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<P align="right"><FONT size="2"><B>As filed with the Securities and
Exchange Commission on June 29, 2001</B></FONT>

<DIV align="right"><FONT size="2"><B>Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT></DIV>

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<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT>

<P align="center"><FONT size="2">Washington, D.C. 20549</FONT>

<HR size="1" WIDTH="100">

<DIV align="center"><FONT size="2"><B>FORM S-8/S-3<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT></DIV>

<HR size="1" WIDTH="100">

<DIV align="center"><FONT size="2"><B>EPIMMUNE INC.</B><BR>
(Exact name of Registrant as specified in its charter)</FONT></DIV>

<HR size="1" WIDTH="100">

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<TABLE cellspacing="0" border="0" cellpadding="0" width="95%" align="center">
<TR valign="bottom">
        <TD width="51%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Delaware<BR>
(State of incorporation)</FONT></TD>
        <TD></TD>
        <TD  align="center" valign="top"><FONT size="2">
33-0245076<BR>
(I.R.S. Employer<BR>
Identification Number)</FONT></TD>
</TR>
</TABLE>
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<P align="center"><FONT size="2">5820 Nancy Ridge Drive<BR>
San Diego, California 92121<BR>
(858)&nbsp;860-2500<BR>
(Address of principal executive offices)</FONT>

<HR size="1" WIDTH="100">

<DIV align="center"><FONT size="2"><B>RESTRICTED STOCK PURCHASE AGREEMENT</B><BR>
(Full title of the plans)</FONT></DIV>

<HR size="1" WIDTH="100">

<DIV align="center"><FONT size="2"><B>Robert J. De Vaere<BR>
Vice President, Finance and Chief Financial Officer<BR>
Epimmune Inc.<BR>
5820 Nancy Ridge Drive<BR>
San Diego, California 92121<BR>
(858)&nbsp;860-2500</B></FONT><BR>
<FONT size="1">(Name, address, including zip code, and telephone number, including area code, of agent for service)</FONT></DIV>

<P align="center"><FONT size="2"><B>Copies to:<BR>
L. Kay Chandler, Esq.<BR>
Cooley Godward LLP<BR>
4365 Executive Drive, Suite&nbsp;1100<BR>
San Diego, California 92121<BR>
(858)&nbsp;550-6000</B></FONT>

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<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="46%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD COLSPAN="17" ALIGN="CENTER"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD COLSPAN="17"><HR size="4" noshade></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Proposed Maximum</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Proposed Maximum</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Title of Securities</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount to</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Offering Price</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Aggregate</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>to be Registered</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Be Registered</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Per Share</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Offering Price</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Registration Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
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<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $0.01 par value</FONT></DIV></TD>
        <TD></TD>
        <TD nowrap align="right"></TD>
        <TD align="right"><FONT size="2">1,056,301 </FONT></TD>
        <TD nowrap><FONT size="2">(1)</FONT></TD>
        <TD></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">2.50 </FONT></TD>
        <TD nowrap><FONT size="2">(2)</FONT></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">2,640,753</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">661</FONT></TD>
        <TD></TD>
</TR>
<TR valign="bottom">
        <TD COLSPAN="17"><HR size="4" noshade></TD>
</TR>
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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left"><FONT size="2">(1)</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Represent shares held by a stockholder who purchased the shares under a
restricted stock purchase agreement entered into in connection with an
employment letter.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
      <TD width="1%" align="left"><FONT size="2">(2)</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Determined in accordance with Rule&nbsp;457(h) of the Securities Act of 1933,
as amended, (the &#147;Securities Act&#148;). The price per share equals the actual
price per share for the shares purchased under the restricted stock
purchase agreement.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<!-- TOC -->
<A name="toc"><DIV align="CENTER"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">ABOUT EPIMMUNE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">SELLING STOCKHOLDER</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">ADDITIONAL INFORMATION ABOUT EPIMMUNE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#012">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#013">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#014">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#015">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#016">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#017">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#018">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#019">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#020">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#021">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="a73751orex5-1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a73751orex23-1.txt">EXHIBIT 23.1</A></TD></TR>
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<!-- link1 "PROSPECTUS" -->
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<P align="left"><FONT size="2">PROSPECTUS</FONT>

<P align="center"><FONT size="2">EPIMMUNE INC.</FONT>

<P align="center"><FONT size="2">1,056,301 Shares</FONT>

<P align="center"><FONT size="2">Common Stock</FONT>

<P><HR size="1" WIDTH="100">

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to 1,056,301 shares of the common stock of
Epimmune Inc., which may be offered from time to time by the selling
stockholder identified on page 12 for his own account. It is anticipated that
the selling stockholder will offer shares for sale at prevailing prices in the
Nasdaq National Market on the date of sale or in negotiated transactions, or
using a combination of these methods. We will receive no part of the proceeds
from sales of shares by the selling stockholder. The selling stockholder will
bear all sales commissions and similar expenses. We will bear any other
expenses we incur in connection with the registration and offering of the
shares. The selling stockholder purchased the shares under a restricted stock
purchase agreement entered into in connection with an employment letter.
</FONT>

<P><HR size="1" WIDTH="100">

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed for quotation on the Nasdaq National Market
under the symbol &#147;EPMN.&#148; On June&nbsp;26, 2001, the last reported sale price of our
common stock on the Nasdaq National Market was $3.27 per share.
</FONT>

<P><HR size="1" WIDTH="100">

<P align="center"><FONT size="2">SEE &#147;RISK FACTORS&#148; BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN RISKS THAT<BR>
YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.</FONT>

<P><HR size="1" WIDTH="100">

<P align="center"><FONT size="2">THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES<BR>
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE<BR>
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION<BR>
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY<BR>
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</FONT>

<P><HR size="1" WIDTH="100">

<P align="center"><FONT size="2">The date of this prospectus is June
29, 2001</FONT>


<P align="center"><FONT size="2">&nbsp;</FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different or additional
information. This prospectus is not an offer to sell nor is it seeking an
offer to buy shares of our common stock in any jurisdiction where the offer or
sale is not permitted. The information contained in this prospectus is correct
only as of the date of this prospectus, regardless of the time of the delivery
of this prospectus or any sale of our common stock. We may amend or supplement
this prospectus from time to time to update the disclosure set forth herein.
</FONT>

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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center"><FONT size="2"><B>FORWARD-LOOKING STATEMENTS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section&nbsp;27A of the
Securities Act and Section&nbsp;21E of the Exchange Act. Any statements about our
expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as &#147;anticipate,&#148; &#147;estimate,&#148; &#147;plans,&#148; &#147;projects,&#148; &#147;continuing,&#148; &#147;ongoing,&#148;
&#147;expects,&#148; &#147;management believes,&#148; &#147;we believe,&#148; &#147;we intend&#148; and similar words
or phrases. Accordingly, these statements involve estimates, assumptions and
uncertainties which could cause actual results to differ materially from those
expressed in them. Any forward-looking statements are qualified in their
entirety by reference to the factors discussed in this prospectus or
incorporated by reference.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the factors discussed in this prospectus or incorporated by
reference could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statements made by us or on behalf of
the company, you should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date
on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
</FONT>

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<DIV align="left"><A NAME="002"></A></DIV>

<P align="center"><FONT size="2"><B>ABOUT EPIMMUNE</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are developing novel vaccines for infectious diseases and cancer,
building on our expertise and intellectual property in the field of T-cell
recognition and activation. We are in preclinical development with therapeutic
vaccines for breast, colon, lung and prostate cancers, hepatitis C, hepatitis B
and HIV, and prophylactic vaccines for hepatitis C, HIV and malaria. We expect
that a therapeutic vaccine targeting HIV will be the first of our candidate
vaccines to enter human clinical trials. We expect initial clinical studies
for this vaccine candidate to be initiated by late 2001 or early 2002.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eliciting a strong cellular, or T-cell, immune response is crucial for
treating and preventing certain infectious diseases and tumors. Clinicians
have shown that the cellular immune response is associated with viral clearance
and tumor regression in the subset of patients who spontaneously clear chronic
viral infection and in cancer patients who respond to immunotherapy. This
successful cellular immune response includes activity of cytotoxic T-cells, or
CTLs, and helper T-cells, or HTLs, which are directed toward specific antigen
fragments, known as epitopes.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our vaccines are based on proprietary technology, known as Epitope
Identification System or EIS, which enables the rapid identification of novel
epitopes that can stimulate specific CTL and HTL immune responses. These
epitopes can be identified from any protein or gene sequence and, to date, we
have identified, evaluated and included in our patent applications more than
50,000 epitopes, and a small subset of these epitopes are used in our candidate
vaccines. Furthermore, EIS enables rapid immunological evaluation of the vast
quantities of genomic data now available, making it feasible to develop new
vaccine candidates for complex diseases such as tuberculosis, malaria, herpes
simplex virus and chlamydia.
</FONT>


<P align="center"><FONT size="2">2.</FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our approach of using epitopes in vaccine development offers several
distinct advantages over traditional vaccine approaches.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">First, we select epitopes from conserved regions of viral or
tumor-associated antigens, reducing the likelihood that the virus or
tumor will be able to change or mutate in a way that makes the vaccine
less effective. By comparison, there is evidence that the immune
response elicited by vaccines that use whole antigens is directed
largely toward variable regions of the antigen, allowing mutations
that reduce the efficacy of these vaccines.</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Second, our approach allows us to combine selected epitopes (CTL and
HTL) and to alter their composition to enhance immunogenicity allowing
for manipulation of the immune response, as appropriate, for the
target disease. Similar engineering of the response is not possible
with traditional approaches that use whole antigens.</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Third, a major benefit of epitope-based, immune-stimulating vaccines
is their safety. The possible pathological side effects caused by
infectious agents or whole protein antigens, which might have their
own intrinsic biological activity, is eliminated.</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Finally, our approach allows us to develop vaccines that target
multiple antigens by combining multiple epitopes into a single
vaccine. This approach offers a simple alternative to traditional
complex vaccines and enables the design of a well-characterized
product, which contains minimal extraneous biological material.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on our scientists&#146; discoveries in the field, we believe we have
established a broad intellectual property position directed toward the methods
of epitope identification, epitope compositions and epitope uses in vaccines
and diagnostics products. Our core business is the development of vaccines to
treat and prevent infectious diseases and cancer.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our executive offices are located at 5820 Nancy Ridge Drive, San Diego,
California 92121, and our telephone number is (858)&nbsp;860-2500. Epimmune Inc.
was a majority-owned subsidiary of Cytel Corporation until July&nbsp;1, 1999, at
which time Cytel and Epimmune merged. All references to &#147;we,&#148; &#147;us&#148; or &#147;our
company&#148; are to the combined entity of Cytel and Epimmune.
Epimmune&#153;, EIS&#153;, EpiGene&#153; and PADRE&#153;
are trademarks and ImmunoSense is a service mark of the Company.
</FONT>


<P align="center"><FONT size="2">3.</FONT>

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<!-- link1 "RISK FACTORS" -->
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<P align="center"><FONT size="2"><B>RISK FACTORS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>An investment in the shares being offered hereby involves a high degree of
risk. In deciding whether to purchase shares of our common stock, you should
carefully consider the following risk factors, in addition to other information
contained in this prospectus, in our most recent quarterly report on Form&nbsp;10-Q,
in our most recent annual report on Form&nbsp;10-K, and in any other documents
incorporated by reference into this prospectus from our other SEC filings.
This prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
here or incorporated by reference. Factors that could cause or contribute to
differences in our actual results include those discussed in this section, as
well as those discussed elsewhere in this prospectus and in other documents
incorporated by reference into this prospectus.</I>
</FONT>

<P><FONT size="2"><B>We are at an early stage of development and we may experience delays and other
problems in developing products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a research and development focused company. There are many factors
outside of our control that may affect the timing of commencement and
completion of clinical trials of any of our drug candidates, and we cannot
assure you that clinical trials will commence or be completed within any
anticipated timeframe. For example, although we previously indicated that
Pharmacia Corporation was expected to initiate Phase I/II human clinical trials
of a drug candidate in our cancer program by late 2000 or early 2001, Pharmacia
recently terminated our collaboration in the cancer field. We expect to work
with Pharmacia to implement an orderly conclusion to the collaboration and
transfer of applicable materials and documentation to us so that we may proceed
with the cancer program, either alone or with another partner. As a result,
the clinical trials for our cancer program will not begin within the previously
indicated timeframe. Although we expect to initiate clinical trials for a
therapeutic vaccine targeting HIV by late 2001 or early 2002, we may experience
unexpected delays in our research and development efforts that would require us
to delay these trials.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot guarantee that our research and development programs will be
successful or that we can show that our products are safe and effective in
humans. Unacceptable toxicities or side effects may occur at any time in the
course of human clinical trials or during commercial use. Delays in planned
patient enrollment in our clinical trials may result in increased costs,
program delays or both. The appearance of any unacceptable toxicities or side
effects could interrupt, limit, delay or abort the development of any of our
products or, if previously approved, necessitate their withdrawal from the
market.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may never obtain approvals from the U.S. Food and Drug Administration,
or FDA, or other necessary regulatory approvals to successfully commercialize
any of our products under development. Further, we may not be able to
manufacture any products in commercial quantities in compliance with regulatory
requirements at an acceptable cost. Even if we successfully develop and obtain
approval for our products, we may fail to achieve the necessary market
acceptance of these products. Our failure to address problems and delays
relating to research and development, regulatory approval, manufacturing and
marketing would harm our business.
</FONT>

<P><FONT size="2"><B>If we do not successfully develop and commercialize our products, we may never
generate significant revenues.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not completed the development of any product and, accordingly,
have not begun to market or generate revenues from the commercialization of any
product. We do not expect to market any of our therapeutic or prophylactic
products for a number of years. If we do not successfully develop and
commercialize products, we may never generate significant revenues. Our
potential therapies under development will require time consuming and costly
research and development efforts, preclinical studies, clinical testing,
regulatory approvals and additional investment prior to their
commercialization, which may never occur.
</FONT>


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<P><FONT size="2"><B>Pharmacia&#146;s decision to end our collaboration may delay or limit our ability to
develop our cancer epitope products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pharmacia recently terminated our research and development collaboration
with respect to the production, use and sale of pharmaceutical products derived
from our cancer epitopes and the use of these epitopes in therapeutic vaccines.
This collaboration was our only significant collaboration, and we have been
substantially dependent upon it. We do not expect to receive further revenues
from Pharmacia.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In light of the termination of our collaboration with Pharmacia, our
preclinical or clinical development of drug candidates in our cancer program is
delayed and could be terminated, which could harm our business.
</FONT>

<P><FONT size="2"><B>If we cannot obtain and maintain collaboration or license agreements on
acceptable terms in the future, we may not successfully develop some of our
products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to rely on collaborative arrangements both to develop and
commercialize pharmaceutical products. We cannot be certain that we will be
able to enter into collaborative arrangements in the future, that any such
arrangements will remain in place or be successful or that we will receive
royalty revenues, license fees or milestone payments from any such
collaborative arrangements. For example, our cancer vaccine collaboration with
Pharmacia was recently terminated. Our collaborative partners may pursue
alternative technologies or develop alternative compounds either on their own
or in collaboration with others as a means of developing treatments for the
disease targeted by any collaborative program with us. In addition, we may be
required to enter into licenses or other collaborative agreements with third
parties in order to access technologies that are necessary to successfully
develop certain of our products. We cannot be certain that we will be able to
successfully negotiate acceptable licenses or other collaborative arrangements
that will allow us to access such technologies. In addition, we cannot be
certain that any technologies accessed through such licenses or other
collaborations will successfully meet our requirements.
</FONT>

<P><FONT size="2"><B>Our additional financing requirements and limited access to financing may
adversely affect our ability to develop products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of March&nbsp;31, 2001, we had $8.3&nbsp;million in cash, cash equivalents,
restricted cash and short-term investments. Our future capital requirements
will depend on many factors, including: continued scientific progress in our
drug discovery programs; the magnitude of our drug discovery programs; our
ability to establish and maintain collaborative arrangements; progress with
preclinical testing and clinical trials; the time and costs involved in
obtaining regulatory approvals; the costs involved in filing, prosecuting and
enforcing patent claims; competing technological and market developments; our
ability to establish and maintain collaborative arrangements; the cost of
manufacturing scale-up; and effective commercialization activities and
arrangements.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to seek additional funding through collaborative arrangements or
equity or debt financings. If additional financing is not available, we
anticipate that our existing resources will enable us to maintain our current
and planned operations through the end of 2001. We may not be able to obtain
financing on favorable terms, if at all, or enter into additional
collaborations to reduce our funding requirements. If we acquire funds by
issuing securities, further dilution to existing stockholders may result. If
we acquire funds through additional collaborations, we will likely have to
relinquish some or all of the rights to products or technologies that we may
have otherwise developed ourselves. If we are unable to obtain funding, we may
be required to sell the Company or certain of its assets or technologies or to
cease operations.
</FONT>

<P><FONT size="2"><B>Our history of operating losses and our expectations of continuing losses may
hurt our ability to continue operations.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have experienced significant operating losses since our inception in
1987. As of March&nbsp;31, 2001, we had an accumulated deficit of $143.2&nbsp;million.
We have not generated revenues from the commercialization of any product. All
of our revenues to date have consisted of contract research and development
revenues, license and milestone payments, research grants, certain asset
divestitures and interest income. We expect that substantially all of our
revenues for the foreseeable future will result from research grants and, if we
are able to establish new
</font>
<P align="center"><FONT size="2">5.</FONT>

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<P><FONT size="2"> collaborations, payments under those future collaborations, including
royalties on product sales and interest income. We expect to continue to incur
substantial net operating losses which may imperil our ability to continue
operations. To achieve profitable operations, we, alone or with partners, must
successfully identify, develop, register and market proprietary products. We
may not be able to generate sufficient product revenue to become profitable on
a sustained basis or at all.
</FONT>

<P><FONT size="2"><B>If we cannot cost-effectively manufacture our products and the products of our
partners in commercial quantities and in compliance with regulatory
requirements, we may not be able to successfully commercialize our products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be successful, our products and the products of our partners must be
manufactured in commercial quantities in compliance with regulatory
requirements and at an acceptable cost. We have not commercialized any
products, nor have we demonstrated that we can manufacture commercial
quantities of our product candidates or our partners&#146; product candidates in
accordance with regulatory requirements. We intend to rely on third party
contract manufacturers to produce materials needed for clinical trials and
product commercialization. Third party manufacturers may not be able to meet
our needs with respect to timing, quantity or quality. If we are unable to
contract for a sufficient supply of needed materials on acceptable terms, or if
we should encounter delays or difficulties in our relationships with
manufacturers, it may delay clinical trials, regulatory approvals and marketing
efforts for our products. Such delays could adversely affect our competitive
position and our chances of achieving profitability. We cannot be sure that we
can manufacture, either on our own our through contracts with third parties,
such products at a cost or in quantities which are commercially viable.
</FONT>

<P><FONT size="2"><B>The lengthy approval process and uncertainty of government regulatory
requirements may delay or prevent us from commercializing products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot commercialize our products if we do not receive FDA or foreign
approval for our products. Clinical testing, manufacture, promotion and sale
of our products are subject to extensive regulation by numerous governmental
authorities in the United States, principally the FDA, and corresponding state
and foreign regulatory agencies. These regulations may delay or prevent us
from commercializing products. Noncompliance with applicable requirements can
result in, among other things, fines, injunctions, seizure of products, total
or partial suspension of product marketing, failure of the government to grant
pre-market approval, withdrawal of marketing approvals and criminal
prosecution.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The regulatory process for new therapeutic drug products, including the
required preclinical studies and clinical testing, is lengthy and expensive.
We may not receive necessary FDA or foreign clearances for any of our potential
products in a timely manner, or at all. The length of the clinical trial
process and the number of patients the FDA will require to be enrolled in the
clinical trials in order to establish the safety and efficacy of our products
is uncertain. The FDA or we and our collaborators may decide to discontinue or
suspend clinical trials at any time if the subjects or patients who are
participating in such trials are being exposed to unacceptable health risks or
if the results show no or limited benefit in patients treated with the drug
compared to patients in the control group.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may encounter significant delays or excessive costs in our efforts to
secure necessary approvals. Regulatory requirements are evolving and
uncertain. Future United States or foreign legislative or administrative acts
could also prevent or delay regulatory approval of our products. We may not
receive the necessary approvals for clinical trials, manufacturing or marketing
of any of our products under development. Even if we obtain commercial
regulatory approvals, the approvals may significantly limit the indicated uses
for which we may market our products. In addition, the FDA may continually
review a product after its initial approval and commercialization. Later
discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market, as well as possible
civil or criminal sanctions.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To market any drug products outside of the United States, we are also
subject to numerous and varying foreign regulatory requirements, implemented by
foreign health authorities, governing the design and conduct of human clinical
trials and marketing approval. The approval procedure varies among countries
and can involve additional testing, and the time required to obtain approval
may differ from that required to obtain FDA approval.

<P align="center"><FONT size="2">6.</FONT>

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</FONT>

<P><FONT size="2">The foreign regulatory approval process includes all of the risks
associated with obtaining FDA approval set forth above, and approval by the FDA
does not ensure approval by the health authorities of any other country, nor
does the approval by foreign health authorities ensure approval by the FDA.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Among the other requirements for regulatory approval is the requirement
that prospective manufacturers conform to the FDA&#146;s Good Manufacturing
Practices, or GMP, requirements specifically for biological drugs, as well as
for other drugs. In complying with the FDA&#146;s GMP requirements, manufacturers
must continue to expend time, money and effort in production, record keeping
and quality control to assure that the product meets applicable specifications
and other requirements. Failure to comply with the FDA&#146;s GMP requirements
subjects the manufacturer to possible FDA regulatory action. If we or our
contract manufacturers, if any, fail to maintain compliance with the FDA&#146;s GMP
requirements on a continuing basis, it could materially adversely affect our
operations, commercialization efforts and profitability.
</FONT>

<P><FONT size="2"><B>Technological change and competition may render our potential products
obsolete.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The biotechnology industry continues to undergo rapid change and
competition is intense and is expected to increase. Our competitors may
succeed in developing technologies and products that are more
effective or affordable than any of the products we are developing or which
would render our technology and products obsolete and noncompetitive. We
compete with many public and private companies, including pharmaceutical
companies, chemical companies, specialized biotechnology companies and academic
institutions. Many of our competitors have substantially greater experience,
financial and technical resources and production, marketing and development
capabilities than us. In addition, many of our competitors have significantly
greater experience conducting preclinical studies and clinical trials of new
products, and in obtaining regulatory approvals for such products.
Accordingly, some of our competitors may succeed in obtaining developing and
commercializing products more rapidly or effectively than us, or in developing
technology and products that would render our technology and products obsolete
or noncompetitive. We are aware of companies that are pursuing the development
of novel pharmaceuticals which target the same diseases that we are targeting.
These and other efforts by potential competitors may be successful, and other
technologies may be developed to compete with our technologies. If we cannot
successfully respond to technological change in a timely manner, our
commercialization efforts may be harmed.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our products under development address a range of markets. Our
competition will be determined in part by the potential indications for which
our compounds are developed and ultimately approved by regulatory authorities.
For certain of our potential products, an important factor in competition may
be the timing of market introduction of our products and competitive products.
Accordingly, the relative speed with which we can develop products, complete
the clinical trials and approval processes and supply commercial quantities of
the products to the market are expected to be important competitive factors.
We expect that competition among products approved for sale will be based,
among other things, on product effectiveness, safety, reliability,
availability, price and patent position.
</FONT>

<P><FONT size="2"><B>Our failure to obtain issued patents and, consequently, to protect our
proprietary technology, could impair our competitive position.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success will depend in part on our ability to obtain patent protection
for our products and processes, both in the United States and other countries.
The patent position of biotechnology and pharmaceutical companies is highly
uncertain and involves complex legal and factual questions. There is no
consistent policy regarding the breadth of claims allowed in biotechnology
patents. We intend to file applications and pursue patent prosecution as
appropriate for patents covering both our products and processes. We cannot be
sure that patents will issue from any of the patent applications that we own or
license or that, if patents do issue, that claims allowed will be sufficiently
broad to protect our products and processes. In addition, we cannot be certain
that third parties will not challenge, invalidate or circumvent any patents
issued to us, or that the rights granted under the patents will provide
proprietary protection to us.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also protect our proprietary technology and processes in part by
confidentiality agreements with our collaborative partners, employees and
consultants. We cannot be certain that our collaborative partners, employees
</font>
<P align="center"><FONT size="2">7.</FONT>

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<P><FONT size="2"> and consultants will not breach these agreements, that we will have
adequate remedies for any breach, or that our trade secrets will not otherwise
become known or be independently discovered by competitors.
</FONT>

<P><FONT size="2"><B>We may not be able to commercialize our other products under development if
they infringe existing patents or patents that have not yet issued, which would
materially harm our business.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As is typical in the biotechnology industry, our commercial success will
depend in part on our ability to avoid infringing patents issued to competitors
or breaching the technology licenses upon which we might base our products. If
we fail to obtain a license to any technology that we require to commercialize
our products, or to develop an alternative compound and obtain FDA approval
within an acceptable period of time if required to do so, our business would be
harmed. Litigation, which could result in substantial costs to us, may also be
necessary to enforce any patents issued to us or to determine the scope and
validity of others&#146; proprietary rights. In addition, we may have to
participate in interference proceedings declared by the United States Patent
and Trademark Office which could result in substantial costs to determine the
priority of inventions.
</FONT>

<P><FONT size="2"><B>Our future success depends in part on the continued service of our key
scientific and management personnel and our ability to identify, hire and
retain additional personnel.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are highly dependent on the principal members of our scientific and
management staff. We do not maintain key person life insurance on the life of
any employee. Our future success also will depend in part on the continued
service of our key scientific and management personnel and our ability to
identify, hire and retain additional qualified personnel. There is intense
competition for qualified personnel in the areas of our activities, and we
cannot be sure that we will be able to continue to attract and retain such
personnel necessary for the development of our business. Because of the
intense competition, we cannot be sure that we will be successful in adding
technical personnel as needed to meet the staffing requirements of additional
collaborative relationships. Our failure to attract and retain key personnel
could be significantly detrimental to our product development programs and
could harm our business.
</FONT>

<P><FONT size="2"><B>If we do not develop a sufficient sales and marketing force, we may not be able
to successfully commercialize our products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have no experience in sales, marketing or distribution. Before we can
market any of our products directly, we must develop a substantial marketing
and sales force with technical expertise and supporting distribution
capability. Alternatively, we may obtain the assistance of one or more
pharmaceutical companies with a large distribution system and a large direct
sales force. Other than our agreement with Takara, we do not have any existing
distribution arrangements with any pharmaceutical company for our products
under development. We cannot be sure that we can establish sales and
distribution capabilities or successfully gain market acceptance for our
products. If we cannot develop sales and distribution capabilities, we may not
be able to successfully commercialize our products.
</FONT>

<P><FONT size="2"><B>Adverse determinations concerning product pricing, reimbursement and related
matters could prevent us from successfully commercializing products.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to successfully commercialize our products may depend in part on
the extent to which reimbursement for the cost of such products and related
treatment will be available from government health administration authorities,
private health insurers and other organizations. Third-party payors are
increasingly challenging the price of medical products and services.
Significant uncertainty exists as to the reimbursement status of newly approved
health care products, and we cannot be certain that adequate third-party
coverage will be available to enable us to maintain price levels sufficient to
realize an appropriate return on our investment in product development. If we
cannot obtain adequate third-party coverage for our products, it could harm our
business.
</FONT>


<P align="center"><FONT size="2">8.</FONT>

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<P><FONT size="2"><B>Product liability risks may expose us to significant liability.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business exposes us to potential product liability risks which are
inherent in the testing, manufacturing and marketing of human therapeutic
products. While we currently have product liability insurance, we cannot be
sure that we can maintain such insurance on acceptable terms or that our
insurance will provide adequate coverage against potential liabilities.
</FONT>

<P><FONT size="2"><B>Our use of hazardous materials could expose us to significant costs.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our research and development processes involve the controlled storage, use
and disposal of hazardous materials, chemicals and radioactive compounds. We
are subject to federal, state and local laws and regulations governing the use,
manufacture, storage, handling and disposal of these materials and some waste
products. Although we believe that our safety procedures for handling and
disposing of these materials comply with the standards prescribed by these laws
and regulations, the risk of accidental contamination or injury from these
materials cannot be completely eliminated. In the event of an accident, we
could be held liable for any damages that result, and any liability could
exceed our resources.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we believe that we are in compliance in all material respects
with applicable environmental laws and regulations and currently do not expect
to make material capital expenditures for environmental control facilities in
the near term, we cannot be sure that compliance with environmental laws and
regulations in the future will not entail significant costs, or that our
business will not be harmed by current or future environmental laws or
regulations.
</FONT>

<P><FONT size="2"><B>The volatility of the price of our common stock may hurt our stockholders.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market prices for securities of biotechnology companies, including our
common stock, have historically been highly volatile, and the market from time
to time has experienced significant price and volume fluctuations that are
unrelated to the operating performance of such companies. The following
factors may have a significant effect on the market price of our common stock:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">announcements of technological innovations or new commercial
therapeutic products by us or others;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">governmental regulation that affects the biotechnology and pharmaceutical industries;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">developments in patent or other proprietary rights;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">developments in, or termination of, our relationships with our collaborative partners;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">public concern as to the clinical results and/or, the safety of drugs developed by us or others; and</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">general market conditions.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">Fluctuations in financial performance from period to period also may have a
significant impact on the market price of our common stock.
</FONT>

<P><FONT size="2"><B>The subordination of our common stock to our preferred stock could hurt common
stockholders.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is expressly subordinate to our Series&nbsp;S and Series&nbsp;S-1
Preferred Stock in the event of our liquidation, dissolution or winding up. If
we were to cease operations and liquidate our assets, there may not be any
remaining value available for distribution to the holders of common stock after
providing for the Series&nbsp;S and Series&nbsp;S-1 Preferred Stock liquidation
preference.
</FONT>


<P align="center"><FONT size="2">9.</FONT>

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<P><FONT size="2"><B>The effect of anti-takeover provisions could adversely affect our common
stockholders.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our certificate of incorporation includes a provision that requires the
approval of holders of at least 66 2/3% of our voting stock as a condition to a
merger or certain other business transactions with, or proposed by, a holder of
15% or more of our voting stock. This approval is not required in cases where
certain of our directors approve the transaction or where certain minimum price
criteria and other procedural requirements are met. Our certificate of
incorporation also requires the approvals of holders of at least 66 2/3% of our
voting stock to amend or change the provisions mentioned relating to the
transaction approval. Finally, our certificate of incorporation provides that
any action required or permitted to be taken by our stockholders must be
effected at a duly called annual or special meeting rather than by any consent
in writing.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, pursuant to the terms of our stockholder rights plan, we have
distributed a dividend of one right for each outstanding share of common stock.
These rights will cause substantial dilution to the ownership of a person or
group that attempts to acquire us on terms not approved by the Board of
Directors and may have the effect of deterring hostile takeover attempts.
</FONT>

<P><FONT size="2"><B>Concentration of ownership among our existing officers, directors and principal
stockholders may prevent other stockholders from influencing significant
corporate decisions and depress our stock price.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our officers, directors and stockholders with at least 10% of our stock
together control approximately 49% of our outstanding common stock and
preferred stock, on a combined, as-converted basis. If these officers,
directors and principal stockholders act together, they will be able to exert a
significant degree of influence over our management and affairs and over
matters requiring stockholder approval, including the election of directors and
approval of mergers or other business combination transactions. The interests
of this concentration of ownership may not always coincide with our interests
or the interests of other stockholders. For instance, officers, directors and
principal stockholders, acting together, could cause us to enter into
transactions or agreements that we would not otherwise consider. Similarly,
this concentration of ownership may have the effect of delaying or preventing a
change in control of our company otherwise favored by our other stockholders.
This concentration of ownership could depress our stock price.
</FONT>

<P><FONT size="2"><B>We have never paid dividends.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have never paid any cash dividends and do not anticipate paying cash
dividends in the foreseeable future.
</FONT>


<P align="center"><FONT size="2">10.</FONT>

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<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of the shares by the
selling stockholder.
</FONT>


<P align="center"><FONT size="2">11.</FONT>

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<P align="center"><FONT size="2"><B>SELLING STOCKHOLDER</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth as of the date of this prospectus, the
number of shares of our common stock that the selling stockholder holds that
may be offered for sale from time to time under this prospectus. All of the
shares of common stock which may be sold by the selling stockholder were issued
pursuant to a restricted stock purchase agreement between us and the selling
stockholder entered into in connection with an employment letter. Beneficial
ownership calculations are determined in accordance with the rules of the SEC
and are based on 8,908,278 shares of common stock outstanding as of June&nbsp;25,
2001. In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock that are presently
exercisable or that will become exercisable within 60&nbsp;days of June&nbsp;25, 2001 are
deemed outstanding for such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="41%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="9%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Percent of</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Shares Which</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Beneficial</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>May Be Sold</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Shares Beneficially</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Ownership as of</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Under This</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Selling Stockholder</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Owned</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>June 25, 2001</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center" colspan="3"><FONT size="2"><B>Prospectus</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dr.&nbsp;Emile Loria (1)</FONT></DIV></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,056,301</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD nowrap align="right"></TD>
        <TD align="right"><FONT size="2">10.6</FONT></TD>
        <TD nowrap><FONT size="2">%</FONT></TD>
        <TD></TD>
        <TD></TD>
        <TD align="right"><FONT size="2">1,056,301</FONT></TD>
        <TD></TD>
</TR>
</TABLE>
</CENTER>
<P>

<HR size="2" width="10%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left"><FONT size="2">(1)</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Of the shares held by Dr.&nbsp;Loria, 939,898 shares were subject to a right
of repurchase in favor of us as of June&nbsp;25, 2001, which right lapses over
time with his continued service as an employee or member of the Board of
Directors of the Company. Dr.&nbsp;Loria is our President and Chief Executive
Officer and is a member of our Board of Directors.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">12.</FONT>

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<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have been advised by the selling stockholder that he intends to sell
all or a portion of the shares from time to time in the Nasdaq National Market
and that sales will be made at prices prevailing in the Nasdaq National Market
at the times of those sales. The selling stockholder may also make private
sales directly or through a broker or brokers, who may act as agent or as
principal. Further, the selling stockholder may choose to dispose of the shares
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933, as amended.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any broker-dealer participating in these transactions as agent may receive
commissions from the selling stockholder (and, if such broker acts as agent for
the purchaser of shares, from the purchaser). Broker-dealers may agree with the
selling stockholder to sell a specified number of shares at a stipulated price
per share, and, to the extent a broker-dealer is unable to do so acting as
agent for the selling stockholder, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares as principal may resell such
shares from time to time in transactions (which may involve cross transactions
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in
connection with these resales, may pay to or receive from the purchasers of
shares commissions computed as described above.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the selling stockholder that Regulation&nbsp;M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to sales in
the market and have informed him of the possible need for delivery of copies of
this prospectus. The selling stockholder may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any broker-dealers,
and, if any broker-dealers purchase shares as principal, any profits received
on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any securities covered by this prospectus which qualify for sale pursuant
to Rule&nbsp;144 under the Securities Act may be sold under Rule&nbsp;144 rather than
pursuant to this prospectus. In general, under Rule&nbsp;144 as currently in
effect, a person (or persons whose shares are aggregated), including any person
who may be deemed to be our affiliate, is entitled to sell within any
three-month period &#147;restricted shares&#148; beneficially owned by him or her in an
amount that does not exceed the greater of (i)&nbsp;1% of the then outstanding
shares of common stock or (ii)&nbsp;the average weekly trading volume in shares of
common stock during the four calendar weeks preceding the sale, provided that
at least one year has elapsed since the shares were acquired from us or our
affiliate. Sales are also subject to certain requirements as to the manner of
sale, notice and availability of current public information regarding us.
However, a person who has not been our affiliate at any time within three
months prior to the sale is entitled to sell his or her shares without regard
to the volume limitations or other requirements of Rule&nbsp;144, provided that at
least one year has elapsed since the shares were acquired from us or our
affiliate.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There can be no assurance that the selling stockholder will sell any or
all of the shares of common stock offered under this prospectus.
</FONT>


<P align="center"><FONT size="2">13.</FONT>

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<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center"><FONT size="2"><B>LEGAL MATTERS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the issuance of the shares of common stock described in
this prospectus will be passed upon for us by Cooley Godward LLP, San Diego,
California.
</FONT>

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center"><FONT size="2"><B>EXPERTS</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ernst &#38;
Young LLP, independent auditors, have audited our consolidated financial
statements included in our Annual Report on Form 10-K for the year
ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the
registration statement.  Our financial statements are incorporated by
reference in reliance on Ernst &#38;
Young LLP&#146;s report, given on their authority as experts in accounting
and auditing.
</FONT>

<!-- link1 "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center"><FONT size="2"><B>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to incorporate by reference information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2000;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Proxy Statement on Schedule&nbsp;14A filed April&nbsp;27, 2001;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-Q for the quarter ended March&nbsp;31, 2001; and</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Our registration statement on Form&nbsp;8-A, as amended, which
includes a description of our common stock.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents that we subsequently file prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby undertake to provide without charge to each person to whom a
copy of this prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of our
Investor Relations department, at
</FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Epimmune Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5820 Nancy Ridge Drive<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;San Diego, CA 92121<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(858)&nbsp;860-2500</FONT>




<P align="center"><FONT size="2">14.</FONT>

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<!-- link1 "ADDITIONAL INFORMATION ABOUT EPIMMUNE" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center"><FONT size="2"><B>ADDITIONAL INFORMATION ABOUT EPIMMUNE</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational reporting requirements of the Exchange
Act and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. These reports, proxy
and information statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC. You may read and copy
this information at any of the following public reference facilities:
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%" align="center">
<TR valign="bottom">
        <TD width="36%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="27%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="27%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Room&nbsp;1024, Judiciary Plaza</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Seven World Trade Center
</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Citicorp Center</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">450 Fifth Street, N.W</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Suite&nbsp;1300
</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">500 West Madison Street</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Washington, D.C. 20549</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
New York, New York 10048
</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Suite&nbsp;1400</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Chicago, Illinois 60661</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Copies of such material may be obtained by mail at prescribed rates from
the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The SEC also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at the address
http://www.sec.gov.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed for quotation on the Nasdaq National Market,
and such reports, proxy and information statements and other information
concerning us may be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The prospectus is only part of a registration statement that we have filed
with the SEC under the Securities Act and therefore omits certain information
contained in the registration statement. We have also filed exhibits and
schedules with the registration statement that are not included in this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. A copy of the registration statement, including the exhibits and
schedules thereto, may be inspected without charge at the Public Reference Room
of the SEC described above, and copies of such material may be obtained from
such office upon payment of the fees prescribed by the SEC.
</FONT>


<P align="center"><FONT size="2">15.</FONT>

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<!-- link1 "PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center"><FONT size="2"><B>PART II&nbsp; INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT>

<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;3. &nbsp;Incorporation of Documents by Reference.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to incorporate by reference information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2000;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Proxy Statement on Schedule&nbsp;14A filed April&nbsp;27, 2001;</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-Q for the quarter ended March&nbsp;31, 2001; and</FONT></TD>
</TR>
<TR>
        <TD>&nbsp;</TD>
</TR>
<TR valign="top">
        <TD width="3%">&nbsp;</TD>
        <TD width="1%" align="left"><FONT size="2">&#149;</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="93%"><FONT size="2">Our registration statement on Form&nbsp;8-A, as amended, which
includes a description of our common stock.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents that we subsequently file pursuant to
Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
</FONT>

<!-- link2 "Item&nbsp;4. Description of Securities." -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;4. &nbsp;Description of Securities.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="014"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;5. &nbsp;Interests of Named Experts and Counsel.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="015"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;6.&nbsp; Indemnification of Directors and Officers.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of Incorporation and Bylaws include provisions to (i)
eliminate the personal liability of our directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section&nbsp;102(b)(7) of the DGCL and (ii)&nbsp;require us to indemnify our directors
and officers to the fullest extent permitted by applicable law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section&nbsp;145 of the DGCL, a corporation generally has the power to indemnify its
present and former directors, officers, employees and agents against expenses
incurred by them in connection with any suit to which they are or are
threatened to be made, a party by reason of their serving in such positions so
long as they acted in good faith and in a manner they reasonably believed to be
in or not opposed to, the best interests of the corporation and with respect to
any criminal action, they had no reasonable cause to believe their conduct was
unlawful. We believe that these provisions are necessary to attract and retain
qualified persons as directors and officers. These provisions do not eliminate
the directors&#146; or officers&#146; duty of care, and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available under the DGCL. In addition, each director will continue
to be subject to liability pursuant to Section&nbsp;174 of the DGCL, for breach of
the director&#146;s duty of loyalty to us, for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of law, for acts or
omissions that the director believes to be contrary to our best interests or
our stockholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director&#146;s duty to us or our stockholders when the director was aware
or should have been aware of a risk of serious injury to us or our
stockholders, for acts or omission that constitute an unexcused pattern of
inattention that amounts to an abdication of the director&#146;s duty to us or our
stockholders, for improper transactions between the director and us and for
improper loans to directors and officers. The provision also does not affect a
</font>
<P align="center"><FONT size="2">16.</FONT>

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>


<P><FONT size="2"> director&#146;s responsibilities under any other law, such as the federal
securities law or state or federal environmental laws.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into indemnity agreements with each of our directors and
executive officers that require us to indemnify such persons against expenses,
judgments, fines, settlements and other amounts incurred (including expenses of
a derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was one of our directors or executive officers or a
director or executive officer of any of our affiliated enterprises, provided
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of us and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At present, there is no pending litigation or proceeding involving our
directors or officers as to which indemnification is being sought nor are we
aware of any threatened litigation that may result in claims for
indemnification by any officer or director.
</FONT>

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="016"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;7.&nbsp; Exemption from Registration Claimed.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The issuance of the shares being offered by the Form&nbsp;S-3 resale prospectus
were deemed to be exempt from registration under the Securities Act in reliance
on Section&nbsp;4(2) of the Securities Act as a transaction by an issuer not
involving a public offering. The recipient of our securities in such
transaction represented his intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the share certificates and
instruments issued in such transactions. The recipient had adequate access,
through their relationship with us, to information about us.
</FONT>

<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="017"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;8. &nbsp;Exhibits.</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Exhibit No.</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="LEFT"><FONT size="2"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">&nbsp;&nbsp;5.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Opinion of Cooley Godward LLP.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">23.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Ernst &#38; Young LLP, Independent Auditors.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">23.2</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Cooley Godward LLP. Reference is made to Exhibit&nbsp;5.1.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">24.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Power of Attorney. Reference is made to page II-4.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">99.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Restricted Stock Purchase Agreement between the Registrant and the
selling stockholder dated January&nbsp;16, 2001.(1)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

<HR size="2" width="10%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left"><FONT size="2">(1)</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Incorporated by reference to the Company&#146;s Quarterly Report on Form&nbsp;10-Q
for the quarterly period ended March&nbsp;31, 2001, filed on May&nbsp;11, 2001</FONT></TD>
</TR>
</TABLE>
<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="018"></A></DIV>

<P align="left"><FONT size="2"><B>Item&nbsp;9.&nbsp; Undertakings.</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</FONT>


<P align="center"><FONT size="2">17.</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>



<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered, which remain unsold at the termination
of the offering.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
</FONT>


<P align="center"><FONT size="2">18.</FONT>

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>



<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="019"></A></DIV>

<P align="center"><FONT size="2"><B>SIGNATURES</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8/S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on June&nbsp;26, 2001.
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%">&nbsp;</TD>
        <TD width="48%">&nbsp;</TD>
        <TD width="48%">&nbsp;</TD>
</TR>
<TR valign="top">
        <TD COLSPAN="2"><font size="2"><B>EPIMMUNE INC.</B></FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">By:</FONT></TD>
        <TD><font size="2">/s/ Emile Loria, M.D.</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2"><HR SIZE="1"></FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">Emile Loria, M.D.</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><font size="2">&nbsp;</FONT></TD>
        <TD><font size="2">President and Chief Executive Officer</FONT></TD>
        <TD><font size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>


<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="020"></A></DIV>

<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B></FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Emile Loria, M.D. and Robert J. De
Vaere, and each or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="40%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="43%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>Signature</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center"><FONT size="2"><B>Title</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="center"><FONT size="2"><B>Date</B></FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Emile Loria, M.D.</FONT><BR>
<HR size="1" noshade></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">President, Chief Executive Officer and Director
        <I>(Principal Executive Officer)</I></FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 26, 2001</FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2">EMILE LORIA, M.D.</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2"></FONT>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Robert J. De Vaere</FONT><BR>
<HR size="1" noshade></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Vice President, Finance and Chief Financial Officer
<I>(Principal Financial and
Accounting  Officer)</I></FONT>
</TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 26, 2001</FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2">ROBERT J. DE VAERE</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2"></FONT>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Howard E. Greene, Jr.</FONT><BR>
<HR size="1" noshade>
</TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Director</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 26, 2001</FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2">HOWARD E. GREENE, JR</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2"></FONT>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ William T. Comer, Ph.D.</FONT><BR>
<HR size="1" noshade>
</TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Director</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 25, 2001</FONT><BR>
</TD>
</TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2">WILLIAM T. COMER, PH.D</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2"></FONT>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2"><BR><HR SIZE="1">MICHAEL G. GREY</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Director</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 26, 2001</FONT><BR></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top" ALIGN="CENTER"><FONT size="2"><BR><HR SIZE="1">JOHN P. MCKEARN, PH.D</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">Director</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top" NOWRAP><FONT size="2">June 26, 2001</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>

<!-- PAGEBREAK -->
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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="021"></A></DIV>

<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>

<CENTER>
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        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="87%">&nbsp;</TD>
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<TR valign="bottom">
        <TD nowrap align="center"><FONT size="2"><B>EXHIBIT NO.</B></FONT></TD>
        <TD></TD>
        <TD nowrap align="LEFT"><FONT size="2"><B>DESCRIPTION</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">&nbsp;&nbsp;5.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Opinion of Cooley Godward LLP.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">23.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Ernst &#38; Young LLP, Independent Auditors</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">23.2</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Consent of Cooley Godward LLP. Reference is made to Exhibit&nbsp;5.1.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">24.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Power of Attorney. Reference is made to page II-4.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top" align="center"><FONT size="2">99.1</FONT></TD>
        <TD></TD>
        <TD  align="left" valign="top"><FONT size="2">
Restricted Stock Purchase Agreement between the Registrant and
the selling stockholder dated January&nbsp;16, 2001.(1)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left"><FONT size="2">(1)</FONT></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="96%"><FONT size="2">Incorporated by reference to the Company&#146;s Quarterly Report on Form&nbsp;10-Q
for the quarterly period ended March&nbsp;31, 2001, filed on May&nbsp;11, 2001</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">&nbsp;</FONT>

</BODY>
</HTML>
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s-8
Table of Contents
As filed with the Securities and
Exchange Commission on June 29, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPIMMUNE INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State of incorporation)
33-0245076
(I.R.S. Employer
Identification Number)
5820 Nancy Ridge Drive
San Diego, California 92121
(858) 860-2500
(Address of principal executive offices)
RESTRICTED STOCK PURCHASE AGREEMENT
(Full title of the plans)
Robert J. De Vaere
Vice President, Finance and Chief Financial Officer
Epimmune Inc.
5820 Nancy Ridge Drive
San Diego, California 92121
(858) 860-2500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
L. Kay Chandler, Esq.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 550-6000
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to
Offering Price
Aggregate
Amount of
to be Registered
Be Registered
Per Share
Offering Price
Registration Fee
Common Stock, $0.01 par value
1,056,301
(1)
$
2.50
(2)
$
2,640,753
$
661
(1)
Represent shares held by a stockholder who purchased the shares under a
restricted stock purchase agreement entered into in connection with an
employment letter.
(2)
Determined in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, (the "Securities Act"). The price per share equals the actual
price per share for the shares purchased under the restricted stock
purchase agreement.
TABLE OF CONTENTS
PROSPECTUS
FORWARD-LOOKING STATEMENTS
ABOUT EPIMMUNE
RISK FACTORS
USE OF PROCEEDS
SELLING STOCKHOLDER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
ADDITIONAL INFORMATION ABOUT EPIMMUNE
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
Table of Contents
PROSPECTUS
EPIMMUNE INC.
1,056,301 Shares
Common Stock
This prospectus relates to 1,056,301 shares of the common stock of
Epimmune Inc., which may be offered from time to time by the selling
stockholder identified on page 12 for his own account. It is anticipated that
the selling stockholder will offer shares for sale at prevailing prices in the
Nasdaq National Market on the date of sale or in negotiated transactions, or
using a combination of these methods. We will receive no part of the proceeds
from sales of shares by the selling stockholder. The selling stockholder will
bear all sales commissions and similar expenses. We will bear any other
expenses we incur in connection with the registration and offering of the
shares. The selling stockholder purchased the shares under a restricted stock
purchase agreement entered into in connection with an employment letter.
Our common stock is listed for quotation on the Nasdaq National Market
under the symbol "EPMN." On June 26, 2001, the last reported sale price of our
common stock on the Nasdaq National Market was $3.27 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN RISKS THAT
YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June
29, 2001
Table of Contents
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different or additional
information. This prospectus is not an offer to sell nor is it seeking an
offer to buy shares of our common stock in any jurisdiction where the offer or
sale is not permitted. The information contained in this prospectus is correct
only as of the date of this prospectus, regardless of the time of the delivery
of this prospectus or any sale of our common stock. We may amend or supplement
this prospectus from time to time to update the disclosure set forth herein.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Any statements about our
expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing,"
"expects," "management believes," "we believe," "we intend" and similar words
or phrases. Accordingly, these statements involve estimates, assumptions and
uncertainties which could cause actual results to differ materially from those
expressed in them. Any forward-looking statements are qualified in their
entirety by reference to the factors discussed in this prospectus or
incorporated by reference.
Because the factors discussed in this prospectus or incorporated by
reference could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statements made by us or on behalf of
the company, you should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date
on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
ABOUT EPIMMUNE
We are developing novel vaccines for infectious diseases and cancer,
building on our expertise and intellectual property in the field of T-cell
recognition and activation. We are in preclinical development with therapeutic
vaccines for breast, colon, lung and prostate cancers, hepatitis C, hepatitis B
and HIV, and prophylactic vaccines for hepatitis C, HIV and malaria. We expect
that a therapeutic vaccine targeting HIV will be the first of our candidate
vaccines to enter human clinical trials. We expect initial clinical studies
for this vaccine candidate to be initiated by late 2001 or early 2002.
Eliciting a strong cellular, or T-cell, immune response is crucial for
treating and preventing certain infectious diseases and tumors. Clinicians
have shown that the cellular immune response is associated with viral clearance
and tumor regression in the subset of patients who spontaneously clear chronic
viral infection and in cancer patients who respond to immunotherapy. This
successful cellular immune response includes activity of cytotoxic T-cells, or
CTLs, and helper T-cells, or HTLs, which are directed toward specific antigen
fragments, known as epitopes.
Our vaccines are based on proprietary technology, known as Epitope
Identification System or EIS, which enables the rapid identification of novel
epitopes that can stimulate specific CTL and HTL immune responses. These
epitopes can be identified from any protein or gene sequence and, to date, we
have identified, evaluated and included in our patent applications more than
50,000 epitopes, and a small subset of these epitopes are used in our candidate
vaccines. Furthermore, EIS enables rapid immunological evaluation of the vast
quantities of genomic data now available, making it feasible to develop new
vaccine candidates for complex diseases such as tuberculosis, malaria, herpes
simplex virus and chlamydia.
2.
Table of Contents
Our approach of using epitopes in vaccine development offers several
distinct advantages over traditional vaccine approaches.
•
First, we select epitopes from conserved regions of viral or
tumor-associated antigens, reducing the likelihood that the virus or
tumor will be able to change or mutate in a way that makes the vaccine
less effective. By comparison, there is evidence that the immune
response elicited by vaccines that use whole antigens is directed
largely toward variable regions of the antigen, allowing mutations
that reduce the efficacy of these vaccines.
•
Second, our approach allows us to combine selected epitopes (CTL and
HTL) and to alter their composition to enhance immunogenicity allowing
for manipulation of the immune response, as appropriate, for the
target disease. Similar engineering of the response is not possible
with traditional approaches that use whole antigens.
•
Third, a major benefit of epitope-based, immune-stimulating vaccines
is their safety. The possible pathological side effects caused by
infectious agents or whole protein antigens, which might have their
own intrinsic biological activity, is eliminated.
•
Finally, our approach allows us to develop vaccines that target
multiple antigens by combining multiple epitopes into a single
vaccine. This approach offers a simple alternative to traditional
complex vaccines and enables the design of a well-characterized
product, which contains minimal extraneous biological material.
Based on our scientists' discoveries in the field, we believe we have
established a broad intellectual property position directed toward the methods
of epitope identification, epitope compositions and epitope uses in vaccines
and diagnostics products. Our core business is the development of vaccines to
treat and prevent infectious diseases and cancer.
Our executive offices are located at 5820 Nancy Ridge Drive, San Diego,
California 92121, and our telephone number is (858) 860-2500. Epimmune Inc.
was a majority-owned subsidiary of Cytel Corporation until July 1, 1999, at
which time Cytel and Epimmune merged. All references to "we," "us" or "our
company" are to the combined entity of Cytel and Epimmune.
Epimmune™, EIS™, EpiGene™ and PADRE™
are trademarks and ImmunoSense is a service mark of the Company.
3.
Table of Contents
RISK FACTORS
An investment in the shares being offered hereby involves a high degree of
risk. In deciding whether to purchase shares of our common stock, you should
carefully consider the following risk factors, in addition to other information
contained in this prospectus, in our most recent quarterly report on Form 10-Q,
in our most recent annual report on Form 10-K, and in any other documents
incorporated by reference into this prospectus from our other SEC filings.
This prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
here or incorporated by reference. Factors that could cause or contribute to
differences in our actual results include those discussed in this section, as
well as those discussed elsewhere in this prospectus and in other documents
incorporated by reference into this prospectus.
We are at an early stage of development and we may experience delays and other
problems in developing products.
We are a research and development focused company. There are many factors
outside of our control that may affect the timing of commencement and
completion of clinical trials of any of our drug candidates, and we cannot
assure you that clinical trials will commence or be completed within any
anticipated timeframe. For example, although we previously indicated that
Pharmacia Corporation was expected to initiate Phase I/II human clinical trials
of a drug candidate in our cancer program by late 2000 or early 2001, Pharmacia
recently terminated our collaboration in the cancer field. We expect to work
with Pharmacia to implement an orderly conclusion to the collaboration and
transfer of applicable materials and documentation to us so that we may proceed
with the cancer program, either alone or with another partner. As a result,
the clinical trials for our cancer program will not begin within the previously
indicated timeframe. Although we expect to initiate clinical trials for a
therapeutic vaccine targeting HIV by late 2001 or early 2002, we may experience
unexpected delays in our research and development efforts that would require us
to delay these trials.
We cannot guarantee that our research and development programs will be
successful or that we can show that our products are safe and effective in
humans. Unacceptable toxicities or side effects may occur at any time in the
course of human clinical trials or during commercial use. Delays in planned
patient enrollment in our clinical trials may result in increased costs,
program delays or both. The appearance of any unacceptable toxicities or side
effects could interrupt, limit, delay or abort the development of any of our
products or, if previously approved, necessitate their withdrawal from the
market.
We may never obtain approvals from the U.S. Food and Drug Administration,
or FDA, or other necessary regulatory approvals to successfully commercialize
any of our products under development. Further, we may not be able to
manufacture any products in commercial quantities in compliance with regulatory
requirements at an acceptable cost. Even if we successfully develop and obtain
approval for our products, we may fail to achieve the necessary market
acceptance of these products. Our failure to address problems and delays
relating to research and development, regulatory approval, manufacturing and
marketing would harm our business.
If we do not successfully develop and commercialize our products, we may never
generate significant revenues.
We have not completed the development of any product and, accordingly,
have not begun to market or generate revenues from the commercialization of any
product. We do not expect to market any of our therapeutic or prophylactic
products for a number of years. If we do not successfully develop and
commercialize products, we may never generate significant revenues. Our
potential therapies under development will require time consuming and costly
research and development efforts, preclinical studies, clinical testing,
regulatory approvals and additional investment prior to their
commercialization, which may never occur.
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Pharmacia's decision to end our collaboration may delay or limit our ability to
develop our cancer epitope products.
Pharmacia recently terminated our research and development collaboration
with respect to the production, use and sale of pharmaceutical products derived
from our cancer epitopes and the use of these epitopes in therapeutic vaccines.
This collaboration was our only significant collaboration, and we have been
substantially dependent upon it. We do not expect to receive further revenues
from Pharmacia.
In light of the termination of our collaboration with Pharmacia, our
preclinical or clinical development of drug candidates in our cancer program is
delayed and could be terminated, which could harm our business.
If we cannot obtain and maintain collaboration or license agreements on
acceptable terms in the future, we may not successfully develop some of our
products.
We expect to rely on collaborative arrangements both to develop and
commercialize pharmaceutical products. We cannot be certain that we will be
able to enter into collaborative arrangements in the future, that any such
arrangements will remain in place or be successful or that we will receive
royalty revenues, license fees or milestone payments from any such
collaborative arrangements. For example, our cancer vaccine collaboration with
Pharmacia was recently terminated. Our collaborative partners may pursue
alternative technologies or develop alternative compounds either on their own
or in collaboration with others as a means of developing treatments for the
disease targeted by any collaborative program with us. In addition, we may be
required to enter into licenses or other collaborative agreements with third
parties in order to access technologies that are necessary to successfully
develop certain of our products. We cannot be certain that we will be able to
successfully negotiate acceptable licenses or other collaborative arrangements
that will allow us to access such technologies. In addition, we cannot be
certain that any technologies accessed through such licenses or other
collaborations will successfully meet our requirements.
Our additional financing requirements and limited access to financing may
adversely affect our ability to develop products.
As of March 31, 2001, we had $8.3 million in cash, cash equivalents,
restricted cash and short-term investments. Our future capital requirements
will depend on many factors, including: continued scientific progress in our
drug discovery programs; the magnitude of our drug discovery programs; our
ability to establish and maintain collaborative arrangements; progress with
preclinical testing and clinical trials; the time and costs involved in
obtaining regulatory approvals; the costs involved in filing, prosecuting and
enforcing patent claims; competing technological and market developments; our
ability to establish and maintain collaborative arrangements; the cost of
manufacturing scale-up; and effective commercialization activities and
arrangements.
We intend to seek additional funding through collaborative arrangements or
equity or debt financings. If additional financing is not available, we
anticipate that our existing resources will enable us to maintain our current
and planned operations through the end of 2001. We may not be able to obtain
financing on favorable terms, if at all, or enter into additional
collaborations to reduce our funding requirements. If we acquire funds by
issuing securities, further dilution to existing stockholders may result. If
we acquire funds through additional collaborations, we will likely have to
relinquish some or all of the rights to products or technologies that we may
have otherwise developed ourselves. If we are unable to obtain funding, we may
be required to sell the Company or certain of its assets or technologies or to
cease operations.
Our history of operating losses and our expectations of continuing losses may
hurt our ability to continue operations.
We have experienced significant operating losses since our inception in
1987. As of March 31, 2001, we had an accumulated deficit of $143.2 million.
We have not generated revenues from the commercialization of any product. All
of our revenues to date have consisted of contract research and development
revenues, license and milestone payments, research grants, certain asset
divestitures and interest income. We expect that substantially all of our
revenues for the foreseeable future will result from research grants and, if we
are able to establish new
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collaborations, payments under those future collaborations, including
royalties on product sales and interest income. We expect to continue to incur
substantial net operating losses which may imperil our ability to continue
operations. To achieve profitable operations, we, alone or with partners, must
successfully identify, develop, register and market proprietary products. We
may not be able to generate sufficient product revenue to become profitable on
a sustained basis or at all.
If we cannot cost-effectively manufacture our products and the products of our
partners in commercial quantities and in compliance with regulatory
requirements, we may not be able to successfully commercialize our products.
To be successful, our products and the products of our partners must be
manufactured in commercial quantities in compliance with regulatory
requirements and at an acceptable cost. We have not commercialized any
products, nor have we demonstrated that we can manufacture commercial
quantities of our product candidates or our partners' product candidates in
accordance with regulatory requirements. We intend to rely on third party
contract manufacturers to produce materials needed for clinical trials and
product commercialization. Third party manufacturers may not be able to meet
our needs with respect to timing, quantity or quality. If we are unable to
contract for a sufficient supply of needed materials on acceptable terms, or if
we should encounter delays or difficulties in our relationships with
manufacturers, it may delay clinical trials, regulatory approvals and marketing
efforts for our products. Such delays could adversely affect our competitive
position and our chances of achieving profitability. We cannot be sure that we
can manufacture, either on our own our through contracts with third parties,
such products at a cost or in quantities which are commercially viable.
The lengthy approval process and uncertainty of government regulatory
requirements may delay or prevent us from commercializing products.
We cannot commercialize our products if we do not receive FDA or foreign
approval for our products. Clinical testing, manufacture, promotion and sale
of our products are subject to extensive regulation by numerous governmental
authorities in the United States, principally the FDA, and corresponding state
and foreign regulatory agencies. These regulations may delay or prevent us
from commercializing products. Noncompliance with applicable requirements can
result in, among other things, fines, injunctions, seizure of products, total
or partial suspension of product marketing, failure of the government to grant
pre-market approval, withdrawal of marketing approvals and criminal
prosecution.
The regulatory process for new therapeutic drug products, including the
required preclinical studies and clinical testing, is lengthy and expensive.
We may not receive necessary FDA or foreign clearances for any of our potential
products in a timely manner, or at all. The length of the clinical trial
process and the number of patients the FDA will require to be enrolled in the
clinical trials in order to establish the safety and efficacy of our products
is uncertain. The FDA or we and our collaborators may decide to discontinue or
suspend clinical trials at any time if the subjects or patients who are
participating in such trials are being exposed to unacceptable health risks or
if the results show no or limited benefit in patients treated with the drug
compared to patients in the control group.
We may encounter significant delays or excessive costs in our efforts to
secure necessary approvals. Regulatory requirements are evolving and
uncertain. Future United States or foreign legislative or administrative acts
could also prevent or delay regulatory approval of our products. We may not
receive the necessary approvals for clinical trials, manufacturing or marketing
of any of our products under development. Even if we obtain commercial
regulatory approvals, the approvals may significantly limit the indicated uses
for which we may market our products. In addition, the FDA may continually
review a product after its initial approval and commercialization. Later
discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market, as well as possible
civil or criminal sanctions.
To market any drug products outside of the United States, we are also
subject to numerous and varying foreign regulatory requirements, implemented by
foreign health authorities, governing the design and conduct of human clinical
trials and marketing approval. The approval procedure varies among countries
and can involve additional testing, and the time required to obtain approval
may differ from that required to obtain FDA approval.
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The foreign regulatory approval process includes all of the risks
associated with obtaining FDA approval set forth above, and approval by the FDA
does not ensure approval by the health authorities of any other country, nor
does the approval by foreign health authorities ensure approval by the FDA.
Among the other requirements for regulatory approval is the requirement
that prospective manufacturers conform to the FDA's Good Manufacturing
Practices, or GMP, requirements specifically for biological drugs, as well as
for other drugs. In complying with the FDA's GMP requirements, manufacturers
must continue to expend time, money and effort in production, record keeping
and quality control to assure that the product meets applicable specifications
and other requirements. Failure to comply with the FDA's GMP requirements
subjects the manufacturer to possible FDA regulatory action. If we or our
contract manufacturers, if any, fail to maintain compliance with the FDA's GMP
requirements on a continuing basis, it could materially adversely affect our
operations, commercialization efforts and profitability.
Technological change and competition may render our potential products
obsolete.
The biotechnology industry continues to undergo rapid change and
competition is intense and is expected to increase. Our competitors may
succeed in developing technologies and products that are more
effective or affordable than any of the products we are developing or which
would render our technology and products obsolete and noncompetitive. We
compete with many public and private companies, including pharmaceutical
companies, chemical companies, specialized biotechnology companies and academic
institutions. Many of our competitors have substantially greater experience,
financial and technical resources and production, marketing and development
capabilities than us. In addition, many of our competitors have significantly
greater experience conducting preclinical studies and clinical trials of new
products, and in obtaining regulatory approvals for such products.
Accordingly, some of our competitors may succeed in obtaining developing and
commercializing products more rapidly or effectively than us, or in developing
technology and products that would render our technology and products obsolete
or noncompetitive. We are aware of companies that are pursuing the development
of novel pharmaceuticals which target the same diseases that we are targeting.
These and other efforts by potential competitors may be successful, and other
technologies may be developed to compete with our technologies. If we cannot
successfully respond to technological change in a timely manner, our
commercialization efforts may be harmed.
Our products under development address a range of markets. Our
competition will be determined in part by the potential indications for which
our compounds are developed and ultimately approved by regulatory authorities.
For certain of our potential products, an important factor in competition may
be the timing of market introduction of our products and competitive products.
Accordingly, the relative speed with which we can develop products, complete
the clinical trials and approval processes and supply commercial quantities of
the products to the market are expected to be important competitive factors.
We expect that competition among products approved for sale will be based,
among other things, on product effectiveness, safety, reliability,
availability, price and patent position.
Our failure to obtain issued patents and, consequently, to protect our
proprietary technology, could impair our competitive position.
Our success will depend in part on our ability to obtain patent protection
for our products and processes, both in the United States and other countries.
The patent position of biotechnology and pharmaceutical companies is highly
uncertain and involves complex legal and factual questions. There is no
consistent policy regarding the breadth of claims allowed in biotechnology
patents. We intend to file applications and pursue patent prosecution as
appropriate for patents covering both our products and processes. We cannot be
sure that patents will issue from any of the patent applications that we own or
license or that, if patents do issue, that claims allowed will be sufficiently
broad to protect our products and processes. In addition, we cannot be certain
that third parties will not challenge, invalidate or circumvent any patents
issued to us, or that the rights granted under the patents will provide
proprietary protection to us.
We also protect our proprietary technology and processes in part by
confidentiality agreements with our collaborative partners, employees and
consultants. We cannot be certain that our collaborative partners, employees
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and consultants will not breach these agreements, that we will have
adequate remedies for any breach, or that our trade secrets will not otherwise
become known or be independently discovered by competitors.
We may not be able to commercialize our other products under development if
they infringe existing patents or patents that have not yet issued, which would
materially harm our business.
As is typical in the biotechnology industry, our commercial success will
depend in part on our ability to avoid infringing patents issued to competitors
or breaching the technology licenses upon which we might base our products. If
we fail to obtain a license to any technology that we require to commercialize
our products, or to develop an alternative compound and obtain FDA approval
within an acceptable period of time if required to do so, our business would be
harmed. Litigation, which could result in substantial costs to us, may also be
necessary to enforce any patents issued to us or to determine the scope and
validity of others' proprietary rights. In addition, we may have to
participate in interference proceedings declared by the United States Patent
and Trademark Office which could result in substantial costs to determine the
priority of inventions.
Our future success depends in part on the continued service of our key
scientific and management personnel and our ability to identify, hire and
retain additional personnel.
We are highly dependent on the principal members of our scientific and
management staff. We do not maintain key person life insurance on the life of
any employee. Our future success also will depend in part on the continued
service of our key scientific and management personnel and our ability to
identify, hire and retain additional qualified personnel. There is intense
competition for qualified personnel in the areas of our activities, and we
cannot be sure that we will be able to continue to attract and retain such
personnel necessary for the development of our business. Because of the
intense competition, we cannot be sure that we will be successful in adding
technical personnel as needed to meet the staffing requirements of additional
collaborative relationships. Our failure to attract and retain key personnel
could be significantly detrimental to our product development programs and
could harm our business.
If we do not develop a sufficient sales and marketing force, we may not be able
to successfully commercialize our products.
We have no experience in sales, marketing or distribution. Before we can
market any of our products directly, we must develop a substantial marketing
and sales force with technical expertise and supporting distribution
capability. Alternatively, we may obtain the assistance of one or more
pharmaceutical companies with a large distribution system and a large direct
sales force. Other than our agreement with Takara, we do not have any existing
distribution arrangements with any pharmaceutical company for our products
under development. We cannot be sure that we can establish sales and
distribution capabilities or successfully gain market acceptance for our
products. If we cannot develop sales and distribution capabilities, we may not
be able to successfully commercialize our products.
Adverse determinations concerning product pricing, reimbursement and related
matters could prevent us from successfully commercializing products.
Our ability to successfully commercialize our products may depend in part on
the extent to which reimbursement for the cost of such products and related
treatment will be available from government health administration authorities,
private health insurers and other organizations. Third-party payors are
increasingly challenging the price of medical products and services.
Significant uncertainty exists as to the reimbursement status of newly approved
health care products, and we cannot be certain that adequate third-party
coverage will be available to enable us to maintain price levels sufficient to
realize an appropriate return on our investment in product development. If we
cannot obtain adequate third-party coverage for our products, it could harm our
business.
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Product liability risks may expose us to significant liability.
Our business exposes us to potential product liability risks which are
inherent in the testing, manufacturing and marketing of human therapeutic
products. While we currently have product liability insurance, we cannot be
sure that we can maintain such insurance on acceptable terms or that our
insurance will provide adequate coverage against potential liabilities.
Our use of hazardous materials could expose us to significant costs.
Our research and development processes involve the controlled storage, use
and disposal of hazardous materials, chemicals and radioactive compounds. We
are subject to federal, state and local laws and regulations governing the use,
manufacture, storage, handling and disposal of these materials and some waste
products. Although we believe that our safety procedures for handling and
disposing of these materials comply with the standards prescribed by these laws
and regulations, the risk of accidental contamination or injury from these
materials cannot be completely eliminated. In the event of an accident, we
could be held liable for any damages that result, and any liability could
exceed our resources.
Although we believe that we are in compliance in all material respects
with applicable environmental laws and regulations and currently do not expect
to make material capital expenditures for environmental control facilities in
the near term, we cannot be sure that compliance with environmental laws and
regulations in the future will not entail significant costs, or that our
business will not be harmed by current or future environmental laws or
regulations.
The volatility of the price of our common stock may hurt our stockholders.
The market prices for securities of biotechnology companies, including our
common stock, have historically been highly volatile, and the market from time
to time has experienced significant price and volume fluctuations that are
unrelated to the operating performance of such companies. The following
factors may have a significant effect on the market price of our common stock:
•
announcements of technological innovations or new commercial
therapeutic products by us or others;
•
governmental regulation that affects the biotechnology and pharmaceutical industries;
•
developments in patent or other proprietary rights;
•
developments in, or termination of, our relationships with our collaborative partners;
•
public concern as to the clinical results and/or, the safety of drugs developed by us or others; and
•
general market conditions.
Fluctuations in financial performance from period to period also may have a
significant impact on the market price of our common stock.
The subordination of our common stock to our preferred stock could hurt common
stockholders.
Our common stock is expressly subordinate to our Series S and Series S-1
Preferred Stock in the event of our liquidation, dissolution or winding up. If
we were to cease operations and liquidate our assets, there may not be any
remaining value available for distribution to the holders of common stock after
providing for the Series S and Series S-1 Preferred Stock liquidation
preference.
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The effect of anti-takeover provisions could adversely affect our common
stockholders.
Our certificate of incorporation includes a provision that requires the
approval of holders of at least 66 2/3% of our voting stock as a condition to a
merger or certain other business transactions with, or proposed by, a holder of
15% or more of our voting stock. This approval is not required in cases where
certain of our directors approve the transaction or where certain minimum price
criteria and other procedural requirements are met. Our certificate of
incorporation also requires the approvals of holders of at least 66 2/3% of our
voting stock to amend or change the provisions mentioned relating to the
transaction approval. Finally, our certificate of incorporation provides that
any action required or permitted to be taken by our stockholders must be
effected at a duly called annual or special meeting rather than by any consent
in writing.
Further, pursuant to the terms of our stockholder rights plan, we have
distributed a dividend of one right for each outstanding share of common stock.
These rights will cause substantial dilution to the ownership of a person or
group that attempts to acquire us on terms not approved by the Board of
Directors and may have the effect of deterring hostile takeover attempts.
Concentration of ownership among our existing officers, directors and principal
stockholders may prevent other stockholders from influencing significant
corporate decisions and depress our stock price.
Our officers, directors and stockholders with at least 10% of our stock
together control approximately 49% of our outstanding common stock and
preferred stock, on a combined, as-converted basis. If these officers,
directors and principal stockholders act together, they will be able to exert a
significant degree of influence over our management and affairs and over
matters requiring stockholder approval, including the election of directors and
approval of mergers or other business combination transactions. The interests
of this concentration of ownership may not always coincide with our interests
or the interests of other stockholders. For instance, officers, directors and
principal stockholders, acting together, could cause us to enter into
transactions or agreements that we would not otherwise consider. Similarly,
this concentration of ownership may have the effect of delaying or preventing a
change in control of our company otherwise favored by our other stockholders.
This concentration of ownership could depress our stock price.
We have never paid dividends.
We have never paid any cash dividends and do not anticipate paying cash
dividends in the foreseeable future.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholder.
11.
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SELLING STOCKHOLDER
The following table sets forth as of the date of this prospectus, the
number of shares of our common stock that the selling stockholder holds that
may be offered for sale from time to time under this prospectus. All of the
shares of common stock which may be sold by the selling stockholder were issued
pursuant to a restricted stock purchase agreement between us and the selling
stockholder entered into in connection with an employment letter. Beneficial
ownership calculations are determined in accordance with the rules of the SEC
and are based on 8,908,278 shares of common stock outstanding as of June 25,
2001. In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock that are presently
exercisable or that will become exercisable within 60 days of June 25, 2001 are
deemed outstanding for such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.
Percent of
Shares Which
Beneficial
May Be Sold
Shares Beneficially
Ownership as of
Under This
Selling Stockholder
Owned
June 25, 2001
Prospectus
Dr. Emile Loria (1)
1,056,301
10.6
%
1,056,301
(1)
Of the shares held by Dr. Loria, 939,898 shares were subject to a right
of repurchase in favor of us as of June 25, 2001, which right lapses over
time with his continued service as an employee or member of the Board of
Directors of the Company. Dr. Loria is our President and Chief Executive
Officer and is a member of our Board of Directors.
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PLAN OF DISTRIBUTION
We have been advised by the selling stockholder that he intends to sell
all or a portion of the shares from time to time in the Nasdaq National Market
and that sales will be made at prices prevailing in the Nasdaq National Market
at the times of those sales. The selling stockholder may also make private
sales directly or through a broker or brokers, who may act as agent or as
principal. Further, the selling stockholder may choose to dispose of the shares
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933, as amended.
Any broker-dealer participating in these transactions as agent may receive
commissions from the selling stockholder (and, if such broker acts as agent for
the purchaser of shares, from the purchaser). Broker-dealers may agree with the
selling stockholder to sell a specified number of shares at a stipulated price
per share, and, to the extent a broker-dealer is unable to do so acting as
agent for the selling stockholder, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares as principal may resell such
shares from time to time in transactions (which may involve cross transactions
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in
connection with these resales, may pay to or receive from the purchasers of
shares commissions computed as described above.
We have advised the selling stockholder that Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to sales in
the market and have informed him of the possible need for delivery of copies of
this prospectus. The selling stockholder may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any broker-dealers,
and, if any broker-dealers purchase shares as principal, any profits received
on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.
Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated), including any person
who may be deemed to be our affiliate, is entitled to sell within any
three-month period "restricted shares" beneficially owned by him or her in an
amount that does not exceed the greater of (i) 1% of the then outstanding
shares of common stock or (ii) the average weekly trading volume in shares of
common stock during the four calendar weeks preceding the sale, provided that
at least one year has elapsed since the shares were acquired from us or our
affiliate. Sales are also subject to certain requirements as to the manner of
sale, notice and availability of current public information regarding us.
However, a person who has not been our affiliate at any time within three
months prior to the sale is entitled to sell his or her shares without regard
to the volume limitations or other requirements of Rule 144, provided that at
least one year has elapsed since the shares were acquired from us or our
affiliate.
There can be no assurance that the selling stockholder will sell any or
all of the shares of common stock offered under this prospectus.
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LEGAL MATTERS
The validity of the issuance of the shares of common stock described in
this prospectus will be passed upon for us by Cooley Godward LLP, San Diego,
California.
EXPERTS
Ernst &
Young LLP, independent auditors, have audited our consolidated financial
statements included in our Annual Report on Form 10-K for the year
ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the
registration statement.  Our financial statements are incorporated by
reference in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting
and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
•
Annual Report on Form 10-K for the year ended December 31, 2000;
•
Proxy Statement on Schedule 14A filed April 27, 2001;
•
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and
•
Our registration statement on Form 8-A, as amended, which
includes a description of our common stock.
All reports and other documents that we subsequently file prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
We hereby undertake to provide without charge to each person to whom a
copy of this prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of our
Investor Relations department, at
Epimmune Inc.
5820 Nancy Ridge Drive
San Diego, CA 92121
(858) 860-2500
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ADDITIONAL INFORMATION ABOUT EPIMMUNE
We are subject to the informational reporting requirements of the Exchange
Act and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. These reports, proxy
and information statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC. You may read and copy
this information at any of the following public reference facilities:
Room 1024, Judiciary Plaza
Seven World Trade Center
Citicorp Center
450 Fifth Street, N.W
Suite 1300
500 West Madison Street
Washington, D.C. 20549
New York, New York 10048
Suite 1400
Chicago, Illinois 60661
Copies of such material may be obtained by mail at prescribed rates from
the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The SEC also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at the address
http://www.sec.gov.
Our common stock is listed for quotation on the Nasdaq National Market,
and such reports, proxy and information statements and other information
concerning us may be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.
The prospectus is only part of a registration statement that we have filed
with the SEC under the Securities Act and therefore omits certain information
contained in the registration statement. We have also filed exhibits and
schedules with the registration statement that are not included in this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. A copy of the registration statement, including the exhibits and
schedules thereto, may be inspected without charge at the Public Reference Room
of the SEC described above, and copies of such material may be obtained from
such office upon payment of the fees prescribed by the SEC.
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PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The SEC allows us to incorporate by reference information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
•
Annual Report on Form 10-K for the year ended December 31, 2000;
•
Proxy Statement on Schedule 14A filed April 27, 2001;
•
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and
•
Our registration statement on Form 8-A, as amended, which
includes a description of our common stock.
All reports and other documents that we subsequently file pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Our Certificate of Incorporation and Bylaws include provisions to (i)
eliminate the personal liability of our directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the DGCL and (ii) require us to indemnify our directors
and officers to the fullest extent permitted by applicable law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the DGCL, a corporation generally has the power to indemnify its
present and former directors, officers, employees and agents against expenses
incurred by them in connection with any suit to which they are or are
threatened to be made, a party by reason of their serving in such positions so
long as they acted in good faith and in a manner they reasonably believed to be
in or not opposed to, the best interests of the corporation and with respect to
any criminal action, they had no reasonable cause to believe their conduct was
unlawful. We believe that these provisions are necessary to attract and retain
qualified persons as directors and officers. These provisions do not eliminate
the directors' or officers' duty of care, and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available under the DGCL. In addition, each director will continue
to be subject to liability pursuant to Section 174 of the DGCL, for breach of
the director's duty of loyalty to us, for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of law, for acts or
omissions that the director believes to be contrary to our best interests or
our stockholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to us or our stockholders when the director was aware
or should have been aware of a risk of serious injury to us or our
stockholders, for acts or omission that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to us or our
stockholders, for improper transactions between the director and us and for
improper loans to directors and officers. The provision also does not affect a
16.
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director's responsibilities under any other law, such as the federal
securities law or state or federal environmental laws.
We have entered into indemnity agreements with each of our directors and
executive officers that require us to indemnify such persons against expenses,
judgments, fines, settlements and other amounts incurred (including expenses of
a derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was one of our directors or executive officers or a
director or executive officer of any of our affiliated enterprises, provided
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of us and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
At present, there is no pending litigation or proceeding involving our
directors or officers as to which indemnification is being sought nor are we
aware of any threatened litigation that may result in claims for
indemnification by any officer or director.
Item 7.  Exemption from Registration Claimed.
The issuance of the shares being offered by the Form S-3 resale prospectus
were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act as a transaction by an issuer not
involving a public offering. The recipient of our securities in such
transaction represented his intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the share certificates and
instruments issued in such transactions. The recipient had adequate access,
through their relationship with us, to information about us.
Item 8.  Exhibits.
Exhibit No.
Description
5.1
Opinion of Cooley Godward LLP.
23.1
Consent of Ernst & Young LLP, Independent Auditors.
23.2
Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1
Power of Attorney. Reference is made to page II-4.
99.1
Restricted Stock Purchase Agreement between the Registrant and the
selling stockholder dated January 16, 2001.(1)
(1)
Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2001, filed on May 11, 2001
Item 9.  Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered, which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on June 26, 2001.
EPIMMUNE INC.
By:
/s/ Emile Loria, M.D.
Emile Loria, M.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Emile Loria, M.D. and Robert J. De
Vaere, and each or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Emile Loria, M.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
June 26, 2001
EMILE LORIA, M.D.
/s/ Robert J. De Vaere
Vice President, Finance and Chief Financial Officer
(Principal Financial and
Accounting  Officer)
June 26, 2001
ROBERT J. DE VAERE
/s/ Howard E. Greene, Jr.
Director
June 26, 2001
HOWARD E. GREENE, JR
/s/ William T. Comer, Ph.D.
Director
June 25, 2001
WILLIAM T. COMER, PH.D
MICHAEL G. GREY
Director
June 26, 2001
JOHN P. MCKEARN, PH.D
Director
June 26, 2001
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EXHIBIT INDEX
EXHIBIT NO.
DESCRIPTION
5.1
Opinion of Cooley Godward LLP.
23.1
Consent of Ernst & Young LLP, Independent Auditors
23.2
Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1
Power of Attorney. Reference is made to page II-4.
99.1
Restricted Stock Purchase Agreement between the Registrant and
the selling stockholder dated January 16, 2001.(1)
(1)
Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2001, filed on May 11, 2001