<PAGE>   1
     As filed with the Securities and Exchange Commission on June 29, 1998
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

               NEW YORK                                          13-3754005
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

           SENTRY PARK EAST
           1720 WALTON ROAD
            BLUE BELL, PA                                           19422
(Address of Principal Executive Offices)                          (Zip Code)


                        1997 CONSULTANT STOCK OPTION PLAN
                            (Full title of the plan)


                                LEONARD S. JACOB
                             CHIEF EXECUTIVE OFFICER
                       INKINE PHARMACEUTICAL COMPANY, INC.
                                SENTRY PARK EAST
                                1720 WALTON ROAD
                               BLUE BELL, PA 19422
                     (Name and address of agent for service)


                                 (610) 260-9350
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            CHARLES C. ZALL, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                               CENTRE SQUARE WEST
                         1500 MARKET STREET, 38TH FLOOR
                           PHILADELPHIA, PA 19102-2186
                                 (215) 972-8660

               See next page for calculation of registration fee.
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                               Proposed
                                        Proposed Maximum       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate          Amount of Registration Fee (2)
    be Registered       Registered (1)    Per Share(2)      Offering Price (2)
<S>                     <C>             <C>                 <C>                  <C>
--------------------------------------------------------------------------------------------------------------
Common Stock, Par           2,500,000   $      1.3125         $ 3,281,250                   $967.97
Value $0.0001 Per
Share                                                                                          

                                                            
</TABLE>

         (1) The 1997 Consultant Stock Option Plan covers a total of 2,500,000
shares.

         (2) The registration fee with respect to these shares has been computed
based on the average of the reported high and low sale prices of shares of
Common Stock on June 25, 1998.
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.(1)

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 in this registration statement and to be a part
thereof from the date of filing of such documents:

         (a)      The Registrant's annual report on Form 10-KSB for the fiscal
                  year ended June 30, 1997, as amended by Form 10-KSB/A, filed
                  on January 14, 1998.

         (b)      The Registrant's quarterly reports on Form 10-QSB for the
                  quarter ended September 30, 1997, as amended by Form 10-QSB/A,
                  filed on November 19, 1997, and for the quarters ended
                  December 31, 1997 and March 31, 1998. The Registrant's report
                  on Form 8-K, dated November 21, 1997, as amended by Form
                  8-K/A, dated December 3, 1997.

         (c)      The description of the Registrant's Common Stock which is
                  contained in any Registration Statement or report of the
                  Registrant filed under the Securities Exchange Act of 1934,
                  including any amendments or reports filed for the purposes of
                  updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


----------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Registrant's 1997 Consultant Stock Option 
         Plan (the "Plan") which is or will be delivered to each Participant
         selected to participate in the Plan in accordance with Rule 428 under
         the Securities Act of 1933, as amended. Pursuant to the Note to Part I
         of Form S-8, this information is not being filed with this Form S-8.


                                        1
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 721-726 of the New York General Corporation Law empower a
corporation to indemnify any person made, or threatened to be made, a party to
an action or proceeding, other than one by or in the right of the corporation,
whether civil or criminal, by reason of the fact that he or she was a director
or officer of the corporation or served such corporation in any capacity. A
corporation is empowered to indemnify such director or officer against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, if such director or officer acted in good faith, for a purpose
which he or she reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings, had no reasonable cause to
believe that his or her conduct was unlawful.

         The Registrant's Certificate of Incorporation provides that the
directors of the Registrant shall not be liable for damages for any breach of
duty as directors, except that a director shall be liable if a judgment or other
final adjudication adverse to such director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of the New York Business Corporation Law.

         The Registrant's Bylaws provide that the directors and officers of the
Registrant shall be indemnified and held harmless by the Corporation to the
fullest extent currently authorized by the New York Business Corporation Law.
These provision indemnify such persons against all expense, liability, and loss
reasonably incurred or suffered by such persons. Further, the Bylaws provide for
the advancement of expenses to persons eligible for indemnification under the
Bylaws. In addition, the Bylaws authorize the Corporation to maintain insurance
to protect itself and any director or officer of the Corporation against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such persons against such expense, liability, or loss under the New
York Business Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         5        Opinion of Saul, Ewing, Remick & Saul LLP

         23.1     Consent of Richard A. Eisner & Company, LLP, independent
                  auditors

         23.2     Consent of Saul, Ewing, Remick & Saul LLP (contained in
                  Exhibit No. 5)

         24       Power of Attorney (included on signature page of the
                  Registration Statement)

         99       1997 Consultant Stock Option Plan


                                        2
<PAGE>   5
ITEM 9.  UNDERTAKINGS

         (1)      The undersigned Registrant undertakes:

                  (a) To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement:

                        (i) to include any prospectus required by section
      10(a)(3) of the Securities Act of 1933 ("Securities Act"), unless the
      information required to be included in such post-effective amendment is
      contained in a periodic report required to be filed by the Registrant or
      plan pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 ("Exchange Act") that is incorporated herein by reference;

                        (ii) to reflect in the prospectus any facts or events
      arising after the effective date of the Registration Statement (or the
      most recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information set forth
      in the Registration Statement, unless the information required to be
      included in such post-effective amendment is contained in a periodic
      report filed by the Registrant or plan pursuant to Section 13 or 15(d) of
      the Exchange Act that is incorporated herein by reference;

                        (iii) to include any material information with respect
      to the plan of distribution not previously disclosed in the Registration
      Statement or any material change to such information in the registration
      statement.

                  (b) That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be deemed to
      be a new Registration Statement related to the securities offered herein,
      and the offering of such securities at the time shall be deemed to be the
      initial bona fide offering thereof.

                  (c) 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.

                  (d) That, for the purposes of determining any liability under
      the Securities Act, each filing of the Registrant's annual report pursuant
      to Section 13(a) or 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 herein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

         (2) 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 provisions described in Item 6 above, 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 of the Registrant of expenses incurred or paid by the 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.


                                        3
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Blue Bell, Pennsylvania, on June 29, 1998.

                                    InKine Pharmaceutical Company, Inc.

                                    By: /s/ Dr. Leonard S. Jacob
                                        ---------------------------------
                                        Dr. Leonard S. Jacob, M.D., Ph.D.
                                        Chairman of the Board and
                                        Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Leonard S. Jacob and Robert F. Apple,
or either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of InKine Pharmaceutical Company, Inc., any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, may 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 on June 29, 1998, by the following
persons in the capacities indicated.

        Signature                     Title                           Date

/s/ Dr. Leonard S. Jacob         Chairman of the Board, and        June 29, 1998
-----------------------------    Chief Executive Officer
Dr. Leonard S. Jacob             (Principal Executive Officer)

/s/ Taffy J. Williams, Ph.D.     President, Chief Operating        June 29, 1998
-----------------------------    Officer and Director
Taffy J. Williams, Ph.D.         

/s/ Robert F. Apple              Vice President, Finance and       June 29, 1998
-----------------------------    Administration (Principal
Robert F. Apple                  Financial Officer)

/s/ J.R. Leshufy                 Director                          June 29, 1998
-----------------------------
J.R. Leshufy

/s/ Steven Ratoff                Director                          June 29, 1998
-----------------------------
Steven Ratoff

/s/ Thomas P. Stagnaro           Director                          June 29, 1998
-----------------------------
Thomas P. Stagnaro

/s/ Jerry A. Weisbach, Ph.D.     Director                          June 29, 1998
-----------------------------
Jerry A. Weisbach, Ph.D.


                                        4
<PAGE>   7
                                  EXHIBIT INDEX

 Exhibit
 Number                          Name of Document

    5    Opinion of Saul, Ewing, Remick & Saul LLP

 23.1    Consent of Richard A. Eisner & Company, LLP, independent auditors

 23.2    Consent of Saul, Ewing, Remick & Saul LLP (contained in Exhibit No. 5)

   24    Power of Attorney (included on signature page of the Registration 
         Statement)

   99    1997 Consultant Stock Option Plan


                                        5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 INKINE PHARMACEUTICAL COMPANY, INC.", "secsgml_size_bytes": 16132}]
{"company-data": {"conformed-name": "INKINE PHARMACEUTICAL CO INC", "cik": "0000929547", "assigned-sic": "2834", "irs-number": "133754005", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58065", "film-number": "98657557"}, "business-address": {"street1": "425 PARK AVE", "street2": "27TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123198300"}, "mail-address": {"street1": "425 PARK AVE", "street2": "27TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "PANAX PHARMACEUTICAL CO LTD", "date-changed": "19940906"}}
1
     As filed with the Securities and Exchange Commission on June 29, 1998
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

               NEW YORK                                          13-3754005
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

           SENTRY PARK EAST
           1720 WALTON ROAD
            BLUE BELL, PA                                           19422
(Address of Principal Executive Offices)                          (Zip Code)

                        1997 CONSULTANT STOCK OPTION PLAN
                            (Full title of the plan)

                                LEONARD S. JACOB
                             CHIEF EXECUTIVE OFFICER
                       INKINE PHARMACEUTICAL COMPANY, INC.
                                SENTRY PARK EAST
                                1720 WALTON ROAD
                               BLUE BELL, PA 19422
                     (Name and address of agent for service)

                                 (610) 260-9350
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            CHARLES C. ZALL, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                               CENTRE SQUARE WEST
                         1500 MARKET STREET, 38TH FLOOR
                           PHILADELPHIA, PA 19102-2186
                                 (215) 972-8660

               See next page for calculation of registration fee.
2
                         CALCULATION OF REGISTRATION FEE
Proposed
                                        Proposed Maximum       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate          Amount of Registration Fee (2)
    be Registered       Registered (1)    Per Share(2)      Offering Price (2)
--------------------------------------------------------------------------------------------------------------
Common Stock, Par           2,500,000   $      1.3125         $ 3,281,250                   $967.97
Value $0.0001 Per
Share
(1) The 1997 Consultant Stock Option Plan covers a total of 2,500,000
shares.

         (2) The registration fee with respect to these shares has been computed
based on the average of the reported high and low sale prices of shares of
Common Stock on June 25, 1998.
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.(1)

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 in this registration statement and to be a part
thereof from the date of filing of such documents:

         (a)      The Registrant's annual report on Form 10-KSB for the fiscal
                  year ended June 30, 1997, as amended by Form 10-KSB/A, filed
                  on January 14, 1998.

         (b)      The Registrant's quarterly reports on Form 10-QSB for the
                  quarter ended September 30, 1997, as amended by Form 10-QSB/A,
                  filed on November 19, 1997, and for the quarters ended
                  December 31, 1997 and March 31, 1998. The Registrant's report
                  on Form 8-K, dated November 21, 1997, as amended by Form
                  8-K/A, dated December 3, 1997.

         (c)      The description of the Registrant's Common Stock which is
                  contained in any Registration Statement or report of the
                  Registrant filed under the Securities Exchange Act of 1934,
                  including any amendments or reports filed for the purposes of
                  updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

----------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Registrant's 1997 Consultant Stock Option 
         Plan (the "Plan") which is or will be delivered to each Participant
         selected to participate in the Plan in accordance with Rule 428 under
         the Securities Act of 1933, as amended. Pursuant to the Note to Part I
         of Form S-8, this information is not being filed with this Form S-8.

                                        1
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 721-726 of the New York General Corporation Law empower a
corporation to indemnify any person made, or threatened to be made, a party to
an action or proceeding, other than one by or in the right of the corporation,
whether civil or criminal, by reason of the fact that he or she was a director
or officer of the corporation or served such corporation in any capacity. A
corporation is empowered to indemnify such director or officer against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, if such director or officer acted in good faith, for a purpose
which he or she reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings, had no reasonable cause to
believe that his or her conduct was unlawful.

         The Registrant's Certificate of Incorporation provides that the
directors of the Registrant shall not be liable for damages for any breach of
duty as directors, except that a director shall be liable if a judgment or other
final adjudication adverse to such director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of the New York Business Corporation Law.

         The Registrant's Bylaws provide that the directors and officers of the
Registrant shall be indemnified and held harmless by the Corporation to the
fullest extent currently authorized by the New York Business Corporation Law.
These provision indemnify such persons against all expense, liability, and loss
reasonably incurred or suffered by such persons. Further, the Bylaws provide for
the advancement of expenses to persons eligible for indemnification under the
Bylaws. In addition, the Bylaws authorize the Corporation to maintain insurance
to protect itself and any director or officer of the Corporation against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such persons against such expense, liability, or loss under the New
York Business Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         5        Opinion of Saul, Ewing, Remick & Saul LLP

         23.1     Consent of Richard A. Eisner & Company, LLP, independent
                  auditors

         23.2     Consent of Saul, Ewing, Remick & Saul LLP (contained in
                  Exhibit No. 5)

         24       Power of Attorney (included on signature page of the
                  Registration Statement)

         99       1997 Consultant Stock Option Plan

                                        2
5
ITEM 9.  UNDERTAKINGS

         (1)      The undersigned Registrant undertakes:

                  (a) To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement:

                        (i) to include any prospectus required by section
      10(a)(3) of the Securities Act of 1933 ("Securities Act"), unless the
      information required to be included in such post-effective amendment is
      contained in a periodic report required to be filed by the Registrant or
      plan pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 ("Exchange Act") that is incorporated herein by reference;

                        (ii) to reflect in the prospectus any facts or events
      arising after the effective date of the Registration Statement (or the
      most recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information set forth
      in the Registration Statement, unless the information required to be
      included in such post-effective amendment is contained in a periodic
      report filed by the Registrant or plan pursuant to Section 13 or 15(d) of
      the Exchange Act that is incorporated herein by reference;

                        (iii) to include any material information with respect
      to the plan of distribution not previously disclosed in the Registration
      Statement or any material change to such information in the registration
      statement.

                  (b) That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be deemed to
      be a new Registration Statement related to the securities offered herein,
      and the offering of such securities at the time shall be deemed to be the
      initial bona fide offering thereof.

                  (c) 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.

                  (d) That, for the purposes of determining any liability under
      the Securities Act, each filing of the Registrant's annual report pursuant
      to Section 13(a) or 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 herein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

         (2) 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 provisions described in Item 6 above, 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 of the Registrant of expenses incurred or paid by the 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.

                                        3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Blue Bell, Pennsylvania, on June 29, 1998.

                                    InKine Pharmaceutical Company, Inc.

                                    By: /s/ Dr. Leonard S. Jacob
                                        ---------------------------------
                                        Dr. Leonard S. Jacob, M.D., Ph.D.
                                        Chairman of the Board and
                                        Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Leonard S. Jacob and Robert F. Apple,
or either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of InKine Pharmaceutical Company, Inc., any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, may 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 on June 29, 1998, by the following
persons in the capacities indicated.

        Signature                     Title                           Date

/s/ Dr. Leonard S. Jacob         Chairman of the Board, and        June 29, 1998
-----------------------------    Chief Executive Officer
Dr. Leonard S. Jacob             (Principal Executive Officer)

/s/ Taffy J. Williams, Ph.D.     President, Chief Operating        June 29, 1998
-----------------------------    Officer and Director
Taffy J. Williams, Ph.D.         

/s/ Robert F. Apple              Vice President, Finance and       June 29, 1998
-----------------------------    Administration (Principal
Robert F. Apple                  Financial Officer)

/s/ J.R. Leshufy                 Director                          June 29, 1998
-----------------------------
J.R. Leshufy

/s/ Steven Ratoff                Director                          June 29, 1998
-----------------------------
Steven Ratoff

/s/ Thomas P. Stagnaro           Director                          June 29, 1998
-----------------------------
Thomas P. Stagnaro

/s/ Jerry A. Weisbach, Ph.D.     Director                          June 29, 1998
-----------------------------
Jerry A. Weisbach, Ph.D.

                                        4
7
                                  EXHIBIT INDEX

 Exhibit
 Number                          Name of Document

    5    Opinion of Saul, Ewing, Remick & Saul LLP

 23.1    Consent of Richard A. Eisner & Company, LLP, independent auditors

 23.2    Consent of Saul, Ewing, Remick & Saul LLP (contained in Exhibit No. 5)

   24    Power of Attorney (included on signature page of the Registration 
         Statement)

   99    1997 Consultant Stock Option Plan

                                        5