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Use of Proceeds We estimate that we will receive approximately $28.6 million in net proceeds from the sale of our common stock in this offering, or approximately $33.2 million if the underwriters exercise their over-allotment option in full, based on the initial public offering price of $6.00 per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the proceeds of this offering as follows: º approximately $7.0 to $10.0 million for sales and marketing activities and market development for Zanaflex Capsules and Fampridine-SR, if approved by the FDA; º approximately $20.0 to $25.0 million principally to complete our current Fampridine-SR clinical trial and to conduct other activities related to the filing of an NDA for Fampridine-SR, as well as for research and development, including for Zanaflex and our preclinical studies related to our Chondroitinase, Neuregulin and Remyelinating Antibodies programs; and º the remainder for general corporate purposes, which may include the payment of one or more sales-based milestones to Elan for Zanaflex Capsules, the funding of working capital, capital expenditures and the potential acquisition or licensing of pharmaceutical products or product candidates that are complementary to our own. We recently entered into our revenue interest assignment arrangement with PRF in order to provide additional immediate funding to support the commercialization of Zanaflex Capsules. All funds from the PRF transaction must be used for the commercialization and other activities and obligations related specifically to our Zanaflex operations. We currently intend to use $3 million of the PRF proceeds to pay a Zanaflex Capsules sales-based milestone due to Elan on March 31, 2006 and may use additional PRF proceeds to fund a portion of the sales and marketing activities and market development for Zanaflex Capsules described above, which will free up proceeds from this offering for other purposes. We expect that the proceeds of this offering will allow us to complete our current Fampridine-SR Phase 3 clinical trial. The amount and timing of our actual expenditures on sales and marketing and our research and development programs will depend on numerous factors, including the progress of our research and development activities, the progress of our clinical trials and regulatory approval process, the number and breadth of our product development programs, our success in marketing Zanaflex Capsules, and any in-licensing and acquisition activities. Our research programs are in an early stage of development and it is difficult to predict what advances, if any, we will make in our research activities using the proceeds of this offering. Accordingly, we will retain broad discretion in the allocation and use of the proceeds of this offering. Currently we have no specific plans or commitments related to any acquisitions or licenses. Pending application of the net proceeds, we intend to invest them in short-term, investment-grade, interest-bearing instruments. Under our revenue interest assignment arrangement with PRF, if this offering results in our having a total market capitalization in excess of $150.0 million, we will have the option, for 180 days, to repurchase PRF's rights at the "put/call price" in effect on the date such right is exercised. The put/call price on a given date is the greater of (i) 150% of the payments made by PRF to us as of such date, less all payments received by PRF from us as of such date, and (ii) an amount that would generate an internal rate of return to PRF of 25% of all payments made by PRF to us as of such date, taking into account the amount and timing of all payments received by PRF from us as of such date. We do not currently intend to exercise this option if it becomes exercisable, but we may reevaluate whether we would exercise the option during the 180-day period. If we do exercise any such option, we would use a portion of the proceeds from this offering to make the repayment. Unless earlier terminated, the revenue interest assignment arrangement will expire on December 31, 2015.