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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 10-Q/A

(Amendment No. 1)

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|   |  | For the quarterly period ended March 31,
    2003                                           
|or
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|   |  | For the transition period
    from           to                                             

Commission File Number 0-29993

Intrabiotics Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its
charter)


|                                                                               |  |                                                      
|------------------------------------------------------------------------------ |  | -----------------------------------------------------
|DELAWARE(State or other jurisdiction of
    incorporation
    or organization) |  | 94-3200380(I.R.S. Employer Identification
    Number)

2483 East Bayshore Road,
Suite 100

Palo Alto, CA 94303


(Address of principal executive
offices)


(650) 526-6800

(Registrants telephone number including
area code)


Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.  Yes  þ       No o

Indicate by checkmark whether registrant is an
accelerated filer (as defined in Rule 12b-2 of Securities
Exchange Act of
1934).  Yes o       No þ

There were 3,269,168 shares of the
Companys Common Stock, par value $.001, outstanding as of
April 30, 2003.



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|               |                                                                                               |  |  |  |  |  |  | 
|-------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT 99.1  



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Explanatory Note

This amendment does not reflect events occurring
after the original filing of our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2003 (the
Form 10-Q) or update those disclosures as presented
in the Form 10-Q, except to reflect certain revisions and
clarifications in Items 2 and 6 of this Amendment
No. 1 to Form 10-Q.




Item
2.     Managements Discussion
and Analysis of Financial Condition and Results of
Operations

The following Managements Discussion and
Analysis of Financial Condition and Results of Operations
contains forward-looking statements, which involve risks,
uncertainties and assumptions. Our actual results could differ
materially from those anticipated in these forward-looking
statements as a result of many factors, including those set
forth below under RISKS RELATED TO OUR BUSINESS. The
following discussion should be read in conjunction with the
financial statements and notes included elsewhere herein and in
our 2002 audited financial statements and notes thereto included
in our 2002 Annual Report on Form 10-K/A. All
forward-looking statements included in this document are based
on information available to us on the date of this document, and
except as required by law, we assume no obligation to update any
of the forward-looking statements contained in this report to
reflect any future events or developments.

Overview

IntraBiotics Pharmaceuticals, Inc. is a
biopharmaceutical company focused on developing an antimicrobial
drug, a drug capable of destroying microorganisms that cause
disease. Our only drug in development is iseganan hydrochloride,
or HCl, oral solution for the prevention of
ventilator-associated pneumonia, or VAP. Iseganan HCl is an
antimicrobial drug that kills a wide variety of microorganisms,
including bacteria and fungi, and is effective against many
drug-resistant, disease-causing bacteria and yeast. VAP is a
bacterial pneumonia that can develop in patients receiving
mechanical (artificial) ventilation and is the most common
infection occurring in mechanically-ventilated patients.

In 2002, we were primarily developing iseganan
HCl for the prevention of ulcerative oral mucositis, a
complication that develops in cancer patients receiving
chemotherapy or radiation that results in painful ulcer-like
sores in the mouth and throat. We were evaluating whether an
infectious component of oral mucositis could be prevented or
reduced by this drug candidate. We concluded two large studies,
one in patients receiving radiation therapy to the head and
neck, and a second in patients undergoing aggressive
chemotherapy. In the radiation therapy study, there was no
difference between iseganan HCl and placebo, and in the
chemotherapy study, differences in favor of iseganan HCl were
insufficient to achieve statistical significance. Iseganan HCl
appears to be safe when applied to the oral cavity. We are not
pursuing further development of iseganan HCl to prevent oral
mucositis and, instead we are now developing iseganan HCl to
prevent VAP.

A phase I/ IIa trial of iseganan HCl oral
solution evaluating safety and antimicrobial activity in
mechanically-ventilated patients was completed in February 2001.
A phase I/IIa trial attempts to obtain preliminary indicators of
safety and efficacy of a drug candidate in a smaller patient
population. Single doses of iseganan HCl reduced the level of
bacteria in the oral cavity by more than 100-fold compared to
pre-treatment baseline levels in patients who required
mechanical ventilation. In this study, we also selected the
optimal formulation and dosage strength of iseganan HCl. The
phase I/ IIa study demonstrated that administration of iseganan
HCl every four hours progressively reduced the level of bacteria
in the oral cavity.

We have met with members of our Steering
Committee and Data Monitoring Committee, which are comprised of
doctors and statisticians who are experienced in the care of
mechanically-ventilated patients and/or the design of clinical
trials. Together, we designed a phase II/ III study to test the
effectiveness of iseganan HCl in preventing VAP. A phase II/III
study attempts to establish the safety and efficacy of a drug
candidate in an expanded patient population. We have also met
with the FDA to obtain their feedback on the trial. In April
2003, we amended our Investigational New Drug application. The
phase II/ III trial is designed to enroll 500 patients in a
double blind, placebo controlled study. Enrollment in the trial
is expected to begin in the middle of 2003, and preliminary data
from this trial are expected in the second quarter of 2004. The
aggregate costs incurred for the development of iseganan HCl for
the prevention of VAP during 2000, 2001,

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2002 and the first quarter of 2003, were
approximately $2.9 million. We cannot be certain that
iseganan HCl oral solution will prove to be safe or effective in
the prevention of VAP, or will receive regulatory approvals.


The Company has in the past ordered and received,
and may in the future receive, significant quantities of
iseganan HCl drug substance. The Companys policy is to
record any prepayments of such orders as Prepaid drug
substance. When title to the drug substance is accepted by
the Company, the purchase price, including prepaid amounts, is
accounted for as a research and development expense. As a
result, the Company may at times hold a significant amount of
iseganan HCl inventory, with the value of this drug substance
not reflected on the Companys balance sheet.

At March 31, 2003, the Company held over
seven kg of finished iseganan HCl and a significant amount of
partially completed iseganan HCl drug product. Also at
March 31, 2003, the Company has Prepaid drug substance of
$2.4 million relating to a previously placed order of an
additional seven kg of iseganan HCl expected to be delivered in
2003. When title to this seven kg order is accepted, the Company
will record a research and development expense for this
$2.4 million, plus $250,000 for an additional amount
payable upon transfer of title.

Since commencing operations in 1994, we have not
generated any revenue from product sales, and we have funded our
operations primarily through the private sale of equity
securities, funds received from a terminated collaboration
agreement, the proceeds of equipment financing arrangements and
our initial public offering of common stock in March 2000. On
May 1, 2003, in a private placement transaction, we sold
shares of a newly created Series A convertible preferred
stock and warrants to purchase common stock resulting in
aggregate gross cash proceeds of $3.5 million. The primary
purpose of completing the private placement was to provide funds
to allow us to conduct and complete our clinical trial of
iseganan HCl for the prevention of VAP as well as for other
general corporate purposes and working capital. We will need to
raise additional funds in the future to continue our operations.

In February 2003, the Board of Directors approved
a cancellation and regrant of stock options held by the
remaining employees, consultants and directors of the Company.
The purpose of this program is to both provide a long-term
incentive to the Companys employees, directors and
consultants and to further align their interests with those of
its stockholders. Participants in the program elected to
exchange their current unexercised options in a one-for-one
exchange for new options, except for Dr. Marios
54,166 options granted in 2002 outside of the plan, which were
exchanged for 12,500 new options. Upon election, all current
stock options were cancelled and new stock options were granted.
New options were issued with an exercise price equal to the
closing price on February 5, 2003, or $2.76 per share
(post-split). All new options vest monthly over a four-year
period beginning in March 2003. The new options have a five-year
life and will expire before March 2008 if not exercised.
Variable accounting will be used, starting on the date of
regrant, on the new stock option grants and may have a
significant impact on the Companys future results of
operations. During the three-month period ended March 31,
2003, the Company recorded zero compensation expense related to
variable accounting for these options.

On April 3, 2003, the Companys
stockholders authorized a 1-for-12 reverse stock split of all
outstanding shares of the Companys common stock. The split
became effective on April 10, 2003. All share and per share
amounts have been adjusted to reflect the stock split for all
periods presented.

Critical Accounting Policies

There have been no material changes to the
Companys critical accounting policies, which are included
and described in our Form 10-K/A for the year ended
December 31, 2002 filed with the Securities and Exchange
Commission.

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Results of Operations



| |                                                      
| | -----------------------------------------------------
| | Three-month Periods Ended March 31,
    2003 and 2002



| |                         
| | ------------------------
| | Research and Development

Research and development expenses for the
three-month period ended March 31, 2003 consist of costs
related to the preparation for a new phase II/III clinical
trial for iseganan HCl oral solution for the prevention of VAP.
For the three-month period ended March 31, 2002, the
research and development expenses consisted of costs related to
our phase III clinical trials for iseganan HCl oral
solution for the prevention of oral mucositis. Research and
development expenses decreased to $268,000 in the three-month
period ended March 31, 2003 from $7.0 million for the
same period of 2002. Expenses related to our then-enrolling
phase III clinical trials for iseganan HCl oral solution
for the prevention of oral mucositis during the 2002 period were
significantly higher than expenses in the 2003 period related to
the commencement of preparations for the new phase II/III
clinical trial for the prevention of VAP. We expect research and
development expenses to increase significantly as patients are
enrolled in the second half of 2003 and the first half of 2004
for the new phase II/III clinical trial. In addition, in
October 2002, as a result of negative results for the oral
mucositis trial, we reduced our research and development
headcount from 27 at March 31, 2002 down to three at
March 31, 2003. We believe our current staff is sufficient
to conduct the planned phase II/III trial for the
prevention of VAP. Research and development costs primarily
include salaries for research and development personnel,
clinical trial expenses from clinical trial service providers,
drug substance, consulting expenses, supplies, administrative
expenses and allocated facilities costs. For the three-month
periods ended March 31, 2003 and 2002, approximately 24%
and 70%, respectively, of research and development expenses were
related to clinical trial activities performed by the clinical
trial service providers. Included in research and development
expenses are non-cash deferred compensation charges of $0 and
$281,000 in the three-month period ended March 31, 2003 and
2002, respectively. The decrease between periods was due to the
cancellation of options for terminated employees.



| |                           
| | --------------------------
| | General and Administrative

General and administrative expenses increased to
$1.7 million in the three-month period ended March 31,
2003, from $1.5 million for the same period in 2002. The
increase in general and administrative expense is primarily a
result of $380,000 of severance costs recorded in the
three-month period ended March 31, 2003 for the reduction
of sales, marketing and business development staff as well as
reduced allocation of facilities and general administrative
expenses to research and development activities. General and
administrative costs include salaries for administrative
personnel, outside contractors, legal and accounting fees,
insurance, deferred compensation, facilities, supplies and
general administrative expenses. Included in general and
administrative expenses are non-cash deferred compensation
charges of $62,000 and $207,000 in the three-month period ended
March 31, 2003 and 2002, respectively. The decrease between
periods was due to the cancellation of options for terminated
employees.



| |                       
| | ----------------------
| | Arbitration Settlement

The arbitration between us and a contract vendor
relating to a drug dispensing error in iseganan HCI oral
solution phase III clinical trials was resolved amicably in
January 2002. We received $3.6 million in the settlement
during the quarter ended March 31, 2002 and we had no
comparable item for the three-month period ended March 31,
2003.



| |                                
| | -------------------------------
| | Restructuring and Other Charges

There were no expenses recorded for restructuring
during the three-month period ended March 31, 2003,
compared to $91,000 for the same period in 2002. The decrease in
restructuring and other charges was due to the fact that there
were no new restructuring actions occurring in the first quarter
of 2003 as compared to the same period of 2002.

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| |                            
| | ---------------------------
| | Interest Income and Expense

Interest income decreased to $26,000 in the
three-month period ended March 31, 2003 from $265,000 for
the same period in 2002. The decrease in interest income
resulted from the decrease in average interest earning
investment balances as well as lower interest rates in 2003
relative to the comparable prior year period. Interest expense
decreased to zero for the three-month period ended
March 31, 2003 from $153,000 for the same period in 2002.
The decrease in interest expense is attributed to the repayment
of our line of credit and bank loan in October 2002.

Liquidity and Capital Resources

Cash, cash equivalents, short-term investments
and restricted cash were $11.4 million as of March 31,
2003, compared to $13.3 million as of December 31,
2002. At March 31, 2003, we had restricted cash deposits of
$250,000 in connection with a standby letter of credit issued to
PolyPeptide Laboratories A/S for a drug substance. We had
no debt outstanding as of March 31, 2003. We invest excess
funds in short-term money market funds.

Net cash used in operating activities for the
three-month periods ended March 31, 2003 and 2002 was
$1.9 million and $3.6 million, respectively. Our cash
used for operating activities in each period consisted primarily
of the net loss for each period, excluding non-cash expenses
consisting primarily of amortization of deferred stock
compensation expense, and a decrease in prepaid expenses in 2002.

Net cash provided by investing activities for the
three-month periods ended March 31, 2003 and 2002 was zero.

Net cash provided by financing activities for the
three-month periods ended March 31, 2003 and 2002 was
$1,000 and $13.9 million, respectively. Cash provided by
financing activities for the three-month period ended
March 31, 2003 was from the issuance of common stock
purchased under the Employee Stock Purchase Plan. Cash provided
by financing activities for the three-month period ended
March 31, 2002 was due to $14.3 million of gross
proceeds from the issuance of 5.9 million shares of common
stock in a private placement transaction, partially offset by
$469,000 in payments on financing obligations to a bank.

The following are future contractual commitments
at March 31, 2003, (in thousands):

|                              |  |                        |       |      |  |      |     |      |  |            |    |  |  |   |    |  |  |   |     | 
|----------------------------- |  | ---------------------- | ----- | ---- |  | ---- | --- | ---- |  | ---------- | -- |  |  | - | -- |  |  | - | --- | 
|                              |  |                       
|                              |  | Payments Due by Period
|                              |  |                       
|Contractual Commitments       |  | Total                  |       | 2003 |  | 2004 |     | 2005 |  | Thereafter
|                              |  |                        |       |      |  |      |     |      |  |           
|Drug substance                |  | $                      | 528   |      |  | $    | 328 |      |  | $          | 50 |  |  | $ | 50 |  |  | $ | 100 | 
|Operating leases              |  |                        | 119   |      |  |      | 76  |      |  |            | 43 |  |  |   |   |  |  |   |    | 
|Severance payments            |  |                        | 237   |      |  |      | 237 |      |  |            |   |  |  |   |   |  |  |   |    | 
|Consulting payments           |  |                        | 165   |      |  |      | 165 |      |  |            |   |  |  |   |   |  |  |   |    | 
|                              |  |                        |       |      |  |      |     |      |  |            |    |  |  |   |    |  |  |   |     | 
|Total contractual commitments |  | $                      | 1,049 |      |  | $    | 806 |      |  | $          | 93 |  |  | $ | 50 |  |  | $ | 100 | 
|                              |  |                        |       |      |  |      |     |      |  |            |    |  |  |   |    |  |  |   |     | 

The $528,000 drug substance commitment represents
a commitment to PolyPeptide Laboratories A/S. In 2003 the
commitment represents the payment of $250,000 upon acceptance of
a drug substance, $40,000 for the completion of a development
report, and a $38,000 fee for storage of drug substance. The
remaining $200,000 represents storage fees for our drug
substance in future periods.

Operating leases relate to the lease for our
facility in Palo Alto, California, which expires in June 2004.
Under the terms of the lease we have committed to pay a total of
$84,000 and $43,000 in 2003 and 2004, respectively.

The severance payments relate to the reduction of
staff during the three-month period ended March 31, 2003,
primarily associated with sales, marketing and business
development staff.

The consulting payments relate to an obligation
to pay ongoing consulting payments to Mr. Ken Kelley, a
former officer, through September 30, 2003. The aggregate
payments for the duration of the agreement total $550,000, with
the remaining $220,000 as of December 31, 2002 to be paid
in 2003.

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We expect to continue to incur substantial
operating losses. Including the completion of the
$3.5 million financing on May 1, 2003, we believe that
existing capital resources and interest income will be
sufficient to fund our planned operations for at least the next
12 months, as we pursue the development of iseganan HCl for
the prevention of VAP.

This forecast is a forward-looking statement that
involves risks and uncertainties, and actual results could vary.
Our future capital requirements will depend on many factors,
including:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | the timing, delay, cost, extent and results of
    clinical trials;              
|
| |  | future opportunities for raising capital;                                        
|
| |  | payments to third parties for manufacturing scale
    up;                        
|
| |  | the costs and timing of regulatory approvals;                                    
|
| |  | the costs of establishing sales, marketing and
    distribution capabilities; and
|
| |  | the progress of our development activities.                                      

Until we can generate sufficient cash from our
operations, which we do not expect for the foreseeable future,
we expect to finance future cash needs through private and
public financings, including equity financings. We cannot be
certain that additional funding will be available when needed or
on favorable terms. If additional funding is not available, we
may need to delay or curtail our development and clinical trial
activities to a significant extent, or we may be forced to cease
operations.

Risks Related to Our Business

Our business faces significant risks. In
evaluating our business you should carefully consider the risks
described below. Additional risks that we do not know of or that
we currently believe are immaterial may also impair our business
operations. If any of the events or circumstances described in
the following risks actually occurs, our business, financial
condition, or results of operations could be materially
adversely affected and the trading price of our common stock
could decline.

We expect to continue to incur future
operating losses and may never achieve profitability.

We have never generated revenue from product
sales, and we have incurred significant net losses in each year
since inception. We incurred net losses of $34.5 million in
2002 and $1.9 million in the three-month period ended
March 31, 2003. As of March 31, 2003, our accumulated
deficit was approximately $202.2 million. We expect to
continue to incur substantial additional losses for the
foreseeable future, and we may never become profitable. To date,
we have financed our operations primarily through the private
sale of equity securities, funds received from a terminated
collaboration agreement, the proceeds of equipment financing
arrangements, and our initial public offering of common stock in
March 2000. In the first quarter of 2003, we commenced
preparations for a new phase II/III trial of iseganan HCl
oral solution for the prevention of VAP. We may also develop
iseganan HCl for other indications in the future or acquire or
license other products.

We will receive product revenues only if we
complete clinical trials with respect to one or more products,
receive regulatory approvals and successfully commercialize such
products. We do not know whether we will be successful in
developing iseganan HCl for our currently planned VAP indication
or other indications, or in acquiring or licensing other
products.

We must raise capital to continue our
operations, and if we fail to obtain the capital necessary to
fund our operations, we will be unable to develop our drug
candidates and may have to cease operations.

At March 31, 2003, our cash and cash
equivalents, including short-term investments, were
$11.4 million, which included restricted cash of $250,000.
We believe these cash, cash equivalents and investments, in
addition to the $3.5 million gross proceeds from the
private placement completed on May 1, 2003, will be
sufficient to meet our current operating and capital
requirements for at least the next 12 months. However, we
have based this estimate on assumptions that may prove to be
wrong, and we cannot assure that estimates and

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assumptions will remain unchanged in the future.
For example, we are currently assuming that we will have
iseganan HCl in active clinical development over the next
12 months without any significant staff or other resources
expansion. To the extent we pursue the development of iseganan
HCl for other indications or acquire or license other products,
we will need to raise additional capital to fund clinical
development costs. For the year ended December 31, 2002 and
the three-month period ended March 31, 2003, net cash used
for operating activities was $26.3 million and
$1.9 million, respectively. Our future liquidity and
capital requirements will depend on many factors, including
timing, cost and progress of our VAP trial, our evaluation of,
and decisions with respect to, our strategic alternatives, costs
associated with the regulatory approvals, securing in-licensing
opportunities, purchasing additional products or drug candidates
and conducting pre-clinical research and clinical development of
those drug candidates.


We believe that additional financing will be
required in the future to fund our operations, conduct any other
possible iseganan HCl trials or commercialize our current and
any future product candidates. We do not know whether additional
financing will be available when needed or on acceptable terms,
if at all. If we are unable to raise additional financing when
necessary, we may have to delay our product development efforts
or any product acquisitions or be forced to cease operations.

If we raise additional capital by issuing
securities or through collaboration and licensing arrangements,
our existing stockholders may experience dilution or we may be
required to relinquish rights to our technologies or product
candidates.

We may raise additional financing through public
or private equity offerings, debt financings or additional
corporate collaboration and licensing arrangements. To the
extent we raise additional capital by issuing equity securities,
our stockholders may experience dilution. To the extent that we
raise additional funds through collaboration and licensing
arrangements, it may be necessary to relinquish some rights to
our technologies or product candidates, or grant licenses on
terms that are not favorable to us.

We depend on the outcome of our clinical trial
for the prevention of VAP and any future clinical trials for
other indications for iseganan HCl or for products that we may
license or acquire, and if they are unsuccessful, we will not be
able to commercialize any products and may be forced to cease
operations.

We had only one late stage lead product, iseganan
HCl, which failed in the phase III trial conducted on
patients with head and neck cancer receiving radiotherapy and
the phase III trial conducted on patients with cancer
receiving aggressive chemotherapy. Our other indications for
iseganan HCl are in earlier stages of clinical development. In
the first quarter of 2003, we commenced preparations for a new
phase II/ III trial of iseganan HCl oral solution for the
prevention of VAP, and we are focusing our resources on this
trial. If the FDA requests that we change important design
aspects of this trial, then the trial may proceed more slowly
than anticipated, making the trial more expensive to conduct and
potentially less likely to succeed. If this phase II/ III
trial fails to meet its primary endpoint, and we do not acquire
or license any additional product candidates, we may not be able
to commercialize any products and we may be forced to cease
operations. In addition, as a result of our focus on the VAP
trial and the delay in clinical development of any other drug
candidates, our ability to generate product revenue will be
delayed and we do not expect to generate product revenue in the
near term.

If our contract research organizations
assisting in our clinical trials fail to appropriately manage
our clinical trial, the trial could be delayed or could
fail.

We rely on contract research organizations to
assist us in managing and monitoring our clinical trial. We have
entered into agreements with Amarex, LLC, Orion Clinical
Services, Ltd., Icon Laboratories, Inc., Patheon Inc., Fisher
Scientific International Inc. and Advanced Clinical Trials, Inc.
to provide clinical research services. The FDA may inspect some
of our clinical investigational sites, our contract research
organizations records and our facility and files to
determine if the clinical trial is conducted according to good
clinical practices. If the FDA determines that the trial is not
in compliance with good clinical practices, we may be required
to repeat the clinical trial. If our contract research
organizations fail to perform under our agreements with them, we
may face delays in completing our clinical trial or failure of
our clinical program.

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If we fail to obtain FDA approvals for any
future products that we develop, acquire or license, we will be
unable to commercialize our drug candidates.

We do not have a drug approved for sale in the
U.S. or any foreign market. We must obtain approval from the FDA
in order to sell our drug candidate in the U.S. and from foreign
regulatory authorities in order to sell our drug candidate in
other countries. We must successfully complete pivotal clinical
trials and demonstrate manufacturing capability before we can
file with the FDA for approval to sell our products. The FDA
could require us to repeat clinical trials as part of the
regulatory review process. Delays in obtaining or failure to
obtain regulatory approvals may:



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | delay or prevent the successful commercialization
    of our drug candidate;
|
| |  | diminish our competitive advantage; and                                     
|
| |  | defer or decrease our receipt of revenues or
    royalties.                 

The regulatory review and approval process is
lengthy, expensive and uncertain. Extensive pre-clinical and
clinical data and supporting information must be submitted to
the FDA for each indication to establish safety and
effectiveness in order to secure FDA approval. A number of new
drugs for certain indications, iseganan HCl for the prevention
of oral mucositis included, have shown promising results in
early clinical trials, but subsequently failed to establish
sufficient safety and efficacy data to obtain necessary
regulatory approvals. A number of companies have suffered
significant setbacks in advanced clinical trials, even after
promising results in earlier trials. We have limited experience
in obtaining such approvals, and cannot be certain when, if
ever, we will receive these regulatory approvals. If we are
unable to demonstrate the safety and efficacy of our drug
candidate, we will be unable to obtain the required regulatory
approvals and we will be unable to commercialize the drug
candidate and generate product revenue.

In addition to initial regulatory approval, our
drug candidate will be subject to extensive and rigorous ongoing
domestic and foreign government regulation. Any approvals, once
obtained, may be withdrawn if compliance with regulatory
requirements is not maintained or safety problems are
identified. Failure to comply with these requirements may
subject us to stringent penalties.

Development and commercialization of
competitive products could reduce or prevent sales of any future
products that we develop, acquire or license.

We may be unable to compete successfully if other
companies develop and commercialize competitive products that
are less expensive, more effective, have fewer side effects or
are easier to administer than drug candidates which we develop,
acquire or license. If we are unable to compete successfully
with any future drug candidate, physicians may not recommend and
patients may not buy our drug.

We are not aware of any products that compete
with iseganan HCl for the prevention of VAP. However,
pharmaceutical companies and biotechnology companies may develop
products in the future that compete with iseganan HCl for the
prevention of VAP. Many of these companies have substantially
greater experience, financial resources and larger research and
development staffs than we do. In addition, many of these
companies, either alone or together with their collaborative
partners, have significantly greater experience than we do in
developing drugs, obtaining regulatory approvals and
manufacturing and marketing products. We also compete with these
organizations and other companies for in-licensing opportunities
for future drug candidates, and for attracting scientific and
management personnel.

If we are unable to adequately protect our
intellectual property, we may be unable to sell our products or
to compete effectively.

We rely on a combination of patents, trade
secrets and contractual provisions to protect our intellectual
property. If we fail to adequately protect our intellectual
property, other companies or individuals may prevent

7



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##### Table of Contents



us from selling our products or may develop
competing products based on our technology. Our success depends
in part on our ability to:




| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | obtain patents;                                                          
|
| |  | protect trade secrets;                                                   
|
| |  | operate without infringing upon the proprietary
    rights of others; and
|
| |  | prevent others from infringing on our proprietary
    rights.            

We will be able to protect our proprietary rights
from unauthorized use by third parties only to the extent that
our proprietary rights are covered by valid and enforceable
patents or are effectively maintained as trade secrets.

We expect to protect our proprietary position by
filing U.S. and foreign patent applications related to our
proprietary technology, inventions and improvements that are
important to the development of our business. For example, we
own or have rights to nine patents and seven pending patent
applications in the U.S. However, the patent position of
biopharmaceutical companies involves complex legal and factual
questions. We cannot predict the enforceability or scope of any
issued patents or those that may issue in the future. Patents,
if issued, may be challenged, invalidated or circumvented.
Consequently, if any patents that we own or license from third
parties do not provide sufficient protection, our competitive
position would be weakened. Furthermore, others may
independently develop similar technologies or duplicate any
technology that we have developed. In addition, we may not be
issued patents for our pending patent applications, those we may
file in the future or those we may license from third parties.

In addition to patents, we rely on trade secrets
and proprietary know-how. Our contract manufacturers perform the
manufacturing processes covered by these trade secrets.
Accordingly, our contract manufacturers and we must maintain
confidentiality. We have confidentiality and proprietary
information agreements with our contract manufacturers and with
our employees. These agreements may not provide meaningful
protection or adequate remedies for our technology in the event
of unauthorized use or disclosure of confidential and
proprietary information.

We may be subject to intellectual property
litigation that could be costly and time-consuming.

The biotechnology and pharmaceutical industries
have been characterized by extensive litigation regarding
patents and other intellectual property rights. Although we are
not currently a party to any lawsuits, third parties may assert
infringement or other intellectual property claims against us.
We may have to pay substantial damages, including treble damages
for past infringement if it is ultimately determined that our
products infringe a third partys proprietary rights. The
defense and prosecution of intellectual property suits,
U.S. Patent and Trademark Office interference proceedings
and related legal and administrative proceedings in the U.S and
internationally are costly and time-consuming to pursue and
their outcome is uncertain. If we become involved in any of
these proceedings, we will incur substantial expense, and the
efforts of our technical and management personnel will be
significantly diverted. An adverse determination may result in
the invalidation of our patents, subject us to significant
liabilities or require us to seek licenses that may not be
available from third parties on satisfactory terms, or at all.
Our stock price could decline because of litigation or
interference proceedings initiated or threatened against us.

If physicians and patients do not accept our
products, we may be unable to generate significant revenue, if
any.

Any future drug candidate that we develop,
acquire or license may not gain market acceptance among
physicians, patients and the medical community. If any future
drug candidate fails to achieve market acceptance, we may be
unable to successfully market and sell the product, which would
limit our ability to

8



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generate revenue. The degree of market acceptance
of any drug candidate depends on a number of factors, including:




| |   |                                                                
| | - | ---------------------------------------------------------------
| |  | demonstration of clinical efficacy and safety;                 
|
| |  | cost-effectiveness;                                            
|
| |  | convenience and ease of administration;                        
|
| |  | potential advantage over alternative treatment
    methods; and
|
| |  | marketing and distribution support.                            

Physicians will not recommend our products until
such time as clinical data or other factors demonstrate the
safety and efficacy of our drugs as compared to other
treatments. In practice, competitors may be more effective in
marketing their drugs. Even if the clinical safety and efficacy
of our product is established, physicians may elect not to
recommend its use. For example, physicians may be reluctant to
prescribe widespread use of our product because of concern about
developing bacterial strains that are resistant to our drugs, or
because of the cost of our drug.

The failure to recruit and retain key
personnel may delay our ability to execute our business
plan.

We are highly dependent on our management and
technical staff. Competition for personnel is intense. If we
lose the services of any of our senior management or technical
staff, we may be unable to successfully complete our planned
clinical trial for VAP. In particular, the loss of the services
of Henry J. Fuchs, our President and Chief Executive
Officer, or Steven Ketchum, our Vice President, Regulatory
Affairs, could significantly impede our research and development
efforts, our relations with potential collaborators and
completion of our planned clinical trial for VAP. We do not have
employment agreements with Mr. Fuchs or Mr. Ketchum.
We do not maintain key person life insurance and do not have
employment agreements with our other members of management and
technical staff. In October 2002, we completed a restructuring
that included a reduction in force of approximately 70% of our
workforce. Through April 30, 2003, we have further reduced
our sales, marketing and business development staff, and as of
March 31, 2003, we had eight full-time employees. In order
to pursue any future product development, marketing and
commercialization, we will need to hire additional qualified
scientific personnel to perform research and development and
personnel with expertise in clinical testing, government
regulation, manufacturing, marketing and finance. We may not be
able to attract and retain personnel on acceptable terms given
the competition for such personnel among biotechnology,
pharmaceutical and other companies.

In addition, we rely on consultants to assist us
in formulating our research and clinical development strategy.
All of our consultants are employed by other entities. They may
have commitments to, or relationships with, other entities that
may limit their availability to us. The loss of the services of
these personnel may delay our research and development efforts.

Directors, executive officers, principal
stockholders and affiliated entities beneficially own
approximately 57% of our capital stock and may be able to exert
control over our activities.

Our directors, executive officers, principal
stockholders and affiliated entities beneficially own, in the
aggregate, approximately 57% of our outstanding common stock.
These stockholders, if acting together, will be able to control
the outcome of any matter requiring approval by our
stockholders, including the election of directors and the
approval of mergers or other business combination transactions.

Antitakeover provisions in our charter
documents and under Delaware law may make an acquisition of us
more difficult.

Provisions of our certificate of incorporation
and bylaws could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our
stockholders.

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##### Table of Contents



These provisions:



| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | provide for a classified board of directors of
    which approximately one third of the directors will be elected
    each year;                          
|
| |  | allow the authorized number of directors to be
    changed only by resolution of the board of directors;                                                  
|
| |  | require that stockholder actions must be effected
    at a duly called stockholder meeting and prohibit stockholder
    action by written consent;        
|
| |  | establish advance notice requirements for
    nominations to the board of directors or for proposals that can
    be acted on at stockholder meetings; and
|
| |  | limit who may call stockholder meetings.                                                                                                                  

In addition, because we are incorporated in
Delaware, we are governed by the provisions of Section 203
of the Delaware General Corporation Law, which may prohibit
large stockholders from consummating a merger with, or
acquisition of us. These provisions may prevent a merger or
acquisition that would be attractive to stockholders and could
limit the price that investors would be willing to pay in the
future for our common stock.

If we are unable to maintain our Nasdaq
National Market listing, the liquidity of our common stock would
be seriously impaired and we would become subject to various
statutory requirements, which would likely harm our
business.

On November 12, 2002, we received a letter
from Nasdaq advising us that our common stock had not met
Nasdaqs minimum bid price requirement for
30 consecutive trading days and that, if we were unable to
demonstrate compliance with this requirement during the 90
calendar days ending February 10, 2003, our common stock
may be subject to delisting from the Nasdaq National Market. On
March 19, 2003, we received an additional letter from
Nasdaq advising us that our grace period for regaining
compliance has been extended in accordance with Nasdaqs
new rules, until May 12, 2003. On April 10, 2003, we
effected a 1-for-12 reverse stock split to regain compliance
with this listing requirement. However, we cannot assure that
the stock split will be sufficient to maintain our stock price
on a sustainable basis.

The Nasdaq National Market further requires
maintenance of a minimum market value of publicly held shares of
$5 million. Publicly held shares are defined as total
shares outstanding less any shares held by officers, directors
or beneficial owners of 10% or more of our outstanding shares of
common stock. We cannot assure that we will be able to comply
with these requirements.

The Nasdaq National Market also requires
maintenance of minimum stockholders equity of
$10 million. On May 1, 2003, we raised an additional
$3.5 million in equity financing. However, as we expend
capital resources on our clinical trial, it is likely that our
stockholders equity will fall below the $10 million
minimum during 2003 if we do not raise additional funding.

If we are unable to meet the Nasdaq National
Market requirements, at the discretion of Nasdaq, our common
stock may be transferred to the Nasdaq SmallCap Market.
Transferring to the Nasdaq SmallCap Market would provide us with
an additional grace period to satisfy the minimum bid price
requirement provided that we meet the Nasdaq SmallCap
Markets other listing requirements, including the
maintenance of stockholders equity of at least
$5 million. In such event we would still be required to
satisfy various listing maintenance standards for our common
stock to be quoted on the Nasdaq SmallCap Market, including the
minimum bid price requirement after expiration of any grace
periods. If we fail to meet such standards, our common stock
would likely be delisted from the Nasdaq SmallCap Market and it
would trade on the over-the-counter bulletin board, commonly
referred to as the pink sheets. Such alternatives
are generally considered as less efficient markets and would
seriously impair the liquidity of our common stock and limit our
potential to raise future capital through the sale of our common
stock, which could materially harm our business.

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If we are delisted from the Nasdaq National
Market, we will face a variety of legal and other consequences
that will likely negatively affect our business including,
without limitation, the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we may lose our exemption from the provisions of
    Section 2115 of the California Corporations Code, which
    imposes aspects of California corporate law on certain
    non-California corporations operating within California. As a
    result, (i) our board of directors would no longer be
    classified and our stockholders would elect all of our directors
    at each annual meeting, (ii) our stockholders would be
    entitled to cumulative voting, and (iii) we would be
    subject to more stringent stockholder approval requirements and
    more stockholder-favorable dissenters rights in connection
    with certain strategic transactions;
|
| |  | the state securities law exemptions available to
    us would be more limited and, as a result, future issuances of
    our securities may require time-consuming and costly
    registration statements and qualifications;                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | due to the application of different securities
    law exemptions and provisions, we may be required to amend our
    stock option and stock purchase plans and comply with
    time-consuming and costly administrative procedures, and                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | we may lose current or potential investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

We may become subject to the SECs penny
stock rules, which may decrease the liquidity of our common
stock and negatively impact the ability of purchasers of our
common stock to sell our common stock in the secondary
market.

SEC rules place restrictions on the ability of
brokers or dealers to sell securities that are defined as
penny stocks, which include securities priced under
five dollars, unless an exception to the penny stock rules
applies. We are not currently subject to the penny stock rules
because our common stock currently qualifies for two separate
exceptions to the SECs penny stock rules. The first
exception for which we qualify renders the penny stock rules
inapplicable if our securities are traded on Nasdaq. As
discussed in the immediately preceding risk factor, our common
stock is currently traded on the Nasdaq, but we may be delisted
from the Nasdaq if we do not continue to meet the Nasdaqs
listing requirements. In addition, the penny stock rules do not
apply to securities of companies that have been in continuous
operation for at least three years and have net tangible assets
(total assets less intangible assets minus liabilities) in
excess of $2.0 million. We have been in continuous
operation for more than three years, and, as of
December 31, 2002, we had net tangible assets of
approximately $15.5 million. Therefore, our common stock
also qualifies for this exception to the penny stock rules.
However, as we expend capital resources on our clinical trial,
our net tangible assets will continue to decrease and we may not
be able to continue to qualify for this exemption, unless we
raise additional funding.

If we were to become subject to the SECs
penny stock rules, brokers or dealers would generally be
required to provide a purchaser of our common stock with a
disclosure document stating, among other things:



| |   |                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | that penny stocks are risky and informing the
    customer of his or her right to pricing information relating to
    our common stock and to information regarding the compensation
    to be received by the salesperson and the brokerage firm for
    effecting a trade in our common stock;                                                  
|
| |  | that the broker must send its customer a written
    statement for the customer to sign that accurately describes the
    customers financial situation, investment experience, and
    investment goals, and that contains a statement as to why the
    brokerage firm decided penny stocks are a suitable investment
    for its customer; and
|
| |  | the purchasers possible legal remedies in
    the event our common stock is sold to the purchaser in violation
    of the penny stock rules.                                                                                                                                                                                                     

If we were to become subject to the SECs
penny stock rules, the restrictions noted above may make it less
likely that brokers or dealers would effect transactions in our
common stock and therefore may decrease the liquidity of our
common stock and the ability of purchasers of our common stock
to sell our common stock in the secondary market.

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##### Table of Contents



Our stock price may be volatile, and the value
of your investment may decline.

The market prices for securities of biotechnology
companies in general have been highly volatile and our stock may
be subject to volatility. After accounting for the effect of
1-for-12 reverse stock split on April 10, 2003, during 2002
our closing stock prices ranged from a low of $3.24 to a high of
$57.60, and during the three-month period ended March 31,
2003 the closing prices ranged from a low of $1.80 to a high of
$3.96. The following factors, in addition to the other risk
factors described in this section, may have a significant impact
on the market price of our common stock:



| |   |                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | announcements regarding strategic alternatives,
    including a merger or sale of the company or acquisition or
    license of products or product candidates;
|
| |  | publicity regarding actual or perceived adverse
    events in our clinical trial or relating to products under
    development by us or our competitors;      
|
| |  | announcements of technological innovations or new
    commercial products by our competitors or us;                                                           
|
| |  | developments concerning proprietary rights;                                                                                                                   
|
| |  | regulatory developments in the United States or
    foreign countries; litigation;                                                                            
|
| |  | litigation;                                                                                                                                                   
|
| |  | significant short selling in our common stock;                                                                                                                
|
| |  | economic and other external factors; and                                                                                                                      
|
| |  | period-to-period fluctuations in our financial
    results and changes in analysts recommendations.                                                          

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##### Table of Contents



PART II.     OTHER
INFORMATION






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) List of Exhibits

|       |    |                     |  |                                                                                                                                                                                                                                                    
|------ | -- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |    | Exhibit Description
|       |    |                    
|       | 3  | .1                  |  | Amended and Restated Certificate of
    Incorporation.(1)                                                                                                                                                                                          
|       | 3  | .2                  |  | Bylaws.(2)                                                                                                                                                                                                                                         
|       | 4  | .1                  |  | Amended and Restated Investor Rights Agreement
    dated October 15, 1999.(2)                                                                                                                                                                      
|       | 4  | .2                  |  | Form of Stock Purchase Agreement by and between
    the Company and each selling stockholder, dated January 29,
    2002.(3)                                                                                                                       
|       | 4  | .3                  |  | Form of Preferred Stock and Warrant Purchase
    Agreement, dated February 5, 2003, as amended on
    February 11, 2003.(4)                                                                                                                        
|       | 4  | .4                  |  | Form of Second Amendment to Preferred Stock and
    Warrant Purchase Agreement of February 5, 2003, dated
    April 10, 2003.(5)                                                                                                                   
|       | 4  | .5                  |  | Form of Warrant issued by the Company pursuant to
    Preferred Stock and Warrant Purchase Agreement of
    February 5, 2003, as amended of February 11, 2003 and
    April 10, 2003.(5)                                                           
|       | 99 | .1                  |  | Certification by the Chief Executive Officer and
    the Chief Financial Officer of the Company, as required by
    Section 906 of the Public Company Accounting Reform and
    Investor Protection Act of 2002 (18 U.S.C.
    § 1350, as adopted).



---



|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to exhibit to our
    Form 10-K (File No. 000-29993) filed with the
    Securities and Exchange Commission on March 31, 2003.                                                                      
|   
|(2) | Incorporated by reference to exhibit to our
    Registration Statement on Form S-1 (File
    No. 333-95461) initially filed with the Securities and
    Exchange Commission on January 27, 2000, as subsequently
    amended.
|   
|(3) | Incorporated by reference to exhibit to our
    Registration Statement on Form S-3 (File
    No. 333-82934) filed with the Securities and Exchange
    Commission on February 15, 2002.                                      
|   
|(4) | Incorporated by reference to Appendix B to
    the Definitive Proxy Statement for the Special Meeting of
    Stockholders (File No. 000-29993) filed with the Securities
    and Exchange Commission on March 3, 2003.       
|   
|(5) | Incorporated by reference to exhibit to our
    Form 10-Q (File No. 000-29993) filed with the
    Securities and Exchange Commission on May 14, 2003.                                                                        

(b) Reports on Form 8-K

We filed a report on Form 8-K, dated
February 6, 2003, announcing (i) that we had entered
into a agreement to sell a newly created Series A
convertible preferred stock and warrants to purchase common
stock of the company, (ii) the election of Henry J. Fuchs
as Chief Executive Officer, and (iii) the approval by the
Board of Directors and the completion of our option cancellation
and regrant program.

13



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
amended report to be signed on its behalf by the undersigned
thereunto duly authorized.



| |                                   
| | ----------------------------------
| | INTRABIOTICS PHARMACEUTICALS, INC.

|              |  |                                          
|------------- |  | -----------------------------------------
|              |  | /s/ HENRY J. FUCHS                       
|              |  |                                          
|June 24, 2003 |  | Henry J. Fuchs, M.D.                     
|              |  | President and Chief Executive
    Officer
|             
|              |  | /s/ ERIC H. BJERKHOLT                    
|              |  |                                          
|June 24, 2003 |  | Eric H. Bjerkholt                        
|              |  | Chief Financial Officer                  

14



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##### Table of Contents






CERTIFICATIONS

I, Henry J. Fuchs, M.D. certify that:



| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q/ A of IntraBiotics
    Pharmaceuticals, Inc.;                                                                                                                                                                                                                                                                   
|
| | 2.     Based on my
    knowledge, this quarterly report, as amended, does not contain
    any untrue statement of a material fact or omit to state a
    material fact necessary to make the statements made, in light of
    the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report; and
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, as amended,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this quarterly report.                            



| |                        
| | -----------------------
| | /s/ HENRY J. FUCHS     
| |                        
| | Henry J. Fuchs, M.D.   
| | Chief Executive Officer

Date: June 24, 2003

15



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##### Table of Contents



I, Eric H. Bjerkholt, certify that:



| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q/ A of IntraBiotics
    Pharmaceuticals, Inc.;                                                                                                                                                                                                                                                                   
|
| | 2.     Based on my
    knowledge, this quarterly report, as amended, does not contain
    any untrue statement of a material fact or omit to state a
    material fact necessary to make the statements made, in light of
    the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report; and
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, as amended,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this quarterly report.                            



| |                        
| | -----------------------
| | /s/ ERIC H. BJERKHOLT  
| |                        
| | Eric H. Bjerkholt      
| | Chief Financial Officer

Date: June 24, 2003

16



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##### Table of Contents



EXHIBIT INDEX

|       |    |                     |  |                                                                                                                                                                                                                                                    
|------ | -- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |    | Exhibit Description
|       |    |                    
|       | 3  | .1                  |  | Amended and Restated Certificate of
    Incorporation.(1)                                                                                                                                                                                          
|       | 3  | .2                  |  | Bylaws.(2)                                                                                                                                                                                                                                         
|       | 4  | .1                  |  | Amended and Restated Investor Rights Agreement
    dated October 15, 1999.(2)                                                                                                                                                                      
|       | 4  | .2                  |  | Form of Stock Purchase Agreement by and between
    the Company and each selling stockholder, dated January 29,
    2002.(3)                                                                                                                       
|       | 4  | .3                  |  | Form of Preferred Stock and Warrant Purchase
    Agreement, dated February 5, 2003, as amended on
    February 11, 2003.(4)                                                                                                                        
|       | 4  | .4                  |  | Form of Second Amendment to Preferred Stock and
    Warrant Purchase Agreement of February 5, 2003, dated
    April 10, 2003.(5)                                                                                                                   
|       | 4  | .5                  |  | Form of Warrant issued by the Company pursuant to
    Preferred Stock and Warrant Purchase Agreement of
    February 5, 2003, as amended of February 11, 2003 and
    April 10, 2003.(5)                                                           
|       | 99 | .1                  |  | Certification by the Chief Executive Officer and
    the Chief Financial Officer of the Company, as required by
    Section 906 of the Public Company Accounting Reform and
    Investor Protection Act of 2002 (18 U.S.C.
    § 1350, as adopted).



---



|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to exhibit to our
    Form 10-K (File No. 000-29993) filed with the
    Securities and Exchange Commission on March 31, 2003.                                                                      
|   
|(2) | Incorporated by reference to exhibit to our
    Registration Statement on Form S-1 (File
    No. 333-95461) initially filed with the Securities and
    Exchange Commission on January 27, 2000, as subsequently
    amended.
|   
|(3) | Incorporated by reference to exhibit to our
    Registration Statement on Form S-3 (File
    No. 333-82934) filed with the Securities and Exchange
    Commission on February 15, 2002.                                      
|   
|(4) | Incorporated by reference to Appendix B to
    the Definitive Proxy Statement for the Special Meeting of
    Stockholders (File No. 000-29993) filed with the Securities
    and Exchange Commission on March 3, 2003.       
|   
|(5) | Incorporated by reference to our Form 10-Q
    (File No. 000-29993) filed with the Securities and Exchange
    Commission on May 14, 2003.                                                                                   

17