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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
 FORM 10-K/A(Amendment
No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-13789
 NASTECH PHARMACEUTICAL COMPANY INC.  Delaware(State or other jurisdiction of
    
    11-2658569incorporation or organization)
    
    (I.R.S. Employer Identification No.)3450 Monte Villa Parkway
    
    98021Bothell, Washington
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
 Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeTitle of each class
    
    on which registeredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act: Title of each class
Common Stock, $0.006 par value
Preferred Stock Purchase Rights, $0.01 par value 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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  þ Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes þ No o The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June
30, 2004 based upon the closing price on that date, on the Nasdaq National Market, was
approximately $122,400,000. As
of February 28, 2005, there were 17,930,854 shares of the Registrants $0.006 par value common
stock outstanding.




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NASTECH PHARMACEUTICAL COMPANY INC. Table of Contents PagePART IItem 1. Business
    
    
    
    4Item 2. Properties
    
    
    
    28Item 3. Legal Proceedings
    
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    
    28PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    
    29Item 6. Selected Financial Data
    
    
    
    30Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations
    
    
    
    31Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    
    43Item 8. Financial Statements and Supplementary Data
    
    
    
    44Item 9. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure
    
    
    
    66Item 9A. Controls and Procedures
    
    
    
    66Item 9B. Other Information
    
    
    
    67PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    
    67Item 11. Executive Compensation
    
    
    
    70Item 12. Security Ownership of Certain
Beneficial Owners and Management
    
    
    
    78Item 13. Certain Relationships and Related Transactions
    
    
    
    80Item 14. Principal Accounting Fees and Services
    
    
    
    81PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    
    82Signatures
    
    
    
    83Exhibit Index
    
    
    
    84EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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EXPLANATORY NOTE We are filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December 31,
2004, originally filed with the Securities and Exchange Commission on March 8, 2005 (the Original
Form 10-K), for the purpose of including information required by Part III, Items 10, 11, 12, 13,
and 14, which was previously incorporated by reference to our Definitive Proxy Statement for our
2005 annual meeting of stockholders, as well as to make certain other technical corrections. No
attempt has been made in this Amendment No. 1 to materially modify or update other disclosures
presented in the Original Form 10-K, except as required to reflect the information as indicated
above. While we are amending only certain portions of the Original Form 10-K, for convenience and
ease of reference, we are filing the entire Form 10-K with this Amendment No. 1 in an amended and
restated format, excluding all exhibits other than Exhibits 23.1, 31.1, 31.2, 32.1, and 32.2. This
Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K or
modify or update those disclosures, including the exhibits to the Original Form 10-K, affected by
subsequent events. Information not affected by the information is unchanged and reflects the
disclosures made at the time of the filing of the Original Form 10-K on March 8, 2005. FORWARD-LOOKING STATEMENTS This
Annual Report on Form 10-K/A and the documents incorporated herein by reference contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended
(the Exchange Act). These forward-looking statements reflect our current views with respect to
future events or our financial performance, and involve certain known and unknown risks,
uncertainties and other factors, including those identified below, which may cause our or our
industrys actual or future results, levels of activity, performance or achievements to differ
materially from those expressed or implied by any forward-looking statements or from historical
results. We intend such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements include information concerning
our possible or assumed future results of operations and statements preceded by, followed by, or
that includes the words may, will, could, would, should, believe, expect, plan,
anticipate, intend, estimate, predict, potential or similar expressions. Forward-looking statements are inherently subject to risks and uncertainties, many of which we
cannot predict with accuracy and some of which we might not even anticipate. Although we believe
that the expectations reflected in such forward-looking statements are based upon reasonable
assumptions at the time made, we can give no assurance that such expectations will be achieved.
Future events and actual results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements. We have no duty to update or revise any forward-looking
statements after the date of this report or to conform them to actual results, new information,
future events or otherwise. The following factors, among others, could cause our or our industrys future results to
differ materially from historical results or those anticipated:  
    our ability to obtain additional funding;
    our efforts to establish and maintain collaboration partnerships for the development of PYY
intranasal spray, PTH1-34, generic calcitonin-salmon intranasal spray, apomorphine HCl
intranasal spray, morphine gluconate intranasal spray, beta interferon, abuse-resistant opioid or
other programs;
    the success or failure of our research and development programs;
    the advantages and disadvantages of pharmaceuticals delivered intranasally;
    the need for improved and alternative drug delivery methods;
    our efforts to collaborate with other pharmaceutical and biotechnology companies that have products
under development;
    our ability to successfully complete product research and development, including pre-clinical and
clinical studies, the U.S. Food and Drug Administration (FDA) and foreign equivalent approvals,
current Good Manufacturing Practices (cGMP), and commercialization;
    our ability to obtain governmental authorizations, including product approvals and patent issuances;
    our ability to successfully manufacture the products of our research and development programs and
our marketed products to meet cGMP and to manufacture these products at a financially acceptable
cost;
    our ability to attract and retain our key officers and employees and manufacturing, sales,
distribution and marketing partners;
    costs associated with any product liability claims, patent prosecution, patent infringement
lawsuits and other lawsuits;
    our ability to develop and commercialize our products before our competitors; and
    the projected size of the drug delivery market in general and the market for our projects and
programs specifically. - 3 -




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We assume no obligation to update and supplement forward-looking statements that become untrue
because of subsequent events. These
factors and the risk factors included in this Annual Report on Form
10-K/A under Item 1 -
Business  Risk Factors, are all of the important factors of which we are currently aware that
could cause actual results, performance or achievements to differ materially from those expressed
in any of our forward-looking statements. We operate in a continually changing business
environment, and new risk factors emerge from time to time. Other unknown or unpredictable factors
also could have material adverse effects on our future results, performance or achievements. We
cannot assure you that projected results or events will be achieved or will occur. 
 PART I 
 ITEM 1. BUSINESS Overview We are a pharmaceutical company focusing on development and commercialization of innovative
products based on proprietary molecular biology-based intranasal drug delivery technology for
delivering both small and large molecule drugs. Using this technology, we create or utilize novel
formulation components or excipients that can transiently manipulate or open tight junctions
between cells in various tissues and thereby allow therapeutic drugs to reach the blood stream.
Tight junctions are cell-to-cell connections in various tissues of the body, including epithelial
and endothelial layers of the intranasal mucosa, the gastrointestinal tract, and the blood brain
barrier. They function to provide barrier integrity and to regulate the transport and passage of
molecules across these natural boundaries. This technology is the foundation of our intranasal drug
delivery platform, although some of our product candidates utilize our expertise outside this area.
Generally, we seek to apply our technology to compounds that we license to, or acquire from,
collaborators or other third parties. We believe our intranasal drug delivery technology offers advantages over injectable routes
for the administration of large molecules such as peptides and proteins. These advantages may
include improved safety and clinical efficacy and increased patient compliance due to the
elimination of injection site pain and avoidance of injection site irritation. In addition, we
believe our intranasal drug delivery technology offers advantages over oral administration by
providing for faster absorption into the bloodstream, reduced side effects and improved
effectiveness by avoiding problems relating to gastrointestinal and liver metabolism. We are
utilizing our technologies to develop commercial products, initially with collaboration partners.
In select cases, we also plan to internally develop, manufacture and commercialize our products. We and our collaboration partners are developing a diverse portfolio of product candidates for
multiple therapeutic areas including obesity, osteoporosis, breakthrough cancer pain, multiple
sclerosis and erectile dysfunction. Our lead product candidate, Peptide YY3-36 (PYY)
for obesity, is in Phase I clinical trials and is being developed with our collaboration partner
Merck & Co. Inc. (Merck). Additionally, we are developing two product candidates for the
treatment of osteoporosis. Parathyroid Hormone PTH 1-34(PTH(1-34)) is in
Phase I clinical trials, and we have filed an abbreviated new drug application (ANDA) for our
generic calcitonin-salmon intranasal spray which we are developing with our collaboration partner
Par Pharmaceutical Inc. (Par Pharmaceutical). As of February 15, 2005, we have 41 patents issued
and 161 patent applications filed to protect our proprietary technologies. - 4 -




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Product Candidates The following table summarizes the current status of our clinical-stage product candidates. Initial
    
    
    
    
    
    
    
    Delivery Technology/Product
    
    Indication
    
    Clinical Status
    
    Next Steps
    
    Marketing Rights
    
    Intellectual PropertyPeptide YY(3-36)
    
    Obesity
    
    Three Phase I
studies completed.
An additional Phase
I study began in
January 2005.
    
    Joint development
with Merck
conducting clinical
and pre-clinical
studies and Nastech
performing
manufacturing
activities
    
    Merck (world-wide)
Nastech (co- promotion
rights in the U.S.)
    
    Tight junction/patents
and
applications
PYY patents and
applicationsParathyroid Hormone PTH(1-34) (Peptide)
   
    Osteoporosis
    
    Two Phase I studies
completed
    
    Pre-clinical and
Phase I clinical
studies
    
    Nastech
    
    Tight junction/patents
and
applicationsCalcitonin-salmon (Peptide)
    
    Osteoporosis
    
    ANDA submitted and
accepted for review
by the FDA
    
    FDA review of ANDA
    
    Par Pharmaceutical
(U.S.)
    
    Other/formulation
patent applicationsNastech (rest of world)Apomorphine HCl (Small molecule)
    
    Erectile dysfunction
    
    Four Phase II studies completed
    
    Currently seeking a
partner
    
    Nastech
    
    Other/formulation
patents and
applicationsMorphine Gluconate (Small molecule)
    
    Breakthrough cancer pain
    
    One Phase II study
completed
    
    Currently seeking a
partner
    
    Nastech
    
    Other/formulation
patents and
applicationsBeta Interferon (Protein)
    
    Multiple sclerosis
    
    One Phase I study
completed
    
    Currently seeking a
partner
    
    Nastech
    
    Tight junction/patents
and
applications
 - 5 -




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Obesity Obesity is a chronic condition that affects millions of people worldwide and often requires
long-term or invasive treatment to promote and sustain weight loss. According to recent estimates
from the National Institutes of Health, nearly two-thirds of U.S. adults are overweight and nearly
one-third are obese. Obesity among adults has doubled in the past two decades. Research studies
have shown that obesity increases the risk of developing a number of adverse conditions including
Type 2 Diabetes, hypertension, coronary heart disease, ischemic stroke, colon cancer,
post-menopausal breast cancer, endometrial cancer, gall bladder disease, osteoarthritis and
obstructive sleep apnea. Peptide YY(3-36) PYY, a high affinity Y2 receptor agonist, may represent a new approach to the treatment of
obesity. This hormone is naturally produced in the abdomen by specialized endocrine cells in
proportion to the caloric content of a meal and is believed to reduce food intake by modulating
appetite responses in the hypothalamus. Results from a study conducted by Dr. Stephen R. Bloom and
colleagues published in The New England Journal of Medicine(September 4, 2003, Volume 349, Number
10, Pages 941-948), found that obese subjects had lower levels of PYY than non-obese subjects,
suggesting that PYY deficiency may contribute to the pathogenesis of obesity and that PYY
supplementation may have therapeutic benefit. The study further demonstrated a 16.5% calorie
reduction in obese subjects for the 24-hour period following a single intravenous injection of PYY,
based on diary recorded food intake. We have developed a proprietary intranasal formulation of PYY
and have filed patent applications containing over 350 claims in the U.S. and seven other
countries, and an International Patent Application in which all countries were designated. We and
Merck are currently in Phase I clinical trials with this program. On September 24, 2004, we entered into an exclusive development, commercialization and license
agreement and a separate exclusive supply agreement with Merck for the development and
commercialization of PYY intranasal spray for the treatment of obesity. The collaborative
arrangement provides that Merck will assume primary responsibility for conducting and funding
pre-clinical and clinical studies and regulatory approvals, while we will be responsible for all
manufacturing of PYY-related product. Merck will lead and fund world-wide commercialization, and we
have the right to co-promote the product in the United States. Under the collaborative arrangement with Merck, we received an initial cash payment of $5
million in October 2004. The $5 million initial payment is being amortized over the estimated
development period of the product candidate. We are also eligible to receive milestone payments
upon our achievement of specified product development goals or sales targets. If certain
development and approval milestones are achieved, we will be eligible to receive up to $131 million
from Merck. If certain sales related milestones are achieved, we will be eligible to receive up to
an additional $210 million from Merck subject to certain other conditions. Merck will also pay us
for manufacturing-related development activities and will purchase from us all clinical supply and
finished product. We will also receive royalties on product sales based on certain sales-related
thresholds. We believe our collaboration with Merck demonstrates we have taken a significant step toward
becoming a leader in the development of innovative, intranasal drug delivery products and
technologies. We also believe this collaboration partnership demonstrates the value PYY holds as a
potential treatment option for obesity. We believe we possess a broad and effective PYY intellectual property estate, which includes
the combination of:  
    
    our own patent estate containing ten pending U.S. patent applications and nine pending
foreign patent applications;

an exclusive license to the Cedars-Sinai patent estate secured earlier this year
containing the only issued patent directed to the use of PYY or functional analogs to induce
satiety;
    
    our acquisition of exclusive worldwide rights to the PYY patent applications within the
field of intranasal administration, licensed from Imperial College and Oregon Health
Sciences University through Thiakis Limited (Thiakis); and
    
    our acquisition of an exclusive license to five issued patents and two pending
applications from the University of Cincinnati related to second generation PYY analogs that
have produced weight loss in animal experiments. - 6 -




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We have sublicensed the rights to the development and commercialization of this portfolio,
except for the recent license
obtained from the University of Cincinnati, exclusively to Merck as part of our alliance with
Merck. Clinical Trial Data.We have completed three Phase I studies, each designed to answer
specific dosing, scheduling and tolerance questions. To date, we have enrolled over sixty subjects
and administered over 900 doses in the PYY program. In a Phase IA dose ranging study of 15 healthy subjects, intranasal administration of PYY
resulted in blood levels which equaled or exceeded normal post-meal PYY levels. The half-life of
PYY was approximately one hour, which is similar to what occurs naturally after a meal. The safety
profile was encouraging with no intranasal discomfort and no significant vital sign changes in any
subject. In a Phase IB dose finding study of 12 otherwise healthy overweight subjects, intranasal
administration of PYY statistically significantly reduced, in the nine responding subjects,
appetite and caloric intake both at the lunch meal 60 minutes after administration, as well as for
the entire 24-hour period following administration. Two subjects did not respond and a third
subject withdrew because of unrelated complications. Side effects were generally mild and all
resolved without treatment. Based on this data, we believe the intranasal formulation of PYY
effectively increases plasma concentrations of this peptide following a single dose, and is safe
and well tolerated at all dose levels tested. In a Phase IC dose sequencing study of 36 otherwise healthy obese subjects, the subjects
received placebo or PYY once, twice or three times daily one hour before each meal for eight
consecutive days. The study showed that 24-hour caloric reduction over all days of treatment was
related to the number of daily PYY administrations, with those receiving one dose experiencing a
mean reduction of 77 calories per day, two doses experiencing a mean reduction of 197 calories per
day, and those receiving PYY three times daily experiencing a mean reduction of 490 calories per
day. Subjects receiving PYY three times a day recorded a weight reduction of 1.3 pounds over the
last six days of the study. PYY was well tolerated, with the only side effects at one percent or
greater being nausea, headache and dizziness. Nausea was reported by subjects in 11% of the PYY
doses administered, headache in 5% and dizziness in 1%. We believe the intranasal formulation of
PYY effectively increases plasma concentrations of this peptide following a dose of 200 micrograms,
and was found to be safe and well tolerated at dose levels up to 600 micrograms per day. Current Initiatives.We and Merck are working together to advance PYY into additional
pre-clinical and clinical studies. A product development team with employees from both companies is
working on all aspects of the PYY product development program, with Merck overseeing all critical
decisions. Merck will be primarily responsible for conducting such studies and obtaining regulatory
approval throughout the world. On January 26, 2005, we announced that Merck initiated a Phase I
study for PYY intranasal spray for the treatment of obesity. This study, being conducted by Merck,
builds upon our previous PYY clinical programs, under which 63 subjects have received more than 900
doses of intranasal PYY prior to Mercks initiation of this study. Osteoporosis Osteoporosis is the development of low bone mass that compromises bone strength and increases
the risk of bone fracture. According to Datamonitor, the osteoporosis pharmaceutical market is
currently $7 billion and is expected to grow as the population ages. PTH(1-34) is the
only product that has been shown in clinical trials to build bone rather than only slowing its rate
of loss. Currently, Eli Lilly and Companys (Eli Lilly) Forteo is the only commercially
available PTH(1-34) therapy approved for the treatment of post-menopausal osteoporosis
in women as well as osteoporosis in men. Despite the cost and the requirement for daily injections
into the thigh or abdomen, according to NDC Pharmaceutical Audit Suite (PHAST) January-December
2004 data including pharmaceutical prescription purchases at wholesale acquisition cost (WAC) price
for retail, mail order, clinics, hospitals, long-term care and home healthcare organizations and
other non-retail channels (the NDC Report), Forteo recorded U.S. sales revenue of approximately
$205 million in 2004. In addition, Novartis AGs (Novartis) Miacalcin, a currently approved and marketed
intranasal calcitonin-salmon spray, has been shown to increase spinal bone mass in post-menopausal
women with established osteoporosis and is the only osteoporosis treatment specifically labeled to
be used for women for whom estrogens are contraindicated. According
to the NDC Report, Miacalcin
had U.S. sales of approximately $260 million in 2004. - 7 -




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Parathyroid Hormone PTH(1-34) PTH(1-34) is part of the naturally occurring human parathyroid hormone that helps
regulate calcium and phosphorus
metabolism. We have developed a proprietary intranasal formulation of PTH(1-34) and
have filed two U.S. patent applications containing an aggregate of 103 claims. We are currently in
Phase I clinical trials in this program. We view a potentially non-invasive, intranasally delivered
alternative to Forteo as a significant market opportunity. Clinical Trial Data.Our clinical program was launched in the second quarter of 2004 and two
Phase I clinical trials have been completed with PTH(1-34). Our clinical studies to date
provide the basis for formulation optimization of our PTH(1-34) intranasal spray, which
is the next step in the program. Current Initiatives.The next step in the clinical development of our PTH(1-34)
program will be formulation optimization of our intranasal PTH(1-34) and clarification
with the FDA on the regulatory path and studies needed for product approval, which will result in a
candidate formulation to be taken forward in pre-clinical and clinical trials. Calcitonin-Salmon Calcitonin is a natural peptide hormone produced by the thyroid gland that acts primarily on
bone. Bone is in a constant state of remodeling, whereby old bone is removed and new bone is
created. Calcitonin inhibits bone removal and thereby promotes bone formation. Calcitonin-salmon
appears to have actions essentially identical to calcitonins of mammalian origin, but its potency
is greater due to a longer duration of action. We believe that our calcitonin-salmon intranasal
spray could be a generic alternative to Novartis Miacalcin. Clinical Trial Data.In December 2003, we filed with the U.S. Food and Drug Administration
(FDA) an ANDA for generic calcitonin-salmon intranasal spray for osteoporosis. As part of the
ANDA process, we have conducted a clinical trial and laboratory tests including spray
characterization and spray content, designed to demonstrate the equivalence of our product to the
currently marketed drug, Miacalcin. In February 2004, the FDA accepted the filing of our ANDA for
the product. In June 2004, we announced that the FDA had conducted a successful Pre-Approval
Inspection of our generic calcitonin-salmon intranasal spray manufacturing facility with no cited
deviations from cGMP. At this time, we believe that we have provided the FDA with a complete
written response to all of its questions relating to this ANDA. Current Initiatives.The calcitonin-salmon intranasal spray ANDA has been submitted and
accepted for review by the FDA. Erectile Dysfunction Erectile dysfunction has been estimated to affect up to 30 million men in the United States
alone according to a study published in The New England Journal of Medicine(June 15, 2000, Volume
342, Number 24, Pages 1802-1813). In the Massachusetts Male Aging Study, based on a cross
sectional, community-based, random sample survey of 1,300 men aged between 40 and 70 years, 52% of
men were found to have some degree of erectile dysfunction. According to the NDC Report, in 2004
the three leading drugs in the U.S. erectile dysfunction market accounted for approximately $1.2 billion in sales. Apomorphine Hydrochloride Apomorphine Hydrochloride (HCl) is a centrally acting dopamine agonist that enhances nerve
signals sent by the brain during sexual stimulation. Dopamine agonists mimic the bodys natural
neurotransmitter, dopamine, to affect an erection via the brain and spinal cord where other
currently marketed pharmaceuticals for the treatment of erectile dysfunction treat the disorder
peripherally by dilating the vasculature and increasing blood flow to produce an erection. The
subcutaneous injection of apomorphine has been shown to induce erections in men with erectile
dysfunction. Marketing authorization for sublingual apomorphine HCl for erectile dysfunction was
granted in Europe in May 2001. We believe that we have developed an intranasal formulation of
apomorphine HCl which allows for easier use than subcutaneous administration and may allow lower
doses and reduced side effects compared to the commercialized sublingual formulation. In February 2002, we granted Pharmacia & Upjohn Company (Pharmacia) exclusive, worldwide
rights to develop and market intranasal apomorphine for the treatment of male and female sexual
dysfunction, and Pharmacia agreed to - 8 -




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manage and fund all future development in these indications.
In January 2003, the Federal Trade Commission mandated as part of the Pfizer/Pharmacia merger that
Pharmacia divest its apomorphine HCl product. As a result of the Federal Trade Commission mandate,
we entered into a divestiture agreement with Pharmacia under which we reacquired assets related to
the intranasal apomorphine product that we had originally granted to Pharmacia in February 2002. Clinical Trial Data.In November 2001, we completed a Phase II clinical trial in 184 men with
erectile dysfunction. In March 2004, we announced the successful completion of a maximum tolerated
dose study for this program. The multi-center, double blind, placebo-controlled study enrolled 102
men age 50 to 82 years, approximately half of whom had erectile dysfunction. The study involved a
single daily active- or placebo-dose administration for seven consecutive days. Doses began at 0.5
mg and escalated in increments of 0.25 mg. Vital signs were measured both supine and standing to
observe orthostatic effects and echocardiogram measurements were taken during the five hours after
each dose. Based on the results of this study, we believe that doses up to 1.75 mg are safe and well
tolerated and doses up to 2.0 mg are acceptable for further in-clinic safety studies. All safety
findings will need to be confirmed as part of the ongoing clinical development of apomorphine HCl. Current Initiatives.We are seeking a collaboration partner for further development of the
apomorphine HCl program. Breakthrough Cancer Pain In addition to their usual pain, cancer patients frequently experience breakthrough pain, a
transitory exacerbation that occurs over a background of otherwise stable pain. Breakthrough cancer
pain can occur several times daily, is rapid in onset and unpredictable in time of occurrence and
frequency. Oral opioids do not have optimal clinical characteristics for use in the treatment of
breakthrough cancer pain due to their slow onset of action of approximately 45 to 120 minutes.
Breakthrough cancer pain is one of the most commonly experienced symptoms of advanced cancer,
affecting over three million people in the U.S. annually. According to Datamonitor, the world-wide
market for breakthrough pain in cancer patients represents approximately $1 billion. Currently,
only Cephalon, Inc.s (Cephalon) Actiq, a transmucosal oral fentanyl product, is approved for
treating breakthrough cancer pain for opioid-tolerant cancer patients. According to the NDC Report,
Actiq recorded sales revenue of approximately $335 million in 2004. Morphine Gluconate Morphine is a well known opioid analgesic currently marketed in multiple dosage forms
including those for injectable, oral and rectal administration. We believe that an intranasal
dosage form of our patented morphine gluconate, an enhanced bioavailable form of morphine, will
enable patient-friendly self-administration and provide a rapid systemic absorption of the drug for
fast pain relief, particularly among patients with breakthrough cancer pain. We have developed a
proprietary formulation of morphine gluconate and completed a Phase II clinical trial. Clinical Trial Data.In December 2003, Dr. Fitzgibbon of the University of Washington, the
principal investigator, and his colleagues published the results from a Phase II clinical trial in
patients with breakthrough cancer pain, indicating that intranasal morphine gluconate was rapidly
absorbed, with onset of pain relief at an average of 2.2 minutes post dosing and meaningful pain
relief at an average of 9.1 minutes (Pain, December 2003, volume 106, pages 309-315). There was a
statistically significant difference between baseline pain intensity versus post dose pain
intensity (p 0.05). None of the patients needed to take another breakthrough pain medication within
30 minutes after dosing, and 64% of the patients did not need rescue medication within the first
hour. There were no serious adverse events reported. Current Initiatives.We are seeking a collaboration partner for further development of this
product. Multiple Sclerosis Multiple sclerosis is a chronic autoimmune disease characterized by demyelination of nerve
fibers, leading to nerve damage and associated symptoms of fatigue, cognitive and visual
impairments. Currently, five drugs have been approved for the treatment of multiple sclerosis. Beta
interferon is the most commonly prescribed treatment for multiple sclerosis with U.S. sales of
approximately $1.1 billion in 2004according to the NDC report. - 9 -




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Beta Interferon Interferons are a family of naturally occurring proteins and glycoproteins classified as
cytokines. They are produced by cells in response to viral infection and other biological inducers
and mediate antiviral, antiproliferative and immunomodulatory activities. Beta interferon is
currently administered by injectable dosage form only. We believe that an intranasal dosage form
would potentially increase patient compliance and efficacy with fewer side effects compared to an
injectable product. We have developed a proprietary intranasal formulation of beta interferon and
have completed a Phase I
clinical trial to date. Clinical Trial Data.At the annual meeting of the American Academy of Neurology in April
2004, we reported positive results from the Phase I clinical trial in healthy male subjects. When
compared to injection, the intranasal formulation shows relative potency of approximately 20%. All
three subjects who received the injection administration reported fever, one reported chills and
one reported headache. Following intranasal administration, four of 11 subjects reported intranasal
symptoms, three of 11 reported unusual taste, one of 11 reported headache and one of 11 reported
shortness of breath. There were no neutralizing antibodies to beta interferon identified at six
months after dosing. With additional formulation optimization, we believe that the intranasal
formulation should be appropriate for dosing every other day or three times a week. Current Initiatives.We are seeking a collaboration partner for further development of this
product. Pre-Clinical Program Abuse-Resistant Opioid Our abuse-resistant opioid is a chemically-modified prodrug of oxycodone. We believe that this
prodrug formulation has decreased abuse potential. When taken orally, our abuse-resistant opioid is
metabolized by enzymes and other agents in the small intestine and results in the slow release of
opioid over time. Our abuse-resistant opioid is currently in pre-clinical development, including
pharmacokinetic studies to support further pre-clinical and possible clinical development. We are
seeking to partner this potential advancement in oral narcotic pain management. According to the
NDC Report, in 2004, Purdue Pharma L.P. (Purdue) recorded U.S. sales for Oxycontin in excess of
$1.7 billion. Feasibility Studies We are participating in three funded, feasibility studies with three different research
partners to evaluate the development of proprietary formulations for the intranasal delivery of an
injected compound for the treatment of Type 2 Diabetes, an oral compound for the treatment of
Alzheimers disease and a compound not related to PYY for the treatment of obesity. We will utilize
our proprietary tight junction technology to develop intranasal formulations of each of these
compounds. In vitro laboratory testing of toxicity and permeability of formulations and
pre-clinical studies to assess the pharmacokinetics and safety of the intranasally delivered
formulations compared to current injectable or oral dosage forms will be performed. Drug Delivery Technologies Tight Junction Technology We focus on molecular-biology based drug delivery, which involves the use of gene cloning,
high throughput tissue culture screening, phage display selection, RNA interference (RNAi) gene
function knockdown, and peptide synthesis to create novel formulation components or excipients that
can transiently manipulate or open tight junctions and thereby allow therapeutic drugs to reach
the blood stream. Tight junctions are cell-to-cell connections in various tissues of the body,
including epithelial and endothelial layers of the intranasal mucosa, the gastrointestinal surface,
and the blood brain barrier. They function to provide barrier integrity and to regulate the
transport and passage of therapeutic drugs across these natural boundaries. As part of the bodys
normal activity, tight junctions selectively open and close in response to various signals inside
and outside of cells allowing the passage of large molecules or even entire cells across the tight
junction barrier. Tight junctions are found in all tissues, but the tight junction containing tissues that are
of particular relevance to drug delivery are found in intranasal tissue, intestinal tissue, blood
vessels, and the blood-brain barrier. The blood-brain barrier is a specialized layer of endothelial
cells that line the inner surface of blood vessels in the brain, which excludes - 10 -




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many drugs from
passing into the brain. Drugs, particularly those utilizing large molecules, need to pass through
these tissue barriers in order to get to their sites of action. Tight junctions consist of proteins, such as claudins, occludin and junctional adhesion
molecules that are anchored in the membranes of two adjacent cells and interact with each other to
hold the cells together and prevent other molecules from passing between them. The goal of our tight junction biology program is to understand the structure and function of
these tissue barriers and to
identify active compounds that can transiently open the tight junction, thus permitting drugs
to pass through. We have genetically engineered and produced many of the key tight junction
proteins and are using them as targets to identify peptides and small molecules that can
significantly improve drug delivery by temporarily opening these tight junctions. We call such
peptides and small molecules tight junction modulators. By improving our understanding of the structure and function of tight junctions in the
intranasal epithelial barrier, we expect to continue to make significant improvements in the
delivery of both small and large molecules for an increasing number of therapeutic applications. We
believe our intranasal drug delivery technology will offer advantages over injectable routes for
the administration of large molecules such as peptides and proteins. These advantages may include
improved safety and clinical efficacy and increased patient compliance due to elimination of
injection site pain and avoidance of injection site irritation. In addition, we believe our
intranasal drug delivery technology will offer advantages over oral administration by providing for
faster absorption into the bloodstream, reduced side effects like nausea and vomiting and improved
effectiveness by avoiding problems relating to gastrointestinal and liver metabolism. Through our tight junction technology, we have identified compounds that directly and
specifically affect the tight junctions between cells in the intranasal tissues in a manner
mimicking natural processes (for example, the effects are reversible) and result in increasing drug
permeability through the tight junction barrier. Based on these approaches, we have developed
formulations for improving the delivery of promising new classes of drugs such as PYY for the
treatment of obesity, PTH(1-34) for the treatment of osteoporosis and beta interferon
for the treatment of multiple sclerosis. We believe that we were the first to demonstrate delivery
of PYY by a non-injected route. We believe that our tight junction technology has significant potential applications outside
of intranasal drug delivery, particularly for improving oral drug delivery (through the
gastrointestinal tract), intravenous drug delivery (through blood vessel walls into tissues), and
drug delivery through the blood brain barrier (through the blood to the brain) for the treatment of
diseases. All of these tissue barriers have tight junctions which, although distinct, have
properties in common that can be manipulated by the technology we are developing. RNAi is an important tool we are using to analyze tight junction function and to determine the
importance of individual tight junction proteins in affecting drug delivery. RNAi is
double-stranded RNA molecules 20-22 nucleotides in length that are able to silence a specific gene
and reduce the amount of the protein the gene produces. We have developed RNAi against a number of
the tight junction proteins and determined the resulting effects on the tight junction. For
example, we can determine whether RNAi inhibition of specific tight junction proteins increases
tight junction permeability. These types of studies help to identify which tight junction
components are the most appropriate targets to affect in order to improve the passage of drugs
through tissue barriers. Other Drug Delivery Technologies In addition to the use of RNAi as a research tool, we are focusing considerable attention at
Nastech on the use of RNAi as a therapeutic strategy to decrease levels of disease-associated
proteins. The application of RNAi in this manner requires the ability to deliver the RNAi inside
the cells where the target proteins are produced. We have established a research and development
program to enhance systematic delivery of this potential new class of therapeutics. Other expertise that we utilize in identifying and developing product candidates include:  
    manufacturing know-how;
    experience stabilizing liquid formulations;
    knowledge of physical properties of intranasal sprays;
    experience with prodrug selection to improve biological properties;
    experience with counter ion selection to increase drug solubility; and
    correlations between in vitro and in vivo intranasal delivery models. - 11 -




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Strategic Collaborations We seek to establish and maintain strategic collaborations to commercialize many of our
product candidates, including by providing the regulatory compliance, sales, marketing and
distribution capabilities required for the success of our business. The decision to seek a
collaboration partner for a product candidate is affected by a number of variables, including our
specific expertise with the product candidate, the expected cost of development, our existing
product candidates, and our available human and capital resources. Our current collaborative
arrangements are as follows: Merck On September 24, 2004, we entered into an exclusive development, commercialization and license
agreement and a separate exclusive supply agreement with Merck for the development and
commercialization of PYY intranasal spray for the treatment of obesity. The collaborative
arrangement provides that Merck will assume primary responsibility for conducting and funding
pre-clinical and clinical studies and regulatory approvals, while we will be responsible for all
manufacturing of PYY-related product. Merck will lead and fund world-wide commercialization, and we
have the right to co-promote the product in the United States. Under the collaborative arrangement with Merck, we received an initial cash payment of $5
million in October 2004. The $5 million initial payment is being amortized over the estimated
development period. We are also eligible to receive milestone payments upon our achievement of
specified product development goals or sales targets. If certain development and approval
milestones are achieved, we will be eligible to receive up to $131 million from Merck. If certain
sales related milestones are achieved, we will be eligible to receive up to an additional $210
million from Merck subject to certain other conditions. Merck will also pay us for
manufacturing-related development activities and will purchase from us all clinical supply and
finished product. We will also receive royalties on product sales based on certain sales-related
thresholds. We believe our collaboration with Merck demonstrates we have taken a significant step toward
becoming a leader in the development of innovative, intranasal drug delivery products and
technologies. We also believe that this collaboration partnership demonstrates the value PYY holds
as a potential treatment option for obesity. Par Pharmaceutical On October 22, 2004, we entered into a license and supply agreement granting Par
Pharmaceutical the exclusive U.S. distribution and marketing rights to our generic
calcitonin-salmon intranasal spray. Under the terms of the agreement with Par Pharmaceutical, we
will obtain FDA approval, manufacture and supply finished generic calcitonin-salmon intranasal
spray product to Par Pharmaceutical. Par Pharmaceutical will distribute the product in the United
States. The financial terms of the agreement include milestone payments, product transfer payments
for manufactured product and a profit sharing upon commercialization. Our ANDA filed with the FDA
was accepted for review on February 17, 2004. Questcor Pharmaceuticals, Inc. Under the terms of a supply agreement with Questcor Pharmaceuticals, Inc. (Questcor),
subject to certain limitations, we are obligated to manufacture and supply all of Questcors
requirements and Questcor is obligated to purchase from us all of its requirements for the
Nascobal® nasal gel and the Nascobal® nasal spray upon FDAs final approval. We have filed the
New Drug Application (NDA) and will continue to prosecute the pending U.S. patents for the
Nascobal® nasal spray product on behalf of Questcor. In February 2005, Questcor paid a milestone
fee of $2.0 million upon final FDA approval of the NDA for the Nascobal® nasal spray, and has
agreed to pay an additional $2.0 million contingent upon issuance of a U.S. patent for the
Nascobal® nasal spray. Cytyc Corporation In July 2003, we entered into an agreement with Cytyc Corporation (Cytyc) pursuant to which
Cytyc acquired patent rights to our Mammary Aspirate Specimen Cytology Test (MASCT) device. Under
the terms of the agreement, we received a license fee from Cytyc in 2003 and reimbursement for
patent maintenance and further patent prosecution if incurred. We have the potential to receive
additional milestone payments and royalties based on certain conditions. - 12 -




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Business Strategy Our goal is to become the leader in the development and commercialization of innovative,
intranasal drug delivery products and technologies. Key elements of our strategy include:  
    Applying Our Tight Junction Technology to Product Candidates and Other Drug Delivery
Methods.We will focus our research and development efforts on product candidates where our
proprietary intranasal drug delivery technology utilizing tight junctions will offer
significant clinical advantages such as improved safety and clinical efficacy and increased
patient compliance due to elimination of injection site pain and avoidance of injection site
irritation. We will also continue to search for applications of our tight junction
technology to improve other forms of drug delivery, including oral and intravenous delivery.
    Pursuing Collaborations with Leading Pharmaceutical and Biotechnology Companies.We will
continue to establish strategic collaborations with leading pharmaceutical and biotechnology
companies. Typically, we collaborate with partners to commercialize our product candidates
by utilizing their research and development, regulatory compliance, marketing and
distribution capabilities. We may also assist our collaboration partners in developing more
effective drug delivery methods for their product candidates that have already completed
early stage clinical trials. We intend to structure our collaborative arrangements to
receive research and development funding and milestone payments during the development
phase, revenue from manufacturing upon commercialization and royalties on future sales of
products.
    Strategically Developing and Commercializing Product Candidates on Our Own.In select
cases where we deem it to be strategically advantageous to us, we plan to internally
develop, manufacture and distribute our products.
    Utilizing Our Manufacturing Expertise and Capabilities.We have invested substantial
time and intellectual capital in developing our manufacturing facilities and know-how which
we believe would be difficult for our competitors to replicate in the near term. These
capabilities give us important competitive advantages including the ability to prepare the
chemistry, manufacturing and controls section of the NDA filing with the FDA and maintain a
high-level of quality control in manufacturing product candidates for clinical studies and
FDA-approved products for commercialization. We are currently expanding our manufacturing
capabilities in our Bothell, Washington facility which we believe will meet our projected
capacity needs for the foreseeable future. Recent Developments Merck.On September 24, 2004, we entered into an exclusive development, commercialization
and license agreement and a separate exclusive supply agreement with Merck for the development and
commercialization of PYY intranasal spray for the treatment of obesity. The collaborative
arrangement provides that Merck will assume primary responsibility for conducting and funding
pre-clinical and clinical studies and regulatory approvals, while we will be responsible for all
manufacturing of PYY-related product. Merck will lead and fund world-wide commercialization, and we
have the right to co-promote the product in the United States. On January 26, 2005, we announced that Merck initiated a Phase I study for PYY intranasal
spray for the treatment of obesity. This study being conducted by Merck builds upon our previous
PYY clinical programs, under which 63 subjects have received more than 900 doses of intranasal PYY
prior to Mercks initiation of this study. Questcor.Under the terms of a supply agreement with Questcor, subject to certain
limitations, we are obligated to manufacture and supply all of Questcors requirements and Questcor
is obligated to purchase from us all of its requirements for the Nascobal® nasal gel and the
Nascobal® nasal spray upon FDAs final approval. We have filed the NDA and will continue to
prosecute the pending U.S. patents for the Nascobal® nasal spray product on behalf of Questcor.
In February 2005, Questcor paid a milestone fee of $2.0 million upon final FDA approval of the NDA
for the Nascobal® nasal spray, and has agreed to pay an additional $2.0 million contingent upon
issuance of a U.S. patent for the Nascobal® nasal spray. Capital Raising.On December 14, 2004, we completed a public offering of 4,250,000 shares of
our common stock pursuant to our $80 million effective shelf registration statement, with gross
proceeds of approximately $57.4 million to us, prior to the deduction of fees and commissions of
$4.5 million. - 13 -




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Manufacturing We plan to formulate, manufacture and package all of our products in two facilities. We have
an FDA-approved 10,000 square foot commercial manufacturing facility in Hauppauge, New York with
manufacturing capacity of approximately six million product units per year. In addition, we have a
20,000 square foot commercial manufacturing space contained within our corporate headquarters in
Bothell, Washington. Upon completion of FDA review of our Bothell facility, our manufacturing
capability of the combined facilities will be approximately 60 million product units per year. The process for manufacturing our pharmaceutical products is technically complex, requires
special skills and equipment and must be performed in a qualified facility in accordance with cGMP
of the FDA. Our Hauppauge facility is capable of manufacturing products in quantities we believe
are sufficient for clinical trials of product candidates as well as commercial supply sufficient to
meet forecasted demand for at least the next two years. We are expanding our commercial manufacturing facilities, in part, to meet anticipated
manufacturing commitments for PYY intranasal spray contained in our supply agreement with Merck.
There is sufficient room for further development of additional capacity at the Bothell facility
that would increase our manufacturing capacity to accommodate additional products under development
or to meet additional requirements under various supply agreements. We anticipate that full
development of this site, including possible new construction on the surrounding property, can
accommodate our space requirements for the foreseeable future. However, no assurance can be given
that we will have the financial resources necessary to adequately expand our manufacturing capacity
if and when the need arises. Raw materials essential to our business are generally readily available from multiple sources.
However, certain raw materials and components used to manufacture our products, including essential
pharmaceutical ingredients and other critical components are available from limited sources. For
example, our ANDA for generic calcitonin-salmon intranasal spray includes an active pharmaceutical
compound supplied by one supplier. In addition, controlled substances including morphine gluconate
are highly regulated by the U.S. Drug Enforcement Administration (the DEA) and may be purchased
only when a research and manufacturing license has been issued by the DEA to obtain these
substances. Sales and Marketing We plan to market our FDA approved products either on our own or through co-marketing,
co-promotion, licensing or distribution arrangements with collaboration partners. We believe that
our current approach allows us maximum flexibility in selecting the sales and marketing method that
will both increase market penetration and commercial acceptance of our products and enable us to
limit committing the considerable resources to develop a substantial sales and marketing
organization. We currently have four personnel dedicated to business development and marketing and
plan to hire additional staff as needed to support our growth. Licenses, Patents and Proprietary Rights We intend to seek appropriate patent protection for our proprietary technologies by filing
patent applications in the United States and certain foreign countries. As of February 15, 2005, we
have 15 issued or allowed United States patents and 60 pending United States patent applications,
including provisional patent applications. When appropriate, we also seek foreign patent protection
and to date have 26 issued or allowed foreign patents, and 101 pending foreign patent applications. Our financial success will depend in large part on our ability to:  
    obtain patent and other proprietary protection for our inventions;
    enforce and defend patents once obtained;
    operate without infringing the patents and proprietary rights of third parties; and
    preserve our trade secrets. Our patents and patent applications are directed to composition of matter, methods of use
and/or methods of manufacturing, as appropriate. - 14 -




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We apply for patents covering our discoveries and technologies as we deem appropriate.
However, we may fail to apply for patents on important discoveries or technologies in a timely
fashion or at all. Also, our pending patent applications may not result in the issuance of any
patents. These applications may not be sufficient to meet the statutory requirements for
patentability, and therefore we may be unable to obtain enforceable patents covering the related
discoveries or technologies we may want to commercialize. In addition, because patent applications
are maintained in secrecy for approximately 18 months after filing, other parties may have filed
patent applications relating to inventions before our applications covering
the same or similar inventions. In addition, foreign patent applications are often published
initially in local languages, and until an English language translation is available it can be
impossible to determine the significance of a third party invention. Any patent applications filed
by third parties may prevail over our patent applications or may result in patents that issue
alongside patents issued to us, leading to uncertainty over the scope of the patents or the freedom
to practice the claimed inventions. Although we have a number of issued patents, the discoveries or technologies covered by these
patents may not have any therapeutic or commercial value. Also, issued patents may not provide
commercially meaningful protection against competitors. Other parties may be able to design around
our issued patents or independently develop products having effects similar or identical to our
patented product candidates. In addition, the scope of our patents is subject to considerable
uncertainty and competitors or other parties may obtain similar patents of uncertain scope. Government Regulations Government authorities in the United States and other countries extensively regulate the
research, development, testing, manufacture, labeling, promotion, advertising, distribution, and
marketing, among other things, of drugs and biologic products. All of our product candidates are
either drugs or biologic products, except for MASCT device, which is a medical device and is also
extensively regulated. In the United States, the FDA regulates drug and biologic products under the Federal Food,
Drug, and Cosmetic Act (the FDCA) and implementing regulations thereunder, and other laws,
including, in the case of biologics, the Public Health Service Act. Failure to comply with
applicable U.S. requirements, both before and after approval, may subject us to administrative and
judicial sanctions, such as a delay in approving or refusal by the FDA to approve pending
applications, warning letters, product recalls, product seizures, total or partial suspension of
production or distribution, injunctions, and/or criminal prosecutions. Before our drugs and biologic products may be marketed in the United States, each must be
approved by the FDA. None of our product candidates, except for Nascobal® nasal gel and nasal
spray, has received such approval. The steps required before a drug or a biologic product may be
approved by FDA include pre-clinical laboratory and animal tests and formulation studies;
submission to the FDA of an Investigational New Drug Exemption (an IND) for human clinical
testing, which must become effective before human clinical trials may begin; adequate and
well-controlled clinical trials to establish the safety and effectiveness of the product for each
indication for which approval is sought; submission to the FDA of an NDA, in the case of a drug
product, and a Biologics License Application (BLA), in the case of a biologic product;
satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which
the drug or biologic product is produced to assess compliance with cGMP; and FDA review and
approval of an NDA or BLA. Pre-clinical tests include laboratory evaluations of product chemistry, toxicity and
formulation, as well as animal studies. The results of the pre-clinical tests, together with
manufacturing information and analytical data, are submitted to the FDA as part of an IND, which
must become effective before human clinical trials may begin. An IND will automatically become
effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or
questions about issues such as the conduct of the trials as outlined in the IND. In such a case,
the IND sponsor and the FDA must resolve any outstanding FDA concerns or questions before clinical
trials can proceed. There can be no assurance that submission of an IND will result in FDA
authorization to commence clinical trials. Once an IND is in effect, each clinical study to be
conducted under the IND must be submitted to the FDA, which may or may not allow the trial to
proceed. Clinical trials involve the administration of the investigational drug to human subjects under
the supervision of qualified physician-investigators and healthcare personnel. Clinical trials are
conducted under protocols detailing, for example, the parameters to be used in monitoring patient
safety and the safety and effectiveness criteria, or end points, to be evaluated. Clinical trials
are typically conducted in three defined phases, but the phases may overlap or be combined. Each
trial must be reviewed and approved by an independent Institutional Review Board before it can
begin. Phase I - 15 -




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usually involves the initial administration of the investigational drug or biologic
product to people, usually normal volunteers, to evaluate its safety, dosage tolerance,
pharmacodynamics and, if possible, to gain an early indication of its effectiveness. Phase II
usually involves trials in a limited patient population, with the disease or condition for which
the test material is being developed, to evaluate dosage tolerance and appropriate dosage; identify
possible adverse side effects and safety risks; and preliminarily evaluate the effectiveness of the
drug or biologic for specific indications. Phase III trials are designed to obtain the safety and
efficacy data needed to create the package insert that accompanies the product upon
commercialization, and are conducted by administering the drug or biologic candidate in its final
form in an expanded patient population. We cannot be sure that Phase I, Phase II or Phase III
clinical trials will be completed successfully within any specified period of time, if at all.
Further, we, our product development partners, or the FDA may suspend clinical trials at any
time on various grounds, including a finding that the patients are being exposed to an unacceptable
health risk or are obtaining no medical benefit from the test material. Assuming successful completion of the required clinical testing, the results of the
preclinical studies and the clinical studies, together with other detailed information, including
information on the manufacture and composition of the product, are submitted to the FDA in the form
of an NDA or BLA requesting approval to market the product for one or more indications. Before
approving an application, the FDA usually will inspect the facility(ies) at which the product is
manufactured, and will not approve the product unless cGMP compliance is satisfactory. If the FDA
determines the NDA or BLA is not acceptable, the FDA may outline the deficiencies in the NDA or BLA
and often will request additional information. Notwithstanding the submission of any requested
additional testing or information, the FDA ultimately may decide that the application does not
satisfy the regulatory criteria for approval. After approval, certain changes to the approved
product, such as adding new indications, manufacturing changes, or additional labeling claims are
subject to further FDA review and approval. Post-approval marketing of products in larger patient
populations than were studied during development can lead to new findings about the safety or
efficacy of the products. This information can lead to a product sponsor and/or the FDA requiring
changes in the labeling of the product or even the withdrawal of the product from the market. The
testing and approval process requires substantial time, effort and financial resources, and we
cannot be sure that any approval will be granted on a timely basis, if at all. Some of our product candidates may be eligible for submission of applications for approval
that require less information than the NDAs described above. The FDA may approve an ANDA if the
product is the same in important respects as a listed drug, such as a drug with an effective FDA
approval, or the FDA has declared it suitable for an ANDA submission. ANDAs for such generic drugs
must generally contain the same manufacturing and composition information as NDAs, but applicants
do not need to submit preclinical and often do not need to submit clinical safety and effectiveness
data. Instead they must submit studies showing that the product is bioequivalent to the listed
drug. Drugs are bioequivalent if the rate and extent of absorption of the drug does not show a
significant difference from the rate and extent of absorption of the listed drug. Conducting
bioequivalence studies is generally less time-consuming and costly than conducting pre-clinical and
clinical studies necessary to support an NDA. We have submitted an ANDA for calcitonin that is
currently pending before the FDA, and we may be able to submit ANDAs for other product candidates
in the future. The FDCA provides that ANDA reviews and/or approvals will be delayed in various circumstances.
For example, the holder of the NDA for the listed drug may be entitled to a period of market
exclusivity, during which FDA will not approve, and may not even review, the ANDA. If the listed
drug is claimed by an unexpired patent that the NDA holder has listed with the FDA, the ANDA
applicant must certify in a so-called paragraph IV certification that the patent is invalid,
unenforceable, or not infringed by the product that is the subject of the ANDA. If the holder of
the NDA sues the ANDA applicant within 45 days of being notified of the paragraph IV certification,
the FDA will not approve the ANDA until the earlier of a court decision favorable to the ANDA
applicant or the expiration of 30 months. Also, in circumstances in which the listed drug is
claimed in an unexpired listed patent and the patents validity, enforceability or applicability to
the generic drug has been challenged by more than one generic applicant, ANDA approvals of later
generic drugs may be delayed until the first applicant has received a 180-day period of market
exclusivity. The regulations governing marketing exclusivity and patent protection are complex, and
it is often unclear how they will be applied in particular circumstances until FDA acts on one or
more ANDA applications. We do not believe that there is market exclusivity associated with the
listed version of calcitonin and we have not been sued by the patent holder in connection with our
ANDA for calcitonin, but our ANDA approval could be delayed by exclusivity awarded to a previous
ANDA applicant. Some of our drug products may be eligible for approval under the Section 505(b)(2) approval
process. Section 505(b)(2) applications may be submitted for drug products that represent a
modification of a listed drug (e.g., a new indication or new dosage form) and for which
investigations other than bioavailability or bioequivalence studies are - 16 -




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essential to the drugs
approval. Section 505(b)(2) applications may rely on safety and effectiveness information submitted
for the listed drug as well as information obtained by the 505(b)(2) applicant needed to support
the modification of the listed drug. Preparing Section 505(b)(2) applications is also generally
less costly and time-consuming than preparing an NDA. Like ANDAs, approval of Section 505(b)(2)
applications may be delayed because of market exclusivity awarded to the listed drug or because
patent rights are being adjudicated. In addition, regardless of the type of approval, we and our partners are required to comply
with a number of FDA requirements both before and after approval. For example, we are required to
report certain adverse reactions and production problems, if any, to the FDA, and to comply with
certain requirements concerning advertising and promotion for our products. Also, quality control
and manufacturing procedures must continue to conform to cGMP after approval, and the
FDA periodically inspects manufacturing facilities to assess compliance with cGMP.
Accordingly, manufacturers must continue to expend time, money and effort in all areas of
regulatory compliance, including production and quality control to comply with cGMP. In addition,
discovery of problems such as safety problems may result in changes in labeling or restrictions on
a product manufacturer or NDA/BLA holder, including removal of the product from the market. Our MASCT device that we have licensed to Cytyc is a medical device that requires FDA
authorization before it may be marketed. Medical devices may be marketed pursuant to an approved
Pre-Market Approval Application (PMA), or pursuant to a clearance under Section 510(k) of the
FDCA. Obtaining a PMA involves generally the same steps as obtaining an NDA or BLA. Obtaining a
510(k) generally, but not always, requires the submission of less, but still substantial,
performance, manufacturing, and other information. The MASCT device has been cleared for marketing
under Section 510(k). In addition, medical devices are subject to pre- and post-approval and
clearance requirements similar to those that apply to drugs and biologics. In addition, we, our collaboration partners, and some of our product candidates, including our
morphine gluconate and abuse-resistant opioid, are subject to the requirements of the Controlled
Substances Act and implementing regulations thereunder, which are administered by the DEA.
Establishments may not handle controlled drug substances until they have been inspected and
registered by the DEA. The DEA also imposes recordkeeping and reporting requirements, procurement
and manufacturing quotas, sales restrictions, and other obligations. Facilities must be equipped to
meet DEA security requirements. We currently hold a DEA registration to conduct research at our
Hauppauge facility relating to drug formulations containing DEA Schedule II controlled substances.
However, there can be no assurance that we will be able to maintain our DEA registration or that we
will be able to obtain additional registrations required to continue to research or commercially
distribute our product candidates. Competition Competition in the drug industry is intense. Although we are not aware of any other companies
that have the scope of proprietary technologies and processes that we have developed in our ability
to deliver both small and large molecule drugs by intranasal administration, there are a number of
competitors who possess capabilities relevant to the drug delivery field. In particular, we face
substantial competition from companies pursuing the commercialization of products using intranasal
drug delivery technology such as Archimedes Pharma (Archimedes) (formerly West Pharmaceuticals
Services, Inc.), Intranasal Technology, Inc. (Intranasal Technology), and Innovative Drug
Delivery Systems, Inc. (IDDS). Established pharmaceutical companies such as AstraZeneca plc
(AstraZeneca) and GlaxoSmithKline plc (GlaxoSmithKline) also have in-house intranasal drug
delivery research and development programs that have successfully developed and are marketing
products using intranasal drug delivery technology. We also face indirect competition from other
companies with expertise in alternate drug delivery technologies such as oral, injectable,
patch-based and pulmonary administration. These competitors include Alza Corporation, a Johnson &
Johnson company (Alza), Alkermes, Inc. (Alkermes), Nektar Therapeutics, Inc. (Nektar), Skye
Pharma plc (Skye Pharma), and Penwest Pharmaceuticals Co. (Penwest Pharmaceuticals). Many of
our competitors have substantially greater capital resources, research and development resources
and experience, manufacturing capabilities, regulatory expertise, sales and marketing resources,
and established collaborative relationships with pharmaceutical companies. Our competitors, either
alone or with their collaboration partners, may succeed in developing drug delivery technologies
that are similar or preferable in effectiveness, safety, cost and ease of commercialization, and
our competitors may obtain intellectual property protection or commercialize such products sooner
than we do. Universities and public and private research institutions are also potential competitors.
While these organizations primarily have educational objectives, they may develop proprietary
technologies related to the drug delivery field or secure protection that we may need for
development of our technologies and products. We may attempt to license these - 17 -




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proprietary
technologies, but these licenses may not be available to us on acceptable terms, if at all. Even if we are able to develop products and then obtain the necessary regulatory approvals,
our success depends to a significant degree on the commercial success of products manufactured by
us pursuant to supply agreements or distributed by our collaboration partners. If our product
candidates obtain the necessary regulatory approvals and become commercialized, they would compete
with the following products already in the market or currently in development stage: Obesity There are currently three products approved by the FDA for the treatment of obesity, Xenical
(orlistat) by F. Hoffman-La Roche Ltd., Meridia (sibutramine) by Abbott Laboratories and the
generic phentermine. In addition, there are other products
currently in development for the treatment of obesity, including Acomplia (rimonabant) by
Sanofi-SA, injectable PYY by Amylin Pharmaceuticals, Inc. and oral PYY by Emisphere Technologies,
Inc. (Emisphere Technologies). Osteoporosis Pharmaceutical treatments for osteoporosis include bisphosphonates such as Mercks Fosamax
(alendronate) and The Procter & Gamble Company/Aventis Actonel (risedronate) and selective
estrogen receptor modulators such as Eli Lillys Evista (raloxifene). If commercialized, our
intranasal PTH(1-34) will also compete directly with Eli Lillys Forteo (teriparatide),
an FDA approved injectable parathyroid hormone. Additional competition could come from development
candidates such as injectable full length parathyroid hormone by NPS Pharmaceuticals, Inc. Our
generic calcitonin-salmon intranasal spray to be manufactured by us and distributed by Par
Pharmaceutical will compete with Novartis Miacalcin (intranasal calcitonin-salmon). Novartis may
introduce an authorized generic version through Sandoz US, its wholly-owned subsidiary and Apotex
has filed a generic application of intranasal salmon-calcitonin. Additional competition could come
from development candidates such as oral calcitonin by Emisphere Technologies and recombinant
salmon-calcitonin from Unigene, Inc. Erectile Dysfunction There are three PDE-5 inhibitors approved by the FDA, Viagra (sildenafil) by Pfizer, Cialis
(tadalafil) by Eli Lilly/ICOS and Levitra (vardenafil) by Bayer Pharmaceuticals Corporation,
GlaxoSmithKline and Schering Corporation, as well as Uprima (sublingual apomorphine) by TAP
Pharmaceutical Products, Inc. marketed in Europe. In addition, products such as Palatins PT-141
intranasal spray are also in development for treatment of erectile dysfunction. Breakthrough Cancer Pain Currently, the only approved pharmaceutical treatment for breakthrough cancer pain is Actiq
(oral transmucosal fentanyl citrate) by Cephalon. In addition, OraVescent (a quick dissolve
formulation of fentanyl) by Cephalon is also in development. Multiple Sclerosis Pharmaceutical treatments for multiple sclerosis include Rebif by Serono/Pfizer, Avonex and
Tysabri, formerly Antegren (natalizumab), by Biogen Idec Inc.,
Betaseron by Berlex Biosciences
(Berlex)/Chiron, and Copaxone by Teva Pharmaceutical Industries Ltd. Additional competition could
come from development candidates such as NBI-5788 (an altered peptide ligand) being developed by
Neurocrine Biosciences, Inc. Product Liability Testing, manufacturing and marketing products involve an inherent risk of product liability
attributable to unwanted and potentially serious health effects. To the extent we elect to test,
manufacture or market products independently, we will bear the risk of product liability directly.
We currently have product liability insurance coverage in the amount of $10 million per occurrence
and a $20 million aggregate limitation, subject to a deductible of $10,000 per occurrence. - 18 -




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Employees We had 106 full-time employees at January 31, 2005, 78 of whom are engaged in research and
development, and the others are engaged in administration and support functions. None of our
employees is covered by a collective bargaining agreement. RISK FACTORS You should carefully consider the risks described below before making an investment decision. We do not generate operating income and will require additional financing in the future. If
additional capital is not available, we may have to curtail or cease operations. Our business currently does not generate the cash that is necessary to finance our operations.
We incurred losses from operations (excluding interest income/expense and other income/expense) of
$13.6 million in 2002, $6.2 million in 2003 and $28.5 million in 2004. Subject to the success of
our development programs and potential licensing transactions, we will
need to raise additional capital to fund research and development, to develop and
commercialize our product candidates, to enhance existing services, to respond to competitive
pressures and to acquire complementary businesses or technologies. Our future capital needs depend
on many factors, including:  
    the scope, duration and expenditures associated with our research and development programs;
    continued scientific progress in these programs;
    the outcome of potential licensing transactions, if any;
    competing technological developments;
    our proprietary patent position, if any, in our products; and
    the regulatory approval process for our products. We may seek to raise necessary funds through public or private equity offerings, debt
financings or additional strategic alliances and licensing arrangements. We may not be able to
obtain additional financing on terms favorable to us, if at all. General market conditions may make
it very difficult for us to seek financing from the capital markets. We may be required to
relinquish rights to our technologies or drug candidates, or grant licenses on terms that are not
favorable to us in order to raise additional funds through alliance, joint venture or licensing
arrangements. If adequate funds are not available, we may have to delay, reduce or eliminate one or
more of our research or development programs and reduce overall overhead expenses. These actions
would likely reduce the market price of our common stock. See Managements Discussion and
Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources -
Liquidity. We have not been profitable on an annual basis for eight years, and we may never become profitable. We have incurred net losses in each of the past eight years. As of December 31, 2004, we had
an accumulated deficit of approximately $83.5 million and expect additional operating losses in the
foreseeable future as we continue our research and development activities. The process of developing our products requires significant research and development efforts,
including basic research, preclinical and clinical development, as well as FDA regulatory approval.
These activities, together with our sales, marketing, general and administrative expenses, have
resulted in operating losses in the past, and there can be no assurance that we can achieve
profitability in the future. Our ability to achieve profitability depends on our ability, alone or
with our collaborators, to develop our drug candidates, conduct clinical trials, obtain necessary
regulatory approvals, and manufacture, distribute, market and sell our drug products. We cannot
assure you that we will be successful at any of these activities or predict when we will ever
become profitable. We are dependent on our collaborative arrangements with third parties for a substantial portion of
our revenue, and our development and commercialization activities may be delayed or reduced if we
fail to negotiate or maintain successful collaborative arrangements. We are dependent on our current and any other possible future collaborators to commercialize
many of our product candidates and to provide the regulatory compliance, sales, marketing and
distribution capabilities required for the success of our business. If we fail to secure or
maintain successful collaborative arrangements, our development and - 19 -




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commercialization activities
will be delayed or reduced and our revenues will be materially and adversely impacted. We entered into new collaboration partnerships with Merck in September 2004 and Par
Pharmaceutical in October 2004. Over the next several years, we will depend on these collaborative
partnerships for a significant portion of our revenue. The expected future milestone payments and
cost reimbursements under these collaborations will provide an important source of financing for
our research and development program, thereby facilitating the application of our technology to the
development of our PYY product and enabling the commercialization of our generic calcitonin-salmon
intranasal spray, which may produce significant royalty revenue. These collaborative agreements can
be terminated by our partners in their discretion upon the satisfaction of certain notice
requirements. Our partners are not precluded from independently pursuing competing products and
drug delivery approaches or technologies. Even if our partners continue their contributions to our
collaborative arrangements, they may nevertheless determine not to actively pursue the development
or commercialization of any resulting products. Our partners may fail to perform their obligations
under the collaborative arrangements or may be slow in performing their obligations. In addition,
our partners may experience financial difficulties at any time that could prevent them from having
available funds to contribute to these collaborations. If our collaborating partners fail to
conduct their commercialization, regulatory compliance, sales and marketing or distribution
activities successfully and in a timely manner, we will earn little or no revenue from those
products and we will not be able to achieve our objectives or build a sustainable or profitable
business. Our success depends to a significant degree upon the commercial success of products manufactured by
us pursuant to supply agreements or marketed by our collaborating partners. Even if we are able to develop products and obtain the necessary regulatory approvals, our
success depends to a significant degree on the commercial success of products manufactured by us
pursuant to supply agreements or marketed by our collaborating partners. If these products fail to
achieve or subsequently maintain market acceptance or commercial viability, our business would be
significantly harmed because our revenue is dependent upon sales of these products. Even if we are successful in commercializing a product candidate, it is possible that the
commercial opportunity for intranasally-administered products will be limited. None of our product candidates utilizing our intranasal drug delivery technology have been
brought to market. Accordingly, while we believe there is a commercial market for our intranasal
drug delivery technology, there can be no assurance that our intranasal drug delivery technology
will become a viable commercial alternative to other drug delivery methods. Many factors may affect
the market acceptance and commercial success of any potential products, including:  
    establishment and demonstration of the effectiveness and safety of the drugs;
    timing of market entry as compared to competitive products;
    the benefits of our drugs relative to their prices and the comparative price of competing products;
    actual and perceived benefits and detriments of intranasal drug delivery, which may be
affected by press and academic literature;
    marketing and distribution support of our products; and
    any restrictions on labeled indications. Our revenues and profits from any particular generic pharmaceutical products decline as our
competitors introduce their own generic equivalents. On October 22, 2004, we entered into a license and supply agreement granting Par
Pharmaceutical the exclusive U.S. distribution and marketing rights to our generic
calcitonin-salmon intranasal spray. Under the terms of the agreement with Par Pharmaceutical, we
will obtain FDA approval, manufacture and supply finished generic calcitonin-salmon intranasal
spray to Par Pharmaceutical. Par Pharmaceutical will distribute the product in the United States.
Novartis, the supplier of branded calcitonin-salmon intranasal spray, may introduce a generic
version through Sandoz US, its wholly-owned subsidiary. Selling prices of generic drugs typically
decline, sometimes dramatically, as additional companies receive approvals for a given product and
competition intensifies. To the extent that our collaborating partner and we succeed in being the
first to market a generic version of a significant product, our initial sales and profitability
following the introduction of such product will be subject to material reduction upon a
competitors introduction of the equivalent product. Our ability to sustain our sales and
profitability on any product over time is dependent on both the number of - 20 -




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new competitors for such
product and the timing of their approvals. Clinical trials of our product candidates are expensive and time-consuming, and the results of
these trials are uncertain. Many of our research and development programs are at an early stage. Clinical trials in
patients are long, expensive and uncertain processes. The length of time generally varies
substantially according to the type of drug, complexity of clinical trial design, regulatory
compliance requirements, intended use of the drug candidate and rate of patient enrollment for the
clinical trials. Clinical trials may not be commenced or completed on schedule, and the FDA may not
ultimately approve our product candidates for commercial sale. Further, even if the results of our
preclinical studies or clinical trials are initially positive, it is possible that we will obtain
different results in the later stages of drug development or that results seen in clinical trials
will not continue with longer term treatment. Drugs in late stages of clinical development may fail
to show the desired safety and efficacy traits despite having progressed through initial clinical
testing. For example, positive results in early Phase I or Phase II clinical trials may not be
repeated in larger Phase II or Phase III clinical trials. All of our potential drug candidates are
prone to the risks of failure inherent in drug development. The clinical trials of any or all of
our drug candidates, including apomorphine HCl intranasal spray, generic calcitonin-salmon
intranasal spray, beta interferon, morphine gluconate, oral abuse-resistant opioid,
PTH(1-34) and PYY intranasal spray could be unsuccessful, which would prevent us from
commercializing these drugs. The FDA conducts its own independent analysis of some or all of the
pre-clinical and clinical study data submitted in a regulatory filing and often comes to different
and potentially more negative
conclusions than the analysis performed by the drug sponsor. Our failure to develop safe,
commercially viable drugs approved by the FDA would substantially impair our ability to generate
revenues and sustain our operations and would materially harm our business and adversely affect our
stock price. In addition, significant delays in clinical trials will impede our ability to seek
regulatory approvals, commercialize our drug candidates and generate revenue, as well as
substantially increase our development costs. We are subject to extensive government regulation including the requirement of approval before our
products may be marketed. We, our collaboration partners, and our product candidates are subject to extensive regulation
by governmental authorities in the U.S. and other countries. Failure to comply with applicable
requirements could result in, among other things, any of the following actions: warning letters;
fines and other civil penalties; unanticipated expenditures; delays in approving or refusal to
approve a product candidate; product recall or seizure; interruption of manufacturing or clinical
trials; operating restrictions; injunctions; and criminal prosecution. Our product candidates cannot be marketed in the United States without FDA approval or
clearance. The FDA has approved only two of our product candidates, Nascobal® nasal gel and
Nascobal® nasal spray, and cleared only one, our MASCT device, for sale in the United States. Our
other product candidates are in development, and will have to be approved by the FDA before they
can be marketed in the United States. Obtaining FDA approval requires substantial time, effort, and
financial resources, and there can be no assurance that any approval will be granted on a timely
basis, if at all. If the FDA does not approve our product candidates in a timely fashion, or does
not approve them at all, our business and financial condition may be adversely affected. We, our
collaboration partners, or the FDA may suspend or terminate human clinical trials at any time on
various grounds, including a finding that the patients are being exposed to an unacceptable health
risk. In addition, both before and after regulatory approval, we, our collaboration partners, and
our product candidates are subject to numerous FDA requirements covering, among other things,
testing, manufacturing, quality control, labeling, advertising, promotion, distribution, and
export. The FDAs requirements may change and additional government regulations may be promulgated
that could affect us, our collaboration partners, and our product candidates. We cannot predict the
likelihood, nature or extent of government regulation that may arise from future legislation or
administrative action, either in the United States or abroad. There can be no assurance that we
will not be required to incur significant costs to comply with such laws and regulations in the
future or that such laws or regulations will not have a material adverse effect upon our business. In addition, some of our product candidates, including our morphine gluconate and
abuse-resistant opioid, will be subject to the requirements of the Controlled Substances Act and
implementing regulations thereunder, which are administered by the DEA. Establishments may not
handle controlled drug substances until they have been inspected and registered by the DEA. The DEA
also imposes recordkeeping and reporting requirements, procurement and manufacturing quotas, sales
restrictions, and other obligations. Facilities must be equipped to meet DEA security - 21 -




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requirements.
We currently hold a DEA registration to conduct research at our Hauppauge facility relating to drug
formulations containing DEA Schedule II controlled substances. However, there can be no assurance
that we will be able to maintain our DEA registration or that we will be able to obtain additional
registrations required to continue to research or commercially distribute our product candidates. Our operating results are subject to significant fluctuations and uncertainties, and our failure to
meet expectations of public market analysts or investors regarding operating results may cause our
stock price to decline. Our operating results are subject to significant fluctuations and uncertainties due to a
number of factors including, among others:  
    timing and achievement of licensing transactions, including milestones and other
performance factors associated with these contracts;
    time and costs involved in patent prosecution and development of our proprietary position;
    continued scientific progress and level of expenditures in our research and development programs;
    cost of manufacturing scale-up and production batches, including vendor provided activities and costs;
    time and costs involved in obtaining regulatory approvals;
    changes in general economic conditions and drug delivery technologies;
    expiration of existing patents and related revenues; and
    new products and product enhancements that we or our competitors introduce. As a result of these factors and other uncertainties, our operating results have fluctuated
significantly in recent years, resulting in net losses of $13.5 million in 2002, $2.1 million in
2003 and $28.6 million in 2004. Our revenues and operating results, particularly those reported on a quarterly basis, will
continue to fluctuate significantly. This fluctuation makes it difficult to forecast our operating
results. Therefore, we believe that quarterly comparisons of our operating results may not be
meaningful, and you should not rely on them as an indication of our future performance. In
addition, our operating results in a future quarter or quarters may fall below the expectations of
public market analysts or investors. If this were to occur, the price of our stock could decline. If we are unable to adequately protect our proprietary technology from legal challenges,
infringement or alternative technologies, this inability will hurt our competitive position and
negatively impact our operating results. We specialize in the intranasal delivery of pharmaceutical products and rely on the issuance
of patents, both in the United States and internationally, for protection against competitive drug
delivery technologies. Although we believe that we exercise the necessary due diligence in our
patent filings, our proprietary position is not established until the appropriate regulatory
authorities actually issue a patent, which may take over three years from initial filing or may
never occur. As of February 15, 2005, we have 41 patents issued and 161 patent applications filed. Moreover, even the established patent positions of pharmaceutical companies are generally
uncertain and involve complex legal and factual issues. Although we believe our issued patents are
valid, third parties may infringe our patents or may initiate proceedings challenging the validity
or enforceability of our patents. The issuance of a patent is not conclusive as to its claim scope,
validity or enforceability. Challenges raised in patent infringement litigation we initiate or in
proceedings initiated by third parties may result in determinations that our patents have not been
infringed or that they are invalid, unenforceable or otherwise subject to limitations. In the event
of any such determinations, third parties may be able to use the discoveries or technologies
claimed in our patents without paying licensing fees or royalties to us, which could significantly
diminish the value of these discoveries or technologies. As a result of such determinations, we may
be enjoined from pursuing research, development or commercialization of potential products or may
be required to obtain licenses, if available, to the third party patents or to develop or obtain
alternative technology. Responding to challenges initiated by third parties may require significant
expenditures and divert the attention of our management and key personnel from other business
concerns. Furthermore, it is possible that others will infringe or otherwise circumvent our issued
patents and that we will be unable to fund the cost of litigation against them or elect not to
pursue litigation. In addition, enforcing our patents - 22 -




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against third parties may require significant
expenditures regardless of the outcome of such efforts. We also cannot assure you that others have
not filed patent applications for technology covered by our pending applications or that we were
the first to invent the technology. There may also exist third party patents or patent applications
relevant to our potential products that may block or compete with the technologies covered by our
patent applications and third parties may independently develop intellectual property similar to
our patented intellectual property, which could result in, among other things, interference
proceedings in the United States Patent and Trademark Office to determine priority of invention. In addition, we may not be able to protect our established and pending patent positions from
competitive drug delivery technologies, which may provide more effective therapeutic benefit to
patients and which may therefore make our products, technology and proprietary position obsolete. If we are unable to adequately protect our proprietary technology from legal challenges,
infringement or alternative technologies, we will not be able to compete effectively in the
pharmaceutical delivery business. Because intellectual property rights are of limited duration, expiration of intellectual property
rights and licenses will negatively impact our operating results. Intellectual property rights, such as patents and license agreements based on those patents,
generally are of limited duration. Our operating results depend on our patents and intellectual
property licenses. Therefore, the expiration or other loss of rights associated with intellectual
property and intellectual property licenses can negatively impact our business. Our product development efforts may not result in commercial products. Our future results of operations depend, to a significant degree, upon our and our
collaborating partners ability to successfully commercialize additional pharmaceutical products.
The development and commercialization process, particularly with respect to innovative products, is
both time consuming and costly and involves a high degree of business risk. Successful product
development in the pharmaceutical industry is highly uncertain, and very few research and
development projects result in a commercial product. Product candidates that appear promising in
the early phases of development, such as in early human clinical trials, may fail to reach the
market for a number of reasons, such as:  
    product candidates may not perform as expected in later or broader trials in humans and
limit marketability of such product candidate;
    necessary regulatory approvals may not be obtained in a timely manner, if at all;
    product candidates may not be able to be successfully and profitably produced and marketed;
    third parties have proprietary rights to a product candidate, and do not allow sale on reasonable terms;
    product candidate may not be financially successful because of existing therapeutics that
offer equivalent or better treatments; or
    suppliers of product pumps or actuators required to atomize our formulations may increase
their price or cease to manufacture them without prior notice. To date, none of the product candidates utilizing our current intranasal drug delivery
technology have been approved by the FDA. Accordingly, there can be no assurance that any of our
product candidates currently in development will ever be successfully commercialized, and delays in
any part of the process or our inability to obtain regulatory approval could adversely affect our
operating results by restricting introduction of new products by us or our collaborating partners. We have limited experience in marketing or selling our products, and we may need to rely on
marketing partners or contract sales companies. Even if we are able to develop our products and obtain necessary regulatory approvals, we have
limited experience or capabilities in marketing or commercializing our products. We currently have
a limited sales, marketing or distribution infrastructure. Accordingly, we are dependent on our
ability to find collaborative marketing partners or contract sales companies for commercial sale of
our internally-developed products. Even if we find a potential marketing partner, we may not be
able to negotiate a licensing contract on favorable terms to justify our investment or achieve
adequate revenues. - 23 -




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Coverage and reimbursement status of newly approved drugs is uncertain and the failure to obtain
adequate reimbursement coverage could limit our ability to generate revenue. Our products may prove to be unsuccessful if various parties, including government health
administration authorities, private healthcare insurers and other healthcare payers, such as health
maintenance organizations and self-insured employee plans that determine reimbursement to the
consumer, do not accept our products for reimbursement. Sales of therapeutic and other
pharmaceutical products depend in significant part on the availability of reimbursement to the
consumer from these third party payers. Third party payers are increasingly challenging the prices
charged for medical products and services. We cannot assure you that reimbursement will be
available at all or at levels sufficient to allow our marketing partners to achieve profitable
price levels for our products. If we fail to achieve adequate reimbursement levels, patients may
not purchase our products and sales of these products will be absent or reduced. We may be required to defend lawsuits or pay damages for product liability claims. Our business inherently exposes us to potential product liability claims. We face substantial
product liability exposure in human clinical trials and for products that we sell, or manufacture
for others to sell, after regulatory approval. The risk exists even with respect to those drugs
that are approved by regulatory agencies for commercial distribution and sale and manufactured in
facilities licensed and regulated by regulatory agencies. Product liability claims, regardless of
their merits, could be costly and divert managements attention, and adversely affect our
reputation and the demand for our products. We currently have product liability insurance coverage in the amount of $10 million per
occurrence and a $20 million aggregate limitation, subject to a deductible of $10,000 per
occurrence. From time to time, the pharmaceutical industry has experienced difficulty in obtaining
product liability insurance coverage for certain products or coverage in the desired
amounts or with the desired deductibles. We cannot assure you that we will be able to obtain
the levels or types of insurance we would otherwise have obtained prior to these market changes or
that the insurance coverage we do obtain will not contain large deductibles or fail to cover
certain liabilities or that it will otherwise cover all potential losses. We may be unable to compete successfully against our current and future competitors. Competition in the drug delivery industry is intense. In particular, we face substantial
competition from companies pursuing the commercialization of products using intranasal drug
delivery technology such as Archimedes, Intranasal Technology and IDDS. Established pharmaceutical
companies such as AstraZeneca and GlaxoSmithKline also have in-house intranasal drug delivery
research and development programs that have successfully developed and are marketing products using
intranasal drug delivery technology. We also face indirect competition from other companies with
expertise in alternate drug delivery technologies such as oral, injectable, patch-based and
pulmonary administration. These competitors include Alza, Alkermes, Nektar, Skye Pharma and Penwest
Pharmaceuticals. Universities and public and private research institutions are also potential competitors.
While these organizations primarily have educational objectives, they may develop proprietary
technologies related to the drug delivery field or secure protection that we may need for
development of our technologies and products. We may attempt to license these proprietary
technologies, but these licenses may not be available to us on acceptable terms, if at all. Many of our competitors have substantially greater capital resources, research and development
resources and experience, manufacturing capabilities, regulatory expertise, sales and marketing
resources, and established collaborating relationships with pharmaceutical companies. Our
competitors, either alone or with their collaboration partners, may succeed in developing drug
delivery technologies that are similar or preferable in effectiveness, safety, cost and ease of
commercialization, and our competitors may obtain intellectual property protection or commercialize
such products sooner than we do. Developments by others may render our product candidates or our
technologies obsolete or, if developed earlier than our products, may achieve market acceptance
which could negatively impact the opportunities for our products regardless of the merits of our
technology. If we have a problem with our manufacturing facilities, we may not be able to market our products
or conduct clinical trials. A substantial portion of our products for both clinical and commercial use is currently
manufactured at our facility in - 24 -




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Hauppauge, New York, and we are currently customizing our facility
in Bothell, Washington to enable large-scale manufacturing. Our manufacturing capacity of the New
York facility is approximately 6 million product units per year, and our manufacturing capacity of
the Washington facility will be approximately 54 million product units per year upon completion of
FDA review which is anticipated in 2005. If we have a problem at either of our manufacturing
facilities, it could cause a delay in clinical trials or the supply of product to market. Any
significant delay or failure to manufacture could jeopardize our performance contracts with
collaboration partners, resulting in material penalties to us and jeopardizing the commercial
viability of our products. We use hazardous chemicals and radioactive and biological materials in our business. Any disputes
relating to improper use, handling, storage or disposal of these materials could be time-consuming
and costly. Our research and development operations involve the use of hazardous, radioactive and
biological, potentially infectious, materials. We are subject to the risk of accidental
contamination or discharge or any resultant injury from these materials. Federal, state and local
laws and regulations govern the use, manufacture, storage, handling and disposal of these
materials. We could be subject to damages, fines and penalties in the event of an improper or
unauthorized release of, or exposure of individuals to, these hazardous materials, and our
liability could exceed our total assets. Compliance with environmental laws and regulations may be
expensive, and current or future environmental regulations may impair our business. Reforms in the healthcare industry and the uncertainty associated with pharmaceutical pricing,
reimbursement and related matters could adversely affect the marketing, pricing and demand for our
products. Increasing expenditures for healthcare have been the subject of considerable public attention
in the United States. Both private and government entities are seeking ways to reduce or contain
healthcare costs. Numerous proposals that would effect changes in the United States healthcare
system have been introduced or proposed in Congress and in some state legislatures, including
reductions in the cost of prescription products and changes in the levels at which consumers and
healthcare providers are reimbursed for purchases of pharmaceutical products. For example, the
Medicare Prescription
Drug, Improvement and Modernization Act of 2003 and the proposed rules thereunder impose new
requirements for the distribution and pricing of prescription drugs in 2004, which could reduce
reimbursement of prescription drugs for healthcare providers and insurers. Although we cannot
predict the full effect on our business of the implementation of this legislation, we believe that
legislation that reduces reimbursement for our products could adversely impact how much or under
what circumstances healthcare providers will prescribe or administer our products. This could
materially and adversely impact our business by reducing our ability to generate revenue, raise
capital, obtain additional collaborators and market our products. In addition, we believe the
increasing emphasis on managed care in the United States has and will continue to put pressure on
the price and usage of our products, which may adversely impact product sales. If we lose our key personnel, or if we are unable to attract and retain additional personnel, then
we may be unable to successfully develop our business. If we are unable to retain one or more of our corporate officers, Dr. Steven C. Quay, Chairman
of the Board, President and Chief Executive Officer, Dr. Gordon C. Brandt, Executive Vice President
Clinical Research and Medical Affairs, Dr. Paul H. Johnson, Senior Vice President, Research and
Development and Chief Scientific Officer, Gregory L. Weaver, CPA, MBA, Chief Financial Officer and
Corporate Secretary, David E. Wormuth, Senior Vice President, Operations, Timothy M. Duffy, Vice
President, Marketing and Business Development, or any of our other key managers or key technical
personnel, our business could be seriously harmed. Except for the employment agreements with Dr.
Quay and Mr. Weaver, we generally do not execute employment agreements with members of our
management team. Whether or not a member of management has executed an employment agreement, there
can be no assurance that we will be able to retain our key managers or key technical personnel or
replace any of them if we lose their services for any reason. We make a significant effort and
allocate substantial resources to recruit candidates to our Washington state and New York offices
that are each located a significant distance away from many pharmaceutical and biotechnology
companies. Competition for competent managers and technical personnel is intense, and failure to
retain our key personnel may:  
    compromise our ability to negotiate and enter into additional collaborative arrangements;
    delay our ongoing discovery research efforts;
    delay preclinical or clinical testing of our product candidates;
    delay the regulatory approval process; or - 25 -




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
    prevent us from successfully commercializing our product candidates. In addition, if we have to replace any of these individuals, we will not be able to replace
knowledge that they have about our operations. We may encounter difficulties managing our growth, which could adversely affect our business. We increased the number of our full-time employees from 52 on December 31, 2002 to 106 on
January 31, 2005, and we expect to continue to grow to meet our strategic objectives. If our growth
continues, it may place a strain on us, our management and our resources. Our ability to
effectively manage our operations, growth and various projects requires us to continue to improve
our operational, financial and management controls, reporting systems and procedures and to attract
and retain sufficient numbers of talented employees. We may not be able to successfully implement
these tasks on a larger scale and, accordingly, we may not achieve our research, development and
commercialization goals. If we fail to improve our operational, financial and management
information systems, or fail to effectively monitor or manage our new and future employees or our
growth, our business could suffer significantly. In addition, no assurance can be made that we will
be able to secure adequate facilities to house our staff, conduct our research or achieve our
business objectives. We cannot assure you that our stock price will not decline. The market price of our common stock could be subject to significant fluctuations. Among the
factors that could affect our stock price are:  
    negative results from our clinical or pre-clinical studies or adverse FDA decisions
related to our product candidates or third party products that are in the same drug class as
our products;
    changes in revenue estimates or publication of research reports by analysts or the
decision of analysts to drop coverage of us;
    failure to meet analysts revenue estimates;
    speculation in the press or investment community;
    strategic actions by us or our competitors, such as acquisitions or restructurings;
    actions by institutional stockholders, hedge funds and significant stockholders of us;
    low average daily trading volumes due to relatively small number of shares outstanding;
    general market conditions; and
    domestic and international economic factors unrelated to our performance. Additionally, numerous factors relating to our business may cause fluctuations or declines in
our stock price. The stock markets in general and the markets for pharmaceutical stocks in particular, have
experienced extreme volatility that has often been unrelated to the operating performance of
particular companies. These broad market fluctuations may adversely affect the trading price of our
common stock. A significant number of shares of our common stock are subject to options and warrants, and we
expect to sell additional shares of our common stock in the future. Sales of these shares will
dilute the interests of other security holders and may depress the price of our common stock. As of December 31, 2004, there were 17,895,976 shares of common stock outstanding. As of such
date, there were vested outstanding options to purchase 1,893,567 shares of common stock, unvested
outstanding options to purchase 865,685 shares of common stock and outstanding warrants to purchase
1,486,073 shares of common stock. In addition, we may issue additional common stock and warrants
from time to time to finance our operations. For example, we completed a public offering of
4,250,000 shares of our common stock on December 14, 2004 and a private placement of 1,136,364
shares of our common stock in June 2004 to raise capital for general corporate purposes. We may also issue additional shares to fund potential acquisitions or in connection with
additional stock options or restricted stock granted to our employees, officers, directors and
consultants under our stock option plans. The issuance, perception that issuance may occur, or
exercise of warrants or options will have a dilutive impact on other stockholders and could have a
material negative effect on the market price of our common stock. - 26 -




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We have never paid cash or stock dividends on our common stock and we do not anticipate paying
dividends in the foreseeable future. We have paid no cash or stock dividends on any of our classes of common stock to date, and we
currently intend to retain our future earnings, if any, to fund the development and growth of our
business. The terms of our current borrowing facility prohibit the payment of dividends without
bank approval. In addition, the terms of any future debt or credit facility may preclude us from
paying any dividends. As a result, capital appreciation, if any, of our common stock may be the
sole source of potential gain for the foreseeable future. The anti-takeover provisions of our stockholder rights plan may entrench management, may delay or
prevent beneficial takeover bids by third parties and may prevent or frustrate any stockholder
attempt to replace or remove the current management even if the stockholders consider it beneficial
to do so. We have a stockholder rights plan designed to protect our stockholders from coercive or unfair
takeover tactics. Under the plan, we declared a dividend of one preferred stock purchase right for
each share of common stock outstanding on March 17, 2000. Each preferred stock purchase right
entitles the holder to purchase from us 1/1000 of a share of Series A Junior Participating
Preferred Stock for $50. In the event any acquiring entity or group accumulates or initiates a
tender offer to purchase 15% or more of our common stock, then each holder of a preferred stock
purchase right, other than the acquiring entity and its affiliates, will have the right to receive,
upon exercise of the preferred stock purchase right, shares of our common stock or shares in the
acquiring entity having a value equal to two times the exercise price of the preferred stock
purchase right. The intent of the stockholder rights plan is to protect our stockholders interests by
encouraging anyone seeking control of our company to negotiate with our board of directors (the
Board). However, our stockholder rights plan could make it more difficult for a third party to
acquire us without the consent of the Board, even if doing so may be beneficial to our
stockholders. This plan may discourage, delay or prevent a tender offer or takeover attempt,
including offers or attempts that could result in a premium over the market price of our common
stock. This plan could reduce the price that investors might be willing to pay for shares of our
common stock in the future. Furthermore, the anti-takeover provisions of our stockholder rights
plan may entrench management and make it more difficult for stockholders to replace management even
if the
stockholders consider it beneficial to do so. An interruption in the supply of our raw and bulk materials needed to make our products could cause
our product development and commercialization to be slowed or stopped. We currently obtain supplies of critical raw and bulk materials used in our research and
development and manufacturing efforts from several suppliers. However, we do not have long-term
contracts with any of these suppliers. While our existing arrangements supply sufficient quantities
of raw and bulk materials needed to accomplish the clinical development of our product candidates,
there can be no assurance that we would have the capability to manufacture sufficient quantities of
our product candidates to meet our needs if our suppliers are unable or unwilling to supply such
materials. Any delay or disruption in the availability of raw or bulk materials could slow or stop
product development and commercialization of the relevant product. Our dependence upon third
parties for the manufacture of our bottles, pumps, and cap components of our intranasal products
and the related supply chain may adversely affect our cost of goods, our ability to develop and
commercialize products on a timely and competitive basis, and the production volume of our
intranasal products. Corporation Information We were incorporated in Delaware on September 23, 1983. Our principal executive offices are
located at 3450 Monte Villa Parkway, Bothell, Washington 98021 and our telephone number is (425)
908-3600. We have an internet web address at http://www.nastech.com. Available Information We file annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (SEC). The public may read and copy any documents each
company files at the SECs Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. SEC filings are also available to the public from the SECs Internet website at
http://www.sec.gov. - 27 -




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We make available through our website at
http://www.nastech.com our Annual Reports on Form
10-K or Form 10-K/A, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after we electronically file such material with, or furnish such material to the SEC.
In addition, our internet website includes other items related to corporate governance matters,
including, among other things, charters of various committees of the Board and the code of business
conduct and ethics applicable to all employees, officers and directors. Copies of these documents
may be obtained, free of charge, from our internet website. Any shareholder also may obtain copies
of these documents, free of charge, by sending a request in writing to: Nastech Pharmaceutical
Company Inc., 3450 Monte Villa Parkway, Bothell, WA, 98021, Attn: Investor Relations. 
 ITEM 2. PROPERTIES We currently lease approximately 51,000 square feet of space at our corporate headquarters in
Bothell, Washington. This includes approximately 14,000 square feet we leased effective January 1,
2005. Our Bothell facility consists of approximately 23,000 square feet of research and
development facilities, approximately 20,000 square feet of manufacturing space and approximately
8,000 square feet of general and administrative space. The lease for our headquarters in Bothell
expires in January 2016. We also lease approximately 10,000 square feet of manufacturing space that we lease in
Hauppauge, New York. This lease is scheduled to expire in June 2005, and we are currently
negotiating to extend the Hauppauge lease for several years. Future minimum lease payment obligations are approximately $20.4 million. Annual lease
expenses will be approximately $1.8 million in 2005 and thereafter. We are also responsible for
all utilities, maintenance, security and property tax increases related to our properties. We believe that these facilities are adequate for our current needs, although we may in the
future expand our facilities for additional research and development and manufacturing capability. 
 ITEM 3. LEGAL PROCEEDINGS None. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to the vote of security holders through the solicitation of
proxies or otherwise, during the last quarter of the fiscal period covered by this report. - 28 -




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PART II 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq National Market under the symbol NSTK. The
following table sets forth, for each of the quarterly periods indicated, the range of high and low
sales prices of our common stock, as reported on the Nasdaq National Market. Quarter
    
    High
    
    
    Low2003:First Quarter
    
    $
    9.95
    
    
    $
    6.76Second Quarter
    
    
    11.95
    
    
    
    7.06Third Quarter
    
    
    11.19
    
    
    
    7.57Fourth Quarter
    
    
    10.70
    
    
    
    8.302004:First Quarter
    
    $
    14.65
    
    
    $
    9.01Second Quarter
    
    
    14.95
    
    
    
    9.40Third Quarter
    
    
    15.05
    
    
    
    7.25Fourth Quarter
    
    
    16.56
    
    
    
    11.95
 On
March 7, 2005, the closing price of our common stock reported on the Nasdaq National
Market was $9.71 per share. As
of February 15, 2005 there were approximately 9,400 beneficial holders of our common stock,
including several brokerage firms holding shares in street name for beneficial owners. Dividend Policy We have never declared any cash dividends on our common stock. In addition, we have no
current plans to pay any dividends on our common stock and intend to retain earnings, if any, for
working capital purposes. The terms of our current credit facility prohibit the payment of
dividends without bank approval. Any future decision to pay dividends on our common stock will
depend upon our results of operations, capital requirements, our financial condition and other
factors that the Board deems relevant. Securities Authorized For Issuance Under Equity Compensation Plans Information regarding securities authorized for issuance under our equity compensation plans
is disclosed in Item 12: Security Ownership of Certain Beneficial Owners and Management. Unregistered Sales of Equity Securities (1) Warrants.During the three months ended December 31, 2004: (i) the Company issued 65,900 shares of common stock to four holders of common stock
warrants (the Warrants) upon the exercise of such Warrants in private offerings pursuant
to Section 4(2) of the Securities Act. The holders of the Warrants were accredited
investors under Rule 501 of the Securities Act. The Company has registered the resale of
such shares under the Securities Act. The Warrants were exercisable for an equal number of
 shares of common stock at an exercise price of $7.50 per share, and; (ii) the Company issued 8,832 shares of common stock to two holders of Warrants upon
the cashless exercise of the Warrants to purchase 48,143 shares of common stock in private
offerings pursuant to Section 4(2) of the Securities Act. The holders of the Warrants were
accredited investors under Rule 501 of the Securities Act. The Company has registered the
resale of such shares under the Securities Act. The Warrants were exercisable for an equal
number of shares of common stock at an exercise price of $11.09 per share. The market value
of the shares exchanged was $13.58, resulting in a conversion of the Warrants to purchase
48,143 shares of common stock into 8,832 shares of common stock. - 29 -




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ITEM 6. SELECTED FINANCIAL DATA The accompanying selected consolidated financial data should be read together with Managements
Discussion and Analysis of Financial Condition and Results of Operations and the accompanying
consolidated financial statements and related notes that are included in this Annual Report on Form
10-K/A. The following table sets forth selected consolidated financial data as of and for the years
in the five-year period ended December 31, 2004: (In thousands, except per share data) Statement of Operations Data:
    
    20001
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    2004Revenue:Product revenue, net
    
    $
    906
    
    
    $
    996
    
    
    $
    1,408
    
    
    $
    1,805
    
    
    $
    291License and research fees
    
    
    3,235
    
    
    
    1,607
    
    
    
    7,515
    
    
    
    17,635
    
    
    
    1,556Total revenue
    
    
    4,141
    
    
    
    2,603
    
    
    
    8,923
    
    
    
    19,440
    
    
    
    1,847Operating expenses:Cost of product revenue
    
    
    358
    
    
    
    503
    
    
    
    289
    
    
    
    498
    
    
    
    258Research and development
    
    
    6,399
    
    
    
    6,595
    
    
    
    11,613
    
    
    
    17,097
    
    
    
    21,083Acquired in-process research and
development
    
    
    2,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Royalties
    
    
    1,517
    
    
    
    487
    
    
    
    9
    
    
    
    
    
    
    
    Sales and marketing
    
    
    655
    
    
    
    595
    
    
    
    1,863
    
    
    
    2,377
    
    
    
    1,046General and administrative
    
    
    3,247
    
    
    
    3,977
    
    
    
    8,138
    
    
    
    5,679
    
    
    
    7,951Restructuring charge
    
    
    
    
    
    
    
    
    
    
    595
    
    
    
    
    
    
    
    Total operating expenses
    
    
    14,476
    
    
    
    12,157
    
    
    
    22,507
    
    
    
    25,651
    
    
    
    30,338Loss from operations
    
    
    (10,335
    )
    
    
    (9,554
    )
    
    
    (13,584
    )
    
    
    (6,211
    )
    
    
    (28,491
    )Gain on sale of product
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,236
    
    
    
    Interest income
    
    
    644
    
    
    
    322
    
    
    
    278
    
    
    
    227
    
    
    
    344Interest expense
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    (393
    )
    
    
    (462
    )Net loss
    
    $
    (9,691
    )
    
    $
    (9,232
    )
    
    $
    (13,468
    )
    
    $
    (2,141
    )
    
    $
    (28,609
    )Net loss per common share-basic
and diluted
    
    $
    (1.51
    )
    
    $
    (1.16
    )
    
    $
    (1.34
    )
    
    $
    (0.20
    )
    
    $
    (2.21
    )Shares used in computing net loss
per share
    
    
    6,437
    
    
    
    7,956
    
    
    
    10,028
    
    
    
    10,751
    
    
    
    12,955
 Balance Sheet Data:
    
    2000
    
    
    2001
    
    
    2002
    
    
    2003
    
    
    20042Cash and short term investments3
    
    $
    6,256
    
    
    $
    11,760
    
    
    $
    9,021
    
    
    $
    25,081
    
    
    $
    74,474Working capital
    
    
    5,799
    
    
    
    10,404
    
    
    
    3,342
    
    
    
    14,766
    
    
    
    58,362Total assets
    
    
    11,661
    
    
    
    15,440
    
    
    
    23,050
    
    
    
    31,138
    
    
    
    80,775Notes payable
    
    
    
    
    
    
    
    
    
    
    7,250
    
    
    
    6,271
    
    
    
    8,352Accumulated deficit
    
    
    (30,003
    )
    
    
    (39,235
    )
    
    
    (52,703
    )
    
    
    (54,844
    )
    
    
    (83,453
    )Total stockholders equity
    
    $
    9,565
    
    
    $
    13,494
    
    
    $
    8,645
    
    
    $
    17,906
    
    
    $
    58,148
   1.
    
    During 2000, Atossa HealthCare was acquired in a transaction that was accounted for under
the purchase method. In connection with the acquisition, a charge of $2.3 million was
recognized for acquired in-process research and development.2.
    
    During 2004,we received net proceeds of $12.3 million from a private placement of
1,136,364 shares of common stock and net proceeds of $52.9 million from a public offering of
4,250,000 shares of common stock.3.
    
    Includes restricted cash of approximately $6.3 million at December 31, 2003 and $9.0 million
at December 31, 2004. - 30 -




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Statements contained herein that are not historical fact may be forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act, that are subject to a variety of risks and uncertainties. There are a number of important
factors that could cause actual results to differ materially from those projected or suggested in
any forward-looking statement made by us. These factors include, but are not limited to: (i) our
ability to obtain additional funding; (ii) our ability to attract and/or maintain manufacturing,
research, development and commercialization partners; (iii) our and/or a partners ability to
successfully complete product research and development, including pre-clinical and clinical studies
and commercialization; (iv) our and/or a partners ability to obtain required governmental
approvals, including product and patent approvals; and (v) our and/or a partners ability to
develop and commercialize products that can compete favorably with those of competitors. In
addition, significant fluctuations in annual or quarterly results may occur as a result of the
timing of milestone payments, the recognition of revenue from milestone payments and other sources
not related to product sales to third parties, and the timing of costs and expenses related to our
research and development programs. Additional factors that would cause actual results to differ
materially from those projected or suggested in any forward-looking statements are contained in our
filings with the SEC, including those factors discussed under the caption Risk Factors in this
Report which we urge investors to consider. We undertake no obligation to publicly release
revisions in such forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrences of unanticipated events or circumstances,
except as otherwise required by securities and other applicable laws. We are a pharmaceutical company focusing on development and commercialization of innovative
products based on proprietary molecular biology-based intranasal drug delivery technology for
delivering both small and large molecule drugs. Using this technology, we create or utilize novel
formulation components or excipients that can transiently manipulate or open tight junctions
between cells in various tissues and thereby allow therapeutic drugs to reach the blood stream.
Tight junctions are cell-to-cell connections in various tissues of the body, including epithelial
and endothelial layers of the intranasal mucosa, the gastrointestinal tract, and the blood brain
barrier. They function to provide barrier integrity and to regulate the transport and passage of
molecules across these natural boundaries. This technology is the foundation of our intranasal drug
delivery platform, although some of our product candidates utilize our expertise outside this area.
Generally, we seek to apply our technology to compounds that we license to, or acquire from,
collaborators or other third parties. We believe our intranasal drug delivery technology offers advantages over injectable routes
for the administration of large molecules such as peptides and proteins. These advantages may
include improved safety and clinical efficacy and increased patient compliance due to the
elimination of injection site pain and avoidance of injection site irritation. In addition, we
believe our intranasal drug delivery technology offers advantages over oral administration by
providing for faster absorption into the bloodstream, reduced side effects and improved
effectiveness by avoiding problems relating to gastrointestinal and liver metabolism. We are
utilizing our technologies to develop commercial products, initially with collaboration partners.
In select cases, we also plan to internally develop, manufacture and commercialize our products. We and our collaboration partners are developing a diverse portfolio of product candidates for
multiple therapeutic areas including obesity, osteoporosis, breakthrough cancer pain, multiple
sclerosis and erectile dysfunction. Our lead product candidate, PYY for obesity, is in Phase I
clinical trials and is being developed with our collaboration partner, Merck. Additionally, we are
developing two product candidates for the treatment of osteoporosis. PTH(1-34) is in
Phase I clinical trials, and we have filed an ANDA for our generic calcitonin-salmon intranasal
spray which we are developing with our collaboration partner Par Pharmaceutical. As of February 15,
2005, we have 41 patents issued and 161 patent applications filed to protect our proprietary
technologies. As of December 31, 2004, we had an accumulated deficit of $83.5 million and expect additional
operating losses in the foreseeable future as we continue our research and development activities.
Our development efforts and the future revenues from sales of these products are expected to
generate contract research revenues, milestone payments, license fees, royalties and manufactured
product sales for us. As of December 31, 2004, we had approximately $65.5 million in unrestricted
cash, cash equivalents and short term investments. We believe that our current cash position
provides us with adequate working capital for approximately 18-24 months, depending upon the degree
to which we exploit our various current opportunities that are in the pipeline and the success of
our collaborative arrangements. In addition, we - 31 -




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are planning to enter into various collaborations
to accelerate our R&D programs, and to the extent these collaborations do not occur, we may be
required to reduce our research and development activities or raise additional funds from new
investors or in the public markets. In June 2004, we completed the sale of 1,136,364 shares of our common stock, and warrants to
purchase up to 511,364 shares of common stock at an exercise price of $14.40 per share, pursuant to
our $30 million shelf registration statement that was declared effective by the SEC on January 14,
2004. The offering resulted in gross proceeds of approximately $12.5 million to us prior to the
deduction of fees and commissions of $229,000. The warrants vested on December 25, 2004, and are
exercisable until June 25, 2009. At December 31, 2004, the amount remaining available on this
shelf registration statement was approximately $10.1 million. In December 2004, we completed the public offering of 4,250,000 shares of our common stock at
a public offering price of $13.50 per share pursuant to our $80 million shelf registration
statement that was declared effective by the SEC on October 8, 2004. The offering resulted in
gross proceeds of approximately $57.4 million to us, prior to the deduction of fees and commissions
of $4.5 million. At December 31, 2004, the amount remaining available on this shelf registration
statement was approximately $22.6 million. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America. As such, we are required to make certain
estimates, judgments and assumptions that we believe are reasonable based upon the information
available. These estimates and assumptions affect the reported amounts of assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenue and
expenses during the periods presented. Actual results could differ significantly from those
estimates under different assumptions and conditions. We believe that the following discussion
addresses our most critical accounting estimates which are those that are most important to the
portrayal of our financial condition and results of operations and which require our most difficult
and subjective judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. We also have other policies that we consider key accounting
policies; however, these policies do not meet the definition of critical accounting estimates,
because they do not generally require us to make estimates or judgments which are difficult or
subjective. Revenue Recognition Most of our revenues are generated from research and licensing arrangements. These research
and licensing arrangements may include upfront non-refundable payments, development milestone
payments, revenue from product manufacturing, payments for research and development services
performed and product sales royalties or revenue. Our revenue recognition policies are based on
the requirements of SEC Staff Accounting Bulletin No. 104 Revenue Recognition, and, for contracts
with multiple deliverables, we allocate arrangement consideration based on the fair value of the
elements under guidance from Emerging Issues Task Force Issue 00-21 (EITF 00-21), Revenue
Arrangements with Multiple Deliverables. Under EITF 00-21, revenue arrangements with multiple
deliverables are divided into separate units of accounting such as product development and contract
manufacturing. Revenue is allocated to these units based upon relative fair values with revenue
recognition criteria considered separately for each unit. Nonrefundable upfront technology license fees, for product candidates where we are providing
continuing services related to product development, are deferred and recognized as revenue over the
development period or as we provide the services required under the agreement. The ability to
estimate total development effort and costs can vary significantly for each product candidate due
to the inherent complexities and uncertainties of drug development. If we cannot estimate the costs
to complete development, but can estimate an expected NDA filing date, we will recognize license
fee revenue ratably through the NDA filing date. If we are unable to reasonably estimate either
total costs to complete development or an expected NDA filing date (performance period), we will
defer revenue recognition until one of those estimates can be made or the project is discontinued. Milestones, in the form of additional license fees, typically represent nonrefundable payments
to be received in conjunction with the achievement of a specific event identified in the contract,
such as initiation or completion of specified clinical development activities. We believe that a
milestone represents the culmination of a distinct earnings process when it is not associated with
ongoing research, development or other performance on our part. We recognize such milestones as
revenue when they become due and collection is reasonably assured. When a milestone does not
represent the culmination of a distinct earnings process, we recognize revenue in manner similar to
that of an upfront - 32 -




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technology license fee. The timing and amount of revenue that we recognize from licenses of technology, either
from upfront fees or milestones where we are providing continuing services related to product
development, is dependent upon our estimates of filing dates
or development costs. As product candidates move through the development process, it is
necessary to revise these estimates to consider changes to the product development cycle, such as
changes in the clinical development plan, regulatory requirements, or various other factors, many
of which may be outside of our control. The impact on revenue of changes in our estimates and the
timing thereof, is recognized prospectively, over the remaining estimated product development
period. Royalty revenue is generally recognized at the time of product sale by the licensee. Revenue from research and development services performed is generally received for services
performed under collaboration agreements, and is recognized at the time the services are performed.
Payments received in excess of amounts earned are recorded as deferred revenue. Product sales revenue is recognized at the time the manufactured goods are shipped to the
purchaser and title has transferred. Stock-based compensation We apply Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to
Employees, and related interpretations in accounting for our stock-based employee compensation
plans, rather than the alternative fair value accounting method provided for under Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,(SFAS 123). In
the Notes to Consolidated Financial Statements, we provide pro-forma disclosures in accordance with
SFAS 123 and related pronouncements. Under APB 25, compensation expense is recorded on the date of
grant of an option to an employee or member of the Board only if the fair market value of the
underlying stock at the time of grant exceeds the exercise price. In the three years ended
December 31, 2002, 2003 and 2004, our stock option grants were based on the closing price of our
stock on the date of grant, with the exceptions of grants to our chief executive officer in May
2002, and an extension made in October 2002, of the expiration date of certain stock option grants
to members of the Board, as described more fully in the Notes to Consolidated Financial Statements.
In addition, we have granted options to certain outside consultants, which are required to be
measured at fair value and recognized as compensation expense in our Consolidated Statements of
Operations. We apply the Black-Scholes option-pricing model for estimating the fair value of
options, which involves a number of judgments and variables including estimates of the life of the
options and expected volatility which are subject to significant change. A change in the fair
value estimate could have a significant effect on the amount of compensation expense calculated. In June 2004, our 2004 Stock Incentive Plan was approved by our shareholders and,
subsequently, restricted stock grants have been issued to certain directors and employees. Non-cash
compensation expense is being recognized over the applicable vesting periods of one to three years
of the restricted shares. In December 2004, the Financial Accounting Standards Board (FASB) released its final revised
standard, SFAS No. 123R (SFAS 123R), Share-Based Payment. SFAS 123R requires that a public entity
measure the cost of equity based service awards based on the grant-date fair value of the award.
That cost will be recognized over the period during which an employee is required to provide
service in exchange for the award or the vesting period. A public entity will initially measure the
cost of liability based service awards based on its current fair value and the fair value of that
award will be remeasured subsequently at each reporting date through the settlement date. Changes
in fair value during the requisite service period will be recognized as compensation cost over that
period. Adoption of SFAS 123R is required for fiscal periods beginning after June 15, 2005. We are
evaluating SFAS 123R and believe it will likely result in recognition of additional non-cash
stock-based compensation expense and accordingly would increase net loss in amounts which likely
will be considered material. There will be no effect on cash, working capital or total
stockholders equity. Income Taxes A critical estimate is the full valuation allowance for deferred taxes that was recorded based
on the uncertainty that such tax benefits will be realized in future periods. To the extent we
achieve profitability such deferred tax allowance would be reversed at that time. - 33 -




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Clinical Trial Expenses Clinical trial expenses, which are included in research and development expenses, represent
obligations resulting from our contracts with various clinical research organizations in connection
with conducting clinical trials for our product
candidates. We recognize expenses for these contracted activities based on a variety of
factors, including actual and estimated labor hours, clinical site initiation activities, patient
enrollment rates, estimates of external costs and other activity-based factors. We believe that
this method best approximates the efforts expended on a clinical trial with the expenses we record.
We adjust our rate of clinical expense recognition if actual results differ from our estimates. Results of Operations Total Revenue The following table sets forth revenue information: Years Ended December 31,2002
    
    
    
    
    
    2003
    
    
    
    

    
    2004(in thousands)Revenue
    
    
    % of Total
    
    
    Revenue
    
    
    % of Total
    
    
    Revenue
    
    
    % of TotalProduct revenue, net
    
    $
    1,408
    
    
    
    16
    %
    
    $
    1,805
    
    
    
    9
    %
    
    $
    291
    
    
    
    16
    %License and research fees
    
    
    7,515
    
    
    
    84
    %
    
    
    17,635
    
    
    
    91
    %
    
    
    1,556
    
    
    
    84
    %Total
    
    $
    8,923
    
    
    
    100
    %
    
    $
    19,440
    
    
    
    100
    %
    
    $
    1,847
    
    
    
    100
    %Percentage increase
(decrease)
    
    
    
    
    
    
    
    
    
    
    118
    %
    
    
    
    
    
    
    (90
    %)
 Our total revenue was significantly lower in 2004 compared to 2003, primarily because of
license and research fees received by us and recognition of previously deferred amounts in 2003 as
a result of the divestiture agreement with Pharmacia in January 2003, pursuant to which we
reacquired all rights to the intranasal apomorphine product. The 118% increase in total revenue in
2003 compared to 2002 was driven primarily by an increase in license and research fees as a result
of the divestiture agreement with Pharmacia, and to a lesser extent from fees from services
performed for Questcor in filing the New Drug Application (NDA) for the Nascobal® spray product
totaling approximately $1.0 million. License and Research Fees The following table sets forth license and research fees: Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)License fees and research and development services fees recognized under
the collaboration and license agreement with Merck
    
    
    
    
    
    
    
    
    
    $
    1,257Revenue received under the divestiture agreement with Pharmacia:Divestiture payment
    
    
    
    
    
    $
    6,000
    
    
    
    Research funds received at time of divestiture
    
    
    
    
    
    
    7,000
    
    
    
    Revenue received under the collaboration and license agreement with Pharmacia:License fee revenue recognized
    
    $
    1,749
    
    
    
    3,251
    
    
    
    Milestone payments
    
    
    3,000
    
    
    
    
    
    
    
    Research and development services performed
    
    
    2,620
    
    
    
    11
    
    
    
    Subtotal of Pharmacia-related revenue
    
    
    7,369
    
    
    
    16,262
    
    
    
    Other license and research fees
    
    
    146
    
    
    
    1,373
    
    
    
    299Total license and research fees
    
    $
    7,515
    
    
    $
    17,635
    
    
    $
    1,556
 Our license and research fee revenue recognized in 2004 is primarily composed of amortization
over the estimated development periods of the $5.0 million license fee received from Merck in
October 2004 and of the license fee received from Par Pharmaceutical in October 2004, and fees
recognized from other collaboration and license agreements. The estimated development periods may
be revised over time based upon changes in clinical development plans, regulatory requirements or
other factors, many of which may be out of our control. A significant portion of our license and research fees in 2003 and 2002 came from revenue
received under the - 34 -




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collaboration and license agreement and the divestiture agreement with
Pharmacia, representing 84% of total revenue in 2003 and 83% of total revenue in 2002. We entered
into a collaboration and license agreement with Pharmacia in February 2002, pursuant to which
Pharmacia received exclusive worldwide rights to develop and market intranasal apomorphine product
for the treatment of male and female sexual dysfunction. Under the agreement, we received $5.0
million in 2002
which we amortized over the estimated development period. Upon termination of the
collaboration and license agreement in April 2003, we recognized all remaining deferred revenues.
Accordingly, we recognized $1.8 million in 2002 and $3.3 million in 2003 as license and research
fees. We also recognized an aggregate of $3.0 million in 2002 as license and research fees for
achieving development milestones under the collaboration and license agreement. In addition,
Pharmacia agreed to pay us for certain research and development costs for activities conducted by
us since the execution of the collaboration and license agreement, and we recognized $2.6 million
in 2002 and $11,000 in 2003 as license and research fees related to such activities. We entered into a divestiture agreement with Pharmacia in January 2003, under which we
reacquired all rights to the intranasal apomorphine products that were previously granted to
Pharmacia under a collaboration and license agreement in February 2002. Under the divestiture
agreement, Pharmacia made a cash payment of $13.5 million consisting of a $6.0 million divestiture
payment, $7.0 million research and development funds and $0.5 million for reimbursement of expenses
of the divestiture transaction. We recognized $13.0 million of such payments as license and
research fees in 2003. We did not recognize any revenue from Pharmacia during 2004. Product Revenue and Cost of Product Revenue The following table sets forth information on product revenue, cost of product revenue and
cost of product revenue as a percentage of product revenue: Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Product revenue
    
    $
    1,408
    
    
    $
    1,805
    
    
    $
    291Cost of product revenue
    
    
    289
    
    
    
    498
    
    
    
    258Cost of product revenue as a
percentage of product revenue
    
    
    21
    %
    
    
    28
    %
    
    
    89
    %
 Product revenue consists of sales of Nascobal® nasal gel and royalty revenue from sales of
Nascobal® nasal gel. From 1997 until September 30, 2002, we granted to Schwarz Pharma, Inc.
(Schwarz Pharma) exclusive rights to market Nascobal® in the U.S. while retaining worldwide
manufacturing rights. Accordingly, we recorded revenue from sales of manufactured Nascobal® nasal
gel to Schwarz Pharma and royalty revenue received from Schwarz Pharma. On September 30, 2002, we
terminated the license agreement with Schwarz Pharma and reacquired rights to Nascobal® nasal
gel. During the period from October 1, 2002 to June 17, 2003, we earned revenue from our own direct
sales of Nascobal® nasal gel to drug wholesalers using a contract sales organization and a
contract distributor. On June 17, 2003, we completed the sale of the assets relating to our
Nascobal® brand products, including the Nascobal® nasal gel, to Questcor. In connection with
the sale, we entered into a supply agreement with Questcor under which Questcor is obligated to
purchase from us all of its requirements for the Nascobal® nasal gel and, upon FDA approval, the
Nascobal® nasal spray. Since the sale, we earn product sales revenue under the supply agreement
and we expect to receive product sales revenue under this supply agreement in the future. Primarily as a result of the change described above, product revenue decreased by 84% in 2004
compared to 2003, and gross margin decreased to 11% in 2004 compared to 72% in 2003. The 72%
increase in cost of product revenue in 2003 compared to 2002 was driven, in part, by an increase in
product revenue as a result of our own direct sales of Nascobal® nasal gel from October 1, 2002
to June 17, 2003. The cost of product revenue as a percentage of product revenue increased to 28%
in 2003 from 21% in 2002, primarily due to the inclusion of $0.3 million of royalty revenue in 2002
in product revenue on which no cost of product revenue was recorded. Research and Development Research and development expense consists primarily of salaries and other personnel-related
expenses, costs of clinical trials, consulting and other outside service, laboratory supplies,
facilities costs, FDA filing fees and other costs. Research and development expense by project as a
percentage of total research and development project expense, and total research and development
expense, are as follows: - 35 -




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Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)PYY
    
    
    1
    %
    
    
    14
    %
    
    
    42
    %Calcitonin
    
    
    6
    %
    
    
    32
    %
    
    
    18
    %Tight Junctions and RNAi
    
    
    
    
    
    
    8
    %
    
    
    22
    %PTH(1-34)
    
    
    
    
    
    
    
    
    
    
    7
    %Apomorphine
    
    
    47
    %
    
    
    25
    %
    
    
    3
    %Other research and development projects(1)
    
    
    46
    %
    
    
    21
    %
    
    
    8
    %100
    %
    
    
    100
    %
    
    
    100
    %Total R&D expense
    
    $
    11,613
    
    
    $
    17,097
    
    
    $
    21,083Dollar increase
    
    
    
    
    
    
    5,484
    
    
    
    3,986Percentage increase
    
    
    
    
    
    
    47
    %
    
    
    23
    %
   (1)
    
    Other research and development projects include our oral abuse-resistant opioid, Morphine
Gluconate and other projects. The 23% increase in research and development expense in 2004 compared to 2003 resulted
primarily from the following:  
    Personnel-related expenses increased by 33% to $8.9 million compared to $6.7 million in
2003 due to an increase in personnel supporting our research and development programs.
    Costs of clinical trials, consulting, outside services and laboratory supplies increased
by 4% to $7.4 million in 2004 compared to $7.1 million in 2003 due primarily to the timing
of clinical trials performed for our PYY, calcitonin, RNAi, PTH and intranasal apomorphine
products under development.
    Research and development administrative expenses increased by 116% to $1.3 million in
2004 compared to $0.6 million in 2003 due primarily to an increase in licensing of
third-party patent technologies including patent licenses from Thiakis, Cedars-Sinai and
the University of Cincinnati.
    Facilities and equipment costs increased by 26% to $3.4 million in 2004 compared to $2.7
million in 2003 due to rent and related expenses on additional space leased at the Bothell
facility and an increase in depreciation of equipment resulting from additional capital
expenditures. The 47% increase in research and development expense in 2003 compared to 2002 resulted
primarily from the following:  
    Personnel-related expenses increased by 52% to $6.7 million in 2003 compared to $4.4
million in 2002 due to an increase in research and development activities for our products
under development and our tight junctions technology.
    Costs of clinical trials, consulting, outside services and laboratory supplies increased
by 39% to $7.1 million in 2003 compared to $5.1 million in 2002 due to clinical trials
performed for our intranasal apomorphine and PYY products under development.
    Facilities costs increased by 50% to $2.7 million in 2003 compared to $1.8 million in
2002 due to rent and related expenses of the Bothell facility, offset in part by closure of
the Adams Avenue facility in the fourth fiscal quarter of 2002.
    FDA filing fees in 2003 were approximately $0.3 million due to the filing of the NDA for
the Nascobal® nasal spray. There were no FDA filing fees in 2002. We expect a continued increase in research and development expense in the foreseeable future
as we continue to expand our research and development activities. These expenditures are subject to
uncertainties in timing and cost to completion. We test compounds in numerous preclinical studies
for safety, toxicology and efficacy. We then conduct early stage clinical trials for each drug
candidate. If we are not able to engage a collaboration partner prior to the - 36 -




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commencement of later
stage clinical trials, or if we decide to pursue a strategy of maintaining commercialization rights
to a program, we may fund these trials ourselves. As we obtain results from trials, we may elect to
discontinue or delay clinical trials for certain products in order to focus our resources on more
promising products. Completion of clinical trials by us and our collaboration partners may take
several years or more, but the length of time varies substantially according to the type,
complexity, novelty and
intended use of a drug candidate. The cost of clinical trials may vary significantly over the
life of a project as a result of differences arising during clinical development, including:  
    the number of sites included in the clinical trials;
    the length of time required to enroll suitable patient subjects;
    the number of patients that participate in the trials;
    the duration of patient follow-up that seems appropriate in view of results; and
    the number and complexity of safety and efficacy parameters monitored during the study. None of our current product candidates has received FDA or foreign regulatory marketing
approval. In order to achieve marketing approval, the FDA or foreign regulatory agencies must
conclude that our and our collaboration partners clinical data establishes the safety and efficacy
of our drug candidates. Furthermore, our strategy includes entering into collaborations with third
parties to participate in the development and commercialization of our products. In the event that
the collaboration partner has control over the development process for a product, the estimated
completion date would largely be under control of such partner. We cannot forecast with any degree
of certainty how such collaboration arrangements will affect our development plans or capital
requirements. As a result of the uncertainties discussed above, we are often unable to determine the
duration and completion costs of our research and development projects or when and to what extent
we will receive cash inflows from the commercialization and sale of a product. Sales and Marketing Sales and marketing expense consists primarily of salaries and other personnel-related
expenses, costs of using a contract sales organization and a contract distributor for Nascobal®
nasal gel, consulting, sales materials, trade shows and advertising. Total sales and marketing
expense and dollar and percentage changes are as follows: Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Total sales and marketing expense
    
    $
    1,863
    
    
    $
    2,377
    
    
    $
    1,046Dollar increase (decrease)
    
    
    
    
    
    
    514
    
    
    
    (1,331
    )Percentage increase (decrease)
    
    
    
    
    
    
    28
    %
    
    
    (56
    %)
 The 56% decrease in sales and marketing expenses in 2004 compared to 2003 resulted primarily
from reduced sales and marketing expenses following the sale of the assets relating to our
Nascobal® brand products to Questcor in June 2003. In the first six months of 2003, we incurred
costs associated with marketing programs to support our own direct sales of Nascobal® nasal gel
prior to our sale of the assets relating to our Nascobal® brand. We expect sales and marketing
costs, which includes business development staff and activities, to increase moderately in the
foreseeable future to support activities associated with partnering our other drug candidates. In October 2002, after we terminated the agreement with Schwarz Pharma and reacquired rights
to Nascobal® nasal gel, we initiated marketing programs to re-launch direct sales of Nascobal®
nasal gel. The 28% increase in sales and marketing expense in 2003 compared to 2002 was primarily
due to expenses incurred as part of this re-launch. In June 2003, we discontinued direct sales of
Nascobal® nasal gel. General and Administrative General and administrative expense consists primarily of salaries and other personnel-related
expenses to support our research and development activities, amortization of non-cash deferred
stock option and restricted stock compensation, professional fees such as accounting and legal,
corporate insurance, amortization of intangibles and facilities costs. Total general and
administrative expense and dollar and percentage changes are as follows: - 37 -




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Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Total general and administrative expense
    
    $
    8,138
    
    
    $
    5,679
    
    
    $
    7,951Dollar increase (decrease)
    
    
    
    
    
    
    (2,459
    )
    
    
    2,272Percentage increase (decrease)
    
    
    
    
    
    
    (30
    %)
    
    
    40
    %
 The 40% increase in general and administrative expenses in 2004 compared to 2003 resulted
primarily from the following:  
    Costs of legal fees, accounting fees, corporate insurance and other administrative costs
increased by 48% to $3.7 million in 2004 compared to $2.5 million in 2003. This was due
primarily to increases in legal and accounting fees, corporate insurance, non-cash stock
compensation expense related to restricted stock grants and other administrative costs. In
addition, 2003 included a $0.5 million expense reduction related to the reimbursement of
legal expenses received as part of the divestiture agreement with Pharmacia.
    Amortization of non-cash deferred stock compensation increased by 80% to approximately
$0.9 million in 2004 compared to $0.4 million in 2003, primarily due to the expensing of
restricted stock which was first issued in 2004.
    Personnel-related expenses increased by 25% to $3.0 million in 2004 compared to $2.4
million in 2003 due primarily to increased headcount related to administrative activities. The 30% decrease in general and administrative expenses in 2003 compared to 2002 resulted
primarily from the following:  
    Costs of legal fees, accounting fees, corporate insurance and other administrative costs
decreased by 43% to $2.1 million in 2003 compared to $3.7 million in 2002. In January 2003,
we entered into a divestiture agreement with Pharmacia under which we reacquired all rights
to the intranasal apomorphine product. In preparation of this transaction, we incurred
significant legal costs in 2002. In 2003, as part of the divestiture agreement, we received
and recorded a $0.5 million legal cost reimbursement from Pharmacia. Patent legal fees
decreased by $0.4 million in 2003 compared to 2002 due to the addition of an in-house
patent counsel in 2003.
    Amortization of non-cash deferred stock option compensation decreased by 64% to
approximately $0.5 million in 2003 compared to $1.4 million in 2002. We recorded
approximately $0.5 million of non-cash compensation expense in 2003 and $0.8 million in
2002 related to stock options granted to our Chief Executive Officer in connection with the
extension of his employment agreement through December 31, 2005, as well as approximately
$0.6 million of compensation expense in 2002 related to extending the expiration dates for
all options held by certain members of the Board.
    Facilities costs decreased by 33% to $0.4 million in 2003 compared to $0.6 million in
2002 primarily due to the closure of our prior headquarters facility on Long Island, NY in
the fourth quarter of 2002.
    Personnel-related expenses increased by 4% to $2.4 million in 2003 compared to $2.3
million in 2002 primarily due to increased headcount.
    Amortization of intangibles increased by 100% to $0.4 million in 2003 compared to $0.2
million in 2002 due to amortization of the Nascobal® related assets. In June 2003, we
completed the sale of the assets relating to our Nascobal® brand products to Questcor, at
which time the amortization ceased. We expect general and administrative expenses to remain stable or to increase in the
foreseeable future, depending on the growth of our research and development and other corporate
activities. Restructuring Charge In 2002, we recorded a restructuring charge of approximately $0.6 million relating to the
termination of the lease of our prior headquarters facility on Long Island, NY. The restructuring
charge was comprised of approximately $0.9 million in a write-off of leasehold improvements and
approximately $0.1 million for additional costs related to vacating - 38 -




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the facility, which was
partially offset by an elimination of approximately $0.4 million in deferred rent liability. We did
not incur restructuring charges in 2003 or 2004. Gain on Sale of Product In 2003, we recognized a gain of approximately $4.2 million on the sale of the assets related
to our Nascobal® brand products to Questcor. The gain was calculated as $14.0 million in
non-contingent proceeds, less the net book value of assets of $8.1 million, less costs and fees. At
the time of the sale, approximately $1.0 million of gain relating to the fair value of work to be
completed on the NDA filing for the Nascobal® nasal spray product was deferred and later
recognized in 2003 as license and research fee revenue. Interest Income The following table sets forth information on interest income, average funds available for
investment and average interest rate earned: Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Interest income
    
    $
    278
    
    
    $
    227
    
    
    $
    344Average funds available for investment
    
    
    14,200
    
    
    
    18,200
    
    
    
    24,100Average interest rate
    
    
    2.0
    %
    
    
    1.2
    %
    
    
    1.4
    %
 The 52% increase in interest income in 2004 compared to 2003 was primarily due to higher
average balances available for investment. The 18% decrease in interest income in 2003 compared to
2002 was due primarily to a decrease in the average interest rate earned on funds available for
investment due to a decrease in the prevailing market interest rates. Interest Expense We incur interest expense on our capital leases and notes payable. The following table sets
forth information on interest expense, average borrowings and average interest rate earned: Year Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Interest expense
    
    $
    162
    
    
    $
    393
    
    
    $
    414Average borrowings under capital
leases and notes payable
    
    
    2,400
    
    
    
    8,000
    
    
    
    10,600Average interest rate
    
    
    6.8
    %
    
    
    4.9
    %
    
    
    3.9
    %
 The 5% increase in interest expense in 2004 compared to 2003 was due to an increase in the
average borrowings partially offset by lower average interest rates. In 2004, average borrowings
under the Wells Fargo note were approximately $7.8 million, at rates averaging approximately 2.3%,
and average borrowings under the GE Capital leases were approximately $2.8 million, at rates
ranging from approximately 8.3% to 10.0%. In 2003, average borrowings under the Schwarz Pharma and
Wells Fargo notes were approximately $7.0 million, at interest rates ranging from 1.5% to 7.5%, and
average borrowings under the GE Capital leases were approximately $1.0 million, at interest rates
ranging from approximately 8.3% to 10.0%. The 143% increase in interest expense in 2003 compared to 2002 was driven primarily by a 233%
increase in the average borrowings, partially offset by a decrease in the average interest rate. In
June 2003, we paid off the note payable to Schwarz Pharma, which had an interest rate of 7.5%, in
connection with our sale of the assets relating to our Nascobal® brand products to Questcor. In
June 2003, we entered into a note payable with Wells Fargo Bank with an initial balance of $7.0
million at a rate of LIBOR plus 0.75%. The rate paid on the Wells Fargo note ranged from 1.9% to
2.0% in 2003. We also increased borrowings on our capital leases in 2003 by approximately $2.4
million at interest rates ranging from 8.3% to 8.6%. - 39 -




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Liquidity and Capital Resources Cash Requirements Our capital requirements consist primarily of the need for working capital, including funding
research and development
activities and capital expenditures for the purchase of equipment. From time to time, we may
also require capital for investments involving acquisitions and strategic relationships. We have an
accumulated deficit of approximately $83.5 million as of December 31, 2004 and expect additional
operating losses in the foreseeable future as we continue to expand our research and development
activities. In addition, we are planning to enter into various collaborations in furtherance of
our research and development programs, and we may be required to reduce our research and
development activities or raise additional funds from new investors or in the public markets. We also have contractual obligations in the form of facility leases, notes payable and capital
leases. See Liquidity and Capital Resources  Contractual Obligations. Sources and Uses of Cash We have financed our operations primarily through the sale of common stock and warrants
through private placements and in the public markets, revenues received from our collaboration
partners, equipment financing facilities and notes payable. On December 18, 2003, we filed a shelf registration statement with the SEC, which was declared
effective by the SEC on January 14, 2004, pursuant to which we may issue common stock or warrants,
up to an aggregate of $30 million. On September 30, 2004 we filed another shelf registration
statement with the SEC, which was declared effective by the SEC on October 8, 2004, pursuant to
which we may issue common stock, warrants or debt securities, up to an aggregate of $80 million.
These shelf registration statements enable us to raise capital from the offering of securities
covered by the shelf registration statements, as well as any combination thereof, from time to time
and through one or more methods of distribution, subject to market conditions and our cash needs. In June 2004, we completed the sale of 1,136,364 shares of our common stock, and warrants to
purchase up to 511,364 shares of common stock at an exercise price of $14.40 per share, pursuant to
our $30 million effective shelf registration statement. The offering resulted in gross proceeds of
approximately $12.5 million to us prior to the deduction of fees and commissions of $229,000. The
warrants vested on December 25, 2004, and are exercisable until June 25, 2009. At December 31,
2004, the amount remaining available on this shelf registration statement was approximately $10.1
million. In December 2004, we completed the public offering of 4,250,000 shares of our common stock at
a public offering price of $13.50 per share pursuant to our $80 million effective shelf
registration statement. The offering resulted in gross proceeds of approximately $57.4 million to
us, prior to the deduction of fees and commissions of $4.5 million. At December 31, 2004, the
amount remaining available on this shelf registration statement was approximately $22.6 million. Our research and development efforts and collaborative arrangements with our partners enable
us to generate contract research revenues, milestone payments, license fees, royalties and
manufactured product sales for us.  
    Under our collaborative arrangement with Merck, we received an initial cash payment of
$5 million in October 2004. The $5 million initial payment is being amortized over the
estimated development period. We are also eligible to receive milestone payments upon
achievement of specified product development goals or sales targets. If certain development
and approval milestones are achieved, we will be eligible to receive up to $131 million
from Merck. If certain sales related milestones are achieved, we will be eligible to
receive up to an additional $210 million from Merck, subject to certain other conditions.
Merck will also pay us for manufacturing-related development activities and will purchase
from us clinical supply and finished product. We will also receive royalties on product
sales based on certain sales-related thresholds.
    Under our collaborative arrangement with Par Pharmaceutical, we received an initial cash
payment which is being amortized over the estimated development period. We expect in the
future to receive additional revenue from Par Pharmaceutical in the form of milestone
payments, product transfer payments for manufactured product and a profit sharing upon
commercialization of generic calcitonin-salmon intranasal spray. - 40 -




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Total sources and uses of cash are as follows: Years Ended December 31,2002
    
    
    2003
    
    
    2004(in thousands)Cash used in operating activities
    
    $
    (6,504
    )
    
    $
    (7,686
    )
    
    $
    (19,168
    )Cash provided by (used in) investing activities
    
    
    (3,820
    )
    
    
    3,482
    
    
    
    (33,553
    )Cash provided by financing activities
    
    
    7,585
    
    
    
    5,704
    
    
    
    67,997Net increase (decrease) in cash and cash equivalents
    
    $
    (2,739
    )
    
    $
    1,500
    
    
    $
    15,276
 We used cash of $19.2 million in our operating activities in 2004, compared to $7.7 million in
2003 and $6.5 million in 2002. Cash used in operating activities relates primarily to funding net
losses and changes in deferred revenue from collaborators, accounts and other receivables, and
accrued expenses and other liabilities, partially offset by depreciation and amortization and
non-cash compensation related to restricted stock and stock options. We also recognized a gain on
sale of product of $4.2 million in 2003 from our sale of the assets relating to our Nascobal®
brand products to Questcor. We expect to use cash for operating activities in the foreseeable
future as we continue our research and development activities. Our investing activities used cash of $33.6 million in 2004, compared to providing cash of
$3.5 million in 2003 and to using cash of $3.8 million in 2002. Changes in cash from investing
activities are due primarily to purchases of short-term investments net of maturities and purchases
of property and equipment. In addition, our sale of the assets relating to our Nascobal® brand
products to Questcor resulted in a cash inflow of $14.0 million in 2003. We expect to continue to
make significant investments in our research and development infrastructure, including purchases of
property and equipment to support our research and development activities. Our financing activities provided cash of $68.0 million in 2004, compared to $5.7 million in
2003 and $7.6 million in 2002. Changes in cash from financing activities are primarily due to
issuance of common stock and warrants, issuance of notes payable, proceeds from equipment financing
facilities and exercises of stock options and warrants. We raised net proceeds of approximately
$65.2 million in 2004, $10.0 million in 2003 and $5.0 million in 2002 through public and private
placements of common shares and warrants. Liquidity We had a working capital (current assets minus current liabilities) surplus of $58.4 million
as of December 31, 2004 and $14.8 million as of December 31, 2003. As of December 31, 2004, we had
approximately $74.5 million in cash, cash-equivalents and short-term investments, including $9.0
million in restricted cash. We believe, although there can be no assurance, that our current cash
position provides us with adequate working capital for the next 18 to 24 months, depending upon the
degree to which we exploit our various current opportunities that are in the pipeline and the
success of our collaborative arrangements. This belief is based, in part, on the assumption that
we have completed and are planning to enter into various collaborations to accelerate our research
and development programs which will provide us with additional financing. To the extent these
collaborations do not proceed as planned, we may be required to reduce our research and development
activities or, if necessary and possible, raise additional capital from new investors or in the
public markets. As of February 22, 2005, we had unused credit lines of approximately $14.5 million out of
total available credit lines of approximately $15.5 million. Our credit line with Wells Fargo
expires December 31, 2005. Our loan balance of approximately $8.4 million was paid in full on
February 18, 2005. Our available lease line with GE Capital of $4.0 million expires December 31,
2005. - 41 -




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##### Table of Contents



Contractual Obligations We have contractual obligations in the form of facility leases, notes payable, capital leases
and purchase obligations. The following chart summarizes the principal payment component of our
contractual obligations at December 31, 2004: (in thousands)
    
    Total
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    ThereafterFacility leases
    
    $
    20,373
    
    
    $
    1,661
    
    
    $
    1,655
    
    
    $
    1,696
    
    
    $
    1,738
    
    
    $
    1,782
    
    
    $
    11,841Note payable
    
    
    8,352
    
    
    
    8,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital lease
obligations
    
    
    3,251
    
    
    
    1,532
    
    
    
    1,286
    
    
    
    433
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
    
    
    214
    
    
    
    214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    32,190
    
    
    $
    11,759
    
    
    $
    2,941
    
    
    $
    2,129
    
    
    $
    1,738
    
    
    $
    1,782
    
    
    $
    11,841
 The following chart summarizes interest on our contractual obligations at December 31, 2004: (in thousands)
    
    Total
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    ThereafterNote payable
    
    $
    271
    
    
    $
    271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital lease
obligations
    
    
    331
    
    
    
    221
    
    
    $
    94
    
    
    $
    16
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    602
    
    
    $
    492
    
    
    $
    94
    
    
    $
    16
    
    
    
    
    
    
    
    
    
    
    
    
 Off-Balance Sheet Arrangements As of December 31, 2004, we did not have any off-balance sheet arrangements, as defined in
Item 303(a)(4)(ii) of SEC Regulation S-K. Recent Accounting Pronouncements In November 2004, the FASB issued SFAS 151 (SFAS 151), Inventory Costs, an amendment of ARB
No. 43, Chapter 4.The standard requires that abnormal amounts of idle capacity and spoilage costs
should be excluded from the cost of inventory and expensed when incurred. The provision is
effective for fiscal periods beginning after June 15, 2005. We do not expect the adoption of this
standard to have a material effect on our consolidated financial statements. In December 2004, the FASB issued SFAS 153 (SFAS 153), Exchanges of Nonmonetary
Assets, an amendment of APBNo. 29, Accounting for Nonmonetary Transactions. SFAS 153 requires
exchanges of productive assets to be accounted for at fair value, rather than at carryover basis,
unless (1) neither the asset received nor the asset surrendered has a fair value that is
determinable within reasonable limits or (2) the transactions lack commercial substance. SFAS 153
is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not expect the adoption of this standard to have a material effect on our consolidated
financial statements. In December 2004, the FASB released its final revised standard, SFAS No. 123R (SFAS 123R),
Share-Based Payment. SFAS 123R requires that a public entity measure the cost of equity based
service awards based on the grant-date fair value of the award. That cost will be recognized over
the period during which an employee is required to provide service in exchange for the award or the
vesting period. A public entity will initially measure the cost of liability based service awards
based on its current fair value and the fair value of that award will be remeasured subsequently at
each reporting date through the settlement date. Changes in fair value during the requisite service
period will be recognized as compensation cost over that period. Adoption of SFAS 123R is required
for fiscal periods beginning after June 15, 2005. We are evaluating SFAS 123R and believe it will
likely result in recognition of additional non-cash stock-based compensation expense and,
accordingly, would increase net loss in amounts which likely will be considered material. - 42 -




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our exposure to market rate risk for changes in interest rates relates primarily to our
investment of cash in excess of near term requirements. We have a prescribed methodology whereby
we invest our excess cash in debt instruments of U.S. government agencies and high quality
corporate issuers (Standard & Poors double AA rating and higher). To mitigate market risk,
securities have a maturity date within 18 months, no category of issue can exceed 50% of the
portfolio, and holdings of any one issuer excluding the U.S. government do not exceed 20% of the
portfolio. Periodically, the portfolio is reviewed and adjusted if the credit rating of a security
held has deteriorated. We do not utilize derivative financial instruments. Our revolving line of credit note with Wells Fargo Bank requires monthly payments of interest,
which is payable at 1.5% below prime, if not fixed for one, two or three months at 0.75% above
LIBOR. At December 31, 2004, the interest rate was fixed for a 90-day term at 3.25%. On February
18, 2005, the note payable was paid in full. The entire note balance, if any, is due and payable
December 31, 2005. Capital lease obligations bear interest at fixed rates ranging from 8.3% to
10.0%. The table below outlines the minimum cash outflows for payments on the note payable and
capital lease obligations (in thousands) as described in further detail in the Notes to
Consolidated Financial Statements. 2005
    
    
    2006
    
    
    2007
    
    
    Thereafter
    
    
    Total
    
    
    Fair ValueNote payable - principal
    
    $
    8,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,352
    
    
    $
    8,352Note payable - interest
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271
    
    
    
    271Capital lease
obligations - principal
    
    
    1,532
    
    
    $
    1,286
    
    
    $
    433
    
    
    
    
    
    
    
    3,251
    
    
    
    3,239Capital lease
obligations - interest
    
    
    221
    
    
    
    94
    
    
    
    16
    
    
    
    
    
    
    
    331
    
    
    
    356Total
    
    $
    10,376
    
    
    $
    1,380
    
    
    $
    449
    
    
    
    
    
    
    $
    12,205
    
    
    $
    12,218
 - 43 -




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    45-46FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAConsolidated Balance Sheets at December 31, 2003 and 2004
    
    
    47Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004
    
    
    48Consolidated Statements of Stockholders Equity for the years ended December 31, 2002, 2003 and 2004
    
    
    49Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004
    
    
    50Notes to Consolidated Financial Statements
    
    
    51-65
 - 44 -




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##### Table of Contents



Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Nastech Pharmaceutical Company Inc.: We
have audited the accompanying consolidated balance sheets of Nastech
Pharmaceutical Company Inc. (the "Company")
and subsidiary as of December 31, 2004 and 2003, and the related consolidated statements of
operations, stockholders equity and comprehensive loss, and cash flows for each of the years in
the three-year period ended December 31, 2004. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Nastech Pharmaceutical Company Inc. and subsidiary as
of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles. We
also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Nastech Pharmaceutical
Company Inc. and subsidiarys
internal control over financial reporting as of December 31, 2004, based on criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated February 18, 2005 expressed an
unqualified opinion on managements assessment of, and the effective operation of,
internal control over financial reporting. /s/ KPMG LLP Seattle, WA
February 18, 2005 - 45 -




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Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders
Nastech Pharmaceutical Company Inc.: We have audited managements assessment, included in the accompanying Management Report on Internal
Control,that Nastech Pharmaceutical Company Inc. and
subsidiary (the "Company") maintained effective
internal control over financial reporting as of December 31, 2004, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of the Companys internal control over financial
reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that the Company maintained effective internal control over
financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on
criteria established in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commissions (COSO).Also, in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Nastech Pharmaceutical Company Inc. and
subsidiary as of December 31, 2004 and 2003, and the related consolidated statements of operations,
stockholders equity and comprehensive loss, and cash flows for each of the years in the three-year
period ended December 31, 2004, and our report dated
February 18, 2005 expressed an unqualified
opinion on those consolidated financial statements. /s/ KPMG LLP Seattle, WA
February 18, 2005 - 46 -




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##### Table of Contents



NASTECH PHARMACEUTICAL COMPANY INC. AND SUBSIDIARY 
 CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
 December 31,
    
    
    December 31,2003
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,521
    
    
    $
    25,797Restricted cash
    
    
    6,271
    
    
    
    9,000Short term investments
    
    
    8,289
    
    
    
    39,677Accounts receivable, net
    
    
    89
    
    
    
    Inventories
    
    
    180
    
    
    
    57Prepaid expenses and other current assets
    
    
    484
    
    
    
    674Total current assets
    
    
    25,834
    
    
    
    75,205Property and equipment, net
    
    
    4,474
    
    
    
    5,160Security deposits and other assets
    
    
    830
    
    
    
    410Total assets
    
    $
    31,138
    
    
    $
    80,775LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,390
    
    
    $
    1,652Accrued expenses and other liabilities
    
    
    1,510
    
    
    
    2,533Notes payable
    
    
    6,271
    
    
    
    8,352Capital lease obligations - current portion
    
    
    897
    
    
    
    1,532Deferred revenue - current portion
    
    
    
    
    
    
    2,774Total current liabilities
    
    
    11,068
    
    
    
    16,843Capital lease obligations, net of current portion
    
    
    1,569
    
    
    
    1,719Deferred revenue, net of current portion
    
    
    
    
    
    
    3,483Other liabilities
    
    
    595
    
    
    
    582Total liabilities
    
    
    13,232
    
    
    
    22,627Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value; 100,000 authorized: no shares issued and
outstanding
    
    
    
    
    
    
    Common stock, $0.006 par value; 25,000,000 authorized: 11,849,128 and
17,895,976 shares outstanding at December 31, 2003 and 2004, respectively
    
    
    71
    
    
    
    107Additional paid-in capital
    
    
    73,428
    
    
    
    142,853Deferred compensation
    
    
    (749
    )
    
    
    (1,358
    )Accumulated deficit
    
    
    (54,844
    )
    
    
    (83,453
    )Accumulated other comprehensive loss
    
    
    
    
    
    
    (1
    )Total stockholders equity
    
    
    17,906
    
    
    
    58,148Total liabilities and stockholders equity
    
    $
    31,138
    
    
    $
    80,775
 See accompanying notes to consolidated financial statements. - 47 -




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##### Table of Contents



NASTECH PHARMACEUTICAL COMPANY INC. AND SUBSIDIARY 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
 Years Ended December 31,2002
    
    
    2003
    
    
    2004Revenue:Product revenue, net
    
    $
    1,408
    
    
    $
    1,805
    
    
    $
    291License and research fees
    
    
    7,515
    
    
    
    17,635
    
    
    
    1,556Total revenue
    
    
    8,923
    
    
    
    19,440
    
    
    
    1,847Operating expense:Cost of product revenue
    
    
    289
    
    
    
    498
    
    
    
    258Research and development
    
    
    11,613
    
    
    
    17,097
    
    
    
    21,083Sales and marketing
    
    
    1,863
    
    
    
    2,377
    
    
    
    1,046General and administrative
    
    
    8,138
    
    
    
    5,679
    
    
    
    7,951Royalties
    
    
    9
    
    
    
    
    
    
    
    Restructuring charge
    
    
    595
    
    
    
    
    
    
    
    Total operating expenses
    
    
    22,507
    
    
    
    25,651
    
    
    
    30,338Loss from operations
    
    
    (13,584
    )
    
    
    (6,211
    )
    
    
    (28,491
    )Gain on sale of product
    
    
    
    
    
    
    4,236
    
    
    
    Interest income
    
    
    278
    
    
    
    227
    
    
    
    344Interest and other expense
    
    
    (162
    )
    
    
    (393
    )
    
    
    (462
    )Net loss
    
    $
    (13,468
    )
    
    $
    (2,141
    )
    
    $
    (28,609
    )Net loss per common share  basic and diluted
    
    $
    (1.34
    )
    
    $
    (0.20
    )
    
    $
    (2.21
    )Shares used in computing net loss per share - basic and diluted
    
    
    10,028
    
    
    
    10,751
    
    
    
    12,955
 See accompanying notes to consolidated financial statements. - 48 -




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##### Table of Contents



NASTECH PHARMACEUTICAL COMPANY INC. AND SUBSIDIARY 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS
For the Years Ended December 31, 2002, 2003 and 2004
(In Thousands, Except Share Data)
 Common StockAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalPaid-in
    
    
    Deferred
    
    
    
    
    
    
    Comprehensive
    
    
    
    
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Accumulated Deficit
    
    
    Loss
    
    
    Treasury Stock
    
    
    EquityBalance December 31, 2001
    
    
    9,555,519
    
    
    $
    57
    
    
    $
    52,732
    
    
    $
    
    
    
    $
    (39,235
    )
    
    $
    
    
    
    $
    (60
    )
    
    $
    13,494Proceeds from the issuance
of common shares in
connection with private
placements, net
    
    
    250,000
    
    
    
    2
    
    
    
    4,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Proceeds from the exercise
of options and warrants
    
    
    388,187
    
    
    
    2
    
    
    
    2,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    2,234Compensation related to
stock options
    
    
    
    
    
    
    
    
    
    
    2,604
    
    
    
    (1,219
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,385Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,468
    )
    
    
    
    
    
    
    
    
    
    
    (13,468
    )Balance December 31, 2002
    
    
    10,193,706
    
    
    
    61
    
    
    
    62,506
    
    
    
    (1,219
    )
    
    
    (52,703
    )
    
    
    
    
    
    
    
    
    
    
    8,645Proceeds from the issuance
of common shares and
warrants in connection with
private placement, net
    
    
    1,513,069
    
    
    
    9
    
    
    
    9,954
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,963Proceeds from the exercise
of options
    
    
    142,353
    
    
    
    1
    
    
    
    911
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    912Compensation related to
stock options
    
    
    
    
    
    
    
    
    
    
    57
    
    
    
    470
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,141
    )
    
    
    
    
    
    
    
    
    
    
    (2,141
    )Balance December 31, 2003
    
    
    11,849,128
    
    
    
    71
    
    
    
    73,428
    
    
    
    (749
    )
    
    
    (54,844
    )
    
    
    
    
    
    
    
    
    
    
    17,906Proceeds from the issuance
of common shares and
warrants, net
    
    
    5,386,364
    
    
    
    32
    
    
    
    65,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,176Proceeds from the exercise
of options and warrants
    
    
    514,864
    
    
    
    4
    
    
    
    2,680
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,684Compensation related to
restricted stock
    
    
    145,620
    
    
    
    
    
    
    
    1,569
    
    
    
    (1,081
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    488Compensation related to
stock options
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    472
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    504Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,609
    )
    
    
    
    
    
    
    
    
    
    
    (28,609
    )Unrealized loss on
securities available for
sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (28,610
    )Balance December 31, 2004
    
    
    17,895,976
    
    
    $
    107
    
    
    $
    142,853
    
    
    $
    (1,358
    )
    
    $
    (83,453
    )
    
    $
    (1
    )
    
    
    
    
    
    $
    58,148
 See accompanying notes to consolidated financial statements. - 49 -




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##### Table of Contents



NASTECH PHARMACEUTICAL COMPANY INC. AND SUBSIDIARY 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 Years Ended December 31,2002
    
    
    2003
    
    
    2004Operating activities:Net loss
    
    $
    (13,468
    )
    
    $
    (2,141
    )
    
    $
    (28,609
    )Adjustments to reconcile net loss to net cash used in
operating activities:Gain on sale of product
    
    
    
    
    
    
    (4,236
    )
    
    
    Non-cash compensation related to stock options
    
    
    1,385
    
    
    
    527
    
    
    
    504Non-cash compensation related to restricted stock
    
    
    
    
    
    
    
    
    
    
    488Depreciation and amortization of property and equipment
    
    
    1,186
    
    
    
    1,016
    
    
    
    1,443Amortization of intangible asset
    
    
    216
    
    
    
    398
    
    
    
    Loss on retirement of property and equipment
    
    
    
    
    
    
    
    
    
    
    35Restructuring charge
    
    
    595
    
    
    
    
    
    
    
    Changes in assets and liabilities (net of assets sold in 2003):Accounts and other receivables
    
    
    (543
    )
    
    
    752
    
    
    
    104Inventories
    
    
    (253
    )
    
    
    102
    
    
    
    123Prepaid expenses and other current assets
    
    
    (756
    )
    
    
    (216
    )
    
    
    215Accounts payable
    
    
    706
    
    
    
    1,121
    
    
    
    (738
    )Deferred revenue
    
    
    3,250
    
    
    
    (3,250
    )
    
    
    6,257Accrued expenses and other liabilities
    
    
    1,178
    
    
    
    (1,759
    )
    
    
    1,010Net cash used in operating activities
    
    
    (6,504
    )
    
    
    (7,686
    )
    
    
    (19,168
    )Investing activities:Proceeds from sale of product
    
    
    
    
    
    
    14,000
    
    
    
    Purchases of investments
    
    
    
    
    
    
    (13,689
    )
    
    
    (46,589
    )Maturities of investments
    
    
    
    
    
    
    5,400
    
    
    
    15,200Purchase of license agreement
    
    
    (1,457
    )
    
    
    
    
    
    
    Property and equipment acquisitions
    
    
    (2,363
    )
    
    
    (2,229
    )
    
    
    (2,164
    )Net cash provided by (used in) investing activities
    
    
    (3,820
    )
    
    
    3,482
    
    
    
    (33,553
    )Financing activities:Sales of common shares and warrants, net
    
    
    5,000
    
    
    
    9,963
    
    
    
    65,176Restricted cash
    
    
    
    
    
    
    (6,271
    )
    
    
    (2,729
    )Payments on notes payable
    
    
    
    
    
    
    (7,979
    )
    
    
    (146
    )Proceeds from notes payable
    
    
    
    
    
    
    7,000
    
    
    
    2,227Borrowings under capital lease obligations
    
    
    401
    
    
    
    2,443
    
    
    
    1,885Payments on capital lease obligations
    
    
    (50
    )
    
    
    (364
    )
    
    
    (1,100
    )Exercise of stock options and warrants
    
    
    2,234
    
    
    
    912
    
    
    
    2,684Net cash provided by financing activities
    
    
    7,585
    
    
    
    5,704
    
    
    
    67,997Net increase (decrease) in cash and cash equivalents
    
    
    (2,739
    )
    
    
    1,500
    
    
    
    15,276Cash and cash equivalents - beginning of year
    
    
    11,760
    
    
    
    9,021
    
    
    
    10,521Cash and cash equivalents - end of year
    
    $
    9,021
    
    
    $
    10,521
    
    
    $
    25,797Supplemental disclosures:Cash paid for interest
    
    $
    26
    
    
    $
    518
    
    
    $
    414Non-cash investing and financing activities:Purchase of license agreement financed by note payable
    
    $
    7,250
    
    
    
    
    
    
    
    Net assets sold in connection with sale of product
    
    
    
    
    
    $
    6,534
    
    
    
    
 See accompanying notes to consolidated financial statements. - 50 -




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##### Table of Contents



NASTECH PHARMACEUTICAL COMPANY INC. AND SUBSIDIARY 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Business and Basis of Presentation Business Nastech Pharmaceutical Company Inc. (Nastech, or the Company) is a pharmaceutical company
focusing on development and commercialization of innovative products based on proprietary molecular
biology-based intranasal drug delivery technology for delivering both small and large molecule
drugs. Using this technology, the Company creates or utilizes novel formulation components or
excipients that can transiently manipulate or open tight junctions between cells in various
tissues and thereby allow therapeutic drugs to reach the blood stream. Tight junctions are
cell-to-cell connections in various tissues of the body, including epithelial and endothelial
layers of the intranasal mucosa, the gastrointestinal tract, and the blood brain barrier. They
function to provide barrier integrity and to regulate the transport and passage of molecules across
these natural boundaries. This technology is the foundation of the Companys intranasal drug
delivery platform, although some of the Companys product candidates utilize this expertise outside
this area. Generally, the Company seeks to apply its technology to compounds that the Company
licenses to, or acquires from, collaborators or other third parties. The Company believes its intranasal drug delivery technology offers advantages over injectable
routes for the administration of large molecules such as peptides and proteins. These advantages
may include improved safety and clinical efficacy and increased patient compliance due to the
elimination of injection site pain and avoidance of injection site irritation. In addition, the
Company believes its intranasal drug delivery technology offers advantages over oral administration
by providing for faster absorption into the bloodstream, reduced side effects and improved
effectiveness by avoiding problems relating to gastrointestinal and liver metabolism. The Company
is utilizing its technologies to develop commercial products, initially with collaboration
partners. In select cases, the Company also plans to internally develop, manufacture and
commercialize its products. The Company and its collaboration partners are developing a diverse portfolio of product
candidates for multiple therapeutic areas including obesity, osteoporosis, breakthrough cancer
pain, multiple sclerosis and erectile dysfunction. The Companys lead product candidate, Peptide
YY3-36 (PYY) for obesity, is in Phase I clinical trials and is being developed with
its collaboration partner, Merck & Co. Inc. (Merck). Additionally, the Company is developing two
product candidates for the treatment of osteoporosis. Parathyroid Hormone (PTH(1-34))
is in Phase I clinical trials, and the Company has filed an abbreviated new drug application
(ANDA) for its generic calcitonin-salmon intranasal spray which the Company is developing with
its collaboration partner Par Pharmaceutical Inc. (Par Pharmaceutical). As of February 15, 2005,
the Company has 41 patents issued and 161 patent applications filed to protect its proprietary
technologies. As of December 31, 2004, the Company has an accumulated deficit of approximately $83.5 million
and expects additional operating losses in the foreseeable future as it continues its research and
development activities. The Company has funded its operating losses primarily through the sale of
common stock in the public markets and private placements and also through revenues provided by its
collaborative partners. During 2004, the Company received net proceeds of approximately $65
million pursuant to two shelf registration statements, and at December 31, 2004 approximately $33
million remains available on these shelf registration statements. At December 31, 2004, the
Company has cash, cash equivalents and short-term investments of approximately $74.5 million,
including $9.0 million in restricted cash. The Company faces certain risks and uncertainties regarding its ability to generate positive
operating cash flow and profits. These risks include, but are not limited to, its ability to
obtain additional capital, protect its patents and property rights, overcome uncertainties
regarding its technologies, competition and technological change, obtain government approval for
products and attract and retain key officers and employees. - 51 -




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##### Table of Contents



Note 2  Summary of Significant Accounting Policies and Related Matters Principles of Consolidation-The financial statements include the accounts of Nastech
Pharmaceutical Company Inc. and its wholly-owned subsidiary, Atossa HealthCare, Inc. (Atossa).
All inter-company balances and transactions have been
eliminated in consolidation. The Company operates in one segment and utilizes a platform of drug
discovery technologies and development capabilities to discover and develop nasally administered
formulations of prescription pharmaceuticals. Use of Estimates-The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Companys management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements, and
reported amounts of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. Cash Equivalents-Cash equivalents consist of cash, money market funds and investments in U.S.
Government and Agency Securities and highly-rated investment grade commercial paper with maturities
of 3 months or less at date of purchase. Restricted CashAmounts pledged as collateral for notes payable are classified as restricted
cash. Short term Investments-Investments in marketable securities consist of debt instruments of U.S.
government agencies and high quality corporate issuers (Standard & Poors double AA rating and
higher), have been categorized as available for sale and are stated at fair value. Unrealized
holding gains and losses on available-for-sale securities are excluded from earnings and are
reported as a separate component of other comprehensive income until realized. Realized gains and
losses from the sale of available-for-sale securities are determined on a specific-identification
basis. A decline in the market value of any available-for-sale security that is deemed
to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment
is charged to earnings and a new cost basis for the security is established. To determine whether
an impairment is other-than-temporary, the Company considers whether it has the ability and intent
to hold the investment until a market price recovery and considers whether evidence indicating the
cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in
this assessment includes the reasons for the impairment, the severity and duration of the
impairment, changes in value subsequent to year-end and forecasted performance of the investee.
Premiums and discounts are amortized or accreted over the life of the related available-for-sale
security as an adjustment to yield using the effective-interest method. Dividend and interest
income are recognized when earned. Inventories-Inventories are stated at the lower of cost (first-in, first-out basis) or market and
consist of raw materials. Intangible Assets and Goodwill-Intangible assets consisted of costs associated with the purchase
of a license agreement related to the Nascobal® product. Such costs were being amortized over a
ten-year period from the date of acquisition using the straight-line method at $864,000 per year.
In June 2003, the Company completed the sale of certain assets relating to the Nascobal® brand
products to Questcor Pharmaceuticals, Inc. (Questcor), at which time the intangible asset was
sold. Amortization expense recorded in 2002, 2003 and 2004 was $216,000, $398,000 and zero,
respectively. Goodwill represents the cost in excess of the net assets resulting from the Companys acquisition
in 2000 of Atossa. Until December 31, 2001, goodwill was amortized on a straight-line basis over a
three-year period. In accordance with SFAS 142, Goodwill and Other Intangible Assets(SFAS 142)
this amortization ceased after December 31, 2001. The total goodwill resulting from the Atossa

acquisition was $171,000, and accumulated amortization at December 31, 2001 was $81,000. Goodwill
is evaluated for possible impairment at least annually, most recently at December 31, 2004, and
whenever significant events or changes in circumstances, including changes in the Companys
business strategy and plans, indicate that an impairment may have occurred. Amortization expense
recorded in 2000 and 2001 was $24,000 and $57,000, respectively. As a result of the Companys research and development programs (R&D), the Company has applied for
a number of patents in the United States and abroad. Such patent rights are of significant
importance to the Company to protect products and processes developed. Costs incurred in
connection with patent applications for the Companys R&D program have been expensed as general and
administrative expenses as incurred. - 52 -




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Property and Equipment-Property and equipment are stated at cost and depreciated using
straight-line methods over estimated useful lives ranging from three to ten years. Leasehold
improvements are stated at cost and amortized using the straight-line method over the lesser of the
estimated useful life or the remaining lease term. When assets are sold or retired, the cost and
related accumulated depreciation are removed from the accounts and any resulting gain or loss is
recognized. Expenditures for maintenance and repairs are charged to expense as incurred. Impairment of long-lived assets-Long-lived assets, including property and equipment,
are evaluated for
possible impairment whenever significant events or changes in circumstances, including changes in
the Companys business strategy and plans, indicate that an impairment may have occurred. The
company evaluates the carrying value of the asset by comparing the estimated future undiscounted
net cash flows to its carrying value. If the net carrying value exceeds the future undiscounted net
cash flows, impairment losses are determined from actual or estimated fair values, which are based
on market values, net realizable values or projections of discounted net cash flows, as
appropriate. Revenue Recognition- Most of the Companys revenues are generated from research and licensing
arrangements. These research and licensing arrangements may include upfront non-refundable
payments, development milestone payments, revenue from product manufacturing, payments for research
and development services performed and product sales royalties or revenue. The Companys revenue
recognition policies are based on the requirements of Securities and Exchange Commission (SEC)
Staff Accounting Bulletin No. 104 Revenue Recognition, and, for contracts with multiple
deliverables, the Company determines the appropriateness of separate
units of accounting and allocates arrangement consideration based on the fair value of the
elements under guidance from Emerging Issues Task Force Issue 00-21 (EITF 00-21), Revenue
Arrangements with Multiple Deliverables. Under EITF 00-21, revenue arrangements with multiple
deliverables are divided into separate units of accounting such as product development and contract
manufacturing. Revenue is allocated to these units based upon relative fair values with revenue
recognition criteria considered separately for each unit. Nonrefundable upfront technology license fees, for product candidates where we are providing
continuing services related to product development, are deferred and recognized as revenue over the
development period or as the Company provides the services required under the agreement. The
ability to estimate total development effort and costs can vary significantly for each product
candidate due to the inherent complexities and uncertainties of drug development. Milestones, in the form of additional license fees, typically represent nonrefundable payments to
be received in conjunction with the achievement of a specific event identified in the contract,
such as initiation or completion of specified clinical development activities. The Company believes
that a milestone represents the culmination of a distinct earnings process when it is not
associated with ongoing research, development or other performance on the Companys part. The
Company recognizes such milestones as revenue when they become due and collection is reasonably
assured. When a milestone does not represent the culmination of a distinct earnings process,
revenue is recognized in manner similar to that of an upfront technology license fee. The timing and amount of revenue that the Company recognizes from licenses of technology,
either from upfront fees or milestones where the Company is providing continuing services related
to product development, is dependent upon on the Companys estimates of filing dates or development
costs. As product candidates move through the development process, it is necessary to revise these
estimates to consider changes to the product development cycle, such as changes in the clinical
development plan, regulatory requirements, or various other factors, many of which may be outside
of the Companys control. The impact on revenue of changes in the Companys estimates and the
timing thereof, is recognized prospectively, over the remaining estimated product development
period. Royalty revenue is generally recognized at the time of product sale by the licensee. Revenue from research and development services performed is generally received for services
performed under collaboration agreements, and is recognized at the time the services are performed.
Payments received in excess of amounts earned are recorded as deferred revenue. Product sales revenue is recognized at the time the manufactured goods are shipped to the purchaser
and title has transferred. - 53 -




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##### Table of Contents



For the year ended December 31, 2002, a substantial portion of revenue was derived from
upfront fees, milestone payments and revenue from R&D services performed for Pharmacia & Upjohn
Company (Pharmacia) and from direct sales of Nascobal® nasal gel. For the year ended December
31, 2003, a substantial portion of revenue was derived from revenue recognized as a result of
payments received by the Company as a result of the divesture agreement entered into with
Pharmacia. For the year ended December 31, 2004, revenue was primarily derived from amortization
of license fees received from Merck and Par Pharmaceutical, research and development services
performed for Merck and other collaboration partners and Nascobal® nasal gel sales to Questcor. Net Loss per Common Share-Basic and diluted net loss per common share is computed by dividing the
net loss by the weighted average number of common shares outstanding during the period. Basic loss
per share excludes the effect of unvested restricted shares in 2004 of 145,620 shares. Diluted
loss per share excludes the effect of common stock equivalents (stock options, unvested restricted
stock and warrants) since such inclusion in the computation would be anti-dilutive. Such excluded
stock options, restricted stock and warrants amounted to 3,432,752 shares in 2002, 4,109,302 shares
in 2003 and 4,390,944 shares in 2004. Income Taxes-Income taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. Stock-Based Compensation-The Company accounts for stock-based compensation using the intrinsic
value method in accordance with APB No. 25, Accounting for Stock Issued to Employees(APB 25).
Under APB 25, when stock options are issued with an exercise price equal to the market price of the
underlying stock price on the date of grant, no compensation expense is recognized. The Company
continues to follow the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation(SFAS 123), which requires the disclosure of pro forma net income and earnings per
share as if the Company had applied the fair value recognition provisions of SFAS 123. The per share weighted average fair value of stock options granted during the fiscal years ended
December 31, 2002, 2003 and 2004 was $9.53, $6.02 and $7.75, respectively, on the date of grant
using the Black Scholes option-pricing model with the following assumptions: Years Ended December 31,2002
    
    
    2003
    
    
    2004Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Risk free interest rate
    
    
    3.8
    %
    
    
    3.0
    %
    
    
    3.4
    %Expected stock volatility
    
    
    96
    %
    
    
    89
    %
    
    
    78
    %Expected option life
    
    5 years
    
    5 years
    
    5 years
 Had the Company determined compensation cost based on the fair value at the grant date for its
stock options under SFAS No. 123, its net loss would have been reported as the pro forma amounts
indicated below: Years Ended December 31,(in thousands, except per share amounts)2002
    
    
    2003
    
    
    2004Net loss, as reported
    
    $
    (13,468
    )
    
    $
    (2,141
    )
    
    $
    (28,609
    )Add: stock-based employee
compensation included in the
reported net loss
    
    
    1,385
    
    
    
    527
    
    
    
    992Deduct: stock-based employee
compensation, determined under
fair value based methods
    
    
    (6,965
    )
    
    
    (5,537
    )
    
    
    (5,585
    )Pro forma net loss
    
    $
    (19,048
    )
    
    $
    (7,151
    )
    
    $
    (33,202
    )Loss per share:Basic and diluted  as reported
    
    $
    (1.34
    )
    
    $
    (0.20
    )
    
    $
    (2.21
    )Basic and diluted  pro forma
    
    $
    (1.90
    )
    
    $
    (0.67
    )
    
    $
    (2.56
    )
 - 54 -




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##### Table of Contents



Research and Development Costs-All R&D costs are charged to operations as incurred. The
Companys R&D expenses consist of costs incurred for internal and external research and
development. These costs include direct and research-related overhead expenses. Shipping and Handling CostsCosts of shipping and handling for delivery of the Companys products
that are reimbursed by its customers are recorded as revenue in the statement of operations.
Shipping and handling costs are charged to cost of goods sold as incurred. Advertising CostsAdvertising costs are expensed as incurred and are included in sales and
marketing expense. For the years ended December 31, 2002, 2003 and 2004, total advertising expense
was approximately $282,000, $11,000 and $9,000, respectively. Other Comprehensive Income or LossIn the year ended December 31, 2004, the only component of
other comprehensive loss was unrealized losses on securities in the amount of $1,000. There were
no components of other comprehensive income (loss) in the years ended December 31, 2002 and
December 31, 2003. Fair Value of Financial Instruments-The Company considers the fair value of all financial
instruments to not be materially different from their carrying value at year-end as all financial
instruments have short-term maturities. Reclassifications-Certain reclassifications have been made to prior years financial statements
to conform with current year presentations. Such reclassifications had no effect on stockholders
equity or net loss. Recent Accounting Pronouncements-In November 2004, the FASB issued SFAS 151 (SFAS 151),
Inventory Costs, an amendment of ARB No. 43, Chapter 4.The standard requires that abnormal amounts
of idle capacity and spoilage costs should be excluded from the cost of inventory and expensed when
incurred. The provision is effective for fiscal periods beginning after June 15, 2005. The Company
does not expect the adoption of this standard to have a material effect on the Companys
consolidated financial statements. In December 2004, the FASB issued SFAS 153 (SFAS 153), Exchanges of Nonmonetary Assets,
an amendment of APBNo. 29, Accounting for Nonmonetary Transactions. SFAS 153 requires exchanges of
productive assets to be accounted for at fair value, rather than at carryover basis, unless (1)
neither the asset received nor the asset surrendered has a fair value that is determinable within
reasonable limits or (2) the transactions lack commercial substance. SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect the adoption of this standard to have a material effect on the Companys
consolidated financial statements. In December 2004, the FASB released its revised standard, SFAS No. 123R (SFAS 123R),
Share-Based Payment. SFAS 123R requires that a public entity measure the cost of equity based
service awards based on the grant-date fair value of the award. That cost will be recognized over
the period during which an employee is required to provide service in exchange for the award or the
vesting period. A public entity will initially measure the cost of liability based service awards
based on its current fair value and the fair value of that award will be remeasured subsequently at
each reporting date through the settlement date. Changes in fair value during the requisite service
period will be recognized as compensation cost over that period. Adoption of SFAS 123R is required
for fiscal periods beginning after June 15, 2005. The Company is evaluating SFAS 123R and believes
it will likely result in recognition of additional non-cash stock-based compensation expense and
accordingly would increase net loss in amounts which likely will be considered material. Note 3  Short-term investments Short-term investments consisted of the following (in thousands): Gross
    
    
    Gross
    
    
    Estimated FairDecember 31, 2003
    
    Amortized cost
    
    
    unrealized gain
    
    
    unrealized loss
    
    
    ValueType of security:Commercial Paper
and Money Market
    
    $
    1,016
    
    
    
    
    
    
    $
    (1
    )
    
    $
    1,015US Government
and Agency
Securities
    
    
    7,273
    
    
    $
    1
    
    
    
    
    
    
    
    7,274Total
    
    $
    8,289
    
    
    $
    1
    
    
    $
    (1
    )
    
    $
    8,289
 - 55 -




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##### Table of Contents



Gross
    
    
    Gross
    
    
    Estimated FairDecember 31, 2004
    
    Amortized cost
    
    
    unrealized gain
    
    
    unrealized loss
    
    
    ValueType of security:Commercial Paper
and Money Market
    
    $
    997
    
    
    
    
    
    
    
    
    
    
    $
    997US Government and
Agency Securities
    
    
    4,633
    
    
    
    
    
    
    $
    (1
    )
    
    
    4,632Auction Rate Notes
    
    
    34,048
    
    
    
    
    
    
    
    
    
    
    
    34,048Total
    
    $
    39,678
    
    
    
    
    
    
    $
    (1
    )
    
    $
    39,677
 The Company has concluded that unrealized losses are temporary due to the ability of the Company to
realize the full value of its investments at maturity. Such unrealized losses have existed for
less than 12 months. Note 4  Property and Equipment Property and equipment at December 31, 2003 and 2004 are comprised of (in thousands): 2003
    
    
    2004Furniture and fixtures
    
    $
    619
    
    
    $
    564Machinery and equipment
    
    
    4,614
    
    
    
    4,822Computer equipment
    
    
    1,295
    
    
    
    1,523Leasehold improvements
    
    
    1,763
    
    
    
    1,8718,291
    
    
    
    8,780Less accumulated depreciation and
amortization
    
    
    3,817
    
    
    
    3,620Net property and equipment
    
    $
    4,474
    
    
    $
    5,160
 Assets under capital lease, primarily equipment, totaled $2.8 million and $4.7 million at
December 31, 2003 and 2004, respectively, and accumulated amortization of capital leases totaled
$0.5 million and $1.3 million at December 31, 2003 and 2004, respectively. Note 5  Accrued Expenses Accrued expenses at December 31, 2003 and 2004 are comprised of (in thousands): 2003
    
    
    2004Accrued payroll and employee benefits
    
    $
    1,060
    
    
    $
    1,469Allowance for sales returns
    
    
    165
    
    
    
    138Interest payable
    
    
    12
    
    
    
    24Audit and tax services
    
    
    66
    
    
    
    89Legal fees
    
    
    27
    
    
    
    20Other accrued expenses
    
    
    180
    
    
    
    793$
    1,510
    
    
    $
    2,533
 Note 6  Employee Benefit Plan The Company has a 401(k) plan for those employees who meet eligibility requirements. Eligible
employees may contribute up to 100% of their eligible compensation, subject to IRS limitations.
Company contributions to the plans are discretionary as determined by the Companys Board of
Directors (the Board). Effective January 1, 2004, the Company implemented a matching program to
match employee contributions of up to 6% of compensation at 25 cents for each dollar contributed by
the employee. Employer contributions in each of the years ended December 31, 2002 and December 31,
2003 were zero, and were $79,000 in the year ended December 31, 2004. Note 7  Purchase and Sale of Nascobal Assets The Company entered into a License and Supply Agreement on July 15, 1997, with Schwarz Pharma,
Inc.(Schwarz Pharma) whereby Schwarz Pharma agreed to promote, market, sell and distribute the
Companys product, Nascobal® - 56 -




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##### Table of Contents



nasal gel (the Schwarz Pharma Agreement). The Company retained
worldwide manufacturing rights and the right to sell this product to other future licensees outside
the U.S. There have been no foreign sales or any upfront or milestone payments to date. Pursuant
to the Schwarz Pharma Agreement, the Company received royalty payments from Schwarz Pharma based
upon the net sales of Nascobal® nasal gel. The Company also recorded product sales revenues each
time Schwarz Pharma purchased Nascobal® nasal gel. The Company received aggregate sales and
royalty payments under the Schwarz Pharma Agreement of $493,000 in 2002. This agreement terminated
in September 2002 as discussed below. In September 2002, the Company purchased Schwarz Pharmas rights, title and interests arising
under or by virtue of the Schwarz Pharma Agreement (the Acquisition Agreement). Under the
Acquisition Agreement, Schwarz Pharma relinquished its rights to receive any consideration from the
Company from a second-generation dosage form of Nascobal® as well as any consideration upon the
future sale or license of intranasal scopolamine. Cancellation of the scopolamine agreement
relieved the Company of a contingent liability of approximately $4.0 million. The transaction was accounted for as an asset purchase. Under terms of the Acquisition
Agreement, the Company agreed to pay Schwarz Pharma a total of $8.75 million. Costs associated
with the transaction were approximately $78,000. The $8.87 million valuation of Schwarz Pharmas
rights, title and interests arising under or by virtue of the Schwarz Pharma Agreement was based on
managements estimates using a valuation report prepared by an independent third-party valuation
consultant and consists of the Schwarz Pharma Agreement. Prior to the 2003 sale to Questcor as
described below, the Company was amortizing the purchase price over a ten-year period, which
represented the estimated economic life of the product. The Company made an upfront payment of $1.5 million to Schwarz Pharma at the closing in
September 2002, with the remaining balance of $7.25 million evidenced by a note payable issued to
Schwarz Pharma. The note was to be repaid in semi-annual installments over a four-year period plus
interest at 7.50% per annum on any outstanding balance. The Company granted a security interest to
Schwarz Pharma in certain assets that relate specifically to Nascobal, including, without
limitation, patents, trademarks, copyrights, licenses and permits, inventory, receivables and
manufacturing equipment. Under the terms of the note, the Company made a payment of $654,000 to
Schwarz Pharma in March 2003, which was comprised of $382,000 in principal on the note and $272,000
of accrued interest. The Company and Schwarz Pharma share the financial liability for return of Nascobal® nasal gel
units sold by Schwarz Pharma prior to September 30, 2002. Schwarz Pharma is responsible for 84%
and Nastech 16% of the aggregate value of all returns with an aggregate value of up to $379,000.
The Companys contingent liability under this arrangement was $60,640, which was recorded as an
increase in the purchase price of the asset. Nastech is responsible for all returns in excess of
$379,000 in the aggregate. Through December 31, 2004 Schwarz Pharma returns have approximated
$276,000. In addition, in October 2002, the Company purchased the remaining units of Nascobal® nasal gel
inventory from Schwarz Pharma for $136,000, its original purchase price of such inventory from the
Company. The inventory was recorded in 2002 at fair value totaling $319,000 in accordance with
purchase accounting rules. In June 2003, the Company entered into an agreement to sell Nascobal to Questcor. In
connection with the sale, the remaining $6.9 million note payable to Schwarz Pharma and accrued
interest of approximately $110,000 were paid in full. Schwarz Pharma subsequently released its
security interest in certain assets that relate specifically to Nascobal, including, without
limitation, patents, trademarks, copyrights, licenses and permits, inventory, receivables and
manufacturing equipment. Under the terms of a supply agreement with Questcor, subject to certain
limitations, the Company is obligated to manufacture and supply all of Questcors requirements and
Questcor is obligated to purchase from us all of its requirements for the Nascobal® nasal gel and
the Nascobal® nasal spray upon FDAs final approval. The Company has filed the NDA and will
continue to prosecute the pending U.S. patents for the Nascobal® nasal spray product on behalf of
Questcor. In February 2005, Questcor paid a milestone fee to the Company of $2.0 million upon
final FDA approval of the NDA for the Nascobal® nasal spray, and has agreed to pay an additional
$2.0 million contingent upon issuance of a U.S. patent for the Nascobal® nasal spray. Note 8  Notes Payable In June 2003, the Company issued a cash secured Revolving Reducing Note to Wells Fargo Bank
(the Wells Fargo Note). Under terms of the Wells Fargo Note, the Company could borrow up to $7.0
million for a one-year term and fix the interest rate for one, two or three months at a rate of
0.75% above LIBOR. If the interest rate and term are not fixed, - 57 -




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the interest rate will be 1.5%
below prime. Interest accrued on the note is due monthly on the first day of the following month.
The amount available under the note decreased by approximately $146,000 per month as of the first
day of each month and the Company was required to make a principal payment on the first day of the
month in an amount sufficient to reduce the then outstanding principal balance to the new maximum
principal amount available. In December 2003, the Company terminated the June 2003 Wells Fargo Note and issued a new cash
secured Revolving Line of Credit Note to Wells Fargo Bank to allow for borrowings up to $9.0
million through December 31, 2004. Monthly principal payments are no longer required under the new
note and the interest rate and monthly interest payments are the same as the original note. The
entire balance of the note was due December 31, 2004. In January, 2004, the Revolving Line of
Credit Note was amended to incorporate a Letter of Credit Subfeature (the Subfeature). Under the
Subfeature, approximately $648,000 of the $9.0 million line of credit was reserved for issuance of
a standby letter of credit agreement to the Companys landlord for its Bothell, Washington
operations under the terms of its facility lease. In October 2004 the Company renewed and increased the Revolving Line of Credit Note (the
Credit Agreement) to allow for borrowings up to $11.5 million through December 31, 2005. The
Subfeature was increased to $1.0 million. The entire balance of the note is due December 31, 2005.
As of December 31, 2004, the interest rate was fixed for a 90 day term at 3.25% on borrowings of
approximately $8,352,000. On February 1, 2005, the Letter of Credit issued to the Companys
landlord was increased to approximately $998,000 under the terms of its facility lease. Pursuant
to terms of the Credit Agreement, the Company has, among other things, agreed not to incur
additional indebtedness or pay dividends. On February 18, 2005, the Company paid off the Credit Agreement borrowings of $8,352,000. Note 9  Stockholders Equity Common Stock Offerings
In a 2001 private offering, the Company granted warrants to purchase
68,000 shares of its common stock at any time prior to May 11, 2005, at an exercise price of $7.50
per share of common stock. As of December 31, 2004, 65,900 warrants relating to this private
placement have been exercised. In connection with such private placement, the Company granted
additional warrants to purchase 595,155 shares of its common stock, which warrants are exercisable
at any time prior to March 22, 2006 at an exercise price of $6.34 per share. As of December 31,
2004, 103,977 warrants issued in connection with these private placements have been exercised. In March 2002, the Company sold 250,000 shares of common stock for $5 million in cash to
Pharmacia at $20.00 per share in conjunction with the February 2002 Collaboration and License
Agreement between the Company and Pharmacia. In September 2003, the Company completed the sale of 1,513,069 units, each unit consisting of
one share of common stock, par value $0.006 per share, and one five year warrant convertible into
0.35 common shares, to certain accredited investors in a private placement transaction for an
aggregate purchase price of $11 million, prior to the deduction of fees and commissions totaling
$1,037,000. The units were sold at $7.27 per unit, which was an 18% discount from the volume
weighted average price for the 10 days prior to the completion of the private placement
transaction. The warrants are exercisable for 529,574 shares of common stock at an exercise price
per share of $11.09, subject to adjustment from time to time for stock splits, stock dividends,
distributions or similar transactions. The warrants expire in September 2008. At December 31,
2004, 48,143 warrants issued in connection with this private placement have been exercised. In June 2004, the Company completed the sale of 1,136,364 shares of its common stock, and
warrants to purchase up to 511,364 shares of common stock at an exercise price of $14.40 per share,
pursuant to its $30 million effective shelf registration statement. The offering resulted in gross
proceeds of approximately $12.5 million to the Company prior to the deduction of fees and
commissions of $229,000. The warrants vested on December 25, 2004, and are exercisable until June
25, 2009. At December 31, 2004, the amount remaining available on this shelf registration
statement was approximately $10.1 million. At December 31, 2004, no warrants issued in connection
with this private placement have been exercised. In December 2004, the Company completed the public offering of 4,250,000 shares of its common
stock at a public offering price of $13.50 per share pursuant to its $80 million effective shelf
registration statement. The offering resulted in gross proceeds of approximately $57.4 million to
the Company, prior to the deduction of fees and commissions of - 58 -




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$4.5 million. Restricted Stock Awards- Pursuant to certain restricted stock awards granted pursuant to the
Companys 2004 Stock Incentive Plan, in 2004 the Company granted and issued approximately 146,000
shares of restricted common stock to certain employees and members of the Board. Non-cash
compensation expense is being recognized on a straight-line basis over the applicable vesting
periods of one to three years of the restricted shares based on the fair value of such common stock
on the grant date, which approximated $1.6 million in deferred compensation. The Company expensed
approximately $0.5 million as stock compensation expense related to this program during the year
ended December 31, 2004. Shelf Registration Statements-The Company currently has two effective shelf
registration statements on Form S-3. On December 18, 2003, the Company filed a shelf registration
statement with the SEC, which was declared effective by the SEC on January 14, 2004, pursuant to
which it may issue common stock or warrants, up to an aggregate of $30 million. On September 30,
2004 the Company filed another shelf registration statement with the SEC, which was declared
effective by the SEC on October 8, 2004, pursuant to which it may issue common stock, warrants or
debt securities, up to an aggregate of $80 million. These shelf registration statements enable the
Company to raise capital from the offering of securities covered by the shelf registration
statements, as well as any combination thereof, from time to time and through one or more methods
of distribution, subject to market conditions and cash needs. Stockholders Rights PlanIn 2000, the Company enacted a stockholder rights plan designed to
protect its stockholders from coercive or unfair takeover tactics. Under the plan, the Company
declared a dividend of one preferred stock purchase right for each share of common stock and
entered into a Rights Agreement with the Companys stock transfer agent. Each preferred stock
purchase right entitles the holder to purchase from the Company 1/1000 of a share of its Series A
Junior Participating Preferred Stock for $50. In the event any acquiring entity or group
accumulates or initiates a tender offer to purchase 15% or more of the Companys common stock, then
each holder of the Companys common stock shall receive a separate certificate evidencing the
rights (the Rights Distribution). Each preferred stock purchase right, other than the acquiring
entity, will have the right to receive, upon exercise of the preferred stock purchase right, shares
of the Companys common stock or shares in the acquiring entity having a value equal to two times
the exercise price of the preferred stock purchase right. Note 10  Stock Options In June 2004, the Company established the 2004 Stock Incentive Plan (the 2004 Plan) under
which a total of 600,000 shares have been reserved for issuance. As of December 31, 2004, 145,620
shares of restricted common stock were outstanding under the 2004 Plan which vest between one and
three years and 454,380 authorized shares were available for future issuance. The average grant
date fair value of the restricted shares granted in 2004 was $9.39. In 2002, the Company established the 2002 Stock Option Plan, pursuant to which options to
purchase an aggregate of 1,362,500 shares of common stock were outstanding and 37,500 authorized
shares were available for future issuance as of December 31, 2004. In 2000, the Company established the 2000 Nonqualified Stock Option Plan, pursuant to which
options to purchase an aggregate of 664,533 shares of common stock were outstanding and 126,990
authorized shares were available for future issuance as of December 31, 2004. In 1990, the Company established the 1990 Stock Option Plan, pursuant to which options to
purchase an aggregate of 260,500 shares of common stock were outstanding under the 1990 Plan and no
shares were available for future issuance as of December 31, 2004. In addition, in 2002 the Company approved and ratified the issuance of 561,719 stock options outside the plans to certain
executive officers in connection with the commencement of their employment with the Company. - 59 -




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The Company has filed separate registration statements on Form S-8 registering awards under
each of the Companys equity compensation plans and the 561,719 options awarded outside the plans. Under its 1990, 2000 and 2002 stock compensation plans, the Company is authorized to grant
options to purchase shares of common stock to its employees, officers and directors and other
persons who provide services to the Company. The options to be granted are designated as either
incentive stock options or non-incentive stock options by the Board, which also has discretion as
to the person to be granted options, the number of shares subject to the options and the terms of
the option agreements. Only employees, including officers and part-time employees, may be granted
incentive stock options. Under its 2004 Stock Incentive Plan, the Company is authorized to grant
awards of restricted stock, stock appreciation rights and performance shares, in addition to stock
options. As of December 31, 2004, the Company had only granted restricted stock awards from this
plan. The plans provide that options granted there under shall be exercisable during a period of no
more than ten years (five years in the case of 10% shareholders) from the date of grant, depending
upon the specific stock option agreement, and that, with respect to incentive stock options, the
option exercise price shall be at least equal to 100% of the fair market value of the common stock
at the time of grant (110% in the case of 10% shareholders). Pursuant to the provisions of the
stock option plans, the aggregate fair market value (determined on the date of grant) of the common
stock with respect to which incentive stock options are exercisable for the first time by an
employee during any calendar year shall not exceed $100,000. On May 2, 2002, the Company extended the term of the employment agreement of its chief
executive officer (CEO) through December 31, 2005. In connection with the extension, the Company
granted its CEO an option to purchase 800,000 shares of common stock at an exercise price of $12.94
per share, which was the market price at the date of grant. The option vests as follows: 200,000
options immediately and 200,000 options each in August 2003, August 2004 and August 2005. The
Companys stockholders approved the option plan that included the CEO options on June 6, 2002 when
the stock price was $15.43 per share. The change in price between the date of grant and the date
the plan was approved by the stockholders resulted in deferred stock-based compensation expense of
$2.0 million that is being recognized as expense on a straight-line basis over the vesting period.
For the years ended December 31, 2002, 2003 and 2004, the Company recognized expense of
approximately $773,000, $470,000 and $472,000, respectively. In October 2002, the Board, in order to allow for a more orderly distribution of shares on the
market, voted in favor of extending the expiration date for options held by certain members of the
Board expiring in June or August 2003 to 10 years after the date of the original grant. Directors
who did not hold any affected options unanimously approved these changes. The new option
expiration dates are in June 2005 and August 2008, respectively. A related charge of approximately
$612,000 was recorded in general & administrative expense in 2002. As of December 31, 2004, the Company had 164,490 shares of common stock available for future
grant under its 2000 and 2002 stock option plans. In addition, the Company issued 561,719 stock
options outside the plans in 2002. These shares are included in the table below. Data relating to
the stock options issued are as follows: Years Ended December 31,2002
    
    
    2003
    
    
    2004Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning of
period
    
    
    1,897,876
    
    
    $
    6.66
    
    
    
    2,863,574
    
    
    $
    10.34
    
    
    
    3,010,550
    
    
    $
    10.43Granted
    
    
    1,417,100
    
    
    
    13.80
    
    
    
    644,800
    
    
    
    8.91
    
    
    
    215,500
    
    
    
    11.37Exercised
    
    
    (404,340
    )
    
    
    5.28
    
    
    
    (142,353
    )
    
    
    7.24
    
    
    
    (430,132
    )
    
    
    5.09Expired
    
    
    
    
    
    
    
    
    
    
    (48,569
    )
    
    
    8.31
    
    
    
    (667
    )
    
    
    12.43Terminated and canceled
    
    
    (47,062
    )
    
    
    10.22
    
    
    
    (306,902
    )
    
    
    8.61
    
    
    
    (35,999
    )
    
    
    8.77Outstanding at end of period
    
    
    2,863,574
    
    
    $
    10.34
    
    
    
    3,010,550
    
    
    $
    10.43
    
    
    
    2,759,252
    
    
    $
    11.36
 - 60 -




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The following table summarizes additional information on the Companys stock options outstanding at
December 31, 2004: Options Outstanding
    
    
    
    Options ExercisableWeighted-averageremaining
    
    
    Weighted-
    
    
    
    

    

    
    Weighted-Range of exercise
    
    
    
    
    
    contractual life
    
    
    average exercise
    
    
    


    Number
    
    
    averageprices
    
    Number outstanding
    
    
    (years)
    
    
    price
    
    
    

    exercisable
    
    

    exercisable price$4.09  -  $5.62
    
    
    407,619
    
    
    
    1.4
    
    
    $
    4.77
    
    
    
    407,619
    
    
    $
    4.77$7.00  -  $8.25
    
    
    197,866
    
    
    
    4.0
    
    
    
    8.10
    
    
    
    98,237
    
    
    
    8.15$8.33  -  $9.99
    
    
    294,967
    
    
    
    6.3
    
    
    
    9.21
    
    
    
    106,773
    
    
    
    9.12$10.24  - $11.24
    
    
    326,000
    
    
    
    6.0
    
    
    
    10.82
    
    
    
    184,935
    
    
    
    10.67$12.00  - $12.94
    
    
    1,027,000
    
    
    
    5.9
    
    
    
    12.74
    
    
    
    810,667
    
    
    
    12.70$13.06 - $13.92
    
    
    122,800
    
    
    
    4.2
    
    
    
    13.58
    
    
    
    46,668
    
    
    
    13.35$15.00  - $16.00
    
    
    283,000
    
    
    
    1.6
    
    
    
    15.23
    
    
    
    238,668
    
    
    
    15.21$25.00
    
    
    100,000
    
    
    
    7.3
    
    
    
    25.00
    
    
    
    
    
    
    
    Totals
    
    
    2,759,252
    
    
    
    4.7
    
    
    $
    11.36
    
    
    
    1,893,567
    
    
    $
    10.69
 Note 11  Income Taxes The Companys net deferred tax assets as of December 31, 2003 and 2004 are estimated as
follows (in thousands): 2003
    
    
    2004Deferred tax assets:Net operating loss carryforwards
    
    $
    18,631
    
    
    $
    26,423Federal and State tax credits
    
    
    2,182
    
    
    
    3,496Depreciation & amortization
    
    
    1,328
    
    
    
    959Deferred revenue
    
    
    
    
    
    
    2,190Other
    
    
    564
    
    
    
    2,042Total deferred tax assets
    
    $
    22,705
    
    
    $
    35,110Valuation allowance
    
    
    (22,705
    )
    
    
    (35,110
    )Net deferred taxes
    
    
    
    
    
    
    
 The Company continues to record a valuation allowance in the full amount of deferred tax
assets since realization of such tax benefits is not considered to be more likely than not. The
valuation allowance increased $6.2 million, $0.3 million and $12.4 million during 2002, 2003 and
2004, respectively. As a result of the valuation allowance, there was
no tax benefit or expense recorded in the accompanying statement of
operations for the years ended December 31, 2002, 2003 or 2004,
respectively. At December 31, 2004, the Company had available net operating loss carryforwards for federal
and state income tax reporting purposes of approximately $69.4 million and $27.7 million,
respectively, and has available tax credits of approximately $3.5 million, which are available to
offset future taxable income. These carryforwards will begin to expire in 2005 and will continue
to expire through 2024 if not otherwise utilized. The Companys ability to use such net operating
loss and federal and state tax credit carryforwards may be limited by change of control provisions
under Sections 382 and 383 of the Internal Revenue Code. During 2002, 2003 and 2004, employee stock options were exercised that resulted in income tax
deductions in the amount of approximately $1.7 million, $0.3 million, and $2.9 million,
respectively. The cumulative total of such deductions at December 31, 2004 is approximately $5.9
million, and such amount is included in the Companys available net operating loss carryforwards as
of December 31, 2004. Excess tax benefit relating to such stock options will be credited to
additional paid-in capital in the period the related tax deduction is realized. The difference between the expected benefit computed using the statutory tax rate and the
recorded benefit of $0 is due to the change in the valuation allowance. - 61 -




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Note 12  Lease Commitments and restructuring charge The Company leases space for its manufacturing, research and development and corporate offices
in Bothell, Washington under a lease expiring in January 2016 and for manufacturing and research
and development activities in Hauppauge, New York under a lease expiring on June 30, 2005. Rental expense aggregated approximately $0.8 million, $1.4 million, and $1.5 million, for the
years ended December 31, 2002, 2003 and 2004, respectively. The following is a schedule of future annual minimum lease payments under the facility leases
and capital leases as of December 31, 2004 (in thousands): Facility leases
    
    
    Capital leases
    
    
    Total2005
    
    $
    1,661
    
    
    $
    1,753
    
    
    $
    3,4142006
    
    
    1,655
    
    
    
    1,380
    
    
    
    3,0352007
    
    
    1,696
    
    
    
    449
    
    
    
    2,1452008
    
    
    1,738
    
    
    
    
    
    
    
    1,7382009
    
    
    1,782
    
    
    
    
    
    
    
    1,782Thereafter
    
    
    11,841
    
    
    
    
    
    
    
    11,841Less amount representing interest
    
    
    
    
    
    
    (331
    )
    
    
    (331
    )Total
    
    $
    20,373
    
    
    $
    3,251
    
    
    $
    23,624
 In addition, the Company also leased space in Hauppauge, New York for R&D and administrative
activities under a lease expiring October 31, 2009 (Adams Avenue Facility). In February 2003,
the Company executed a lease termination agreement for this facility, together with a sublease for
a portion of the facility through December 31, 2003. As a result, the Company recorded a
restructuring charge in 2002 in the amount of approximately $595,000, which was comprised of the
write-off of Adams Avenue Facility unamortized leasehold improvements of approximately $871,000 and
site preparation costs of $86,000, which were offset by the elimination of the deferred rent
liability of $362,000. Note 13  Contractual Agreements Merck. In September 2004, the Company entered into an Exclusive Development,
Commercialization and License Agreement and a separate Supply Agreement (collectively, the
Agreements) with Merck, for the global development and commercialization of PYY Nasal Spray, the
Companys Phase I product for the treatment of obesity. The Agreements provide that Merck will
assume primary responsibility for conducting and funding clinical and non-clinical studies and
regulatory approval, while the Company will be responsible for all manufacturing of PYY-related
product. Merck will lead and fund commercialization, subject to the Companys exercise of an
option to co-promote the product in the United States. Under the Agreements, the Company received an initial cash payment of $5 million in 2004. The
$5 million initial payment is being amortized over the estimated development period, and has been
recorded as deferred revenue in the accompanying balance sheet. If certain development and
approval milestones are achieved, the Company will be eligible to receive up to an additional $131
million from Merck. If certain sales-related milestones are achieved, the Company would be
eligible to receive up to an additional $210 million from Merck subject to certain other
conditions. Merck will pay the Company for manufacturing-related development activities and will
purchase all clinical supply and finished product upon commercialization from the Company. The
Company will also receive royalties on product sales. Thiakis Limited In September 2004, the Company announced it acquired exclusive worldwide
rights to the Imperial College Innovations and Oregon Health & Science University PYY patent
applications in the field of intranasal delivery of PYY and the use of glucagons-like peptide-1
(GLP-1) used in conjunction with PYY for the treatment of obesity, diabetes and other metabolic
conditions. Under the agreement, Nastech made an equity investment in and paid an initial license
fee to Thiakis, Ltd. (Thiakis). The equity investment and initial license fee were expensed as
research and development expenses by the Company in 2004. Under the agreement, Thiakis is entitled
to receive an annual fee, additional milestone fees, patent-based royalties, and additional equity
investments based upon future progress of the intellectual property and product development
processes. Par Pharmaceutical In October 2004, the Company entered into a license and supply agreement
with Par - 62 -




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Pharmaceutical for the exclusive U.S. distribution and marketing rights to its generic
calcitonin-salmon nasal spray. Under the terms of the agreement with Par Pharmaceutical, the
Company will manufacture and supply finished generic calcitonin-salmon nasal spray product to Par
Pharmaceutical, while Par Pharmaceutical will distribute the product in the US. The financial
terms of the agreement include milestone payments, product transfer payments for manufactured
product and a profit sharing following commercialization. The Company filed its ANDA with the FDA
in December 2003, which was accepted in February 2004. Questcor  In June 2003, the Company completed the sale of certain assets relating to its
Nascobal® brand products, including the Nascobal® (Cyanocobalamin USP) nasal gel, to Questcor. The
Company filed a New Drug Application (NDA) of a nasal spray product configuration of Nascobal® in
2003 and will continue to prosecute the pending U.S. patents for the Nascobal® nasal spray product
on behalf of Questcor. The Company recognized a gain of approximately $4.2 million on the sale of
the assets in 2003. The gain was calculated as $14 million in non-contingent proceeds, less the
net book value of the assets of $8.1 million, less costs and fees. At the time of the sale,
approximately $1 million of the gain relating to the fair value of work to be completed on the
filing of the NDA for the Nascobal® nasal spray product was deferred. Under the terms of the Asset Purchase Agreement, between the Company and Questcor, Questcor
paid the Company $9 million at closing, $3 million in September 2003 and approximately $2.2 million
in December 2003. Questcor has also
agreed to make payments of: (i) $2 million contingent upon FDA approval of a New Drug
Application for the Nascobal® nasal spray product; and (ii) $2 million contingent upon issuance of
a U.S. patent for the Nascobal® nasal spray product. FDA approval for the Nascobal® nasal spray
product was granted in January 2005, and the $2 million payment was received from Questcor in
February 2005. In connection with the sale, Questcor and the Company entered into an agreement (the Security
Agreement) pursuant to which Questcor granted the Company a collateral interest in all the assets
related to the Nascobal® (Cyanocobalamin USP) nasal gel acquired by Questcor. Under the terms of a supply agreement between the parties, subject to certain limitations, the
Company is obligated to manufacture and supply all of Questcors requirements and Questcor is
obligated to purchase from the Company all of its requirements, for the Nascobal® nasal gel and,
upon FDA approval, the Nascobal® nasal spray. During each of the years ended December 31, 2003 and
December 31, 2004, the Company recognized approximately $300,000 of product revenue related to the
supply agreement. In addition, Questcor (as successor in interest to RiboGene, Inc., Rugby
Laboratories, Inc., and Darby Pharmaceuticals, Inc.) and Nastech terminated an agreement entered
into in March 1990 under which Questcor, as successor in interest, purchased Nastechs
Metoclopramide HCl patent and other related proprietary information (the Metoclopramide
Agreement). The Metoclopramide Agreement provided for certain minimum royalties through October
2004, and other fees payable to Nastech if and when nasal Metoclopramide HCl is approved for
marketing and commercialized. The Company received $100,000 in 2002 as minimum royalties pursuant
to this agreement. Pharmacia In January 2003, the Company entered into a divestiture agreement (the
Divestiture Agreement) with Pharmacia, under which the Company reacquired all rights to the
intranasal apomorphine product that was the subject of the collaboration and license agreement that
the Company and Pharmacia entered into in February 2002 (the Pharmacia Agreement). The
Divestiture Agreement was the result of the Federal Trade Commissions (FTC) consideration of the
merger between Pfizer Inc. and Pharmacia (the Pfizer-Pharmacia Merger). The divestiture was
intended to address concerns of the FTCs staff that the Pfizer-Pharmacia Merger could inhibit
innovation and competition in the sexual dysfunction marketplace. In April 2003, the
Pfizer-Pharmacia Merger closed. Effective upon the closing, the existing Pharmacia Agreement and
the related Supply Agreement were terminated and the Company reacquired from Pharmacia all product
and intellectual property rights granted to Pharmacia under the Pharmacia Agreement. In addition,
Pharmacia granted the Company an exclusive, royalty-free license to utilize, for the treatment of
human sexual dysfunction, any Pharmacia patents and know-how that relate to the intranasal
apomorphine product currently under development and transferred to the Company all information
relating to the development, commercialization, and marketing of this product. Also effective upon
the closing of the Pfizer-Pharmacia Merger, Pharmacia and Pfizer covenanted not to sue the Company
for infringement of certain patents by reason of its development or commercialization of the
current product, or in certain instances, other intranasal apomorphine products, for human sexual
dysfunction. Pharmacia has further covenanted that, for a period of one year following the closing
of the Pfizer-Pharmacia Merger, neither it nor Pfizer will develop or commercialize an intranasal
apomorphine product for the treatment of human sexual dysfunction. Pfizer agreed to divest itself
of the 250,000 shares of the Companys common stock that it purchased in connection with the
Pharmacia Agreement in accordance with an agreed-upon - 63 -




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timeframe and process. Upon the signing of the Divestiture Agreement in January 2003, Pharmacia made a cash payment
to the Company of $13.5 million consisting of a $6.0 million divestiture payment, $7.0 million in
research and development funds and $500,000 for reimbursement of expenses of the divestiture
transaction. During the year ended December 31, 2003, the Company recognized $13.0 million in
license and research fees and $500,000 of legal expense reimbursement relating to the $13.5 million
payment. Under the terms of the Pharmacia Agreement, Pharmacia had received exclusive, worldwide rights
to develop and market intranasal apomorphine for the treatment of male and female sexual
dysfunction and had agreed to manage and fund all future development in these indications. The
Company received $5.0 million for transfer of the apomorphine Investigational New Drug application
to Pharmacia in 2002, which were deferred and amortized over the estimated development period. In
2003, the Company recognized all remaining deferred revenue from the license fees due to the
termination of the Pharmacia Agreement. During the years ended December 31, 2003 and 2003, the
Company recognized $1.7 million and $3.3 million, respectively, in license fee revenue related to
these payments. In addition to revenue recognized as license fees, the Company received $3.0 million in 2002
for achieving certain other development milestones. Under the terms of the Pharmacia Agreement,
Pharmacia also agreed to pay the Company for certain research and development costs for activities
conducted by the Company since the execution of the Pharmacia Agreement. During the years ended
December 31, 2002 and 2003, the Company recognized revenue of $2.6 million and
$11,000, respectively, related to such activities, all of which is included in license and
research fee revenue. Cytyc Corporation In July 2003, the Company entered into an agreement with Cytyc Corporation
(Cytyc) pursuant to which Cytyc acquired patent rights to the Companys Mammary Aspirate Specimen
Cytology Test Device. Under the terms of the agreement, the Company received a license fee, and
has the potential to receive milestone payments and royalties in the future. Note 14  Related Party Transactions Prior to 2005, the Company paid certain monthly expenses incurred by a company that is owned
and controlled primarily by its CEO in exchange for use of this companys laboratory facility for
certain research and development work. Under this arrangement, during years ended December 31,
2002, 2003 and 2004, the Company paid rent of approximately $37,000, $32,000 and $1,500,
respectively. In January 2004, the Company entered into an agreement to sublet this facility to a
third party through May 2004, the remaining term of the lease, after which there are no further
obligations of the Company relating to this transaction. Prior to 2003, a member of the Board provided legal services to the Company. Fees paid
approximated $83,000 during the year ended December 31, 2002, and zero in the years ended December
31, 2003 and December 31, 2004. From 1999 until 2002, the Company provided split-dollar life insurance for its former Chairman
of the Board of Directors (currently a director) in consideration for services provided and in lieu
of cash remuneration. At the end of 15 years, the premiums the Company paid were to be repaid,
with such repayment secured by the Companys collateral interest in the insurance policy. For the
year ended December 31, 2002 the Company recognized $40,000 of expense related to this policy. In
January 2004, the Company and the director entered into a termination agreement whereby the Company
has no future obligations with respect to the split-dollar life agreement, the Company has no right
to any of the cash surrender value or proceeds of the life insurance policy and the Company will
forego any existing accounts receivable it has recorded related to the Companys interest in the
life insurance policy through the split-dollar life agreement. In 2003, the Company expensed
approximately $54,000 which was recorded as a receivable for the split-dollar life agreement. In 2003, the Company entered into a consulting agreement which terminated in 2004 with a
member of the Board, for strategic pharmaceutical consulting services. Under the agreement, the
director was paid $45,000 and $60,000 in 2003 and 2004, respectively. In October 2004, the Company
entered into a consulting agreement with a company associated with this director, for meeting
planning services under which the company was paid $25,000 in 2004. The services were completed in
2004 and the Company has no further obligation under the agreement. - 64 -




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Note 15  Capital Lease Financing In April 2002, the Company entered into a capital lease agreement with GE Capital Corporation
(the Lease), which allowed it to finance certain property and equipment purchases over a three or
four year term depending on the type of equipment. Under this
agreement, the Company purchases assets approved by GE Capital
Corporation, at which time GE Capital Corporation assumes ownership
of the assets and reimburses the Company. The equipment is then
leased to the Company. The original lease has been amended to allow
for additional borrowings and the Company may now finance up to $4.0 million through December 31,
2005. The Company borrowed approximately $0.4 million, $2.4 million and $1.9 million in the years
ended December 31, 2002, December 31, 2003 and December 31 2004, respectively. Interest rates on
capital lease borrowings averaged approximately 9.8%, 8.5% and 8.9% during 2002, 2003 and 2004,
respectively. Assets leased are pledged as collateral for capital lease borrowings. Note 16  Quarterly Financial Data (Unaudited) (in thousands, except per share data) March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,Fiscal 2003 Quarter Ended
    
    2003
    
    
    2003
    
    
    2003
    
    
    2003Total revenues
    
    $
    2,317
    
    
    $
    15,718
    
    
    $
    494
    
    
    $
    911Operating expenses
    
    
    (5,149
    )
    
    
    (6,918
    )
    
    
    (6,740
    )
    
    
    (6,844
    )Gain on sale of product
    
    
    
    
    
    
    4,236
    
    
    
    
    
    
    
    Net income (loss)
    
    
    (2,925
    )
    
    
    12,952
    
    
    
    (6,251
    )
    
    
    (5,917
    )Income (loss) per share  Basic
    
    $
    (0.29
    )
    
    $
    1.26
    
    
    $
    (0.58
    )
    
    $
    (0.50
    )Income (loss) per share  Diluted
    
    $
    (0.29
    )
    
    $
    1.20
    
    
    $
    (0.58
    )
    
    $
    (0.50
    )
 March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,Fiscal 2003 Quarter Ended
    
    2003
    
    
    2003
    
    
    2003
    
    
    2003Total revenues
    
    $
    148
    
    
    $
    45
    
    
    $
    203
    
    
    $
    1,451Operating expenses
    
    
    (7,751
    )
    
    
    (7,485
    )
    
    
    (7,730
    )
    
    
    (7,372
    )Net loss
    
    
    (7,644
    )
    
    
    (7,491
    )
    
    
    (7,555
    )
    
    
    (5,919
    )Loss per share  Basic and Diluted
    
    $
    (0.64
    )
    
    $
    (0.62
    )
    
    $
    (0.57
    )
    
    $
    (0.41
    )
 - 65 -




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 
 ITEM 9A. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. As of the end of the period covered by this Annual
Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the
participation of senior management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of its disclosure controls and
procedures. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information that the Company is required to disclose in
reports filed under the Securities Exchange Act of 1934, as amended. (b) Internal Control over Financial Reporting.There have been no changes in the Companys
internal controls over financial reporting or in other factors during the year ended December 31,
2004 that materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting subsequent to the date the Company carried out its most
recent evaluation. (c) Management Report on Internal Control.Internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a
process designed by, or under the supervision of, the Companys chief executive officer and chief
financial officer, or persons performing similar functions, and effected by the Companys board of
directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Companys management,
with the participation of the Companys chief executive officer and chief financial officer, has
established and maintained policies and procedures designed to maintain the adequacy of the
Companys internal control over financial reporting, and includes those policies and procedures
that:  1)
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;2)
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and3)
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements. Management has evaluated the effectiveness of the Companys internal control over financial
reporting as of December 31, 2004 based on the control criteria established in a report entitled
Internal ControlIntegrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on our assessment and those criteria, the Companys management
has concluded that the Companys internal control over financial reporting is effective as of
December 31, 2004. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect all errors or misstatements and all fraud. Therefore, even those systems determined to be
effective can provide only reasonable, not absolute, assurance that the objectives of the policies
and procedures are met. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. The registered independent public accounting firm of KPMG LLP has issued an attestation report on
managements assessment of the effectiveness of the Companys internal control over financial
reporting as of December 31, 2004. This report appears on
page 46 of this annual report on Form 10-K/A. - 66 -




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ITEM 9B. OTHER INFORMATION On December 14, 2004, the Company completed a public offering of 4,250,000 shares of its
common stock pursuant to its $80 million shelf registration statement, with gross proceeds of
approximately $57.4 million to the Company, prior to the deduction of fees and commissions of $4.5
million. The underwriting agreement by and among the Company and the underwriters is being filed
as exhibit 1.1 to this Annual Report on Form 10-K/A. 
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers Dr. Steven C. Quay.Dr. Quay has been employed by the Company since August 2000 as Chairman
of the Board, President and Chief Executive Officer. In 1999, Dr. Quay founded and was Chairman,
President and Chief Executive Officer of Atossa Healthcare, Inc. (Atossa), which focused on the
development of a proprietary platform of diagnostics and treatments related to breast cancer risk
assessment and therapeutics and other healthcare products for women. We acquired Atossa in August
2000. In 1991, Dr. Quay founded Sonus Pharmaceuticals, Inc. (Sonus), a company engaged in the
research and development of drug delivery systems and oxygen delivery products based on emulsion
and surfactant technology, where he served as Chief Executive Officer, President and a director
until June 1999. In 1984, Dr. Quay founded Salutar, Inc. (Salutar) to develop contrast agents for
magnetic resonance imaging. Two pharmaceuticals, OmniScan® and TeslaScan®, were invented by Dr.
Quay at Salutar and are now FDA-approved for sale in the United States and other countries. Dr.
Quay has authored more than 100 papers in diagnostic imaging, oncology and biochemistry and holds
48 U.S. patents. Dr. Quay graduated from the University of Michigan Medical School, where he
received an M.A. and a Ph.D. in biological chemistry in 1974 and 1975, respectively, and an M.D. in
1977. Dr. Quay completed his post-graduate work in the chemistry department of Massachusetts
Institute of Technology and received his residency training at Massachusetts General Hospital,
Harvard Medical School in Boston. From 1980 to 1986, he was a faculty member of Stanford University
School of Medicine. Dr. Quay serves as a member of the Board of Directors pursuant to an agreement
with the Company set forth in his employment agreement. See Certain Relationships and Related
Transactions  Contractual Arrangements. J. Carter Beese, Jr.Mr. Beese has been a director of the Company since June 2003, and
currently serves as a member of the Audit, Nominating and Compensation Committees of the Board of
Directors. Since July 1998, Mr. Beese has served as President of Riggs Capital Partners, a venture
fund that manages in excess of $100 million. This fund is part of Riggs National Corporation, based
in Washington, D.C. He has also served as a Senior Advisor to Allied Capital Corporation since
2003. In July 2003, President George W. Bush appointed Mr. Beese to the Presidents Information
Technology Advisory Committee. In November 2003, he was named by U.S. District Judge Rakoff and
the Securities and Exchange Commission (the SEC) as the manager of the $250 million of MCI Inc.
stock to be distributed to the victims of accounting fraud, pursuant to the Fair Fund provision of
the Sarbanes-Oxley Act of 2002. Mr. Beese has also served on the board of directors of Aether
Systems, Inc. since 1999, on the board of directors of Riggs National Corporation since 2001, and
on the board of directors of the National Stock Exchange since 2002. Previously, Mr. Beese served
on the boards of directors of Renaissance Hotel Group, a publicly traded company, from 1995 until
its acquisition by Marriott International, Inc. in 1997 and of Equivest Finance, Inc., a publicly
traded company, from 2001 until its acquisition by Cendant Corporation in 2002. Prior to 1999, Mr.
Beese also served on numerous other public and private company boards. Dr. Ian R. Ferrier.Dr. Ferrier has been a director of the Company since January 1995. Dr.
Ferrier is the founder, President and Chief Executive Officer of Bogart Delafield Ferrier Inc., and
has served in such capacity since its inception in 1982. Trained in medicine and pharmacology, Dr.
Ferrier has managed and directed pharmaceutical programs and guided the growth of several
multinational companies. He has served on the board of directors of a number of health care and
biotechnical firms, as well as serving as consultant to many of the worlds major pharmaceutical
companies. From 1982 to 1987, Dr. Ferrier served as President of McCann Healthcare Inc. From 1982
to 1983, Dr. Ferrier served as Chairman of The Covington Group of Companies, in 1982 as Executive
Vice President of TechAmerica Group and from 1979 to 1982, as Vice President of Kalipharma Inc.
From 1975 to 1979, Dr. Ferrier served as Chief Executive Officer of the Monadnock Medical Center.
Dr. Ferrier received a B.Sc. in Pharmacology from the University of Edinburgh, Edinburgh, Scotland,
served his residency training in nephrology/clinical pharmacology at Southmead General Hospital,
University of Bristol Associated Hospitals, Bristol, England and completed a post-graduate
internship at the Western General Hospital of the University of Edinburgh Associated Hospitals,
Edinburgh, Scotland. Myron Z. Holubiak.Mr. Holubiak has been a director of the Company since June 2004, and
currently serves as a member of the Compensation Committee of the Board of Directors. Mr. Holubiak
is currently a member of the board of directors of BioScrip Inc. Since 2002, Mr. Holubiak has been
a partner and Group President of HealthSTAR Communications, Inc., a health care marketing
communications network. From August 2001 to June 2002, Mr. Holubiak was President, Chief Operating
Officer and a member of the board of directors of iPhysicianNet, Inc., a video detailing company.
From December 1998 to August 2001, Mr. Holubiak served as the President of Roche Laboratories,
Inc., a major research based pharmaceutical company, and was responsible for all U.S. operations
including oversight of the market development and launch of the obesity product, Xenical, and the
influenza product, Tamiflu. Prior to holding this position, he spent 15 years in a variety of
marketing, sales and executive positions with Roche Laboratories, founded Emron, Inc., a health
care consulting company, and participated in the founding of the Academy of Managed Care Pharmacy.
Mr. Holubiak served on the board of directors of the Robert Wood Johnson Hospital Foundation from
1999 to 2001. He currently serves on the board of directors of the Children of Chernobyl Relief
Foundation. Mr. Holubiak received a B.S. in Molecular Biology and Biophysics from the University
of Pittsburgh in 1969, and did graduate work in Biophysics at the University of Pittsburgh from
1969 to 1970. - 67 -




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Leslie D. Michelson.Mr. Michelson has been a director of the Company since June 2004, and
currently serves as a member of the Audit Committee of the Board of Directors. Mr. Michelson has
served as Vice Chairman and Chief Executive Officer of the Prostate Cancer Foundation, the worlds
largest private source of prostate cancer research funding since April 2002. Mr. Michelson is
currently a member of the board of directors for Catellus Development Corporation, a NYSE listed
real estate investment trust. From April 2001 to April 2002, Mr. Michelson served as an investor,
advisor and/or director for a portfolio of entrepreneurial health care, technology and real estate
companies. From March 2000 to August 2001, Mr. Michelson served as Chief Executive Officer and as a
director of Acurian, Inc., an Internet company that accelerates clinical trials for new
prescription drugs. From 1999 to March 2000, Mr. Michelson served as Managing Director of Saybrook
Capital, LLC, an investment bank specializing in the real estate and health care industries. From
June 1998 to February 1999, Mr. Michelson served as Chairman and Co-Chief Executive Officer of
Protocare, Inc., a manager of clinical trials for the pharmaceutical industry and disease
management firm. From 1988 to 1998, Mr. Michelson served as Chairman and Chief Executive Officer of
Value Health Sciences, Inc., an applied health services research firm. Mr. Michelson received a
B.A. in Social and Behavioral Sciences from The Johns Hopkins University in 1973 and a J.D. from
Yale Law School in 1976. John V. Pollock.Mr. Pollock has been a director of the Company since September 1993, and
currently serves as a member of the Audit, Nominating and Compensation Committees of the Board of
Directors, and is Chairman of the Audit and Compensation Committees. Mr. Pollock is presently the
Executive Vice President of United Bank in Vienna, Virginia. From 1975 through the present, he has
been a senior banking executive and Chief Executive Officer of other banks in the Washington, D.C.
area. From 1991 to 2003, Mr. Pollock served as a director of Frank E. Basil, Inc., a worldwide
provider of facilities maintenance, engineering and operations maintenance services. Mr. Pollock
has also served as a consultant to the partners of Basil Properties and as President of
Nastech-Basil International, Inc., a joint venture between Basil Properties and the Company, which
joint venture was dissolved in 1993. Gerald T. Stanewick.Mr. Stanewick has been a director of the Company since June 2004. Mr.
Stanewick is a private investor who spent more than 30 years on Wall Street before retiring in
2003. From 1991 through 2003, Mr. Stanewick was an institutional bond salesman with Spear Leeds &
Kellogg, a subsidiary of Goldman Sachs & Co. (Goldman Sachs). From 1981 to 1991 he worked for
Wertheim Schroder & Co. (Wertheim) and was a partner in charge of the bond department of
Wertheims San Francisco Office from 1986 to 1991. Prior to Wertheim, Mr. Stanewick was a
government bond trader with Bear Stearns. From 1976 to 1980, he was a government bond trader with
Mitchell Hutchins. From 1972 to 1976, Mr. Stanewick was a securities analyst with Goldman Sachs
covering Fortune 500 companies. He received a B.A. in Economics from St. Michaels College in
Burlington, Vermont. Mr. Stanewick serves on the Board of Directors as the designee of Dr. Steven
C. Quay, Chairman of the Board, President and Chief Executive Officer of the Company. See Certain
Relationships and Related Transactions  Contractual Arrangements. Bruce R. Thaw.Mr. Thaw has been a director of the Company since June 1991. Mr. Thaw is the
President and Chief Executive Officer of Bulbtronics, Inc., a national distributor of technical and
specialty light sources and related products and has served in this position since 2000. Mr. Thaw
is a practicing attorney and was admitted to the bar of the State of New York in 1978 and the
California State Bar in 1983. From 1984 to 2001, Mr. Thaw served as general counsel to the Company.
Mr. Thaw is also a director of SafeNet, Inc., a publicly traded company that designs, manufactures
and markets computer network security systems and products, and Amtech Systems, Inc., a publicly
traded company engaged in the semi-conductor equipment industry. Mr. Thaw holds a B.B.A. degree in
Banking and Finance from Hofstra University and a J.D. degree from the Hofstra University School of
Law. Devin N. Wenig.Mr. Wenig served as Chairman of the Board of Directors of the Company from
June 1991 to March 1999 and currently serves as a director and as a member of the Audit, Nominating
and Compensation Committees of the Board of Directors, and is Chairman of the Nominating Committee.
Mr. Wenig has served in various positions at Reuters Group, P.L.C. (Reuters) since 1993. Mr.
Wenig is currently an executive director on the Reuters Board of Directors and President of
customer segments which are Reuters global business divisions (Sales and Trading, Research and
Asset Management, Media and Enterprise). He joined Reuters in 1993 as Corporate Counsel, Reuters
America. Mr. Wenig is also a director of Instinet, Inc. Before joining Reuters, Mr. Wenig was an
attorney with the firm of Cravath, Swaine & Moore. Mr. Wenig received a B.A. degree from Union
College and a J.D. degree from the Columbia University School of Law. Dr. Gordon C. Brandt.Dr. Brandt joined the Company in November 2002. In his position of
Executive Vice President Clinical Research and Medical Affairs, he oversees the drug development
process from preclinical through clinical testing. From 1997 to 2002, Dr. Brandt worked at Sonus
where he held the positions of Vice President, Clinical and Regulatory Affairs, and Director of
Medical Affairs. At Sonus, Dr. Brandt was involved in managing all aspects of design and
implementation of early and late stage clinical trial programs and submissions to regulatory
authorities. Dr. Brandt graduated from Yale University with a B.S. degree in - 68 -




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engineering science, received an M.D. from the University of California, San Francisco, and
completed his residency training in internal medicine at Kaiser Hospital in San Francisco. Dr.
Brandt holds one U.S. patent. Dr. Paul H. Johnson.Dr. Johnson has been employed by the Company since September 2003 as
Senior Vice President, Research and Development and Chief Scientific Officer. From 2001 to 2003,
Dr. Johnson was Vice President, Research and Development and Chief Scientific Officer at EpiGenX
Pharmaceuticals, Inc., a privately-held company focused on the development of epigenetic-based
strategies to treat cancer and infectious diseases. From 1994 to 2001, Dr. Johnson served as the
Head of the Cell and Molecular Biology Department and Principal Scientist in the Cancer Research
Department at Berlex Biosciences (Berlex) in Richmond, California, the U.S. research and
development center for Schering AG in Germany. He also held an adjunct faculty position in the
Graduate Division of Molecular Biology and Biochemistry at the University of California at Davis.
From 1975 to 1994, Dr. Johnson was the Director of the Cell and Molecular Biology Laboratory at SRI
International (formerly the Stanford Research Institute) and Professor of Biochemistry at Wayne
State University Medical School. Dr. Johnson received a B.S. in biological sciences from the State
University of New York (SUNY), Buffalo, a Ph.D. in biochemistry from the Roswell Park Cancer
Institute (SUNY), and completed his post-doctoral training at the California Institute of
Technology under an American Cancer Society fellowship. Gregory L. Weaver.Mr. Weaver has been employed by the Company since May 2002 as its Chief
Financial Officer. He was appointed Secretary in 2003. Prior to joining the Company, Mr. Weaver
held the positions of Vice President, Strategic Development, and Vice President and Chief Financial
Officer of Ilex Oncology, Inc. (Ilex), an oncology-focused biopharmaceutical company. During his
tenure at Ilex, Mr. Weaver was involved in a series of strategic financings and acquisitions. Prior
to Ilex, Mr. Weaver held several senior financial management positions, including Vice President
and Chief Financial Officer of Prism Technologies, a medical device company, and Chief Financial
Officer of a division of Fidelity Capital. Mr. Weaver received a B.A. in accounting from Trinity
University in San Antonio, Texas, and an M.B.A. in finance from Boston College. He also served in
the United States Air Force. Mr. Weaver received his Certified Public Accountant license in 1985. David E. Wormuth. Mr. Wormuth has been employed by the Company since March 2001 as its Senior
Vice President, Operations. From 1997 to 2001, Mr. Wormuth was President of David E. Wormuth &
Associates, a consulting firm providing expert consulting services to the pharmaceutical industry
related to manufacturing and quality control. From 1992 until 1997, Mr. Wormuth served as Vice
President of Operations for Sonus. Prior to joining Sonus, Mr. Wormuth spent five years in various
operational and manufacturing positions with Kabivitrum, Inc., a Swedish firm, specializing in
emulsion technology and the development of amino acids for LVP applications. Prior to Kabivitrum,
Mr. Wormuth spent 13 years with Abbott Laboratories in various manufacturing roles until 1987. Mr.
Wormuth graduated from Newberry College in Newberry, South Carolina, where he received a B.A. in
history and political science, and also served in the United States Marine Corps. Timothy M. Duffy.Mr. Duffy has been employed by the Company since June 2004 as Vice
President, Marketing and Business Development. Prior to joining the Company, Mr. Duffy held the
position of Vice President, Business Development at Prometheus Laboratories Inc. (Prometheus), a
privately held specialty pharmaceutical company. During his career at Prometheus, Mr. Duffy managed
the acquisition of seven pharmaceutical products, the licensing of nine diagnostic technologies,
and the negotiation of other transactions. Prior to Prometheus, Mr. Duffy served for 13 years in
functional and management positions in the pharmaceutical division at The Procter & Gamble Company.
Mr. Duffy received a B.A. in biology from Loras College in Dubuque, Iowa. Identification of the Audit Committee The Audit Committee, which currently consists of directors John V. Pollock, Chairman, J.
Carter Beese, Jr., Leslie D. Michelson and Devin N. Wenig, held nine meetings during 2004. Among
other functions, the Audit Committee authorizes and approves the engagement of the independent
registered public accountants, reviews the results and scope of the audit and other services
provided by the independent registered public accountants, reviews the Companys financial
statements, reviews and evaluates the Companys internal control functions, approves or establishes
pre-approval policies and procedures for all professional audit and permissible non-audit services
provided by the independent registered public accountants and reviews and approves any proposed
related party transactions. - 69 -




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The Board of Directors has determined that each of John V. Pollock, J. Carter Beese, Jr.,
Leslie D. Michelson and Devin N. Wenig is an independent director within the meaning of the Nasdaq
independence standards and Rule 10A-3 promulgated by the SEC under the Exchange Act. In addition,
the Board of Directors has determined that each member of the Audit Committee qualifies as an Audit
Committee Financial Expert under applicable SEC Rules and satisfies the Nasdaq standards of
financial literacy and financial or accounting expertise or experience. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
requires the Companys executive officers, directors and persons who beneficially own more than 10%
of the Companys Common Stock to file initial reports of ownership and reports of changes in
beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed by such persons. Based solely on its review
of copies of such forms received by it, or written representations from certain reporting persons,
the Company believes that, with respect to 2004, all the Companys executive officers and
directors, and all persons known to the Company to beneficially own more than 10% of the Companys
Common Stock, complied with all such reporting requirements. Code of Business Conduct and Ethics The Board of Directors has three standing committees: the Audit Committee, the Compensation
Committee and the Nominating Committee. The Board of Directors has adopted a Code of Business
Conduct and Ethics applicable to all employees, officers and directors, which the Company makes
available free of charge on or through its internet website. The Companys internet website is
www.nastech.com. The Company intends to disclose on its internet website any amendments to or
waivers from its Code of Business Conduct and Ethics. Any stockholder also may obtain a copy of
the Companys Code of Business Conduct and Ethics, free of charge, by sending a request in writing
to: Nastech Pharmaceutical Company Inc., Investor Relations Department, 3450 Monte Villa Parkway,
Bothell, Washington 98021. 
 ITEM 11. EXECUTIVE COMPENSATION Compensation of Directors In 2004, each non-employee director was paid an annual fee of $3,000, plus $1,500 for each
Board of Directors meeting attended and $750 for each committee meeting attended, and was
reimbursed for travel expenses incurred to attend such meetings. Directors Stock Option Plans.The Company maintains three compensation plans under which
equity compensation awards may be made to directors: the Amended and Restated Nastech
Pharmaceutical Company Inc. 2000 Nonqualified Stock Option Plan (the 2000 Plan), the Nastech
Pharmaceutical Company Inc. 2002 Stock Option Plan (the 2002 Plan) and the Nastech Pharmaceutical
Company Inc. 2004 Stock Incentive Plan (the 2004 Plan). References to the Director Option
Plans herein refer to the 2000 Plan, the 2002 Plan and the 2004 Plan, collectively. It is the
Companys current practice that, upon becoming a member of the Board of Directors, each
non-employee director may receive a discretionary award of options to purchase Common Stock and/or
restricted shares of Common Stock as is determined at such time by the Compensation Committee of
the Board of Directors. The discretionary stock option grants under the Director Option Plans are
made at an exercise price per share of no less than the fair market value (as defined under the
Director Option Plans) of a share of Common Stock on the date the option is granted, and both
discretionary stock option and restricted stock grants are generally subject to a vesting period
determined by the Compensation Committee in accordance with the applicable Director Option Plan
(under most circumstances, a one-year vesting period, or, for certain stock option grants under the
2004 Plan, the earlier of the first anniversary of the date of grant or the date of the next annual
meeting of the Companys stockholders). The Compensation Committee may make additional
discretionary grants to eligible directors, consistent with the terms of the Director Option Plans.
The Board of Directors may amend, suspend or terminate the Director Option Plans at any time,
except that prior approval of the Companys stockholders must be obtained pursuant to applicable
Nasdaq rules for any amendments that would constitute a material revision to any of the Director
Option Plans, and certain changes require the consent of the affected grantees. In 2004, 75,000
options and 61,500 shares of restricted Common Stock were granted to the non-employee members of
the Board of Directors pursuant to the Director Option Plans. - 70 -




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##### Table of Contents



2004 Directors Compensation Director
    
    Cash FeesJ. Carter Beese, Jr.
    
    $
    22,500Dr. Ian R. Ferrier
    
    $
    12,000Myron Z. Holubiak
    
    $
    10,500Leslie D. Michelson.
    
    $
    10,875John V. Pollock
    
    $
    22,875Gerald T. Stanewick.
    
    $
    10,875Bruce R. Thaw
    
    $
    16,125Devin N. Wenig(1)
    
    $
    19,125Total
    
    $
    124,875
   (1)
    
    From 1999 until 2002, the Company provided split-dollar life insurance for Devin Wenig, its
former Chairman of the Board of Directors (and current director) in consideration for services
rendered as Chairman of the Board of Directors and in lieu of cash remuneration. When the
insurance policy was purchased, the Company agreed to pay the premiums on the split-dollar
life insurance policy and at the end of 15 years, the premiums the Company paid were to be
repaid to it, with such repayment secured by the Companys collateral interest in the
insurance policy. In January 2004, the Company and Mr. Wenig agreed to terminate the
arrangement. As a result, the Company has no future obligations with respect to the payment
of a premium in the amount of $39,659 per year under the split-dollar life insurance policy
and it has no right to any of the cash surrender value or proceeds of the split-dollar life
insurance policy. The Companys receivable that was forfeited upon termination of the
arrangement with Mr. Wenig was $158,638. Executive Compensation The following table sets forth certain information regarding compensation paid by the Company
during each of the Companys last three years to (i) the person who served as the Companys Chief
Executive Officer during 2004 and (ii) the four most highly compensated executive officers of the
Company other than the Chief Executive Officer who were serving as executive officers as of
December 31, 2004 and whose total salary and bonus exceeded $100,000 in 2004. Summary Compensation Table Annual Compensation
    
    
    Long-Term CompensationAwards
    
    
    PayoutsSecuritiesRestricted
    
    
    UnderlyingName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Annual
    
    
    Stock
    
    
    Options/
    
    
    LTIP
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    Bonus($)
    
    
    Compensation
    
    
    Awards($)
    
    
    Warrants(#)
    
    
    Payouts
    
    
    Compensation($)Dr. Steven C. Quay
    
    
    2004
    
    
    
    393,250
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chairman, President and
    
    
    2003
    
    
    
    357,500
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    2002
    
    
    
    316,927
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    900,000
    (6)
    
    
    
    
    
    
    Dr. Gordon C. Brandt
    
    
    2004
    
    
    
    224,750
    
    
    
    73,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Vice President Clinical
    
    
    2003
    
    
    
    200,000
    
    
    
    80,250
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (7)
    
    
    
    
    
    
    Research and Medical Affairs (1)
    
    
    2002
    
    
    
    20,498
    
    
    
    56,667
    
    
    
    
    
    
    
    
    
    
    
    90,000
    (8)
    
    
    
    
    
    
    Dr. Paul H. Johnson
    
    
    2004
    
    
    
    249,832
    
    
    
    56,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Senior Vice President, Research
    
    
    2003
    
    
    
    51,539
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    90,000
    (9)
    
    
    
    
    
    
    and Development and Chief
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Scientific Officer (2)Gregory L. Weaver
    
    
    2004
    
    
    
    250,000
    
    
    
    100,000
    
    
    
    
    
    
    
    84,300
    (5)
    
    
    7,500
    (10)
    
    
    
    
    
    
    Chief Financial Officer (3)
    
    
    2003
    
    
    
    242,796
    
    
    
    97,149
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (11)
    
    
    
    
    
    
    2002
    
    
    
    146,087
    
    
    
    47,846
    
    
    
    100,000
    (4)
    
    
    
    
    
    
    125,000
    (12)
    
    
    
    
    
    
    David E. Wormuth
    
    
    2004
    
    
    
    228,275
    
    
    
    74,874
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (13)
    
    
    
    
    
    
    Senior Vice President,
    
    
    2003
    
    
    
    207,428
    
    
    
    83,008
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (14)
    
    
    
    
    
    
    Operations
    
    
    2002
    
    
    
    192,476
    
    
    
    79,056
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (15)
    
    
    
    
    
    
    
 - 71 -




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##### Table of Contents



(1)
    
    Dr. Brandt commenced employment with the Company in November 2002.(2)
    
    Dr. Johnson commenced employment with the Company in September 2003.(3)
    
    Mr. Weaver commenced employment with the Company in May 2002.(4)
    
    Represents relocation expenses paid to Mr. Weaver in connection with the commencement of his
employment in 2002 and his relocation to the Companys offices in Bothell, Washington.(5)
    
    One June 9, 2004, Mr. Weaver was awarded 7,500 shares of restricted Common Stock pursuant to
the Companys 2004 Incentive Stock Plan. The value of such restricted stock is based upon a
$11.24 stock price, which was the closing price of the Common Stock on the date of grant.
One-third of the shares vest on each of the first three anniversary dates of the grant. These
shares of restricted Common Stock are eligible to receive dividends, however, the Company has
no current plans to pay any dividends.(6)
    
    Includes options to purchase 800,000 shares of the Common Stock at an exercise price of
$12.94 per share, and options to purchase 100,000 shares of Common Stock at an exercise price
of $25.00 per share. See Executive Compensation  Employment Contracts, Termination of
Employment and Change in Control Arrangements.(7)
    
    Represents options to purchase 25,000 shares of Common Stock at an exercise price of $8.89
per share.(8)
    
    Represents options to purchase 90,000 shares of Common Stock at an exercise price of $10.99
per share.(9)
    
    Represents options to purchase 90,000 shares of Common Stock at an exercise price of $9.36
per share.(10)
    
    Represents options to purchase 7,500 shares of Common Stock at an exercise price of $11.24
per share. See Executive Compensation  Option Grants in 2004.(11)
    
    Represents options to purchase 25,000 shares of Common Stock at an exercise price of $8.21
per share.(12)
    
    Represents options to purchase 125,000 shares of Common Stock at an exercise price of $15.30
per share. See Executive Compensation  Employment Contracts, Termination of Employment and
Change in Control Arrangements.(13)
    
    Represents options to purchase 25,000 shares of Common Stock at an exercise price of $13.90
per share. See Executive Compensation  Option Grants in 2004.(14)
    
    Represents options to purchase 25,000 shares of Common Stock at an exercise price of $8.21
per share.(15)
    
    Represents options to purchase 10,000 shares of Common Stock at an exercise price of $13.63
per share. Option Grants in 2004 The following table provides the specified information concerning grants of options to
purchase Common Stock during 2004 to the executive officers named in the Summary Compensation
Table. The Company did not issue stock appreciation rights in 2004. - 72 -




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##### Table of Contents



Potential Realizable Value atAssumed Annual Rates ofIndividual Grants in 2004
    
    
    Appreciation for Option Term (3)Number ofSecuritiesUnderlying
    
    
    % of Total Options
    
    
    Exercise orOptions
    
    
    Granted to
    
    
    Base Price
    
    
    ExpirationName
    
    Granted (#)(1)
    
    
    Employees in 2004
    
    
    ($/Share) (2)
    
    
    Date
    
    
    5%($)
    
    
    10%($)Dr. Steven C. Quay
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Gordon C. Brandt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Paul H. Johnson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory L. Weaver
    
    
    7,500
    
    
    
    5.3
    %
    
    
    11.24
    
    
    
    06/09/14
    
    
    
    53,016
    
    
    
    134,352David E. Wormuth
    
    
    25,000
    
    
    
    17.8
    %
    
    
    13.90
    
    
    
    04/14/14
    
    
    
    218,540
    
    
    
    553,826
   (1)
    
    One-third of the shares subject to the options granted to Mr. Weaver and Mr. Wormuth vest
on each of the first three anniversaries of the date of grant.(2)
    
    Options granted at market value on the date of grant.(3)
    
    Potential realizable value represents hypothetical gains that could be achieved for the
options if exercised at the end of the option terms assuming that the Common Stock appreciates
at the annual rate shown, compounded annually, from the date of grant until the expiration of
the option term. The assumed 5% and 10% rates of stock price appreciation are provided in
accordance with rules of the SEC and do not represent an estimate or projection of the future
price of the Common Stock. Actual gains, if any, on stock option exercises will depend on the
future performance of the Common Stock. Aggregated Option Exercises in 2004 and Year-End Option Values The following table provides information regarding the number and value of stock options
exercised during 2004 by the executive officers named in the Summary Compensation Table. The table
also provides information regarding the number and value of unexercised in-the-money options held
at the end of 2004. Number of Securities Underlying
    
    
    Value of Unexercised In-the-MoneyShares
    
    
    
    
    
    
    Unexercised
    
    
    Options atAcquired on
    
    
    Value Realized
    
    
    Options at December 31, 2004
    
    
    December 31, 2004 (a)Exercise
    
    
    ($)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable ($)
    
    
    Unexercisable ($)Dr. Steven C. Quay
    
    
    90,000
    
    
    
    861,900
    
    
    
    1,006,719
    
    
    
    300,000
    
    
    
    874,819
    
    
    
    
    
    
    
    0Dr. Gordon C. Brandt
    
    
    
    
    
    
    
    
    
    
    68,334
    
    
    
    46,666
    
    
    
    93,352
    
    
    
    86,798Dr. Paul H. Johnson
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    
    
    
    82,200
    
    
    
    164,400Gregory L. Weaver
    
    
    
    
    
    
    
    
    
    
    91,668
    
    
    
    65,832
    
    
    
    32,419
    
    
    
    71,281David E. Wormuth
    
    
    7,500
    
    
    
    64,395
    
    
    
    82,501
    
    
    
    44,999
    
    
    
    536,982
    
    
    
    64,831
   (a)
    
    Market value of shares subject to in-the-money options on December 31, 2004, less option
exercise price. Options are in-the-money if the market value of the shares subject to the
options is greater than the option exercise price. Employment Contracts, Termination of Employment and Change in Control Arrangements Dr. Steven C. Quay.The employment agreement of the Companys President, Chief Executive
Officer and Chairman, Dr. Steven C. Quay, originally due to expire on August 8, 2003, was amended
and restated effective May 2, 2002. Pursuant to the amended agreement, Dr. Quay will receive base
compensation of $325,000 per year, with increases of 10% per year beginning on January 1, 2003.
Dr. Quays base compensation was increased to $357,500 effective January 1, 2003, was increased to
$393,250 effective January 1, 2004 and was increased to $432,575 effective January 1, 2005. Dr.
Quay is also entitled to annual incentive cash compensation to be paid based on the achievement of
certain performance levels in each of several performance areas agreed upon by the Company and Dr.
Quay prior to the commencement of each year. The incentive cash compensation is targeted for
$100,000 per year and limited to $200,000 per year, with the actual amount determined by the Board
of Directors or the Compensation Committee. The amended and restated agreement expires on December
31, 2005 unless it is extended by written agreement between the parties. The Company, through the
Compensation Committee of the Board of Directors, is currently negotiating a new employment
agreement with Dr. Quay. If Dr. Quay remains in substantially full-time employment by the Company
beyond December 31, 2005 without such a written extension, his employment (and his employment
agreement) shall be deemed to continue on a month-to-month basis, with either party having the
right to terminate his employment at the end of any calendar month upon 30 days written notice. - 73 -




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In connection with the original employment agreement, Dr. Quay received options to purchase
600,000 shares of Common Stock at four different exercise prices which equaled or exceeded $4.09,
the market price of the Common Stock on the date of grant, as summarized in the following table: Exercise price
    
    Number of shares$  4.09
    
    
    
    226,719$  4.50
    
    
    
    73,281$12.00
    
    
    
    200,000$15.00
    
    
    
    100,000
 Pursuant to the May 2002 amendment to Dr. Quays employment agreement, Dr. Quay was granted
additional options to purchase 800,000 shares of Common Stock at an exercise price of $12.94 per
share, which equaled the market price of the Common Stock on the date of grant. The grant was
approved by stockholders on June 6, 2002. The option vests as follows: (i) 200,000 options vested
on execution of the amended employment agreement, (ii) 200,000 options vested on August 8, 2003,
(iii) 200,000 options vested on August 8, 2004 and (iv) 200,000 options vest on August 8, 2005. In
addition, Dr. Quay was granted an option to purchase an additional 100,000 shares of Common Stock
at an exercise price of $25.00 per share which will vest on January 1, 2006, if and only if, on or
before December 31, 2005, the Company and Dr. Quay agree in writing upon terms for Dr. Quays
continued service as President and Chief Executive Officer of the Company until at least December
31, 2007. The amended and restated employment agreement also provides that the Company will, in
connection with each election of directors of the Company during the term of the agreement,
nominate, recommend and use its best efforts to cause the election to the Board of Directors of Dr.
Quay and a person designated by Dr. Quay who is reasonably acceptable to the Company. The Company
is also obligated to use all best efforts to cause the election of Dr. Quay as Chairman of the
Board of Directors. In the event that, prior to December 31, 2005, the Company terminates Dr. Quays employment
without cause or Dr. Quay is constructively terminated by the Company, Dr. Quay will be entitled to
receive as severance the amount of base compensation that would have been payable to Dr. Quay
through December 31, 2005, computed using the base salary rate in effect on the date of
termination. Upon such event, the vesting and exercisability of the options to purchase 900,000
shares of Common Stock granted pursuant to the amended agreement and the option to purchase 600,000
shares of Common Stock granted pursuant to Dr. Quays original employment agreement dated August 8,
2000, will be immediately and fully accelerated. For these purposes, a constructive termination
means (i) a demotion or substantial diminution of responsibilities, (ii) a failure by the Company
to honor its obligations under the agreement or (iii) prior to August 8, 2005, either Dr. Quay or
Dr. Quays designee (if any) is not elected to the Board of Directors, or Dr. Quay is not elected
as Chairman of the Board, unless, in the case of Dr. Quays designee only, the lost election was
the result of votes against the designee by non-affiliate stockholders of the Company representing
the majority of the votes cast. In the event that, prior to December 31, 2005, Dr. Quays employment is terminated due to
disability or death, Dr. Quay or his estate, as applicable, is entitled to receive as severance the
lesser of twelve months base compensation or the compensation that would have been payable to Dr.
Quay through December 31, 2005, computed using the base salary rate in effect on the date of
termination. In the event that, during the one-year period following a change in control of the Company and
prior to December 31, 2005, Dr. Quays employment is terminated by the Company or by Dr. Quay for
any reason, Dr. Quay will be entitled to receive as severance an amount equal to the greater of
twelve months base compensation at the rate in effect on the date of termination or the base
compensation payable during the remainder of the term of the agreement, and an additional payment
equal to the sum of the pro-rated incentive cash compensation for the year in which he is
terminated plus the full amount of targeted incentive cash compensation for the following year.
Dr. Quay is also entitled to an additional gross-up payment to cover any golden parachute excise
taxes that may be payable by Dr. Quay upon receipt of these severance payments. In addition, the
vesting and exercisability of the options granted to Dr. Quay under the amended agreement and the
original agreement will be immediately and fully accelerated. Pursuant to the agreement, a change
in control generally means (i) the acquisition by any person or group of 40% or more of the
Companys voting securities, (ii) the Companys reorganization or merger or sale of all or
substantially of the Companys assets, following which the Companys stockholders prior to the
consummation of such reorganization, merger or sale hold 60% or less of the voting securities of
the surviving or acquiring entity, as applicable, (iii) a turnover of the majority of the Board of
Directors as currently constituted, provided that under most circumstances any individual elected
by a majority of the incumbent Board of Directors shall be considered as a member of the incumbent
Board of Directors for this purpose, or (iv) a complete liquidation or dissolution of the Company. - 74 -




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Gregory L. Weaver.The Company and Gregory L. Weaver, the Companys Chief Financial Officer,
are parties to an employment agreement dated April 30, 2002. The agreement provides that Mr.
Weaver shall receive an annual base salary of $235,000 commencing May 20, 2002, which was increased
to $250,000 for 2004 and to $280,000 effective as of January 1, 2005, and provided for a grant of
125,000 stock options which shall vest over a 3 year period. These stock options were granted with
an exercise price of $15.30 per share, which was the closing price of the Common Stock on the date
of grant. Under the agreement, Mr. Weaver is entitled to receive annual incentive compensation of
up to 40% of the applicable base salary if certain performance objectives are met (the Executive
Bonus Plan). The Company and Mr. Weaver are also parties to a Change-In-Control Severance
Agreement, dated July 31, 2002, which provides for certain benefits in the event that Mr. Weavers
employment is terminated without cause, or his employment is constructively terminated, within one
year following a change in control of the Company. In such event, the Company is obligated to pay
severance in an amount equal to the sum of Mr. Weavers annual base salary on the date of
termination plus his target incentive compensation for that year under the Executive Bonus Plan.
In addition, the vesting and exercisability of all stock options then held by Mr. Weaver will be
fully accelerated. For purposes of this agreement, a change in control generally means (i) the
acquisition by any person or group of 50% or more of the Companys voting securities, (ii) the
Companys reorganization or merger, or sale of all or substantially of the Companys assets,
following which the Companys stockholders prior to the consummation of such reorganization, merger
or sale hold 60% or less of the voting securities of the surviving or acquiring entity, as
applicable, (iii) a turnover of the majority of the Board of Directors as currently constituted,
provided that under most circumstances any individual elected by a majority of the incumbent Board
of Directors shall be considered as a member of the incumbent Board of Directors for this purpose,
or (iv) a complete liquidation or dissolution of the Company. A constructive termination means (i)
a demotion or substantial diminution of responsibilities, or (ii) a decrease in annual base salary
below $235,000. Report of Compensation Committee on Executive Compensation Notwithstanding anything to the contrary set forth in any of the Companys previous filings
under the Securities Act or the Exchange Act that might incorporate future filings, including this
Proxy Statement, in whole or in part, the following report and the Performance Graph which follows
shall not be deemed to be incorporated by reference into any such filings. Executive Compensation Philosophy The Companys Compensation Committee is composed entirely of independent, outside directors.
Its functions include establishing the general compensation policies of the Company, reviewing and
approving compensation for the executive officers, and administering the Companys stock option
plans. One important goal that the Company has for the Compensation Committee is to have the
members of the committee design compensation packages for executive officers of the Company
sufficient to attract and retain persons of exceptional quality, and to provide effective
incentives to motivate and reward such executives for achieving the scientific, financial and
strategic goals of the Company essential to the Companys long-term success and growth in
stockholder value. The Companys typical executive compensation package has historically consisted
of three main components: (1) base salary; (2) incentive cash bonuses; and (3) stock options and
restricted stock grants. From time to time, the Compensation Committee may retain compensation and
other management consultants to assist with, among other things, structuring the Companys various
compensation programs and determining appropriate levels of salary, bonus and other compensatory
awards payable to the Companys executive officers and other employees, as well as to guide the
Company in the development of near-term and long-term individual performance objectives established
by the Compensation Committee. Base Compensation The Compensation Committees approach is to offer executive salaries competitive with those of
other executives in the industry in which the Company operates. To that end, the Compensation
Committee evaluates the competitiveness of its base salaries based upon information drawn from
various sources, including published and proprietary survey data, consultants reports and the
Companys own experience recruiting and training executives and professionals. The Companys base
salary levels are intended to be consistent with competitive practice and such executives level of
responsibility. Base salaries will be reviewed annually and may be increased by the Compensation
Committee in accordance with certain performance criteria including, without limitation, (i)
individual performance, (ii) Company performance, (iii) the functions performed by the executive
officer and (iv) changes in the compensation peer group in which the Company competes for executive
talent. The weight given such factors by the Compensation Committee may vary from individual to
individual. Bonuses In addition to base salary, executives and managers are eligible to receive discretionary
bonuses, from time to time, upon the achievement of certain scientific, financial and other
business milestones related to Company and individual performance. At the beginning of each year,
the Compensation Committee and the Companys chief executive officer review each individuals job - 75 -




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responsibilities and goals for the upcoming year. The amount of the bonus and any performance
criteria vary with the position and role of the individual within the Company. For the year ended
December 31, 2004, discretionary incentive and merit cash bonuses in recognition of services
performed were awarded to executive officers as follows: $200,000 to Dr. Steven C. Quay, $73,800 to
Dr. Gordon C. Brandt, $56,280 to Dr. Paul H. Johnson, $100,000 to Gregory L. Weaver and $74,874 to
David E. Wormuth. Employee Stock Option Plans The Company maintains three compensation plans under which equity compensation awards may be
made to employees: the 2000 Plan, the 2002 Plan and the 2004 Plan (collectively herein, the
Employee Option Plans). Awards are granted under the Employee Option Plans based on a number of
factors, including (i) the executive officers or key employees position in the Company, (ii) his
or her performance and responsibilities, (iii) the extent to which he or she already holds an
equity stake in the Company, (iv) equity participation levels of comparable executives and key
employees at other companies in the compensation peer group and (v) individual contribution to the
success of the Companys financial performance. However, the Employee Option Plans do not provide
any formulated method for weighing these factors, and a decision to grant an award is based
primarily upon the evaluation by the Compensation Committee, in consultation with the Companys
chief executive officer, of the past as well as the future anticipated performance and
responsibilities of the individual in question. Historically, the Company, from time to time, has granted stock options and other stock awards
in order to provide certain executives with a competitive total compensation package and to reward
them for their contribution to the long-term price performance of the Companys Common Stock.
Grants of stock options and other stock awards are designed to align the executives interest with
that of the stockholders of the Company. In addition, to assist the Company in retaining employees
and encouraging them to seek long-term appreciation in the value of the Companys stock, awards
generally are not exercisable immediately upon grant, but instead vest over a specified period.
Accordingly, an employee must remain with the Company for a specified period to enjoy the full
economic benefit of an award. In 2004, the Compensation Committee approved equity compensation awards under the Companys
Employee Option Plans to executive officers of the Company as follows: (i) on April 14, 2004, David
E. Wormuth was granted options to purchase 25,000 shares of Common Stock at an exercise price of
$13.90 per share, which shall vest in three equal annual installments on each of the first three
anniversary dates of the grant, (ii) on June 9, 2004, Gregory L. Weaver was awarded 7,500 shares of
restricted Common Stock and granted options to purchase 7,500 shares of Common Stock at an exercise
price of $11.24 per share, which options and restricted shares shall vest in three equal annual
installments on each of the first three anniversary dates of the grant, and (iii) on June 9, 2004,
Timothy M. Duffy was awarded 15,000 shares of restricted Common Stock and granted options to
purchase 15,000 shares of Common Stock at an exercise price of $11.24 per share, which options and
restricted shares shall vest in three equal annual installments on each of the first three
anniversary dates of the grant. 401(k) Savings Plan The Company maintains a tax-qualified 401(k) savings and profit sharing plan for its eligible
employees (the 401(k) Plan). Employees who have attained the age of 21 and completed at least
three months and at least 250 hours of service with the Company are eligible to elect to defer up
to the lesser of $13,000 during calendar year 2004 ($14,000 during calendar year 2005) or 100% of
their base pay on a pre-tax basis. Participants age 50 and older may make additional pre-tax
contributions to the 401(k) Plan of up to $3,000 during calendar year 2004 ($4,000 during calendar
year 2005). The Company may make discretionary matching or profit sharing contributions to the
401(k) Plan on behalf of eligible participants in any plan year, as may be determined by the Board
of Directors. For calendar year 2004, the Board of Directors decided to match employee pre-tax
contributions of up to 6% of compensation at 25 cents for each dollar contributed by the employee.
Accordingly, the Company made discretionary matching contributions of $79,000 to the 401(k) Plan
for calendar year 2004, including matching contributions for executive officers as follows: $3,344
for Dr. Gordon C. Brandt, $500 for Dr. Paul H. Johnson, $2,909 for Gregory L. Weaver and $1,846 for
David E. Wormuth. Chief Executive Officer Compensation Dr. Steven C. Quay, the Chairman of the Board, President and Chief Executive Officer of the
Company, received a base salary during 2004 of $393,250 pursuant to terms and conditions of his
employment agreement entered into in August 2000, as amended and restated in May 2002. Dr. Quay
also was paid a cash bonus of $200,000 in recognition of services performed during fiscal 2004. Dr.
Quay received no fees for his service as a director of the Company during fiscal 2004. The
Compensation Committee recognizes Dr. Quays contributions to the Companys operations and attempts
to ensure that the President and Chief Executive Officers compensation is commensurate with the
compensation of chief executive officers of comparable corporations. The Board of Directors deemed
such bonus and Dr. Quays total compensation appropriate in light of his substantial contribution
to the Companys growth and success in 2004. Dr. Quays base compensation was increased to
$432,575 effective January 1, 2005. In addition, the - 76 -




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Company, through the Compensation Committee of the Board of Directors, is currently
negotiating a new employment agreement with Dr. Quay. COMPENSATION COMMITTEEJohn V. Pollock, ChairmanJ. Carter Beese, Jr.Myron Z. HolubiakDevin N. Wenig
 Compensation Committee Interlocks and Insider Participation The Companys Compensation Committee is currently composed of Directors Pollock, Beese,
Holubiak and Wenig. No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive officers serving
as a member of the Companys Board of Directors or Compensation Committee. Comparison of Stock Performance The following graph compares the cumulative total return on the Companys Common Stock with
the cumulative total return of the Nasdaq Composite Index and the Nasdaq Pharmaceutical Index for
the period beginning on January 1, 2000 and ending on December 31, 2004. The graph assumes an
investment of $100 on December 31, 1999 in the Companys Common Stock and in each of the indices,
and the reinvestment of all dividends, if any. The stockholder return shown on the graph below is
not necessarily indicative of future performance, and the Company will not make or endorse any
predictions as to future stockholder returns. (LINE GRAPH) 12/31/99
    
    
    
    12/31/00
    
    
    
    12/31/01
    
    
    
    12/31/02
    
    
    
    12/31/03
    
    
    
    12/31/04Nastech Pharmaceutical Company Inc.
    
    
    
    100.0
    
    
    
    
    207.1
    
    
    
    
    458.6
    
    
    
    
    253.0
    
    
    
    
    284.3
    
    
    
    
    358.0NASDAQ Stock Market Index (U.S.)
    
    
    
    100.0
    
    
    
    
    60.3
    
    
    
    
    47.8
    
    
    
    
    33.1
    
    
    
    
    49.4
    
    
    
    
    53.8NASDAQ Pharmaceutical Stocks Index
    
    
    
    100.0
    
    
    
    
    124.7
    
    
    
    
    106.3
    
    
    
    
    68.7
    
    
    
    
    100.7
    
    
    
    
    107.2
 - 77 -




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Beneficial Owners and Management Set forth below is certain information as of March 31, 2005 for (i) the members of the Board
of Directors, (ii) the executive officers of the Company and (iii) the directors and executive
officers of the Company as a group. Except as otherwise set forth below, there are no persons or
groups that are known by the Company to beneficially own more than 5% of the Companys outstanding
shares of Common Stock. Unless otherwise indicated, the business address of each person in the
table below is c/o Nastech Pharmaceutical Company Inc., 3450 Monte Villa Parkway, Bothell,
Washington 98021. CurrentFirst
    
    
    Term
    
    
    Number of
    
    
    Percent of SharesName and Position
    
    Age
    
    
    Elected
    
    
    Expires
    
    
    Shares(1)
    
    
    Outstanding (%)(1)Dr. Steven C. Quay,
Chairman of the Board,
President and Chief
Executive Officer (2)
    
    
    54
    
    
    
    2000
    
    
    
    2005
    
    
    
    1,793,940
    (7)
    
    
    9.5
    %Dr. Gordon C. Brandt,
Executive Vice
President Clinical
Research and Medical
Affairs
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    75,834
    (8)
    
    
    *Dr. Paul H. Johnson,
Senior Vice President, Research and Development and Chief Scientific Officer
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    34,000
    (9)
    
    
    *Gregory L. Weaver,
Chief Financial Officer and Secretary
    
    
    49
    
    
    
    
    
    
    
    
    
    
    
    141,834
    (10)
    
    
    *David E. Wormuth,
Senior Vice President,
Operations
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    94,168
    (11)
    
    
    *Timothy M. Duffy, Vice
President, Marketing
and Business
Development
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    15,000
    (12)
    
    
    *J. Carter Beese, Jr.,
Director (3)(4)(5)
    
    
    48
    
    
    
    2003
    
    
    
    2005
    
    
    
    61,000
    (13)
    
    
    *Dr. Ian R. Ferrier,
Director
    
    
    62
    
    
    
    1995
    
    
    
    2005
    
    
    
    16,000
    (14)
    
    
    *Myron Z. Holubiak,
Director (5)
    
    
    58
    
    
    
    2004
    
    
    
    2005
    
    
    
    30,000
    (15)
    
    
    *Leslie D. Michelson,
Director (3)
    
    
    54
    
    
    
    2004
    
    
    
    2005
    
    
    
    36,500
    (16)
    
    
    *John V. Pollock,
Director (3)(4)(5)
    
    
    66
    
    
    
    1993
    
    
    
    2005
    
    
    
    104,333
    (17)
    
    
    *Gerald T. Stanewick,
Director (6)
    
    
    58
    
    
    
    2004
    
    
    
    2005
    
    
    
    178,668
    (18)
    
    
    *Bruce R. Thaw,
Director
    
    
    52
    
    
    
    1991
    
    
    
    2005
    
    
    
    229,541
    (19)
    
    
    1.3
    %Devin N. Wenig,
Director (3)(4)(5)
    
    
    38
    
    
    
    1991
    
    
    
    2005
    
    
    
    416,987
    (20)
    
    
    2.3
    %All directors and
executive officers as
a group
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,227,805
    (21)
    
    
    16.4
    %
   *
    
    Beneficial Ownership of less than 1.0% is omitted. - 78 -




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(1)
    
    Except as otherwise noted below, includes all outstanding shares of Common Stock, shares of
Common Stock underlying vested options or vested warrants, and all outstanding restricted
shares of Common Stock (both vested and unvested), that are owned beneficially by the
individual listed with sole voting and/or investment power. All references to vested
options or vested warrants shall include all such options or warrants that are exercisable
as of March 31, 2005, as well as those options or warrants that will become exercisable within
60 days of March 31, 2005.(2)
    
    Pursuant to the terms and conditions of Dr. Quays amended and restated employment agreement
with the Company, the Company has agreed, for the term of Dr. Quays employment with the
Company, that the Company will nominate Dr. Quay and a designee of his choice, each for
successive terms as a member of the Board of Directors. The Company has nominated Gerald T.
Stanewick as Dr. Quays designee for election to the Board of Directors. See Certain
Relationships and Related Transactions  Contractual Arrangements.(3)
    
    Member of the Audit Committee of the Board of Directors.(4)
    
    Member of the Nominating Committee of the Board of Directors.(5)
    
    Member of the Compensation Committee of the Board of Directors.(6)
    
    The Company has nominated Gerald T. Stanewick as Dr. Quays designee for election to the
Board of Directors. See Certain Relationships and Related Transactions  Contractual
Arrangements.(7)
    
    Includes vested options to purchase 1,006,719 shares of Common Stock and 193,281 shares of
Common Stock directly beneficially owned by Dr. Quay. Also includes 593,940 shares held by
K-Quay Enterprises LLC, of which Dr. Quay is a beneficial owner. Does not include unvested
options to purchase 200,000 shares of Common Stock that will vest on August 8, 2005 and
options to purchase 100,000 shares of Common Stock which will vest on January 1, 2006, if and
only if, on or before December 31, 2005, the Company and Dr. Quay agree in writing upon terms
for Dr. Quays continued service as President and Chief Executive Officer of the Company until
at least December 31, 2007.(8)
    
    Includes vested options to purchase 68,334 shares of Common Stock and 7,500 unvested
restricted shares of Common Stock.(9)
    
    Includes vested options to purchase 30,000 shares of Common Stock and 4,000 unvested
restricted shares of Common Stock.(10)
    
    Includes vested options to purchase 133,334 shares of Common Stock and 7,500 unvested
restricted shares of Common Stock.(11)
    
    Includes vested options to purchase 94,168 shares of Common Stock.(12)
    
    Includes 15,000 unvested restricted shares of Common Stock.(13)
    
    Includes vested options to purchase 58,000 shares of Common Stock and 3,000 unvested
restricted shares of Common Stock.(14)
    
    Includes vested options to purchase 13,000 shares of Common Stock and 3,000 unvested
restricted shares of Common Stock.(15)
    
    Includes vested options to purchase 15,000 shares of Common Stock and 15,000 unvested
restricted shares of Common Stock.(16)
    
    Includes vested options to purchase 15,000 shares of Common Stock and 16,500 unvested
restricted shares of Common Stock.(17)
    
    Includes vested options to purchase 88,000 shares of Common Stock and 3,000 unvested
restricted shares of Common Stock.(18)
    
    Includes vested options to purchase 15,000 shares of Common Stock, vested warrants to
purchase 10,256 shares of Common Stock and 15,000 unvested restricted shares of Common Stock.
Also includes 57,500 shares of Common Stock held by Mr. Stanewicks spouse.(19)
    
    Includes vested options to purchase 128,500 shares of Common Stock and 3,000 unvested
restricted shares of Common Stock.(20)
    
    Includes vested options to purchase 48,000 shares of Common Stock and 3,000 unvested
restricted shares of Common Stock. - 79 -




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(21)
    
    Includes vested options to purchase 1,713,055 shares of Common Stock, vested warrants to
purchase 10,256 shares of Common Stock, and 95,500 unvested restricted shares of Common Stock. Equity Compensation Plan Information The following chart provides aggregate information as of December 31, 2004 about Common Stock
that may be issued (i) upon the exercise of options under all of the Companys equity compensation
plans, including the Nastech Pharmaceutical Company Inc. 1990 Stock Option Plan (the 1990 Plan),
the 2000 Plan, the 2002 Plan and the 2004 Plan, and (ii) upon the exercise of options granted to
certain executive officers as inducement awards made pursuant to such officers employment
agreements, which shares are covered by a Registration Statement on Form S-8. (a)
    
    
    (b)
    
    
    (c)Number of securitiesremaining available forfuture issuance underequity compensationNumber of securities
    
    
    Weighted-average
    
    
    plans (excludingto be issued upon exercise
    
    
    exercise price of
    
    
    securities reflected inof outstanding options
    
    
    outstanding options
    
    
    column (a)Equity compensation
plans approved by
security holders
    
    
    
    1,623,000
    (1)
    
    
    $
    11.82
    
    
    
    
    491,880Equity compensation
plansnot approved
by security holders
    
    
    
    1,136,252
    (2)
    
    
    $
    10.71
    
    
    
    
    126,990Total
    
    
    
    2,759,252
    
    
    
    $
    11.36
    
    
    
    
    618,870
   (1)
    
    Consists of 260,500 shares of Common Stock underlying awards made pursuant to the 1990 Plan
and 1,362,500 shares of Common Stock underlying awards made pursuant to the 2002 Plan. The
Board of Directors has delegated authority to the Compensation Committee to serve as
administrator of the 1990 Plan, the 2002 Plan and the 2004 Plan.(2)
    
    Consists of 664,533 shares of Common Stock underlying awards made pursuant to the 2000 Plan,
and 471,719 shares of Common Stock underlying options awarded to Dr. Steven C. Quay and
Gregory L. Weaver as an inducement to enter into their respective employment agreements with
the Company in August 2000 and May 2002, respectively. Under the 2000 Plan, the Company is
authorized to grant non-qualified stock options to purchase a maximum of 1,000,000 shares of
Common Stock (subject to adjustment in the event of stock splits, stock dividends,
recapitalization and other capital adjustments) to the Companys employees, officers,
directors and consultants. The Board of Directors has delegated authority to the Compensation
Committee to serve as administrator of the 2000 Plan. The Compensation Committee has
discretion as to the persons to be granted options, the number of shares subject to the
options and the vesting schedules of the options. The 2000 Plan also provides that options
shall be exercisable during a period of no more than ten years from the date of grant, and
that the option exercise price shall be at least equal to 100% of the fair market value of the
Common Stock on the date of grant. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain directors and executive officers of the Company (or members of their immediate
families or related trusts) had direct or indirect interests in certain transactions involving the
Company in the last fiscal year as set forth below. In accordance with applicable Nasdaq rules and
the Companys Code of Business Conduct and Ethics applicable to all directors, officers and
employees of the Company, all related party transactions were reviewed and approved by the Audit
Committee of the Board of Directors. In October 2003, the Company entered into a consulting agreement with Dr. Ian Ferrier, a
member of the Board of Directors, for the purpose of advising the company on its strategic
planning. Under the agreement, Dr. Ferrier was paid $60,000 in 2004. The agreement terminated on
April 30, 2004. In October 2004, the Company entered into a consulting agreement with an entity
associated with Dr. Ferrier, for meeting planning services under which the entity was paid $25,000
in 2004. The services were completed in 2004 and the Company has no further obligations under the
agreement. - 80 -




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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Independent Registered Public Accountant Services and Fees KPMG LLP served as the Companys independent registered public accountants for the year ended
December 31, 2004 and has been the Companys independent registered public accountants for each
completed fiscal year beginning with the year ended December 31, 1996. Total fees billed to the
Company by KPMG LLP for the years ended December 31, 2004 and 2003 were $264,000 and $159,296,
respectively, and were comprised of the following: Audit Fees. The aggregate fees billed for professional services rendered in connection with
(i) the audit of the Companys annual financial statements, (ii) the review of the financial
statements included in the Companys Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, (iii) consents and comfort letters issued in connection with equity
offerings and (iv) services provided in connection with statutory and regulatory filings or
engagements were $245,000 for the year ended December 31, 2004 and $139,296 for the year ended
December 31, 2003. Audit-Related Fees. The Company did not incur any audit-related fees for the years ended
December 31, 2004 and December 31, 2003. Tax Fees. The aggregate fees billed for professional services rendered in connection with tax
compliance, tax planning and federal and state tax advice were $19,000 for the year ended December
31, 2004 and $20,000 for the year ended December 31, 2003. All Other Fees. The Company did not incur any other fees for the years ended December 31, 2004
and December 31, 2003. Pre-Approval Policies and Procedures Pursuant to its charter, the Audit Committee has the sole authority to appoint or replace the
Companys independent registered public accountants (subject, if applicable, to stockholder
ratification). The Audit Committee is directly responsible for the compensation and oversight of
the work of the independent registered public accountants (including resolution of disagreements
between management and the independent registered public accountants regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. The independent registered
public accountants are engaged by, and report directly to, the Audit Committee. The Audit Committee pre-approves all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its independent
registered public accountants, subject to the de minimisexceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act and SEC Rule 2-01(c)(7)(i)(C) of Regulation
S-X, provided that all such excepted services are subsequently approved by the Audit Committee
prior to the completion of the audit. In the event pre-approval for such auditing services and
permitted non-audit services cannot be obtained as a result of inherent time constraints in the
matter for which such services are required, the Chairman of the Audit Committee has been granted
the authority to pre-approve such services, provided that the estimated cost of such services on
each such occasion does not exceed $15,000, and the Chairman of the Audit Committee reports for
ratification such pre-approval to the Audit Committee at its next scheduled meeting. The Audit
Committee has complied with the procedures set forth above, and has otherwise complied with the
provisions of its charter. - 81 -




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PART IV 
 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1)Financial Statements and Financial Statement Schedule The financial statements and schedule listed in the Index to Financial Statements are filed as part
of this Form 10-K/A. (a)(3) Exhibits The exhibits required by this item are set forth on the Exhibit Index attached hereto. - 82 -




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bothell, State of
Washington, on April 29, 2005. NASTECH PHARMACEUTICAL COMPANY INC.By: /s/ Steven C. QuaySteven C. Quay, M.D., Ph.D.Chairman of the Board, President and Chief Executive Officer
 - 83 -




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EXHIBIT INDEX ExhibitNo.
    
    Description1.1
    
    Underwriting Agreement dated
December 8, 2004, by and among
Nastech Pharmaceutical Company
Inc. and Citigroup Global Markets
Inc., Needham & Company, Inc., WR
Hambrecht + Co., LLC and Delafield
Hambrecht, Inc. for themselves and
as representatives of the
underwriters (filed as Exhibit 1.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004
filed with the Securities and Exchange Commission on March 8, 2005, and incorporated herein by reference).2.1
    
    Agreement and Plan of
Reorganization, dated August 8,
2000, among the Company, Atossa
Acquisition Corporation, a
Delaware corporation and
wholly-owned subsidiary of the
Company, and Atossa HealthCare,
Inc. (filed as Exhibit 2.1 to the
Companys Current Report on Form
8-K dated August 8, 2000, and
incorporated herein by reference).2.2
    
    Asset Purchase Agreement, dated
September 30, 2002, with Schwarz
Pharma, Inc. (filed as Exhibit 2.1
to the Companys Current Report on
Form 8-Kdated September 30, 2002
and incorporated herein by
reference).3.1
    
    Certificate of Incorporation of
the Company dated September 20,
1983 (filed as Exhibit 3.1 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.2
    
    Certificate of Amendment to the
Certificate of Incorporation of
the Company dated November 30,
1989 (filed as Exhibit 3.2 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.3
    
    Certificate of Amendment to the
Certificate of Incorporation of
the Company dated November 8, 1993
(filed as Exhibit 3.3 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.4
    
    Certificate of Amendment to the
Certificate of Incorporation of
the Company dated December 30,
1996 (filed as Exhibit 3.4 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.5
    
    Certificate of Amendment to the
Certificate of Incorporation of
the Company dated August 15, 1999
(filed as Exhibit 3.5 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.6
    
    Certificate of Designation of
Rights, Terms and Preferences of
Series A Junior Participating
Preferred Stock of the Company
dated March 2, 2000 (filed as
Exhibit A to our Current Report on
Form 8-K dated February 22, 2000
and incorporated herein by
reference).3.7
    
    Certificate of Correction to a
Certificate of Amendment to the
Certificate of Incorporation of
the Company dated July 28, 2004
(filed as Exhibit 3.7 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.8
    
    Certificate of Correction to a
Certificate of Amendment to the
Certificate of Incorporation of
the Company dated July 28, 2004
(filed as Exhibit 3.8 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.9
    
    Certificate of Correction to a
Certificate of Amendment to the
Certificate of Incorporation of
the Company dated July 28, 2004
(filed as Exhibit 3.9 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).3.10
    
    Amended and Restated Bylaws of the
Company dated August 11, 2004
(filed as Exhibit 3.10 to our
Registration Statement on Form
S-3, File No. 333-119429, and
incorporated herein by reference).
 - 84 -




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ExhibitNo.
    
    Description4.1
    
    Investment Agreement, dated as of
February 1, 2002, by and between
the Company and Pharmacia & Upjohn
Company (filed as Exhibit 4.1 to
the Company Current Report on Form
8-K dated February 1, 2002 and
incorporated herein by reference).4.2
    
    Rights Agreement, dated February
22, 2000, between the Company and
American Stock Transfer & Trust
Company as Rights Agent (filed as
Exhibit 1 to our Current Report on
Form 8-K dated February 22, 2000
and incorporated herein by
reference).4.3
    
    Securities Purchase Agreement
dated as of June 25, 2004 (filed
as Exhibit 99.2 to our Current
Report on Form 8-K dated June 25,
2004 and incorporated herein by
reference).4.4
    
    Form of Warrant (filed as Exhibit
99.3 to the Companys Current
Report on Form 8-K dated June 25,
2004 and incorporated herein by
reference).10.1
    
    Lease for facilities at 45 Davids
Drive, Hauppauge, NY (filed as
Exhibit 10B to the Companys
Annual Report on Form 10-KSB for
the year ended June 30, 1995 and
incorporated herein by reference).10.2
    
    Lease Agreement, dated April 23, 2002, with Phase 3 Science Center LLC,
Ahwatukee Hills Investors LLC and J. Alexanders LLC (filed as Exhibit
10.26 to the Companys Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 2002 and incorporated herein by reference).10.3
    
    Amended and Restated Employment Agreement, dated May 2, 2002, with Steve C.
Quay, M.D., Ph.D. (filed as Exhibit 10.27 to the Companys Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 2002 and incorporated herein
by reference).10.4
    
    Employment Agreement with Gregory L. Weaver, dated April 30, 2002 (filed as
Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2002 and incorporated herein by reference).10.5
    
    Change-in-Control Severance Agreement with Gregory L. Weaver, dated July
31, 2002 (filed as Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q for the Quarter Ended September 30, 2002 and incorporated herein by
reference).10.6
    
    Nastech Pharmaceutical Company Inc. 1990 Stock Option Plan (filed as
Exhibit 4.2 to the Companys Registration Statement on Form S-8, File No.
333-28785, and incorporated herein by reference).10.7
    
    Amended and Restated Nastech Pharmaceutical Company Inc. 2000 Nonqualified
Stock Option Plan (filed as Exhibit 4.4 to the Companys Registration
Statement on Form S-8, File No. 333-49514, and incorporated herein by
reference).10.8
    
    Nastech Pharmaceutical Company Inc. 2002 Stock Option Plan (filed as
Exhibit 10.28 to the Companys Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2002 and incorporated herein by reference).10.9
    
    Nastech Pharmaceutical Company Inc. 2004 Incentive Stock Plan (filed as
Exhibit 99 to the Companys Registration Statement on Form S-8, File No.
333-118206, and incorporated herein by reference).10.10
    
    Termination and Mutual Release Agreement, dated September 30, 2002, with
Schwarz Pharma, Inc. (Filed as Exhibit 10.3 to the Companys Current Report
on Form 8-K dated September 30, 2002 and incorporated herein by reference).10.11
    
    Divestiture Agreement, dated January 24, 2003, with Pharmacia & Upjohn
Company (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
dated January 24, 2003 and
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ExhibitNo.
    
    Descriptionincorporated herein by reference).10.12
    
    Stock option agreement with Gregory L. Weaver (filed as Exhibit 10.25 to
the Companys Annual Report on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference).10.13
    
    Asset Purchase Agreement, dated June 16, 2003, by and between the Company
and Questcor Pharmaceuticals, Inc. (filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K dated June 17, 2003 and incorporated herein by
reference).10.14
    
    First Amendment dated June 17, 2003, to Lease Agreement dated April 23,
2002, with Phase 3 Science Center LLC, Ahwatukee Hills Investors LLC and J.
Alexanders LLC (filed as Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q for the Quarter ended June 30, 2003 and incorporated herein by
reference).10.15
    
    Form of Purchase Agreement (filed as Exhibit 99.2 to the Companys Current
Report on Form 8-K dated September 4, 2003 and incorporated herein by
reference).10.16
    
    Form of Warrant (filed as Exhibit 99.3 to the Companys Current Report on
Form 8-K dated September 4, 2003, and incorporated herein by reference).10.17
    
    Revolving Line of Credit Agreement with Wells Fargo Bank, dated December
19, 2003 (filed as Exhibit 10.20 to the Companys Annual Report on Form
10-K for the year ended December 31, 2003 and incorporated herein by
reference).10.18
    
    Addendum to Promissory Note with Wells Fargo Bank, dated January 20, 2004
(filed as Exhibit 10.21 to the Companys Annual Report on Form 10-K for the
year ended December 31, 2003 and incorporated herein by reference).10.19
    
    Security Agreement Securities Account with Wells Fargo Bank, dated December
19, 2003 (filed as Exhibit 10.22 to the Companys Annual Report on Form
10-K for the year ended December 31, 2003 and incorporated herein by
reference).10.20
    
    Addendum to Security Agreement: Securities Account with Wells Fargo Bank,
dated December 19, 2003 (filed as Exhibit 10.23 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2003 and incorporated
herein by reference).10.21
    
    Second Amendment, dated February 4, 2004, to Lease Agreement dated April
23, 2002, with Phase 3 Science Center LLC, Ahwatukee Hills Investors LLC
and J. Alexanders LLC (filed as Exhibit 10.24 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2003 and incorporated
herein by reference).10.22
    
    Exclusive Development, Commercialization and License Agreement by and
between Merck & Co., Inc. and the Company effective as of September 24,
2004 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
dated September 24, 2004 and incorporated herein by reference). (1)10.23
    
    Supply Agreement by and between the Company and Merck & Co., Inc. effective
as of September 24, 2004 (filed as Exhibit 10.2 to the Companys Current
Report on Form 8-K dated September 24, 2004 and incorporated herein by
reference). (1)10.24
    
    Revolving Line of Credit Agreement with Wells Fargo Bank, dated October 20,
2004 (filed as Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004 and incorporated herein
by  reference).10.25
    
    License and Supply Agreement by and between Par Pharmaceutical, Inc. and
Nastech Pharmaceutical Company Inc. effective as of October 22, 2004 (filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K dated October
22, 2004 and incorporated herein by
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ExhibitNo.
    
    Descriptionreference). (1)10.26
    
    Restricted Stock Grant Agreement effective January 21, 2005 by and between
Nastech Pharmaceutical Company Inc. and Mr. Gordon Brandt, M.D. (filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K dated January 21,
2005 and incorporated herein by reference).10.27
    
    Stock Option Agreement dated as of January 21, 2005 between Nastech
Pharmaceutical Company Inc. and Mr. Gordon Brandt, M.D. (filed as Exhibit
10.2 to the Companys Current Report on Form 8-K dated January 21, 2005 and
incorporated herein by reference).10.28
    
    Restricted Stock Grant Agreement effective January 21, 2005 by and between
Nastech Pharmaceutical Company Inc. and Mr. Paul H. Johnson, Ph.D. (filed
as Exhibit 10.3 to the Companys Current Report on Form 8-K dated January
21, 2005 and incorporated herein by reference).10.29
    
    Stock Option Agreement dated as of January 21, 2005 between Nastech
Pharmaceutical Company Inc. and Mr. Paul H. Johnson, Ph.D. (filed as
Exhibit 10.4 to the Companys Current Report on Form 8-K dated January 21,
2005 and incorporated herein by reference).23.1
    
    Consent of KPMG LLP, independent
registered public accounting firm. (2)31.1
    
    Certification of the Companys
Chairman of the Board, President and Chief Executive Officer pursuant to Rules 13a14 and 15d-14 under the
Securities Exchange Act of 1934, as amended. (2)31.2
    
    Certification of the Companys Chief Financial Officer pursuant to Rules
13a14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
(2)32.1
    
    Certification of the Companys
Chairman of the Board, President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)32.2
    
    Certification of the Companys Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (2)
 (1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, amended, and the omitted material has been
separately filed with the Securities and Exchange Commission. (2) Filed Herewith. - 87 -