<PAGE>   1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
[FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                     OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
[NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM      TO

                       COMMISSION FILE NUMBER 33-90516

                               NEOPHARM, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                            51-0327886
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

                             100 CORPORATE NORTH
                                  SUITE 215
                         BANNOCKBURN, ILLINOIS 60015
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                               (847) 295-8678
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                      COMMON STOCK, $.0002145 PAR VALUE
                      ---------------------------------
                              (Title of class)

      WARRANTS TO PURCHASE SHARES OF COMMON STOCK, $.0002145 PAR VALUE
      ----------------------------------------------------------------
                              (Title of class)

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 X  No .

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 [ ].

The aggregate market value of the Registrant's common stock held by
non-affiliates (affiliates being, for these purposes only, directors, executive
officers and holders of 5% of the registrant's stock) of the registrant, par
value $.0002145 per share, (based on the closing price of such shares on the
American Stock Exchange on March



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16, 1998) was $16,178,211. As of March 16, 1998 there were 8,195,810 shares of
Common Stock outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement (the "Proxy Statement") to be used
in connection with the Registrant's 1998 Annual Meeting of Stockholders, which
Proxy Statement will be filed under the Securities Exchange Act of 1934 within
120 days of the Registrant's fiscal year ended December 31, 1997, are
incorporated by reference to Part III of this Annual Report on Form 10-K.




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                         FORM 10-K TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART I                                                                     PAGE
                                                                           ----
<S>       <C>                                                               <C>
Item 1.   Business                                                           4
Item 2.   Properties                                                        14
Item 3.   Legal Proceedings                                                 14
Item 4.   Submission of Matters to a Vote of Security Holders               14

PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters                                                           15
Item 6.   Selected Financial Data                                           16
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                             17
Item 8.   Financial Statements and Supplemental Data                        19
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosures                                         19
PART III

Item 10.  Directors and Executive Officers of the Registrant                20
Item 11.  Executive Compensation                                            21
Item 12.  Security Ownership of Certain Beneficial Owners and Management    21
Item 13.  Certain Relationships and Related Transactions                    21

PART IV

Item 14.  Exhibits and Financial Statement Schedules.                       22
          Signatures                                                        24

</TABLE>




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                                   PART I

                              ITEM 1. BUSINESS

THE COMPANY

     NeoPharm is a pharmaceutical company engaged in the research and
development of drugs for the diagnosis and treatment of various forms of
cancer.  Presently the Company has several drugs which are in varying stages of
development: BUdR (Broxuridine), liposome encapsulated doxorubicin ("LED"),
liposome encapsulated paclitaxel ("LEP"), liposome encapsulated vincristine
("LEVCR"), liposome encapsulated antisense oligodeoxynucleotides ("LE-AON" and
with LED, LEP and LEVCR the "Liposome Products") and IL-13 chimeric protein
(IL13-PE38QQR) ("IL-13").  See "Products" below.

     The Company's BUdR development stage product is the subject of a
Cooperative Research and Development Agreement ("CRADA") with the National
Cancer Institute ("NCI"), the Company's IL-13 development stage product is the
subject of a CRADA with the Food and Drug Administration ("FDA") and the
Company's development stage Liposome Products are subject to a license and
sponsored research agreement with Georgetown University.  See "Research and
Development, Collaborative Relationships and Licenses" below.

     To date, the Company has been engaged primarily in research and
development of its developmental stage products.  The Company has developed
relationships with established pharmaceutical manufacturers for production of
BUdR.  The Company currently has no marketing or sales staff and has conducted
its activities through consultants and at university research facilities.  The
Company will need to hire additional personnel and gain access to marketing and
sales resources in order to continue the development and commercialization of
its products.  See "Marketing and Sales" below.

     NeoPharm, Inc. was incorporated in Delaware under the name OncoMed, Inc.
in June 1990, and changed its name to NeoPharm, Inc. in March, 1995.  The
Company's principal offices are located at 100 Corporate North, Suite 215,
Bannockburn, Illinois 60015, and its telephone number is (847) 295-8678.

NEOPHARM PRODUCTS

     General.  The Company's primary area of product development is in the
prognosis of cancer with the emphasis on BUdR and with cancer treatment using
its proprietary Liposome Products and the IL-13 chimeric protein.  The Company
is developing liposome encapsulated chemotherapeutic agents, including LED,
LEP, LEVCR and LE-AON.  Recently, the Company announced collaboration regarding
IL-13 with the FDA and the NIH to develop these molecules as cancer therapeutic
agents for a variety of indications.  All of the drugs currently being
developed by the Company will require approval by the FDA, and possibly other
regulatory approvals, before they can be sold commercially in the United
States.  See "Government Regulation" below.

     The table below sets forth the Company's principal drugs under
development, the primary indications for these drugs and the development status
for each drug.


                      NEOPHARM DRUG DEVELOPMENT SUMMARY


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<TABLE>
<CAPTION>


PRODUCTS                   POTENTIAL CANCER INDICATION          CLINICAL STATUS
--------                   ---------------------------          ---------------
<S>                             <C>                             <C>
LIPOSOME PRODUCTS

LED                             Varied Indications              Phase I
LED                             Prostate                        Phase I
LED                             Kaposi's Sarcoma                Preclinical
LED                             Hematological                   Preclinical
LEVCR                           Hematological, Colon            Preclinical
LEP                             Breast, Ovary, Lung             Preclinical
LE-AON                          Lung, Head and Neck             Preclinical

IL-13 CHIMERIC PROTEIN          Renal Cell                      Preclinical
                                Glioblastoma                    Preclinical

BUdR PROGNOSTIC PRODUCT         Prognostic                      NDA Submitted

</TABLE>


     There can be no assurance that any of the Company's products will receive
necessary regulatory approvals, be successfully commercialized and achieve
market acceptance, or that any products commercialized by the Company will not
be rendered obsolete by other developments in the field of cancer treatment. In
addition, continued development of the Company's products will require the
Company to obtain additional sources of capital and there can be no assurance
that such capital will be available when needed or on terms acceptable to the
Company.

     Liposome Products.  The Company's Liposome Products consist of spheres of
subcellular size composed primarily of phospholids, certain of which are the
primary components of living cell membranes, and can be made to contain and
deliver drugs.  This membrane encapsulation feature of liposomes enables the
entrapped drug to be circulated in the bloodstream in higher concentrations for
longer periods of time than the free drug.  When certain drugs, including
chemotherapeutic agents, are administered in conjunction with liposomes, they
have been shown to produce fewer and less severe local and systemic side
effects.  Although liposomes have been investigated and used for many years as
drug delivery systems, the  difficulty in producing liposomes on a large scale,
as well as the limited shelf life of many liposomes, have limited their use in
clinical settings.

     The Company's LED is currently under two Phase I trials.  The Company
expects to start Phase II trials in hormone refractory prostate cancer patients
during 1998. These Phase II trials will be conducted in several cancer centers
in the United States.  In addition, the Company is planning a multi-center
Phase II trial of LED in breast cancer patients who have failed most of the
chemotherapy protocols and to appreciate the capacity of LED in overcoming MDR
in those patients.  The Company has also completed preclinical studies on LEP
and is in the process of conducting the preliminary work needed for product
scale-up to start the clinical evaluation.  It is expected that the Phase I
trials of LED will start in the second quarter of 1998. See "Government
Regulation", below.

     IL-13 Chimeric Protein.  In October 1997, the Company entered into an
exclusive worldwide licensing agreement with the FDA and the NIH to develop and
commercialize a chimeric human protein known as "IL13-PE38QQR."  This is the
fusion of receptor-binding with a derivative of Pseudomonas exotoxin (PE38QQR).
The Company also entered into a CRADA with the FDA for the clinical and
commercial development of the IL-13 chimeric protein as an anticancer agent.
See "Research and Development, Collaborative Relationships and Licenses" below.

     Extensive research by the scientists at FDA and NCI have demonstrated that
some solid human tumors such as kidney cancer (renal cell carcinoma), brain
cancer


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(glioblastoma), Kaposi's sarcoma and breast carcinoma express high numbers
of IL-13 receptors on their cell surfaces.  These receptors sites become a
specific target for the IL-13 chimeric protein for inducing cytotoxicity at
nanogram concentration. On the other hand, normal organs of the body are shown
to exhibit minimal receptors sites thereby sparing these organs from any toxic
effect.  The Company expects to scale up the production of this chimeric
protein to complete preclinical studies in the second quarter of 1998 to be
followed later in the year by Phase I clinical program in humans with renal
cell carcinoma and glioblastoma.

     BUdR product. Clinical trials involving prognostic use of BUdR have
indicated that the information regarding tumor cell behavior provided by BUdR
can assist the oncologist in selecting appropriate therapeutic regimens for the
patients and enable better monitoring of the effectiveness of the chosen
therapy.

     In December 1996, the Company filed an NDA with the FDA for BUdR as a
prognostic agent in the treatment of breast cancer.  The Company's NDA as it
relates to BUdR as a prognostic indication in the treatment of breast cancer
was accepted for review by the FDA and was reviewed by the FDA's Oncology
Advisory Committee ("ODAC") on December 19, 1997, at which time ODAC voted not
to recommend this indication to the FDA for approval.  Since the ODAC action,
the Company has met with the FDA to respond to concerns raised by ODAC for the
purpose of continuing to pursue FDA approval.  Based on these discussions the
Company is gathering additional data and reanalyzing the existing data in order
to obtain the FDA's approval of the Company's NDA.  The original NDA was filed
in December, 1996.  The application has already been extended once and the
Company anticipates being notified on or after March 31, 1998 that the time for
processing the original application has expired.  In order for the Company to
continue to pursue approval of its NDA for use of BUdR as a prognostic
indicator, it will be necessary to submit additional information to support the
NDA.

     In May 1997, the Company entered into a collaboration agreement with
BioChem Therapeutics, Inc., the wholly owned subsidiary of BioChem Pharma,
under which BioChem Pharma will develop, market and distribute BUdR in Canada
after receipt of approval from the Canadian Health Protection Branch ("HPB") of
BUdR for certain specific uses, the applications for which will be submitted by
BioChem Pharma.

RESEARCH AND DEVELOPMENT, COLLABORATIVE RELATIONSHIPS AND LICENSES

     Research and Development.  During the three year period ended December 31,
1997, the Company has expended the following amounts on research and
development: $1,412,000 for the fiscal year ended December 31, 1997,
$1,100,000 for the fiscal year ended December 31, 1996 and $1,069,000 for the
fiscal year ended December 31, 1995.  It is anticipated that additional
research and development will be required beyond 1998 and will necessitate the
Company's obtaining additional capital.

     Collaborative Relationships and Licenses.  The Company has entered into a
CRADA with the NCI, a CRADA with the FDA, a licensing agreement with the NIH
and has licensed certain technology relating to its Liposome Products from
Georgetown University.  The principal terms of the foregoing agreements and the
license are as follows:

     NCI CRADA.  In 1992 the Company entered into a CRADA with the NCI.  Under
the terms of the NCI CRADA, the Company has exclusive right to the data
generated with respect to BUdR and IUdR (Idoxuridine) by NCI for certain
indications contained in the CRADA including tumors mestastic to the brain,
astrocytomas, gastrointestinal cancers, colon cancer, pancreatic cancer, lung
cancer, soft tissue sarcomas, head and neck cancer and leukemia.  The CRADA
provides that the Company may sponsor and help support clinical studies, pay
for the cost of producing BUdR and IUdR used in clinical trials and, to the
extent supported by clinical results, file appropriate NDAs with the FDA.  By
mutual agreement, the term of the CRADA has been extended


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through September 14, 1998, although the CRADA may be terminated by either
party without cause upon 60 days notice; provided that in the event of such
termination all clinical trials and protocols that have been scheduled,
initiated, or otherwise included under the CRADA prior to the notification of
termination are to be completed unless otherwise mutually agreed and all
provisions of the CRADA would continue in effect for such clinical trials and
protocols.  Although BUdR and IUdR are not covered by patents or patent
applications, the Company believes that its exclusive access to the clinical
data collected by NCI and its investigators and its other rights under the
CRADA represent a significant competitive advantage for the Company in the
development and eventual commercialization of BUdR and IUdR.  There can be no
assurance that the CRADA will remain in effect or that the collaboration
provided for in the CRADA will be successfully completed.

     FDA CRADA.  The Company entered into a CRADA with the FDA in October 1997
covering IL-13.  Pursuant to the CRADA, the Company has committed to
commercialize the IL-13 chimeric protein product which it licensed from the NIH
and FDA.  The FDA has agreed to collaborate on the clinical development and
commercialization of the licensed product.

     The Company is committed to pay $100,000 per year for the reasonable and
necessary expenses incurred by the FDA in carrying out the FDA's
responsibilities under the CRADA.  The CRADA has a term of four years.  During
1997, the Company expensed $100,000 on research and development costs.  The
term of the FDA CRADA runs to August 27, 1997.

     NIH Licensing Agreement.  The Company has entered into an exclusive
worldwide licensing agreement with the NIH and the FDA to develop and
commercialize an IL-13 chimeric protein therapy.  The NIH License required a
$75,000 non-refundable license issue payment and minimum annual royalty
payments of $10,000, which increase to $25,000 after the first commercial sale.
The license agreement also provides for milestone payments and royalties based
on future product sales.  The Company is required to pay the costs of filing
and maintaining product patents on the licensed products.

     Georgetown University Agreements.  The Company previously entered into
license and sponsored research agreements with Georgetown University relating
to LED, LEP, LEVCR and LE-AON.  Under the agreements with Georgetown, and in
return for the sponsorship of supportive research, the Company has exclusive
licenses to manufacture and sell LED, LEP, LEVCR and LE-AON.  The Company will
also be obligated to pay Georgetown royalties on commercial sales of the
Liposome Products.  In addition, the Company will be obligated to make certain
advance royalty payments to Georgetown, which payments will be credited against
future royalties payable under the Company's agreements with Georgetown.  The
licenses are generally not terminable by Georgetown, except in the event of a
default by the Company.  Any such default and resulting termination of the
licenses would be materially adverse to the Company's liposome program, could
require curtailment or termination of such program and could therefore have a
material adverse effect on the Company's business, financial condition and
results of operations.  Dr. Aquilur Rahman, Chief Scientific Officer of the
Company, is an Adjunct Professor of Radiology at Georgetown.

MARKETING AND SALES

     The treatment of cancer is a highly specialized activity in which the
treating oncologists tend to be concentrated in major medical centers. The
Company's marketing strategy is designed to enable the Company to operate with
a relatively small direct sales force in the United States. As products receive
regulatory approval, the Company plans to develop a sales force of modest size
to service the over 3,500 practicing oncologists in the United States.

     In May 1997, Neopharm entered into a collaboration agreement with BioChem
Pharma, under which BioChem Pharma will develop, market and distribute BUdR in
Canada after receipt of approval from the Canadian Health Protection Branch
("HPB")


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of BUdR for certain specific uses, the applications for which will be
submitted by BioChem Pharma.  The Company intends to continue to seek
collaborative agreements with other companies to market its products elsewhere
in the world.

     The marketing and sale of the Company's BUdR product will be subject to
certain requirements imposed pursuant to the CRADA. These include requirements
that the products not be sold at prices that may be deemed to be excessive.

MANUFACTURING

     The Company does not intend to acquire or establish its own dedicated
manufacturing facilities for the foreseeable future. Rather, the Company's
manufacturing strategy will be to develop manufacturing relationships with
established pharmaceutical manufacturers for production of BUdR, its Liposome
Products and the IL-13 chimeric protein.

     There are a number of FDA approved suppliers of raw materials used in the
Company's products in existence. There are also a number of facilities with FDA
Good Manufacturing Practice approval for contract manufacturing of the
Company's proposed products. The Company has a source for the manufacture of
BUdR and is in the process of arranging for sources for the manufacture of
certain of its planned Liposome Products and the IL-13 chimeric protein. The
Company believes that, in the event of the termination of its existing sources
for product supplies and manufacture, the Company will be able to enter into
agreements with other suppliers and/or manufacturers on similar terms. There
can be no assurance that there will be manufacturing capacity available to the
Company at the time the Company is ready to manufacture its products.

PATENTS AND PROPRIETARY RIGHTS

     It will be the Company's policy to, where possible, file patent
applications to protect technology, inventions and improvements that are
important to the development of its business. Under its agreements with
Georgetown University, the Company has licensed rights to five United States
patents and one pending United States patent application relating to its
Liposome Products under development. Under its agreements with the NIH,
the Company has licensed rights to one United States patent relating to the
IL-13 chimeric protein under development. BUdR is not currently the subject of
patents or patent applications, and the Company does not expect to obtain
patent protection for its BUdR product. The Company's principal advantage with
respect to the development and planned commercialization of BUdR is its
exclusive access under the CRADA to NCI's clinical data regarding the compound.

     The patent position of participants in the pharmaceutical field generally
is highly uncertain, involves complex legal and factual questions, and has
recently been the subject of much litigation. There can be no assurance that
any patent applications relating to the Company's potential products or
processes will result in patents being issued, or that the resulting patents,
if any, will provide protection against competitors who successfully challenge
the Company's patents, obtain patents that may have an adverse effect on the
Company's ability to conduct business, or are able to circumvent the Company's
patent position. It is possible that other parties have conducted or are
conducting research and could make discoveries of compounds or processes that
would precede any discoveries made by the Company, which could prevent the
Company from obtaining patent protection for these discoveries. Finally, there
can be no assurance that others will not independently develop pharmaceutical
products similar to or obsoleting those that the Company is planning to
develop, or duplicate any of the Company's products.

     The Company's competitive position is also dependent upon unpatented trade
secrets. In an effort to protect its trade secrets, the Company has a policy of
requiring its employees, Scientific Advisory Board members, consultants and
advisors to execute proprietary information and invention assignment agreements
upon commencement of employment or consulting relationships with the Company.
These agreements provide that all confidential information of the Company
developed or made known to the individual during the course of their
relationship with the Company must


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be kept confidential, except in specified circumstances. There can be no
assurance, however, that these agreements will provide meaningful protection
for the Company's trade secrets or other proprietary information in the event
of unauthorized use or disclosure of confidential information. Invention
assignment agreements executed by Scientific Advisory Board members,
consultants and advisors may conflict with, or be subject to, the rights of
third parties with whom such individuals have employment or consulting
relationships. In addition, there can be no assurance that others will not
independently develop substantially equivalent proprietary information and
techniques or otherwise gain access to the Company's trade secrets, that such
trade secrets will not be disclosed or that the Company can effectively protect
its rights to unpatented trade secrets.

     The Company may be required to obtain licenses to patents or proprietary
rights of others. No assurance can be given that any licenses required under
any such patents or proprietary rights would be made available on terms
acceptable to the Company, or at all. If the Company does not obtain such
licenses, it could encounter delays in product market introductions while it
attempts to design around such patents, or could find that the development,
manufacture or sale of products requiring such licenses could be foreclosed.
Litigation may be necessary to defend against or assert such claims of
infringement, to enforce patents issued to the Company, to protect trade
secrets or know-how owned by the Company, or to determine the scope and
validity of the proprietary rights of others. In addition, interference
proceedings declared by the United States Patent and Trademark Office may be
necessary to determine the priority of inventions with respect to patent
applications of the Company or its licensors. Litigation or interference
proceedings could result in substantial costs to and diversion of effort by,
and may have a material adverse impact on, the Company. In addition, there can
be no assurance that these efforts by the Company will be successful.

GOVERNMENT REGULATION

     Introduction.  Regulation by governmental authorities in the United States
and foreign countries is a significant factor in the development, manufacture
and marketing of the Company's proposed products and in its ongoing research
and product development activities. The nature and extent to which such
regulation will apply to the Company will vary depending on the nature
of any products which may be developed by the Company. It is anticipated that
all of the Company's products will require regulatory approval by governmental
agencies prior to commercialization. In particular, human therapeutic and some
diagnostic products are subject to rigorous preclinical and clinical testing
and other approval procedures of the FDA and similar regulatory authorities in
foreign countries. Various Federal statutes and regulations also govern or
influence testing, manufacturing, safety, labeling, storage and record-keeping
related to such products and their marketing. The process of obtaining these
approvals and the subsequent compliance with appropriate Federal statutes and
regulations require the expenditure of substantial time and financial
resources. Any failure by the Company or its collaborators to obtain, or any
delay in obtaining, regulatory approval could adversely affect the marketing of
any products developed by the Company, its ability to receive product revenues
and its liquidity and capital resources.

     FDA Approval Process. Prior to commencement of clinical studies involving
human beings, preclinical testing of new pharmaceutical products is generally
conducted on animals in the laboratory to evaluate the potential efficacy and
the safety of the product. The results of these studies are submitted to the
FDA as a part of an investigational new drug ("IND") application, which must
become effective before clinical testing in humans can begin. Typically,
clinical evaluation involves a time consuming and costly three-phase process.
In Phase I, clinical trials are conducted with a small number of subjects to
determine the early safety profile, the pattern of drug distribution and
metabolism. In Phase II, clinical trials are conducted with groups of patients
afflicted with a specific disease in order to determine preliminary efficacy,
optimal dosages and expanded evidence of safety. In Phase III, large-scale,
multi-center, comparative trials are conducted with patients afflicted with a
target disease in order to provide enough data to demonstrate the efficacy and
safety required by the FDA. The FDA closely monitors the progress of each of the



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three phases of clinical testing and may, at its discretion, re-evaluate,
alter, suspend or terminate the testing based upon the data which have been
accumulated to that point and its assessment of the risk/benefit ratio to the
patient.

     The results of the preclinical and clinical testing on a nonbiologic drug
and certain diagnostic drugs are submitted to the FDA in the form of a new drug
application ("NDA") for approval to commence commercial sales. In responding to
an NDA, the FDA may grant marketing approval, request additional information or
deny the application if the FDA determines that the application does not
satisfy its regulatory approval criteria. There can be no assurance that
approvals will be granted on a timely basis, if at all. Similar procedures are
in place in countries outside the United States.

     In 1988, the FDA issued "fast-track" regulations intended to accelerate
the approval process for the development, evaluation and marketing of new
therapeutic and diagnostic products used to treat life-threatening and severely
debilitating illnesses, especially those for which no satisfactory alternative
therapies exist. "Fast-track" designation affords the Company early interaction
with the FDA in terms of protocol design and permits, although it does not
require the FDA to grant approval after completion of Phase II clinical trials
(although the FDA may require subsequent Phase III clinical trials or even
post-approval Phase IV efficacy studies). The Company believes that a number of
its product candidates may fall under these regulations, but there can be no
assurance that any of the Company's products will receive this or other similar
regulatory treatment.

     In late 1992, legislation imposing FDA user fees on drug manufacturers was
enacted. Such fees will be required for each commercial marketing drug
application submitted by the Company for FDA approval, and annual product and
establishment fees will also be imposed upon approval. The revenues raised from
these fees are earmarked specifically to increase the resources of the FDA, and
by doing so, to increase the speed with which the FDA reviews and approves drug
marketing applications. Currently, the user fee for an NDA is approximately
$260,000, and the statute provides for periodic fee increases. The statute
currently provides small companies (defined as companies with less than 500
employees that are not marketing a prescription drug product) with a reduction
in the initial application fee and contains limited provisions for fee waivers.
During 1996, the Company was granted a waiver of the user fee required with
the filing of the NDA for BUdR.

     Waxman-Hatch Act.  The Drug Price Competition and Patent Restoration Act
of 1984, also known as the Waxman-Hatch Act, contains provisions pertaining to
marketing exclusivity from generic competition for most non-biological drugs
and patent restoration for most pharmaceutical products. These patent
provisions will not be applicable to BUdR because the compound is not patented.
A five-year marketing exclusivity period is provided for new chemical entities,
and a three-year marketing exclusivity period is provided for approved drugs
for which new clinical investigations are essential to the receipt of FDA
approval to market the product. For purposes of the Waxman-Hatch Act, a new
chemical entity is defined as a drug product that contains an active moiety not
previously approved by the FDA for marketing. Accordingly, the Company believes
that BUdR would qualify as a new chemical entity under the Waxman-Hatch Act. If
the Company were to obtain FDA approval to market BUdR, for a period of five
years after such approval, no company could copy the approved product and
obtain approval of a competitive version. The five year exclusivity period
would not prevent a competitive product from being marketed based upon new
preclinical and clinical studies conducted by the competitor. In the event that
the Company receives approval of an NDA for BUdR, there can be no assurance
that the Company would receive any or all of the benefits provided by the
Waxman-Hatch Act as currently in effect.

     Orphan Drug Act. Under the Orphan Drug Act, the FDA may designate drug
products as orphan drugs if there is no reasonable expectation of recovery of
the costs of research and development from sales in the United States or if
such drugs are intended to treat a rare disease or condition, which is defined
as a disease or condition that affects less than 200,000 persons in the United
States. If certain conditions are met, designation as an orphan drug confers
upon the sponsor marketing


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exclusivity for seven years following FDA approval of the product, meaning
that the FDA cannot approve another version of the "same" product for the same
use during such seven year period. The market exclusivity provision does not,
however, prevent the FDA from approving a different orphan drug for the same
use or the same orphan drug for a different use. Although the Company received
letters from the FDA stating that BUdR qualifies for orphan drug designation as
a radiation sensitizer in the treatment of primary brain tumors, there is no
assurance that any of the Company's products will ultimately receive orphan
drug designation or approval, or that the benefits currently provided by such
designations or approvals will not hereafter be amended or eliminated. The
Orphan Drug Act has been controversial, and many legislative proposals have
from time to time been introduced in Congress to modify various aspects of the
Orphan Drug Act, particularly the market exclusivity provisions. There can be
no assurance that new legislation will not be introduced in the future that may
adversely impact the availability or attractiveness of orphan drug status for
any of the Company's products.

     Other Regulations.  The Company is also subject to various Federal, state
and local laws, regulations and recommendations relating to safe working
conditions, laboratory manufacturing practices and the use and disposal of
hazardous or potentially hazardous substances, including radioactive compounds
and infectious disease agents, used in connection with the Company's research
work. The extent of government regulation which might result from future
legislation or administrative action cannot be predicted accurately.  The
Company has not made and does not anticipate making material capital
expenditures with respect to the protection of the environment.

COMPETITION

     Competition in the discovery and development of methods for treating
cancer is intense. Numerous pharmaceutical, biotechnology and medical companies
and academic and research institutions in the United States and elsewhere are
engaged in the discovery, development, marketing and sale of products for the
treatment of cancer. These include surgical approaches, new pharmaceutical
products and new biologically derived products. The Company expects to
encounter significant competition for the principal pharmaceutical products it
plans to develop. Companies that complete clinical trials, obtain
regulatory approvals and commence commercial sales of their products before
their competitors may achieve a significant competitive advantage. A number of
pharmaceutical companies are developing new products for the treatment of the
same diseases being targeted by the Company. In some instances, the Company's
competitors already have products in clinical trials. In addition, certain
pharmaceutical companies are currently marketing drugs for the treatment of the
same diseases being targeted by the Company, and may also be developing new
drugs to address these disorders.

     Because BUdR is not covered by patents or patent applications, the
Company's exclusive access to the clinical data collected by NCI and its
investigators and its other rights under the CRADA represent the principal
competitive advantage for the Company in the development and eventual
commercialization of BUdR. The NCI may publish summary data from the clinical
trials under the CRADA in its annual reports, which do not include individual
patient data. Furthermore, the collaborative nature of the Company's
relationship with the NCI is of significant importance for conduct of clinical
trials and to assist the Company in gaining acceptance of its products among
oncologists.  During 1996, the Company received notice that BUdR has been
designated an orphan drug by the FDA for use in the treatment of malignant
gliomas. Upon approval by the FDA the Company will receive seven years of
marketing exclusivity.

     The Company believes that its competitive success will be based on its
ability to create and maintain scientifically advanced technology, develop
proprietary products, attract and retain scientific personnel, obtain patent or
other protection for its products, obtain required regulatory approvals, obtain
orphan drug status for certain products and manufacture and successfully market
its products either independently or through outside parties. Many of the
Company's competitors have substantially greater financial, clinical testing,
regulatory compliance,


                                                                             11



<PAGE>   12

manufacturing, marketing, human and other resources. In addition, the Company
will continue to seek licenses with respect to key technologies related to its
fields of interest and may face competition with respect to such efforts.

HUMAN RESOURCES

     As of March 16, 1998, the Company had three full time employees, and one
part-time employee. The Company currently has consulting agreements with eight
consultants. None of the Company's consultants are represented by a collective
bargaining arrangement, and the Company believes its relationship with its
consultants is satisfactory. The Company intends to continue to retain
consultants and to add personnel in as the business strategy is implemented.

SCIENTIFIC ADVISORY BOARD

     The Company has assembled a six-member Scientific Advisory Board. The
members of the Scientific Advisory Board together provide expertise in areas of
scientific and medical interest to the Company. The Company has entered into
agreements with the Scientific Advisors providing that all inventions made by
the Advisors when working for the Company will belong to the Company; however,
most of the members of the Company's Scientific Advisory Board are employed on
a full-time basis by academic or research institutions. The members of the
Scientific Advisory Board are permitted to share information among themselves
regarding the projects that they are working on with the Company. As of March
16, 1998, the Company had granted options to acquire an aggregate of 63,324
shares its Common Stock to members of the Scientific Advisory Board, and pays a
retainer to compensate its Scientific Advisory Board members.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Statements in this Annual Report on Form 10-K under the caption "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations", as well as oral statements that may be made by the Company or
officers, directors or employees of the Company acting on the Company's behalf,
that are not historical fact constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause the actual results of the Company to be
materially different from the historical results or from any results expressed
or implied by such forward-looking statements. Such factors include, among
others, the following:

     Uncertainty of Product Development.  Substantially all of the Company's
resources have been, and for the foreseeable future will continue to be,
dedicated to the Company's research and development programs and the
development of potential products.  There can be no assurance that the
Company's research will lead to the discovery of any products or that the
Company will be successful in acquiring rights to products or in developing
products that could be licensed to others.

     Regulatory and Technology Uncertainty.  The Company is engaged in the
biopharmaceuticals field, which is characterized by extensive research and
rapid technological change.  There can be no assurance that research and
discoveries by others will not render some or all of the Company's programs or
products non-competitive or obsolete.  In addition, the Company's business
strategy is based, in part, upon the application of emerging technologies to
the discovery and development of biopharmaceutical products.  The Company's
potential products are subject to the risks of failure inherent in the
development of therapeutic agents based on new technologies.

     Future Capital Needs.  The Company will require substantial additional
funding in order to continue its research and product development programs.  No
assurance can be given that additional funds will be available when needed or
on terms acceptable to the Company.  Insufficient funds could require the
Company to delay, scale back or eliminate one or more of its research and
development programs or to license third parties to commercialize products or
technologies that the Company would otherwise seek to develop without
relinquishing its rights thereto.



                                                                             12



<PAGE>   13


     History of Losses.  The Company has incurred significant operating losses
since its inception.  The Company currently has no product revenue, and there
can be no assurance that it will be able to earn such revenue or that its
operations will become profitable, even if it is able to commercialize any
products.

     Dependence on Others.  The Company's strategy for research, development
and commercialization of its products is to rely, in part, on various
arrangements with academic collaborators, licensors, licensees and others and,
therefore, is dependent upon the success of these outside parties in the
performance of their duties.  There can be no assurance that the Company will
be able to negotiate acceptable collaborative arrangements, that arrangements
or other collaborations will be completed or will be successful or that any
revenues or profits will be derived from such arrangements.

     No Manufacturing, Marketing or Sales.  The Company has no experience in
manufacturing, marketing or product sales and has not invested in
manufacturing, marketing or product sales resources.  If the Company is unable
to manufacture or contract for a sufficient supply of its potential therapeutic
agents on acceptable terms, the Company's product development, clinical
investigation activities and regulatory approval applications may be delayed.

     Uncertain Ability to Protect Patents and Proprietary Information.  Because
of the substantial length of time and expense associated with bringing new
products through development and regulatory approval to the marketplace, the
pharmaceutical industry places considerable importance on patent and trade
secret protection for new technologies, products and processes.  BUdR however,
is not currently the subject of patents or patent applications, and the Company
does not expect to obtain patent protection for its BUdR product.  The lack of
patent protection could have a material adverse effect on the Company's
operations.  The Company has obtained licenses to six United States patents and
one United States patent application.  These patents and patent applications
relate primarily to the Company's proposed Liposome Products and the IL-13
chimeric protein.  No assurance can be given that any patents under pending
applications or any future patent applications will be issued.  Furthermore,
there can be no assurance that the scope of any patent protection will exclude
competitors or provide competitive advantages to the Company, that any of
the Company's patents that may be issued will be held valid if subsequently
challenged or that others, including competitors or current or former employers
of the Company's employees, advisors and consultants, will not claim rights in
or ownership to the patents and other proprietary rights held by the Company.
In addition, there can be no assurance that others will not independently,
develop substantially equivalent proprietary information or otherwise obtain
access to the Company's know-how or that others may not be issued patents that
may require licensing and the payment of significant fees or royalties by the
Company for the pursuit of its proposed business.  The Company also relies on
trade secrets, know-how and technological advantage to maintain its competitive
position.  Although the Company uses confidentiality agreements and employee
proprietary information and invention assignment agreements to protect its
trade secrets and other unpatented know-how, these agreements may be breached
by the party thereto or may otherwise be of limited effectiveness or
enforceability.

     Substantial Competition and Technological Change.  Many companies engage
in developing pharmaceutical and bio-pharmaceutical products for human
therapeutic applications.  Many of these companies have substantially greater
capital, research and development and human resources and experience than the
Company and represent significant long-term competition for the Company.  In
addition, many of these competitors have a significantly greater experience
than the Company in undertaking the development of new pharmaceutical products
and in obtaining regulatory approval. Other companies may succeed in developing
products that are more effective or less costly than any that may be developed
by the Company and may also prove to be more successful than the Company in
production and marketing.

     Dependence on Qualified Personnel.  The Company's success is highly
dependent upon its ability to attract and retain qualified scientific and
technical personnel.


                                                                             13



<PAGE>   14



The loss of key personnel would be detrimental to the Company and there can
be no assurance that these employees will remain with the Company.

     Uncertain Availability of Health Care Reimbursement.  The Company may be
materially adversely affected by the continuing efforts of government and third
party payers to contain or reduce the cost of health care through various
means.

                             ITEM 2. PROPERTIES

     The Company's administrative offices are located in approximately 4,000
square feet of subleased office space in Bannockburn, Illinois. This subleased
space is provided to the Company by OptionCare, Inc, an affiliate of the
Company's Chairman and principal shareholder, John N. Kapoor.  Until moving to
the Bannockburn location in November of 1997, the Company occupied office space
in Lake Forest, Illinois.  This space was provided as part of a consulting
agreement with EJ Financial.  (See Note 7 - "Transactions with Related Parties"
in Notes to Financial Statements)

                          ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to any litigation or other legal proceedings.

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of security holders during the quarter
ended December 31, 1997.



                                                                             14



<PAGE>   15


                                   PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     From January 25, 1996 until December 2, 1996 the Common Stock was quoted
on The NASDAQ Stock Market's Small Cap Issues under the trading symbol NPRM.
Beginning on December 2, 1996, and continuing through the date of this report,
the Common Stock has been traded on the American Stock Exchange ("AMEX") under
the symbol NEO.

     On August 15, 1996, the Company effected a two-for-one stock split.
Information on the trading prices of the Company's Common Stock has been
restated to reflect this stock split.

<TABLE>
<CAPTION>
                                                High               Low
                                                ------------------------
     <S>                                        <C>               <C>
     1996  (January 25 - December 31)
         First Quarter                          5 15/16           2 1/4
         Second Quarter                         8 1/2             5 3/4
         Third Quarter                          7 3/4             5 3/4
         Fourth Quarter                         10 1/2            6

                                                High               Low
                                                ------------------------
     <S>                                        <C>               <C>
     1997
         First Quarter                          9 5/8             6 3/8
         Second Quarter                         7 1/2             3 1/16
         Third Quarter                          5 1/2             3 5/8
         Fourth Quarter                         9                 3 3/4
</TABLE>



     As of March 16, 1998, there were 63 holders of record of the Common Stock,
and the Company estimates that as of such date there were more than 400
beneficial holders of the Common Stock. The Company has never paid a cash
dividend on its Common Stock and has no present intention of paying cash
dividends in the foreseeable future. Any determination in the future to pay
dividends will depend on the Company's financial condition, capital
requirements, results of operations, contractual limitations and other factors
deemed relevant by the Board of Directors.





                                                                             15



<PAGE>   16


                       ITEM 6. SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
                                                                                             JUNE 15,1990
                                               YEAR ENDED DECEMBER 31,                      (INCEPTION) TO
                                               -----------------------                        DECEMBER 31,
                                   1993          1994        1995          1996            1997          1997
                                   ----          ----        ----          ----            ----          ----
<S>                            <C>          <C>           <C>           <C>            <C>            <C>
Statement of Operations
 Data:

Revenues                       $       --   $        --   $        --   $        --    $   550,000    $   550,000

Operating expenses:
Research and
 development                      232,736       813,761     1,068,683     1,099,631      1,411,692      5,474,531
General and
 administrative                   174,598       107,286       244,901       956,924      1,370,486      3,146,852
                               ----------   -----------   -----------   -----------    -----------    -----------
Loss from operations             (407,334)     (921,047)   (1,313,584)   (2,056,555)    (2,232,178)    (8,071,383)

Interest income                $       --   $        --   $        --   $   238,275    $   210,501    $   448,776
Interest expense                  (85,089)     (162,620)     (356,043)      (47,365)            --       (735,606)
                               ----------   -----------   -----------   -----------    -----------    -----------
Interest income
 (expense) - net                  (85,089)     (162,620)     (356,043)      190,910        210,501       (286,830)
                               ----------   -----------   -----------   -----------    -----------    -----------
Net loss                       $ (492,423)  $(1,083,667)  $(1,669,627)  $(1,865,645)   $(2,021,677)   $(8,358,213)
                               ==========   ===========   ===========   ===========    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                          ------------
                                  1993          1994          1995          1996          1997
                                  ----          ----          ----          ----          ----
<S>                           <C>            <C>          <C>            <C>           <C>
Balance Sheet Data:
Cash                          $     3,514   $     9,205   $       671    $ 4,479,041   $ 2,776,697
Working capital
 (deficit)                       (768,423)   (2,137,037)   (4,553,057)     4,013,010     2,348,904
Total assets                       13,175       112,988       495,891      4,492,208     2,854,499
Line of credit with
 bank                                  --       656,452     2,007,652             --            --
Loan payable to
 principal
 stockholder                    1,312,568     1,500,000     1,500,000             --            --
Deficit accumulated
 during the
 development stage             (1,717,597)   (2,801,264)           --     (1,865,645)   (3,887,322)
Total stockholders'
 equity (deficit)              (1,628,355)   (2,691,773)   (4,361,392)     4,026,177     2,374,072

</TABLE>





                                                                             16



<PAGE>   17


          ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     Since the Company's inception in June 1990, NeoPharm has devoted its
resources primarily to fund research and product development programs. The
Company has been unprofitable since inception, has had no revenues from the
sale of products. The Company expects to continue to incur losses as it expands
its research and development activities and sponsorship of clinical trials. As
of December 31, 1997, the Company's accumulated deficit was approximately $3.9
million.

RESULTS OF OPERATIONS

Years Ended December 31, 1997, 1996 and 1995

     The Company had no operating revenues during the three fiscal years ended
December 31, 1997 except for a $550,000 payment received from BioChem Pharma in
1997 as part of a licensing and distribution agreement. Interest income for
1997 totaled $210,501.  The Company completed its initial public offering in
January 1996.  Cash in excess of funds needed to retire debt, pay for issuance
costs or pay outstanding payables was invested in short term investments.

     The Company incurred research and development expenses of approximately
$1,412,000 in 1997 as compared to approximately $1,100,000 in 1996 and
$1,069,000 in 1995. The increase in 1997 research and development expenses is
primarily due to the initiation of studies related to the Company's Liposome
Products.  1997, 1996 and 1995 expenses include payments made by the Company to
Georgetown and the NCI pursuant to the Company's license and sponsored research
agreements with Georgetown and its CRADA with the NCI. The Company expects
research and development spending to increase over the next several years. See
"Item 1- Business - Collaborative Relationships, Licenses and Commercialization
Strategy."

     General and administrative expenses increased to approximately $1,370,000
in 1997 from approximately $957,000 in 1996.  The increase was primarily the
result of increased costs related to corporate public filings, increased
personnel costs, compensation expense related to non-employee stock options and
executive relocation expenses.  General and administrative expenses for 1996
compared to 1995 increased approximately $712,000.  Prior to 1996, the Company
did not have any compensation expense nor did it need to incur the costs
related to operating as a public company. Following the initial public
offering, the Company began compensating personnel and retaining professional
service firms to assist with general corporate activities and reporting
requirements.

     Interest expense decreased to zero in 1997 from approximately $47,000 in
1996 as a result of the initial public offering completed in January of 1996.
Proceeds from the offering were used to retire both the debt owed to the
principal shareholder and the line of credit provided by Harris Bank and Trust
N.A.  The principal stockholder converted the principal of and accrued interest
on the loan into shares of Common Stock and Warrants at the initial public
offering price. Interest expense totaled approximately $356,000 in 1995.  The
proceeds of borrowings were used to fund the Company's operations during the
period from 1994 to 1996.  See "Item 13-Certain Relationships and Related
Transactions" and Note 3 of Notes to the Financial Statements.

Inception to December 31, 1997

     The Company was taxed as an S Corporation from inception through October
11, 1995 when the S Corporation status was voluntarily terminated.  Because the
Company was taxed as an S Corporation, all of its net losses from inception
through October 11, 1995 were passed through to its stockholders. Accordingly,
the Company did not accumulate operating loss carryforwards prior to October
11, 1995. The deficit accumulated while under S Corporation status was
reclassified to Additional Paid-In Capital in 1995. The Company has begun
accruing net operating loss carryforwards.



                                                                             17



<PAGE>   18



LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1997, the Company has approximately $2.8 million dollars
in cash and cash equivalents and net working capital of approximately $2.3
million.  Up until the initial public offering in January of 1996, the Company
funded operations through borrowings from its principal stockholder and through
a bank line of credit, which was guaranteed by the Company's principal
stockholder. At December 31, 1995, the Company had an outstanding principal
balance of approximately $3.5 million under its debt financing arrangements. Of
this amount, $1.5 million consisted of borrowings from the Company's principal
stockholder and the remainder consisted of borrowings under the Company's bank
line of credit. Borrowings from the stockholder loan bore interest at a rate
equal to the lesser of 10% or the prime rate of Northern Trust Bank. Principal
payments not paid when due were subject to additional interest at the rate of
15%. Approximately $193,000 of additional interest was accrued through December
31, 1995. Borrowings under the bank line of credit accrued interest at the
prime rate of Harris Bank & Trust N.A.  As noted above, the Company retired
both of these debts in January of 1996.

     The Company's assets at December 31, 1997 decreased to approximately
$2,854,000 from $4,492,000 at December 31, 1996, principally due to the net
loss from operations.

     The Company's liabilities at December 31, 1997 increased to approximately
$480,000 from approximately $466,000 at December 31, 1996.

     The Company expects its cash requirements to increase significantly in
future periods.  Under the NCI CRADA the Company is committed to pay NCI
clinical trial costs of $120,000 per year as well as the cost to supply the
BUdR and IUdR to be used in clinical trials. The Company may incur additional
costs in supporting its agreements with NCI, as well as the continuation of its
own research and development efforts. In the future, the Company will require
funds for building a sales and marketing organization and development of
distribution channels.

     Based on its currently planned research and product development programs,
the Company anticipates that the remaining net proceeds (approximately $2.8
million at December 31, 1997) of the initial public offering and interest
income earned thereon will be adequate to satisfy its capital and operational
requirements at least through 1998. The net proceeds from the initial public
offering were $8,585,438, including exercise of the Underwriters'
over-allotment option. The Company's cash requirements may vary materially from
those now planned because of results of research and development, results of
clinical testing, relationships with possible strategic partners, changes in
the focus and direction of the Company's research and development programs,
competitive and technological advances, the FDA regulatory process and other
factors.

     All of the products currently being developed by the Company will require
approval by the FDA before they can be sold commercially in the United States.
The results of the preclinical and clinical testing on a nonbiologic drug and
certain diagnostic drugs are submitted to the FDA in the form of an NDA for
approval to commence commercial sales. In responding to an NDA, the FDA may
grant marketing approval, request additional information or deny the
application if the FDA determines that the application does not satisfy its
regulatory approval criteria.

     The Company may seek to satisfy its future funding requirements through
public or private offerings of securities, with collaborative or other
arrangements with corporate partners or from other sources. Additional
financing may not be available when needed or on terms acceptable to the
Company. If adequate financing is not available, the Company may be required to
delay, scale back or eliminate certain of its research and development
programs, to relinquish rights to certain of its technologies, therapeutic and
diagnostic agents, product candidates or products, or to license third parties
to commercialize products or technologies that the Company would otherwise seek
to develop itself.




                                                                             18



<PAGE>   19


THE YEAR 2000 ISSUE

     The year 2000 problem is the result of computer programs being written
using two digits rather than four to define the applicable year.  Any of the
Company's programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could result in a major
system failure or miscalculations.  The Company has conducted a review of its
computer systems and has determined that it will not be materially impacted by
the Year 2000 issues.


              ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     The Financial Statements and Supplementary Data are incorporated herein by
reference to the Company's Financial Statements included as Exhibit 1. The
information is contained as follows:

<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                        <C>
Report of Arthur Andersen LLP, Independent Public Accountants              26
Balance Sheets                                                             27
Statements of Operations                                                   28
Statements of Stockholders' Equity (Deficit)                               29
Statements of Cash Flows                                                   31
Notes to Financial Statements                                              33

</TABLE>



   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                            FINANCIAL DISCLOSURES

     None.





                                                                             19



<PAGE>   20


                                   PART III

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                                                                                   POSITION
NAME                            AGE             POSITION                          HELD SINCE
----                            ---             --------                          ----------
<S>                             <C>   <C>                                            <C>
John N. Kapoor, Ph.D.(2)        54    Director, Chairman of the Board                1990
Aquilur Rahman, Ph.D.           55    Director, Chief Scientific Officer             1990
Anatoly Dritschilo, M.D.(1)(2)  53    Director                                       1990
James M. Hussey (3)             38    President, Chief Executive Officer, and        1998
                                      Director
Erick E. Hanson(1)              51    Director                                       1997
Mahendra G. Shah, Ph.D.         53    Vice President, Corporate and Business         1991
                                      Development
David E. Riggs                  46    Chief Financial Officer                        1995

</TABLE>

(1)  Member of the Audit Committee.

(2)  Member of the Compensation Committee.

(3)  Mr. Hussey assumed the positions of President, Chief Executive Officer
     and Director of the Company on March 16, 1998.  He replaced Dr. William C.
     Govier who served as President, Chief Executive Officer and Director of
     the Company until retiring on January 16, 1998.

     All directors hold office until the next annual meeting of the
stockholders and until their successors are duly elected. Officers are
appointed to serve, subject to the discretion of the Board of Directors, until
their successors are appointed.

     John N. Kapoor, Ph.D., Chairman of the Board of Directors, has been a
director of the Company since July 1990. Prior to forming the Company, Dr.
Kapoor formed EJ Financial Enterprises, Inc., a health care consulting and
investment company, in March 1990, of which Dr. Kapoor is currently President.
Dr. Kapoor is presently Chairman of Option Care, Inc., a provider of home
healthcare services; Chairman of Unimed Pharmaceuticals, Inc., a developer and
marketer of pharmaceuticals for cancer, endocrine disorders and infectious
diseases; and Chairman of Akorn, Inc., a manufacturer, distributor, and
marketer of generic ophthalmic products. Dr. Kapoor received his Ph.D. in
medicinal chemistry from the State University of New York in 1970 and a B.S. in
pharmacy from Bombay University in India.

     Aquilur Rahman, Ph.D., joined the Company as Chief Scientific Officer and
as a member of the Board of Directors in July 1990. Dr. Rahman joined the
Company on a full time basis in March 1996.  Dr. Rahman is currently adjunct
professor of radiology and was an adjunct professor of pathology and
pharmacology at Georgetown University until March 1996.  Dr. Rahman has more
than 15 years of research experience in developing methods of chemotherapy
treatment for cancer. Dr. Rahman received his Masters of Science in
Biochemistry from the University of Dacca (Bangladesh) in 1964 and his Ph.D. in
Pharmaceutics from the University of Strathclyde (Glasgow, U.K.) in 1972.

     Anatoly Dritschilo, M.D., joined the Company as a Member of the Board of
Directors in July 1990. Since August 1979, Dr. Dritschilo has been Chairman of
the Department of Radiation Medicine and Medical Director of the Georgetown
University Medical Center in Washington, D.C. Dr. Dritschilo received his B.S.
in Chemical Engineering from the University of Pennsylvania, his M.S. in
Engineering in 1969 from Newark College of Engineering, and his M.D. in 1973
from the College of Medicine of New Jersey.

     James M. Hussey joined the Company in March 1998 as its President, Chief
Executive Officer, and a member of the Board of Directors.  Mr. Hussey was
previously the Chief Executive Officer of Physicians Quality Care, a managed
care organization.  Previous to that, Mr. Hussey held several positions with
Bristol-Myers Squibb from



                                                                             20



<PAGE>   21

1986 to 1994, most recently as the General Manager Midwest Integrated Regional
Business Unit. Mr. Hussey received a B.S.  from the College of Pharmacy at
Butler University and an M.B.A. from the University of Illinois.

     Erick E. Hanson, joined the Company as a Director in April 1997.  Since
April 1995, Mr. Hanson has been associated with OptionCare, Inc., a provider of
home healthcare services where he currently holds the positions of Director,
President and Chief Executive Office.  Prior to joining OptionCare, Inc. Mr.
Hanson held a variety of positions with Caremark, Inc., including from
1991-1995, Vice President Sales and Marketing.  Mr. Hanson served as President
and Chief Operating Officer of Clinical Partners, Inc. in Boston, MA, from
1989-1991 and prior to 1989 was associated with Blue Cross and Blue Shield of
Indiana for over twenty years.  Mr. Hanson presently serves on the Board of
Directors for Condell Medical Centers.

     Mahendra G. Shah, Ph.D., has served as Vice President of Corporate and
Business Development since October 1991. Dr. Shah is also a Vice President of
EJ Financial Enterprises, Inc., a position he has held since October 1991.
Prior to joining the Company, Dr. Shah was the Senior Director of New Business
Development with Fujisawa USA from January 1987 to October 1991. Dr. Shah
received his M.S. in 1978 and Ph.D. in 1984 in Industrial Pharmacy from St.
John's University and an M.S. in 1969 and a B.S. in 1967 in Pharmaceutical
Chemistry from Gujarat University in India.

     David E. Riggs has served as Chief Financial Officer and Secretary since
November 1995. Mr. Riggs is also Senior Vice President, Chief Financial
Officer, Secretary and Treasurer of Unimed Pharmaceutical, Inc., a developer
and marketer of pharmaceuticals for cancer, endocrine disorders and infectious
diseases, a position he has held since May 1992. Prior to joining Unimed, Mr.
Riggs was Chief Financial Officer of VideoCart, Inc., a micro-marketing media
company, from April 1990 to August 1991. Prior to working for VideoCart, Mr.
Riggs held various positions from April 1986 until April 1990 with Fujisawa
USA, serving finally as Treasurer. Mr. Riggs received a B.S. in accounting from
the University of Illinois in 1979 and an M.B.A. from DePaul University in
1984. Mr. Riggs is a Certified Public Accountant.

                       ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item as to executive compensation is
hereby incorporated by reference from the information appearing under the
captions "Executive Compensation", "Compensation of Directors", "Election of
Directors - Compensation Committee Interlocks and Insider Participation", and
"Compensation Committee Report" in the Company's definitive Proxy Statement
which is to be filed with the Securities and Exchange Commission (the
"commission") within 120 days of the Company's fiscal year ended December 31,
1997.

   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item as to the ownership of management
and others of securities of the Company is hereby incorporated by reference
from the information appearing under the caption "Security Ownership" in the
Company's definitive Proxy Statement which is to be filed with the Commission
within 120 days of the Company's fiscal year ended December 31, 1997.

           ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item as to certain business relationships
and transactions with management and other related parties of the Company is
hereby incorporated by reference from the information appearing under the
caption "Certain Relationships and Related Transactions" in the Company's
definitive Proxy Statement which is to be filed with the Commission within 120
days of the Company's fiscal year ended December 31, 1997.



                                                                             21



<PAGE>   22


                                   PART IV

             ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<S>  <C>
3.1  Certificate of Incorporation, as amended filed with the Commission as
     Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No.
     33-90516), is incorporated by reference.

3.2  Bylaws of the Registrant, as amended filed with the Commission as Exhibit
     3.2 to the Company's Registration Statement on Form S-1 (File No. 33-
     90516), is incorporated by reference.

4.1  Specimen Common Stock Certificate filed with the Commission as Exhibit
     4.1 to the Company's Registration Statement on Form S-1 (File No. 33-
     90516), is incorporated by reference.

4.2  Specimen Warrant Certificate filed with the Commission as Exhibit 4.2 to
     the Company's Registration Statement on Form S-1 (File No. 33-90516), is
     incorporated by reference.

4.3  Form of Representative's Warrant Agreement between the Registrant and the
     Representative, including form of Representative's Warrant filed with the
     Commission as Exhibit 4.3 to the Company's Registration Statement on Form
     S-1 (File No. 33-90516), is incorporated by reference.

4.4  Form of Warrant Agreement between the Registrant, the Representative and
     Harris Trust and Savings Bank, including form of Warrant filed with the
     Commission as Exhibit 4.4 to the Company's Registration Statement on Form
     S-1 (File No. 33-90516), is incorporated by reference.

10.1 1995 Stock Option Plan, with forms of Incentive and Nonstatutory Stock
     Option Agreements filed with the Commission as Exhibit 10.1 to the
     Company's Registration Statement on Form S-1 (File No. 33-90516), is
     incorporated by reference.

10.2 1995 Director Option Plan, with form of Director Stock Option Agreement
     filed with the Commission as Exhibit 10.2 to the Company's Registration
     Statement on Form S-1 (File No. 33-90516), is incorporated by reference.

10.3 Form of Director and Officer Indemnification Agreement. filed with the
     Commission as Exhibit 10.3to the Company's Registration Statement on Form
     S-1 (File No. 33-90516), is incorporated by reference.

10.4 Cooperative Research and Development Agreement between the Company and
     the National Cancer Institute dated September 13, 1993 filed with the
     Commission as Exhibit 10.4 to the Company's Registration Statement on Form
     S-1 (File No. 33-90516), is incorporated by reference.

10.5 License Agreement between the Company and Georgetown University dated
     July, 1990 filed with the Commission as Exhibit 10.5 to the Company's
     Registration Statement on Form S-1 (File No. 33-90516), is incorporated by
     reference.

10.6 License Agreement between the Company and Georgetown University dated
     April 18, 1994 filed with the Commission as Exhibit 10.6 to the Company's
     Registration Statement on Form S-1 (File No. 33-90516), is incorporated by
     reference.

10.7 Loan Repayment Note, dated June 18, 1990, by and between the Company and
     the John N. Kapoor Trust filed with the Commission as Exhibit 10.7 to the
     Company's Registration Statement on Form S-1 (File No. 33-90516), is
     incorporated by reference.

</TABLE>


                                                                             22



<PAGE>   23

<TABLE>
<S>   <C>
10.8  Consulting Agreement, dated July 1, 1994, by and between the Company and
      EJ Financial Services, Inc. filed with the Commission as Exhibit 10.8 to
      the Company's Registration Statement on Form S-1 (File No. 33-90516), is
      incorporated by reference.

10.10 Harris Bank and Trust Company Loan Agreement dated March 16, 1995, as
      amended on October 5, 1995. filed with the Commission as Exhibit 10.10 to
      the Company's Registration Statement on Form S-1 (File No. 33-90516), is
      incorporated by reference.

10.11 Option Agreement, dated as of August 13, 1996, between the Company and
      John N. Kapoor and Anatoly Dritschilo, incorporated by reference to
      Exhibit 10.11 of the Company's report on Form 10-K for the fiscal year
      ended December 31, 1996.

10.12 Cooperative Research and Development Agreement between the Company and
      the Food and Drug Administration dated August 27, 1997.

10.13 License Agreement between the Company and the National Institute of
      Health dated September 23, 1997.

10.14 Employment agreement between James M. Hussey and the Company dated March
      16, 1998.

11.1  Calculation of Earnings Per Share.

27    Financial Data Schedule

</TABLE>

------------

(b)  Financial Statements

      (1)  Financial Statements

      The financial statements filed as part of this Registration Statement are
listed in the Index to Financial Statements of the Company on Page 28.





                                                                             23



<PAGE>   24



                                  SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 25TH DAY OF
APRIL, 1996.

                                      NEOPHARM, INC.


                                      By: /s/ JAMES M. HUSSEY
                                          -----------------------------
                                          James M. Hussey,
                                          President and Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
ANNUAL REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED.

<TABLE>
<CAPTION>

       SIGNATURE                    TITLE                     DATE
       ---------                    -----                     ----
<S>                       <C>                             <C>
/s/ JOHN N. KAPOOR        Director, Chairman of the       March 26, 1998
------------------------  Board
      John N. Kapoor

/s/ AQUILUR RAHMAN        Director, Chief                 March 26, 1998
------------------------  Scientific Officer
      Aquilur Rahman

/s/ ANATOLY DRITSCHILO    Director                        March 26, 1998
------------------------
      Anatoly Dritschilo

/s/ JAMES M. HUSSEY       Director, President, and        March 26, 1998
------------------------  Chief Executive Officer
      James M. Hussey     (Principal Executive
                          Officer)

/s/ ERICK E. HANSON       Director                        March 26, 1998
------------------------
      Erick E. Hanson

/s/ DAVID E. RIGGS        Chief Financial Officer         March 26, 1998
------------------------  (Principal Financial
      David E. Riggs      Officer and Principal
                          Accounting Officer)

</TABLE>





                                                                             24



<PAGE>   25


                        INDEX TO FINANCIAL STATEMENTS

                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                        <C>
Report of Arthur Andersen LLP, Independent Public Accountants              26
Balance Sheets                                                             27
Statements of Operations                                                   28
Statements of Stockholders' Equity (Deficit)                               29
Statements of Cash Flows                                                   31
Notes to Financial Statements                                              33

</TABLE>




                                                                             25



<PAGE>   26


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Stockholders of NeoPharm, Inc.:

     We have audited the accompanying balance sheets of NeoPharm, Inc. (a
Delaware corporation in the development stage) as of December 31, 1996 and
1997, and the related statements of operations, stockholders' equity (deficit)
and cash flows for each of the three years in the period ended December 31,
1997 and for the period from inception (June 15, 1990) to December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly,
in all material respects, the financial position of NeoPharm, Inc. as of
December 31, 1996 and 1997, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1997 and for the
period from inception (June 15, 1990) to December 31, 1997, in conformity with
generally accepted accounting principles.

                                                            ARTHUR ANDERSEN LLP

Chicago, Illinois
March 2, 1998



                                                                             26



<PAGE>   27



                               NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                               BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                           ------------
                                                        1996         1997
                                                        ----         ----
<S>                                                  <C>           <C>
ASSETS

Current assets:
 Cash and Cash Equivalents                          $ 4,479,041    $ 2,776,697
 Notes Receivable - Shareholder                              --         52,634
                                                    -----------    -----------
       Total current assets                           4,479,041      2,829,331

Equipment and Furniture:
 Equipment                                               27,007         32,492
 Furniture                                               12,988         26,231
 Less accumulated depreciation                          (26,828)       (33,555)
                                                    -----------    -----------
       Total equipment and furniture, net                13,167         25,168
                                                    -----------    -----------
       Total assets                                 $ 4,492,208    $ 2,854,499
                                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Obligations under research agreements                  80,000        150,000
  Due to related parties                                 43,239             --
  Accounts payable                                      232,792        275,427
  Accrued compensation                                  110,000         55,000
                                                    -----------    -----------
       Total current liabilities                        466,031        480,427
                                                    -----------    -----------

Commitments and contingencies (Notes 6 and 7)                --             --

Stockholders' equity:
 Common stock, $.0002145 par value;
  15,000,000 shares authorized:
  8,130,268 and 8,195,810 shares issued
  and outstanding as of December 31,
  1996 and 1997, respectively                             1,744          1,758
 Additional paid-in capital                           5,890,078      6,259,636
 Deficit accumulated during the
  development stage                                  (1,865,645)    (3,887,322)
                                                    -----------    -----------
       Total stockholders' equity                     4,026,177      2,374,072
                                                    -----------    -----------
       Total liabilities and stockholders'
        equity                                      $ 4,492,208    $ 2,854,499
                                                    ===========    ===========
</TABLE>



    The accompanying notes are an integral part of these balance sheets.



                                                                             27



<PAGE>   28


                               NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                          STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                              INCEPTION
                                                                           (JUNE 15, 1990)
                                            FOR THE YEARS ENDED                THROUGH
                                                DECEMBER 31,                 DECEMBER 31,
                                                ------------
                                      1995         1996           1997          1997
                                      ----         ----           ----          ----
<S>                              <C>           <C>           <C>           <C>
Revenues                         $         --  $         --  $    550,000  $       550,000

Expenses:
Research and development            1,068,683     1,099,631     1,411,692        5,474,531
General and administrative            244,901       956,924     1,370,486        3,146,852
                                 ------------  ------------  ------------  ---------------
 Total Expenses                     1,313,584     2,056,555     2,782,178        8,621,383

         Loss from Operations      (1,313,584)   (2,056,555)   (2,232,178)      (8,071,383)

Interest income                            --       238,275       210,501          448,776
Interest expense                     (356,043)      (47,365)            --        (735,606)
                                 ------------  ------------  ------------  ---------------
 Interest income(expense) - net      (356,043)      190,910       210,501         (286,830)

Net loss                         $ (1,669,627) $ (1,865,645) $ (2,021,677) $    (8,358,213)
                                 ============  ============  ============  ===============

Net loss per share               $       (.36) $       (.24) $       (.25)
                                 ============  ============  ============
Weighted average shares used in
 computing net loss per share       4,698,446     7,803,412     8,146,746
                                 ============  ============  ============
</TABLE>



 The accompanying notes are an integral part of these financial statements.



                                                                             28



<PAGE>   29


                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE PERIOD FROM INCEPTION (JUNE 15, 1990)
                          THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                      DEFICIT
                                      COMMON STOCK                  ACCUMULATED      TOTAL
                                      ------------     ADDITIONAL     DURING     STOCKHOLDERS'
                                                PAR      PAID-IN    DEVELOPMENT     EQUITY
                                      SHARES   VALUE     CAPITAL       STAGE       (DEFICIT)
                                      ------   -----     -------       -----       ---------
<S>                                 <C>        <C>     <C>          <C>          <C>
Balance at inception, June 15,
 1990                                      --  $   --  $        --  $        --  $          --
Initial issuance of stock for
 cash on June 21, 1990
 ($.0002145 per share)              3,263,888     700           --           --            700
Services contributed to Company
 by related party                          --      --       13,542           --         13,542
Net loss                                   --      --           --     (188,441)      (188,441)
                                    ---------  ------  -----------  -----------  -------------

Balance at December 31, 1990        3,263,888     700       13,542     (188,441)      (174,199)
                                    ---------  ------  -----------  -----------  -------------
Services contributed to Company
 by related party                          --      --       25,000           --         25,000
Net loss                                   --      --           --     (468,771)      (468,771)
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1991        3,263,888     700       38,542     (657,212)      (617,970)
                                    ---------  ------  -----------  -----------  -------------
Services contributed to Company
 by related party                          --      --       25,000           --         25,000
Net loss                                   --      --           --     (567,962)      (567,962)
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1992        3,263,888     700       63,542   (1,225,174)    (1,160,932)
                                    ---------  ------  -----------  -----------  -------------
Services contributed to Company
 by related party                          --      --       25,000           --         25,000
Net loss                                   --      --           --     (492,423)      (492,423)
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1993        3,263,888     700       88,542   (1,717,597)    (1,628,355)
                                    ---------  ------  -----------  -----------  -------------
Issuance of stock pursuant to
 exercise of stock options          1,398,810     300        7,449           --          7,749
Services contributed to Company
 by related party                          --      --       12,500           --         12,500
Net loss                                   --      --           --   (1,083,667)    (1,083,667)
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1994        4,662,698   1,000      108,491   (2,801,264)    (2,691,773)
                                    ---------  ------  -----------  -----------  -------------
Issuance of stock pursuant to
 exercise of stock options             37,302       8           --           --              8
Net loss                                   --      --           --   (1,669,627)    (1,669,627)
Reclassification of the
 deficit accumulated as
 the result of the termination
 of the Company's S Corporation
 status                                    --      --   (4,470,891)   4,470,891             --
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1995        4,700,000   1,008   (4,362,400)          --     (4,361,392)
                                    ---------  ------  -----------  -----------  -------------
</TABLE>


  The accompanying notes are an integral part of these financial statements.



                                                                             29



<PAGE>   30


                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE PERIOD FROM INCEPTION (JUNE 15, 1990)
                          THROUGH DECEMBER 31, 1997

                                 (CONTINUED)
<TABLE>
<CAPTION>
                                                                      DEFICIT
                                      COMMON STOCK                  ACCUMULATED      TOTAL
                                      ------------     ADDITIONAL     DURING     STOCKHOLDERS'
                                                PAR      PAID-IN    DEVELOPMENT     EQUITY
                                      SHARES   VALUE     CAPITAL       STAGE       (DEFICIT)
                                      ------   -----     -------       -----       ---------
<S>                                  <C>        <C>     <C>          <C>          <C>
Balance at December 31, 1995        4,700,000   1,008   (4,362,400)          --     (4,361,392)
                                    ---------  ------  -----------  -----------  -------------
Conversion of interest and
 loan payable to principal
 stockholder into common
 stock ($3.525 per share)             574,008     123    2,023,262           --      2,023,385
Issuance of stock pursuant to the
 Company's public offering net
 of costs incurred                  2,772,260     595    7,896,521           --      7,897,116
Issuance of stock pursuant to
 exercise of stock options             84,000      18      259,304           --        259,322
Net Loss                                   --      --           --   (1,865,645)    (1,865,645)
Issuance of options
 to non-employees                          --      --       73,391           --         73,391
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1996        8,130,268  $1,744  $ 5,890,078  $(1,865,645) $   4,026,177
                                    =========  ======  ===========  ===========  =============
Issuance of stock pursuant to
 exercise of stock options             55,542      12      175,166           --        175,178
Issuance of stock pursuant to
 Restricted stock grants               10,000       2       48,748           --         48,750
Net Loss                                   --      --           --   (2,021,677)    (2,021,677)
Issuance of options
 to non-employees                          --      --      145,644           --        145,644
                                    ---------  ------  -----------  -----------  -------------
Balance at December 31, 1997        8,195,810  $1,758  $ 6,259,636  $(3,887,322) $   2,374,072
                                    =========  ======  ===========  ===========  =============
</TABLE>


  The accompanying notes are an integral part of these financial statements.



                                                                             30



<PAGE>   31


                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               INCEPTION
                                                            FOR THE YEARS ENDED              (JUNE 15,1990)
                                                               DECEMBER 31,                     THROUGH
                                                               ------------                   DECEMBER 31,
                                                   1995             1996          1997           1997
                                                   ----             ----          ----           ----
<S>                                           <C>              <C>            <C>            <C>
Cash flows used in operating activities:
Net loss                                      $ (1,669,627)    $ (1,865,645)  $(2,021,677)   $ (8,358,213)
Adjustments to reconcile net loss to net
 cash used by operating activities:
Depreciation and amortization                        6,892            6,279         6,727          45,354
Gain on disposal of equipment                           --               --            --            (408)
Services contributed (non-cash)
 by related party                                       --               --            --         101,042
Interest payable to principal
 shareholder converted to stock                         --          523,385            --         523,385
Compensation expense from non-employee
 stock options                                          --           73,391       145,644         219,035
Restricted stock grants in lieu
 of cash compensation                                   --               --        48,750          48,750
Changes in operating assets and liabilities:
Other assets                                            --               --       (52,634)        (63,734)
Accounts payable and accrued liabilities           701,322         (883,600)       14,396         480,427
                                              ------------     ------------   -----------    ------------
     Net cash and cash equivalents used
      in operating activities                     (961,413)      (2,146,190)   (1,858,794)     (7,004,362)
                                              ------------     ------------   -----------    ------------
Cash flows used in investing activities:
Purchase of equipment and furniture                   (583)         (10,663)      (18,728)        (59,825)
Proceeds from disposal of equipment                     --               --            --             810
                                              ------------     ------------   -----------    ------------
     Net cash and cash equivalents used
      in investing activities                         (583)         (10,663)      (18,728)        (59,015)
                                              ------------     ------------   -----------    ------------
Cash flows from financing activities:
Proceeds from loan payable to
 principal stockholder                                  --               --            --       1,500,000
Advance on line of credit                        1,351,200          107,000            --       2,114,652
Reduction in line of credit                             --       (2,114,652)           --      (2,114,652)
Costs incurred related to the
 initial public offering                          (397,746)        (201,885)           --        (688,321)
Proceeds from initial public offering                   --        8,585,438            --       8,585,438
Proceeds from issuance of common stock                   8          259,322       175,178         442,957
                                              ------------     ------------   -----------    ------------
     Net cash and cash equivalents
      provided by financing activities             953,462        6,635,223       175,178       9,840,074
                                              ------------     ------------   -----------    ------------
Net increase (decrease) in cash                     (8,534)       4,478,370    (1,702,344)      2,776,697
Cash and cash equivalents,
 beginning of period                                 9,205              671     4,479,041              --
                                              ------------     ------------   -----------    ------------
Cash and cash equivalents, end of period      $        671     $  4,479,041   $ 2,776,697    $  2,776,697
                                              ============     ============   ===========    ============

Supplemental disclosure of cash paid for:
Interest                                      $    113,846     $     84,585   $        --    $    212,222
Income taxes                                            --               --            --              --

</TABLE>



  The accompanying notes are an integral part of these financial statements.



                                                                             31



<PAGE>   32


                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                           STATEMENTS OF CASH FLOWS

                                 (CONTINUED)


Supplemental disclosure of non-cash transactions:

In 1996, the Company converted the $1,500,000 loan and $523,385 of accrued
interest expense owed to the principal shareholder into 574,008 shares of
common stock and 143,502 warrants to purchase common stock.  The loan and
accrued interest were converted at the initial public offering price

In 1997, two consultants to the company each received 5,000 shares of
restricted common stock as compensation.  These grants were valued at the
closing price of the traded common shares on the date of the grants.



  The accompanying notes are an integral part of these financial statements.



                                                                             32



<PAGE>   33


                                NEOPHARM, INC.
              (A DELAWARE CORPORATION IN THE DEVELOPMENT STAGE)

                        NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 1997

1. ORGANIZATION AND BUSINESS:

     NeoPharm, Inc. (the "Company"), a Delaware corporation in the development
stage, was incorporated on June 15, 1990, under the name of OncoMed, Inc. In
March 1995, the Company changed its name to NeoPharm, Inc. The Company is
developing products to provide therapeutic and prognostic benefits in the
treatment of various forms of cancer. The Company has one product which is the
subject of a Cooperative Research and Development Agreement ("CRADA") with the
National Cancer Institute ("NCI"), a unit of the National Institutes of Health
("NIH") and a product, licensed from the NIH, that is the subject of a CRADA
with the Food and Drug Administration ("FDA"). The Company also has rights to
products developed under license and sponsored research agreements with
Georgetown University ("Georgetown").

     The Company is in the development stage which requires substantial capital
for research, product development and market development activities. The
Company has not yet initiated marketing of a commercial product. The Company
has filed one New Drug Application ("NDA") with the United States Food and Drug
Administration ("FDA") for BUdR (Broxuridine) in a prognostic application. This
and other proposed products will require clinical testing, regulatory approval
and substantial additional investment prior to commercialization. The future
success of the Company is dependent on its ability to obtain additional working
capital to develop, manufacture and market its products and, ultimately, upon
its ability to attain future profitable operations. There can be no assurance
that the Company will be able to obtain necessary financing or regulatory
approvals to be able to successfully develop, manufacture and market its
products, or attain successful future operations. Insufficient funds could
require the Company to delay, scale back or eliminate one or more of its
research and development programs or to license third parties to commercialize
products or technologies that the Company would otherwise seek to develop
without relinquishing its rights thereto. Accordingly, the predictability of
the Company's future success is uncertain.

     The Company's rights to its products are subject to the terms of its
agreements with NCI, NIH, FDA and Georgetown. Termination of any, or all, of
these agreements would have a material adverse effect on the Company's
business, financial condition and results of operations. In addition,
uncertainty exists as to the Company's ability to protect its rights to patents
and its proprietary information. There can also be no assurance that research
and discoveries by others will not render some or all of the Company's programs
or products noncompetitive or obsolete. Nor can there be any assurance that
unforeseen problems will not develop with the Company's technologies or
applications, or that the Company will be able to address successfully
technological challenges it encounters in its research and development
programs. Although the Company plans to obtain product liability insurance, it
currently does not have any nor is there any assurance that it will be able to
attain or maintain such insurance on acceptable terms or with adequate coverage
against potential liabilities.

2. SIGNIFICANT ACCOUNTING POLICIES:

RESEARCH AND DEVELOPMENT

     Research and development costs are expensed when incurred. These costs
include, among other things, consulting fees and costs reimbursed to Georgetown
pursuant to the agreements as described in Note 6. Payments related to the
acquisition of technology rights, for which development work is in process, are
expensed and considered a component of research and development costs. The
Company also allocates indirect costs, consisting primarily of operational
costs for administering research and development activities, to research and
development expenses.


CASH AND CASH EQUIVALENTS




                                                                             33



<PAGE>   34


     The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

EQUIPMENT AND FURNITURE

     Equipment and furniture are recorded at cost and are depreciated using an
accelerated method over the estimated useful economic lives of the assets
involved. The estimated useful lives employed in computing depreciation are
five years for computer equipment and seven years for furniture. Maintenance
and repairs that do not extend the life of assets are charged to expense when
incurred.

INCOME PER SHARE

     In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128, Earnings Per Share, which establishes standards for
computing and presenting earnings per share for publicly held common stock or
potential common stock.  Effective December 31, 1997, the Company adopted the
principals of Statement No. 128 in calculating and presenting its earnings per
share. The computation of net earnings (loss) per share is based on the
weighted average common shares outstanding during the periods, and includes,
when dilutive, common stock equivalents consisting of warrants and stock
options.

MANAGEMENT'S USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the reporting
period. Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

     Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
123). As provided by SFAS 123, the Company has elected to continue to account
for its stock-based compensation programs according to the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees". Accordingly, compensation expense has been recognized to the extent
of employee or director services rendered based on the intrinsic value of
compensatory options or shares granted under the plans.  The Company has
adopted the disclosure provisions required by SFAS 123 (see "Note 4 - Stock
Options" in Notes to Financial Statements).

RECLASSIFICATION

     Certain amounts in previously issued financial statements have been
reclassified to conform to 1997 classifications.

3. DEBT:

     On June 18, 1990, the Company executed a loan agreement with Dr. John N.
Kapoor, a principal stockholder. The loan agreement allowed the Company to
borrow up to $1,500,000. Funds borrowed under the agreement incurred interest
at the lesser of 10% or the prime rate as determined by the Northern Trust
Bank. The Company had borrowed funds up to the maximum of $1,500,000 at
December 31, 1995.

     Interest on borrowed funds accrued until the second anniversary of the
funding. Thereafter, principal and interest were to be repaid in 12 quarterly
installments. Any principal payment not paid within 5 days of the date when due
was subject to additional interest of 15% per annum.

     From June 1990 through April 1994, the Company financed its operations by
borrowing under this loan agreement. No payments of interest or principal were
made


                                                                             34



<PAGE>   35


during this period. In January of 1996, in accordance with the agreement
between the principal stockholder and the Company, with the completion of the
initial public offering, the principal stockholder converted the outstanding
loan balance, plus accrued interest through November 30, 1995, into shares of
the Company's common stock and common stock purchase warrants at a per share
conversion price equal to the offering price, $3.50 per share, $.10 per
warrant. The Company issued 574,008 shares and 143,502 warrants.

     During 1995 and early 1996, the Company maintained a line of credit with
Harris Bank with maximum borrowings of $2,500,000.  The line of credit was
personally guaranteed by the principal stockholder.  In early 1996, the Company
paid all outstanding balances and closed the line of credit.

4. STOCK OPTIONS

OPTION AGREEMENTS

     The Company adopted a stock plan in 1990. The Company granted options
under the plan to purchase 1,460,978 shares. The options have an exercise price
of $.0002145 per share with the exception of options to purchase 248,676 shares
issued in December 1993, which have an exercise price of $.03217 per share.
Effective January 1995, this plan has been terminated. No additional grants
will be made under this plan.

     On January 25, 1995, the board of directors approved the NeoPharm, Inc.
1995 Stock Option Plan (the "Plan"), which provided for the grant of up to
900,000 options to acquire the Company's common stock. The board of directors
amended the Plan on May 16, 1997, increasing the number of options to
1,400,000.  The option prices shall be not less than 85 percent of the fair
market value of the stock as determined by the Administrator pursuant to the
Plan. The board also approved the NeoPharm, Inc. 1995 Director Option Plan,
which provides for the grant of up to 100,000 options to acquire the Company's
common stock. The option prices shall be the fair market value on the date of
grant.  Vesting under these plans range from 0 to 4 years and all options
expire after 10 years.

     The Company accounts for the plans under APB Opinion No. 25, under which
no compensation cost has been recognized for stock option awards to employees.
Had compensation cost for such stock option awards under the plans been
determined consistent with FASB Statement No. 123, the Company's net income and
earnings per share would have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
                                           1995         1996         1997
                                           ----         ----         ----
<S>                <C>               <C>          <C>          <C>
Net Loss:          As Reported       (1,669,627)  (1,865,645)  (2,021,677)
                   Pro Forma         (1,840,545)  (2,061,099)  (2,379,751)

Loss per Share:    As Reported             (.36)        (.24)        (.25)
                   Pro Forma               (.39)        (.26)        (.29)
</TABLE>


     Included in the grants described above are options to purchase 323,324
shares granted to non-employees. The Company accounts for these options using a
fair value method with the fair value of these options determined at the date
of grant. From inception through December 31, 1995, the Company deemed the fair
value of these options on the date of grant to be nominal, and no expense was
recorded.  For the year ended December 31, 1996, the fair value was calculated
using the Black-Scholes pricing model, and an expense of $73,391 was recorded.
For the year ended December 31, 1997, the fair value was calculated using the
Black-Scholes pricing model, and an expense of $145,644 was recorded.

A summary of stock option activity is as follows:




                                                                             35



<PAGE>   36



<TABLE>
<CAPTION>
                                                OPTIONS OUTSTANDING
                                                -------------------
                                          NUMBER OF       EXERCISE PRICE
GRANT/EXERCISE DATE                        SHARES           PER SHARE
-------------------                        ------           ---------
<S>                                     <C>            <C>

Grants:
1990                                     1,184,324          $.0002145
1992                                        27,978           .0002145
1993                                       248,676           .03217
                                        ----------     ----------------------
Balance at December 31, 1993             1,460,978       $.0002145-$.03217
                                        ----------     ----------------------
Exercises:
November 17, 1994 - issued Jan. 1995.   (1,398,810)      $.0002145-$.03217
November 17, 1994 - issued Jan. 1995.      (37,302)         $.0002145
                                        ----------     ----------------------
Balance at December 31, 1994                24,866           $.03217
                                        ----------     ----------------------
Grants:
February, 1995                             308,000            $3.50
May, 1995                                   10,000             3.50
September, 1995                            100,000             3.50
November, 1995                             100,000             3.50
                                        ----------     ----------------------
Balance at December 31, 1995               542,866        $.03217-$3.50
                                        ----------     ----------------------
Grants:
May, 1996                                   30,000            $6.00
August, 1996                               260,000            $7.00

Exercises:
June, 1996                                 (19,000)           $3.50
July, 1996                                 (43,000)            3.50
August, 1996                               (10,000)            3.50
September, 1996                             (2,000)            3.50
December, 1996                             (10,000)           .03217
                                        ----------     ----------------------
Balance at December 31, 1996               748,866     $.03217,3.50,6.00,7.00
                                        ==========     ======================
Grants:
January, 1997                                1,000            $7.38
April, 1997                                  2,000             7.00
May, 1997                                    5,000             4.88
August, 1997                                 5,000             4.94

Exercises:
June, 1997                                  (7,000)           $3.50
July, 1997                                 (15,000)            3.50
October, 1997                               (9,042)       3.50, .03217
November, 1997                              (1,500)            3.50
December, 1997                             (23,000)            3.50
                                        ----------     ----------------------
Balance at December 31, 1997               706,324       $.03217 - 7.38
                                        ==========     ======================
</TABLE>


     Options eligible for exercise on December 31, 1993 included 1,212,302
options at an exercise price of $.0002145 and 248,676 options at an exercise
price of $.03217.  Options eligible for exercise on December 31, 1994 included
24,866 options at an exercise price of $.03217.  Options eligible for exercise
on December 31, 1995 included 24,866 options at an exercise price of $.03217
and 518,000 options at an exercise price of $3.50.  Options eligible for
exercise on December 31, 1996 included 14,866 at an exercise price of $.03217
and 444,000 options at an exercise price of $3.50. Options eligible for
exercise on December 31, 1997 included 9,324 at an exercise price of $.03217,
394,000 options at an exercise price of $3.50, 7,500 options at an exercise
price of $6.00 and 97,500 options at an exercise price of $7.00.



                                                                             36



<PAGE>   37



     The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions used for the option grants in 1996 and 1997 respectively:
risk-free interest rates of 6.45 percent and 6.58 percent; expected dividend
yields of 0.00 percent; expected life of 5 years; expected volatility of 76.21
percent and 79.93 percent for 1996 and 1997, respectively.

5. FEDERAL INCOME TAXES:

     From inception through October 11, 1995, the Company operated as an S
Corporation for income tax purposes.  Losses incurred during this period are
reported on the stockholders' tax return, and are not available to the Company
as a net operating loss carryforward.

     On October 11, 1995, the Company voluntarily terminated its S Corporation
election.  Since that time, losses incurred represent net operating loss
carryforwards which can be used to offset future taxable income.  Total net
operating loss carryforwards were approximately $3,173,000 and approximately
$5,195,000 as of December 31, 1996 and 1997, respectively.  In accordance with
the provisions of Statement of Financial Accounting Standard No. 109, a 100%
valuation allowance has been established on the net operating loss tax asset
due to the uncertainty of its realization.

6. COMMITMENTS:

LICENSE AND RESEARCH AGREEMENTS

     From time to time the Company enters into license and research agreements
with third parties. At December 31, 1997, the Company had five agreements in
effect as described below.

NATIONAL CANCER INSTITUTE

     The Company has entered into an agreement ("CRADA") with NCI. Pursuant to
the agreement, the Company has committed to commercialize certain products
received from NCI. The Company has agreed to provide product to support NCI
sponsored clinical trials and will use its best efforts to file a New Drug
Application ("NDA") with the Food and Drug Administration ("FDA"). NCI has
agreed to collaborate on the clinical development of the products and to
provide access to the data necessary to obtain pharmaceutical regulatory
approval.

     During the years ended December 31, 1997, 1996 and 1995, the Company paid
approximately $102,000, $0 and $87,000, respectively, for product used in
clinical trials. The Company is committed to pay NCI $120,000 per year for
reasonable and necessary expenses incurred by NCI in carrying out NCI's
responsibilities under the CRADA. During 1997, 1996 and 1995, the Company
expensed, as research and development costs, the $120,000 payable to NCI for
these expenses. NCI is required to provide the Company an accounting of the use
of funds. Any amounts not expended at the end of the agreement are refundable
to the Company.

     The CRADA will expire on September 13, 1998, if not terminated earlier. It
may be terminated by mutual consent of NCI and the Company. Either Party may
terminate if the other Party breaches a material term or condition and such
breach is not cured within a certain period of time. Also, either Party may
unilaterally terminate by giving 60 days notice. If unilaterally terminated by
either party, all provisions of the CRADA shall continue in full force and
effect during the completion of all clinical trials and clinical protocols
included under the CRADA prior to the date of notification of intent to
terminate. In such situation, the Company retains the rights to data from
clinical trials conducted prior to, or in progress, at the time of the
termination.

U.S. FOOD AND DRUG ADMINISTRATION




                                                                             37



<PAGE>   38


     The Company has entered into a CRADA with the Food and Drug
Administration.  Pursuant to the CRADA, the Company has committed to
commercialize the IL-13 chimeric protein product which it licensed from the
National Institute of Health and the Food and Drug Administration.  The FDA has
agreed to collaborate on the clinical development and commercialization of the
licensed product.

     The Company is committed to pay $100,000 per year for the reasonable and
necessary expenses incurred by the FDA in carrying out the FDA's
responsibilities under the CRADA.  The CRADA has a term of four years.  During
1997, the Company expensed $100,000 as research and development costs.  The
CRADA will expire on August 27, 2001.

NATIONAL INSTITUTE OF HEALTH

     The Company entered into an exclusive worldwide licensing agreement with
the National Institute of Health (NIH) and the Food and Drug Administration to
develop and commercialize an IL-13 chimeric protein therapy.  The agreement
required a $75,000 non-refundable license issue payment and minimum annual
royalty payments of $10,000 which increases to $25,000 after the first
commercial sale.  The agreement further provided for milestone payments and
royalties based on future product sales. The Company is required to pay the
costs of filing and maintaining product patients on the licensed products.  The
agreement shall extend to the expiration of the last to expire of the patents
on the licensed products, if not terminated earlier.  The agreement may be
terminated by mutual consent of NIH and the Company.  Either party may
terminate if the other Party breaches a material term or condition and such
breach is not cured within a certain period of time.  Also, either Party may
unilaterally terminate by giving advanced notice.

BIOCHEM PHARMA

     The Company has entered into a collaboration agreement with BioChem
Therapeutics, Inc., the wholly owned subsidiary of BioChem Pharma, under which
BioChem will develop, market, and distribute broxuridine in Canada.  The
agreement required BioChem to make an initial up-front payment of $550,000 and
subsequent milestone-based payments.  The Company and BioChem will share
product revenue from any future sales of broxuridine in Canada.

GEORGETOWN UNIVERSITY

     The Company has entered into two license and research agreements with
Georgetown whereby the Company has obtained an exclusive worldwide license to
use certain technologies. In exchange for the grant of these exclusive
licenses, the Company will pay Georgetown, beginning with the first commercial
sale of a product incorporating the licensed technologies, a royalty on net
sales by the Company of products incorporating any of such technologies. The
royalty will be payable for the life of the related patents.

     During the years ended December 31, 1997, 1996 and 1995, the Company paid
and expensed approximately $247,000, $204,000 and $277,000, respectively,
pursuant to the license and research agreements.

OTHER

     The Company has entered into consulting arrangements with members of its
Scientific Advisory Board who are also employed on a full-time basis by
academic or research institutions. Since inception through December 31, 1997,
members of the Scientific Advisory Board have been issued options (see Note 4)
to purchase an aggregate 63,324 shares of Company stock at the fair market
value at the date of grant which vest over the consulting period. Additionally,
the Scientific Advisory Board members have received aggregate payments of
approximately $83,000 since the inception of these consulting arrangements for
work performed and expenses incurred through December 31, 1997.




                                                                             38



<PAGE>   39


     The Company is obligated for rental payments under a sublease arrangement
with OptionCare, Inc. for office space in Bannockburn, Illinois.  Until moving
to the Banockburn location in November of 1997, the Company occupied office
space in Lake Forest, Illinois.  This space was provided as part of a
consulting agreement with EJ Financial.  (See Note 8 - "Transactions with
Related Parties" in Notes to Financial Statements)  At December 1997, amounts
committed were $29,550 for fiscal year 1998. Management expects this lease to
be extended or replaced by another lease.

7.  CONTINGENCIES

     The pharmaceutical industry has traditionally experienced difficulty in
maintaining product liability insurance coverage at desired levels. To date, no
significant product liability suit has ever been filed against the Company.
However, if a suit were filed and a judgment entered against the Company that
significantly exceeded the policy limits, it could have a material adverse
effect upon the Company's operations and financial condition.

   The Company is not a party to any litigation or other legal proceedings.

8. TRANSACTIONS WITH RELATED PARTIES

     The Company receives management services from EJ Financial Enterprises,
Inc. ("EJ Financial"), a healthcare consulting and investment firm in which Dr.
Kapoor is the principal stockholder. From inception through June 30, 1994, EJ
Financial charged the Company $25,000 per year for services provided plus
actual expenses incurred. Through June 30, 1994, no payment for these services
was made, but rather was treated as additional capital contributions by Dr.
Kapoor in the accompanying statements of stockholders' equity (deficit).
Effective July 1, 1994, EJ Financial increased its charge for management
services provided to $125,000 per year plus actual expenses. The agreement
reflected an increased need for technical support in the areas of research and
development and operations. Charges to the Company are based on actual time
spent by EJ Financial personnel on the Company's affairs. Management believes
that the cost for management services allocated to the Company represents the
cost of the services provided. From inception through December 31, 1997, the
Company expensed approximately $437,900 for management services and $255,500 as
reimbursement of actual expenses incurred by EJ Financial that directly related
to the Company.

     The Company subleases office space from Option Care Inc., a home infusion
company in which Dr. Kapoor, the Company's Chairman, is a major stockholder.
From inception through December 31, 1997 the company expensed approximately
$3,000 for rent under the Option Care sublease.

     The Company's Chief Scientific Officer, Dr. Aquilur Rahman, was employed
on a full-time basis by Georgetown until joining the Company in March 1996.  As
was previously mentioned, Georgetown and the Company are parties to license and
sponsored research agreements for product research and development (see Note
6). During 1997, 1996 and 1995, the Company expensed approximately $247,000,
$204,000 and $277,000 related to work performed and expenses incurred by
Georgetown. Since inception through December 31, 1997, the Company has expensed
approximately $1,996,000. Additionally, Dr. Rahman received options in June
1990 (See Note 4) to purchase 932,540 shares of Company stock at the fair
market value on the date of the grant of the options.

     On July 16, 1997, the Company loaned $50,000 to Dr. Rahman pursuant to a
promissory note.  The note accrues interest at a rate of 9%.  The principal
together with all accrued interest becomes due and payable on July 31, 1998.
As of December 31, 1997, there was $2,071 of accrued interest on this note.

     Prior to February 1996, the Company's former President and Chief Executive
Officer ("CEO"), William C. Govier, was a consultant to the Company on clinical
trials and NDA filing matters, both as an individual and as a consultant with
Aegis Technology, Inc. ("Aegis"), an entity co-founded by Govier. Dr. Govier
retired from the Company on January 16, 1998.  As the Company's President and
CEO, Govier received



                                                                             39



<PAGE>   40

options in December 1993, to purchase 233,134 shares of Company stock at the
fair market value on the date of grant, which were later fully exercised (See
Note 4). His colleague and co-founder of Aegis also received options in
December 1993 (see Note 4) to purchase 15,542 shares of Company stock at the
fair market value on the date of grant, of which 7,770 options were 100% vested
and 7,772 options vest upon future performance of services. The Company
expensed approximately $863,500 since inception through December 31, 1997,
related to work performed and expenses incurred by Govier, his colleague and
Aegis. During 1997, 1996 and 1995, the Company expensed approximately $262,000,
$159,500 and $334,400, respectively, related to these arrangements.

9. STOCKHOLDERS' EQUITY

     In January 1995, the Company amended its Certificate of Incorporation to
increase the number of authorized shares of common stock to 15,000,000 shares.
In October 1995, the Company amended its Certificate of Incorporation to
convert each 1.28681 shares of outstanding Common Stock into one share of
Common Stock and to restate the par value of the Common Stock from $0.000333
per share to $0.000429 per share. The reverse stock split has been reflected
retroactively in these financial statements for all periods presented.

     In January 1996, the Company completed a public offering of newly issued
1,350,000 shares of common stock and 675,000 warrants, for proceeds of
approximately $8,585,000 net of expenses.  On March 8, 1996 the Company issued
36,130 shares of common stock and 18,565 warrants related to the underwriter's
over-allotment option for proceeds of approximately $267,000, net of expenses.
Each warrant can be converted into two shares of common stock at $4.90 per
share.

     On August 14, 1996, the Company's Board of Directors declared a
two-for-one stock split of issued and outstanding Common Stock for stockholders
of record as of the close of business on August 26, 1996.  Accordingly, all
numbers of common shares and per share data have been restated to reflect the
stock split.  The par value of common stock has been adjusted from $0.000429
per share to $0.0002145 per share.

10.  SUBSEQUENT EVENTS

Management Changes

     The Company announced on January 20, 1998 that William C. Govier, M.D.,
Ph.D., the Company's President and Chief Executive Officer retired effective
January 16, 1998. Also announced was that James M. Hussey would replace Mr.
Govier within 90 days of the announcement.  Subsequently, Mr. Hussey joined the
Company as President and Chief Executive Officer on March 16, 1998.  John N.
Kapoor, Ph.D., chairman of the board of directors served as interim chief
executive officer.  Mr. Govier will continue to serve as a consultant to the
Company.

FDA Meeting

     On December 19, 1997, the FDA's Oncology Advisory Committee ("ODAC") voted
not to recommend NEOMARK (BUdR) to the FDA for approval. Since the ODAC action,
the Company has met with the FDA to respond to concerns raised by ODAC for the
purpose of continuing to pursue FDA approval. Based on these discussions the
Company is gathering additional data and reanalyzing the existing data in order
to obtain the FDA's approval of the Company's NDA. The original NDA was filed
in December, 1996. The application has already been extended once and the
Company anticipates being notified on or after March 31, 1998 that the time for
processing the original application has expired. In order for the Company to
continue to pursue approval of its NDA for use of BUdR as a prognostic
indicator, it will be necessary to submit additional information to support the
NDA.




                                                                             40