##### Table of Contents







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549







FORM 10-K



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number 0-23155







TRIMERIS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 56-1808663                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



2530 Meridian Parkway, 2ndFloor

Durham, North Carolina 27713

(Address of principal executive offices, including zip code)



(919) 806-4682

Registrants telephone number, including area code:





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



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of Each Class           |  | Name of Each Exchange on Which Registered
|Common Stock, $.001 par value |  | The NASDAQ Stock Market, LLC             



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

None







Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x



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.   ̈



Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer, non-accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈ |  | Smaller reporting company   ̈



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ̈    No  x



The aggregate market value of the voting stock held by
non-affiliates of the registrant, as of June 30, 2008 was approximately $42,751,381 (based on the last sale price of such stock as reported by The NASDAQ Stock Market, LLC, on its NASDAQ Global Market on June 30, 2008).



The number of shares of the registrants common stock outstanding as of
March 4, 2009 was 22,299,841.



DOCUMENTS INCORPORATED
BY REFERENCE



Portions of the registrants definitive
proxy statement for the 2009 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year are incorporated by reference in Part III of this Form 10-K.









---

##### Table of Contents

TRIMERIS, INC.



FORM 10-K ANNUAL REPORT



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008



Table of Contents



|               |  |                                                                                                              |  |     
|-------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|Item Number    |  |                                                                                                              |  | Page
|               |  | PART I.                                                                                                      |  |     
|               |  |                                                                                                             
|Item 1.        |  | Business                                                                                                     |  | 3   
|Item 1A.       |  | Risk Factors                                                                                                 |  | 15  
|Item 1B.       |  | Unresolved Staff Comments                                                                                    |  | 24  
|Item 2.        |  | Properties                                                                                                   |  | 24  
|Item 3.        |  | Legal Proceedings                                                                                            |  | 24  
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                                          |  | 24  
|               |  |                                                                                                             
|               |  | PART II.                                                                                                     |  |     
|Item 5.        |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 25  
|Item 6.        |  | Selected Financial Data                                                                                      |  | 27  
|Item 7.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 30  
|Item 7A.       |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 46  
|Item 8.        |  | Financial Statements and Supplementary Data                                                                  |  | 47  
|Item 9.        |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         |  | 47  
|Item 9A.       |  | Controls and Procedures                                                                                      |  | 47  
|               |  |                                                                                                             
|               |  | PART III.                                                                                                    |  |     
|Item 10.       |  | Directors, Executive Officers and Corporate Governance                                                       |  | 49  
|Item 11.       |  | Executive Compensation                                                                                       |  | 49  
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 49  
|Item 13.       |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 49  
|Item 14.       |  | Principal Accountant Fees and Services                                                                       |  | 49  
|               |  |                                                                                                             
|               |  | PART IV.                                                                                                     |  |     
|Item 15.       |  | Exhibits and Financial Statement Schedules                                                                   |  | 50  
|Signature Page |  | S-1                                                                                                         
|Exhibit Index  |  | S-2                                                                                                         



2



---

##### Table of Contents

PART I



ITEM 1.    BUSINESS



Statements in this Annual Report on Form 10-K that are not historical fact are forward-looking statements. These
forward-looking statements include statements regarding Trimeris, Inc.s (Trimeris or the Company) expectations, hopes, beliefs, intentions or strategies regarding the future and are subject to a number of known and
unknown risks and uncertainties, many of which are beyond our control. Such statements can be identified by the fact that they use words such as expect, project, intend, plan, believe and
other words and terms of similar meaning. While we believe these statements are accurate, our business is dependent on many factors, some of which are discussed in the Risk Factors and Business sections of this Annual Report
on Form 10-K. Many of these factors are beyond our control, and any of these and other factors could cause actual clinical and financial results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K. The
results of our previous clinical trials are not necessarily indicative of the results of future clinical trials and our previous financial results are not necessarily indicative of our future financial results. Please read the Risk
Factors section in this Annual Report on Form 10-K for further information regarding these factors. We undertake no obligation to release publicly the results of any revisions to the statements contained in this report to reflect events or
circumstances that occur subsequent to the date of this Annual Report on Form 10-K.



Overview



We are a biopharmaceutical company
incorporated in 1993 and primarily engaged in the commercialization of a class of antiviral drug treatments called fusion inhibitors. Fusion inhibitors impair viral fusion, a complex process by which viruses attach to, penetrate and infect host
cells. If a virus cannot enter a host cell, the virus cannot replicate. By inhibiting the fusion process of particular types of viruses, like the Human Immunodeficiency Virus (HIV), our first commercial product and our next generation
fusion inhibitor under research offer a novel mechanism of action with the potential to treat an important medical viral disease, HIV. In 2007, we announced a change in strategic direction that involves terminating our research and development
activities.



FUZEON is our first-generation HIV fusion
inhibitor, developed in collaboration with F. Hoffmann-La Roche Ltd., (Roche). FUZEON has been shown to inhibit HIV viral fusion with host cells by blocking the conformational rearrangement of an HIV protein called gp41. The Food and
Drug Administration (the FDA) approved the use of FUZEON in combination with other anti-HIV drugs for the treatment of HIV-1 infection in treatment-experienced patients with evidence of HIV-1 replication despite ongoing anti-HIV therapy.
The FDA granted accelerated approval for the commercial sale of FUZEON in 2003, and commercial sales of FUZEON began in March that same year. Full approval was granted in October 2004. Roche also filed an application for European marketing approval
of FUZEON in September 2002 and was granted marketing approval under exceptional circumstances by the European Agency for the Evaluation of Medicinal Products in May 2003.



Roche is manufacturing FUZEON drug substance in its Boulder, Colorado facility. Roche uses this drug substance to produce FUZEON finished
drug product at its manufacturing facility in Basel, Switzerland. FUZEON is distributed and sold by Roche through Roches sales and distribution network throughout the world in countries where regulatory approval has been received.



Commercial sales of FUZEON began in the United States in March 2003. Roche
retained an exclusive license to manufacture and sell FUZEON worldwide. Under our Development and License Agreement (defined below) with Roche, we share profits equally from the sale of FUZEON in the United States and Canada. During 2008, net sales
of FUZEON in the United States and Canada decreased 48% to $64.2 million from $124.3 million in 2007. Net sales were $134.2 million in 2006. Net sales outside the United States and Canada decreased 28% to $102.8 million in 2008 from $142.5 million
in 2007 and were $114.8 million in 2006. Unit sales of FUZEON are expressed in kits shipped. A kit represents a one-month supply of FUZEON for a patient. During 2008, Roche sold and shipped approximately 36,000 kits to wholesalers in the United
States and Canada.In addition, Trimeris has also agreed to pay Roche a low single-digit royalty on future net sales of our lead Next Generation Fusion Inhibitor (NGFI) candidate, TRI-1144, up to a specified limit.



3



---

##### Table of Contents

In late 2007, we shifted our strategic emphasis and announced that we would be reorganizing our corporate
structure to maximize cash flows from FUZEON while also advancing TRI-1144 to a value-creating milestone. As a result, as of year- end 2008, the Company no longer staffs a research and development function.



With this new structure in place, the Company intends to meet the following
objectives during 2009:



| |  |  | Continue activities that will help maintain the strength of the FUZEON franchise while relying more on Roches commercial and development capabilities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Identify partnering or licensing opportunities for TRI-1144.
| | - |  | ------------------------------------------------------------



| |  |  | Pursue strategic alternatives for the Company.
| | - |  | ----------------------------------------------



Commercial Products



FUZEON



FUZEON is our first and only marketed product for the treatment of HIV. The FDA has approved the use of FUZEON in combination with other anti-HIV drugs
for the treatment of HIV-1 infection in treatment-experienced patients with evidence of HIV-1 replication despite ongoing anti-HIV therapy. The standard approach to treating HIV infection has been to lower viral loads by using a combination of
drugs. There are approximately 30 FDA-approved drugs for the treatment of HIV.



FUZEON Mechanism of Action



FUZEON is a 36-amino acid synthetic peptide that binds to a key region of an HIV surface protein called gp41. FUZEON blocks HIV viral fusion by interfering with certain structural rearrangements within gp41 that are
required for HIV to fuse to and enter a host cell.



In the HIV
infection process, the gp120 surface protein is stripped away from the virus after gp120 binds to host cell receptors. Two specific regions in the gp41 protein are thus freed and can bind to one another and cause the viral membrane to fuse with the
host cell membrane. If FUZEON is present in the bloodstream, it binds tightly to one of these regions within the gp41 protein and blocks the structural rearrangement necessary for the virus to fuse with the host cell. Since the virus cannot fuse
with the host cell, it cannot penetrate and release its genetic material into the cell. As a result, HIV infection of the host cell is inhibited and HIV replication within that cell is prevented.



Commercial Results



Under our Development and License Agreement with Roche, Trimeris and Roche
share profits from the sale of FUZEON in the United States and Canada. This amount is reported as collaboration income or loss, as a component of revenue, in the Statements of Operations. Collaboration income (loss) is calculated as follows: Total
gross sales of FUZEON in the United States and Canada is reduced by any discounts, returns or rebates resulting in total net sales. Net sales are reduced by costs of goods sold resulting in gross margin. Gross margin is reduced by selling, marketing
and other expenses related to the sale of FUZEON, resulting in operating income or loss. The Companys share of the operating income or loss is reported as collaboration income (loss). For the year ended December 31, 2008, net sales of
FUZEON in the United States and Canada totaled approximately $64.2 million compared to $124.3 million in 2007 and $134.2 million in 2006. During the year ended December 31, 2008, the gross profit from the sale of FUZEON exceeded sales,
marketing and other expenses resulting in the Companys share of operating income from the sale of FUZEON in the United States and Canada of $9.0 million compared to $24.2 million in 2007 and $21.7 million in 2006. Unit sales of FUZEON are
expressed in kits shipped. A kit represents a one-month supply of FUZEON for a patient. For the year ended December 31, 2008, Roche sold and shipped to wholesalers in the U.S. and Canada approximately 36,000 kits compared to 72,200 kits in 2007
and 79,700 kits in 2006. The number of kits shipped and the resulting sales levels may not remain constant and may increase or decrease in the future.



FUZEON is widely available through retail and specialty pharmacies across the U.S. and Canada. Revenue from FUZEON sales is recognized when Roche ships
the drug, and title and risk of loss passes to wholesalers. All sales are recorded by Roche.



4



---

##### Table of Contents

Under our Development and License Agreement with Roche, we receive a royalty based on net sales of
FUZEON, as recorded by Roche, outside the United States and Canada. For the year ended December 31, 2008, net sales of FUZEON, as recorded by Roche, outside the United States and Canada were $102.8 million compared to $142.5 million in 2007 and
$114.8 million in 2006. FUZEON is commercially available in over 55 countries, including all the major countries in Europe.



Regulatory



In October 2004, the FDA granted full approval to FUZEON. The FDA had previously granted accelerated approval to FUZEON on the basis of 24-week data in
March 2003.



In June 2004, the European Medicines Evaluation
Agency (the EMEA), granted full approval to Roche to market FUZEON in the European Union. Outside the United States, Roche has received approval and reimbursement for FUZEON in over 55 countries.



Manufacturing



Roche manufactures the bulk drug substance of FUZEON. Based on our progress
and experience to date, we believe that Roche will be able to produce a supply of FUZEON sufficient to meet anticipated demand. If FUZEON sales levels do not meet Roches and our expectations, the resulting production volumes may not allow
Roche to achieve its anticipated economies of scale for FUZEON. If Roche does not achieve these economies of scale, the costs of goods for FUZEON could increase.



Roche performs the fill-finish and all final product storage and packaging operations for FUZEON. Raw materials and supplies
required for the production of FUZEON are generally available from various suppliers in quantities adequate to meet our needs. Each of our third-party service providers, suppliers and manufacturers are subject to continuing inspection by the FDA or
comparable agencies in other jurisdictions. Any delay, interruption or other issues that arise in the manufacture, fill-finish, packaging, or storage of our products, including as a result of a failure of Roches or our third-party service
providers facilities to pass any regulatory agency inspection, could significantly impair our ability to sell FUZEON.



We believe that Roches existing manufacturing facilities and outside sources will allow us to meet our near-term and long-term manufacturing needs
for FUZEON. Roches manufacturing facilities operate under multiple licenses from the FDA, regulatory authorities in the European Union and other regulatory authorities.



2008 Results and Developments



Given the demonstrated efficacy, durability and safety of FUZEON-based therapies in treatment experienced patients, we, in concert with our
partner Roche, have focused much of our promotional efforts on three primary objectives: expanding the adoption and initiation of therapy with FUZEON, enhancing retention of patients on therapy, and ensuring full access for individuals that have
been prescribed FUZEON. Following our corporate restructurings in 2006 and 2007, Trimeris has taken a lesser role in the day-to-day activities involved in the commercial support of FUZEON in the marketplace than in years prior. We expect Roche to
continue with the current and planned major commercial initiatives with greater overall efficiency.



New Market Entrants



In 2007, two new antiretroviral agents received FDA marketing approval (SELZENTRY® and ISENTRESS®) with a third (INTELENCE®) approved in January 2008. Data
from clinical trials with these new agents continued to demonstrate the benefits of combining FUZEON in regimens that contain these new, active agents. Nevertheless, the availability of a variety of new active agents for use in treatment-experienced
patients has placed significant pressure on FUZEON sales in the U.S. Sales for calendar year 2008, in dollars, were down 48% as compared to calendar year 2007. Each of these new agents is administered orally and has the potential to provide
experienced patients with a more convenient treatment regimen than FUZEON which is administered by subcutaneous injection.



5



---

##### Table of Contents

Current and Future FUZEON Clinical Trials



Following the Companys reductions-in-workforce in 2006 and 2007, Roche
has taken the primary role in conducting current and future FUZEON clinical trials. Roche will be responsible for conducting the two ongoing clinical trials with FUZEON during 2009. One study, T20 AMICI, A Study of FUZEON (Enfuvirtide) With an
Integrase Inhibitor Plus Optimized Background in Treatment-Experienced HIV-1 Infected Patients, is in the process of concluding and is not currently recruiting. A second study is a postmarketing commitment to the FDA tracking pneumonia
in connection with FUZEON use.



There are no further clinical
trials with FUZEON planned for initiation in 2009.



Roche Collaboration



In 1999, we entered into a worldwide agreement with Roche to
develop and market FUZEON and certain other compounds (the Development and License Agreement) and, in 2000, we and Roche entered into a research agreement (the Research Agreement) to discover, develop and commercialize
certain additional fusion inhibitor peptides. Our agreements with Roche granted them an exclusive, worldwide license for FUZEON and certain other peptide compounds in the field of HIV. Roche may terminate its license as a whole or for a particular
country or countries in its sole discretion with advance notice. We agreed to share development expenses and profits for FUZEON and certain other compounds in the United States and Canada equally with Roche. Outside of the United States and Canada,
Roche agreed to fund all development costs and pay us royalties on net sales of FUZEON and the other compounds, for a specified term. In 2006, Roche and Trimeris amended the terms of the Development and License Agreement to, among other things,
modify the payments upon achievement of future milestones. The amendment eliminates the concept of a Replacement Compound (as defined in the Development and License Agreement) and, as a result, Roche is responsible for a $5.0 million milestone
payment under the Development and License Agreement payable upon the achievement of a certain cumulative twelve-month sales threshold for FUZEON in the United States and Canada.



Our collaboration with Roche is a contractual one and is not a separate legal entity. Consequently, we have no investment in
any collaboration entity. All assets used in the manufacture of FUZEON by Roche are owned and operated by Roche.



Roche is responsible for the sales, marketing and distribution of FUZEON and all sales are made through its sales force. The results of our commercial
operations are reported on our financial statements as Collaboration income (loss) which is calculated as follows: Total gross sales of FUZEON by Roche in the United States and Canada is reduced by estimates for discounts, rebates and
returns resulting in total net sales. Net sales are reduced by costs of goods sold resulting in gross margin. Gross margin is reduced by selling and marketing expenses and other expenses related to the sale of FUZEON, resulting in operating income
or loss. The Companys share of the operating income (loss) is reported as collaboration income (loss). This information is disclosed below in Managements Discussion and Analysis of Financial Condition and Results of
OperationCritical Accounting PoliciesCollaboration Income (Loss).



Substantially all of the data used to calculate the collaboration income (loss) is derived from information provided by Roche. We compare sales amounts to data from third party market intelligence providers, such as
IMS Health, for accuracy. Roches estimate of discounts, rebates and returns is first reviewed by Trimeris based on its knowledge of the payor mix and other factors. The collaboration has a North American Joint Marketing Committee
(NAJMC) that oversees the commercialization activities related to FUZEON. The NAJMC consists of representatives from Roche and Trimeris. The NAJMC reviews the budgets for the direct marketing costs and Roche sales force costs charged to
FUZEON and the costs of departments at Roche that devote time to FUZEON-related issues, such as government affairs and reimbursement. The actual costs are reviewed by Trimeris personnel and compared to budgeted amounts prior to inclusion in
collaboration income (loss). In the event that we are not satisfied after reviewing the actual costs, we will withhold payment until presented with satisfactory documentation or appropriate adjustments to the charges are made.



We recognize 50% of the total collaboration gross profit (loss), which
includes estimates made by and recorded by Roche for reductions to gross sales for expected returns of expired products, government rebate programs, such as



6



---

##### Table of Contents

Medicaid reimbursements, and customer incentives, such as cash discounts for prompt payment. Estimates for government rebate programs and cash discounts are
determined by Roche based on contractual terms, historical information from Roches anti-HIV drug portfolio and Roches expectations regarding future utilization rates for these programs. Estimates for product returns are based on an
on-going analysis of industry return patterns and historical return patterns by Roche for its anti-HIV drug portfolio. This includes the purchase of third-party data by Roche to assist Roche and us in monitoring channel inventory levels and
subsequent prescriptions for FUZEON. We also monitor the activities and clinical trials of our key competitors and assess the potential impact on future FUZEON sales and return expectations where necessary. Expected returns of FUZEON kits are
generally low as FUZEON has a high Wholesale Acquisition Cost (WAC), compared to other anti-HIV drugs, and requires significantly more storage space than other anti-HIV drugs due to the size of a monthly kit because FUZEON requires twice
daily injections. Consequently, wholesalers tend to stock only the necessary volumes of FUZEON inventory. We believe that, on average, wholesalers hold approximately 25 days of inventory of FUZEON that has been sold by Roche to wholesalers, but not
yet purchased by patients. The current shelf life of FUZEON is 36 months. Roche reviews the estimates discussed above on a quarterly basis and adjusts estimates as appropriate for changes in facts or circumstances. This estimate may reduce or
increase our share of collaboration income (loss) under our Development and License Agreement.



In 2005, the Company amended the Development and License Agreement (the Manufacturing Amendment) with Roche to set forth certain rights and responsibilities with respect to the manufacture and sale of
FUZEON. The Manufacturing Amendment addressed several aspects of the parties collaboration related to the manufacture of FUZEON. According to the terms of the Manufacturing Amendment, Roche became responsible for all decisions regarding future
FUZEON manufacturing volume, including management of the inventory supply chain. Subject to certain exceptions, Roche became financially responsible for all write-offs of expired Product (as defined in the Development and License Agreement) sold in
the United States and Canada. In addition, Roche became responsible for write-offs of all supply chain materials not currently in inventory as of the date of execution of the Manufacturing Amendment and the collaborations Joint Steering
Committee governs the schedule of converting supply chain materials that are in inventory as of that date into product.



The Manufacturing Amendment outlined certain methodologies for the allocation of standard cost variances between the parties, the sharing of financial
data related to FUZEON manufacturing, and the methodology for calculating currency conversions. For further discussion of accounting matters related to the Manufacturing Amendment, see Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operation, and Note 9Roche Collaboration in the Notes to the Financial Statements.



In March 2007, the Company entered into an agreement with Roche that amended the terms of the Research Agreement. Pursuant to this March 2007 agreement,
all rights to joint patents and other intellectual property related to next-generation HIV fusion inhibitor peptides covered by the Research Agreement were returned to Trimeris. In exchange, Trimeris agreed to pay Roche a low single-digit royalty on
future net sales of our lead NGFI candidate, TRI-1144, up to a specified limit. In addition, Roche agreed to return to Trimeris the rights to all intellectual property that Trimeris originally licensed to Roche under the Development and License
Agreement, with the exception that Roche has retained an exclusive license to manufacture and sell FUZEON worldwide.



Prior to the execution of this agreement, Roche and Trimeris shared equally all costs related to the research and development of TRI-1144. After March
2007, all costs related to TRI-1144 research and development were borne solely by Trimeris. Trimeris has the sole right to continue development of TRI-1144. During 2008, the Company initiated and completed a Phase I clinical trial with this
compound. No further studies beyond this Phase I study are being contemplated at this time.



Research



Prior to our
re-organization in late 2007, we conducted research and development activities both internally and with our collaborative partners. Our research efforts focused primarily on treating viral diseases by identifying novel mechanisms for blocking viral
entry. In total, our research and development (R&D) expenses were $5.1 million in 2008 compared to $12.9 million in 2007 and $18.3 million for 2006. We do not plan to conduct research and development activities because we completed
the TRI-1144 Phase I clinical trial during 2008 and have not staffed a research and development function since the conclusion of this trial in June 2008.



7



---

##### Table of Contents

Viral Fusion Inhibitors



Viruses utilize the intracellular machinery of a cell to make components that are necessary for viral replication. Viruses
cause disease when their uncontrolled replication interferes with the basic function of the invaded cells. The attraction of a virus to the cell it infects is based upon a specific interaction between the receptors on the surface of the target cell
and the virus.



Viral infection of cells occurs through a
cyclical, multi-step process, consisting of viral entry, intracellular replication and release. Once the viral genetic material is inside the target cell, this material then directs the target cell to produce viral proteins and enzymes that are
necessary to complete the replication cycle of the virus. When viral replication is completed, newly formed viruses are released from the cell. These newly formed viruses spread by infecting new cells. The cycle is repeated when the replicated virus
infects the new cells.



Currently marketed antiviral therapies
typically target specific enzymes that viruses use to replicate. Other compounds that are in clinical development, including ours, focus on the entry of the viruses into target cells. We have pioneered the discovery and development of a new class of
anti-HIV compounds, called fusion inhibitors, that prevents one of the crucial steps in viral entry from occurring by blocking the conformational rearrangement of HIV required to allow HIV to fuse with a host cell. FUZEON is a first-generation
fusion inhibitor that prevents HIV from entering and infecting cells.



TRI-1144



With respect to our next
generation peptide program, our intention has been to identify a NGFI candidate that has an optimized virological and pharmacokinetic profile as well as to identify a sustained-release formulation for that peptide that will allow significantly less
frequent dosing than FUZEON.



In January 2006, Roche and
Trimeris announced the selection of two NGFI peptides for co-development and progression into further pre-clinical studies. The peptides, TRI-1144 and TRI-999, first synthesized at Trimeris, are distinct compounds derived from HR2 sequences of HIV.
In connection with the announcement of the selection of two NGFI peptides for co-development and progression into further pre-clinical studies, Trimeris received a payment from Roche of $2.5 million. In September 2006, Roche and Trimeris agreed
that, based on the results of completed preclinical testing, TRI-1144 had met the criteria previously established by the companies for further development. As a result, TRI-1144 was advanced as the lead pre-clinical NGFI candidate. TRI-999 did not
satisfy these criteria and will not be developed further.



TRI-1144 has been developed with the specific goal of achieving durable suppression of HIV by increasing the potency of the molecules and raising their genetic barrier to the development of resistance. Also, central to the development
program is increased patient convenience via simpler, more patient-friendly administration with a target of less frequent dosing considering even the possibility of once-weekly dosing formulations.



In March 2007, the Company entered into an agreement with Roche whereby
Trimeris now has the sole right to continue development of TRI-1144. Prior to the execution of this agreement, Roche and Trimeris shared equally all costs related to the research and development of TRI-1144. Beginning in March 2007, all costs
related to TRI-1144 research and development are borne solely by Trimeris. During 2008, we filed an Investigational New Drug application (IND) for TRI-1144, and initiated and completed a single ascending dose (SAD) Phase I
clinical trial for TRI-1144.



Preliminary Results from the
Phase 1 Clinical Study of TRI-1144



Results of the study,
which were released in 2008, indicate TRI-1144 was well tolerated at all doses tested. Plasma concentrations at 24 hours suggested that a dose of approximately 25 mg of TRI-1144 could be sufficient for a convenient, once-daily, low-volume injection.
In addition, this dose produced no injection-site reactions (ISRs) in this study.



8



---

##### Table of Contents

Conducted in 24 healthy subjects, study TRI 1144-101 was a placebo-controlled, double-blind, single-dose
trial that explored the safety, tolerability and pharmacokinetics of four doses of TRI-1144. A total of 18 subjects received TRI-1144, ranging from 25 mg to 250 mg while 6 subjects received placebo. Pharmacokinetic analyses showed that the plasma
half-life ranged from 13 to 20 hours depending on the dose administered, with a time to maximal exposure ranging from 10 to 13 hours.



There were no serious adverse events observed during the trial. Eight subjects experienced a total of 13 adverse events. Of these eight subjects, five
were in the TRI-1144 group (5/18 or 28%) while three subjects were in the placebo group (3/6 or 50%). With respect to the events observed in the TRI-1144 group, five were considered mild (5/6 or 83%) and one was moderate (1/6 or 17%) (backache;
unrelated). With respect to adverse events observed in the placebo group, five events were considered mild (5/7 or 71%) and two were moderate in intensity (2/7 or 29%). No serious ISRs were observed. Two out of 6 (33%) and 15/18 (83%) of
subjects receiving placebo or TRI-1144, respectively, experienced mild or moderate ISRs. No ISRs were experienced in the TRI-1144 25 mg group. Erythema and pain/discomfort were the most frequent signs/symptoms observed and most ISRs resolved by 96
hours. No ISRs were experienced in the 25 mg group. Full data from the trial will be presented at an upcoming medical conference.



There are no current plans to conduct future clinical trials for TRI-1144 beyond this Phase I trial. Further development of TRI-1144 beyond this Phase I
trial would require entering into a collaboration with another pharmaceutical company.



Sales, Marketing and Distribution



Trimeris
does not exercise direct control over the sales, marketing or distribution of FUZEON. We currently rely on Roche for the sales, marketing and distribution of FUZEON, in accordance with the marketing terms contained in our Development and License
agreement with Roche. Roche may terminate this agreement at any time with advance notice. If Roche fails to market FUZEON adequately, we do not have the ability under our Development and License Agreement to establish our own sales, marketing or
distribution capabilities. If Roche ceases to market FUZEON by terminating our agreement, and we were unable to reach agreement with one or more other marketing partners, we would be required to develop internal sales, marketing and distribution
capabilities. We may not be able to establish cost-effective sales, marketing or distribution capabilities or make arrangements with third parties to perform these activities on acceptable terms on a timely basis, if at all. This would have a
material adverse effect on our business, financial condition, results of operations and the market price of our stock.



Our agreement with Roche and any sales, marketing or distribution arrangements we establish with other parties gives Roche, and may give those parties,
significant control over important aspects of the commercialization of FUZEON, including:



| |  |  | market identification;
| | - |  | ----------------------



| |  |  | marketing methods;
| | - |  | ------------------



| |  |  | pricing;
| | - |  | --------



| |  |  | drug positioning;
| | - |  | -----------------



| |  |  | composition and deployment of sales force; and
| | - |  | ----------------------------------------------



| |  |  | promotional effort and activities.
| | - |  | ----------------------------------



We may not be able to control the amount or timing of resources that Roche or any third party may devote to FUZEON.



FUZEON is currently widely available through retail and specialty pharmacies
across the United States.



Patents, Proprietary Technology and Trade Secrets



Our success will depend, in part, on our ability, and the
ability of our collaborators or licensors, to obtain protection for our products and technologies under United States and foreign patent laws, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties.



9



---

##### Table of Contents

We own or have exclusive licenses to 43 issued United States patents, numerous pending United States
patent applications, and certain corresponding foreign patents and patent applications. Most of our United States patents issued to date are currently set to expire between 2012 and 2027.



We also rely on trade secrets, know-how and other proprietary information, which we seek to protect, in part, through the
use of confidentiality agreements with employees, consultants, advisors and others. These agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized disclosure.
Our employees, consultants or advisors could disclose our trade secrets or proprietary information to competitors, which would be detrimental to us.



We have an exclusive, worldwide, royalty-bearing license from the New York Blood Center (the NYBC) under certain U.S. and foreign patents and
patent applications relating to certain HIV peptides. Under this license, the Company is required to pay the NYBC a royalty in the amount equal to one-half of one percent of Net Sales (as defined in the license) of FUZEON sold by Trimeris, or by a
sublicensee, in any calendar year, until such time as $100 million of Net Sales is attained; after which the Company will pay the NYBC a royalty in an amount equal to one-quarter of one percent of Net Sales of FUZEON sold by Trimeris and any
sublicensee in any calendar year in any Country where the NYBC has a pending, or issued, unexpired and valid claim contained in the licensed patents. The obligation to pay royalties to the NYBC under the Companys exclusive license to the
patents ends on August 22, 2012. We recognized expense of approximately $523,000, $758,000, and $773,000 during 2008, 2007, and 2006, respectively, for royalty payments due to the NYBC related to the sales of FUZEON.



On November 20, 2007, the Company was informed that Novartis Vaccines
and Diagnostics, Inc. (Novartis) had filed suit against Hoffman-La Roche Inc., Roche Laboratories Inc., Roche Colorado Corp., and F. Hoffman-La Roche LTD. (collectively the Roche Entities) and Trimeris alleging infringement
of Novartis U.S. Patent No. 7,285,271 B1, entitled Antigenic Composition Comprising an HIV gag or env Polypeptide (the 271 Patent) related to the manufacture, sale and offer for sale of FUZEON. The
lawsuit was filed in the Eastern District of Texas (Marshal Division). FUZEON is an innovative HIV fusion inhibitor that was approved in 2003, having been developed by Roche in collaboration with the Company.



The 271 Patent that is the subject of the infringement suit was granted
to Novartis on October 23, 2007. On March 7, 2008, the Company received formal service of the complaint in this case and on May 29, 2008, Roche and Trimeris filed an answer and counterclaim requesting relief on several grounds
including non-infringement, patent invalidity, unenforceability and double-patenting. Also on May 29, 2008, Roche and Trimeris filed a motion to transfer or, in the alternative, dismiss Trimeris pursuant to the Federal Rules of Civil Procedure.
On July 30, 2008, Novartis filed an answer to the Roche-Trimeris counterclaims. On August 1, 2008, Roche and Trimeris filed a reply in support of Trimeris motion to transfer. On September 3, 2008, the Court dismissed the
Roche-Trimeris motion for transfer of venue without prejudice. On October 10, 2008, Roche and Trimeris filed a renewed motion to transfer. On March 3, 2009, Trimeris and the Roche filed invalidity contentions with the court. No trial date
has been scheduled and the outcome of this matter cannot be determined at this time. In connection with its suit, Novartis is seeking money damages, attorneys fees and injunctive relief which, if successful, would prevent Roche and Trimeris
from manufacturing and selling FUZEON.



Competition



We are engaged in a segment of the biopharmaceutical industry, the treatment
of HIV, that is intensely competitive and changes rapidly. FUZEON competes, and our developmental stage HIV fusion inhibitor, TRI-1144, will compete, with numerous existing therapies. For example, there are approximately 30 different drugs that are
currently approved in the United States for the treatment of HIV. In addition, a number of companies are pursuing the development of novel pharmaceutical products that target HIV. Some companies, including several multi-national pharmaceutical
companies, are simultaneously marketing several different drugs and may therefore be able to market their own combination drug therapies. We believe that a significant number of drugs are currently under development and will become available in the
future for the treatment of HIV.



FUZEON is delivered via twice
daily subcutaneous injections, each delivering 90 mg of FUZEON. The other approved anti-HIV drugs are delivered orally at various dosing intervals. We believe that this delivery method is one



10



---

##### Table of Contents

factor that may limit FUZEONs adoption as compared to other competing drugs. In addition, the WAC of FUZEON is approximately $29,700 for one year of
therapy. This price is significantly higher than any of the other approved anti-HIV drugs. FUZEONs price relative to other approved anti-HIV drugs may also limit patient demand.



The standard of care for the treatment of HIV is to administer a regimen that combines drugs from each of the different
classes of anti-HIV drugs. In the event drug candidates are approved that are effective against an HIV virus that has become resistant to currently approved drugs, we believe that using these drugs in combination with FUZEON may provide patients
with additional treatment options that do not currently exist. These drugs may be either competitive with FUZEON, or synergistic with FUZEON, or in some circumstances, both.



The need for drugs that have a novel mechanism of action has stimulated interest in the inhibition of HIV entry into the
cell. Several companies are developing or attempting to develop HIV drug candidates that inhibit entry of the virus by targeting one of the HIV co-receptors (i.e. either CCR5 or CXCR4). In 2007, Pfizer Inc. received U.S. marketing approval from the
FDA for a CCR5 inhibitor, Maraviroc. Also in 2007, Schering-Plough Corp announced the initiation of Phase III studies for its CCR5 inhibitor, Vicriviroc. CCR5 inhibitors impede entry of the virus into the cell through a mechanism that is different
from FUZEON.



In the latter part of 2007, Merck & Co.,
Inc. received FDA marketing approval for its integrase inhibitor, Raltegravir. Integrase inhibitors represent a novel class of antiretroviral drug and, like FUZEON, may be well-suited to therapy for treatment-experienced patients. Gilead Sciences,
Inc. is also developing an integrase inhibitor (Elvitegravir) which is currently in clinical testing. Tibotec Therapeutics has developed a next generation non-nucleoside reverse transcriptase inhibitor (NNRTI) with activity against
viruses that are resistant to earlier forms of NNRTIs. Tibotecs drug, Etravirine, received FDA marketing approval in early 2008.



We anticipate that we will face intense and increasing competition in the future as these and other new products enter the market and advanced
technologies become available. Existing products or new products for the treatment of HIV developed by our competitors may be more effective, less expensive, or gain wider acceptance by patients and physicians than FUZEON or any other products
eventually commercialized by us.



Many of our competitors have
significantly greater financial, technical and human resources than we have and may be better able to develop, manufacture, sell, market and distribute products. Many of these competitors have products that have been approved or are in late-stage
development. These competitors also operate large, well-funded research and development programs. In addition, smaller companies may prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and
biotechnology companies. Furthermore, academic institutions, governmental agencies and other public and private research organizations are becoming increasingly aware of the commercial value of their inventions for the treatment of HIV and are more
actively seeking to commercialize the technology they have developed.



New developments in our areas of research and development are expected to continue at a rapid pace in both industry and academia. Our drug candidate TRI-1144, if successfully developed and approved, would face competition based on:



| |  |  | the safety and effectiveness of the product;
| | - |  | --------------------------------------------



| |  |  | the convenience of the dosing regimen;
| | - |  | --------------------------------------



| |  |  | the timing and scope of regulatory approvals;
| | - |  | ---------------------------------------------



| |  |  | availability of manufacturing, sales, marketing and distribution capabilities;
| | - |  | ------------------------------------------------------------------------------



| |  |  | reimbursement coverage;
| | - |  | -----------------------



| |  |  | price; and
| | - |  | ----------



| |  |  | patent position.
| | - |  | ----------------



While our experience to date is that new, active HIV drugs and those in clinical development have been used synergistically with FUZEON in order to
achieve maximal viral suppression in treatment experienced patients, we cannot guarantee that this will translate into increased patient adoption. Our competitors may develop more effective or



11



---

##### Table of Contents

more affordable technology or products, or achieve earlier patent protection, product development or product commercialization than we can. Our competitors
may succeed in commercializing products more rapidly or effectively than we can, which could have a material adverse effect on our business, financial condition, results of operations and the market price of our stock.



Government Regulation



Human pharmaceutical products are subject to lengthy and rigorous preclinical testing and clinical trials and other
extensive, costly and time-consuming procedures mandated by the FDA and foreign regulatory authorities. The regulatory approval process includes:



| |  |  | the establishment of the safety and effectiveness of each product candidate; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | confirmation by the FDA that good laboratory, clinical and manufacturing practices were maintained during testing and manufacturing.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



This process typically takes a number of years, depending upon the type,
complexity and novelty of the pharmaceutical product. This process is expensive and gives larger companies with greater financial resources a competitive advantage over us.



The steps required by the FDA before new drugs may be marketed in the United States include:



| |  |  | preclinical studies;
| | - |  | --------------------



| |  |  | the submission to the FDA of a request for authorization to conduct clinical trials on an IND;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | adequate and well-controlled clinical trials to establish the safety and efficacy of the drug for its intended use;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | adequate control of a reliable manufacturing process;
| | - |  | -----------------------------------------------------



| |  |  | submission to the FDA of a NDA; and
| | - |  | -----------------------------------



| |  |  | review and approval of the NDA by the FDA before the drug may be shipped or sold commercially.
| | - |  | ----------------------------------------------------------------------------------------------



In the United States, preclinical testing includes both culture and animal
laboratory evaluation and characterization of the safety and efficacy of a drug and its formulation. Certain laboratories involved in preclinical testing must comply with FDA regulations regarding good laboratory practices. Preclinical testing
results are submitted to the FDA as part of the IND and, unless there is objection by the FDA, the IND will become effective 30 days following its receipt by the FDA. Submission of an IND does not guarantee that human clinical trials will commence.



Clinical trials involve the administration of the
investigational drug to healthy volunteers or to patients under the supervision of a qualified principal investigator. These clinical trials typically are conducted in three sequential phases, although the phases may overlap with one another.



Phase I clinical trials represent the initial administration
of the investigational drug to a small group of healthy human subjects or, more rarely, to a group of selected patients with a targeted disease or disorder. The goal of Phase I clinical trials is typically to test for safety, dose tolerance,
absorption, bio-distribution, metabolism, excretion and clinical pharmacology.



Phase II clinical trials involve a small sample of the actual intended patient population and seek to assess the effectiveness of the drug for the specific targeted indications, to determine dose tolerance and the
optimal dose range and to gather additional information relating to safety and potential adverse effects.



Phase III clinical trials are initiated to establish further clinical safety and effectiveness of the investigational drug in a broader sample of the
general patient population at geographically dispersed study sites in order to determine the overall risk-benefit ratio of the drug and to provide an adequate basis for all labeling for promotion and use. The results of the research and product
development, manufacturing, preclinical testing, clinical trials and related information are submitted to the FDA in the form of an NDA for the approval of the marketing and shipment of the drug.



12



---

##### Table of Contents

The FDA closely monitors the progress of each of the three phases of clinical trials and may, at its
discretion, reevaluate, alter, suspend or terminate the testing based upon the data accumulated to that point and the FDAs assessment of the risk/benefit ratio to the patient. Once Phase III trials are completed, drug developers submit the
results of preclinical studies, clinical trials and information on the manufacturing of the drug to the FDA in the form of an NDA for approval to commence commercial sales. Once submitted, the FDA is required to take action on an NDA within a
specified period of time. FDA action may be any one of the following: approval to market the drug, request for additional information or denial of approval. FDA approvals may not be granted on a timely basis, or at all. Furthermore, the FDA may
prevent a drug developer from marketing a product under a label for its desired indications, which may impair commercialization of the product. Similar regulatory procedures must be complied with in countries outside the United States.



Our drug candidate TRI-1144 may not receive commercialization approval in
any country on a timely basis, if at all, even after substantial time and expenditures. If we are unable to demonstrate the safety and effectiveness of our product candidate to the satisfaction of the FDA or foreign regulatory authorities, we will
be unable to commercialize our drug candidate TRI-1144. This would have a material adverse effect on our business, financial condition, results of operations and market price of our stock. Even if regulatory approval of the drug candidate is
obtained, the approval may limit the indicated uses for which the drug candidate may be marketed.



We, Roche and any existing or potential future collaborative partners, are also subject to various federal, state and local laws and regulations relating
to:



| |  |  | safe working conditions;
| | - |  | ------------------------



| |  |  | laboratory and manufacturing practices;
| | - |  | ---------------------------------------



| |  |  | the experimental use of animals; and
| | - |  | ------------------------------------



| |  |  | the use and disposal of hazardous or potentially hazardous substances, including radioactive compounds and infectious disease agents.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



Compliance with these laws, regulations and requirements may be costly and
time-consuming and the failure to maintain such compliance by us or our existing and potential future collaborative partners could have a material adverse effect on our business, financial condition and results of operations.



Drugs are also subject to extensive regulation outside the U.S. In the
European Union, there is a centralized approval procedure that authorizes marketing of a product in all countries in the European Union (which includes most of the major countries in Europe). If this procedure is not used, under a decentralized
system an approval in one country of the European Union can be used to obtain approval in another country of the European Union under a simplified application process. After approval under the centralized procedure, pricing and reimbursement
approvals are also required in most countries.



Even after FDA
approval has been obtained, further clinical trials may be required to provide additional data on safety and effectiveness and are required to gain clearance for the use of a product as a treatment for indications other than those initially
approved.



Regulatory authorities track information on side
effects and adverse events reported during clinical studies and after marketing approval. Side effects or adverse events that are reported during clinical trials can delay, impede or prevent marketing approval. Similarly, adverse events that are
reported after marketing approval can result in additional limitations being placed on the products use and, potentially, withdrawal or suspension of the product from the market. Any adverse event, either before or after marketing approval,
could result in product liability claims against us. Non-compliance with FDA safety reporting requirements may result in FDA regulatory action that may include civil action or criminal penalties.



If we seek to make certain changes to FUZEON or any other approved product,
such as adding a new indication, making certain manufacturing changes, or changing manufacturers or suppliers of certain ingredients or components, we will need FDA review and approval before the change can be implemented.



13



---

##### Table of Contents

The FDA, the FDAs European counterpart, the EMEA. and other regulatory agencies regulate and
inspect equipment, facilities, and processes used in the manufacturing of pharmaceutical and biologic products prior to providing approval to market a product. If, after receiving clearance from regulatory agencies, a material change is made in
manufacturing equipment, location or process, additional regulatory review and approval may be required. Roche and the Company also must adhere to cGMP and product-specific regulations enforced by the FDA through its facilities inspection program.
The FDA, the EMEA and other regulatory agencies also conduct regular, periodic visits to re-inspect equipment, facilities, and processes following the initial approval. If, as a result of these inspections, it is determined that the equipment,
facilities, or processes used in the manufacture of FUZEON do not comply with applicable regulations and conditions of product approval, regulatory agencies may seek civil, criminal, or administrative sanctions and/or remedies against us, including
the suspension of our manufacturing operations. In addition, the FDA regulates all advertising and promotion activities for products under its jurisdiction both prior to and after approval. Companies must comply with all applicable FDA requirements.
If they do not, they are subject to the full range of civil and criminal penalties available to the FDA.



We and Roche are also subject to various federal and state laws pertaining to health care fraud and abuse, including anti-kickback laws and
false claims laws. Anti-kickback laws make it illegal for a prescription drug manufacturer to solicit, offer, receive or pay any remuneration in exchange for, or to induce, the referral of business, including the purchase or prescription of a
particular drug. Due to the breadth of the statutory provisions and the absence of guidance in the form of regulations or court decisions addressing industry practices, it is possible that our practices might be challenged under anti-kickback or
similar laws. False claims laws prohibit anyone from knowingly and willingly presenting, or causing to be presented for payment to third party payors (including Medicare and Medicaid) claims for reimbursed drugs or services that are false or
fraudulent, claims for items or services not provided as claimed, or claims for medically unnecessary items or services. Roches and our activities relating to the sale and marketing of FUZEON may be subject to scrutiny under these laws.
Violations of fraud and abuse laws may be punishable by criminal and/or civil sanctions, including fines and civil monetary penalties, as well as the possibility of exclusion from federal health care programs (including Medicare and Medicaid). If
the government were to allege or convict us of violating these laws, our business could be harmed.



Third-Party Reimbursement and Healthcare Reform Measures



In the United States and elsewhere, sales of prescription drugs depend, in part, on the consumers ability to obtain reimbursement for the cost of
the drugs from third-party payors, such as private and government insurance programs. Third-party payors are increasingly challenging the prices charged for medical products and services in an effort to promote cost containment measures and
alternative health care delivery systems. Because of the high cost of the treatment of HIV, many state legislatures are also reassessing reimbursement policies for these therapies. If third-party payor reimbursements for any drugs we commercialize
are not available or are not available at a level that will allow us or our potential collaborative partners to sell these drugs on a competitive basis, our results of operations will be materially and adversely affected. In addition, an increasing
emphasis in the United States on the reduction of the overall costs of health care through managed care has increased and will continue to increase the pressure to reduce the prices of pharmaceutical products. The announcement and/or adoption of
these types of proposals or efforts could also materially and adversely affect our business, because the amount of revenues that we may potentially be able to generate in the future for any products we may commercialize could affect an
investors decision to invest in us, the amount of funds we decide to spend now on clinical trial efforts, and/or our decision to seek regulatory approval for TRI-1144.



Recently, several major pharmaceutical companies have offered to sell their anti-HIV drugs at or below cost to certain
countries in Africa, which could adversely affect the reimbursement climate, and the prices that may be charged, for HIV medications in the United States and the rest of the world. Third-party payors could exert pressure for price reductions in the
United States and the rest of the world based on these offers to Africa. This price pressure could limit the amount that Roche would be able to charge for our drugs.



Furthermore, the indication approved by the FDA is for the use of FUZEON in combination with other anti-HIV drugs.
Physicians may not readily prescribe FUZEON due to cost-benefit considerations when compared with other anti-HIV drug treatments. Higher prices could also limit our ability to receive reimbursement coverage for our drugs



14



---

##### Table of Contents

from third-party payors, such as private or government insurance programs. If Roche is unable to obtain and maintain reimbursement from a significant number
of third-party payors, it would have a material adverse effect on our business, financial condition and results of operations.



Roche has made significant progress in achieving reimbursement from the various payors in the United States. Currently FUZEON is covered by Medicaid in
all 50 states. In addition, all 50 of the state AIDS Drug Assistance Programs (ADAPs) and a majority of private insurers provide some amount of access to FUZEON. However, there are reimbursement challenges remaining. Some of the payors
require patients to meet minimum medical requirements, such as CD4 cell levels, to receive reimbursement. Other payors limit the number of patients that can receive reimbursement for FUZEON under their plans, and other payors may require co-payments
by the patient in order to receive reimbursement for FUZEON that are significantly higher than those required for other anti-HIV drugs. We understand that Roche will continue to actively address these issues during 2009. Outside the United States,
Roche has negotiated for reimbursement in most of the major markets.



Environment



We seek to comply with all
applicable statutory and administrative requirements concerning environmental quality. We have made, and will continue to make, expenditures for environmental compliance and protection. Expenditures for compliance with environmental laws have not
had, and are not expected to have, a material effect on our capital expenditures, results of operations or competitive position.



Human Resources



As of February 20, 2009, we had 4 full-time employees, none of whom are technical scientific staff. None of our employees are covered by collective
bargaining arrangements and management considers relations with our employees to be good.



Website



Our website
address is www.trimeris.com. We make available free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our directors and officers Section 16 reports,
and all amendments to these reports as soon as reasonably practicable after filing, by providing a hyperlink to the EDGAR website directly to our reports.



ITEM 1A.    RISK FACTORS



You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing
our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.



Our business, financial condition or results of operations could be adversely affected by any of these risks. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your investment.



We face intense competition in our efforts to increase sales of FUZEON as a commercially successful drug. If we are unable to compete successfully, our business will suffer.



We are engaged in the HIV treatment sector of the biopharmaceutical industry
which is intensely competitive and changes rapidly. We expect that new developments by other companies and academic institutions in the areas of HIV treatment will continue at a rapid pace.



15



---

##### Table of Contents

FUZEON competes with numerous existing therapies, as well as a significant number of drugs that are
currently under development and will become available in the future for the treatment of HIV. For example:



| |  |  | Approximately 30 anti-HIV drugs are currently approved in the United States for the treatment of HIV, including drugs produced by GlaxoSmithKline, Bristol-Myers
Squibb, Gilead, Merck, Roche, Pfizer, Tibotec and Abbott Laboratories. Of the currently-approved drugs, only FUZEON is a viral fusion inhibitor.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In 2007, Merck launched the sale of a first-in-class oral agent known as Isentress®. Isentress is the first of a new class of drugs for the treatment of HIV known as integrase inhibitors. This drug appears to be potent, well-tolerated and has shown rapid, significant adoption by physicians and
patients.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We believe that other companies may be currently engaged in research efforts to develop viral fusion inhibitors. To our knowledge, none of these potentially
competing drug candidates have entered human clinical trials.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We expect to face intense and increasing competition in the future as these new drugs enter the market and advanced technologies become available. We cannot assure you that existing or new drugs for the treatment of
HIV developed by our competitors will not be more effective, less expensive or more effectively marketed and sold than FUZEON or any other drug treatment that we may develop.



Many of our competitors have significantly greater financial, technical, human and other resources than we do. Smaller
companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical and biotechnology companies. Furthermore, academic institutions, governmental agencies and other public and private
research organizations are becoming increasingly aware of the value of their inventions for the treatment of HIV and are more actively seeking to commercialize the technology they have developed.



If FUZEON does not maintain or increase its market acceptance, our
business will be materially harmed.



We have invested
a significant portion of our time and financial resources since our inception in the development of FUZEON. FUZEON is the only drug candidate for which we have obtained FDA approval. We anticipate that for the foreseeable future, our ability to
generate revenues and profits, if any, will depend entirely on the successful commercialization of FUZEON. In light of our restructuring, commercialization of FUZEON will rely primarily on the support of Roche, and Roches ability to
manufacture commercial quantities of FUZEON on a cost-effective basis with the requisite quality, and Roches ability to successfully market FUZEON throughout the world.



FUZEON is delivered via a twice daily dosing by injection under the skin. All of the other currently approved drug
treatments for HIV are delivered orally. Patients and physicians may not readily accept daily injections of an anti-HIV drug treatment, which would limit such a drugs acceptance in the market and therefore its delivery method may limit the use
of FUZEON compared to other competing drugs. Moreover, because peptides are expensive to manufacture, the price of FUZEON is higher than the prices of currently approved anti-HIV drug treatments. The wholesale acquisition cost, or WAC, of one
years supply of FUZEON in the United States is approximately $29,700. This price is significantly higher than any of the other approved anti-HIV drugs. Furthermore, the indication approved by the FDA is for the use of FUZEON in combination
with other anti-HIV drugs, and is more restrictive than the indication for other approved anti-HIV drugs. Physicians may not readily prescribe FUZEON due to cost-benefit considerations when compared with other anti-HIV drug treatments. Higher prices
could also limit our ability to receive reimbursement coverage for our drugs from third-party payors, such as private or government insurance programs. If Roche is unable to obtain and maintain reimbursement from a significant number of third-party
payors, it would have a material adverse effect on our business, financial condition and results of operations.



We rely on Roche to manufacture, market and distribute FUZEON throughout the world in countries where regulatory approval has been received. If Roche
fails to market FUZEON adequately, we do not have the ability under our Development and License Agreement to establish our own sales, marketing or distribution capabilities.



16



---

##### Table of Contents

We do not control the manufacturing and production schedule at Roches Boulder facility where
FUZEON is manufactured and we cannot ensure that significant costs associated with scheduling decisions will not be incurred.



Roche manufactures FUZEON bulk drug substance at its facility in Boulder, Colorado. Roche coordinates the manufacture of FUZEON with the balance of its
manufacturing efforts. We do not have input into the manufacturing and production schedule at Roches Boulder facility and Roches decisions in this area may result in significant additional cost and expense relating to the manufacture of
FUZEON.



We have been named as defendants in a lawsuit in
which Novartis Vaccines and Diagnostics, Inc. has alleged infringement of a patent in connection with the manufacture and sale of FUZEON. If we cannot resolve this lawsuit on favorable terms and at a reasonable expense, our business may be
materially harmed.



In November 2007, Roche and
Trimeris were informed that they had been named as defendants in a patent infringement suit by Novartis Diagnostics, Inc. (Novartis) related to the manufacture and sale of FUZEON (see Item 3, Legal Proceedings). In
connection with its suit, Novartis is seeking money damages, attorneys fees and injunctive relief which, if successful, would prevent Roche and Trimeris from manufacturing and selling FUZEON. The sale of FUZEON is currently our only source of
revenue.



In order to remain profitable we will need to
maintain arrangements with third parties for the sale, marketing and distribution of FUZEON or expend significant resources to develop these capabilities.



We currently have insufficient internal resources to support and implement worldwide sales, marketing and distribution of
pharmaceuticals. We currently rely on Roche for the sales, marketing and distribution of FUZEON, in accordance with the marketing terms contained in our Development and License Agreement with Roche. Roche may terminate this agreement at any time
with advance notice. If Roche fails to adequately market FUZEON, we do not have the ability under our Development and License Agreement to establish our own sales, marketing or distribution capabilities. If Roche ceases to market FUZEON and we were
unable to reach agreement with one or more other marketing partners, we would be required to develop internal sales, marketing and distribution capabilities. We may not be able to establish cost-effective sales, marketing or distribution
capabilities or make arrangements with third parties to perform these activities on acceptable terms on a timely basis, if at all. This would have a material adverse effect on our business, financial condition, results of operations and the market
price of our stock.



Our agreement with Roche as to sales,
marketing and distribution gives Roche, and any sales, marketing or distribution arrangements we establish with other parties may give those parties, significant control over important aspects of the commercialization of our drugs, including:



| |  |  | market identification;
| | - |  | ----------------------



| |  |  | marketing methods;
| | - |  | ------------------



| |  |  | pricing;
| | - |  | --------



| |  |  | drug positioning;
| | - |  | -----------------



| |  |  | composition of sales force; and
| | - |  | -------------------------------



| |  |  | promotional activities.
| | - |  | -----------------------



We may not be able to control the amount or timing of resources that Roche or any third party may devote to FUZEON.



If sufficient amounts of FUZEON, cannot be manufactured on a
cost-effective basis, our financial condition and results of operations will be materially and adversely affected.



Peptide-based therapeutics are made from long chains of molecular building blocks called amino acids. FUZEON is a large peptide composed of a precise
36-amino acid sequence. Large peptides are difficult and expensive to manufacture because the process of creating commercial quantities of a large peptide is lengthy and complicated. We and Roche have selected Roches facility in Boulder,
Colorado to manufacture commercial quantities of the bulk drug



17



---

##### Table of Contents

substance of FUZEON. We and Roche have selected one of Roches manufacturing facilities to produce the finished drug product from such bulk drug
substance through a process involving lyophilization, or freeze-drying. The process Roche is currently using to manufacture FUZEON bulk drug substance requires approximately five months to complete and is extremely complicated, requiring over 100
separate, precisely controlled chemical reactions. Roche is currently manufacturing FUZEON bulk drug substance on a commercial scale, and producing the finished drug product on a commercial scale. However, as a result of this complex manufacturing
process, Roche may encounter unexpected difficulties or expense in manufacturing FUZEON in the future.



In addition, if sales of FUZEON do not increase, Roche could be forced to scale back manufacturing at the Boulder facility to levels that are less than
optimal. Diminished sales of FUZEON will not allow us to achieve the economies of scale that keep our costs of goods low. Any increase in costs of goods would, in turn, decrease our gross margin and would have a material adverse effect on our
business, financial condition, results of operations and the market price of our stock.



HIV is likely to develop resistance to FUZEON and our future drug candidate, which could adversely affect demand for FUZEON or our drug candidate TRI-1144 and harm our competitive position.



HIV is prone to genetic mutations that can produce viral strains
resistant to particular drug treatments. HIV has developed resistance, in varying degrees, to each of the currently approved anti-HIV drug treatments, including FUZEON. As a result, combination therapy, or the prescribed use of three or more
anti-HIV drugs, has become the preferred method of treatment for HIV-infected patients, because in combination these drugs may prove effective against strains of HIV that have become resistant to one or more drugs in the combination. In the clinical
trials we have conducted to date, HIV has demonstrated the ability to develop resistance to FUZEON, as it has with respect to all other currently-marketed anti-HIV drugs. If HIV, in a wide patient population, in a short time period, develops
resistance to FUZEON or our other drug candidate when used in combination therapy, it would adversely affect demand for FUZEON or TRI-1144 and harm our competitive position.



Our business is based on a novel technology called fusion inhibition, and unexpected side effects or other
characteristics of this technology may delay or otherwise adversely affect the development, regulatory approval and/or commercialization of our drug candidate TRI-1144.



The technology platform underlying our drug development program is novel because it was designed to discover drug candidates
that treat viral infection by preventing the virus from fusing to and entering host cells that viruses use to reproduce themselves. Historically, anti-HIV therapy has primarily involved the inhibition of specific viral enzymes that are necessary for
HIV to replicate. We are not aware of any other approved anti-HIV pharmaceutical products that target the inhibition of viral fusion. As a result, existing preclinical and clinical data on the safety and efficacy of this technology are somewhat
limited. Although the most common adverse side effect reported with respect to FUZEON to date has been mild to moderate local skin irritations at the site of injection, we may discover other unacceptable side effects of our drugs including side
effects that may only become apparent after long-term exposure. We may also encounter technological challenges relating to these technologies and applications in our research and development programs that we may not be able to resolve. Any such
unexpected side effects or technological challenges may delay or otherwise adversely affect the development, regulatory approval and/or commercialization of our drug candidate.



In order to move forward with the development and commercialization of TRI-1144 we would need to partner with a
company that has the requisite expertise and capabilities related to the development, sale, marketing and distribution of drugs.



We currently have insufficient internal resources to support and implement worldwide development, sales, marketing and distribution of pharmaceuticals.
Following a successful Phase I clinical trial for TRI-1144, should the Company decide to move forward with the development and commercialization of TRI-1144, we may not be able to establish cost-effective development, sales, marketing or
distribution capabilities or make arrangements with third parties to perform these activities on acceptable terms on a timely basis, if at all. This could have a material adverse effect on our business, financial condition, results of operations and
the market price of our stock. We currently do not have any plans to develop and commercialize TRI-1144 beyond the recently completed Phase I single ascending dose trial.



18



---

##### Table of Contents

If we cannot maintain commercial manufacturing arrangements with third parties on acceptable terms,
or if these third parties do not perform as agreed, the commercial development of FUZEON or our drug candidate TRI-1144 could be delayed or otherwise materially and adversely affected.



We do not have any manufacturing experience, nor do we have any
manufacturing facilities. We and Roche have selected Roches facility in Boulder, Colorado to manufacture commercial quantities of the bulk drug substance of FUZEON. We and Roche have selected one of Roches manufacturing facilities to
produce the finished drug product from such bulk drug substance through a process involving lyophilization, or freeze-drying. The manufacture of pharmaceutical products requires significant expertise and capital investment. Moreover, under our
agreement with Roche, we are required to reimburse a portion of the expenses incurred by Roche in connection with its manufacture of FUZEON. Third-party manufacturers of pharmaceutical products often encounter difficulties in scaling up production,
including problems involving production yields, quality control and assurance, shortage of qualified personnel, compliance with FDA regulations, production costs, and development of advanced manufacturing techniques and process controls. Our
third-party manufacturers, including Roche, may not perform as agreed or may not remain in the contract manufacturing business for the time required to successfully produce and market FUZEON and our other drug candidate TRI-1144. The number of
third-party manufacturers with the expertise and facilities to manufacture bulk drug substance of FUZEON on a commercial scale is extremely limited. In addition, only a limited number of third party manufacturers have the capability to produce a
finished drug product on a commercial scale through a process involving lyophilization.



Roches facility in Boulder, Colorado is the only facility manufacturing FUZEON bulk drug substance. In the event the intended manufacturing plan generates insufficient supplies of FUZEON, or the Boulder facility
ceases operation for any reason, we do not have an alternate manufacturing plan in place at this time and it would take a significant amount of time to arrange for alternative manufacturers. We do not have insurance to cover any shortages or other
problems in the manufacturing of FUZEON or our other drug candidate TRI-1144. If our third-party manufacturers, including Roche, fail to deliver the required commercial quantities of bulk drug substance or finished drug product on a timely basis and
at commercially reasonable prices, and we fail to promptly find one or more replacement manufacturers or develop our own manufacturing capabilities at a substantially equivalent cost and on a timely basis, the commercial development of FUZEON or our
other drug candidate TRI-1144 could be delayed or otherwise materially and adversely affected. Dependence upon third parties for the manufacture of FUZEON or our other drug candidate TRI-1144 may harm our ability to develop and deliver products on a
timely and competitive basis.



If Roche or our
manufacturing partners do not maintain good manufacturing practices, it could negatively impact our ability to obtain regulatory approvals and commercialize our drug candidate.



The FDA and other regulatory authorities must approve the facilities that will be used to manufacture commercial quantities
of any drug candidates before commencement of commercial sales. In addition, these authorities require that our products be manufactured according to good manufacturing practice regulations. The failure by us, Roche or other third-party
manufacturers to maintain current good manufacturing practices compliance and/or our failure to increase our manufacturing processes as needed to meet demand for our drugs could lead to refusal by the FDA to approve marketing applications. Failure
in either respect could also be the basis for action by the FDA to withdraw approvals previously granted and for other regulatory action.



In addition, if we change the source or location of supply or modify the manufacturing process with respect to FUZEON or our other drug candidate,
regulatory authorities will require us to demonstrate that the product produced by the new source or location or from the modified process is equivalent to the product used in any clinical trials we have conducted. If we are unable to demonstrate
this equivalence, we will be unable to manufacture products from the new source or location of supply or use the modified process. As a result, we may incur substantial expenses in order to ensure equivalence, and our ability to generate revenues
may be harmed.



19



---

##### Table of Contents

We depend on patents and proprietary rights, which may offer only limited exclusive protection and
do not protect against infringement. If we are unable to protect our patents and proprietary rights, our assets and business could be materially harmed.



Our success depends in part on our ability and the ability of our collaborators and licensors to obtain, maintain and
enforce patents and other proprietary rights for our drugs and technologies. Patent law relating to the scope of claims in the biotechnology field in which we operate is still evolving and involves a great deal of uncertainty.



Although we own or exclusively license approximately 43 issued United States
patents, and numerous pending United States patent applications, corresponding foreign patents and patent applications, including issued patents and patent applications relating to FUZEON, the issuance of a patent is not conclusive as to its
validity or enforceability, and third parties may challenge the validity or enforceability of our patents. We cannot assure how much protection, if any, our patents will provide if we attempt to enforce them and/or if the patents are challenged in
court or in other proceedings. It is possible that a competitor may successfully challenge our patents or that challenges will result in limitations of their coverage. In addition, the cost of litigation to uphold the validity of patents can be
substantial. If we are unsuccessful in such litigation, third parties may be able to use our patented technologies without paying licensing fees or royalties to us. Further, we cannot assure that our pending patent applications will result in issued
patents. Because U.S. patent applications may be maintained in secrecy until a patent issues or is otherwise published, we cannot assure that others have not filed patent applications for technology covered by our pending applications. Moreover, we
cannot assure that we were the first to invent the technology, which, under U.S. patent law, is a prerequisite to obtaining patent coverage. In the event that a third party has also filed a U.S. patent application on the technology, we may have to
participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine priority of invention, i.e., which party was the first to invent. The costs of these proceedings can be substantial, and it is possible that such
efforts would be unsuccessful, resulting in a loss of our U.S. patent position.



Moreover, competitors may infringe our patents or successfully avoid them through design innovation. To prevent infringement or unauthorized use, we may need to file infringement claims. Such proceedings are expensive
and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or enforceable or may refuse to stop the other party from using the technology at issue on the grounds that its technology is not
covered by our patents. Policing unauthorized use of our intellectual property is difficult, and we cannot assure you that we will be able to prevent infringement or misappropriation of our proprietary rights, particularly in countries where the
laws may not protect such rights as fully as in the United States.



Recently, several generic drug-makers in countries such as India have offered to sell HIV drugs currently protected under United States patents to patients in Africa at prices significantly below those offered by the drugs patent
holders in other countries. There is a risk that these drugs produced by the generic drug-makers could be illegally made or imported into the United States and other countries at prices below those charged by the drugs patent holders. If any
of these actions occur with respect to our drugs, it could limit the amount we could charge for our drugs.



In addition to our patented technology, we also rely on unpatented technology, trade secrets and confidential information. We may not be able to
effectively protect our rights to this technology or information. Other parties may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology. We require each of our employees,
consultants and corporate partners to execute a confidentiality agreement at the commencement of an employment, consulting or collaborative relationship with us. However, these agreements may not provide effective protection of our technology or
information or, in the event of unauthorized use or disclosure, they may not provide adequate remedies.



The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations and market price of
our stock.



The intellectual property of our competitors
or other third parties may prevent us from developing or commercializing our drug candidate TRI-1144.



Other companies, universities and research institutions conduct research and development efforts in market segments, including viral fusion inhibition and
the treatment of HIV infection, where we and our collaborators focus research and development activities. In addition to the recent suit by Novartis (see above), we cannot assure you that other



20



---

##### Table of Contents

third parties will not assert patent infringement or other intellectual property claims against us or our collaborators with respect to technologies used in
FUZEON or any potential drug candidate. Any additional claims that might be brought against us relating to infringement of third party patents may cause us to incur additional significant expenses and, if successfully asserted against us, may cause
us to pay substantial damages. Even if we were to prevail, any litigation could be costly and time-consuming and could divert the attention of our management and key personnel from our drug development efforts or other business operations. As a
result of a patent infringement suit brought against us, we may have to cease or delay development activities, unless that party is willing to grant us rights to use its intellectual property. Thus we may have to obtain licenses from other parties
before we could continue using, manufacturing, marketing or selling our potential drugs. Those licenses may not be available on commercially acceptable terms, if at all. If we do not obtain required licenses, we may not be able to market our
potential drugs at all or we may encounter significant delays in drug development while we redesign potentially infringing drugs or methods.



Uncertainties relating to third-party reimbursement and health care reform measures could limit the amount we will be able to charge for our drugs
and adversely affect our results of operations.



In
the United States and elsewhere, sales of prescription drugs depend, in part, on the consumers ability to obtain reimbursement for the cost of the drugs from third-party payors, such as private and government insurance programs. Third-party
payors are increasingly challenging the prices charged for medical products and services in an effort to promote cost containment measures and alternative health care delivery systems. Because of the high cost of the treatment of HIV, many state
legislatures are also reassessing reimbursement policies for this therapy. If third-party payor reimbursements for FUZEON or our other drug candidate TRI-1144 that we commercialize are not available or are not available at a level that will allow us
or our current or future collaborative partners to sell these drugs on a competitive basis, our results of operations will be materially and adversely affected. In addition, emphasis in the United States on the reduction of the overall costs of
health care through managed care has increased and will continue to increase the pressure to reduce the prices of pharmaceutical products. The announcement and/or adoption of these types of proposals or efforts could also materially and adversely
affect our business, because the amount of revenue that we may potentially be able to generate in the future for FUZEON or our other drug candidate could affect an investors decision to invest in us, the amount of funds we decide to spend now
on our development and clinical trial efforts, and/or our decision to seek regulatory approval for our drug candidate TRI-1144.



The wholesale acquisition cost or WAC of a one year supply of FUZEON in the United States is approximately $29,700. A high drug price could also limit our
ability to receive reimbursement coverage for our drugs from third-party payors, such as private or government insurance programs. If Roche is unable to obtain and maintain reimbursement from a significant number of third-party payors, it would have
a material adverse effect on our business, financial condition and results of operations.



Roche has made significant progress in achieving reimbursement from the various payors in the United States. Currently FUZEON is covered by Medicaid in all 50 states. In addition, all of the 50 state AIDS Drug
Assistance Programs, or ADAPs, and a majority of private insurers provide some amount of access to FUZEON. However there are reimbursement challenges remaining. Some of the payors require patients to meet minimum medical requirements, such as CD4
cell levels, to receive reimbursement. Other payors limit the number of patients that they will provide reimbursement for FUZEON, and other payors may require co-payments by the patient in order to receive reimbursement for FUZEON that are
significantly higher than those required for other anti-HIV drugs.



Several major pharmaceutical companies have offered to sell their anti-HIV drugs at or below cost to certain countries in Africa, which could adversely affect the reimbursement climate, and the prices that may be charged, for HIV
medications in the United States and the rest of the world. Third-party payors could exert pressure for price reductions in the United States and the rest of the world based on these offers to Africa. This price pressure could limit the amount that
we would be able to charge for our drugs.



21



---

##### Table of Contents

If the testing or use of FUZEON or our drug candidate TRI-1144 harms people, we could face costly
and damaging product liability claims far in excess of our liability and indemnification coverage.



Our business exposes us to potential product liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products,
such as undesirable side effects or injury during clinical trials or therapeutic use. In addition, the use in our clinical trials of drugs that we or our potential collaborators may develop and the subsequent sale of these drugs by us or our
potential or current collaborators may expose us to liability risks relating to these drugs.



We have obtained an advanced medical technology policy which includes limited product liability insurance coverage for our marketed product and clinical trials in the amount of $10.0 million per occurrence and $10.0
million in the aggregate. However, insurance coverage is becoming increasingly expensive and we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against potential liabilities. Furthermore,
our collaborators or licensees may not be willing to indemnify us against these types of liabilities and may not themselves be sufficiently insured or have a net worth sufficient to satisfy any product liability claims. Claims or losses in excess of
any product liability insurance coverage or indemnification payments that may be obtained by us could have a material adverse effect on our financial condition.



Our quarterly operating results are subject to fluctuations. If our operating results for a particular period deviate from the levels expected by
securities analysts and investors, it could adversely affect the market price of our common stock.



Our operating results are likely to fluctuate over time, due to a number of factors, many of which are outside of our control. Some of these factors
include:



| |  |  | the market acceptance and sales levels for FUZEON;
| | - |  | --------------------------------------------------



| |  |  | the successful commercialization of FUZEON by Roche;
| | - |  | ----------------------------------------------------



| |  |  | the status and progress of our collaborative agreement with Roche;
| | - |  | ------------------------------------------------------------------



| |  |  | the status of our research and development activities;
| | - |  | ------------------------------------------------------



| |  |  | the timing of regulatory actions;
| | - |  | ---------------------------------



| |  |  | our ability to establish manufacturing, sales, marketing and distribution capabilities, either internally or through relationships with third parties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | technological and other changes in the competitive landscape;
| | - |  | -------------------------------------------------------------



| |  |  | changes in our existing or future research and development relationships and strategic alliances; and
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the commercial viability of FUZEON or TRI-1144.
| | - |  | -----------------------------------------------



As a result, we believe that comparing our results of operations for one period against another period is not necessarily meaningful, and you should not
rely on our results of operations in prior periods as an indication of our future performance. If our results of operations for a period deviate from the levels expected by securities analysts and investors, it could adversely affect the market
price of our common stock.



If we are unable to meet or
maintain the standards for maintaining internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002, our stock price could be materially harmed.



The Sarbanes-Oxley Act requires that we maintain effective internal control over financial reporting and disclosure controls
and procedures. Among other things, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, our
internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 has required and will continue to require that we incur substantial accounting expense and expend significant
management efforts. In future years our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls that we would be required to remediate in a timely manner so as to be
able to comply with the requirements of Section 404 each year. If we are not able to comply with the requirements of Section 404 in a timely manner each year, we could be subject to



22



---

##### Table of Contents

sanctions or investigations by the SEC, the NASDAQ Stock Market LLC or other regulatory authorities which would require additional financial and management
resources and could adversely affect the market price of our common stock.



We rely on our collaborative partner Roche to timely deliver important financial information relating to FUZEON sales and expenses. In the event that this information is inaccurate, incomplete or not timely we
will not be able to meet our financial reporting obligations as required by the SEC.



We and Roche have entered into a collaboration for the development and commercialization of certain therapeutic peptides for the treatment of HIV. Through this collaboration, the companies have successfully developed
and brought to market the first viral fusion inhibitor for the treatment of HIV, FUZEON. Under our Development and License Agreement, Roche has significant control over the sale and distribution of FUZEON to wholesalers. Roche sets the price of
FUZEON to wholesalers, along with any rebates and incentives, and the terms of any returns. Roche records all sales of FUZEON.



As such, Roche has exclusive control over the flow of important information relating to the sale of FUZEON that we require in order to timely and
accurately report in our SEC filings. In addition, pursuant to Section 404 of the Sarbanes-Oxley Act we are required to maintain effective internal control over financial reporting and disclosure controls and procedures. Roche endeavors to
provide us with timely and accurate financial data related to the sale of FUZEON so that we may meet our reporting requirements under federal securities laws. In the event that Roche fails to provide us with timely and accurate information, we may
incur significant liability with respect to the federal securities laws, our disclosure controls and procedures under Sarbanes-Oxley and possibly be forced to restate our financial statements, any of which could adversely affect the market price of
our common stock.



Our charter requires us to indemnify
our officers and directors to the fullest extent permitted by law, which obligates us to make substantial payments and to incur significant insurance-related expenses.



Our charter requires that we indemnify our directors and officers to the fullest extent permitted by Delaware corporate law.
This could require us, with some legally prescribed exceptions, to indemnify our directors and officers against any and all expenses, judgments, penalties, fines and amounts reasonably paid in defense or settlement of an action, suit or proceeding
brought against any of them by reason of the fact that he or she is or was a director or officer of Trimeris. In addition, expenses incurred by a director or officer in defending any such action, suit or proceeding must be paid by us in advance of
the final disposition of that action, suit or proceeding if we receive an undertaking by the director or officer to repay us if it is ultimately determined that he or she is not entitled to be indemnified. We have also entered into indemnification
agreements with each of our directors and executive officers. In furtherance of these obligations, we maintain directors and officers insurance in the amount of $40 million. Our policies expire in October 2009. For future renewals, if we
are able to retain coverage, we may be required to pay a higher premium for our directors and officers insurance than in the past and/or the amount of our insurance coverage may be decreased.



Any additional financing we obtain may result in dilution to our
stockholders, restrictions on our operating flexibility or the transfer of particular rights to technologies or drug candidates.



If we raise funds by selling equity, equity-like instruments (including offering convertible preferred stock or convertible debt), we may dilute our
stockholders percentage ownership interest in us. Any debt financings may contain restrictive terms that would limit our operating flexibility. Additionally, we may have to obtain funds through arrangements with collaborative partners. These
partners may require us to relinquish rights to our technologies or drug candidates. Any of these forms of financing could materially and adversely affect our business, financial condition and results of operations.



The Nasdaq Global Market may delist our securities, which could limit
investors ability to trade in our securities.



Our common stock currently trades on the Nasdaq Global Market. Nasdaqs Marketplace Rules require, among other things, that the Companys Audit Committee have at least three members. On December 16, 2008, the Company
announced that Kevin C. Tang had resigned from the Companys Board of Directors on December 15, 2008. Mr. Tang was a member of the Companys Audit Committee, and, as a result of his resignation, the composition of the



23



---

##### Table of Contents

Companys Audit Committee was reduced from three members to two members. On December 18, 2008, the Company received a letter from the Nasdaq
Listing Qualifications Department indicating that the Company was not in compliance with Nasdaq Marketplace Rules with respect to audit committee composition requirements as a result of Mr. Tangs resignation. Consistent with Marketplace
Rule 4350(d)(4), Nasdaq has provided the Company with a cure period, which runs until the earlier of December 15, 2009 or the Companys next annual meeting of stockholders, to regain compliance. If the Companys annual meeting of
stockholders is held before June 15, 2009, then compliance with the listing standard must be achieved no later than June 15, 2009. If the Company is not able to comply with this requirement by the end of the cure period, NASDAQ may delist
our common stock. If our common stock is delisted by Nasdaq, the trading market for our common stock would likely be adversely affected.



Available Information



We maintain a website on the World Wide Web at www.trimeris.com. We make available, free of charge, on our website our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such
reports are electronically filed with, or furnished to, the SEC. Our reports filed with, or furnished to, the SEC are also available at the SECs website at www.sec.gov.



ITEM 1B.    UNRESOLVED STAFF COMMENTS.



None.



ITEM 2.    PROPERTIES



We lease approximately 61,000 square feet of laboratory and office space at 3500 Paramount Parkway, Morrisville, North
Carolina. We lease this space under a sublease agreement that expires on January 23, 2015 and are exploring options to sub-lease this facility and reduce our facilities expense.



In 2008, we relocated our corporate office to 2530 Meridian Parkway, Durham, North Carolina. We lease approximately 450
square feet of office space at this location.



ITEM 3.    LEGAL PROCEEDINGS



On November 20, 2007, the Company was informed that Novartis Vaccines and Diagnostics, Inc. (Novartis) had filed suit against Hoffman-La Roche Inc., Roche Laboratories Inc., Roche Colorado Corp., and
F. Hoffman- La Roche LTD. (collectively the Roche Entities) and Trimeris alleging infringement of Novartis U.S. Patent No. 7,285,271 B1, entitled Antigenic Composition Comprising an HIV gag or env Polypeptide (the
271 Patent) related to the manufacture, sale and offer for sale of FUZEON. The lawsuit was filed in the Eastern District of Texas (Marshal Division). FUZEON is an innovative HIV fusion inhibitor that was approved in 2003, having
been developed by Roche in collaboration with the Company.



The
271 Patent that is the subject of the infringement suit was granted to Novartis on October 23, 2007. On March 7, 2008, the Company received formal service of the complaint in this case and on May 29, 2008, Roche and Trimeris
filed an answer and counterclaim requesting relief on several grounds including non-infringement, patent invalidity, unenforceability and double-patenting. Also on May 29, 2008, Roche and Trimeris filed a motion to transfer venue to the Eastern
District of North Carolina or, in the alternative, dismiss Trimeris pursuant to the Federal Rules of Civil Procedure. On July 30, 2008, Novartis filed an answer to the Roche-Trimeris counterclaims. On August 1, 2008, Roche and Trimeris
filed a reply in support of Trimeris motion to transfer. On September 3, 2008, the Court dismissed the Roche-Trimeris motion for transfer of venue without prejudice. On October 10, 2008, Roche and Trimeris filed a renewed motion to
transfer. On March 3, 2009, Trimeris and the Roche filed invalidity contentions with the court. No trial date has been scheduled and the outcome of this matter cannot be determined at this time. In connection with its suit, Novartis is seeking
unspecified money damages, attorneys fees and injunctive relief which, if successful, would prevent Roche and Trimeris from manufacturing and selling FUZEON.



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



No matters were submitted to a vote of security holders during the fourth
quarter of 2008.



24



---

##### Table of Contents

PART II.



ITEM 5.    MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES



Our common stock has traded on the NASDAQ Global Market (formerly known as the Nasdaq National Market System) under the Nasdaq symbol TRMS since our initial public offering at $12.00 per share was
consummated on October 7, 1997. During 2008, we paid approximately $55.5 million in special dividends to our shareholders. As of February 26, 2009, we had approximately 139 stockholders of record. The following table sets forth the high
and low bid prices for our common stock for the period indicated as reported on the NASDAQ Global Market.



|            |  |                         |      |      |   |      |  |     |       |  |   |     
|----------- |  | ----------------------- | ---- | ---- | - | ---- |  | --- | ----- |  | - | ----
|            |  | Year ended December 31,
|            |  | 2008                    |      | 2007
|            |  | High                    |      | Low  |   | High |  | Low
|1st Quarter |  | $                       | 7.29 |      | $ | 5.58 |  | $   | 13.72 |  | $ | 6.50
|2nd Quarter |  | $                       | 7.64 |      | $ | 4.55 |  | $   | 8.16  |  | $ | 6.53
|3rd Quarter |  | $                       | 5.81 |      | $ | 3.12 |  | $   | 7.81  |  | $ | 5.79
|4th Quarter |  | $                       | 3.81 |      | $ | 1.34 |  | $   | 8.21  |  | $ | 6.10



On May 8, 2008,
the Companys Board of Directors declared a one-time special cash dividend of $1.50 per share of common stock to stockholders of record on May 22, 2008. On December 9, 2008, the Companys Board of Directors declared a one-time
special cash dividend of $1.00 per share of common stock to stockholders of record on December 19, 2008. The aggregate dividend payments totaled approximately $55.5 million and were based on the number of shares of common stock outstanding.



Prior to 2008, we had not declared or paid any dividends since
inception. Any determination to pay dividends to holders of our common stock in the future will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, results of operations, general
business conditions and any other factors our Board of Directors deems relevant.



Issuer Repurchases of Equity Securities



During 2008, the Companys Board of Directors authorized a share repurchase program to purchase up to $17 million of shares in connection with an overall $50 million return of capital to Trimeris shareholders. We did not repurchase any
equity securities of the Company during the year and quarter ended December 31, 2008. The authorization for the share repurchase program has since expired.



Equity Compensation Plan Information



The following table sets forth, as of December 31, 2008, information about our equity compensation plans that have been approved by our stockholders,
including the number of shares of our common stock exercisable under all outstanding options, the weighted-average exercise price of all outstanding options and the number of shares available for future issuance under our equity compensation plans.
We do not have any equity compensation plans that have not been approved by our stockholders.



|                                                       |  |                                                                                          |     |  |                                                                           |       |     |                                                                                                                                     |         |    
|------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- | --- |  | ------------------------------------------------------------------------- | ----- | --- | ----------------------------------------------------------------------------------------------------------------------------------- | ------- | ---
|Plan Category                                          |  | (a)Number ofsecurities to beissued
uponexerciseof outstandingoptions,warrants and rights |     |  | (b)Weighted-averageexercise price ofoutstandingoptions,warrants andrights |       |     | (c)Number ofsecuritiesremainingavailable
forfuture issuanceunderequitycompensationplans (excludingsecuritiesreflected incolumn (a)) |        
|Equity Compensation Plans Approved by Stockholders     |  | 2,578,000                                                                                | (1) |  | $                                                                         | 18.11 | (1) |                                                                                                                                     | 545,000 | (2)
|Equity Compensation Plans Not Approved by Stockholders |  | N/A                                                                                      |     |  |                                                                           | N/A   |     |                                                                                                                                     | N/A     |    



25



---

##### Table of Contents



|(1) | This amount includes the following awards granted pursuant to the Amended and Restated Stock Incentive Plan:
|--- | ------------------------------------------------------------------------------------------------------------

| |  |  | 2,463,000 shares issuable upon the exercise of outstanding stock options.
| | - |  | -------------------------------------------------------------------------

| |  |  | 115,000 restricted stock shares. Since these restricted stock awards are freely transferable upon vesting and have no exercise price, they are not included in the
weighted average exercise price calculation in column (b).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | This amount includes 299,000 options remaining available as of December 31, 2008 for grant under the Trimeris, Inc. 2007 Stock Incentive Plan, and 246,000 shares issuable under
the Trimeris, Inc. 2007 Employee Stock Purchase Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Stock
Performance Graph



LOGO



The graph above assumes dividend
reinvestment for Trimeris. Trimeris declared and paid $2.50 per share in special cash dividends during 2008 ($1.50 per share in May 2008 and $1.00 per share in December 2008.)



The table compares the yearly percentage change in the cumulative total stockholder return on Trimeris common stock during
the five fiscal years ended December 31, 2008 with cumulative total return on the Nasdaq stock market and the Nasdaq Pharmaceuticals index. The comparison assumes $100 was invested on December 31, 2003 in Trimeris common stock and in each
of such indices and assumes reinvestment of any dividends.



CUMULATIVE TOTAL RETURN



|                       |  |          |     |          |   |          |  |          |        |          |   |          |  |   |        |  |   |       
|---------------------- |  | -------- | --- | -------- | - | -------- |  | -------- | ------ | -------- | - | -------- |  | - | ------ |  | - | ------
|                       |  | 12/31/03 |     | 12/31/04 |   | 12/31/05 |  | 12/31/06 |        | 12/31/07 |   | 12/31/08
|TRIMERIS, INC.         |  | $        | 100 |          | $ | 67.67    |  | $        | 54.87  |          | $ | 60.70    |  | $ | 33.33  |  | $ | 18.34 
|NASDAQ STOCK MARKET-US |  | $        | 100 |          | $ | 108.84   |  | $        | 111.16 |          | $ | 122.11   |  | $ | 132.42 |  | $ | 63.80 
|NASDAQ PHARMACEUTICALS |  | $        | 100 |          | $ | 156.26   |  | $        | 172.08 |          | $ | 168.44   |  | $ | 177.14 |  | $ | 164.82



26



---

##### Table of Contents

ITEM 6.    SELECTED FINANCIAL DATA



SELECTED FINANCIAL DATA

(in thousands, except per share data)



The selected financial data below is taken from the audited financial statements of the Company, which are included elsewhere in this Annual Report on
Form 10-K, or from audited financial statements not included in this Annual Report on Form 10-K. Please read the financial statements and notes and Managements Discussion and Analysis of Financial Condition and Results of
Operations while reading this selected financial data.



|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                   |  | For the Years Ended December 31, |       
|                                                                                   |  | 2008                             |        |   | 2007 |        |   | 2006 |   |        | 2005 |  |   | 2004   |  
|Statements of Operations Data:                                                     |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Revenue:                                                                           |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Milestone revenue                                                                  |  | $                                | 265    |   |      | 9,435  |   |      | $ | 3,430  |      |  | $ | 1,722  |   |  | $ | 2,152   |  
|Royalty revenue                                                                    |  |                                  | 11,354 |   |      | 15,727 |   |      |   | 11,812 |      |  |   | 8,784  |   |  |   | 4,556   |  
|Collaboration income (loss)                                                        |  |                                  | 8,994  |   |      | 24,223 |   |      |   | 21,738 |      |  |   | 8,553  |   |  |   | (16,125 | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Total revenue and collaboration income (loss)                                      |  |                                  | 20,613 |   |      | 49,385 |   |      |   | 36,980 |      |  |   | 19,059 |   |  |   | (9,417  | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Operating expenses:                                                                |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Research and development expense                                                   |  |                                  | 5,118  |   |      | 12,883 |   |      |   | 18,333 |      |  |   | 18,274 |   |  |   | 21,313  |  
|General and administrative expense                                                 |  |                                  | 7,712  |   |      | 11,100 |   |      |   | 12,453 |      |  |   | 9,436  |   |  |   | 10,151  |  
|Loss/(gain) on sale of equipment                                                   |  |                                  | 461    |   |      | (24    | ) |      |   | (7     | )    |  |   | 9      |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Total operating expenses                                                           |  |                                  | 13,291 |   |      | 23,959 |   |      |   | 30,779 |      |  |   | 27,719 |   |  |   | 31,464  |  
|Operating income (loss)                                                            |  |                                  | 7,322  |   |      | 25,426 |   |      |   | 6,201  |      |  |   | (8,651 | ) |  |   | (40,881 | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Other income (expense):                                                            |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Interest income                                                                    |  |                                  | 2,063  |   |      | 3,010  |   |      |   | 1,987  |      |  |   | 1,300  |   |  |   | 953     |  
|Interest expense                                                                   |  |                                  | (348   | ) |      | (635   | ) |      |   | (781   | )    |  |   | (746   | ) |  |   | (160    | )
|Loss on investments                                                                |  |                                  | (1,347 | ) |      |       |   |      |   |       |      |  |   |       |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Total other income                                                                 |  |                                  | 368    |   |      | 2,375  |   |      |   | 1,206  |      |  |   | 554    |   |  |   | 793     |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Income (loss) before taxes and cumulative effect of change in accounting principle |  |                                  | 7,690  |   |      | 27,801 |   |      |   | 7,407  |      |  |   | (8,106 | ) |  |   | (40,088 | )
|Income tax (benefit) provision                                                     |  |                                  | (319   | ) |      | 376    |   |      |   | 275    |      |  |   |       |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Income (loss) before cumulative effect of change in accounting principle           |  |                                  | 8,009  |   |      | 27,425 |   |      |   | 7,132  |      |  |   | (8,106 | ) |  |   | (40,088 | )
|Cumulative effect of change in accounting principle                                |  |                                  |       |   |      |       |   |      |   | 252    |      |  |   |       |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss)                                                                  |  | $                                | 8,009  |   |      | 27,425 |   |      |   | 7,384  |      |  |   | (8,106 | ) |  |   | (40,088 | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Basic income (loss) per share before cumulative effect of accounting change        |  | $                                | 0.36   |   |      | 1.24   |   |      | $ | 0.33   |      |  | $ | (0.37  | ) |  | $ | (1.86   | )
|Accounting change                                                                  |  |                                  |       |   |      |       |   |      |   | 0.01   |      |  |   |       |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Basic net income (loss) per share                                                  |  | $                                | 0.36   |   |      | 1.24   |   |      | $ | 0.34   |      |  | $ | (0.37  | ) |  | $ | (1.86   | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Diluted net income (loss) per share before cumulative effect of accounting change  |  | $                                | 0.36   |   |      | 1.24   |   |      | $ | 0.33   |      |  | $ | (0.37  | ) |  | $ | (1.86   | )
|Accounting change                                                                  |  |                                  |       |   |      |       |   |      |   | 0.01   |      |  |   |       |   |  |   |        |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Diluted net income (loss) per share                                                |  | $                                | 0.36   |   |      | 1.24   |   |      | $ | 0.34   |      |  | $ | (0.37  | ) |  | $ | (1.86   | )
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Weighted average shares used in basic per share computations                       |  |                                  | 22,182 |   |      | 22,065 |   |      |   | 21,895 |      |  |   | 21,736 |   |  |   | 21,608  |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  
|Weighted average shares used in dilutive per share computations                    |  |                                  | 22,271 |   |      | 22,085 |   |      |   | 22,005 |      |  |   | 21,736 |   |  |   | 21,608  |  
|                                                                                   |  |                                  |        |   |      |        |   |      |   |        |      |  |   |        |   |  |   |         |  



|                                                 |  |                    |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|------------------------------------------------ |  | ------------------ | -------- | - | ---- | - | -------- | ---- |  | - | -------- | - |  | ---- | -------- | - |  | - | -------- | -
|                                                 |  | As of December 31, |         
|                                                 |  | 2008               |          |   | 2007 |   |          | 2006 |  |   | 2005     |   |  | 2004 |         
|Balance Sheet Data:                              |  |                    |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Cash, cash equivalents and investment securities |  | $                  | 31,577   |   |      | $ | 69,592   |      |  | $ | 48,639   |   |  | $    | 36,889   |   |  | $ | 48,402   |  
|Working capital                                  |  |                    | 28,543   |   |      |   | 74,365   |      |  |   | 53,573   |   |  |      | 40,733   |   |  |   | 49,204   |  
|Total assets                                     |  |                    | 44,212   |   |      |   | 94,121   |      |  |   | 74,903   |   |  |      | 60,142   |   |  |   | 64,820   |  
|Accumulated deficit                              |  |                    | (335,652 | ) |      |   | (343,661 | )    |  |   | (371,086 | ) |  |      | (378,470 | ) |  |   | (370,364 | )
|Total stockholders equity                       |  |                    | 21,022   |   |      |   | 67,322   |      |  |   | 37,772   |   |  |      | 24,373   |   |  |   | 30,346   |  



27



---

##### Table of Contents

Selected Quarterly Financial Data

(in thousands, except per share data)

(unaudited)



|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|-------------------------------------------------------------- |  | ------- | ------ | - | ------- | - | ------ | ------- |  | - | ------- | - |  | - | ------ | -
|                                                               |  | Q1 2008 |        |   | Q2 2008 |   |        | Q3 2008 |  |   | Q4 2008 |  
|Statements of Operations Data:                                 |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Revenue:                                                       |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Milestone revenue                                              |  | $       | 66     |   |         | $ | 66     |         |  | $ | 67      |   |  | $ | 66     |  
|Royalty revenue                                                |  |         | 2,840  |   |         |   | 2,450  |         |  |   | 3,373   |   |  |   | 2,691  |  
|Collaboration income                                           |  |         | 2,682  |   |         |   | 2,227  |         |  |   | 1,961   |   |  |   | 2,124  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total revenue and collaboration income                         |  |         | 5,588  |   |         |   | 4,743  |         |  |   | 5,401   |   |  |   | 4,881  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Operating expenses:                                            |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Research and development                                       |  |         | 1,719  |   |         |   | 1,348  |         |  |   | 572     |   |  |   | 1,479  |  
|General and administrative                                     |  |         | 1,692  |   |         |   | 2,567  |         |  |   | 1,519   |   |  |   | 1,934  |  
|(Gain)/loss on disposal of equipment                           |  |         | (418   | ) |         |   | 924    |         |  |   | (10     | ) |  |   | (35    | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total operating expenses                                       |  |         | 2,993  |   |         |   | 4,839  |         |  |   | 2,081   |   |  |   | 3,378  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Operating income (loss)                                        |  |         | 2,595  |   |         |   | (96    | )       |  |   | 3,320   |   |  |   | 1,503  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Other income (expense):                                        |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Interest income                                                |  |         | 822    |   |         |   | 537    |         |  |   | 397     |   |  |   | 307    |  
|(Loss)/gain on investments                                     |  |         | (738   | ) |         |   | 50     |         |  |   | (15     | ) |  |   | (644   | )
|Interest expense                                               |  |         | (94    | ) |         |   | (95    | )       |  |   | (96     | ) |  |   | (63    | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total other income (expense)                                   |  |         | (10    | ) |         |   | 492    |         |  |   | 286     |   |  |   | (400   | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Income before taxes                                            |  |         | 2,585  |   |         |   | 396    |         |  |   | 3,606   |   |  |   | 1,103  |  
|Income tax (benefit) provision                                 |  |         | 257    |   |         |   | (194   | )       |  |   | 47      |   |  |   | (429   | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Net income                                                     |  | $       | 2,328  |   |         | $ | 590    |         |  | $ | 3,559   |   |  | $ | 1,532  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Basic net income per share                                     |  | $       | 0.11   |   |         | $ | 0.03   |         |  | $ | 0.16    |   |  | $ | 0.07   |  
|Diluted net income per share                                   |  | $       | 0.10   |   |         | $ | 0.03   |         |  | $ | 0.16    |   |  | $ | 0.07   |  
|Weighted average shares used in basic per share computations   |  |         | 22,167 |   |         |   | 22,186 |         |  |   | 22,186  |   |  |   | 22,186 |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Weighted average shares used in diluted per share computations |  |         | 22,252 |   |         |   | 22,271 |         |  |   | 22,271  |   |  |   | 22,271 |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  



28



---

##### Table of Contents

|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|-------------------------------------------------------------- |  | ------- | ------ | - | ------- | - | ------ | ------- |  | - | ------- | - |  | - | ------ | -
|                                                               |  | Q1 2007 |        |   | Q2 2007 |   |        | Q3 2007 |  |   | Q4 2007 |  
|Statements of Operations Data:                                 |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Revenue:                                                       |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Milestone revenue                                              |  | $       | 9,208  |   |         | $ | 83     |         |  | $ | 78      |   |  | $ | 66     |  
|Royalty revenue                                                |  |         | 3,862  |   |         |   | 3,219  |         |  |   | 4,781   |   |  |   | 3,865  |  
|Collaboration income                                           |  |         | 4,368  |   |         |   | 5,806  |         |  |   | 5,518   |   |  |   | 8,531  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total revenue and collaboration income                         |  |         | 17,438 |   |         |   | 9,108  |         |  |   | 10,377  |   |  |   | 12,462 |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Operating expenses:                                            |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Research and development                                       |  |         | 3,097  |   |         |   | 2,959  |         |  |   | 3,809   |   |  |   | 3,018  |  
|General and administrative                                     |  |         | 6,539  |   |         |   | 1,937  |         |  |   | 1,674   |   |  |   | 950    |  
|Gain on disposal of equipment                                  |  |         | (2     | ) |         |   | (5     | )       |  |   |        |   |  |   | (7     | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total operating expenses                                       |  |         | 9,634  |   |         |   | 4,891  |         |  |   | 5,483   |   |  |   | 3,961  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Operating income                                               |  |         | 7,804  |   |         |   | 4,217  |         |  |   | 4,894   |   |  |   | 8,501  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Other income (expense):                                        |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Interest income                                                |  |         | 670    |   |         |   | 727    |         |  |   | 815     |   |  |   | 808    |  
|Interest expense                                               |  |         | (201   | ) |         |   | (203   | )       |  |   | (115    | ) |  |   | (116   | )
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Total other income                                             |  |         | 469    |   |         |   | 524    |         |  |   | 700     |   |  |   | 692    |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Income before taxes                                            |  |         | 8,273  |   |         |   | 4,741  |         |  |   | 5,594   |   |  |   | 9,193  |  
|Income tax provision                                           |  |         | 122    |   |         |   | 66     |         |  |   | 54      |   |  |   | 134    |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Net income                                                     |  | $       | 8,151  |   |         | $ | 4,675  |         |  | $ | 5,540   |   |  | $ | 9,059  |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Basic net income per share                                     |  | $       | 0.37   |   |         | $ | 0.21   |         |  | $ | 0.25    |   |  | $ | 0.41   |  
|Diluted net income per share                                   |  | $       | 0.37   |   |         | $ | 0.21   |         |  | $ | 0.25    |   |  | $ | 0.41   |  
|Weighted average shares used in basic per share computations   |  |         | 22,008 |   |         |   | 22,043 |         |  |   | 22,108  |   |  |   | 22,117 |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  
|Weighted average shares used in diluted per share computations |  |         | 22,124 |   |         |   | 22,184 |         |  |   | 22,132  |   |  |   | 22,141 |  
|                                                               |  |         |        |   |         |   |        |         |  |   |         |   |  |   |        |  



29



---

##### Table of Contents

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



This discussion of our financial condition and results of operations should be read together with the financial statements and notes contained elsewhere in this Annual Report on Form 10-K. Certain statements in this
section and other sections are forward-looking. While we believe these statements are accurate, our business is dependent on many factors, some of which are discussed in the Risk Factors and Business sections of this Annual
Report on Form 10-K. Many of these factors are beyond our control and any of these and other factors could cause actual clinical and financial results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K.
The results of our previous clinical trials are not necessarily indicative of the results of future clinical trials. Please read the Risk Factors section in this Annual Report on Form 10-K. We undertake no obligation to release publicly
the results of any revisions to the statements contained in this report to reflect events or circumstances that occur subsequent to the date of this Annual Report on Form 10-K.



OVERVIEW



Trimeris is a biopharmaceutical company primarily engaged in the commercialization of a class of antiviral drug treatments called fusion inhibitors.
Fusion inhibitors prevent viral fusion, a complex process by which viruses attach to, penetrate and infect host cells. If a virus cannot enter a host cell, the virus cannot replicate. By inhibiting the fusion process of particular types of viruses,
like the Human Immunodeficiency Virus (HIV), our first commercial product offers a novel mechanism of action to treat and potentially prevent the transmission of HIV.



Trimeris has a worldwide agreement (the Development and License Agreement) with F. Hoffmann-La Roche Ltd., or
Roche, to develop and market T-20, marketed as FUZEON, whose generic name is enfuvirtide. FUZEON is manufactured and distributed by Roche through Roches sales and distribution network throughout the world in countries where
regulatory approval has been received. The Company shares gross profits equally from the sale of FUZEON in the United States and Canada with Roche, and receives a royalty based on net sales of FUZEON outside the United States and Canada.



Overview of 2008



Despite declining FUZEON sales, the Company maintained positive cash flow from operations. This result was primarily driven
by world wide sales of FUZEON and lower operating expenses due to termination of our research and development activities. During the year, several notable events occurred:



CompetitionFUZEON sales have been significantly impacted by the recent market introduction of three new oral HIV agents. As
these new orally available agents achieved more widespread use, we saw a significant drop in FUZEON sales. Net sales of FUZEON for 2008 were $167.0 million, down 37 percent from $266.8 million in 2007. Net sales of FUZEON in the U.S. and Canada for
2008 were $64.2 million, down 48 percent from $124.3 million in 2007. Net sales of FUZEON outside the U.S. and Canada for 2008 were $102.8 million, down 28 percent from $142.5 million in 2007.



Special Cash DividendsWe declared and paid a total of $55.5 million in
special cash dividends during 2008.



Income TaxesWe
recognized an income tax benefit in the fourth quarter of 2008 due to the release of a portion of the valuation allowance based on near-term forecasted income exceeding the limitation placed on our net operating losses. The benefit recognized
reflects the limitation on utilization of the Companys net operating losses as described below.



At December 31, 2008, the Company has net operating loss carryforwards (NOLs) for federal tax purposes of approximately $302.4 million,
which expire in varying amounts between 2018 and 2025. We determined that an ownership change under Section 382 of the Internal Revenue Code of 1986 (IRC), as amended, occurred during 2008. The effect of this ownership change was
the imposition of a $457,000 annual limitation on the use of NOL carryforwards attributable to periods before the change. This annual limitation will result in the expiration of NOL carryforwards before they become available for utilization. Based
on the $457,000 annual limitation, the Company anticipates that a total of approximately $7.8 million of NOL carryforwards will be available for utilization prior to 2025.



30



---

##### Table of Contents

The Company has state net economic losses of approximately $257.6 million, which expire in varying
amounts between 2009 and 2020. The Company is currently assessing the impact of the ownership change under Section 382 on the ability to utilize the state net economic losses. Currently the Company believes that the impact is de minimus.



The Company has research and development credits of $9.1
million, which expire in varying amounts between 2013 and 2026. The Company has AMT credit carryforwards of approximately $800,000 which are available to reduce regular Federal income taxes, if any, over an indefinite period. The utilization of the
research and development credits and the AMT credit carryforwards are subject to limitation under IRC Sections 382 and 383 such that the Company does not expect to recognize any tax benefit from such credits or carryforwards.



In 2009 and beyond, the amount of income taxes that we pay will increase as
our ability to utilize NOLs is limited to $457,000 per year.



Outlook
for 2009



2009 will continue to be a year of transition
for Trimeris:



| |  |  | Strategic AlternativesWe will continue to evaluate strategic alternatives to enhance shareholder value.
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | ProfitabilityWe will focus our efforts on maintaining profitability based on FUZEON sales.
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | CompetitionRecently, weekly prescription trends for FUZEON have begun to stabilize. Future FUZEON prescription trends will depend on the further refinement of
the optimal regimen for treatment experienced patients and the role of FUZEON in these regimens
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FUZEON Sales and MarketingWe believe that our selling and marketing expense in 2009 will be lower than 2008, as we have exercised again our right under our
Development and License Agreement with Roche that prevents Roche from adopting a budget for the marketing of FUZEON above a certain limit without our consent.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Novartis LitigationWe, along with our partner Roche, are working with outside counsel to come to the most expedient and satisfactory resolution of the patent
infringement suit brought by Novartis Vaccines and Diagnostics, Inc.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Overview of Roche Relationship



The
Development and License Agreement



In July 1999, the
Company entered into the Development and License Agreement with Roche to develop and commercialize T-20, currently marketed as FUZEON, whose generic name is enfuvirtide, and T-1249, or a replacement compound. The Development and License Agreement
has been amended several times, most recently in March 2007, when the agreement was amended to only cover the development and commercialization of FUZEON. The Development and License Agreement will effectively terminate in 2021, upon the expiration
of the last relevant patent covering FUZEON.



The Development
and License Agreement, as amended, grants Roche an exclusive, worldwide license for FUZEON. Under this agreement, a joint management committee consisting of members from Trimeris and Roche oversees the strategy for the collaboration. Roche may
terminate its license for a particular country in its sole discretion with advance notice. In addition, the Development and License Agreement gives Roche significant control over important aspects of the commercialization of FUZEON, including, but
not limited to, pricing, sales force activities and promotional activities. Under the Development and License Agreement, Roche cannot adopt a budget for the marketing of FUZEON above certain limits without the agreement of the Company.



As mentioned above, in March 2007, the Company entered into an agreement
with Roche that amends the terms of both the Development and License Agreement and the Research Agreement (defined below). This amendment states that all intellectual property that was formerly shared between the companies, other than intellectual
property related to FUZEON, shall belong now solely to Trimeris. The returned intellectual property covers both research and



31



---

##### Table of Contents

development stage molecules, including T-1249. Currently, there are no patients being treated with T-1249. Following the March 2007 amendment, Roche is only
responsible for one remaining $5.0 million milestone under the Development and License Agreement payable upon the achievement of a certain cumulative twelve month sales threshold for FUZEON in the United States and Canada.



Collaboration Income and Loss



Currently, our only significant source of revenue is from the sale of
FUZEON. Gross profit and royalty revenue from the sale of FUZEON exceeded the selling, marketing and other charges for the years ended December 31, 2008, 2007 and 2006, resulting in positive cash flow from the Development and License Agreement.



Product sales of FUZEON began in the United States on
March 27, 2003 and are recorded by Roche. Under the Development and License Agreement, the Company shares gross profits equally from the sale of FUZEON in the United States and Canada with Roche, which is reported as collaboration income in the
statements of operations as a component of revenue. Collaboration income is calculated as follows: Total gross sales of FUZEON in the United States and Canada is reduced by any discounts, returns or rebates resulting in total net sales. Net sales
are reduced by costs of goods sold resulting in gross profit. Gross profit is reduced by selling, marketing and other expenses related to the sale of FUZEON, resulting in operating income or loss. The Companys share of the operating income is
reported as collaboration income as a component of revenue. Revenue is recognized when Roche ships drug and title and risk of loss passes to wholesalers. FUZEON is widely available through retail pharmacies and wholesalers across North America.



We receive royalties on sales of FUZEON in countries outside
of the United States and Canada. Roche is responsible for all activities related to FUZEON outside of the United States and Canada, including regulatory, manufacturing, sales and distribution. We receive a quarterly royalty report from Roche that
summarizes these sales and the royalty amounts due to Trimeris.



It is important to recognize that Roche is responsible for the manufacture, sales, marketing and distribution of FUZEON. Roche is manufacturing bulk quantities of FUZEON drug substance in its Boulder, Colorado facility and is producing
finished drug product from bulk drug substance at other Roche facilities. The finished drug product is then shipped to another Roche facility for distribution. Roches sales force is responsible for selling FUZEON. Under our Development and
License Agreement, we do not have the ability or rights to co-market this drug or field our own FUZEON sales force. All third party contracts for manufacturing, distribution, sale, and reimbursement are between Roche and the third party. We are not
a party to any of the material contracts in these areas. Roche provides us with information on manufacturing, sales and distribution of FUZEON. Roche is responsible for estimating reductions to gross sales for expected returns of expired products,
government rebate programs, such as Medicaid reimbursements, and customer incentives, such as cash discounts for prompt payment. We review these items for accuracy and reasonableness. We receive 50% of the product gross profits for the United States
and Canada.



Accrued Marketing Costs



For the years ended December 31, 2008, 2007 and 2006, Trimeris has
recorded its share of selling and marketing expenses in accordance with terms and conditions of agreements we executed with Roche.



The Company and Roche agreed to limit the Companys actual cash contribution to the FUZEON selling and marketing expenses in 2004 to approximately
$11.2 million, even though Roche spent significantly more on these expenses. If certain cumulative levels of sales for FUZEON in the United States and Canada are achieved, the Companys share of the additional expenses incurred by Roche during
2004 will be payable to Roche beginning at a future date over several years from that future date. During the fourth quarter of 2008, the Company revised its estimate of the date that payments will begin from 2017 to 2022. During the year ended
December 31, 2004, the Companys share of selling and marketing expenses exceeded $11.2 million. During 2004, the Company recorded $15.6 million as part of collaboration loss, which represented the net present value of the Companys
estimated share of the expenses that were in excess of approximately $11.2 million. This amount was determined by taking into account the expected timing and terms of payment under the Development and License Agreement, discounted at a risk



32



---

##### Table of Contents

free interest rate. The Company is increasing the liability over time to the expected payment amount. The total liability of $18.3 million and $17.9 million
at December 31, 2008 and 2007, respectively, is reflected on our balance sheets under the caption Accrued marketing costs.



The accrued marketing costs apply only to the 2004 FUZEON marketing costs. With respect to both 2008 and 2007, there are no accrued marketing costs.



Manufacturing Amendment



In September 2005, the Company entered into a Letter of Amendment (the
Manufacturing Amendment) with Roche, setting forth certain rights and responsibilities with respect to the manufacture and sale of FUZEON. The Manufacturing Amendment amends and supplements the terms of the Development and License
Agreement and addresses several aspects of the parties collaboration related to the manufacture of FUZEON. According to the terms of the Manufacturing Amendment, Roche will be responsible for all decisions regarding future FUZEON manufacturing
volume, including management of the inventory supply chain. Subject to certain exceptions, Roche will therefore be financially responsible for all write-offs of expired Product (as defined in the Development and License Agreement) sold in the U.S.
and Canada. In addition, Roche will be responsible for write-offs of all supply chain materials not currently in inventory as of the date of execution of the Manufacturing Amendment and the collaborations Joint Steering Committee will
determine the schedule for converting supply chain materials that are in inventory as of that date into product.



The Manufacturing Amendment also sets forth the terms for which Roche-owned, FUZEON manufacturing equipment and facilities in Boulder may be used for the
manufacture of other products. In addition, the Manufacturing Amendment provides for Trimeris payment of certain pre-launch inventory carrying costs related to the sale of FUZEON and Roches payment to Trimeris of an outstanding
manufacturing milestone payment under the collaboration. The Manufacturing Amendment also outlines certain methodologies for the allocation of standard cost variances between the parties, the sharing of financial data related to FUZEON
manufacturing, and the methodology for calculating currency conversions.



Advanced PaymentRoche



Under the Manufacturing Amendment, the Company will pay Roche for the Companys share of the capital invested in Roches manufacturing facility over a seven-year period. As a result, Roche will no longer include the depreciation
related to the manufacturing facility in cost of goods sold.



Under the terms of the Manufacturing Amendment, the Companys contribution to the capital improvements made at Roches manufacturing facility is to be reviewed on an annual basis. Following such review, the Companys
contribution will be adjusted, when necessary, to reflect changes to the relative geographic distribution of FUZEON sales. During the first quarter of 2008, the Company and Roche reviewed certain FUZEON sales data which resulted in a change in the
amount of the Companys contribution to the capital investment. Following this review, the Company expected to contribute approximately $12.1 million towards the capital investment as compared to its previous expectation of approximately $12.8
million. At December 31, 2008, we had capitalized costs of $11.5 million, and expect to pay approximately $285,000 per quarter through June 2009. In the event the Development and License Agreement is terminated, the Company would not be
obligated for any unpaid amounts for capital investment.



These
payments, net of the portion allocated to cost of goods sold, are recorded as an asset presented as Advanced paymentRoche. This asset is amortized based on the units of FUZEON sold during the collaboration period in order to
properly allocate the capital investment to cost of goods sold as the related inventory is sold in future periods. Assuming all payments are made and sales of FUZEON continue, the Company estimates that this asset has a remaining useful life of
approximately 13 years. The carrying value of this asset will be evaluated annually for impairment or if an event occurs that triggers impairment.



Under the Manufacturing Amendment, if the Roche-owned facilities in Boulder, Colorado used for the manufacture of FUZEON, are used to produce other
products for Roche, a credit to the collaboration will result. Through December 31, 2008, the Companys share of this credit was approximately $2.0 million. These credits have



33



---

##### Table of Contents

been recorded on the Companys balance sheets as a reduction to the Advanced paymentRoche. These credits offset variances that would
otherwise have been allocated to FUZEON if the facilities had remained underutilized and will be recognized when the related FUZEON produced during these periods is sold.



Development Expenses



Under the Development and License Agreement, development costs for FUZEON are shared equally. Development typically includes certain clinical and
pre-clinical studies performed on a clinical candidate compound, as well as post-marketing commitments related to approved drugs. Currently only Roche incurs development costs for FUZEON. Roche holds the Investigational New Drug (IND)
and the New Drug Application (NDA) for FUZEON and is responsible for all regulatory issues, maintenance activities and communications with the FDA. Development expenses pertaining to the United States and Canada are included in our
statements of operations as operating expenses under Research and Development.



The Research Agreement



Research, or the process of identifying clinical candidates, is generally distinct from the advanced testing of these compounds, a process referred to herein as development (see discussion above Development Expenses). In the
Companys collaboration with Roche, the identification of compounds that may become clinical candidates had been governed by a separate research agreement and the work by the parties was performed according to an agreed upon research plan. In
2001, the Company entered into a research agreement (the Research Agreement) with Roche to discover, develop and commercialize next generations of HIV fusion inhibitor peptides (NGFI). In addition, the Company has the option
to participate in the co-development and commercialization of certain Roche-developed fusion inhibitor peptides. In order to exercise its option, the Company must pay Roche a one-time, lump sum payment of $4.5 million per candidate.



In March 2007, the Company entered into an agreement with Roche that amended
the terms of the Research Agreement whereby all rights, joint patents and other intellectual property rights to the NGFI peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to the Company. As a
result of this agreement, the Company accelerated revenue recognition for those milestones being amortized over the length of the research and development period of the NGFI peptides because the period of our joint development has ended. The
acceleration of these milestones resulted in $8.7 million of additional milestone revenue during the first quarter of 2007. The Company has maintained the option to participate in the co-development and commercialization of certain Roche-developed
fusion inhibitor peptides, as described in the preceding paragraph.



The following table summarizes our research and development expenses since inception (in thousands):



|                                                                                             |  |      |       |      |   |        |      |  |           |        |            |   |         |  |   |        
|-------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | ------ | ---- |  | --------- | ------ | ---------- | - | ------- |  | - | -------
|Project                                                                                      |  | 2008 |       | 2007 |   |        | 2006 |  | 1993-2005 |        | Cumulative
|Fuzeon                                                                                       |  | $    | 1,002 |      | $ | 515    |      |  | $         | 4,177  |            | $ | 222,991 |  | $ | 228,685
|T-1249                                                                                       |  |      |      |      |   | 67     |      |  |           | 176    |            |   | 30,986  |  |   | 31,229 
|Next Generation Fusion Inhibitors                                                            |  |      | 1,036 |      |   | 7,546  |      |  |           | 4,899  |            |   | 16,280  |  |   | 29,761 
|Early stage research                                                                         |  |      |      |      |   |       |      |  |           | 3,011  |            |   | 2,267   |  |   | 5,278  
|Other (comprised mostly of management personnel, patent costs and overhead allocation costs) |  |      | 2,715 |      |   | 4,855  |      |  |           | 4,177  |            |   | 10,802  |  |   | 22,549 
|                                                                                             |  |      |       |      |   |        |      |  |           |        |            |   |         |  |   |        
|All projects                                                                                 |  |      | 4,753 |      |   | 12,983 |      |  |           | 16,440 |            |   | 283,326 |  |   | 317,502
|SFAS 123R expense                                                                            |  |      | 365   |      |   | (100   | )    |  |           | 1,893  |            |   |        |  |   | 2,158  
|                                                                                             |  |      |       |      |   |        |      |  |           |        |            |   |         |  |   |        
|Total research and development                                                               |  | $    | 5,118 |      | $ | 12,883 |      |  | $         | 18,333 |            | $ | 283,326 |  | $ | 319,660
|                                                                                             |  |      |       |      |   |        |      |  |           |        |            |   |         |  |   |        



34



---

##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES



The table below presents our cash flows for the years ended December 31, 2008, 2007 and 2006.



|                                                     |  |                          |         |   |      |   |         |      |  |   |        |  
|---------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                     |  | Years ended December 31, |        
|                                                     |  | 2008                     |         |   | 2007 |   |         | 2006 | 
|                                                     |  | (in thousands)           |        
|Net cash provided by operating activities            |  | $                        | 17,045  |   |      | $ | 21,592  |      |  | $ | 12,177 |  
|Net cash provided (used) by investing activities     |  |                          | 20,110  |   |      |   | (19,115 | )    |  |   | (6,152 | )
|Net cash (used) provided by financing activities     |  |                          | (55,468 | ) |      |   | 173     |      |  |   | 468    |  
|                                                     |  |                          |         |   |      |   |         |      |  |   |        |  
|Net (decrease) increase in cash and cash equivalents |  |                          | (18,313 | ) |      |   | 2,650   |      |  |   | 6,493  |  
|Cash and cash equivalents, beginning of period       |  |                          | 32,702  |   |      |   | 30,052  |      |  |   | 23,559 |  
|                                                     |  |                          |         |   |      |   |         |      |  |   |        |  
|Cash and cash equivalents, end of period             |  | $                        | 14,389  |   |      | $ | 32,702  |      |  | $ | 30,052 |  
|                                                     |  |                          |         |   |      |   |         |      |  |   |        |  



Operating
Activities:    Since inception, we have financed our operations primarily through private placements and public offerings of common stock, equipment lease financing and payments received from Roche under our Development and
License Agreement with Roche.



In 2008, 2007 and 2006, the cash
provided by operating activities primarily resulted from worldwide sales of FUZEON offset, in part, by cash used to fund research and development relating to FUZEON, and other product candidates, primarily TRI-1144, and marketing costs for the
commercialization of FUZEON. In 2009, cash used in operating activities will depend on several factors including the sales, cost of sales and marketing expenses related to the sale of FUZEON (profitability of the collaboration with Roche) and the
amount of money Roche deploys into post marketing commitments for FUZEON (development expenses).



Investing Activities:    In 2008, cash provided by investing activities was primarily due to net maturities of investment
securities available-for-sale of $19.7 million and the proceeds from the sale of equipment of $1.0 million offset, in part, by patent costs of $668,000. In 2009, cash provided by investing activities will depend primarily on the net maturities of
investments. We expect spending on patent costs in 2009 to approximate the spending in 2008. We do not expect to purchase any property, furniture and equipment in 2009.



In 2007, cash used by investing activities was primarily due to the reclassification of the investment of approximately $16.2 million in
Bank of America Corporations Columbia Strategic Cash Portfolio (the Fund). In December 2007, Columbia Management Group, LLC, the Funds manager, determined that the assets of the Fund had declined in fair value and the
Fund would no longer seek to maintain a net asset value (NAV) of one dollar per share. As a result, the Funds NAV began to fluctuate based on changes in the market values of the assets owned by the Fund. The Fund ceased accepting
orders for new shares and began an orderly liquidation of Fund assets for distribution to its shareholders. The Company, therefore, reclassified this investment to short-term investments from cash equivalents, based on information provided by the
Fund manager. At December 31, 2008, the Funds NAV was $0.8266 per share and the Companys investment was $3.4 million. At December 31, 2007, the Funds NAV was $0.9874 per share. Cash used by investing activities also
resulted from net purchases of investment securities available-for-sale of $2.3 million, purchases of property, furniture and equipment of $264,000 and patent costs of $384,000.



In 2006, cash used by investing activities was primarily due to net purchases of investment securities available-for-sale of
$5.3 million, purchases of property, furniture and equipment of $485,000 and patent costs of $421,000.



Financing Activities:In 2008, cash used in financing activities was due to the payment of approximately $55.5 million in
special dividends. In 2007 and 2006, the cash provided by financing activities was due to the exercise of employee stock options and purchases of our stock under the employee stock purchase plan.



Total Cash, Cash Equivalents and Investment Securities
Available-For-Sale.    As of December 31, 2008, we had $31.6 million in cash and cash equivalents and investment securities available-for-sale, compared to $69.6 million as of December 31, 2007. The decrease is
primarily a result of the special cash dividends that we paid in 2008, offset in part by cash provided by operating activities during the year ended December 31, 2008.



35



---

##### Table of Contents

Future Capital Requirements.    We have expended, and expect to continue to
expend in the future, substantial funds in the following areas:



| |  |  | expenditures for marketing activities related to FUZEON; and
| | - |  | ------------------------------------------------------------



| |  |  | legal costs to defend the patent infringement suit brought by Novartis Vaccines and Diagnostics, Inc.
| | - |  | -----------------------------------------------------------------------------------------------------



Based on expected sales levels of FUZEON, expenses related to the sale of
FUZEON, the costs involved in preparing, filing, processing, maintaining, protecting and enforcing patent claims and other intellectual property rights, and litigation expenses, we expect that our existing capital resources, together with the
interest earned thereon, will be adequate to fund our operating expenses for the foreseeable future.



Contractual Obligations.    The following table summarizes our material contractual commitments at December 31, 2008.



|                                                               |  |                |       |      |   |       |  |      |       |      |   |            |  |       |       |  |   |        |  |   |       
|-------------------------------------------------------------- |  | -------------- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ---------- |  | ----- | ----- |  | - | ------ |  | - | ------
|Contractual Obligations****                                    |  | 2009           |       | 2010 |   | 2011  |  | 2012 |       | 2013 |   | Thereafter |  | Total
|                                                               |  | (in thousands)
|Operating leases*                                              |  | $              | 1,569 |      | $ | 1,600 |  | $    | 1,632 |      | $ | 1,666      |  | $     | 1,698 |  | $ | 1,877  |  | $ | 10,042
|Other contractual obligations**                                |  |                | 570   |      |   |      |  |      |      |      |   |           |  |       |      |  |   |       |  |   | 570   
|Reduction in workforce***                                      |  |                | 863   |      |   |      |  |      |      |      |   |           |  |       |      |  |   |       |  |   | 863   
|Other long-term liabilities reflected on the Balance Sheet**** |  |                |      |      |   |      |  |      |      |      |   |           |  |       |      |  |   | 22,204 |  |   | 22,204
|                                                               |  |                |       |      |   |       |  |      |       |      |   |            |  |       |       |  |   |        |  |   |       
|                                                               |  | $              | 3,002 |      | $ | 1,600 |  | $    | 1,632 |      | $ | 1,666      |  | $     | 1,698 |  | $ | 24,081 |  | $ | 33,679
|                                                               |  |                |       |      |   |       |  |      |       |      |   |            |  |       |       |  |   |        |  |   |       



|* | Includes payments due under a sublease signed during June 2004, which commenced on January 1, 2005, on an existing office and laboratory building. In the second quarter of
2008, the Company relocated its corporate offices and shut down this facility. The Company is liable for all remaining lease payments if it does not sublease the facility and is actively looking for a sublease tenant for the offices and laboratory
building.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | We are making advance payments to Roche for our share of the cost of the capital improvements made at Roches Boulder manufacturing facility where FUZEON drug substance is
produced. In 2005, we reached an agreement with Roche whereby we will pay Roche for our share of the capital invested in Roches manufacturing facility over a seven-year period. Under the terms of the agreement, our contribution to the capital
improvements made at the Boulder manufacturing facility will be reviewed on an annual basis using sales data from the previous four quarters. During the first quarter of 2008, the Company and Roche reviewed the appropriate sales data resulting in a
change to our share of the capital investment from approximately $12.8 million to approximately $12.1 million. At December 31, 2008, we have capitalized costs of $11.5 million, and expect to pay approximately $285,000 per quarter through June
2009. This amount, net of charges to cost of goods sold as the related inventory is sold, is recorded as an asset on our balance sheets under the caption Advanced paymentRoche. In the event our Development and License Agreement is
terminated, we would not be obligated for any unpaid amounts for capital investment.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | During 2006 and 2007, the Company reduced its workforce and accrued amounts related to severance and other costs.
|--- | -----------------------------------------------------------------------------------------------------------------

|**** | Our cash contribution to the selling and marketing expenses for FUZEON in 2004 was limited to approximately $11.2 million, even though Roche spent significantly more on these
expenses. If certain cumulative levels of sales for FUZEON in the United States and Canada are achieved, our share of these additional expenses incurred by Roche during 2004 will be payable to Roche beginning at a future date over several years from
that future date. During the fourth quarter of 2008, we revised our estimate of the date that payments will begin from 2017 to 2022.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | During the year ended December 31, 2004, we reached the $11.2 million limitation for the year. We recorded a liability of approximately $15.6 million as part of collaboration
loss during the year ended December 31, 2004. This represented the net present value of our estimated share of the additional expenses, discounted at a risk-free interest rate from the expected payment date based on achievement of the sales
milestones in the agreement. We are increasing the liability over time to the expected payment amount. During the year ended December 31, 2008, we increased this liability by $348,000. The total liability of $18.3 million at December 31,
2008, is reflected on our balance sheet under the caption Accrued marketing costs. The amount reflected in the above table represents the undiscounted value of the obligation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | New York Blood CenterIn addition, under its license agreement with the NYBC, the Company makes payments based on a contracted term.
| | ------------------------------------------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

RESULTS OF OPERATIONS



Comparison of Years Ended December 31, 2008, 2007 and 2006



Revenues



The table below presents our revenue sources for the years ended December 31, 2008, 2007 and 2006.



|                                       |  |                          |        |                                |   |        |                                |   |        |  |   |         |   |  |   |       
|-------------------------------------- |  | ------------------------ | ------ | ------------------------------ | - | ------ | ------------------------------ | - | ------ |  | - | ------- | - |  | - | ------
|                                       |  | Years ended December 31, |        | 2008 to 2007Increase(Decrease) |   |        | 2007 to 2006Increase(Decrease)
|                                       |  | 2008                     |        | 2007                           |   | 2006   |                                |  
|Milestone revenue                      |  | $                        | 265    |                                | $ | 9,435  |                                | $ | 3,430  |  | $ | (9,170  | ) |  | $ | 6,005 
|Royalty revenue                        |  |                          | 11,354 |                                |   | 15,727 |                                |   | 11,812 |  |   | (4,373  | ) |  |   | 3,915 
|Collaboration income                   |  |                          | 8,994  |                                |   | 24,223 |                                |   | 21,738 |  |   | (15,229 | ) |  |   | 2,485 
|                                       |  |                          |        |                                |   |        |                                |   |        |  |   |         |   |  |   |       
|Total revenue and collaboration income |  | $                        | 20,613 |                                | $ | 49,385 |                                | $ | 36,980 |  | $ | (28,772 | ) |  | $ | 12,405
|                                       |  |                          |        |                                |   |        |                                |   |        |  |   |         |   |  |   |       



Milestone
revenue:    Total milestone revenue represents the amortization of achieved milestones under our collaboration with Roche.



The table below presents our achieved milestones from Roche as of December 31, 2008. We are recognizing these milestones on a straight-line
basis.



|      |  |                |        |   |               |              |                                                |   |                                                |  |                          |     |  |                 
|----- |  | -------------- | ------ | - | ------------- | ------------ | ---------------------------------------------- | - | ---------------------------------------------- |  | ------------------------ | --- |  | ----------------
|      |  | MilestoneTotal |        |   | Date Achieved |              | Total RevenueRecognizedThroughDecember 31,2008 |   | RevenueRecognizedfor yearendedDecember 31,2008 |  | End of RecognitionPeriod
|      |  | (in thousands)
|      |  | $              | 4,600  | * |               | July 1999    |                                                | $ | 4,600                                          |  | $                        |    |  | **              
|      |  |                | 2,000  |   |               | October 2000 |                                                |   | 2,000                                          |  |                          |    |  | **              
|      |  |                | 8,000  |   |               | March 2003   |                                                |   | 8,000                                          |  |                          |    |  | **              
|      |  |                | 5,000  |   |               | May 2003     |                                                |   | 5,000                                          |  |                          |    |  | **              
|      |  |                | 2,500  |   |               | June 2003    |                                                |   | 1,321                                          |  |                          | 199 |  | November 2014***
|      |  |                | 750    |   |               | June 2004    |                                                |   | 294                                            |  |                          | 66  |  | November 2014***
|      |  |                | 2,500  |   |               | January 2006 |                                                |   | 2,500                                          |  |                          |    |  | **              
|      |  |                |        |   |               |              |                                                |   |                                                |  |                          |     |  |                 
|Total |  | $              | 25,350 |   |               |              |                                                | $ | 23,715                                         |  | $                        | 265 |  |                 
|      |  |                |        |   |               |              |                                                |   |                                                |  |                          |     |  |                 



|* | Roche made a nonrefundable initial cash payment to the Company of $10 million during 1999. In July 1999, the Company granted Roche a warrant to purchase 362,000 shares of common
stock at a purchase price of $20.72 per share. The fair value of the warrant of $5.4 million was credited to additional paid-in capital in 1999, and as a reduction of the $10 million up-front payment received from Roche. We had deferred $4.6 million
over the research and development period. This deferred amount was the net of the $10 million up-front payment and the $5.4 million for the warrant.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | On March 13, 2007, the Company entered into an agreement with Roche that amended the terms of the Research Agreement whereby all rights, joint patents and other intellectual
property rights to the NGFI peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to Trimeris. As a result of this agreement, the Company accelerated revenue, into the first quarter of 2007, for
those milestone payments being amortized over the length of the research and development period of the NGFI peptides because our period of joint development ended.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | During the third quarter of 2007, the Company extended the recognition of the remaining milestones through November 2014 as the patent term associated with these milestones was
extended through this date. The original expiration of the associated patents was June 2013.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



37



---

##### Table of Contents

In 2008, we recognized approximately $9.2 million less in milestone revenue when compared to 2007,
primarily as a result of the acceleration of milestone revenue into the first quarter of 2007 (see ** discussion above) as well as the patent extension that occurred during the third quarter of 2007.



Royalty revenue:    Royalty revenue represents the
royalty payment earned from Roche based on total net sales of FUZEON outside the United States and Canada. Sales of FUZEON outside the United States and Canada began in June 2003. In accordance with our agreement with Roche, our royalty rate has
increased from 10% to 12%. This increase was in effect for the entire third quarter of 2006 and will remain at this level for the remainder of the collaboration. To calculate the royalty revenue, an 8% distribution charge is deducted from
Roches reported net sales, from which the Company received a 12% royalty. Prior to the third quarter of 2006, to calculate the royalty revenue an 8% distribution charge was deducted from Roches reported net sales, from which Trimeris
received a 10% royalty.



Total royalty revenue decreased for
the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily as a result of the introduction of competitive entrants. Typically we have noticed that the effect of competitive entrants lags by one year when
compared to the market in the U.S. We expect royalty revenue in 2009 to be lower than that of 2008.



Total royalty revenue increased for the year ended December 31, 2007 compared to the year ended December 31, 2006 as a result of sales in new
countries being initiated.



The table below presents net sales
outside the United States and Canada for the years ended December 31, 2008, 2007 and 2006. FUZEON was launched in June 2003 in the European Union.



|                                                                            |  |                          |         |                                |   |         |                                |   |         |  |   |         |   |  |   |       
|--------------------------------------------------------------------------- |  | ------------------------ | ------- | ------------------------------ | - | ------- | ------------------------------ | - | ------- |  | - | ------- | - |  | - | ------
|                                                                            |  | Years ended December 31, |         | 2008 to 2007Increase(Decrease) |   |         | 2007 to 2006Increase(Decrease)
|                                                                            |  | 2008                     |         | 2007                           |   | 2006    |                                |  
|Total net sales outside the United States and Canada (as recorded by Roche) |  | $                        | 102,840 |                                | $ | 142,450 |                                | $ | 114,790 |  | $ | (39,610 | ) |  | $ | 27,660
|                                                                            |  |                          |         |                                |   |         |                                |   |         |  |   |         |   |  |   |       



Collaboration
Income:    The table below presents our collaboration income for the United States and Canada for the years ended December 31, 2008, 2007 and 2006. Collaboration income is reported on our statements of operations as a
component of revenue. Under our Development and License Agreement with Roche, we share gross profits equally from the sale of FUZEON in the United States and Canada. FUZEON was launched in March 2003.



|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|--------------------------------------- |  | ------------------------ | ------- | - | ------------------ | - | ------- | ------------------ |  | - | ------- | - |  | ------- | - |  | - | -------- | -
|                                        |  | Years Ended December 31, |         |   | Increase(Decrease) |   |         | Increase(Decrease) | 
|                                        |  | 2008                     |         |   | 2007               |   |         | 2006               |  |   |        
|Gross Fuzeon sales by Roche             |  | $                        | 80,066  |   |                    | $ | 147,454 |                    |  | $ | 152,166 |   |  | (67,388 | ) |  | $ | (4,712   | )
|Sales adjustments                       |  |                          | (15,911 | ) |                    |   | (23,108 | )                  |  |   | (18,005 | ) |  | 7,197   |   |  |   | (5,103   | )
|Sales adjustments as a % of Gross Sales |  |                          | 20      | % |                    |   | 16      | %                  |  |   | 12      | % |  |         |   |  |   |          |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|Net sales                               |  |                          | 64,155  |   |                    |   | 124,346 |                    |  |   | 134,161 |   |  | (60,191 | ) |  |   | (9,815   | )
|Cost of goods sold                      |  |                          | (24,230 | ) |                    |   | (45,486 | )                  |  |   | (44,295 | ) |  | 21,256  |   |  |   | (1,191   | )
|Cost of goods sold credit               |  |                          |        |   |                    |   | 10,940  |                    |  |   |        |   |  | (10,940 | ) |  |   | 10,940.0 |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|Total cost of goods sold                |  |                          | (24,230 | ) |                    |   | (34,546 | )                  |  |   | (44,295 | ) |  | 10,316  |   |  |   | 9,749    |  
|Cost of goods sold as a % of Net Sales  |  |                          | 38      | % |                    |   | 28      | %                  |  |   | 33      | % |  |         |   |  |   |          |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|Gross profit                            |  |                          | 39,925  |   |                    |   | 89,800  |                    |  |   | 89,866  |   |  | (49,875 | ) |  |   | (66      | )
|Gross profit as a % of Net Sales        |  |                          | 62      | % |                    |   | 72      | %                  |  |   | 67      | % |  |         |   |  |   |          |  
|Selling and marketing expenses          |  |                          | (20,894 | ) |                    |   | (36,590 | )                  |  |   | (45,809 | ) |  | 15,696  |   |  |   | 9,219    |  
|Other costs                             |  |                          | (3,004  | ) |                    |   | (3,248  | )                  |  |   | (3,434  | ) |  | 244     |   |  |   | 186      |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|Total shared profit and loss            |  |                          | 16,027  |   |                    |   | 49,962  |                    |  |   | 40,623  |   |  | (33,935 | ) |  |   | 9,339    |  
|Trimeris share*                         |  |                          | 9,517   |   |                    |   | 24,981  |                    |  |   | 22,511  |   |  | (15,464 | ) |  |   | 2,470    |  
|Costs exclusive to Trimeris, Inc.       |  |                          | (523    | ) |                    |   | (758    | )                  |  |   | (773    | ) |  | 235     |   |  |   | 15       |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  
|Collaboration income                    |  | $                        | 8,994   |   |                    | $ | 24,223  |                    |  | $ | 21,738  |   |  | (15,229 | ) |  | $ | 2,485    |  
|                                        |  |                          |         |   |                    |   |         |                    |  |   |         |   |  |         |   |  |   |          |  



38



---

##### Table of Contents



|* | The Companys contribution to selling and marketing expenses was limited in 2008 and 2006. As a result, the Companys and Roches share of the collaboration income
was not equal in 2008 or 2006. In 2007, the Company entered into a letter agreement with Roche related to the sharing of sales and marketing expenses of FUZEON on a 50/50 basis for 2007.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Gross FUZEON sales by Roche:    Gross FUZEON sales
are recorded by Roche. Revenue from product sales is recognized when Roche ships drug and title and risk of loss passes to wholesalers.



The table below presents the number of kits sold and shipped to wholesalers in the U.S. and Canada during 2008, 2007, and 2006.



|             |  |        |  |        |  |       
|------------ |  | ------ |  | ------ |  | ------
|Kits Shipped |  | 2008   |  | 2007   |  | 2006  
|Q1           |  | 9,600  |  | 17,900 |  | 17,100
|Q2           |  | 9,000  |  | 19,200 |  | 19,800
|Q3           |  | 7,900  |  | 17,600 |  | 19,900
|Q4           |  | 9,500  |  | 17,500 |  | 22,900
|             |  |        |  |        |  |       
|Total        |  | 36,000 |  | 72,200 |  | 79,700
|             |  |        |  |        |  |       



FUZEON sales have been
significantly impacted by the recent market introduction of three new oral HIV agents. As these new orally available agents achieved more widespread use, we saw a significant drop in FUZEON sales. We believe that in the near future FUZEON sales will
stabilize. It is our view that the long-term effect of novel drug regimens based on new market entrants will be influenced by the clinical success or failure of non-FUZEON containing treatment regimens prescribed for treatment-experienced patients.



Sales adjustments:    Sales
adjustments are recorded by Roche based on its experience with selling FUZEON. Sales adjustments for 2008 were higher than our expectations for the year as a result of unforeseen Medicaid rebates. Sales adjustments for 2007 were within our
expectations for the year. Roche adjusted some of its reserves at the end of 2006 resulting in an overall lower sales adjustment. We expect sales adjustments to range between 16% to 18% of gross sales in 2009.



Cost of goods sold:    In the fourth quarter of
2007, we entered into discussions with Roche related to the models used to calculate cost of goods sold for FUZEON. During the course of the discussions, we and Roche concluded that the models being used resulted in an overestimate in the costs of
goods sold being charged to the collaboration. As a result, the collaboration received a credit of approximately $10.9 million, of which Trimeris share was approximately $5.5 million, for over charges to FUZEON cost of goods sold during the
period from 2003 to 2006. The credit appears in the calculation of collaboration income for the fourth quarter of 2007.



Cost of goods sold is dependent on many factors, which are outside of the Companys control, including plant utilization, staffing levels and
purchasing volumes. Therefore, we cannot accurately determine if future cost of goods sold as a percentage of net sales will increase, decrease or remain the same. We expect cost of goods sold to range between 37% and 40% of net sales for 2009.



Selling and marketing
expenses:    Selling and marketing expenses for the year ended December 31, 2008 were lower than those for the year ended December 31, 2007 as we exercised our rights under the Development and License Agreement
which prevents Roche from adopting a budget for the marketing of FUZEON above certain limits without the agreement of Trimeris. We believe that this impacted the total selling and marketing spend at Roche for 2008 when compared to 2007. We believe
that our selling and marketing expense in 2009 will be lower than 2008 as we have exercised again our rights under the Development and License Agreement which prevents Roche from adopting a budget for the marketing of FUZEON above certain limits
without the agreement of Trimeris.



Selling and marketing
expenses for the year ended December 31, 2007 were lower than those for the year ended December 31, 2006 as a result of efficiencies identified with Roche.



39



---

##### Table of Contents

Other costs:Other costs for the year ended December 31, 2008 were
comparable to the year ended December 31, 2007. Other costs primarily comprise general and administrative and distribution charges. Trimeris is responsible for 50% of these costs under the Development and License Agreement. We believe that
other costs for 2009 will be higher than 2008 as we incur greater costs in the defense of the patent infringement suit brought by Novartis Vaccines and Diagnostics, Inc.



Other costs for the year ended December 31, 2007 were comparable to the year ended December 31, 2006.



Costs exclusive to Trimeris:    Costs exclusive
to Trimeris for the years ended December 31, 2008, 2007 and 2006 comprise license fees for certain technology paid to a third party. Depending on the level of FUZEON sales in certain markets, we believe that other costs for 2009 will not exceed
the amount incurred in 2008.



Research and Development
Expenses



The table below presents our research and
development expense for the years ended December 31, 2008, 2007, and 2006.



|                                       |  |                          |       |                                |   |        |                                |   |        |  |   |        |   |  |   |        |  
|-------------------------------------- |  | ------------------------ | ----- | ------------------------------ | - | ------ | ------------------------------ | - | ------ |  | - | ------ | - |  | - | ------ | -
|                                       |  | Years ended December 31, |       | 2008 to 2007Increase(Decrease) |   |        | 2007 to 2006Increase(Decrease) |  
|                                       |  | 2008                     |       | 2007                           |   | 2006   |                                |  
|Total research and development expense |  | $                        | 5,118 |                                | $ | 12,883 |                                | $ | 18,333 |  | $ | (7,765 | ) |  | $ | (5,450 | )
|                                       |  |                          |       |                                |   |        |                                |   |        |  |   |        |   |  |   |        |  



Total research and
development expenses include:



| |  |  | Development expenses for FUZEON, which we share equally with Roche; and
| | - |  | -----------------------------------------------------------------------



| |  |  | Research expenses for the preclinical development of the NGFIs, which we shared equally with Roche in 2006 and through March 13, 2007, the date of the signing
of the agreement with Roche whereby all rights, joint patents and other intellectual property rights to the NGFI peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to the Company. After
March 13, 2007, these expenses became the sole responsibility of the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Total research and development expense:    Total research and development expense decreased for the year ended
December 31, 2008, compared to the year ended December 31, 2007, primarily as a result of:



| |  |  | decreased employee costs as a result of reduced headcountafter July 1, 2008, we did not staff any research and development functions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decreased facilities costs as we no longer allocated facilities charges to research and development after July 1, 2008;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | decreased costs for the development of our next generation fusion inhibitor peptide TRI-1144, which was concluded in the last half of 2008; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | offset, in part, by increased costs associated with patents. In the fourth quarter of 2008, we wrote off all patents related to T-1249.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



Total research and development expense
decreased for the year ended December 31, 2007, compared to the year ended December 31, 2006, primarily as a result of:



| |  |  | decreased employee costs as a result of reduced headcount;
| | - |  | ----------------------------------------------------------



| |  |  | decreased expenses related to our employee share-based compensation;
| | - |  | --------------------------------------------------------------------



| |  |  | decreased costs associated with ongoing post marketing commitments with the FDA for FUZEON; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | offset, in part, by increased costs for the development of our next generation fusion inhibitor peptide TRI-1144 and increased severance costs related to the
reductions in workforce during 2007 for which we recorded an expense of $1.7 million in 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



---

##### Table of Contents

Total research personnel were 0, 10 and 46 at December 31, 2008, 2007 and 2006, respectively. We
expect research and development expenses, net of the reimbursements for FUZEON, to be lower in 2009, as compared to 2008. We believe that research and development expenses will be primarily related to the ongoing post marketing commitments for
FUZEON with the FDA.



General and Administrative Expenses



The table below presents our general and
administrative expense for the years ended December 31, 2008, 2007 and 2006.



|                                         |  |                          |       |                                |   |        |                                |   |        |  |   |        |   |  |   |        |  
|---------------------------------------- |  | ------------------------ | ----- | ------------------------------ | - | ------ | ------------------------------ | - | ------ |  | - | ------ | - |  | - | ------ | -
|                                         |  | Years ended December 31, |       | 2008 to 2007Increase(Decrease) |   |        | 2007 to 2006Increase(Decrease) |  
|                                         |  | 2008                     |       | 2007                           |   | 2006   |                                |  
|Total general and administrative expense |  | $                        | 7,712 |                                | $ | 11,100 |                                | $ | 12,453 |  | $ | (3,388 | ) |  | $ | (1,353 | )
|                                         |  |                          |       |                                |   |        |                                |   |        |  |   |        |   |  |   |        |  



Total general and
administrative expense:    Total general and administrative expense decreased for the year ended December 31, 2008 compared to the year ended December 31, 2007, primarily as a result of:



| |  |  | decreased employee costs as a result of reduced headcount;
| | - |  | ----------------------------------------------------------



| |  |  | decreased consulting costs as we are no longer using the services of Hickey and Hill, LLC; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | offset, in part, by costs associated with the shut down of the corporate offices and research facility. As a result of this shut-down, the Company recorded a
liability and non-cash expense of $913,000 based on the remaining rental payments reduced by estimated sublease rental income.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Total general and administrative expense decreased for the year ended December 31, 2007 compared to the year ended December 31, 2006, primarily
as a result of:



| |  |  | decreased employee costs as a result of reduced headcount;
| | - |  | ----------------------------------------------------------



| |  |  | decreased expenses related to our employee share-based compensation; and
| | - |  | ------------------------------------------------------------------------



| |  |  | offset, in part, by increased severance costs related to the reductions in workforce during 2007 for which we recorded an expense of $4.2 million in 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



Total general and administrative employees
were 4, 11 and 26 at December 31, 2008, 2007 and 2006, respectively. We expect general and administrative expenses to decrease in 2009, when compared to 2008, as a result our decreased general and administrative headcount, lease expenses and
overall reduction in general and administrative expenses.



Loss/(Gain) on Disposal of Equipment:    The table below presents the loss/(gain) on the disposal of equipment for the years ended December 31, 2008, 2007 and 2006.



|                                     |  |                          |     |      |                                |     |                                |  |    |   |  |     |  |     |  
|------------------------------------ |  | ------------------------ | --- | ---- | ------------------------------ | --- | ------------------------------ |  | -- | - |  | --- |  | --- | -
|                                     |  | Years ended December 31, |     |      | 2008 to 2007Increase(Decrease) |     | 2007 to 2006Increase(Decrease) | 
|                                     |  | 2008                     |     | 2007 |                                |     | 2006                           |  |    |  
|                                     |  | (in thousands)           |    
|Loss/(gain) on disposal of equipment |  | $                        | 461 |      | $                              | (24 | )                              |  | (7 | ) |  | 485 |  | (17 | )
|                                     |  |                          |     |      |                                |     |                                |  |    |   |  |     |  |     |  



The loss on disposal
of equipment for 2008 is due to the Company writing off all remaining property, furniture or equipment due to relocating its corporate office and shutting down the previous facility.



Other Income (Expense)



The table below presents our other income (expense) for the years ended December 31, 2008, 2007, and 2006.



|                    |      |                          |        |      |                                |   |       |                                |  |   |       |   |  |   |        |   |  |   |      
|------------------- | ---- | ------------------------ | ------ | ---- | ------------------------------ | - | ----- | ------------------------------ |  | - | ----- | - |  | - | ------ | - |  | - | -----
|                    |      | Years ended December 31, |        |      | 2008 to 2007Increase(Decrease) |   |       | 2007 to 2006Increase(Decrease)
|                    | 2008 |                          |        | 2007 |                                |   | 2006  |                                |  |  
|Interest income     |      | $                        | 2,063  |      |                                | $ | 3,010 |                                |  | $ | 1,987 |   |  | $ | (947   | ) |  | $ | 1,023
|Loss on investments |      |                          | (1,347 | )    |                                |   |      |                                |  |   |      |   |  |   | (1,347 | ) |  |   |     
|Interest expense    |      |                          | (348   | )    |                                |   | (635  | )                              |  |   | (781  | ) |  |   | 287    |   |  |   | 146  
|                    |      |                          |        |      |                                |   |       |                                |  |   |       |   |  |   |        |   |  |   |      
|Total other income  |      | $                        | 368    |      |                                | $ | 2,375 |                                |  | $ | 1,206 |   |  | $ | (2,007 | ) |  | $ | 1,169
|                    |      |                          |        |      |                                |   |       |                                |  |   |       |   |  |   |        |   |  |   |      



41



---

##### Table of Contents

Other income (expense) consists of interest income, loss on investments and interest expense. Interest
income decreased for the year ended December 31, 2008, compared to the year ended December 31, 2007, primarily due to the interest rate environment and lower cash balances as a result of the special cash dividends paid during 2008.
Interest income increased for the year ended December 31, 2007, compared to the year ended December 31, 2006, as our average cash balance during 2007 was higher than 2006. We expect that interest income will decrease in 2009 compared to
2008 as we are entering 2009 with a lower cash balance compared to the beginning of 2008.



Loss on investments for the year ended December 31, 2008 relates to our investment in money market funds in Bank of America Corporations Columbia Strategic Cash Portfolio (the Fund). In
December 2007, Columbia Management Group, LLC, the Funds manager, determined that the assets of the Fund had declined in fair value and the Fund would no longer seek to maintain a net asset value (NAV) of one dollar per share.
As a result, the Funds NAV began to fluctuate based on changes in the market values of the assets owned by the Fund. The Fund ceased accepting orders for new shares and began an orderly liquidation of Fund assets for distribution to its
shareholders. At December 31, 2008, the Funds NAV was $0.8266 per share and the Companys investment was $3.4 million compared to the Funds NAV at December 31, 2007 of $0.9874 per share and the Companys investment of
$16.2 million. During 2008, the Company received $12.8 million of proceeds from liquidating its position in this Fund.



Interest expense relates to the accretion of the excess marketing expenses recorded on the balance sheets as Accrued marketing costs. Our
actual cash contribution to certain selling and marketing expenses for FUZEON in 2004 was limited, even though Roche spent significantly more on these expenses. If certain cumulative levels of sales for FUZEON in the United States and Canada are
achieved, our share of any additional expenses incurred by Roche during 2004 will be payable to Roche beginning at a future date over several years from that future date. We are increasing the liability over time to the expected payment amount.
During the fourth quarter of 2008, the Company revised the estimated date that payments will begin from 2017 to 2022. As a result, we will accrete the marketing debt over a longer period of time resulting in lower interest expense in any particular
period. In 2008, 2007 and 2006 we increased this liability by $348,000, $635,000 and $781,000, respectively, for accretion of interest. The total liability of $18.3 million at December 31, 2008 is reflected on our balance sheet under the
caption Accrued marketing costs.



Income Tax Provision



During the year ended December 31, 2008, the Company
recorded a current income tax provision of $187,000. The expense was due primarily to the current tax expense caused by the Alternative Minimum Tax (AMT). A full valuation allowance was recognized related to the benefit of the AMT
credit. A deferred tax benefit of $506,000 was recorded related to the partial release of the valuation allowance related to Net Operating Loss (NOL) carryovers.



Net Operating Loss Carryovers



The Tax Reform Act of 1986 contains provisions, which limit the ability to utilize net operating loss carryforwards and tax
credit carryforwards in the case of certain events including significant changes in ownership interests. If the Companys NOLs and/or tax credits are limited, and the Company has taxable income, which exceeds the permissible yearly NOL, the
Company would incur a federal income and/or state tax liability even though NOLs would be available in future years.



At December 31, 2008, the Company has NOLs for federal tax purposes of approximately $302.4 million, which expire in varying amounts between 2018 and
2025. Of the $302.4 million of available federal NOLs, the usage is limited to $457,000 per year until 2025 by the rules and regulations under IRC Section 382. The Company has state net economic losses of approximately $257.6 million, which
expire in varying amounts between 2009 and 2020. The Company has research and development credits of $9.1 million, which expire in varying amounts between 2013 and 2026. The Company has AMT credit carryforwards of approximately $800,000 which are
available to reduce regular Federal income taxes, if any, over an indefinite period. The utilization of the research and development credits and the AMT credit carryforwards are limited by the rules and regulations under IRC Sections 382 and 383.



During the year ended December 31, 2007, the Company
recorded an income tax provision of $376,000. The expense was due primarily to the current tax expense caused by the AMT. A full valuation allowance was recognized related to the benefit of the AMT credit.



42



---

##### Table of Contents

During the year ended December 31, 2006, the Company recorded an income tax provision of $275,000.
The expense was due primarily to the current tax expense caused by the AMT. A full valuation allowance was recognized related to the benefit of the AMT credit.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements other than the operating lease for our property.



Critical Accounting Policies



We believe the following accounting policies are the most critical to our
financial statements. We believe they are important to the presentation of our financial condition and results from operations, and require the highest degree of management judgment to make the estimates necessary to ensure their fair presentation.
Actual results could differ from those estimates.



Revenue
Recognition under Staff Accounting Bulletin No. 104



Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition summarizes the SECs views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 104
establishes the SECs view that it is not appropriate to recognize revenue until all of the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the sellers
price to the buyer is fixed or determinable; and collectability is reasonably assured. Further, SAB No. 104 requires that both title and the risks and rewards of ownership be transferred to the buyer before revenue can be recognized. We believe
that our revenue recognition policies as described below are in compliance with SAB No. 104.



Milestone Revenue and Deferred RevenueRoche



SAB No. 104 provides guidance that it is appropriate to recognize revenue related to license and milestone payments over the research and development
term of a collaboration agreement. As of the first quarter of 2007, all remaining milestones are being amortized over the patent term associated with these milestones. Prior to the first quarter of 2007, the primary estimates we made in connection
with the application of this policy were the length of the period of the research and development under our Development and License Agreement with Roche and the estimated commercial life of FUZEON.



On March 13, 2007, the Company entered into an agreement with Roche that
amended the terms of the Research Agreement whereby all rights, joint patents and other intellectual property rights to the NGFI peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to Trimeris.
As a result of this agreement, the Company accelerated revenue for those milestone payments being amortized over the length of the research and development period of the NGFI peptides because our period of joint development had ended. The
acceleration of these milestone payments resulted in $8.7 million of additional milestone revenue being recognized during the three months ended March 31, 2007.



Collaboration Income (Loss)



Product sales of FUZEON began in the United States on March 27, 2003 and are recorded by Roche. Under the Development and License Agreement with
Roche, the Company shares profits equally from the sale of FUZEON in the United States and Canada with Roche, which is reported as collaboration income (loss) in the statements of operations as a component of revenue. Collaboration income (loss) is
calculated as follows: Total gross sales of FUZEON in the United States and Canada is reduced by any estimated discounts, rebates or returns resulting in total net sales. Net sales are reduced by costs of goods sold resulting in gross margin. Gross
profit is reduced by selling and marketing expenses and other costs related to the sale of FUZEON, resulting in operating income or loss. The Companys share of the operating income or loss is reported as collaboration income or loss as a
component of revenue. Revenue is recognized when Roche ships drug and title and risk of loss passes to wholesalers. Roche prepares its estimates for sales returns and allowances, discounts and rebates based primarily on its historical experience
with FUZEON and other anti-HIV drugs and its estimates of the payor mix for FUZEON, updated for changes in facts and circumstances on a quarterly basis. If actual results differ from these estimates, these estimates will be adjusted which could have
an effect on results from operations in the period of adjustment.



43



---

##### Table of Contents

We recognize 50% of the total collaboration gross profit/loss which includes estimates made by and
recorded by Roche for reductions to gross sales for expected returns of expired products, government rebate programs, such as Medicaid reimbursements, and customer incentives, such as cash discounts for prompt payment. Estimates for government
rebate programs and cash discounts are determined by Roche based on contractual terms, historical information from Roches anti-HIV drug portfolio, and Roches expectations regarding future utilization rates for these programs. Estimates
for product returns are based on an on-going analysis of industry return patterns and historical return patterns by Roche for its anti-HIV drug portfolio. This includes the purchase of third-party data by Roche to assist Roche and us in monitoring
channel inventory levels and subsequent prescriptions for FUZEON. We also monitor the activities and clinical trials of our key competitors and assess the potential impact on future FUZEON sales and return expectations where necessary. Expected
returns for FUZEON are generally low as FUZEON has a high WAC compared to other anti-HIV drugs, and requires significantly more storage space than other anti-HIV drugs due to the size of a monthly kit because FUZEON requires twice daily injections.
Consequently wholesalers tend to stock only the necessary volumes of FUZEON inventory. We believe that, on average, wholesalers hold approximately 25 days of inventory of FUZEON that has been sold by Roche to wholesalers, but not yet purchased by
patients. The current shelf life of FUZEON is 36 months. Roche reviews the estimates discussed above on a quarterly basis and revises estimates as appropriate for changes in facts or circumstances. These estimates reduce our share of collaboration
income or loss under our Development and License Agreement.



In
the fourth quarter of 2007, we entered into discussions with Roche related to the models used to calculate cost of goods sold for FUZEON. During the course of the discussions, we and Roche concluded that the models being used resulted in an
overestimate in the costs of goods sold being charged to the collaboration. As a result, the collaboration received a credit of approximately $10.9 million, of which Trimeris share was approximately $5.5 million, for over charges to FUZEON
cost of goods sold during the period from 2003 to 2006. The credit appears in the calculation of collaboration income for the fourth quarter of 2007.



Cost of goods sold is dependent on many factors, which are outside of the Companys control, including plant utilization, staffing levels and
purchasing volumes. Therefore, we cannot accurately determine if future cost of goods sold as a percentage of net sales will increase, decrease or remain the same.



Calculation of Compensation Costs for Stock Options Granted to Employees



In December 2004, SFAS No. 123 (revised), Share-Based
Payment, was issued. SFAS No. 123 (revised) requires that the cost resulting from all share-based payment transactions be recognized as a charge in the financial statements. This statement establishes fair value as the measurement
objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee
share ownership plans. The primary estimate we make in connection with the calculation of this expense is the forfeiture rate of those options granted. The future volatility of our stock price and the term of those options granted are estimates used
in calculating the value of the stock options in the Black-Scholes option-pricing model. We first segment the optionee population into like pools. For each pool we then estimate the future volatility based on the historical volatilities. A higher
volatility would result in greater compensation costs, and a lower volatility would result in lower compensation costs for these stock options. For each pool we also estimate the forfeiture rate based on historical forfeiture rates. A higher
forfeiture rate would result in less compensation costs, and a lower forfeiture rate would result in higher compensation costs. Additional, for each pool we estimate the term of the options. A longer term would result in greater compensation costs,
and a shorter term would result in lower compensation costs for these stock options.



Capitalization of Patent Costs



The costs of patents are capitalized and are amortized using the straight-line method over the estimated remaining lives of the patents, either 17 years from the date the patent is granted or 20 years from the initial filing of the patent,
depending on the patent. These costs are primarily legal fees and filing fees related to the prosecution of patent filings. We perform a continuous evaluation of the carrying value and remaining amortization periods of these costs. In the event
future expected benefit to be derived from any patents are less than their carrying value, the related costs would be expensed at that time. During the fourth quarter of 2008, the Company determined that all patents related to T-1249 should be
written off. The amount of the write-off was approximately $1.2 million and is included in research and development expense.



44



---

##### Table of Contents

Accrued Marketing Costs



In 2004, we reached an agreement with Roche whereby our actual cash contribution to certain selling and marketing expenses
for FUZEON in 2004 was limited to approximately $11.2 million, even though Roche spent significantly more on these expenses. If certain cumulative levels of sales for FUZEON in the United States and Canada are achieved, our share of any additional
expenses incurred by Roche during 2004 will be payable to Roche beginning at a future date over several years from that future date. During the fourth quarter of 2008, the Company revised its estimate of the date that payments will begin from 2017
to 2022. During the year ended December 31, 2004, we reached our $11.2 million limitation for the year. We recorded an expense, and associated liability, of approximately $15.6 million as part of collaboration loss during the year ended
December 31, 2004. This represented the net present value of our estimated share of the additional expenses, discounted at a risk free interest rate from the expected payment date based on achievement of the sales milestones in the agreement.
We are increasing the liability over time to the expected payment amount. In 2008, 2007 and 2006 we increased this liability by $348,000, $635,000 and $781,000, respectively, for accretion of interest. The total liability of $18.3 million at
December 31, 2008 is reflected on our balance sheet under the caption Accrued marketing costs.



Advanced PaymentRoche



We are making advance payments to Roche for our share of the cost of the capital improvements made at Roches Boulder manufacturing facility where
FUZEON drug substance is produced. In 2005, we reached an agreement with Roche whereby we will pay Roche for our share of the capital invested in Roches manufacturing facility over a seven-year period. Under the terms of the agreement, our
contribution to the capital improvements made at the Boulder manufacturing facility will be reviewed on an annual basis using sales data from the previous four quarters. During the first quarter of 2008, the Company and Roche reviewed the
appropriate sales data resulting in a change to our share of the capital investment from approximately $12.8 million to approximately $12.1 million. At December 31, 2008, we have capitalized costs of $11.5 million, and expect to pay
approximately $285,000 per quarter through June 2009. This amount, net of charges to cost of goods sold as the related inventory is sold, is recorded as an asset on our balance sheets under the caption Advanced paymentRoche. In the
event our Development and License Agreement is terminated, we would not be obligated for any unpaid amounts for capital investment.



Income Taxes



We account for income taxes under the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes(SFAS No. 109). Deferred tax assets and liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in
tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax
assets will not be realized.



We adopted the provisions of FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109(FIN No. 48) on January 1, 2007. This interpretation clarifies the accounting for uncertainty
in income taxes recognized in an entitys financial statements in accordance with SFAS No. 109. FIN No. 48 prescribes a recognition threshold and measurement principles for the financial statement recognition and measurement
of tax positions taken or expected to be taken on a tax return. Under FIN No. 48, the impact of an uncertain income tax position on an income tax return must be recognized at the largest amount that is more likely than not to be sustained
upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN No. 48 provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosures and transition requirements.



In the ordinary course of business, there may be many transactions and calculations where the ultimate tax outcome is uncertain. This includes our
determination that we are subject to the limitations of Internal Revenue Code Section 382 beginning in 2008. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws. Although we believe the
estimates made in connection with calculations are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the income tax provisions and accruals.



45



---

##### Table of Contents

As part of our financial reporting process, we must assess the likelihood that our deferred tax assets
can be recovered. Unless recovery is more likely than not, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to be ultimately recoverable. In this
process, certain relevant criteria are evaluated including the existence of deferred tax liabilities that can be used to absorb deferred tax assets and taxable income in future years. Our judgment regarding future taxable income may change due to
future market conditions, changes in U.S. tax laws and other factors. These changes, if any, may require material adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period when such
determinations are made.



Recently Issued Accounting Pronouncements



In November 2007, the Financial Accounting Standards Board
(FASB) Emerging Issues Task Force approved Issue No. 07-1 Accounting for Collaborative Arrangements The objective of this Issue is to define collaborative arrangements and to establish reporting requirements for
transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. This issue is effective for fiscal years beginning after December 15, 2008 and is applied retroactively to
collaboration agreements existing as of January 1, 2009. We are currently assessing the impact of this Issue on our financial statements.



In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141 (R)). SFAS No. 141 (R) replaces
SFAS No. 141, Business Combinations (SFAS No. 141), and establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (R) is effective for business combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008 and earlier adoption is prohibited.



Corporate Code of Ethics



We have a code of ethics for our employees and officers. This document is available on our website at the following address: http://www.trimeris.com/downloads/codeofethics.pdf.



ITEM 7A.    QUANTITATIVE AND QUALITATIVE
DISCLOSURE OF MARKET RISK



Our exposure to market risk is
primarily in our investment portfolio. We do not use derivative financial instruments for speculative or trading purposes. Substantially all of our contracts are denominated in U.S. dollars; therefore, we have no material foreign currency risk. We
have an investment policy that sets minimum credit quality standards for our investments. The policy also limits the amount of money we can invest in any one issue, issuer or type of instrument.



Fair value is based on actively quoted market prices and other observable
inputs. Our investments are generally most vulnerable to changes in short-term interest rates in the United States. We believe that the risk of material loss of principal due to changes in interest rates is minimal.



Investment securities, which consist of corporate bonds, Euro-dollar bonds,
certificates of deposit, and medium and short-term notes, are classified as available-for-sale, and are reported at fair value based on quoted market prices and other observable inputs. The cost of securities sold is determined using the specific
identification method when computing realized gains and losses. Unrealized gains and losses are included as a component of stockholders equity until realized.



In accordance with its investment policy, the Company limits the amount of credit exposure with any one issuer and the
investments are generally not collateralized.



46



---

##### Table of Contents

Our exposure to credit risk relates primarily to a component of investment securities involving an
investment of approximately $3.4 million and $16.2 million at December 31, 2008 and 2007, respectively, in Bank of America Corporations Columbia Strategic Cash Portfolio (the Fund). In December 2007, Columbia Management
Group, LLC, the Funds manager, determined that the assets of the Fund had declined in fair value and the Fund would no longer seek to maintain a net asset value (NAV) of one dollar per share. As a result, the Funds NAV began
to fluctuate based on changes in the market values of the assets owned by the Fund. The Fund ceased accepting orders for new shares and began an orderly liquidation of Fund assets for distribution to its shareholders. At December 31, 2008, the
Funds NAV was $0.8266 per share. For the year ended December 31, 2008, we recorded a loss in the amount of $1.3 million. If the current credit environment continues to deteriorate, our investment in the Columbia Strategic Cash Portfolio
could suffer additional losses, which would adversely impact our financial results.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The information required by Item 8 is included in Item 15 of this Annual Report on Form 10-K.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



There have been no changes in or disagreements with the Companys independent registered public accounting firm, KPMG
LLP.



ITEM 9A.    CONTROLS
AND PROCEDURES



Evaluation of Disclosure Controls and
Procedures.    We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible disclosure controls
and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.



Based on their evaluation of
the disclosure controls and procedures as of December 31, 2008, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance
level.



Managements Report on Internal Control over
Financial Reporting.    Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2008. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on this assessment, management concluded that, as
of December 31, 2008, our internal control over financial reporting is effective based on those criteria.



47



---

##### Table of Contents

Our internal control over financial reporting as of December 31, 2008 has been audited by KPMG LLP,
an independent registered public accounting firm, as stated in its report which appears on page F-1 of this Annual Report on Form 10-K. KPMG LLP has also audited the financial statements of the Company, as stated in its report which appears on page
F-2 of this Annual Report on Form 10-K.



Changes in Internal
Control over Financial Reporting.    There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2008 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.



48



---

##### Table of Contents

PART III



|ITEM 10.    DIRECTORS, | EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|---------------------- | -------------------------------------------



The information required by Item 10 is incorporated by reference from the Companys Proxy Statement to be filed by the Company with the SEC
within 120 days after the end of the fiscal year.



|ITEM 11.    EXECUTIVE | COMPENSATION
|--------------------- | ------------



The information required by Item 11 is incorporated by reference from the Companys Proxy Statement to be filed by the Company with the SEC
within 120 days after the end of the fiscal year.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The information required by Item 12 is incorporated by reference from the Companys Proxy Statement to be filed by
the Company with the SEC within 120 days after the end of the fiscal year.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------



The information required by Item 13 is incorporated by reference from the Companys Proxy Statement to be filed by
the Company with the SEC within 120 days after the end of the fiscal year.



|ITEM 14.    PRINCIPAL | ACCOUNTANT FEES AND SERVICES
|--------------------- | ----------------------------



The information required by Item 14 as to principal accounting fees and services is incorporated by reference from the Companys Proxy Statement
to be filed by the Company with the SEC within 120 days after the end of the fiscal year.



49



---

##### Table of Contents

PART IV



|ITEM 15.    EXHIBITS | AND FINANCIAL STATEMENT SCHEDULES
|-------------------- | ---------------------------------



The following documents are filed as part of this report:



|      |  |                                                                                         |  |            
|----- |  | --------------------------------------------------------------------------------------- |  | -----------
|      |  |                                                                                         |  | Page Number
|      |  |                                                                                        
|(a)1. |  | Financial Statements                                                                    |  |            
|      |  |                                                                                        
|      |  | Reports of Independent Registered Public Accounting Firm                                |  | F-1        
|      |  |                                                                                        
|      |  | Balance Sheets as of December 31, 2008 and 2007                                         |  | F-3        
|      |  |                                                                                        
|      |  | Statements of Operations for the Years Ended December 31, 2008, 2007 and 2006           |  | F-4        
|      |  |                                                                                        
|      |  | Statements of Stockholders Equity for the Years Ended December 31, 2008, 2007 and 2006 |  | F-5        
|      |  |                                                                                        
|      |  | Statements of Cash Flows for the Years Ended December 31 2008, 2007 and 2006            |  | F-6        
|      |  |                                                                                        
|      |  | Notes to Financial Statements                                                           |  | F-7        



(a)2.    Financial
Statement Schedules



All financial statement schedules
required under Regulation S-X are omitted, as the required information is not applicable.



(a)3.    Exhibits



The Exhibits filed as part of this Form 10-K are listed on the Exhibit Index immediately preceding such Exhibits and are incorporated by reference. The Company has identified in the Exhibit Index each management contract and compensation
plan or arrangement filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(b) of Form 10-K.



50



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

Trimeris, Inc.:



We have audited Trimeris, Inc.s (the Companys) internal control over financial reporting as of December 31, 2008, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Companys management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.



A companys internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of Trimeris, Inc. as of
December 31, 2008 and 2007, and the related statements of operations, stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated March 12, 2009 expressed an
unqualified opinion on those financial statements.



KPMG LLP

Raleigh, North Carolina

March 12, 2009



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

Trimeris, Inc.:



We have audited the accompanying balance sheets of Trimeris, Inc. (the Company) as of December 31, 2008 and 2007, and the related statements of operations,
stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2008. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trimeris, Inc. as of December 31, 2008
and 2007, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.



As discussed in Note 1 to the financial statements, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, as of January 1, 2006. As discussed in Note 8 to the financial statements, the Company adopted the recognition and disclosure provisions of Statement of
Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R), as of December 31, 2006.



We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Companys internal control over financial reporting as of December 31, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated March 12, 2009 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.



KPMG LLP

Raleigh, North Carolina

March 12, 2009



F-2



---

##### Table of Contents

TRIMERIS, INC.



BALANCE SHEETS

(in thousands, except per share amounts)



|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                |  | December 31,2008 |          |   | December 31,2007 |  
|Assets                                                                                                                                                          |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                       |  | $                | 14,389   |   |                  | $ | 32,702   |  
|Investment securities available-for-sale                                                                                                                        |  |                  | 14,361   |   |                  |   | 35,123   |  
|Accounts receivableRoche                                                                                                                                       |  |                  | 2,840    |   |                  |   | 12,240   |  
|Other receivables                                                                                                                                               |  |                  | 36       |   |                  |   | 60       |  
|Prepaid expenses                                                                                                                                                |  |                  | 458      |   |                  |   | 679      |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                            |  |                  | 32,084   |   |                  |   | 80,804   |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Property, furniture and equipment, net of accumulated depreciation and amortization of $0 and $11,842 at December 31, 2008 and 2007,
respectively               |  |                  |         |   |                  |   | 1,644    |  
|Long-term investment securities available-for-sale                                                                                                              |  |                  | 2,827    |   |                  |   | 1,767    |  
|Other assets:                                                                                                                                                   |  |                  |          |   |                  |   |          |  
|Patent costs, net of accumulated amortization of $828 and $604 at December 31, 2008 and 2007, respectively                                                      |  |                  | 1,750    |   |                  |   | 2,724    |  
|Advanced paymentRoche                                                                                                                                          |  |                  | 6,706    |   |                  |   | 6,812    |  
|Deposits and other assets                                                                                                                                       |  |                  | 339      |   |                  |   | 370      |  
|Deferred tax asset                                                                                                                                              |  |                  | 506      |   |                  |   |         |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total other assets                                                                                                                                              |  |                  | 9,301    |   |                  |   | 9,906    |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                                    |  | $                | 44,212   |   |                  | $ | 94,121   |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Liabilities and Stockholders Equity                                                                                                                            |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                            |  |                  |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                |  | $                | 325      |   |                  | $ | 917      |  
|Accrued compensationshort-term                                                                                                                                 |  |                  | 910      |   |                  |   | 4,804    |  
|Deferred revenueRoche                                                                                                                                          |  |                  | 265      |   |                  |   | 265      |  
|Accrued expenses                                                                                                                                                |  |                  | 2,041    |   |                  |   | 453      |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                       |  |                  | 3,541    |   |                  |   | 6,439    |  
|Deferred revenueRoche                                                                                                                                          |  |                  | 1,304    |   |                  |   | 1,569    |  
|Accrued marketing costs                                                                                                                                         |  |                  | 18,271   |   |                  |   | 17,923   |  
|Accrued compensationlong-term                                                                                                                                  |  |                  | 74       |   |                  |   | 150      |  
|Other liabilities                                                                                                                                               |  |                  |         |   |                  |   | 718      |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total liabilities                                                                                                                                               |  |                  | 23,190   |   |                  |   | 26,799   |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                           |  |                  |          |   |                  |   |          |  
|Preferred stock at $.001 par value per share, 10,000 shares authorized, zero shares issued and outstanding                                                      |  |                  |         |   |                  |   |         |  
|Common stock at $.001 par value per share, 60,000 shares authorized 22,300 and 22,222 shares issued and outstanding at December 31, 2008
and 2007, respectively |  |                  | 22       |   |                  |   | 22       |  
|Additional paid-in capital                                                                                                                                      |  |                  | 356,600  |   |                  |   | 410,937  |  
|Accumulated deficit                                                                                                                                             |  |                  | (335,652 | ) |                  |   | (343,661 | )
|Accumulated other comprehensive income                                                                                                                          |  |                  | 52       |   |                  |   | 24       |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                      |  |                  | 21,022   |   |                  |   | 67,322   |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                      |  | $                | 44,212   |   |                  | $ | 94,121   |  
|                                                                                                                                                                |  |                  |          |   |                  |   |          |  



See accompanying notes
to financial statements.



F-3



---

##### Table of Contents

TRIMERIS, INC.



STATEMENTS OF OPERATIONS

(in thousands, except per share data)



|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|--------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                            |  | For the Years Ended December 31, |       
|                                                                            |  | 2008                             |        |   | 2007 |   |        | 2006 | 
|Revenue:                                                                    |  |                                  |        |   |      |   |        |      |  |   |        |  
|Milestone revenue                                                           |  | $                                | 265    |   |      | $ | 9,435  |      |  | $ | 3,430  |  
|Royalty revenue                                                             |  |                                  | 11,354 |   |      |   | 15,727 |      |  |   | 11,812 |  
|Collaboration income                                                        |  |                                  | 8,994  |   |      |   | 24,223 |      |  |   | 21,738 |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Total revenue and collaboration income                                      |  |                                  | 20,613 |   |      |   | 49,385 |      |  |   | 36,980 |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Operating expenses:                                                         |  |                                  |        |   |      |   |        |      |  |   |        |  
|Research and development expense                                            |  |                                  | 5,118  |   |      |   | 12,883 |      |  |   | 18,333 |  
|General and administrative expense                                          |  |                                  | 7,712  |   |      |   | 11,100 |      |  |   | 12,453 |  
|Loss/(gain) on disposal of equipment                                        |  |                                  | 461    |   |      |   | (24    | )    |  |   | (7     | )
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Total operating expenses                                                    |  |                                  | 13,291 |   |      |   | 23,959 |      |  |   | 30,779 |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Operating income                                                            |  |                                  | 7,322  |   |      |   | 25,426 |      |  |   | 6,201  |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Other income (expense):                                                     |  |                                  |        |   |      |   |        |      |  |   |        |  
|Interest income                                                             |  |                                  | 2,063  |   |      |   | 3,010  |      |  |   | 1,987  |  
|Loss on investments                                                         |  |                                  | (1,347 | ) |      |   |       |      |  |   |       |  
|Interest expense                                                            |  |                                  | (348   | ) |      |   | (635   | )    |  |   | (781   | )
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Total other income                                                          |  |                                  | 368    |   |      |   | 2,375  |      |  |   | 1,206  |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Income before taxes and cumulative effect of change in accounting principle |  |                                  | 7,690  |   |      |   | 27,801 |      |  |   | 7,407  |  
|Income tax (benefit) provision                                              |  |                                  | (319   | ) |      |   | 376    |      |  |   | 275    |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Income before cumulative effect of change in accounting principle           |  |                                  | 8,009  |   |      |   | 27,425 |      |  |   | 7,132  |  
|Cumulative effect of change in accounting principle                         |  |                                  |       |   |      |   |       |      |  |   | 252    |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Net income                                                                  |  | $                                | 8,009  |   |      | $ | 27,425 |      |  | $ | 7,384  |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Basic net income per share before cumulative effect of accounting change    |  | $                                | 0.36   |   |      | $ | 1.24   |      |  | $ | 0.33   |  
|Accounting change                                                           |  |                                  |       |   |      |   |       |      |  |   | 0.01   |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Basic net income per share                                                  |  | $                                | 0.36   |   |      | $ | 1.24   |      |  | $ | 0.34   |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Diluted net income per share before cumulative effect of accounting change  |  | $                                | 0.36   |   |      | $ | 1.24   |      |  | $ | 0.33   |  
|Accounting change                                                           |  |                                  |       |   |      |   |       |      |  |   | 0.01   |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Diluted net income per share                                                |  | $                                | 0.36   |   |      | $ | 1.24   |      |  | $ | 0.34   |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Weighted average shares used in basic per share computations                |  |                                  | 22,182 |   |      |   | 22,065 |      |  |   | 21,895 |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  
|Weighted average shares used in diluted per share computations              |  |                                  | 22,271 |   |      |   | 22,085 |      |  |   | 22,005 |  
|                                                                            |  |                                  |        |   |      |   |        |      |  |   |        |  



See accompanying notes
to financial statements.



F-4



---

##### Table of Contents

TRIMERIS, INC.



STATEMENTS OF STOCKHOLDERS EQUITY

For the Years Ended December 31, 2008, 2007, and 2006

(in thousands)



|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|---------------------------------------------------- | --------------- | ------------ | - | ------------------------ | - | -- | ------------------ | - | ------- | -------------------- |  | - | ------------------------------------------ | - |  | ------------------------ | ------ | - |  | - | ---- | - |  | - | ------- | -
|                                                     |                 | Common Stock |   | AdditionalPaid-inCapital |   |    | AccumulatedDeficit |   |         | DeferredCompensation |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | TotalStockholdersEquity |       
|                                                     | Number ofShares |              |   | ParValue                 |   |    |                    |   |        
|Balance as of December 31, 2005                      |                 | 22,057       |   |                          | $ | 22 |                    | $ | 404,293 |                      |  | $ | (378,470                                   | ) |  | $                        | (1,462 | ) |  | $ | (10  | ) |  | $ | 24,373  |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Net income                                           |                 |             |   |                          |   |   |                    |   |        |                      |  |   | 7,384                                      |   |  |                          |       |   |  |   |     |   |  |   | 7,384   |  
|Unrealized loss on available-for-sale securities     |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   | (3   | ) |  |   | (3      | )
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Comprehensive income for period                      |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 7,381   |  
|Cumulative effect of change in accounting principle  |                 |             |   |                          |   |   |                    |   | (252    | )                    |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | (252    | )
|Adoption of SFAS 158 for postretirement benefits     |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   | (6   | ) |  |   | (6      | )
|Exercise of stock options                            |                 | 47           |   |                          |   |   |                    |   | 280     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 280     |  
|Issuance of stock for 401(K) match                   |                 | 59           |   |                          |   |   |                    |   | 745     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 745     |  
|Issuance of stock under Employee Stock Purchase Plan |                 | 21           |   |                          |   |   |                    |   | 188     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 188     |  
|Non-employee stock compensation expense              |                 |             |   |                          |   |   |                    |   | 83      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 83      |  
|Employee stock option expense                        |                 |             |   |                          |   |   |                    |   | 4,300   |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 4,300   |  
|Employee Stock Purchase Plan expense                 |                 |             |   |                          |   |   |                    |   | 88      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 88      |  
|Reversal of deferred compensation under SFAS 123R    |                 |             |   |                          |   |   |                    |   | (1,462  | )                    |  |   |                                           |   |  |                          | 1,462  |   |  |   |     |   |  |   |        |  
|Restricted stock forfeited                           |                 | (52          | ) |                          |   |   |                    |   |         |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   |        |  
|Restricted stock amortization                        |                 |             |   |                          |   |   |                    |   | 592     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 592     |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Balance as of December 31, 2006                      |                 | 22,132       |   |                          | $ | 22 |                    | $ | 408,855 |                      |  | $ | (371,086                                   | ) |  | $                        |       |   |  | $ | (19  | ) |  | $ | 37,772  |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Net income                                           |                 |             |   |                          |   |   |                    |   |        |                      |  |   | 27,425                                     |   |  |                          |       |   |  |   |     |   |  |   | 27,425  |  
|Adjustment to OCI for postretirement benefits        |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   | 218  |   |  |   | 218     |  
|Unrealized loss on available-for-sale securities     |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   | (175 | ) |  |   | (175    | )
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Comprehensive income for period                      |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 27,468  |  
|Exercise of stock options                            |                 | 30           |   |                          |   |   |                    |   | 104     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 104     |  
|Issuance of stock for 401(K) match                   |                 | 44           |   |                          |   |   |                    |   | 305     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 305     |  
|Issuance of stock under Employee Stock Purchase Plan |                 | 12           |   |                          |   |   |                    |   | 69      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 69      |  
|Issuance of restricted stock                         |                 | 35           |   |                          |   |   |                    |   | 869     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 869     |  
|Non-employee stock compensation expense              |                 |             |   |                          |   |   |                    |   | 67      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 67      |  
|Employee stock option expense                        |                 |             |   |                          |   |   |                    |   | 611     |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 611     |  
|Employee Stock Purchase Plan expense                 |                 |             |   |                          |   |   |                    |   | 57      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 57      |  
|Restricted stock forfeited                           |                 | (31          | ) |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   |        |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Balance as of December 31, 2007                      |                 | 22,222       |   |                          | $ | 22 |                    | $ | 410,937 |                      |  | $ | (343,661                                   | ) |  | $                        |       |   |  | $ | 24   |   |  | $ | 67,322  |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Net income                                           |                 |             |   |                          |   |   |                    |   |        |                      |  |   | 8,009                                      |   |  |                          |       |   |  |   |     |   |  |   | 8,009   |  
|Unrealized gain on available-for-sale securities     |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   | 28   |   |  |   | 28      |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Comprehensive income for period                      |                 |             |   |                          |   |   |                    |   |        |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 8,037   |  
|Issuance of stock for 401(K) match                   |                 | 48           |   |                          |   |   |                    |   | 64      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 64      |  
|Dividends ($2.50 per share, common stock)            |                 |             |   |                          |   |   |                    |   | (55,585 | )                    |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | (55,585 | )
|Restricted stock expense                             |                 | 30           |   |                          |   |   |                    |   | 21      |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 21      |  
|Employee stock option expense                        |                 |             |   |                          |   |   |                    |   | 1,163   |                      |  |   |                                           |   |  |                          |       |   |  |   |     |   |  |   | 1,163   |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  
|Balance as of December 31, 2008                      |                 | 22,300       |   |                          | $ | 22 |                    | $ | 356,600 |                      |  | $ | (335,652                                   | ) |  | $                        |       |   |  | $ | 52   |   |  | $ | 21,022  |  
|                                                     |                 |              |   |                          |   |    |                    |   |         |                      |  |   |                                            |   |  |                          |        |   |  |   |      |   |  |   |         |  



See accompanying notes
to financial statements.



F-5



---

##### Table of Contents

TRIMERIS, INC.



STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                  |  | For the Years Ended December 31, |        
|                                                                                  |  | 2008                             |         |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                             |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net income                                                                        |  | $                                | 8,009   |   |      | $ | 27,425  |      |  | $ | 7,384   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                  |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property, furniture and equipment                |  |                                  | 135     |   |      |   | 779     |      |  |   | 958     |  
|Postretirement benefits                                                           |  |                                  |        |   |      |   | 218     |      |  |   | (6      | )
|Net loss (gain) on disposal of equipment                                          |  |                                  | 461     |   |      |   | (24     | )    |  |   | (7      | )
|Other amortization                                                                |  |                                  | 249     |   |      |   | 191     |      |  |   | 170     |  
|Amortization of deferred revenueRoche                                            |  |                                  | (265    | ) |      |   | (9,435  | )    |  |   | (3,430  | )
|Non-cash compensation expense                                                     |  |                                  | 1,184   |   |      |   | 735     |      |  |   | 5,063   |  
|Issuance of restricted stock                                                      |  |                                  |        |   |      |   | 869     |      |  |   |        |  
|Cumulative effect of change in accounting principle                               |  |                                  |        |   |      |   |        |      |  |   | (252    | )
|401(K) plan stock match                                                           |  |                                  | 64      |   |      |   | 305     |      |  |   | 745     |  
|Patent costs expensed                                                             |  |                                  | 1,418   |   |      |   | 78      |      |  |   | 115     |  
|Accrued marketing costs                                                           |  |                                  | 348     |   |      |   | 635     |      |  |   | 781     |  
|Deferred tax benefit                                                              |  |                                  | (506    | ) |      |   |        |      |  |   |        |  
|Decrease (increase) in assets:                                                    |  |                                  |         |   |      |   |         |      |  |   |         |  
|Accounts receivableRoche                                                         |  |                                  | 9,400   |   |      |   | 1,101   |      |  |   | (2,841  | )
|Other receivables                                                                 |  |                                  | 24      |   |      |   | (24     | )    |  |   | 18      |  
|Prepaid expenses                                                                  |  |                                  | 221     |   |      |   | 389     |      |  |   | 301     |  
|Advanced paymentRoche, net                                                       |  |                                  | 106     |   |      |   | (509    | )    |  |   | (1,085  | )
|Deposits and other assets                                                         |  |                                  | 6       |   |      |   | 377     |      |  |   | 252     |  
|Increase (decrease) in liabilities:                                               |  |                                  |         |   |      |   |         |      |  |   |         |  
|Accounts payable                                                                  |  |                                  | (592    | ) |      |   | 208     |      |  |   | (1,210  | )
|Accrued compensation                                                              |  |                                  | (3,970  | ) |      |   | 85      |      |  |   | 2,028   |  
|Accrued expenses                                                                  |  |                                  | 1,471   |   |      |   | (1,830  | )    |  |   | 686     |  
|Deferred revenueRoche                                                            |  |                                  |        |   |      |   |        |      |  |   | 2,500   |  
|Other liabilities                                                                 |  |                                  | (718    | ) |      |   | 5       |      |  |   | 7       |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                         |  |                                  | 17,045  |   |      |   | 21,592  |      |  |   | 12,177  |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities:                                             |  |                                  |         |   |      |   |         |      |  |   |         |  
|Purchases of investment securitiesavailable-for-sale                             |  |                                  | (38,837 | ) |      |   | (42,793 | )    |  |   | (19,792 | )
|Reclass of cash and cash equivalents to short-term investments                    |  |                                  |        |   |      |   | (16,225 | )    |  |   |        |  
|Maturities of investment securitiesavailable-for-sale                            |  |                                  | 58,567  |   |      |   | 40,540  |      |  |   | 14,532  |  
|Proceeds from the sale of equipment                                               |  |                                  | 1,048   |   |      |   | 25      |      |  |   | 14      |  
|Purchases of property, furniture and equipment                                    |  |                                  |        |   |      |   | (264    | )    |  |   | (485    | )
|Patent costs                                                                      |  |                                  | (668    | ) |      |   | (384    | )    |  |   | (421    | )
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net cash provided (used) by investing activities                                  |  |                                  | 20,110  |   |      |   | (19,115 | )    |  |   | (6,152  | )
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities:                                             |  |                                  |         |   |      |   |         |      |  |   |         |  
|Employee stock purchase plan stock issuance                                       |  |                                  |        |   |      |   | 69      |      |  |   | 188     |  
|Dividends paid                                                                    |  |                                  | (55,468 | ) |      |   |        |      |  |   |        |  
|Proceeds from exercise of stock options                                           |  |                                  |        |   |      |   | 104     |      |  |   | 280     |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net cash (used) provided by financing activities                                  |  |                                  | (55,468 | ) |      |   | 173     |      |  |   | 468     |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                  | (18,313 | ) |      |   | 2,650   |      |  |   | 6,493   |  
|Cash and cash equivalents at beginning of year                                    |  |                                  | 32,702  |   |      |   | 30,052  |      |  |   | 23,559  |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                          |  | $                                | 14,389  |   |      | $ | 32,702  |      |  | $ | 30,052  |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of cash flow information:                                 |  |                                  |         |   |      |   |         |      |  |   |         |  
|Cash paid during the period for income taxes                                      |  | $                                | 329     |   |      | $ | 130     |      |  | $ | 160     |  
|                                                                                  |  |                                  |         |   |      |   |         |      |  |   |         |  



See accompanying notes
to financial statements.



F-6



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTS



1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization



Trimeris is a biopharmaceutical company primarily engaged in the
commercialization of a new class of antiviral drug treatments called fusion inhibitors. Fusion inhibitors prevent viral fusion, a complex process by which viruses attach to, penetrate and infect host cells. If a virus cannot enter a host cell, the
virus cannot replicate. By inhibiting the fusion process of particular types of viruses, like the Human Immunodeficiency Virus (HIV), Trimeris first commercial product offers a novel mechanism of action to treat and potentially
prevent the transmission of HIV.



Trimeris has a worldwide
agreement (the Development and License Agreement) with F. Hoffmann-La Roche Ltd., or Roche, to develop and market T-20, marketed as FUZEON, whose generic name is enfuvirtide. FUZEON is manufactured and distributed by Roche
through Roches sales and distribution network throughout the world in countries where regulatory approval has been received. The Company shares gross profits equally from the sale of FUZEON in the United States and Canada with Roche, and
receives a royalty based on net sales of FUZEON outside the United States and Canada.



The Company also has a separate agreement (the Research Agreement) with Roche that governs the identification of compounds that may become clinical candidates. In March 2007, the Company entered into an
agreement with Roche that amends the terms of the Research Agreement whereby all rights and joint patents and other intellectual property rights to the next generation fusion inhibitor peptides falling under the Research Agreement, which includes
the lead drug candidate TRI-1144, reverted to Trimeris.



Reclassifications



Certain balance sheet
amounts in the 2007 financial statements have been reclassified to conform to the 2008 presentation, with no effect on previously reported total assets, stockholders equity, net income or net income per share.



Cash and Cash Equivalents



The Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents. Cash and cash equivalents of $14.4 million and $32.7 million at December 31, 2008 and 2007, respectively, are stated at cost and consist primarily of money market funds. The carrying
amount of cash and cash equivalents approximates fair value.



Investment Securities Available-For-Sale



Investment securities, which consist of corporate bonds, Euro dollar bonds, certificates of deposit, and medium and short term notes, are classified as available-for-sale, and are reported at fair value based on quoted market prices. The
cost of securities sold is determined using the specific identification method when computing realized gains and losses. Unrealized gains and losses are included as a component of stockholders equity until realized.



In accordance with its investment policy, the Company limits the amount of
credit exposure with any one issuer. These investments are generally not collateralized and typically mature within one to two years.



Investment securities available-for-sale includes an investment of approximately $3.4 million in Bank of America Corporations Columbia Strategic
Cash Portfolio (the Fund) as of December 31, 2008. In December 2007, Columbia Management Group, LLC, the Funds manager, determined that the assets of the Fund had declined in fair value and the Fund would no longer seek
to maintain a net asset value (NAV) of one dollar per share. As a result, the Funds NAV began to fluctuate based on changes in the market values of the assets owned by the Fund. The Fund ceased



F-7



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



accepting orders for new shares and began an orderly liquidation of Fund assets for distribution to its shareholders. The Company, therefore, reclassified
$16.2 million to short-term investments from cash equivalents at December 31, 2007, based on information provided by the fund manager. At December 31, 2008, the Funds NAV was $0.8266 per share. For the year ended December 31,
2008, the Company had a realized loss on its investment in the Fund of approximately $1.3 million.



Financial Instruments



Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of Financial Instruments, as
amended, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value is determined using available market information.



Financial instruments, other than investment securities available-for-sale, held by the Company include accounts receivable,
accrued marketing costs, and accounts payable. The Company believes that the carrying amount of these financial instruments approximates their fair value.



Property, Furniture and Equipment



Property, furniture and equipment are recorded at cost. During the year ended December 31, 2008, the Company wrote off all remaining property,
furniture or equipment due to relocating its corporate office and shutting down the previous facility.



Depreciation was calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements were amortized using the
straight-line method over the lesser of the lease term or estimated useful life of the asset.



The depreciable lives of the Companys property, furniture and equipment were as follows:



|                        |  |                                                
|----------------------- |  | -----------------------------------------------
|Equipment and furniture |  | 3.5 years                                      
|Computer / software     |  | 3 years                                        
|Leasehold improvements  |  | Lesser of useful life or life of lease10 years



Intangible Assets



Management performs a continuing evaluation of the
carrying value and remaining amortization periods of unamortized amounts of intangible assets. Any impairment would be recognized when the expected future operating cash flows derived from such intangible assets are less than their carrying value.
During 2008, 2007 and 2006, $1.4 million, $78,000 and $115,000, respectively, of patent costs were expensed in other research and development expense because the expected future benefits from these patents was less than their carrying value.



During the fourth quarter of 2008, the Company determined that
all patents related to T-1249 should be written off. T-1249 is a second-generation HIV fusion inhibitor which the Company is no longer developing. It is the Companys intention to maintain all patent protection over its most recent HIV fusion
inhibitor TRI-1144. The amount of the write-off was approximately $1.2 million and is included in research and development expense.



The costs of patents are capitalized and are amortized using the straight-line method over the estimated remaining lives of the patents, the longer of 17
years from the date the patent is granted or 20 years from the initial filing of the patent.



F-8



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Patent amortization expense was $224,000, $166,000 and $146,000 in 2008, 2007 and 2006, respectively.
The estimated aggregate amortization expense for the next five years is $147,000 per year for 2009 through 2013.



Also included in patent costs are intangibles that are not currently being amortized of $705,000 and $1,300,000 as of December 31, 2008 and 2007,
respectively.



Accounts Payable



As of December 31, 2008 and 2007, there was $0 and $26,000,
respectively, due to related parties included in accounts payable on the Companys balance sheets.



Accrued Marketing Costs



The Company and Roche agreed to limit the Companys actual cash contribution to the FUZEON selling and marketing expenses in 2004 to approximately
$11.2 million, even though Roche spent significantly more on these expenses. If certain cumulative levels of sales for FUZEON in the United States and Canada are achieved, the Companys share of the additional expenses incurred by Roche during
2004 will be payable to Roche beginning at a future date over several years from that future date. During the fourth quarter of 2008, the Company revised its estimate of the date that payments will begin from 2017 to 2022. During the year ended
December 31, 2004, the Companys share of selling and marketing expenses exceeded $11.2 million. During 2004, the Company recorded $15.6 million as part of collaboration loss, which represented the net present value of the Companys
estimated share of the expenses that were in excess of approximately $11.2 million. This amount was determined by taking into account the expected timing and terms of payment under the Development and License Agreement, discounted at a risk free
interest rate. The Company is increasing the liability over time to the expected payment amount. In 2008, 2007 and 2006, the Company increased the initial recorded liability by $348,000, $635,000 and $781,000, respectively for accretion of interest.
The total liability of $18.3 million and $17.9 million at December 31, 2008 and 2007, respectively, is reflected on the Companys balance sheet under the caption Accrued marketing costs.



Advanced PaymentRoche



In September 2005, the Company entered into a Letter of Amendment (the
Manufacturing Amendment) with Roche, which amended the Development and License Agreement and set forth certain rights and responsibilities that the parties previously agreed to with respect to the manufacture and sale of FUZEON. The
Company will pay Roche for the Companys share of the capital invested in Roches manufacturing facility over a seven-year period. As a result, Roche will no longer include the depreciation related to the manufacturing facility in cost of
goods sold.



Under the terms of the Manufacturing Amendment,
the Companys contribution to the capital improvements made at Roches manufacturing facility is to be reviewed on an annual basis. Following such review, the Companys contribution will be adjusted, when necessary, to reflect changes
to the relative geographic distribution of FUZEON sales. During the first quarter of 2008, the Company and Roche reviewed certain FUZEON sales data which resulted in a change in the amount of the Companys contribution to the capital
investment. Following this 2008 review, the Company now expects to contribute approximately $12.1 million towards the capital investment as compared to its previous expectation of approximately $12.8 million. Through December 31, 2008, the
Company had capitalized costs of $11.5 million, and expects to pay approximately $285,000 per quarter through June 2009. In the event the Development and License Agreement is terminated, the Company would not be obligated for any unpaid amounts for
capital investment.



These payments, net of the portion
allocated to cost of goods sold, are recorded as an asset presented as Advanced paymentRoche. This asset is amortized based on the units of FUZEON sold during the collaboration period in order to properly allocate the capital
investment to cost of goods sold as the related inventory is sold in future



F-9



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



periods. Assuming all payments are made and sales of FUZEON continue, the Company estimates that this asset has a remaining useful life of approximately 13
years. The carrying value of this asset will be evaluated annually for impairment or if an event occurs that triggers impairment.



Under the Manufacturing Amendment, if the Roche-owned facilities in Boulder, Colorado used for the manufacture of FUZEON, are used to produce other
products for Roche, a credit to the collaboration will result. Through December 31, 2008, the Companys share of this credit was approximately $2.0 million. These credits have been recorded on the Companys balance sheets as a
reduction to the Advanced paymentRoche. These credits offset variances that would otherwise have been allocated to FUZEON if the facilities had remained underutilized and will be recognized when the related FUZEON produced during
these periods is sold.



Milestone Revenue and Deferred
RevenueRoche



Through December 31, 2008, the
Company has received a $10.0 million license fee, research milestone payments of $15.0 million and $3.3 million in manufacturing milestone payments related to Roche achieving certain production levels. The license fee and research milestones were
recorded as deferred revenue and were being recognized ratably over the research and development period. The manufacturing milestones were also recorded as deferred revenue and are being recognized ratably over the patent term associated with these
milestones, or November 2014.



At the time of the license fee
payment, Roche was granted a warrant to purchase Trimeris stock. The fair value of the warrant, $5.4 million, was credited to additional paid-in capital in 1999, and as a reduction of the $10.0 million license fee payment.



Over the course of the collaboration the Companys estimate of the end
of the research and development period has changed, most recently:



| |  |  | On March 13, 2007, the Company entered into an agreement with Roche that amended the terms of the Research Agreement whereby all rights, joint patents and
other intellectual property rights to the next generation fusion inhibitor (NGFI) peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to Trimeris. As a result of this agreement, the
Company accelerated revenue, into the first quarter of 2007, for those milestone payments being amortized over the length of the research and development period of the NGFI peptides because the period of joint development ended.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the third quarter of 2007, the Company extended the recognition of the remaining milestones through November 2014 as the patent term associated with these
milestones was extended through that date. The original expiration of the associated patents was June 2013.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In January 2006, Roche agreed to pay Trimeris $2.5 million for the results of research that was performed outside the research plan during 2005. In
February 2006, Trimeris received this payment and initially recognized it as a component of revenue over the term of the annual 2006 research plan. During the third quarter of 2006, the Company extended its Research Agreement with Roche from
January 1, 2007 to December 31, 2008. As a result, the Company planned to recognize the remainder of this milestone over the extended period (the period of the Companys continuing involvement). In accordance with the March 2007
agreement with Roche (discussed above), the Company accelerated these milestone payments into revenue.



In 2006, Roche and Trimeris amended the terms of the Research Agreement that, among other things, modified the payment of future milestones under the
Development and License Agreement. As a result of the amendment, Roche will only be responsible for one remaining $5.0 million milestone payable upon the achievement of a certain cumulative twelve-month sales threshold for FUZEON in the U.S. and
Canada.



F-10



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Royalty Revenue



The Company receives royalties on sales of FUZEON in countries outside of the United States and Canada. Roche is responsible for all
activities related to FUZEON outside of the United States and Canada, including regulatory, manufacturing, sales and distribution. These royalties are recognized as revenue when Roche records a sale. Royalties of $11.4 million, $15.7 million and
$11.8 million were recognized as revenue during the years ended December 31, 2008, 2007 and 2006, respectively. During, and effective for the entire third quarter of 2006, the Companys royalty rate increased from 10% to 12%. This increase
was in effect for the entire third quarter of 2006 and will remain at this level for the remainder of the collaboration.



Collaboration Income



Product sales of FUZEON began in the United States on March 27, 2003, and are recorded by Roche. Under the Development and License Agreement with
Roche, the Company shares gross profits equally from the sale of FUZEON in the United States and Canada with Roche. Collaboration income is calculated as follows: Total gross sales of FUZEON in the United States and Canada is reduced by any
discounts, returns or rebates resulting in total net sales. Net sales are reduced by costs of goods sold resulting in gross profit. Gross profit is reduced by selling, marketing and other expenses related to the sale of FUZEON, resulting in
operating income or loss. The Companys share of the operating income or loss is reported as collaboration income as a component of revenue. Total net sales of FUZEON in the United States and Canada were $64.2 million, $124.3 million and $134.2
million during the years ended December 31, 2008, 2007 and 2006, respectively. During the years ended December 31, 2008, 2007 and 2006, the gross profit from the sale of FUZEON exceeded sales, marketing and other expenses resulting in the
Companys share of operating income from the sale of FUZEON in the United States and Canada of $9.0 million, $24.2 million and $21.7 million, respectively. Revenue is recognized when Roche ships the drug and title and risk of loss passes to
wholesalers.



In the fourth quarter of 2007, the Company
entered into discussions with Roche related to the models used to calculate cost of goods sold for FUZEON. During the course of the discussions, the Company and Roche concluded that the models being used resulted in an overestimate in the costs of
goods sold being charged to the collaboration. As a result, the collaboration received a credit of approximately $10.9 million, of which Trimeris share was approximately $5.5 million, for over charges to FUZEON cost of goods sold during the
period from 2003 to 2006. The credit appears in the calculation of collaboration income for the fourth quarter of 2007.



Cost of goods sold is dependent on many factors, which are outside of the Companys control, including plant utilization, staffing levels and
purchasing volumes. Therefore, the Company cannot accurately determine if future cost of goods sold as a percentage of net sales will increase, decrease or remain the same.



It is important to recognize that Roche is responsible for the manufacture, sales, marketing and distribution of FUZEON.
Roche is manufacturing bulk quantities of FUZEON drug substance in its Boulder, Colorado facility and is producing finished drug product from bulk drug substance at other Roche facilities. The finished drug product is then shipped to a Roche
facility for distribution. Roches sales force is responsible for selling FUZEON. Under the Companys Development and License Agreement with Roche, the Company does not have the ability or rights to co-market this drug or field the
Companys own FUZEON sales force. All third party contracts for manufacturing, distribution, sale, and reimbursement are between Roche and the third party. The Company is not a party to any of the material contracts in these areas. Roche
provides the Company with information on manufacturing, sales and distribution of FUZEON. Roche is responsible for estimating reductions to gross sales for expected returns of expired products, government rebate programs, such as Medicaid
reimbursements, and customer incentives, such as cash discounts for prompt payment. The Company reviews these items for accuracy and reasonableness.



Roche prepares estimates for sales returns and allowances, discounts and rebates based primarily on its historical experience with FUZEON and other
anti-HIV drugs and its estimates of the payor mix for FUZEON, updated for changes in facts and circumstances on a quarterly basis. If actual results differ from these estimates, these estimates will be adjusted which could have an effect on results
of operations in the period of adjustment.



F-11



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Concentrations



The Company has a Development and License Agreement with Roche, which accounted for 100% of the Companys royalty revenue for the
years ended December 31, 2008, 2007 and 2006. This agreement with Roche also provides the basis for substantially all of the Companys results from the collaboration. Substantially all of the accounts receivable at December 31, 2008
and 2007 are comprised of receivables from Roche.



Financial
instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, short-term, and long-term investments. The Company has established guidelines relating to diversification and maturities of its
cash equivalents, and short-term and long-term investments which are designed to manage risk. The Companys cash equivalents consist of bank deposits and money market funds. Bank deposits may at times be in excess of FDIC insurance limits. The
Companys short-term and long-term investments include the investment in Bank of America Corporations Columbia Strategic Cash Portfolio as discussed above.



Research and Development



Research and development costs, including the cost of producing drug material for clinical trials, are charged to operations as incurred.



Income Taxes



Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. The Company has established a valuation allowance against most of its deferred tax assets due to the uncertainty surrounding the realization of such assets.



Use of Estimates



The preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates made by the Company in the preparation of its financial statements are: the estimate of the cost
of goods sold for the collaboration; the estimate of the future volatility of the Companys stock price used to calculate the value of stock options granted to employees; the estimate(s) of sales returns and allowances, discounts and rebates
related to sales of FUZEON; the estimate of losses incurred related to unusable product and supplies; the estimate of the period when the Companys liability for accrued marketing costs comes due; the estimate of the patent life of FUZEON; the
estimate of the expected future operating cash flows from the Companys intangible patent assets; and estimates of future taxable income used in determining the need for a valuation allowance for the Companys deferred tax assets.



Basic and Diluted Net Income Per Share



In accordance with SFAS No. 128, Earnings Per Share
(SFAS No. 128), basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the maximum dilutive
effect of common stock issuable upon exercise of stock options, restricted stock, stock warrants and purchases under the Employee Stock Purchase Plan. The dilutive effect of outstanding options, restricted stock, stock warrants and purchases under
the Employee Stock Purchase Plan is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of stock-based compensation required by SFAS No. 123 (revised). The following table sets forth
the computation of basic



F-12



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



and diluted net income per share for the years ended December 31, 2008, 2007 and 2006 (in thousands, except per share amounts):



|                                                          |  |      |        |      |   |        |  |       
|--------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | ------
|                                                          |  | 2008 |        | 2007 |   | 2006  
|Numerator:                                                |  |      |        |      |   |        |  |       
|Net income                                                |  | $    | 8,009  |      | $ | 27,425 |  | 7,384 
|                                                          |  |      |        |      |   |        |  |       
|Denominator:                                              |  |      |        |      |   |        |  |       
|Weighted average common shares used for basic calculation |  |      | 22,182 |      |   | 22,065 |  | 21,895
|Weighted average effect of dilutive securities:           |  |      |        |      |   |        |  |       
|Employee stock options                                    |  |      |       |      |   |       |  | 34    
|Restricted stock                                          |  |      | 89     |      |   | 20     |  | 76    
|                                                          |  |      |        |      |   |        |  |       
|Denominator for diluted calculation                       |  | $    | 22,271 |      | $ | 22,085 |  | 22,005
|                                                          |  |      |        |      |   |        |  |       
|Net income per share:                                     |  |      |        |      |   |        |  |       
|Basic                                                     |  | $    | 0.36   |      | $ | 1.24   |  | 0.34  
|                                                          |  |      |        |      |   |        |  |       
|Diluted                                                   |  | $    | 0.36   |      | $ | 1.24   |  | 0.34  
|                                                          |  |      |        |      |   |        |  |       



The calculation of
diluted net income per share excludes all anti-dilutive shares. For the years ended December 31, 2008, 2007 and 2006, the number of anti-dilutive shares issuable upon exercise of options that were excluded, as calculated based on the weighted
average closing price of the Companys common stock for the period, amounted to approximately 2.5 million, 2.8 million and 3.7 million, respectively. Also excluded for 2008, 2007 and 2006 were 362,000 warrants to purchase common
stock due to their antidilutive effect.



At December 31,
2008, there were 2,463,000 options to purchase common stock and 362,000 warrants to purchase common stock outstanding. At December 31, 2007, there were 2,910,000 options to purchase common stock and 362,000 warrants to purchase common stock
outstanding. At December 31, 2006, there were 3,804,000 options to purchase common stock, 126,000 restricted stock grants, which became fully vested in 2007, 50,000 restricted stock grants (of which 29,000 became fully vested in January 2007
and 21,000 were forfeited), and 362,000 warrants to purchase common stock outstanding.



Stock-Based Compensation



The Company adopted SFAS No. 123 (revised) using the modified prospective method on January 1, 2006. Accordingly, during the year ended December 31, 2006, the Company recorded stock-based compensation expense for awards
granted prior to, but not yet vested, as of January 1, 2006, and awards granted after January 1, 2006, using the Black-Scholes valuation model. The Company has recognized the compensation expense using a straight-line amortization method.
As SFAS No. 123 (revised) requires that stock-based compensation expense be based on awards that are ultimately expected to vest, stock-based compensation for the years ended December 31, 2008, 2007, and 2006 has been reduced for estimated
forfeitures. When estimating forfeitures, the Company considered voluntary termination behaviors as well as trends of actual option forfeitures. As a result of the adoption of SFAS No. 123 (revised), the Company recognized non-cash compensation
expense of approximately $1.2 million, $735,000 and $5.1 million (net of forfeitures) relating to the fair value of employee stock compensation during the years ended December 31, 2008, 2007 and 2006.



Comprehensive Income



Comprehensive income includes all non-owner changes in equity during a
period and is divided into two broad classifications: net income and other comprehensive income (OCI). OCI includes revenue, expenses, gains, and losses that are excluded from earnings under generally accepted accounting principles. For
the Company, OCI consists



F-13



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



of unrealized gains or losses on securities available-for-sale, and actuarial gains and losses and prior service costs for the postretirement health
insurance plan that have not been recognized as components of net periodic postretirement benefit costs.



Segment Reporting



SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, establishes standards for reporting information about
the Companys operating segments. The Company operates in one business segment, the business of discovery, development and commercialization of novel pharmaceuticals.



2.    INVESTMENT SECURITIES AVAILABLE-FOR-SALE



The following is a summary of available-for-sale securities. Estimated fair values of available-for-sale securities are based on quoted
market prices or other observable inputs (in thousands).



|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|--------------------------------------------------------------- |  | ------------- | ------ | -------------------- | - | --------------------- |  | ----------- | --- |  | - | ------
|                                                                |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | MarketValue
|December 31, 2008                                               |  |               |        |                      |   |                       |  |             |     |  |   |       
|Short-term investment securities available-for-sale             |  |               |        |                      |   |                       |  |             |     |  |   |       
|Other debt securities maturing within 1 year                    |  |               | 5,959  |                      |   | 3                     |  |             | 38  |  |   | 5,924 
|Corporate debt securities maturing within 1 year                |  |               | 7,029  |                      |   | 3                     |  |             | 95  |  |   | 6,937 
|Euro dollar bonds maturing within 1 year                        |  |               | 1,529  |                      |   | 2                     |  |             | 31  |  |   | 1,500 
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|Total short-term investment securities available-for-sale       |  | $             | 14,517 |                      | $ | 8                     |  | $           | 164 |  | $ | 14,361
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|                                                                |  |               |        |                     
|                                                                |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | MarketValue
|Long-term investment securities available-for-sale              |  |               |        |                      |   |                       |  |             |     |  |   |       
|Other debt securities maturing after 1 year through 5 years     |  |               | 1,798  |                      |   |                      |  |             |    |  | $ | 1,798 
|Corporate debt securities maturing after 1 year through 5 years |  |               | 1,032  |                      |   |                      |  |             | 3   |  |   | 1,029 
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|Total long-term investment securities available-for-sale        |  | $             | 2,830  |                      | $ |                      |  | $           | 3   |  | $ | 2,827 
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|                                                                |  |               |        |                     
|                                                                |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | MarketValue
|December 31, 2007                                               |  |               |        |                      |   |                       |  |             |     |  |   |       
|Short-term investment securities available-for-sale             |  |               |        |                      |   |                       |  |             |     |  |   |       
|Investments re-classified from cash and cash equivalents        |  | $             | 16,431 |                      |   |                       |  |             | 206 |  | $ | 16,225
|Other debt securities maturing within 1 year                    |  |               | 9,472  |                      |   | 9                     |  |             | 4   |  |   | 9,477 
|Corporate debt securities maturing within 1 year                |  |               | 5,682  |                      |   | 1                     |  |             | 4   |  |   | 5,679 
|Federal agency notes maturing within 1 year                     |  |               | 3,733  |                      |   | 10                    |  |             | 1   |  |   | 3,742 
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|Total short-term investment securities available-for-sale       |  | $             | 35,318 |                      | $ | 20                    |  | $           | 215 |  | $ | 35,123
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|                                                                |  |               |        |                     
|                                                                |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | MarketValue
|Long-term investment securities available-for-sale              |  |               |        |                      |   |                       |  |             |     |  |   |       
|Other debt securities maturing after 1 year through 5 years     |  |               | 1,062  |                      |   | 1                     |  |             |    |  | $ | 1,063 
|Corporate debt securities maturing after 1 year through 5 years |  |               | 704    |                      |   |                       |  |             |     |  |   | 704   
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       
|Total long-term investment securities available-for-sale        |  | $             | 1,766  |                      | $ | 1                     |  | $           |    |  | $ | 1,767 
|                                                                |  |               |        |                      |   |                       |  |             |     |  |   |       



F-14



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Investments available-for-sale include an investment of approximately $3.4 million in Bank of America
Corporations Columbia Strategic Cash Portfolio (the Fund). In December 2007, Columbia Management Group, LLC, the Funds manager, determined that the assets of the Fund had declined in fair value and the Fund would no
longer seek to maintain a net asset value (NAV) of one dollar per share. As a result, the Funds NAV began to fluctuate based on changes in the market values of the assets owned by the Fund. The Fund ceased accepting orders for new
shares and began an orderly liquidation of Fund assets for distribution to its shareholders. The Company, therefore, reclassified this investment to short-term investments from cash equivalents, based on information provided by the fund manager. At
December 31, 2008, the Funds NAV was $0.8266 per share. For the year ended December 31, 2008 the Company realized a loss on its investment in the Fund of approximately $1.3 million.



The Company adopted SFAS No. 157, Fair Value Measurements,
effective January 1, 2008 for financial assets and liabilities measured on a recurring basis. SFAS No. 157 applies to all financial assets and liabilities that are being measured and reported on a fair value basis. There was no impact to
the financial statements upon the adoption of SFAS No. 157. SFAS No. 157 establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified
and disclosed in one of the following three categories:



|         |  |                                                                                                                                                      
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.           
|Level 2: |  | Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.
|Level 3: |  | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.                                   



A financial
instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.



The Companys assets that are measured at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value
hierarchy. The types of instruments valued based on quoted market prices in active markets include most money market securities, corporate and euro dollar bonds, commercial paper and certificates of deposit. Such instruments are generally classified
within Level 1 of the fair value hierarchy.



The types of
instruments valued based on quoted prices in less active markets, or alternative pricing sources with reasonable levels of price transparency, include the Bank of America Corporations Columbia Strategic Cash Portfolio.



The following table sets forth, by level, within the fair value hierarchy,
financial assets and liabilities accounted for at fair value under SFAS No. 157 as of December 31, 2008 (in thousands):



|                                |  |       |        |                                       |   |                                 |  |                             |       |  |   |  
|------------------------------- |  | ----- | ------ | ------------------------------------- | - | ------------------------------- |  | --------------------------- | ----- |  | - | -
|                                |  | Total |        | QuotedPrices inActiveMarkets(Level 1) |   | OtherObservableInputs(Level 2)* |  | UnobservableInputs(Level 3)
|Money market funds              |  | $     | 17,812 |                                       | $ | 14,389                          |  | $                           | 3,423 |  | $ | 
|Corporate and euro dollar bonds |  |       | 9,466  |                                       |   | 9,466                           |  |                             |      |  |   | 
|Medium and short term notes     |  |       | 3,641  |                                       |   | 3,641                           |  |                             |      |  |   | 
|Certificates of deposit         |  |       | 658    |                                       |   | 658                             |  |                             |      |  |   | 
|                                |  |       |        |                                       |   |                                 |  |                             |       |  |   |  
|Total                           |  | $     | 31,577 |                                       | $ | 28,154                          |  | $                           | 3,423 |  | $ | 
|                                |  |       |        |                                       |   |                                 |  |                             |       |  |   |  



|* | represents the Companys investment in Bank of America Corporations Columbia Strategic Cash Portfolio, which is discussed in more detail above.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



F-15



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Assets measured at fair value on a recurring basis were presented in the balance sheet as of
December 31, 2008 as follows (in thousands):



|                                 |  |       |        |                                       |   |                                |  |                             |       |  |   |  
|-------------------------------- |  | ----- | ------ | ------------------------------------- | - | ------------------------------ |  | --------------------------- | ----- |  | - | -
|                                 |  | Total |        | QuotedPrices inActiveMarkets(Level 1) |   | OtherObservableInputs(Level 2) |  | UnobservableInputs(Level 3)
|Cash and cash equivalents        |  | $     | 14,389 |                                       | $ | 14,389                         |  | $                           |      |  | $ | 
|Short-term investment securities |  |       | 14,361 |                                       |   | 12,736                         |  |                             | 1,625 |  |   | 
|Long-term investment securities  |  |       | 2,827  |                                       |   | 1,029                          |  |                             | 1,798 |  |   | 
|                                 |  |       |        |                                       |   |                                |  |                             |       |  |   |  
|Total assets                     |  | $     | 31,577 |                                       | $ | 28,154                         |  | $                           | 3,423 |  | $ | 
|                                 |  |       |        |                                       |   |                                |  |                             |       |  |   |  



3.    LEASES



The Company had no property, furniture or equipment under
capital leases at December 31, 2008 and 2007.



The Company
has one non-cancelable operating lease for office space that extends through January 2015. Minimum rent payments under the operating lease are recognized on a straight-line basis over the term of the lease. Rental expense, including maintenance
charges, for this operating lease during 2008, 2007 and 2006, was $2.8 million, $1.8 million and $1.8 million, respectively. An additional expense of $913,000 was incurred during 2008 as a result of the Company relocating its corporate office and
shutting down its previous facility. This expense relates to future lease commitments associated with the operating lease, net of estimated sublease income.



Future minimum lease payments under the non-cancelable operating lease as of December 31, 2008 (in thousands) are:



|                             |  |                 |       
|---------------------------- |  | --------------- | ------
|                             |  | OperatingLeases
|Year ending December 31:     |  |                 |       
|2009                         |  | $               | 1,569 
|2010                         |  |                 | 1,600 
|2011                         |  |                 | 1,632 
|2012                         |  |                 | 1,666 
|2013                         |  |                 | 1,698 
|Thereafter                   |  |                 | 1,877 
|                             |  |                 |       
|Total minimum lease payments |  | $               | 10,042
|                             |  |                 |       



The Company is liable
for all remaining lease payments if it does not sublease the facility and is actively looking for a sublease tenant for the office and laboratory building.



4.    PROPERTY, FURNITURE AND EQUIPMENT



Property, furniture and equipment consist of the following at December 31, 2008 and 2007 (in thousands):



|                                               |  |      |   |      |   |         |  
|---------------------------------------------- |  | ---- | - | ---- | - | ------- | -
|                                               |  | 2008 |   | 2007 |  
|Furniture and equipment                        |  | $    |  |      | $ | 12,320  |  
|Leasehold improvements                         |  |      |  |      |   | 1,166   |  
|                                               |  |      |   |      |   |         |  
|                                               |  |      |  |      |   | 13,486  |  
|Less accumulated depreciation and amortization |  |      |  |      |   | (11,842 | )
|                                               |  |      |   |      |   |         |  
|                                               |  | $    |  |      | $ | 1,644   |  
|                                               |  |      |   |      |   |         |  



F-16



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Depreciation expense was $135,000, $779,000 and $958,000 for the years ended December 31, 2008,
2007 and 2006 respectively. The Company wrote off all property, furniture and equipment during 2008 due to relocating its corporate office and shutting down the previous facility.



5.    STOCKHOLDERS EQUITY



Warrant



In July 1999, the Company granted Roche a warrant to purchase 362,000 shares of common stock at a purchase price of $20.72 per share. The warrant is
exercisable prior to the tenth annual anniversary of the grant date and was not exercised as of December 31, 2008. The fair value of the warrant of $5.4 million was credited to additional paid-in capital in 1999, and as a reduction of the $10.0
million up-front payment received from Roche. The Company deferred $4.6 million, the net of the $10.0 million up-front payment and the $5.4 million warrant, over the research and development period. The value of the warrant was calculated using the
Black-Scholes option-pricing model using the following assumptions: estimated dividend yield of 0%; expected stock price volatility of 86.00%; risk-free interest rate of 5.20%; and expected option life of ten years.



Preferred Stock



The Board of Directors has the authority to issue shares of preferred stock
and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without any further vote or action by the stockholders. There are
no shares of preferred stock outstanding at December 31, 2008 and 2007.



6.    STOCK BASED COMPENSATION



The fair value of common stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for the years ended December 31, 2008, 2007 and 2006:



|                                                                 |  |            |  |            |  |           
|---------------------------------------------------------------- |  | ---------- |  | ---------- |  | ----------
|                                                                 |  | 2008       |  | 2007       |  | 2006      
|Estimated dividend yield                                         |  | 0.00%      |  | 0.00%      |  | 0.00%     
|Expected stock price volatility                                  |  | 50.0-63.0% |  | 46.0-71.0% |  | 39.0-52.0%
|Risk-free interest rate                                          |  | 2.62-3.99% |  | 3.95-4.96% |  | 4.46-4.96%
|Expected term of options (in years)                              |  | 4.4-9.0    |  | 4.4-9.0    |  | 4.4-9.0   
|Expected life of employee stock purchase plan options (in years) |  | 1          |  | 1          |  | 2         



The Companys
computation of expected volatility for the year ended December 31, 2008, 2007 and 2006 is based on historical volatility from publicly traded and quoted options on the Companys stock. The computation of expected life was determined based
on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The range provided above results from the behavior patterns of
separate groups of employees that have similar historical experience. The risk-free interest rate for periods within the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of the grants.



F-17



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



The table below presents the Companys stock based compensation expense for the years ended
December 31, 2008, 2007 and 2006:



|                              |  |                |       |      |   |     |      |  |   |      
|----------------------------- |  | -------------- | ----- | ---- | - | --- | ---- |  | - | -----
|                              |  | 2008           |       | 2007 |   |     | 2006
|                              |  | (in thousands)
|Employee Stock Option Plan*   |  | $              | 1,163 |      | $ | 612 |      |  | $ | 4,300
|Employee Stock Purchase Plan  |  |                |      |      |   | 57  |      |  |   | 88   
|Restricted stock to employees |  |                | 21    |      |   | (1  | )    |  |   | 592  
|Non-employee stock options    |  |                |      |      |   | 67  |      |  |   | 83   
|                              |  |                |       |      |   |     |      |  |   |      
|Total stock option expense    |  | $              | 1,184 |      | $ | 735 |      |  | $ | 5,063
|                              |  |                |       |      |   |     |      |  |   |      



|* | Includes the Stock Option Plan (formally known as the Trimeris, Inc. Amended and Restated Stock Incentive Plan) and the Trimeris, Inc. 2007 Stock Option Plan.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Employee Stock Option Plan



In 1993, the Company adopted a stock option plan, which allowed for the
issuance of non-qualified and incentive stock options (the 1993 Plan). During 1996, the Trimeris, Inc. Amended and Restated Stock Incentive Plan (the Employee Stock Option Plan) was implemented and replaced the 1993 Plan.
Under the Employee Stock Option Plan, the Company was able to grant non-qualified or incentive stock options for up to 6,252,941 shares of common stock. During October 2007, the 1996 Employee Stock Option Plan expired and the Trimeris, Inc. 2007
Stock Option Plan was implemented. Under the 2007 Stock Option Plan, the Company may grant non-qualified or incentive stock options for up to 1,000,000 shares of common stock. The exercise price of each incentive stock option shall not be less than
the fair market value of the Companys common stock on the date of grant and an options maximum term is ten years. Outstanding incentive stock options have been issued at prices ranging from $4.12 to $65.26 per share. The vesting period
generally occurs over four years. At December 31, 2008, there were approximately 299,000 options remaining available for grant. No more grants will be made under the 1993 Plan or the Employee Stock Option Plan. The Company has sufficient
authorized and unissued shares to make all issuances under its share based compensation plans.



A summary of option activity under the Employee Stock Option Plan and the 2007 Stock Option Plan during the year ended December 31, 2008 is presented below:



|                                                        |  |                 |   |  |                              |       |                                                  |      |                         |   |  
|------------------------------------------------------- |  | --------------- | - |  | ---------------------------- | ----- | ------------------------------------------------ | ---- | ----------------------- | - | -
|                                                        |  | Number ofShares |   |  | WeightedAverageExercisePrice |       | Weighted-AverageRemainingContractual Life(Years) |      | AggregateIntrinsicValue
|                                                        |  | (in thousands)  |   |  |                              |       |                                                  |      | (in thousands)         
|Outstanding options at January 1, 2008                  |  | 2,910           |   |  | $                            | 21.36 |                                                  | 5.29 |                         |   |  
|Granted                                                 |  | 368             |   |  |                              | 4.29  |                                                  |     |                         |   |  
|Exercised                                               |  |                |   |  |                              |      |                                                  |     |                         |   |  
|Expired                                                 |  | (205            | ) |  |                              | 13.24 |                                                  |     |                         |   |  
|Cancelled                                               |  | (610            | ) |  |                              | 17.66 |                                                  |     |                         |   |  
|                                                        |  |                 |   |  |                              |       |                                                  |      |                         |   |  
|Options outstanding at December 31, 2008                |  | 2,463           |   |  | $                            | 18.11 |                                                  | 5.17 |                         | $ | 
|Options vested or expected to vest at December 31, 2008 |  | 1,701           |   |  | $                            | 13.88 |                                                  | 7.01 |                         | $ | 
|Options exercisable at December 31, 2008                |  | 1,883           |   |  | $                            | 22.22 |                                                  | 3.96 |                         | $ | 



The weighted-average
grant-date fair value of options granted during the years ended December 31, 2008, 2007, and 2006, was $2.48, $4.53 and $5.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007,
2006 was $0, $157,000, and $311,000, respectively.



F-18



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



The following summarizes information about stock options outstanding as of December 31, 2008:



|                        |  |                                        |  |                                         |  |                               |       |                   |           |                               |   |      
|----------------------- |  | -------------------------------------- |  | --------------------------------------- |  | ----------------------------- | ----- | ----------------- | --------- | ----------------------------- | - | -----
|                        |  | Options Outstanding                    |  | Options Exercisable                    
|Range of Exercise Price |  | NumberOutstandingas ofDecember 31,2008 |  | WeightedAverageRemainingContractualLife |  | WeightedAverageExercise Price |       | NumberExercisable |           | WeightedAverageExercise Price
|$0.00-4.00              |  |                                       |  | 0                                       |  | $                             | 0.00  |                   |          |                               | $ | 0.00 
|$4.01-5.00              |  | 435,436                                |  | 9.16                                    |  | $                             | 4.41  |                   | 126,587   |                               | $ | 4.78 
|$5.01-6.00              |  | 357,752                                |  | 8.87                                    |  | $                             | 5.17  |                   | 95,866    |                               | $ | 5.17 
|$6.01-7.00              |  | 104,739                                |  | 7.61                                    |  | $                             | 6.73  |                   | 101,669   |                               | $ | 6.73 
|$7.01-10.00             |  | 362,166                                |  | 0.94                                    |  | $                             | 9.55  |                   | 361,556   |                               | $ | 9.55 
|$10.01-20.00            |  | 531,618                                |  | 4.88                                    |  | $                             | 12.77 |                   | 525,995   |                               | $ | 12.79
|$20.01-40.00            |  | 127,109                                |  | 2.74                                    |  | $                             | 31.51 |                   | 127,109   |                               | $ | 31.51
|$40.01-60.00            |  | 508,265                                |  | 2.81                                    |  | $                             | 46.32 |                   | 508,265   |                               | $ | 46.32
|$60.01-70.00            |  | 35,625                                 |  | 1.57                                    |  | $                             | 65.26 |                   | 35,625    |                               | $ | 65.26
|                        |  |                                        |  |                                         |  |                               |       |                   |           |                               |   |      
|                        |  | 2,462,710                              |  | 5.17                                    |  | $                             | 18.11 |                   | 1,882,672 |                               | $ | 22.22
|                        |  |                                        |  |                                         |  |                               |       |                   |           |                               |   |      



A summary of the
activity of the Companys nonvested options during the year ended December 31, 2008, is presented below:



|                               |  |                 |   |  |                                      |     
|------------------------------ |  | --------------- | - |  | ------------------------------------ | ----
|                               |  | Number ofShares |   |  | Weighted-AverageGrant-Date FairValue
|                               |  | (in thousands)  |   |  |                                     
|Nonvested at January 1, 2008   |  | 663             |   |  | $                                    | 4.64
|Granted                        |  | 368             |   |  |                                      | 2.48
|Vested                         |  | (246            | ) |  |                                      | 4.56
|Forfeited                      |  | (205            | ) |  |                                      | 4.50
|                               |  |                 |   |  |                                      |     
|Nonvested at December 31, 2008 |  | 580             |   |  | $                                    | 3.36
|                               |  |                 |   |  |                                      |     



As of
December 31, 2008, there was approximately $1.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Employee Stock Option Plan and the 2007 Stock Option Plan, which is
expected to be recognized over a weighted-average period of 2.5 years. The total fair value of shares vested during the years ended December 31, 2008 and 2007 was $1.1 million and $1.9 million, respectively.



Employee Stock Purchase Plan



From 1997 through October 2007, the Company offered an Employee Stock
Purchase Plan (the 1997 ESPP), which permitted eligible employees to purchase newly issued shares of common stock of the Company up to an aggregate of 250,000 shares. Under the 1997 ESPP, employees had the ability to purchase from the
Company a designated number of shares through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of the Companys common stock as of the date of the grant or the date the right to purchase was exercised.
During the years ended December 31, 2007 and 2006, 8,000 and 21,000 shares were issued under this plan. The 1997 ESPP expired during 2007 and was replaced with a new plan (the 2007 ESPP). During the years ended December 31,
2008 and 2007, 0 and 4,000 shares were issued under the 2007 ESPP, respectively. At December 31, 2008, there were 246,000 shares remaining available for issuance. As a result of the adoption of SFAS No. 123 (revised), the Company
recognized $0, $57,000 and $88,000 of compensation expense for the years ended December 31, 2008, 2007 and 2006, respectively, related to the fair value of the shares purchased under the 1997 and 2007 ESPP.



F-19



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Restricted Stock



In June 2004, an aggregate grant of 191,500 shares of restricted stock was made to substantially all employees. The majority
of the grants vested 100% after three years. In March 2007, the Company granted 35,000 shares of restricted stock to the Companys then CFO and General Counsel in connection with his employment agreement. The grant vests 100% three years from
the date of grant. In the first quarter of 2007, upon the retirement of this individual, the Company recognized all of the compensation cost related to this grant. In July 2007, the Company granted 50,000 restricted stock units to a consultant. The
units vest 100% in March 2009 on a monthly basis and in connection with the consultants provision of services or availability to provide services if none are requested. As of December 31, 2008, none of the restricted stock units were
considered outstanding. In the third quarter of 2007, the Company recognized all of the compensation cost related to this grant as the ongoing service criteria was deemed non-substantive. In August 2008, the Company granted 15,000 shares of
restricted stock to each of the Companys CFO and General Counsel. The grant vests 100% three years from the date of grant. Non-cash compensation expense related to these restricted stock grants, in the amount of $21,000, $(1,000) and $592,000
was recognized for the years ended December 31, 2008, 2007 and 2006, respectively. Total unrecognized compensation cost related to restricted stock grants, as of December 31, 2008 and 2007, was $129,000 and $0, respectively.



SFAS No. 123 (revised) requires forfeitures to be estimated at the time
of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Prior to the adoption of SFAS No. 123 (revised), the Company recognized actual forfeitures of restricted stock upon occurrence. The
cumulative effect of the change in accounting principle relating to this change was $252,000, and is included in the statement of operations for the year ended December 31, 2006.



A summary of the activity of the Companys nonvested restricted stock during the year ended December 31, 2008 is
presented below:



|                               |  |                
|------------------------------ |  | ---------------
|                               |  | Number ofShares
|                               |  | (in thousands) 
|Nonvested at January 1, 2008   |  | 85             
|Granted                        |  | 30             
|Vested                         |  |               
|Forfeited                      |  |               
|                               |  |                
|Nonvested at December 31, 2008 |  | 115            
|                               |  |                



Options Granted to
Non-employees



Compensation costs for stock options
granted to non-employees are accounted for in accordance with SFAS No. 123 (revised) and EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services, which requires that compensation be measured at the end of each reporting period for changes in the fair value of the Companys common stock until the options are vested.



The Company recorded expense of $0, $67,000 and $83,000 during the years
ended December 31, 2008, 2007 and 2006, respectively, related to expense of non-cash compensation charges for non-employee options. As of December 31, 2008, there were no options outstanding to non-employees.



F-20



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



7.    INCOME TAXES



During the years ended December 31, 2008, 2007 and 2006, the Company
recorded an income tax (benefit) expense of:



|                              |  |      |          |   |      |   |         |  |   |        
|----------------------------- |  | ---- | -------- | - | ---- | - | ------- |  | - | -------
|                              |  | 2008 |          |   | 2007 |   | 2006   
|Current tax provision         |  | $    | 187,000  |   |      | $ | 376,000 |  | $ | 275,000
|Deferred tax (benefit)        |  |      | (506,000 | ) |      |   |        |  |   |       
|                              |  |      |          |   |      |   |         |  |   |        
|Total tax (benefit) provision |  | $    | (319,000 | ) |      | $ | 376,000 |  | $ | 275,000
|                              |  |      |          |   |      |   |         |  |   |        



The current provision
results from the current tax expense caused by the Alternative Minimum Tax (AMT). A full valuation allowance has historically been recognized for all deferred tax assets, including indefinite lived ones such as the benefit of the AMT
credit.



The Tax Reform Act of 1986 contains provisions, which
limit the ability to utilize net operating loss carryforwards and tax credit carryforwards in the case of certain events including significant changes in ownership interests. If the Companys NOLs and/or tax credits are limited, and the Company
has taxable income, which exceeds the permissible yearly NOL, the Company would incur a federal income and/or state tax liability even though NOLs would be available in future years.



At December 31, 2008, the Company has net operating loss carryforwards (NOLs) for federal tax purposes of
approximately $302.4 million, which expire in varying amounts between 2018 and 2025. We determined that an ownership change under Section 382 of the Internal Revenue Code of 1986 (IRC), as amended, occurred during 2008. The effect
of this ownership change was the imposition of a $457,000 annual limitation on the use of NOL carryforwards attributable to periods before the change. This annual limitation will result in the expiration of NOL carryforwards before they become
available for utilization. Based on the $457,000 annual limitation, the Company anticipates that a total of approximately $7.8 million of NOL carryforwards will be available for utilization prior to 2025.



The Company has state net economic losses of approximately $257.6 million,
which expire in varying amounts between 2009 and 2020. The Company is currently assessing the impact of the ownership change under Section 382 on the ability to utilize the state net economic losses. Currently the Company believes that the
impact is de minimus.



The Company has research and development
credits of $9.1 million, which expire in varying amounts between 2013 and 2026. The Company has AMT credit carryforwards of approximately $800,000 which are available to reduce regular Federal income taxes, if any, over an indefinite period. The
utilization of the research and development credits and the AMT credit carryforwards are subject to limitation under IRC Sections 382 and 383 such that the Company does not expect to recognize any tax benefit from such credits or carryforwards.



F-21



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



The components of deferred tax assets and deferred tax liabilities as of December 31, 2008 and
2007 are as follows (in thousands):



|                                |  |      |          |   |      |   |          |  
|------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                |  | 2008 |          |   | 2007 |  
|Deferred tax assets:            |  |      |          |   |      |   |          |  
|Tax loss carryforwards          |  | $    | 114,571  |   |      | $ | 120,300  |  
|Tax credits                     |  |      | 9,997    |   |      |   | 9,784    |  
|Deferred revenue                |  |      | 538      |   |      |   | 645      |  
|Reserves and accruals           |  |      | 8,892    |   |      |   | 10,518   |  
|                                |  |      |          |   |      |   |          |  
|Total gross deferred tax assets |  |      | 133,998  |   |      |   | 141,247  |  
|Valuation allowance             |  |      | (133,492 | ) |      |   | (141,247 | )
|                                |  |      |          |   |      |   |          |  
|Net deferred tax asset          |  |      | 506      |   |      |   |         |  
|Deferred tax liability          |  |      |         |   |      |   |         |  
|                                |  |      |          |   |      |   |          |  
|Net deferred tax asset          |  | $    | 506      |   |      | $ |         |  
|                                |  |      |          |   |      |   |          |  



The Company has
established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance represents the amount necessary to reduce the Companys gross deferred tax assets to
the amount that is more likely than not to be realized. The decrease in the valuation allowance was approximately $7.8 million for the year ended December 31, 2008. The decrease in the valuation allowance was $5.6 million for the year ended
December 31, 2007, and $3.0 million for the year ended December 31, 2006. The valuation allowance includes deferred tax assets that when realized, may increase equity rather than reduce tax expense. The Company will evaluate this amount
when the criteria for recognizing the deferred tax asset relating to these amounts are met. The Company is subject to the limitations of IRC Section 382 beginning in 2008. The Company will be allowed to use approximately $457,000 of NOL
carryforwards in each future tax year. Currently, the Company anticipates near-term taxable income to exceed this limitation amount. Therefore, a portion of the valuation allowance related to the NOL carryforward limitation is being released at
December 31, 2008. This release creates a deferred tax benefit and a deferred tax asset in the amount of $506,000.



The Company adopted FIN 48 on January 1, 2007. The Company had unrecognized tax benefits of $1.6 million as of the date of adoption. The Company did
not record any cumulative effect adjustment to retained earnings as a result of adopting FIN 48. As of December 31, 2008, the Company had unrecognized tax benefits of $1.8 million. Of the $1.8 million of unrecognized tax benefits at the end of
2008, none would impact the effective tax rate if recognized.



Trimeris is subject to income taxes in the United States and North Carolina. The number of open years varies based on the statute of limitations for each jurisdiction. As of December 31, 2008, all years prior to January 1, 2005
are closed. Currently, Trimeris has no agreements with either taxing authority extending the statute.



Following is a reconciliation of the beginning and ending amount of unrecognized tax benefits for 2008 and 2007:



|                                                          |  |      |       |      |   |      
|--------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                          |  | 2008 |       | 2007
|In thousands of dollars                                   |  |      |       |     
|Beginning balance                                         |  | $    | 1,712 |      | $ | 1,553
|Additions for tax positions taken during prior years      |  |      |      |      |   |     
|Reductions for tax positions taken during prior years     |  |      |      |      |   |     
|Additions for tax positions taken during the current year |  |      | 38    |      |   | 159  
|Settlements                                               |  |      |      |      |   |     
|Expiration of statutes of limitations                     |  |      |      |      |   |     
|                                                          |  |      |       |      |   |      
|Ending balance                                            |  | $    | 1,750 |      | $ | 1,712
|                                                          |  |      |       |      |   |      



F-22



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



During the next 12 months, the Company does not anticipate any significant changes to the total
amount of unrecognized tax benefits.



The Company does not
accrue interest and penalties related to these unrecognized tax benefits because the unrecognized tax benefits would not result in the cash payment of additional tax.



The reasons for the difference between the actual income tax (benefit) expense for the years ended December 31, 2008,
2007 and 2006 and the amount computed by applying the statutory federal income tax rate to income before taxes is as follows (in thousands):



|                                                          |  |      |        |   |                     |         |   |      |   |        |                     |  |        |      |  |   |                     |   |  |        |  
|--------------------------------------------------------- |  | ---- | ------ | - | ------------------- | ------- | - | ---- | - | ------ | ------------------- |  | ------ | ---- |  | - | ------------------- | - |  | ------ | -
|                                                          |  | 2008 |        |   | % of Pre-tax Income |         |   | 2007 |   |        | % of Pre-tax Income |  |        | 2006 |  |   | % of Pre-tax Income |  
|Income tax expense at statutory rate                      |  | $    | 2,615  |   |                     | 34.00   | % |      | $ | 9,730  |                     |  | 35.00  | %    |  | $ | 2,520               |   |  | 34.00  | %
|State income taxes, net of federal benefit                |  |      |       |   |                     | 0.00    | % |      |   | (407   | )                   |  | -1.47  | %    |  |   | 95                  |   |  | 1.28   | %
|Non-deductible meals and entertainment expenses and other |  |      | 1      |   |                     | 0.01    | % |      |   | (37    | )                   |  | -0.13  | %    |  |   | 51                  |   |  | 0.69   | %
|Non-deductible compensation                               |  |      | 233    |   |                     | 3.03    | % |      |   | 234    |                     |  | 0.84   | %    |  |   | 966                 |   |  | 13.04  | %
|Research credit                                           |  |      | (70    | ) |                     | -0.91   | % |      |   |       |                     |  | 0.00   | %    |  |   | (376                | ) |  | -5.08  | %
|Expiration of stock options and other items               |  |      | 1,446  |   |                     | 18.80   | % |      |   |       |                     |  | 0.00   | %    |  |   |                    |   |  | 0.00   | %
|Change in federal portion of valuation allowance          |  |      | (7,755 | ) |                     | -100.84 | % |      |   | (9,144 | )                   |  | -32.89 | %    |  |   | (2,981              | ) |  | -40.22 | %
|Change in effective rate                                  |  |      | 3,211  |   |                     | 41.76   | % |      |   |       |                     |  | 0.00   | %    |  |   |                    |   |  | 0.00   | %
|                                                          |  |      |        |   |                     |         |   |      |   |        |                     |  |        |      |  |   |                     |   |  |        |  
|Income tax (benefit) expense                              |  | $    | (319   | ) |                     | -4.15   | % |      | $ | 376    |                     |  | 1.35   | %    |  | $ | 275                 |   |  | 3.71   | %
|                                                          |  |      |        |   |                     |         |   |      |   |        |                     |  |        |      |  |   |                     |   |  |        |  



8.    EMPLOYEE
BENEFIT PLANS



401(k) Plan



The Company sponsors a 401(k) Profit Sharing Plan (the 401(k)
Plan) under Section 401 (k) of the Internal Revenue Code covering all qualified employees. Participants may elect a salary reduction from 1% to 75% as a contribution to the 401(k) Plan, up to the annual Internal Revenue Service
allowable contribution limit. Modifications of the salary reductions may be made monthly. The 401(k) Plan permits the Company to match participants contributions. Beginning in 1998, the Company has matched up to 100% of a participants
contributions with Company stock, provided the participant was employed on the last day of the year. The number of shares issued is based on the contributions to be matched divided by the closing price of the Companys stock on the last trading
day of the year. During 2008, 48,000 shares were issued, and compensation expense of $64,000 was recognized. During 2007, 44,000 shares were issued, and compensation expense of $305,000 was recognized. During 2006, 59,000 shares were issued, and
compensation expense of $745,000 was recognized. These shares vest ratably based on a participants years of service and are fully vested after four years of service.



The normal retirement age shall be the later of a participants 65th birthday or the fifth anniversary of the first day of the 401(k)
Plan year in which participation commenced. The 401(k) Plan does not have an early retirement provision.



Post-Retirement Health Insurance Continuation Plan



In June 2001, the Company adopted a post-retirement health insurance continuation plan (the Plan). Employees who have achieved the eligibility
requirements of 60 years of age and 10 years of service are eligible to participate in the Plan. The Plan provides participants the opportunity to continue participating in the Companys group health plan after their date of retirement.
Participants will pay the cost of health insurance premiums for this coverage, less any contributions by the Company; this amount was previously capped at $300 per month per participant. In November 2003, the Plan was amended and the limit on
contributions by the Company was changed to 50% of the health insurance premium for the employee and his or her spouse.



F-23



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



In December 2007, the Plan was terminated. As a result, the Company reduced the associated liability
to $165,000 at December 31, 2007. The remaining liability relates to benefit obligations that existed prior to the termination of the Plan.



SFAS 158



On December 31, 2006, the Company adopted the recognition and disclosure provisions of SFAS 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans. SFAS 158 required the Company to recognize the funded status (i.e., the difference between the fair value of plan assets and the accumulated postretirement benefit obligation) of its
postretirement plan in the December 31, 2006 balance sheet, with a corresponding adjustment to accumulated other comprehensive loss.



Included in accumulated other comprehensive income at December 31, 2008 are the following amounts that have not yet been recognized in net periodic
benefit cost: unrecognized prior service costs of $51,000 and unrecognized actuarial gains of $266,000. The prior service cost and actuarial gain included in accumulated other comprehensive income and expected to be recognized in net periodic
benefit cost during the year ending December 31, 2009 is $5,000 and $15,000, respectively.



Reconciliation of Funded Status and Accumulated Postretirement Benefit Obligation



The reconciliation of the beginning and ending balances of the projected postretirement benefit obligation and the fair
value of plan assets for the years ended December 31, 2008 and 2007, and the accumulated postretirement benefit obligation at December 31, 2008 and 2007, is as follows (in thousands):



|                                                       |  |              |     |   |      |   |      |  
|------------------------------------------------------ |  | ------------ | --- | - | ---- | - | ---- | -
|                                                       |  | December 31, |    
|                                                       |  | 2008         |     |   | 2007 |  
|Change in Postretirement Benefit Obligation            |  |              |     |   |      |   |      |  
|Postretirement benefit obligation at beginning of year |  | $            | 165 |   |      | $ | 415  |  
|Service cost                                           |  |              |    |   |      |   | 53   |  
|Interest cost                                          |  |              | 10  |   |      |   | 25   |  
|Actuarial (gain) loss                                  |  |              | (63 | ) |      |   | 19   |  
|Benefits paid                                          |  |              | (24 | ) |      |   | (11  | )
|Special termination benefit                            |  |              |    |   |      |   | 83   |  
|Curtailments                                           |  |              |    |   |      |   | (419 | )
|                                                       |  |              |     |   |      |   |      |  
|Postretirement benefit obligation at end of year       |  | $            | 88  |   |      | $ | 165  |  
|                                                       |  |              |     |   |      |   |      |  



There were no plan
assets as of December 31, 2008 and 2007. Consequently, the plan was fully unfunded as of these dates. The accrual of the unfunded balances is included in accrued compensation- short-term and long-term, respectively, as of December 31, 2008
and 2007.



The components of net periodic post-retirement
benefits cost and the significant assumptions of the Plan for 2008, 2007 and 2006 consisted of the following (in thousands):



|                                    |  |      |     |   |      |   |     |      |  |   |     |  
|----------------------------------- |  | ---- | --- | - | ---- | - | --- | ---- |  | - | --- | -
|                                    |  | 2008 |     |   | 2007 |   |     | 2006 | 
|Service cost                        |  | $    |    |   |      | $ | 53  |      |  | $ | 74  |  
|Interest cost                       |  |      | 10  |   |      |   | 25  |      |  |   | 18  |  
|Amortization of net actuarial gain  |  |      | (10 | ) |      |   | (10 | )    |  |   | (17 | )
|Amortization of prior service costs |  |      | 5   |   |      |   | 16  |      |  |   | 24  |  
|Curtailments                        |  |      |    |   |      |   | 243 |      |  |   | (47 | )
|                                    |  |      |     |   |      |   |     |      |  |   |     |  
|Total                               |  | $    | 5   |   |      | $ | 327 |      |  | $ | 52  |  
|                                    |  |      |     |   |      |   |     |      |  |   |     |  



F-24



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



The Plans funded status as of December 31, 2008 and 2007 is as follows:



|                                                      |  |      |      |   |      |   |      |  
|----------------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|                                                      |  | 2008 |      |   | 2007 |  
|Accumulated post-retirement benefit obligation (APBO) |  | $    | (88  | ) |      | $ | (165 | )
|Unrecognized prior service cost                       |  |      | 51   |   |      |   | 56   |  
|Unrecognized net gain                                 |  |      | (266 | ) |      |   | (213 | )
|                                                      |  |      |      |   |      |   |      |  
|Accrued post-retirement benefit cost                  |  | $    | (303 | ) |      | $ | (322 | )
|                                                      |  |      |      |   |      |   |      |  



The accumulated
post-retirement benefit obligation (APBO) was determined using a discount rate of 5.75% and 6.00% at December 31, 2008 and 2007. This rate is determined based on high-quality fixed income investments that match the duration of the
expected retiree medical benefits. The Company has typically used the corporate Aa bond rate for this assumption. An assumed annual medical trend rate of 9% was used beginning in 2008, reducing by 1% per year to an ultimate rate of 5% in 2012.
A 1% increase in the trend factors would increase the projected APBO by approximately $10,000 and would increase the service and interest cost components by approximately $600. A 1% decrease in the trend factors would decrease the projected APBO by
approximately $8,000 and would decrease the service and interest cost components by approximately $500.



The expected future benefit payments under the plan (in thousands) are as follows:



|               |  |        |    
|-------------- |  | ------ | ---
|Year(s) ending |  | Amount
|2009           |  | $      | 13 
|2010           |  |        | 9  
|2011           |  |        | 9  
|2012           |  |        | 10 
|2013           |  |        | 10 
|2014 to 2018   |  |        | 50 
|               |  |        |    
|Total          |  | $      | 101
|               |  |        |    



9.    ROCHE
COLLABORATION



The Development and License
Agreement



In July 1999, the Company entered into the
Development and License Agreement with Roche to develop and commercialize T-20, currently marketed as FUZEON, whose generic name is enfuvirtide, and T-1249, or a replacement compound. The Development and License Agreement has been amended several
times, most recently in March 2007, when the agreement was amended to only cover the development and commercialization of FUZEON. The Development and License Agreement will effectively terminate upon the expiration of the last relevant patent
covering FUZEON.



The Development and License Agreement, as
amended, grants Roche an exclusive, worldwide license for FUZEON. Under this agreement, a joint management committee consisting of members from Trimeris and Roche oversees the strategy for the collaboration. Roche may terminate its license for a
particular country in its sole discretion with advance notice. In addition, the Development and License Agreement gives Roche significant control over important aspects of the commercialization of FUZEON, including, but not limited to, pricing,
sales force activities and promotional activities. Under the Development and License Agreement, Roche cannot adopt a budget for the marketing of FUZEON above certain limits without the agreement of the Company.



As mentioned above, in March 2007, the Company entered into an agreement with
Roche that amends the terms of both the Development and License Agreement and the Research Agreement (defined below). This amendment states that all intellectual property that was formerly shared between the companies, other than intellectual
property related to



F-25



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



FUZEON, shall now belong solely to Trimeris. The returned intellectual property covers both research and development stage molecules, including T-1249.
Currently, there are no patients being treated with T-1249. Following the March 2007 amendment, Roche is only responsible for one remaining $5.0 million milestone under the Development and License Agreement payable upon the achievement of a certain
cumulative twelve month sales threshold for FUZEON in the United States and Canada.



Manufacturing Amendment



In 2005, the Company entered into a Manufacturing Amendment with Roche setting forth certain rights and responsibilities with respect to the manufacture and sale of FUZEON. The Manufacturing Amendment amends and supplements the terms of the
Development and License Agreement and addresses several aspects of the parties collaboration related to the manufacture of FUZEON. According to the terms of the Manufacturing Amendment, Roche will be responsible for all decisions regarding
future FUZEON manufacturing volume, including management of the inventory supply chain. Subject to certain exceptions, Roche will therefore be financially responsible for all write-offs of expired Product (as defined in the Development and License
Agreement) sold in the U.S. and Canada. In addition, Roche will be responsible for write-offs of all supply chain materials not currently in inventory as of the date of execution of the Manufacturing Amendment and the collaborations Joint
Steering Committee will determine the schedule for converting supply chain materials that are in inventory as of that date into product.



The Manufacturing Amendment also sets forth the terms for which Roche-owned, FUZEON manufacturing equipment and facilities in Boulder may be used for the
manufacture of other products. In addition, the Manufacturing Amendment provides for Trimeris payment of certain pre-launch inventory carrying costs related to the sale of FUZEON and Roches payment to Trimeris of an outstanding
manufacturing milestone payment under the collaboration. The Manufacturing Amendment also outlines certain methodologies for the allocation of standard cost variances between the parties, the sharing of financial data related to FUZEON
manufacturing, and the methodology for calculating currency conversions.



Cost of Goods Sold



In
the fourth quarter of 2007, the Company entered into discussions with Roche related to the models used to calculate cost of goods sold for FUZEON. During the course of the discussions, the Company and Roche concluded that the models being used
resulted in an overestimate in the costs of goods sold being charged to the collaboration. As a result, the collaboration received a credit of approximately $10.9 million, of which Trimeris share was approximately $5.5 million, for over
charges to FUZEON cost of goods sold during the period from 2003 to 2006. The credit appears in the calculation of collaboration income for the fourth quarter of 2007.



Cost of goods sold is dependent on many factors, which are outside of the Companys control, including plant utilization, staffing
levels and purchasing volumes. Therefore, the Company cannot accurately determine if future cost of goods sold as a percentage of net sales will increase, decrease or remain the same.



Development Expenses



Under the Development and License Agreement, development costs for FUZEON are shared equally. Development typically includes certain clinical and
pre-clinical studies performed on a clinical candidate compound, as well as post-marketing commitments related to approved drugs. Both Roche and Trimeris incur development costs for FUZEON. Quarterly, the companies reconcile the amounts expended and
one party pays the other party on a 50/50 basis. Roche holds the Investigational New Drug (IND) and the New Drug Application (NDA) for FUZEON and is responsible for all regulatory issues, maintenance activities and
communications with the FDA. Development expenses pertaining to the United States and Canada are included in the Companys statements of operations as operating expenses under Research and Development.



F-26



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



Research, or the process of identifying clinical candidates, is generally distinct from the advanced
testing of these compounds, a process referred to herein as development (see discussion above Development Expenses). In the Companys collaboration with Roche, the identification of compounds that may become clinical candidates had
been governed by a separate research agreement and the work by the parties was performed according to an agreed upon research plan. In 2001, the Company entered into a research agreement (the Research Agreement) with Roche to discover,
develop and commercialize novel generations of HIV fusion inhibitor peptides. In addition, the Company has the option to participate in the co-development and commercialization of certain Roche-developed fusion inhibitor peptides. In order to
exercise its option, the Company must pay Roche a one-time, lump sum payment of $4.5 million, per candidate.



In March 2007, the Company entered into an agreement with Roche that amended the terms of the Research Agreement whereby all rights, joint patents and
other intellectual property rights to the NGFI peptides falling under the Research Agreement, which includes the lead drug candidate, TRI-1144, reverted to Trimeris. As a result of this agreement, the Company accelerated revenue recognition for
those milestones being amortized over the length of the research and development period of the NGFI peptides because the period of joint development has ended. The acceleration of these milestones resulted in $8.7 million of additional milestone
revenue during the first quarter of 2007. Under this agreement, the Company has maintained the option to participate in the co-development and commercialization of certain Roche-developed fusion inhibitor peptides, as described in the preceding
paragraph.



10.    COMMITMENTS AND CONTINGENCIES



The Company is involved in certain claims arising in the
ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial position or results of operations of the Company.



Under the Development and License Agreement, Trimeris and Roche are obligated
to share the future development expenses for FUZEON for the United States and Canada.



On November 20, 2007, the Company was informed that Novartis Vaccines and Diagnostics, Inc. (Novartis) had filed suit against Hoffman-La Roche Inc., Roche Laboratories Inc., Roche Colorado Corp., and
F. Hoffman-La Roche LTD. (collectively the Roche Entities) and Trimeris alleging infringement of Novartis U.S. Patent No. 7,285,271 B1, entitled Antigenic Composition Comprising an HIV gag or env Polypeptide (the
271 Patent) related to the manufacture, sale and offer for sale of FUZEON. The lawsuit was filed in the Eastern District of Texas (Marshal Division). FUZEON is an innovative HIV fusion inhibitor that was approved in 2003, having
been developed by Roche in collaboration with the Company.



The
271 Patent that is the subject of the infringement suit was granted to Novartis on October 23, 2007. On March 7, 2008, the Company received formal service of the complaint in this case and on May 29, 2008, Roche and Trimeris
filed an answer and counterclaim requesting relief on several grounds including non-infringement, patent invalidity, unenforceability and double-patenting. Also on May 29, 2008, Roche and Trimeris filed a motion to transfer venue to the Eastern
District of North Carolina or, in the alternative, dismiss Trimeris pursuant to the Federal Rules of Civil Procedure. On July 30, 2008, Novartis filed an answer to the Roche-Trimeris counterclaims. On August 1, 2008, Roche and Trimeris
filed a reply in support of Trimeris motion to transfer. On September 3, 2008, the Court dismissed the Roche-Trimeris motion for transfer of venue without prejudice. On October 10, 2008, Roche and Trimeris filed a renewed motion to
transfer. On February 3, 2009, the Court issued a ruling denying the Companys renewed motion to transfer or in the alternative dismiss. On March 3, 2009, Trimeris and the Roche filed invalidity contentions with the court. In
connection with its suit, Novartis is seeking unspecified money damages, attorneys fees and injunctive relief which, if successful, would prevent Roche and Trimeris from manufacturing and selling FUZEON. No trial date has been scheduled
and the outcome of this matter cannot be determined at this time.



F-27



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



11.    REDUCTION IN WORKFORCE



During November 2006, the Company announced a shift in strategic emphasis
and reorganization to focus on FUZEON profitability and research and early stage development. With this shift in strategic emphasis, the Company reduced its workforce by approximately 25% and recognized expense of $3.2 million for severance and
other costs in the fourth quarter of 2006.



During March 2007,
as a continued part of the shift in strategic emphasis, the Company reduced its workforce by approximately 25% and recognized expense of $4.3 million for severance and other costs in the first quarter of 2007. Of this $4.3 million, $870,000 was
related to the acceleration of vesting of restricted stock and is excluded from the table below (see footnote 6 Stock Based Compensation for further explanation).



During April 2007, as a continued part of the shift in strategic emphasis, the Company reduced its workforce by
approximately 7% and recognized expense of $77,000 for severance and other costs in the second quarter of 2007.



During December 2007, the Company implemented a reduction in force in connection with its 2008 strategic plan. The 2008 strategic plan was designed to
maximize cash flows from FUZEON, while also advancing TRI-1144 to a value creating milestone. In connection with the strategic plan and as a result of the reduction in force, the Company will no longer staff any research and development functions.
The Company recognized expense of $1.7 million for severance and other costs during the fourth quarter of 2007 related to this 2008 strategic plan.



Following is a summary of activity related to the 2007 and 2006 restructuring accruals (in thousands):



|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|----------------------------- |  | ------------------------- | ------ | - | ------------------------- | - | ------ | ----- |  | - | ------ | -
|                              |  | Severance andBenefits2006 |        |   | Severance andBenefits2007 |   |        | Total | 
|2006 severance charge         |  | $                         | 3,161  |   |                           | $ |       |       |  | $ | 3,161  |  
|Payments                      |  |                           | (64    | ) |                           |   |       |       |  |   | (64    | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at December 31, 2006  |  |                           | 3,097  |   |                           |   |       |       |  |   | 3,097  |  
|2007 severance charge         |  |                           |       |   |                           |   | 3,344  |       |  |   | 3,344  |  
|Adjustments                   |  |                           | 130    |   |                           |   |       |       |  |   | 130    |  
|Payments                      |  |                           | (1,061 | ) |                           |   |       |       |  |   | (1,061 | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at March 31, 2007     |  |                           | 2,166  |   |                           |   | 3,344  |       |  |   | 5,510  |  
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|2007 severance charge         |  | $                         |       |   |                           | $ | 77     |       |  | $ | 77     |  
|Adjustments                   |  |                           | (66    | ) |                           |   |       |       |  |   | (66    | )
|Payments                      |  |                           | (440   | ) |                           |   | (543   | )     |  |   | (983   | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at June 30, 2007      |  |                           | 1,660  |   |                           |   | 2,878  |       |  |   | 4,538  |  
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Adjustments                   |  |                           | 2      |   |                           |   | (92    | )     |  |   | (90    | )
|Payments                      |  |                           | (676   | ) |                           |   | (246   | )     |  |   | (922   | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at September 30, 2007 |  |                           | 986    |   |                           |   | 2,540  |       |  |   | 3,526  |  
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|2007 severance charge         |  | $                         |       |   |                           |   | 1,688  |       |  |   | 1,688  |  
|Adjustments                   |  |                           | (35    | ) |                           |   | (9     | )     |  |   | (44    | )
|Payments                      |  |                           | (384   | ) |                           |   | (667   | )     |  |   | (1,051 | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at December 31, 2007  |  | $                         | 567    |   |                           | $ | 3,552  |       |  | $ | 4,119  |  
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Adjustments                   |  |                           | 5      |   |                           |   | 101    |       |  |   | 106    |  
|Payments                      |  |                           | (528   | ) |                           |   | (2,834 | )     |  |   | (3,362 | )
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  
|Balance at December 31, 2008  |  | $                         | 44     |   |                           | $ | 819    |       |  | $ | 863    |  
|                              |  |                           |        |   |                           |   |        |       |  |   |        |  



F-28



---

##### Table of Contents

TRIMERIS, INC.



NOTES TO FINANCIAL STATEMENTSCONTINUED



12.    SPECIAL DIVIDEND



On May 8, 2008, the Companys Board of Directors declared a one-time special cash dividend of $1.50 per share of
common stock to stockholders of record on May 22, 2008. On August 6, 2008, the Board of Directors approved a downward adjustment to the exercise price of all stock options existing prior to May 22, 2008 of $1.14. The downward
adjustment to the exercise price of all stock options had no impact on the financial statements.



On December 9, 2008, the Companys Board of Directors declared a one-time special cash dividend of $1.00 per share of common stock to
stockholders of record on December 19, 2008. The dividend was paid on December 29, 2008. The Board of Directors subsequently approved a downward adjustment to the exercise price of all stock options existing prior to December 19, 2008
of $0.91. The downward adjustment to the exercise price of all stock options had no impact on the financial statements.



F-29



---

##### Table of Contents

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.



|               |  |                                            
|-------------- |  | -------------------------------------------
|               |  | Trimeris, Inc. (Registrant)                
|               | 
|March 12, 2009 |  | /s/    MARTIN A.
MATTINGLY                 
|               |  | Martin A. Mattingly Chief Executive Officer
|              



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                              |  |                                                                      |  |               
|--------------------------------------------- |  | -------------------------------------------------------------------- |  | --------------
|Signature                                     |  | Capacity                                                             |  | Date          
|                                              |  |                                                                     
|/s/    MARTIN MATTINGLY
Martin A. Mattingly   |  | Chief Executive Officer and Director                                 |  | March 12, 2009
|                                              |  |                                                                     
|/s/    ANDREW L. GRAHAM
Andrew L. Graham      |  | Chief Financial Officer and Secretary (principal accounting officer) |  | March 12, 2009
|                                              |  |                                                                     
|/s/    ARTHUR B. COHEN
Arthur B. Cohen        |  | Director                                                             |  | March 12, 2009
|                                              |  |                                                                     
|/s/    STEPHEN R. DAVIS
Stephen R. Davis.     |  | Director                                                             |  | March 12, 2009
|                                              |  |                                                                     
|/s/    FELIX J. BAKER
Felix J. Baker          |  | Director                                                             |  | March 12, 2009
|                                              |  |                                                                     
|/s/    JULIAN C. BAKER
Julian C. Baker        |  | Director                                                             |  | March 12, 2009
|                                              |  |                                                                     
|/s/    BARRY D. QUART
Barry D. Quart, PharmD. |  | Director                                                             |  | March 12, 2009
|                                              |  |                                                                     
|/s/    JOSEPH P. HEALEY
Joseph P. Healey      |  | Director                                                             |  | March 12, 2009



S-1



---

##### Table of Contents

EXHIBIT INDEX



|(a) | Exhibits
|--- | --------



|         |  |                                                                                                                                                                                                                                                                               
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | 
|3.1(n)   |  | Second Amended and Restated Bylaws of the Registrant.                                                                                                                                                                                                                         
|         | 
|3.2(n)   |  | Fifth Amended and Restated Certificate of Incorporation of the Registrant                                                                                                                                                                                                     
|         | 
|4.1*     |  | Specimen certificate for shares of Common Stock.                                                                                                                                                                                                                              
|         | 
|4.2(n)   |  | Description of Capital Stock (contained in the Fifth Amended and Restated Certificate of Incorporation of the Corporation of the Registrant, filed as Exhibit 3.2).                                                                                                           
|         | 
|10.1*    |  | License Agreement dated February 3, 1993, between the Registrant and Duke University.                                                                                                                                                                                         
|         | 
|10.2(p)  |  | Trimeris, Inc. Amended and Restated Stock Incentive Plan.                                                                                                                                                                                                                    
|         | 
|10.3*    |  | Trimeris, Inc. Employee Stock Purchase Plan.                                                                                                                                                                                                                                 
|         | 
|10.4*    |  | Sixth Amended and Restated Registration Rights Agreement dated June 27, 1997, by and among the Registrant and certain stockholders of the Registrant.                                                                                                                         
|         | 
|10.5*    |  | Form of Indemnification Agreements.                                                                                                                                                                                                                                           
|         | 
|10.6*    |  | License Agreement dated September 9, 1997 between the Registrant and The New York Blood Center.                                                                                                                                                                               
|         | 
|10.7(e)  |  | Poyner & Spruill, L.L.P. Defined Contribution Prototype Plan and Trust for the Trimeris, Inc. Employee 401(k) Plan.                                                                                                                                                          
|         | 
|10.8(e)  |  | Adoption Agreement for the Trimeris, Inc. Employee 401(k) Plan.                                                                                                                                                                                                              
|         | 
|10.9(g)  |  | Executive Employment Agreement by and between Trimeris, Inc. and Steven Skolsky dated September 8, 2004.                                                                                                                                                                     
|         | 
|10.10(g) |  | Incentive Stock Option Agreement by and between Trimeris, Inc. and Steven Skolsky dated September 9, 2004.                                                                                                                                                                   
|         | 
|10.11(g) |  | Restricted Stock Agreement by and between Trimeris, Inc. and Steven Skolsky dated September 9, 2004.                                                                                                                                                                         
|         | 
|10.12(a) |  | Development and License Agreement between Trimeris and Hoffmann-La Roche dated July 1, 1999 (Portions of this exhibit have been omitted pursuant to an order of the Commission granting
confidential treatment.).                                                             
|         | 
|10.13(a) |  | Financing Agreement between Trimeris, Inc. and Roche Finance Ltd. dated as of July 9, 1999.                                                                                                                                                                                   
|         | 
|10.14(a) |  | Registration Rights Agreement between Trimeris, Inc. and Roche Finance Ltd. dated as of July 9, 1999.                                                                                                                                                                         
|         | 
|10.15(f) |  | Sublease Agreement between Trimeris, Inc. and PPD Development, LP dated June 30, 2004.                                                                                                                                                                                        
|         | 
|10.16(f) |  | Lease Agreement and Amendments between PPD Development, LP (formerly PPD Pharmaco, Inc.) and Weeks Realty, LP relating to Sublease Agreement filed as Exhibit 10.15 hereto.                                                                                                   
|         | 
|10.17(b) |  | Research Agreement between Trimeris, Inc., F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. dated January 1, 2000 (Portions of this exhibit have been omitted pursuant to an order of the
Commission granting confidential treatment.).                                    
|         | 
|10.18(c) |  | Form of Purchase Agreement dated as of May 7, 2001 by and between Trimeris, Inc. and the purchasers set forth on the signature page thereto.                                                                                                                                  
|         | 
|10.19(h) |  | First Amendment to the Research Agreement by and between Trimeris, Inc. and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. dated November 13, 2003. (Portions of this exhibit have been
omitted pursuant to an order of the Commission granting confidential treatment.)
|         | 
|10.20(d) |  | Form of Purchase Agreement dated as of January 23, 2002 by and between Trimeris, Inc. and the purchasers set forth on the signature page thereto.                                                                                                                             
|         | 
|10.21(f) |  | Rescission of the Amendment to the Development and License Agreement dated July 12, 2004 by and between Trimeris, Inc., F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc.                                                                                                   



S-2



---

##### Table of Contents

|         |  |                                                                                                                                                                                                                                                                                                                                                    
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | 
|10.22(i) |  | Amendment to the Development and License Agreement between Trimeris, Inc. and Hoffman-La Roche dated on July 12, 2004. (Portions of this exhibit have been omitted pursuant to an order of the
Commission granting confidential treatment.)                                                                                                        
|         | 
|10.23(j) |  | Description of non-management director compensation arrangements.                                                                                                                                                                                                                                                                                  
|         | 
|10.24(k) |  | Letter Agreement between Trimeris, Inc. and Roche Laboratories, Inc. dated May 12, 2005. (Portions of this exhibit have been omitted pursuant to an order of the Commission granting
confidential treatment.)                                                                                                                                      
|         | 
|10.25(l) |  | License Agreement between The Regents of the University of California and Hoffman-La Roche Inc. and Trimeris, Inc. for Method for Preventing and Treating a Viral Condition by Inhibiting
Membrane Fusion dated June 27, 2005. (Portions of this exhibit have been omitted pursuant to an order of the Commission granting confidential treatment.)
|         | 
|10.26(m) |  | Letter of Amendment with F. Hoffman-La Roche, Ltd. and Hoffman-La Roche Inc. dated September 2, 2005. (Portions of this exhibit have been omitted pursuant to an order of the Commission
granting confidential treatment.)                                                                                                                         
|         | 
|10.27(o) |  | Trimeris, Inc. Incentive Pay Plan.                                                                                                                                                                                                                                                                                                                
|         | 
|10.28(q) |  | Second Amendment to the Research Agreement between F. Hoffman-La Roche Ltd. and Hoffman-La Roche Inc. and Trimeris, Inc. (effective as of December 31, 2005)                                                                                                                                                                                       
|         | 
|10.29(r) |  | Amended and Restated Severance Pay Plan, effective December 3, 2006                                                                                                                                                                                                                                                                                
|         | 
|10.30(s) |  | Third Amendment to the Research Agreement between F. Hoffman-La Roche, Ltd. and Hoffman-La Roche Inc. and Trimeris, Inc. (effective as of August 15, 2006)                                                                                                                                                                                         
|         | 
|10.31(t) |  | Letter of Agreement between Trimeris, Inc. and F. Hoffman-La Roche, Ltd. dated March 13, 2007                                                                                                                                                                                                                                                      
|         | 
|10.32(u) |  | Executive Employment Agreement by and between Trimeris, Inc. and Dani P. Bolognesi dated March 9, 2007                                                                                                                                                                                                                                            
|         | 
|10.33(u) |  | Executive Employment Agreement by and between Trimeris, Inc. and Robert R. Bonczek dated March 9, 2007                                                                                                                                                                                                                                            
|         | 
|10.34(v) |  | Letter Agreement by and between Dani P. Bolognesi and Trimeris, Inc. dated March 14, 2007                                                                                                                                                                                                                                                         
|         | 
|10.35(v) |  | Settlement Agreement and Release by and between Dani P. Bolognesi and Trimeris, Inc. dated March 15, 2007                                                                                                                                                                                                                                          
|         | 
|10.36(v) |  | Letter Agreement by and between Robert R. Bonczek and Trimeris, Inc. dated March 14, 2007                                                                                                                                                                                                                                                         
|         | 
|10.37(v) |  | Settlement Agreement and Release by and between Robert R. Bonczek and Trimeris, Inc. dated March 15, 2007                                                                                                                                                                                                                                          
|         | 
|10.38(w) |  | Executive Employment Agreement between Trimeris, Inc. and Carol Ohmstede dated August 1, 2006                                                                                                                                                                                                                                                     
|         | 
|10.39(w) |  | Letter Agreement between Trimeris, Inc. and Carol Ohmstede dated August 1, 2007                                                                                                                                                                                                                                                                   
|         | 
|10.40(w) |  | Letter Agreement between Trimeris, Inc. and Andrew L. Graham dated August 1, 2007                                                                                                                                                                                                                                                                 
|         | 
|10.41(w) |  | Executive Engagement Agreement between Trimeris, Inc., Hickey & Hill, Inc. and E. Lawrence Hill, Jr. dated August 2, 2007                                                                                                                                                                                                                         
|         | 
|10.42(w) |  | Executive Engagement Agreement between Trimeris, Inc., Hickey & Hill, Inc. and Daniel Ratto dated August 2, 2007                                                                                                                                                                                                                                  
|         | 
|10.43(x) |  | Letter Agreement between Trimeris, Inc. and Roche Laboratories Inc., dated October 5, 2007                                                                                                                                                                                                                                                         
|         | 
|10.44(y) |  | Executive Employment Agreement by and between Trimeris, Inc. and Martin A. Mattingly dated November 14, 2007                                                                                                                                                                                                                                      
|         | 
|10.45(z) |  | Executive Employment Agreement by and between Trimeris, Inc. and Andrew L. Graham dated January 24, 2008                                                                                                                                                                                                                                          
|         | 
|10.46(z) |  | Executive Employment Agreement by and between Trimeris, Inc. and Michael A. Alrutz dated January 24, 2008                                                                                                                                                                                                                                         
|         | 
|10.47    |  | Trimeris, Inc. 2007 Stock Incentive Plan                                                                                                                                                                                                                                                                                                          



S-3



---

##### Table of Contents

|      |  |                                                                               
|----- |  | ------------------------------------------------------------------------------
|10.48 |  | Trimeris, Inc. 2007 Stock Incentive Planform of Option Agreement            
|      | 
|10.49 |  | Trimeris, Inc. 2007 Employee Stock Purchase Plan                             
|      | 
|23    |  | Consent of KPMG LLP                                                           
|      | 
|31.1  |  | Rule 13a-14(a) Certification by Martin A. Mattingly as Chief Executive Officer
|      | 
|31.2  |  | Rule 13a-14(a) Certification by Andrew L. Graham as Chief Financial Officer   
|      | 
|32.1  |  | Section 1350 Certification by Martin A. Mattingly as Chief Executive Officer  
|      | 
|32.2  |  | Section 1350 Certification by Andrew L. Graham as Chief Financial Officer     



| | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to
Item 15(a) of this report.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------

|* | Incorporated by reference to Trimeris Registration Statement on Form S-1, as amended (File No. 333-31109) initially filed with the Commission on July 11, 1997.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.
|-- | ----------------------------------------------------------------------------------------------------------------------

|(a) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed with the Commission on August 13, 1999.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed with the Commission on August 13, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on May 11, 2001.
|--- | ------------------------------------------------------------------------------------------------------------

|(d) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on January 30, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------

|(e) | Incorporated by reference to Trimeris Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Commission on March 27, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the Commission on August 9, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on September 10, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------

|(h) | Incorporated by reference to Trimeris Annual Report on Form 10-K/A for the year ended December 31, 2003 filed with the Commission on October 15, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2004 filed with the Commission on October 15, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) | Incorporated by reference to Trimeris Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 11, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on May 12, 2005.
|--- | ------------------------------------------------------------------------------------------------------------

|(l) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on June 27, 2005.
|--- | -------------------------------------------------------------------------------------------------------------

|(m) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on September 26, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------

|(n) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 filed with the Commission on November 8, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(o) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on January 30, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------

|(p) | Incorporated by reference to Trimeris Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Commission on March 10, 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(q) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on February 21, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------

|(r) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on December 7, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------

|(s) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on September 7, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------

|(t) | Incorporated by reference to Trimeris Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Commission on March 16, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



S-4



---

##### Table of Contents

|(u) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on March 15, 2007.
|--- | --------------------------------------------------------------------------------------------------------------

|(v) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on March 20, 2007.
|--- | --------------------------------------------------------------------------------------------------------------

|(w) | Incorporated by reference to Trimeris Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the Commission on August 9, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(x) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on October 11, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------

|(y) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on November 20, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------

|(z) | Incorporated by reference to Trimeris Current Report on Form 8-K filed with the Commission on January 30, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------



All financial statement schedules have been omitted because either they are not required, are
not applicable or the information is otherwise set forth in the Financial Statements and Notes thereto.



S-5