<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
           _________________________________________________________

                                   FORM 10-K

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

For the fiscal year ended September 30, 1996        Commission File No. 1-4430
           _________________________________________________________

                          MAXIM PHARMACEUTICALS, INC.
            (Exact Name of Registrant as specified in its charter)

               Delaware                         87-0279983
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)        Identification Number)

                       3099 Science Park Road, Suite 150
                             San Diego, CA  92121
                                (619) 453-4040
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

           _________________________________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the 
Act:     Common Stock, $.001 Par Value
         Redeemable Common Stock Purchase Warrants
                    (Title of Class)
           _________________________________________________________

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

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  [X]

     The aggregate market value of the voting stock held by persons 
considered by the registrant for this purpose to be nonaffiliates of the 
registrant was approximately $52,535,991 on December 23, 1996, when the 
closing price of such stock, as reported in the American Stock Exchange, was 
$7.875.

     The number of shares outstanding of the registrant's Common Stock, $.001 
par value, as of December 23, 1996 was 6,671,237 shares.

         _____________________________________________________________

                      DOCUMENTS INCORPORATED BY REFERENCE

1.  Certain portions of the Registrant's Annual Report to Stockholders for the
    fiscal year ended September 30, 1996, are incorporated into Part II hereof.

2.  Certain portions of the Registrant's Proxy Statement for its Annual Meeting
    of Stockholders to be held on February 10, 1997, which will be mailed on or
    about January 10, 1997, are incorporated into Part III hereof.

_______________________________________________________________________________
_______________________________________________________________________________

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     THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE 
COMPANY'S BUSINESS AND PRODUCTS AND THEIR PROJECTED PROSPECTS OR QUALITIES.  
SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, PARTICULARLY 
THOSE INHERENT IN THE PROCESS OF DISCOVERING AND DEVELOPING DRUGS THAT CAN BE 
PROVEN TO BE SAFE AND EFFECTIVE FOR USE AS HUMAN THERAPEUTICS AND THE 
ENDEAVOR OF BUILDING A BUSINESS AROUND SUCH POTENTIAL PRODUCTS.  ACTUAL 
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THIS FORM 10-K. 
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE 
NOT LIMITED TO, THOSE DISCUSSED IN THIS FORM 10-K INCLUDING, WITHOUT 
LIMITATION, IN THE SECTION OF ITEM I ENTITLED "RISK FACTORS."  AS A RESULT, 
THE READER IS CAUTIONED NOT TO PLACE RELIANCE ON THESE FORWARD-LOOKING 
STATEMENTS.

                                    PART 1

ITEM 1.   BUSINESS

THE COMPANY

     Maxim Pharmaceuticals, Inc. (the "Company") was incorporated in Delaware 
in 1954 under the name "Wilco Oil & Minerals, Corp." and has existed under 
various names since then.  From 1987 to 1993, the Company operated as a 
medical diagnostics products company under the name "General Biometrics, 
Inc."  In 1993, the Company merged with Syntello Vaccine Development AB 
("SVD"), a Swedish biopharmaceutical company, in an exchange of stock 
accounted for as a reverse acquisition.  Upon completion of the reverse 
acquisition the Company changed its name to "Syntello, Inc." and commenced 
its operations as a biopharmaceutical company.  The Company sold its medical 
diagnostic division in 1994 and sold SVD in July 1996.  Since December 1995 
the Company has operated under the name "Maxim Pharmaceuticals, Inc."

OVERVIEW

     Maxim Pharmaceuticals, Inc. is engaged primarily in the development and 
commercialization of two platform technologies for the prevention and 
treatment of cancer and infectious diseases.  The Company's lead platform 
technology, MAXAMINE-TM-, has demonstrated effectiveness in Phase IIb clinical 
trials for the treatment of malignant melanoma and acute myelogenous 
leukemia.  Pivotal trials are planned for these first two indications and 
additional clinical trials are planned in other cancer types and certain 
infectious diseases.  The Company's second platform technology, MAXVAX-TM-, 
utilizes a mucosal vaccine carrier/adjuvant system intended to establish a 
new class of oral and topical vaccines against a potentially broad range of 
infectious diseases.

     Reference is made to Items 7 and 8 of this Report for further 
information about the business of the Company during the past fiscal year.

MAXAMINE-TM- THERAPY FOR CANCER AND INFECTIOUS DISEASES

     OVERVIEW OF CANCER MARKET.  Cancer comprises a large and diverse group 
of diseases resulting from the uncontrolled proliferation of abnormal 
(malignant) cells.  Most cancers will spread beyond their original sites and 
invade surrounding tissue, and may also metastasize to more distant sites and 
ultimately cause death in the patient unless effectively treated.  To be 
effective, cancer treatment must target not only the primary site and/or 
tumor but also its distant metastases.  CANCER FACTS AND FIGURES, a report 
from the American Cancer Society, states that a total of approximately 
1,250,000 new cases and approximately 550,000 deaths were reported for 
invasive cancers in the United States in 1995, highlighting the prevalence of 
this group of diseases.  Predominant forms of cancer include leukemia and 
lymphoma, breast, lung, urinary, prostate, melanoma, ovarian, colon, rectal 
and brain cancers. The Company estimates that worldwide sales of anticancer 
pharmaceutical products in 1995 were approximately $6 billion.

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<PAGE>

     Traditional methods of treating cancer generally include surgery 
(including laser surgery), radiation therapy, and chemotherapy.  Although 
these techniques have achieved a high rate of success for many cancers, 
particularly when detected in the early stages, each has drawbacks which may 
significantly limit their success in treating certain types and stages of 
cancer.  For example, in many instances cancer will recur even after repeated 
attempts at surgical removal of tumors or other treatment.  Surgery may be 
successful in removing visible tumors but may leave smaller nests of cancer 
cells in the patient which continue to proliferate.  Radiation or 
chemotherapy are relatively imprecise methods for the destruction of cancer 
cells (i.e. such therapies can kill both cancer cells and normal cells) and 
thus have toxic side effects which may themselves be lethal to the patient; 
these toxic side effects may also limit the application of these treatment 
modes to less than optimal levels required to ensure eradication of the 
cancer.

     The high numbers of cancer-related deaths indicate the need for more 
efficacious therapies for many patients.  In addition, the Company believes 
that new cancer therapies will increasingly be required to be more 
cost-effective and allow for alternate site or in-home treatment, and to 
address patient quality of life issues.

     IMMUNE SYSTEM MODULATION AGAINST CANCER AND INFECTIOUS DISEASES.  In 
recent years, research has focused on the immune system's innate ability to 
combat cancer and infectious diseases.  New drugs, vaccines, chemotherapeutic 
agents and advanced radiation therapy technologies are continually being 
developed to enhance the response of the immune system to disease.  Many of 
these technologies, however, have demonstrated significant limitations in 
their ability to treat cancer and certain infectious agents.  These 
limitations include marginal efficacy, adverse side effects and the 
development of drug resistance.

     Since the early 1980's, the cytokines Interleukin-2 ("IL-2") and 
interferon-alpha ("IFN-a") have been studied for the treatment of human 
neoplasia, such as malignant melanoma, renal cell carcinoma and acute 
myelogenous leukemia ("AML").  The medical community held high expectations 
for IL-2 in the treatment of human cancer based on findings that IL-2 
effectively enhances the anti-tumor activity of natural killer-cells 
("NK-cells"), a specialized subset of cells which function to destroy cancer 
cells and virally infected cells.  Although beneficial effects were obtained 
with IL-2 therapy in both experimental animals and in the killing activity of 
human NK-cells IN VITRO, the outcome of the IL-2 clinical trials in human 
cancer have resulted in only 10-15% of patients with melanoma or renal cell 
carcinoma realizing significant objective regression of tumor burden (IFN-a 
has also produced only limited efficacy in human trials).  Moreover, IL-2 
produces severe adverse side-effects at high doses.

     MAXAMINE TECHNOLOGY.  The Company's lead product, MAXAMINE, was designed 
as a combination therapy to strengthen and assist the activity of cytokines 
and may provide more effective therapy for treating certain cancers and 
infectious diseases.  The Company's investigators have described an 
interaction between phagocytes and NK-cells which may explain the generally 
low efficacy rates of cytokines in humans.  Specific signals transmitted by 
phagocytes, a white blood cell prevalent in tumors and in bone marrow, cause 
NK-cells to initiate apoptosis (programmed cell death) thereby destroying 
their cytotoxic capability.  The administration of cytokines, regardless of 
the dosage, can not reverse apoptosis.

     A corresponding discovery is that H2 receptor agonists "block" the 
phagocyte signal that leads to NK-cell death, thereby allowing the NK-cells 
to retain cytotoxic (tumor killing) function in the presence of phagocytic 
cells. The Company's proprietary MAXAMINE therapy is based on the 
administration of an H2 receptor agonist which, when administered in 
combination with NK-cell-activating cytokines such as IL-2 and IFN-a, has the 
potential of effectively combating cancer and infectious diseases.

     The Company is currently sponsoring the testing of MAXAMINE in several 
Phase II clinical trials in Sweden.  The table below sets forth the disease 
indications initially targeted and the status of clinical trials for each 
disease indication and the prevalence of each disease in the United States:

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                        MAXAMINE Clinical Trial Status

                                                               Prevalence of
             INDICATION                   STATUS*              DISEASE IN U.S
             ----------                   -------              --------------
     Malignant Melanoma           Phase II trials ongoing         130,000
     Acute Myelogenous Leukemia   Phase II trials ongoing          10,000
     Renal Cell Carcinoma         Phase I/II trials ongoing        70,000
     Multiple Myeloma             Phase I/II trials ongoing        40,000
     Hepatitis C                  Phase I/II trials planned     4,000,000
     Prostate Adenocarcinoma      Phase I/II trials planned       250,000
__________

* Research with respect to this product is ongoing and the Company cannot
  currently predict when clinical studies for all of the indications shown 
  above will be completed or whether the results of such studies will support 
  the filing of NDAs or PLAs. See "Risk Factors -- No Assurance of Successful 
  Product Development."

     MAXAMINE PHASE II CLINICAL TRIALS IN MALIGNANT MELANOMA.  In Phase II
clinical trials conducted in Sweden at the Sahlgren's University Hospital in
Gothenburg, fifteen patients with advanced metastatic malignant melanoma were
treated with a high-dose regimen of IL-2 together with daily injections of IFN-
in five-day cycles.  Eight of these patients were given MAXAMINE injections
twice daily during treatment with IL-2 and IFN-a.  In the seven patients who did
not receive MAXAMINE, one objective response (defined as a >50% reduction of
the total tumor burden) was observed in a patient with skin and lymph node
melanoma.  In contrast, in the eight MAXAMINE-treated patients, four objective
responses of overall tumor burden were observed.  Two other patients showed
regression at one site of metastasis but tumors remained unchanged at other
sites.  Notably, two of the MAXAMINE-treated patients showed complete
resolution of extensive liver metastasis.  Sites of response in MAXAMINE-
treated patients also included skin, lymph nodes, skeleton, spleen, and muscle.
In patients receiving MAXAMINE, there was statistically significant improvement
in survival.  One Maxamine-treated patient remains completely free of
detectable disease more than three years after the onset of MAXAMINE therapy.

                MAXAMINE Clinical Study in Malignant Melanoma*
                         Single-Center Clinical Trial

                     Objective     Mixed      Local
    TREATMENT        RESPONSE 1   RESPONSE   RESPONSES    SURVIVAL 2
    ---------        ----------   --------   ---------    ----------
    Control 3           1/7         0/7        2/16       6.8 Months
    MAXAMINE            4/8         2/8       11/15      14.7 Months
__________

* Results of this study were published in Cancer Immunology and
  Immunotherapy (1994) 39:416-419.

1 Greater than 50% reduction in tumor size in accordance with the definition of
  an objective response.

2 Prolonged survival following treatment in combination therapy using MAXAMINE
  was statistically significant (i.e., resulted in a P value of less than
  0.03).

3 Control group was treated with IL-2/IFN-a without Maxamine.

     The results of the above Phase II clinical trial indicate that MAXAMINE
may be given as an effective adjuvant to IL-2/IFN-a therapy.  It is noteworthy
that in the MAXAMINE-treated patients, metastatic lesions significantly
responded or disappeared at most or all sites.  Even more notable were two
cases with complete, long-lasting remission of metastatic malignant melanoma to
the liver.  To the Company's knowledge, complete regression of melanoma liver
metastases after treatment with IL-2 as a single agent or in combination with
other agents had not been reported prior to these Phase II clinical trials.

                                       3
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     A follow-on study was undertaken in Sweden to determine if a lower-dose 
regimen of the same cytokines (IL-2 and IFN-a) in combination with the same 
doses of MAXAMINE would retain the level of efficacy seen previously while 
reducing the toxicity and side effects of the cytokine portion of the 
treatment.  In addition to survival, one of the goals of MAXAMINE therapy is 
to lower toxicity of immunotherapy and thus, enhance the patients' quality of 
life (lowering the doses of the cytokines reduces, or eliminates, the side 
effects of these drugs, thereby facilitating tolerance of the therapy and 
even allowing self-administration of the drugs at home).  The mean survival 
time of patients with advanced (stage IV) malignant melanoma using 
conventional treatments is reported to be seven months.  In the ongoing 
low-dose malignant melanoma study, 11 patients have been evaluated and 
currently have a mean survival time of 15 months, more than double the rate 
generally reported for the normal course of the disease and repeating the 
favorable results from the high-dose study described above.  The Company 
expects that the mean survival time under the low-dose study will ultimately 
exceed the high-dose study because the survival time under the low-dose study 
will continue to increase as some or all of the current patients continue to 
survive.  A multi-center Phase II/III clinical trial with Maxamine/IL-2/IFN-a 
vs. IL-2/IFN- alone in metastatic malignant melanoma is planned for 1997 in 
the United States and Europe.

     MAXAMINE PHASE II CLINICAL STUDIES IN ACUTE MYELOGENOUS LEUKEMIA 
("AML"). In Phase II clinical trials conducted in Sweden, 25 patients with 
AML in first, second or third complete remission (CR) have been enrolled to 
date in a clinical trial wherein they were given outpatient therapy with 
Maxamine plus IL-2 in 21-day cycles, separated by six-week intervals.  
Interim data from this trial was reported in the British Journal of 
Haematology (1996) 92:620-626.  Of the twelve treated patients included in 
the interim report, nine remain in complete remission. The other three 
patients experienced a relapse.  These three patients had all previously 
experienced a relapse episode; however, the duration of remission after 
treatment with MAXAMINE/IL-2 therapy exceeded that of the previous remission. 
  Including the three relapsed patients, patients have achieved an average 
increase in remission of over 250% compared to prior remission.  Interim data 
from this trial was reported in the British Journal of Haematology (1996) 
92:620-626.

     These findings may be compared to those in a study published in 1994 in 
which non-bone marrow transplanted patients in first and subsequent remission 
were treated with IL-2 alone.  In that study, remission inversion (defined as 
prolonging the duration of complete remission to at least 75% of the 
patient's own previous remission) was achieved with IL-2 in only 2 of 29 AML 
patients, or 7%.  Furthermore, time in CR2 and CR3 averaged only three to 
four and one-half months.  In addition, data collected in Gothenburg, Sweden 
from 1976 to 1994 representing the natural course for this disease shows a 9% 
remission inversion and a mean remission time of five and one-half months.  
In the present ongoing MAXAMINE study, however, remission inversion has been 
achieved in all patients, with an average remission period continuing beyond 
23 months.

     In this clinical trial MAXAMINE treatment was well-tolerated and all AML 
patients were able to treat themselves at home with subcutaneous injections. 
Patients continue to be enrolled in this trial.  The Company plans to 
continue to enroll patients into the ongoing MAXAMINE clinical trials and 
expects to increase the number of trial sites to prepare for a European 
multi-center Phase II/III trial for the treatment of AML planned for 1997.

     MAXAMINE REGULATORY APPROVAL.  The Company believes that upon completion 
of the multi-center clinical trials planned for malignant melanoma, and if 
such trials are successful, it is likely that the Company may be positioned 
to submit a New Drug Application ("NDA") with the Food and Drug 
Administration ("FDA") in the United States for that indication, particularly 
in view of the March 29, 1996 announcement by the FDA of a series of 
administrative actions to speed development and approval of cancer drugs.  
The FDA's cancer drug initiative consists of specific requirements and 
elements including accelerated approval for cancer drugs, expanded access for 
drugs approved in other countries, and facilitating additional uses of 
approved cancer drugs.  Further, the FDA has stated that it will increase its 
proactive role in ensuring cancer drugs become available to patients by 
soliciting applications for U.S. approval for products approved overseas and, 
for the first time, taking foreign regulatory approvals into


                                       4

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consideration. The FDA has previously accepted data generated in clinical 
trials from Sweden for incorporation in NDAs filed in the United States.  See 
"Business -- Government Regulation."

     MAXAMINE LICENSES AND TECHNOLOGY RIGHTS.  In 1993, the Company entered 
into a technology transfer agreement with Estero Anstalt, a Swedish 
corporation, pursuant to which the Company purchased the core intellectual 
property and patent rights related to its MAXAMINE technology.  The total 
purchase price under the agreement was $700,000, of which $600,000 was paid 
pursuant to a promissory note issued by the Company and secured by the 
MAXAMINE technology.  At September 30, 1996, $247,000 remained payable under 
the note and is due April 30, 1997.  The technology transfer agreement also 
requires that the Company pay certain royalty obligations to Drs. Kristoffer 
Hellstrand and Svante Hermodsson, the two inventors of the technology.

     SUMMARY OF POTENTIAL BENEFITS OF MAXAMINE.  To date, conventional 
therapies utilizing cytokines have largely been disappointing in their lack 
of efficacy and severe toxicity in humans. The Company believes that Maxamine 
will offer a number of important clinical and commercial advantages relative 
to current therapies or approaches including:

     - OUTPATIENT ADMINISTRATION.  MAXAMINE therapy is delivered on an 
       outpatient basis, subcutaneously, rather than the in-hospital 
       administration typical of other therapies.  The Company believes 
       that the greater ease of outpatient administration, as well as low 
       dosage requirements for combined products, will result in increased 
       compliance with the treatment regimens.

     - IMPROVED CLINICAL EFFICACY.  The Company's preliminary clinical data has
       provided evidence of improved therapeutic efficacy over approved 
       therapies or approaches.  In addition, the combination therapy may 
       extend the range of indications for the use of therapies in both cancer 
       and infectious diseases.

     - REDUCED TOXICITY.  Combination therapies with MAXAMINE may use lower 
       doses of cytokines, thereby reducing toxicity.  As a result, the Company
       believes its therapeutic products will result in significantly lower 
       incidence of adverse reactions and improved patient compliance.

     - LOWER COST OF ADMINISTRATION.  By utilizing a lower dose of IL-2 or IFN-a
       in its therapy, the cost to the patient will be reduced below existing
       treatment regimens.  In addition, since the Company's product is 
       delivered on an outpatient basis rather than in-hospital administration,
       the cost of administration is also expected to be substantially lower.

MAXVAX-TM- MUCOSAL VACCINE TECHNOLOGY

     OVERVIEW OF VACCINE MARKET AND INFECTIOUS DISEASES.  There is a broad 
range of infectious diseases for which no effective vaccines and/or therapies 
currently exist.  One of the most promising areas in the fight against such 
diseases is the development of vaccines targeting the diseases.  Recent 
trends in the delivery of healthcare in the United States, including an 
increased emphasis on preventive health care, have contributed to significant 
growth of the disease-preventing vaccine market.  Immunization has long been 
recognized as an effective means to decrease health care costs through 
disease prevention and is one of the key areas given priority attention by 
the United States Department of Health and Human Services and the World 
Health Organization in their respective public health service publications.  
In 1991, revenues for the total world human vaccine market totaled $1.67 
billion with the U.S. and Europe comprising 75% of the market.  It is 
estimated that by 1999, the total world market for human vaccine products 
will have more than tripled to $5.3 billion and have annual growth rates in 
excess of 20% commencing in 1997.

     The mucosal membranes (which line the nasal compartment and sinuses, oral
cavity, gastrointestinal tract and urogenital tract) represent the body's first
line of defense against infections and

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are the sites where most infectious agents enter the body.  Examples of 
infectious pathogens which enter the body through the mucosal membranes are 
sexually-transmitted diseases caused by Chlamydia and HIV, respiratory 
diseases caused by respiratory syncytial virus ("RSV") and streptococcus; and 
gastrointestinal diseases caused by HELICOBACTER PYLORI (ulcers) and 
rotavirus (diarrhea).  There is currently much interest in developing mucosal 
vaccines against infections due to the large number of infectious pathogens 
which enter the body through the mucosal membranes.

     MAXVAX TECHNOLOGY.  MAXVAX is a mucosal vaccine carrier/adjuvant 
platform based on the cholera toxin B subunit ("CTB").  CTB is generally 
considered to be the most effective and safe agent in activating the mucosal 
immune system. It has already been administered to hundreds of thousands of 
patients worldwide and is a major component of an existing oral cholera 
vaccine and traveler's diarrhea vaccine.  Traditional vaccines are designed 
to provide systemic immunity administered by injection.  They treat or 
prevent infection only after the infecting organism has entered the blood 
stream or deep tissues of the body.  The mechanisms which induce mucosal 
immunity appear to be distinct from those that protect the systemic tissues 
of the body.  The Company believes that the MAXVAX approach to therapeutic 
and protective vaccines will elicit both mucosal and systemic immunity by 
delivering antigens directly to the mucosal system.

     A number of experimental alternate delivery approaches for mucosal 
vaccines have been tried.  To date, none have proven as effective and safe as 
CTB.  The MAXVAX technology has been shown to possess the important 
properties required for an effective mucosal vaccine delivery system.  CTB 
resists degradation by the mucosal environment, it targets and binds to the 
antigen-presenting cells within the mucosa and it stimulates a robust IgA 
immune response.  By combining the Company's proprietary recombinant form of 
CTB with vaccine antigens, the Company believes that it can develop 
effective, new CTB-based vaccines.

     A number of "proof of principle" studies in animal models have 
demonstrated successful stimulation of mucosal immunity (secretory IgA) and 
systemic immunity (IgG) when antigens were administered with or chemically 
coupled to CTB.  In early experiments, CTB coupled antigens have had 
favorable results in studies for mucosal immunization.

     The MAXVAX technology is currently in preclinical development for a 
protective and therapeutic vaccine against sexually-transmitted Chlamydia.  
The Company's product development efforts will initially focus on mucosal 
vaccines against sexually transmitted diseases, major respiratory diseases 
and gastrointestinal tract diseases.  The Company intends to seek 
collaborations with pharmaceutical and biopharmaceutical partners possessing 
antigens and genes which can be effectively coupled with the CTB carrier for 
the development of the Chlamydia vaccine and other vaccine indications.

     POTENTIAL BENEFITS OF MUCOSAL IMMUNIZATION.  The Company's MAXVAX 
approach to therapeutic and protective vaccines has been shown to elicit both 
mucosal and systemic immunity and is based upon "non-injectable" 
administration.  The Company believes that there are numerous important 
clinical and commercial advantages to mucosal immunization compared with 
traditional injected vaccine products, including:

     - GREATER CLINICAL EFFICACY.  The body's largest defense system against
       disease is the mucosal immune system.  These membranes are the sites 
       where most infectious agents enter the body and include the lining of 
       the nose, mouth, lungs, stomach, intestine and urogenital tract.  The 
       Company believes that its approach to immunization may likely result in
       mucosal and systemic immune stimulation and could more effectively 
       prevent or treat most infectious diseases, as compared to traditional 
       injected vaccines.

     - HIGHER LEVEL OF SAFETY.  CTB-based vaccines have been administered to 
       more than 100,000 patients worldwide, and CTB is widely thought to be 
       the most safe and effective mucosal

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<PAGE>

       vaccine therapeutic carrier known today.  The Company believes that 
       non-injectable oral and topically applied vaccines should result in 
       lower incidence of adverse reactions.

     - LOWER COST OF ADMINISTRATION.  The administration of the Company's 
       products by oral, nasal and topical applications involving direct 
       contact with mucosal surfaces will not require patients to go to 
       clinics nor will it require trained personnel, thereby effectively 
       lowering the cost of administration. The vaccines may be prescribed 
       by a doctor and dispensed by a pharmacy, thus simplifying delivery 
       and eliminating the multiple office visits required for injection 
       delivery of most contemporary vaccines.

     - IMPROVED VACCINE UTILIZATION.  The Company believes that the relative 
       ease of administration and the concept of "prescription" vaccines will 
       improve vaccine utilization over traditionally administered vaccines. 
       Further, the Company believes that this novel mucosal vaccine concept 
       will allow development of protective and therapeutic approaches to 
       diseases where previous vaccines and therapeutics have failed.

     MAXVAX LICENSES AND TECHNOLOGY RIGHTS.  In 1993, the Company entered 
into an option and license agreement with Vitec AB and SBL Vaccin AB ("SBL"), 
pursuant to which the Company exercised an option for an exclusive, worldwide 
license to technology related to CTB.  Under the agreement, the Company is 
required to use its best efforts to engage SBL to manufacture any products 
which result from the application of the licensed technology.  The Company 
has made payments of $150,000 to Vitec AB under this agreement, and has 
agreed to make royalty payments on the net sales of products using the 
licensed technology and to make additional license and milestone payments to 
Vitec AB upon the execution of any sublicenses.  Pursuant to the agreement, 
any party may terminate the license agreement, with respect to the rights and 
duties of that party, as a result of a material breach of the agreement by 
another party.

     In 1994, the Company entered into a second license agreement with Vitec 
AB and SBL for an exclusive, worldwide license to technology rights related 
to CTB for all infectious diseases except Chlamydia (which is governed by the 
agreement discussed above), HIV (which is governed by a separate 
non-exclusive sub-license agreement held by the Company), cholera and 
travelers' diarrhea. Under the agreement, the Company has agreed to use its 
best efforts to engage SBL to manufacture any products which result from the 
application of licensed technology, and both Vitec AB and the Company shall 
receive a percentage of any profits that SBL derives from manufacturing such 
products.  The Company paid an initial license fee of $100,000, has agreed to 
make royalty payments based on net sales of products which utilize the 
licensed technology, and to make a minimum payment of $400,000 by December 
31, 1996 for the extension of the exclusivity agreement (the Company made the 
$400,000 payment in December 1996). The licensors may terminate the agreement 
upon a material breach of the agreement by the Company.

     In 1992 Vitec AB entered into a license agreement which granted to an 
unaffiliated company a fully-paid exclusive, worldwide license to technology 
rights related to CTB for the treatment of HIV.  Such company then 
sublicensed the same technology rights to Syntello Vaccine Development AB 
("SVD").  The Company had acquired such technology rights when it merged with 
SVD in 1993. On July 5, 1996, the Company sold its ownership interest in SVD 
to a former collaborating scientist and former director.  As a result of such 
sale, the Company now holds a non-exclusive sub-license, instead of an 
exclusive license, to CTB for the prevention and treatment of HIV infection.

     In 1995, the Company entered into a license agreement with Drs. Jan 
Holmgren and Cecil Czerkinsky, inventors of the CTB technology, and their 
affiliated companies, Duotol AB and Triotol AB, for an exclusive, worldwide 
license to patent applications and related technology rights with respect to 
the therapeutic and anti-inflammatory properties of CTB.  Under the 
agreement, the Company has agreed to make royalty payments based on net sales 
of certain products which utilize the licensed technology for the treatment 
of infectious diseases.  Triotol AB has agreed to make royalty payments to 
the Company based

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<PAGE>

on net sales of certain other products which utilize the licensed products 
for the treatment of certain autoimmune diseases.  Duotol AB may terminate 
the agreement upon a material breach by the Company and the agreement will 
terminate automatically if the Company is liquidated.


                                       8

<PAGE>

PRODUCT DEVELOPMENT

     The Company conducts its research and other product development efforts 
through a combination of internal and collaborative programs.  The Company 
currently relies upon research arrangements with universities, contract 
research organizations, and similar institutions and persons for a 
significant portion of its product development efforts.  The Company expects 
to increase its internal product development resources as its efforts related 
to the MAXVAx area increases.  The Company incurred product development costs 
of $1,608,931, $984,778, and $999,439 in the years ended September 30, 1996, 
1995 and 1994, respectively.  The Company has relied upon licensing and other 
transactions to gain access to certain of its proprietary technologies.  See 
"Business -- MAXAMINE Licenses and Technology Rights" and "--MAXVAX Licenses 
and Technology Rights."

MARKETING AND SALES

     The treatment of cancer is a highly specialized activity in which the 
treating oncologists tend to be concentrated in major medical centers.  The 
Company's marketing strategy for MAXAMINE is designed to enable the Company 
to operate with a relatively small direct sales force in the United States.  
As MAXAMINE receives regulatory approval for specific indications, the 
Company plans to develop a small marketing force and seek to co-market the 
product with corporate partners to service the approximately 3,500 practicing 
oncologists in the United States.  The Company also intends to seek 
collaborative agreements with other companies to market MAXAMINE worldwide.

     Due to the nature of the vaccine markets, the Company intends to 
establish marketing arrangements with pharmaceutical companies with large 
distribution systems for MAXVAX and does not expect to establish a direct 
sales capability in the vaccine area.

MANUFACTURING

     There are already in existence a number of FDA approved suppliers of raw 
materials used in the Company's products.  There are also a number of 
facilities with FDA Good Manufacturing Practice ("GMP") approval for 
providing approved products such as cytokines or for contract manufacturing 
of the Company's proposed products.  The Company does not intend to acquire 
or establish its own dedicated manufacturing facilities for MAXAMINE or 
cytokines in the foreseeable future. Rather, the Company's strategy will be 
to contract with established pharmaceutical manufacturers for the production 
of MAXAMINE. The CTB protein portion of MAXVAX is currently being produced by 
SBL Vaccin AB ("SBL"), Stockholm, Sweden, under GMP through the development 
of a genetically-engineered overexpression system suitable for large scale 
industrial production.

     The Company believes that, in the event of the termination of an 
agreement with any single supplier or manufacturer, the Company would likely 
be able to enter into agreements with other suppliers and/or manufacturers on 
similar terms.  However, there can be no assurance that there will be 
manufacturing capacity available to the Company at the time the Company is 
ready to manufacture its products.

PATENTS AND PROPRIETARY RIGHTS

     The Company holds three issued patents and has six patent applications 
pending in the United States.  In addition, the Company holds license rights 
to two issued patent and three patent applications pending in the United 
States. Corresponding patent application have been filed, and in certain 
instances patents have been issued, in major foreign markets.

     It is the Company's policy to file, where possible, patent applications 
to protect technologies, inventions and improvements that are important to 
the development of its business.  Maxim's management has devoted substantial 
attention and resources to the Company's patent and license portfolio to 
obtain the strongest positions available.  Maintaining sound patents and 
licenses and conducting an assertive patent prosecution strategy is a high 
priority at the Company.

                                       9

<PAGE>

     Maxim further protects its proprietary technology and "know-how" through 
confidentiality agreements with its founding scientists, collaborative 
partners, employees, advisors, and consultants.  The Company has entered into 
confidentiality and non-compete agreements with its Swedish founding 
scientists and other collaborating scientists.  These agreements generally 
give Maxim license rights and access to most past and current inventions and 
processes as they relate to the Company's current products, as well as rights 
in certain future discoveries made by such scientists.

     It is important to note that technology transfer is directly between the 
Company and Maxim's founding scientists.  Unlike U.S. institutions, Swedish 
universities cannot hold a patent position on any discoveries made by its 
research scientists.  However, under Swedish law, ownership of technology 
rights by the founding scientists is conditioned upon such scientists 
fulfilling their teaching obligations at their respective Swedish 
universities. There can be no assurance that the founding scientists have 
satisfied or will continue to satisfy such teaching obligations.

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

     The Company's competitive position is also dependent upon unpatented 
trade secrets.  In an effort to protect its trade secrets, the Company has a 
policy of requiring its employees, consultants and advisors to execute 
proprietary information and invention assignment agreements upon commencement 
of employment or consulting relationships with the Company.  These agreements 
provide that all confidential information of the Company developed or made 
known to the individual during the course of their relationship with the 
Company must be kept confidential, except in specified circumstances.  There 
can be no assurance, however, that these agreements will provide meaningful 
protection for the Company's trade secrets or other proprietary information 
in the event of unauthorized use or disclosure of confidential information.  
Invention assignment agreements executed by consultants and advisors may 
conflict with, or be subject to, the rights of third parties with whom such 
individuals have employment or consulting relationships.  In addition, there 
can be no assurance that others will not independently develop substantially 
equivalent proprietary information and techniques or otherwise gain access to 
the Company's trade secrets, that such trade secrets will not be disclosed or 
that the Company can effectively protect its rights to unpatented trade 
secrets.

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

                                      10

<PAGE>

impact on, the Company.  In addition, there can be no assurance that these 
efforts by the Company will be successful.

GOVERNMENT REGULATION

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

     FDA APPROVAL PROCESS.  Prior to commencement of clinical studies 
involving human beings, preclinical testing of new pharmaceutical products is 
generally conducted on animals in the laboratory to evaluate the potential 
efficacy and the safety of the product.  The results of these studies are 
submitted to the FDA as a part of an Investigational New Drug ("IND") 
application, which must become effective before clinical testing in humans 
can begin.  Typically, clinical evaluation involves a time consuming and 
costly three-phase process. In Phase I, clinical trials are conducted with a 
small number of subjects to determine the early safety profile, the pattern 
of drug distribution and metabolism.  In Phase II, clinical trials are 
conducted with groups of patients afflicted with a specific disease in order 
to determine preliminary efficacy, optimal dosages and expanded evidence of 
safety.  In Phase III, large-scale, multi-center, comparative trials are 
conducted with patients afflicted with a target disease in order to provide 
enough data to demonstrate the efficacy and safety required by the FDA.  The 
FDA closely monitors the progress of each of the three phases of clinical 
testing and may, at its discretion, re-evaluate, alter, suspend or terminate 
the testing based upon the data which have been accumulated to that point and 
its assessment of the risk/benefit ratio to the patient.

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

     The FDA has issued "fast-track" regulations intended to accelerate the 
approval process for the development, evaluation and marketing of new 
therapeutic products used to treat life-threatening and severely debilitating 
illnesses, especially those for which no satisfactory alternative therapies 
exist.  "Fast-track" designation affords the Company early interaction with 
the FDA in terms of protocol design and permits, although it does not require 
the FDA to grant approval after completion of Phase II clinical trials 
(although the FDA may require subsequent Phase III clinical trials or even 
post-approval Phase IV efficacy studies).  On March 29, 1996, the FDA 
announced further intentions to accelerate the approval for cancer 
therapeutics.  The FDA's cancer drug initiative consists of specific 
requirements and elements including accelerated approval for cancer drugs, 
expanded access for drugs approved in other countries, and facilitating 
additional uses of approved cancer drugs. Further, the FDA has stated that it 
will increase its proactive role in ensuring cancer drugs become available to 
patients by soliciting applications for U.S.

                                      11

 
<PAGE>

approval for products approved overseas and, for the first time, taking 
foreign regulatory approvals into consideration.  The FDA has previously 
accepted data generated in clinical trials from Sweden for incorporation in 
NDAs filed in the United States.  The Company believes that a number of its 
product candidates may fall under these regulations, but there can be no 
assurance that any of the Company's products will receive this or other 
similar regulatory treatment.

     The Immunization Practices Advisory Committee ("ACIP") of the CDCP has a 
role in setting the market for most, if not all, of the vaccine products 
Maxim intends to make.  The ACIP meets quarterly to review developing data on 
licensed vaccines, and those approaching license, as well as epidemiologic 
data on the need for these products.  The recommendations of the ACIP on the 
appropriate use of vaccines and related products are published in the 
MORBIDITY AND MORTALITY WEEKLY REPORT and reprinted in several journals.  The 
CDCP develops epidemiologic data in support of the need for new vaccines and 
monitors vaccine usage and changes in disease incidence.  In addition, CDCP 
staff frequently act as key advisors to the FDA in their review process.

     In late 1992, legislation imposing FDA user fees on drug manufacturers 
was enacted.  Such fees will be required for each commercial marketing drug 
application submitted by the Company for FDA approval, and annual product and 
establishment fees will also be imposed upon approval.  The revenues raised 
from these fees are earmarked specifically to increase the resources of the 
FDA, and by doing so, to increase the speed with which the FDA reviews and 
approves drug marketing applications.  Currently, the user fee for an NDA is 
approximately $150,000, and the statute provides for periodic fee increases. 
The statute currently provides small companies (defined as companies with 
less than 500 employees that are not marketing a prescription drug product) 
with a reduction in the initial application fee and contains limited 
provisions for fee waivers.  The Company is unable to predict the impact of 
the current user fee legislation, as well as possible future changes in the 
law, upon its business.

     ORPHAN DRUG ACT.  Under the Orphan Drug Act, the FDA may designate drug 
products as orphan drugs if there is no reasonable expectation of recovery of 
the costs of research and development from sales in the United States or if 
such drugs are intended to treat a rare disease or condition, which is 
defined as a disease or condition that affects less than 200,000 persons in 
the United States.  If certain conditions are met, designation as an orphan 
drug confers upon the sponsor marketing exclusivity for seven years following 
FDA approval of the product, meaning that the FDA cannot approve another 
version of the "same" product for the same use during such seven year period. 
 The market exclusivity provision does not, however, prevent the FDA from 
approving a different orphan drug for the same use or the same orphan drug 
for a different use.  The Orphan Drug Act has been controversial, and many 
legislative proposals have from time to time been introduced in Congress to 
modify various aspects of the Orphan Drug Act, particularly the market 
exclusivity provisions. There can be no assurance that new legislation will 
not be introduced in the future that may adversely impact the availability or 
attractiveness of orphan drug status for any of the Company's products.

     OTHER REGULATIONS.  The Company is also subject to various Federal, 
state and local laws, regulations and recommendations relating to safe 
working conditions, laboratory manufacturing practices and the use and 
disposal of hazardous or potentially hazardous substances, including 
radioactive compounds and infectious disease agents, used in connection with 
the Company's research work.  The extent of government regulation which might 
result from future legislation or administrative action cannot be predicted 
accurately.

     Whether or not FDA approval has been obtained, approval of a product by 
comparable regulatory authorities in foreign countries may be necessary prior 
to commencement of marketing the product in such countries.  In certain 
instances the Company may seek approval to market and sell certain of its 
products outside of the U.S. before submitting applications for U.S. approval 
to the FDA.  The regulatory procedures for approval of new pharmaceutical 
products vary significantly among foreign countries.  The clinical testing 
requirements and the time required to obtain foreign regulatory approvals may 
differ from that required for FDA approval.  Although there is now a 
centralized European Community ("EU")

                                      12

<PAGE>

approval mechanism in place, each EU country may nonetheless impose its own 
procedures and requirements, many of which are time consuming and expensive.  
Thus, there can be substantial delays in obtaining required approvals from 
both the FDA and foreign regulatory authorities after the relevant 
applications are filed, and approval in any single country may not be a 
meaningful indication that the product will thereafter be approved in another 
country.

COMPETITION

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

     The Company believes that its competitive success will be based on its 
ability to create and maintain scientifically advanced technology, develop 
proprietary products, attract and retain scientific personnel, obtain patent 
or other protection for its products, obtain required regulatory approvals, 
obtain orphan drug status for certain products and manufacture and 
successfully market its products either independently or through outside 
parties.  Many of the Company's competitors have substantially greater 
financial, clinical testing, regulatory compliance, manufacturing, marketing, 
human and other resources.  In addition, the Company will continue to seek 
licenses with respect to key technologies related to its fields of interest 
and may face competition with respect to such efforts.

EMPLOYEES, CONSULTANTS AND ADVISORS

     As of December 23, 1996, the Company had 9 full-time employees operating 
at its headquarters in San Diego, California.  In addition, the Company had 
consulting or collaborative agreements with consultants in the United States, 
Canada and Sweden, all of whom hold Ph.D. or M.D. degrees.  The Company 
believes its relationships with its employees and consultants are 
satisfactory.

     In addition to its employees, Maxim has engaged experienced consultants 
with pharmaceutical and business backgrounds to assist in its product 
development efforts.  Other experienced professionals and personnel are 
expected to be hired to join the Company's management team in 1996 and 1997. 
The Company plans to leverage these key executives by making extensive use of 
contract laboratories, development consultants, and strategic partnerships 
with pharmaceutical companies to conduct the Company's preclinical and 
clinical trials.

     The Company's platform technologies were developed by three founding 
scientists in Sweden who are not employees of the Company.  Each of these 
founding scientists has consulting agreements with the Company that include 
confidentiality and non-competition agreements and give Maxim license rights 
and access to certain past and current inventions and processes as they 
relate to the Company's technologies, as well as rights to certain future 
discoveries made by such scientists.

     The Company also has consulting and collaborative agreements with 
collaborating scientists who assist in the preclinical and clinical 
development of the Company's products, and, in some cases, perform the human 
clinical trials under the Company's sponsorship.  In addition, the Company 
regularly engages consultants as needed to act as scientific and development 
advisors to the Company.  These consultants

                                      13

<PAGE>

advise the Company on overall scientific, clinical and regulatory strategy, 
scientific standards, and help the Company identify and evaluate new product 
areas.

RISK FACTORS

     In evaluating the Company and its business, prospective investors should 
carefully consider the following risk factors in addition to the other 
information contained herein.

     DEVELOPMENT STAGE COMPANY; LIMITED OPERATING HISTORY.  The Company is at 
a development stage and is subject to all of the business risks associated 
with a new enterprise, including constraints on the Company's financial and 
personnel resources, lack of established vendor, creditor and collaborative 
partnering relationships and uncertainties regarding product development and 
future revenues.  The Company anticipates that it will continue to incur 
substantial additional operating losses for at least the next several years 
and expects cumulative losses to increase as the Company's research and 
development efforts expand.   There can be no assurance as to when or whether 
it will be able to develop sources of revenue, whether from product sales, 
license fees or research funding, or that its operations will become 
profitable, even if it is able to commercialize any products.

     NO ASSURANCE OF SUCCESSFUL PRODUCT DEVELOPMENT.  The Company's research 
and development programs are at various stages of development, ranging from 
the preclinical stage to Phase II clinical trials.  Substantial additional 
research and development will be necessary in order for the Company to 
develop products based on the Company's MAXAMINE cancer technology and its 
MAXVAX mucosal vaccine carrier technology, and there can be no assurance that 
the Company's research and development efforts will lead to development of 
products that are shown to be safe and effective in clinical trials and are 
commercially viable. In addition to further research and development, the 
Company's proposed products will require clinical testing, regulatory 
approval and substantial additional investment prior to commercialization.  
There can be no assurance that any such products will be successfully 
developed, prove to be safe and effective in clinical trials, meet applicable 
regulatory standards, be capable of being produced in commercial quantities 
at acceptable costs, be eligible for third party reimbursement from 
governmental or private insurers, be successfully marketed or achieve market 
acceptance.  Further, the Company's products may prove to have undesirable or 
unintended side effects that may prevent or limit their commercial use.  The 
Company may find, at any stage of this complex process, that products that 
appeared promising in preclinical studies or Phase I and Phase II clinical 
trials do not demonstrate efficacy in larger-scale, Phase III clinical trials 
and do not receive regulatory approvals.  Accordingly, any product 
development program undertaken by the Company may be curtailed, redirected or 
eliminated at any time.  In addition, there may be delays in the Company's 
testing and development schedules and there can be no assurance that the 
Company will meet expected testing and development schedules, which could 
have a material adverse effect on the Company's financial condition and 
results of operations.

     NEED FOR SUBSTANTIAL ADDITIONAL FUNDS.  The Company will require 
substantial funds to conduct research and development, preclinical and 
clinical testing and to manufacture and market its proposed products.  The 
Company's cash needs may vary materially from those now planned because of 
results of research and development, results of clinical testing, 
relationships with possible strategic partners, changes in the focus and 
direction of the Company's research and development programs, competitive and 
technological advances, requirements of the FDA and comparable foreign 
regulatory processes and other factors.

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

                                      14

<PAGE>

     UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS.  It is the policy 
of the Company to file patent applications in foreign jurisdictions, 
including Canada and Europe.  The patent positions of biotechnology and 
pharmaceutical companies are highly uncertain and involve complex legal and 
factual questions, and the breadth of claims allowed in biotechnology and 
pharmaceutical patents cannot be predicted.  There can be no assurance that 
patents will issue from any of the Company's patent applications.  With 
respect to already issued patents and any patents which may issue from the 
Company's applications, there can be no assurance that claims allowed will be 
sufficient to protect the Company's technologies.  Patent applications in the 
United States are maintained in secrecy until a patent issues, and the 
Company cannot be certain that others have not filed patent applications for 
technology covered by the Company's pending applications or that the Company 
was the first to file patent applications for such technology.  Competitors 
may have filed applications for, or may have received patents and may obtain 
additional patents and proprietary rights relating to, compounds or processes 
that block or compete without infringing on those of the Company.  In 
addition, there can be no assurance that any patents issued to the Company or 
to licensors from whom the Company has licensed rights to its technologies 
will not be challenged, invalidated or circumvented, that the rights granted 
thereunder will provide proprietary protection or commercial advantage to the 
Company, or that the Company's confidentiality agreements with its licensors, 
employees or consultants will not be breached.  The Company is aware of other 
pharmaceutical and biotechnology companies, some of which have substantially 
greater financial resources than the Company, which are currently engaged in 
research and development regarding mucosal vaccine carrier technologies.  
Such companies may attempt to pursue the manufacture of mucosal vaccine 
carriers in a manner that does not infringe the claims in patents or patent 
applications owned by or licensed to the Company.  See "Business -- Patents 
and Proprietary Rights."

     Other public and private concerns, including universities, have filed 
applications for, or have been issued patents with respect to technology 
potentially useful or necessary to the Company.  The scope and validity of 
such patents, the extent to which the Company may wish or need to acquire 
licenses under such patents, and the cost or availability of such licenses, 
are currently unknown.

     In addition to patents and proprietary rights, the Company relies on 
unpatented trade secrets and proprietary know-how, and there can be no 
assurance that others will not obtain access to or independently develop such 
trade secrets and know-how.  Although potential corporate partners and the 
Company's research partners and consultants are not given access to 
proprietary trade secrets and know-how of the Company until they have 
executed confidentiality agreements, these agreements may be breached by the 
other party thereto or may otherwise be of limited effectiveness or 
enforceability.

     The pharmaceutical industry has experienced extensive litigation 
regarding patent and other intellectual property rights.  Accordingly, the 
Company could incur substantial costs in defending itself in suits that may 
be brought against the Company claiming infringement of the patent rights of 
others or in asserting the Company's patent rights in a suit against another 
party.  The Company may also be required to participate in interference 
proceedings declared by the United States Patent and Trademark Office for the 
purpose of determining the priority of inventions in connection with the 
patent applications of the Company or other parties.  Adverse determinations 
in litigation or interference proceedings could require the Company to seek 
licenses (which may not be available on commercially reasonable terms) or 
subject the Company to significant liabilities to third parties, and could 
therefore have a material adverse effect on the Company.

     UNCERTAINTIES RELATED TO OVERSEAS CLINICAL TRIALS AND INTERNATIONAL 
OPERATIONS.  To date, most of the Company's research, product development and 
human clinical trials have been conducted by consultants in Europe.  The 
Company expects that its research, development and clinical trials will 
continue to be conducted in significant part in Europe.  The geographical 
dispersion of the Company's operations and the limited number of persons 
employed by the Company make it difficult to oversee and control the 
day-to-day progress of the Company's product development efforts and clinical 
trials.  No assurance can be given that such geographical dispersion and 
limited number of employees will not hamper

                                      15

<PAGE>

the Company's product development efforts or increase the risks associated 
with designing and conducting clinical trials or analyzing the results of 
such trials.  Moreover, no assurance can be given that the FDA and other 
regulatory agencies will accept the results of clinical trials conducted 
outside the United States.

     The Company may seek approvals to market and sell certain of its 
products in Europe before it seeks such approvals in the United States.  No 
assurance can be given that any European approval or data generated in 
connection with such approval, if obtained, will be accepted by the FDA and 
other regulatory agencies.  In addition, there are a number of risks 
associated with international sales and distribution of the Company's 
products.  International sales may be limited or disrupted by the imposition 
of government controls, changes in regulatory requirements or interpretations 
thereof, export license requirements, political instability, trade 
restrictions, and changes in tariffs.  Additionally, the Company has 
experienced losses due to fluctuations in international currency exchange 
rates, and the Company's business, financial condition and results of 
operations may be adversely affected by such fluctuations in the future.  
There can be no assurance that the Company will be able to successfully 
commercialize its current or future products in any international market.

     DEPENDENCE ON COLLABORATIVE PARTNERS.  The Company's strategy for the 
research, development, clinical testing, manufacturing and commercialization 
of certain of its products requires arrangements with corporate and 
university collaborators, licensors, licensees, consultants and others, and 
is dependent upon the subsequent success of these outside parties in 
performing their responsibilities.  Although the Company believes parties to 
any such arrangements would have an economic motivation to perform their 
contractual responsibilities, the amount and timing of resources to be 
devoted to these activities may not be within the control of the Company.  In 
addition, there can be no assurance that collaborators will not pursue 
alternative technologies as a means for developing treatments for the 
diseases targeted by these collaborative programs.  Furthermore, there can be 
no assurance that the Company will be able to negotiate acceptable 
collaborative arrangements, or that its collaborative arrangements will be 
successful.

     DEPENDENCE ON LICENSES.  The Company has licensed certain intellectual 
property from third parties including intellectual property underlying its 
MAXVAX technology.  Under the terms of its license agreements, the Company is 
generally obligated to exercise diligence and make certain royalty and 
milestone payments as well as incur costs related to filing and prosecuting 
the underlying patents.  Each agreement is terminable by either party upon 
notice if the other party defaults in its obligations.  Should the Company 
default under any of its agreements, the Company may lose its right to market 
and sell products based upon the licensed technology.  In such event, the 
Company's results of operations and business prospects would be materially 
and adversely affected.  There can be no assurance that the Company will be 
able to meet its obligations under these agreements on a timely basis, if at 
all.  See "Business -- MaxVax Licenses and Technology Rights."

     NO MANUFACTURING CAPABILITIES.  The Company has not invested in the 
development of pharmaceutical manufacturing capabilities.  The Company 
currently has limited access to facilities to manufacture product candidates 
in accordance with Good Manufacturing Practices, as prescribed by the FDA and 
other regulatory bodies, or to produce an adequate supply of compounds to 
meet future requirements for clinical trials.  If the Company is unable to 
develop or to contract for manufacturing capabilities on acceptable terms, 
the Company's ability to conduct preclinical and human clinical testing will 
be adversely affected, resulting in delays in the submission of products for 
regulatory approval and delays in the initiation of new development programs, 
which in turn could materially impair the Company's competitive position and 
the possibility of achieving profitability.  There can be no assurance that 
the Company will be able to acquire or establish satisfactory third-party 
relationships to provide manufacturing resources.  See "Business -- 
Manufacturing."

     NO MARKETING AND SALES CAPABILITIES.  The Company has not developed 
pharmaceutical marketing or sales capabilities.  In order to market and sell 
certain products directly or through strategic partner arrangements, the 
Company will need to develop a sales force and a marketing group with 
technical expertise, or make appropriate arrangements with strategic 
partners.  There can be no assurance that the

                                      16

<PAGE>

Company will be able to gain such expertise or that such efforts will be 
successful.  In addition, there can be no assurance that the Company will be 
able to effectively market or sell its products through independent sales 
representatives, through arrangements with some other outside sales force, or 
through strategic partners.  See "Business -- Marketing and Sales."

     COMPETITION.  There are many companies, both publicly and privately 
held, including well-known pharmaceutical companies, as well as academic and 
other research institutions, engaged in developing pharmaceutical and 
biologically-derived products for the treatment of cancer and vaccines and 
therapeutics for the prevention or the treatment of infectious diseases.  
Many of the Company's potential competitors have substantially greater 
capital, research and development capabilities and human resources than the 
Company and represent significant competition for the Company.  Many of these 
competitors have significantly greater experience than the Company in 
undertaking preclinical testing and clinical trials of new pharmaceutical 
products and obtaining FDA and other regulatory approvals.  If the Company is 
permitted to commence commercial sales of any product, it will also be 
competing with companies that have greater resources and experience in the 
manufacturing, marketing and sales of pharmaceutical products.  The Company's 
competitors may succeed in developing products that are more effective, less 
costly, or have a better side effect profile than any that may be developed 
by the Company, and such competitors may also prove to be more successful 
than the Company in manufacturing, marketing and sales.  See "Business -- 
Competition."

     TECHNOLOGICAL CHANGES AND UNCERTAINTY.  The Company is engaged in the 
pharmaceutical field, which is characterized by extensive research efforts 
and rapid technological progress.  New developments in oncology, cancer 
therapy, medicinal pharmacology, biochemistry and other fields are expected 
to continue at a rapid pace in both industry and academia.  There can be no 
assurance that research and discoveries by others will not render some or all 
of the Company's proposed programs or products noncompetitive or obsolete.

     The Company's business strategy is subject to the risks inherent in the 
development of new products using new technologies and approaches.  There can 
be no assurance that unforeseen problems will not develop with these 
technologies or applications, that the Company will be able to address 
successfully technological challenges it encounters in its research and 
development programs or that commercially feasible products will ultimately 
be developed by the Company.

     NO ASSURANCE OF REGULATORY APPROVAL; GOVERNMENT REGULATION.  The FDA and 
comparable agencies in foreign countries impose substantial requirements on 
the introduction of therapeutic pharmaceutical products and vaccines through 
lengthy and detailed laboratory and clinical testing procedures and other 
costly and time consuming procedures.  Satisfaction of these requirements 
typically takes a number of years and varies substantially based upon the 
type, complexity and novelty of the pharmaceutical.  In general, the FDA 
approval process for pharmaceuticals involves the submission of an IND 
application following preclinical studies, clinical trials in humans to 
demonstrate the safety and efficacy of the product under the protocols set 
forth in the IND and submission of preclinical and clinical data as well as 
other information to the FDA in an NDA or PLA.  The Company must expend 
substantial time and financial resources to conduct clinical trials and such 
clinical trials have been primarily conducted overseas and in the future will 
continue to be conducted in part overseas.  There can be no assurance that 
the results of such trials will support the submission or the approval of an 
NDA or PLA or that data from the Company's overseas trials or approvals of 
the Company's products in foreign countries, if any, will be accepted by the 
FDA.  Accordingly, there can be no assurance that FDA or other regulatory 
approval for any products developed by the Company will be granted on a 
timely basis, or at all.  There can be no assurance that the Company will 
have sufficient resources to complete the required regulatory review process, 
or that the Company could overcome the inability to obtain, or delays in 
obtaining, such approvals.  The failure of the Company to receive FDA 
approval for its products under development would preclude the Company from 
marketing and selling its products in the United States.  Therefore, failure 
to receive such FDA approval would have a material adverse effect on the 
business, financial condition and results of operations of the Company.  As 
part of its product commercialization strategy, the Company

                                      17

<PAGE>

intends to seek approval to market and sell certain of its products first in 
Europe before it obtains such approvals in the United States.  European and 
other foreign regulatory approvals are subject to the same risks and 
uncertainties as FDA and other regulatory approvals in the United States.

     The production and marketing of the Company's proposed products, as well 
as its ongoing research and development activities, are also subject to 
regulation by governmental agencies of the United States and other countries. 
The effect of government regulation may be to delay marketing of the 
Company's products for a considerable period of time, to impose costly 
procedures upon the Company's activities and to furnish a competitive 
advantage to larger companies that compete with the Company.  Any delay in 
obtaining, or failure to obtain, FDA or other necessary regulatory approvals, 
including approvals by comparable agencies in foreign countries, would 
adversely affect the marketing of the Company's products and the ability to 
generate product revenue.  In addition, the marketing and manufacturing of 
pharmaceuticals are subject to continuing FDA (or comparable foreign agency) 
review and surveillance and failure to comply with regulations or discovery 
of previously unknown problems can result in FDA (or comparable foreign 
agency) action against the product or the manufacturer, including fines, 
recalls, product seizures, and suspension or withdrawal of previously granted 
regulatory approvals.  Furthermore, government regulation may increase at any 
time, creating additional hurdles for the Company.  The extent of potential 
adverse government regulation which might arise from future legislation or 
administrative action cannot be predicted. See "Business - Government 
Regulation."

     NO PRODUCT LIABILITY INSURANCE.  The Company's business exposes it to 
potential product liability risks which are inherent in the testing, 
manufacturing and marketing of human therapeutic products.  The Company does 
not currently have any product liability insurance.  Although the Company 
plans to obtain product liability insurance upon commencement of U.S. 
clinical trials, there can be no assurance that it will be able to obtain or 
maintain such insurance on acceptable terms or that any insurance obtained 
will provide adequate coverage against potential liabilities.  Claims or 
losses in excess of any liability insurance coverage obtained by the Company 
could have a material adverse effect on the business, financial condition or 
results of operations of the Company.

     PRICE VOLATILITY.  The securities markets have from time to time 
experienced significant price and volume fluctuations that may be unrelated 
to the operating performance of particular companies.  In addition, the 
market prices of the common stock of many publicly traded pharmaceutical or 
biotechnology companies have in the past been, and can in the future be 
expected to be, especially volatile.  Announcements of technological 
innovations or new products by the Company or its competitors, developments 
or disputes concerning patents or proprietary rights, publicity regarding 
actual or potential medical results relating to products under development by 
the Company or its competitors, regulatory developments in both the United 
States and foreign countries, delays in the Company's testing and development 
schedules, events or announcements relating to the Company's collaborative 
relationships with others, public concern as to the safety of 
biopharmaceutical or biotechnology products and economic and other external 
factors, as well as period-to-period fluctuations in the Company's financial 
results, may have a significant impact on the market price of the Company's 
securities.

ITEM 2.  PROPERTIES

     The Company currently leases approximately 9,500 square feet of 
laboratory and office space in San Diego, California.  The Company believes 
it will have access to facilities adequate to meet its needs for the 
foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

     In April 1996, the Company received a demand letter from an attorney 
representing Dannie H. King, Ph.D. and Kirk D. Petersen, the former President 
and Chief Operating Officer and Chief Financial

                                      18

<PAGE>

Officer, respectively, of the Company (the "Former Employees"). In the 
letter, the Former Employees made claims for certain specified and 
unspecified damages in contract and in tort arising out of the termination of 
the Former Employees' employment with the Company. The aggregate amount of 
economic damages claimed by the Former Employees exceeds $400,000. In 
addition, the Former Employees asserted possible punitive damages and damages 
based on emotional distress. The Former Employees also claimed the right to 
vested options of the Company's Common Stock, which options have subsequently 
terminated.  Although the Company intends to contest such claims vigorously, 
there can be no assurances as to the eventual outcome of such claims or their 
effect on the Company's financial condition and results of operations.  In 
addition, an adverse determination in any litigation arising from these 
claims or the settlement of such claims could have a material adverse effect 
on the Company, its financial condition and its results of operations.  The 
Company has not received further communication from the Former Employees 
regarding their claims since April 1996.

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

No matters were submitted to a vote of security holders during the quarter 
ended September 30, 1996.

                                      19
<PAGE>

                                    PART II

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

     The information required by this Item 5 is incorporated herein by 
reference to the information set forth on page 16 of the "Financial 
Statements for the Years Ended September 30, 1996, 1995 and 1994" insert of 
the Company's Annual Report to Stockholders for the fiscal year ended 
September 30, 1996, filed as Exhibit 13 hereto.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this Item 6 is incorporated herein by 
reference to the information set forth on the inside front cover of the 
"Financial Statements for the Years Ended September 30, 1996, 1995 and 1994" 
insert of the Company's Annual Report to Stockholders for the fiscal year 
ended September 30, 1996, filed as Exhibit 13 hereto.

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

     The information required by this Item 7 is incorporated herein by 
reference to the information contained under the caption "Management's 
Discussion and Analysis" on pages 14 - 15 of the "Financial Statements for 
the Years Ended September 30, 1996, 1995 and 1994" insert of the Company's 
Annual Report to Stockholders for the fiscal year ended September 30, 1996, 
filed as Exhibit 13 hereto.

ITEM 8.  FINANCIAL STATEMENTS

     The information required by this Item 8 is incorporated herein by 
reference to the information located on the inside front cover and set forth 
on pages 1-13 of the "Financial Statements for the Years Ended September 30, 
1996, 1995 and 1994" insert of the Company's Annual Report to Stockholders 
for the fiscal year ended September 30, 1996, filed as Exhibit 13 hereto.

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

         None.


                                      20

<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT

     Information concerning directors is incorporated herein by reference to 
the information under the caption "Election of Directors" set forth in the 
Company's definitive Proxy Statement to be filed with the Securities and 
Exchange Commission within 120 days after September 30, 1996, for its Annual 
Meeting of Stockholders to be held on February 10, 1997.  Information 
concerning executive officers is incorporated herein by reference to the 
information included under the caption "Other Information - Executive 
Officers" set forth in the Company's definitive Proxy Statement.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item 11 is incorporated herein by 
reference to the information under the caption "Executive Compensation" set 
forth in the Company's definitive Proxy Statement to be filed with the 
Securities and Exchange Commission within 120 days after September 30, 1996, 
for its Annual Meeting of Stockholders to be held on February 10, 1997.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

     The information required by this Item 12 is incorporated herein by 
reference to the information under the captions "Security Ownership of 
Certain Beneficial and Record Ownership of Securities" in the Company's 
definitive Proxy Statement to be filed with the Securities and Exchange 
Commission within 120 days after September 30, 1996, for its Annual Meeting 
of Stockholders to be held on February 10, 1997.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item 13 is incorporated herein by 
reference to the information under the captions "Certain Transactions" in the 
Company's definitive Proxy Statement to be filed with the Securities and 
Exchange Commission within 120 days after September 30, 1996, for its Annual 
Meeting of Stockholders to be held on February 10, 1997.

                                      21

<PAGE>


                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
          AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as part of this Annual Report:

          1.   FINANCIAL STATEMENTS

          The following financial statements are incorporated herein by 
reference from pages 1 - 13 of the "Financial Statements for the Year Ended 
September 30, 1996" insert of the Company's Annual Report to Stockholders for 
the fiscal year ended September 30, 1996:

          Consolidated Balance Sheets as of September 30, 1996 and 1995

          Consolidated Statements of Operations for the years ended September
          30, 1996, 1995, and 1994, and from October 23, 1989 (date of
          inception) to September 30, 1996

          Consolidated Statements of Stockholders' Equity (Deficit) from
          October 23, 1989 (date of inception) through September 30, 1996

          Consolidated Statements of Cash Flows for the years ended September
          30, 1996, 1995, and 1994, and from October 23, 1989 (date of
          inception) to September 30, 1996

          Notes to Consolidated Financial Statements

          Independent Auditors' Report

          2.   FINANCIAL STATEMENT SCHEDULES

          All schedules have been omitted since the required information is 
not present in amounts sufficient to require submission of the schedule, or 
because the information required is included in the consolidated financial 
statements or notes thereto.

     (b)  The Company filed no reports on Form 8-K during the fourth quarter 
of the fiscal year ended September 30, 1996.

                                      22

<PAGE>


     (c)  Exhibits

1.1   Form of Underwriting Agreement (1)

3.1   Registrant's Amended and Restated Certificate of Incorporation. (1)

3.2   Registrant's Bylaws. (1)

4.2   Form of Representative's Warrant  Agreement between  the Company and
      National Securities Corporation, as representative of the several 
      Underwriters (the "Representative"), including form of Representative's
      Warrant Certificate. (1)

4.3   Form of Warrant Agreement between the Company, the Representative and
      American Stock Transfer and Trust Company, including form of Warrant
      Certificate. (1)

5.1   Opinion of Cooley Godward Castro Huddleson & Tatum (1)

10.1  Form of Indemnification Agreement for directors and officers of the
      Registrant. (1)

10.2  1993 Long Term Incentive Plan and forms of stock option agreements. (1)

10.3  Employment Agreement dated April 30, 1996, between the Registrant and
      Larry G. Stambaugh. (1)

10.4  Cooperative Research and Development Agreement, dated October 21, 1993,
      between the Registrant and National Institutes of  Health/Allergies and
      Infectious Diseases, as amended. (1)(2)

10.5  Patent License Agreement Non-Exclusive, dated August 17, 1994, between 
      the Registrant and National Institute of Health. (1)(2)

10.6  Option to Buy Technology and Rights Agreement, dated March 30, 1993,
      between the Registrant and Estero Anstalt. (1)(2)

10.7  Security Agreement, dated July 27, 1993, between the Registrant and Estero
      Anstalt. (1)(2)

10.8  Exclusive License Agreement, dated June 14, 1995, among the Registrant,
      Jan Holmgren, M.D., Ph.D., Cecil Czerkinsky, Duotol AB and Triotol Ltd.
      (1)(2)

10.9  Option and License Agreement, dated May 19, 1993, among the Registrant,
      Vitec AB and SBL Vaccin AB, as amended. (1)(2)

10.10 License Agreement dated January 14, 1994, among the Registrant, Vitec
      AB and SBL Vaccin, AB, as amended. (1)(2)

10.11 Agreement, dated December 2, 1995, among the Registrant, Syntello
      Vaccine Development AB and Estero Anstalt. (1)(2)

10.12 Agreement, dated April 23, 1996, among the Registrant, Anders Vahlne,
      M.D., Ph.D. and Syntello Vaccine Development AB. (1)(2)

10.13 Research Agreement, dated October 6, 1995, by and between the
      Registrant and The Regents of the University of California. (1)(2)

10.14 Letter Agreement, dated February 15, 1996, between the Registrant and
      Burrill & Craves, Inc.(1)

                                      23

<PAGE>

10.15 250,000 Promissory Note, dated March 31, 1995, executed by the
      Registrant in favor of Ventana Growth Fund II L.P. (1)

10.16 Lease dated November 1, 1996 between DM Spectrum LLC, a California
      limited liability company, as Landlord and the Registrant for 3099 
      Science Park Road, Suite 150, San Diego, California  92121. (3)

10.17 Stock Purchase Agreement, dated as of July 5, 1996, by and between
      Dr. Anders Vahlne and the Registrant. (1)

11.1  Statement regarding computation of net income (loss) per share. (3)

13.1  Registrant's Annual Report to Stockholders for the fiscal year ended
      September 30, 1996. (3)

23.1  Consent of KPMG Peat Marwick LLP, Independent Auditors.  (3)

27    Financial Data Schedule. (3)

99    Independent Auditors' Report. (3)
_______

(1)  Previously filed together with the Registrant's Registration Statement on
     Form SB-2 (File No. 333-4854-LA) or amendments thereto and incorporated 
     herein by reference.

(2)  Certain confidential portions deleted pursuant to Order Granting 
     Application Under the Securities Act of 1933 and Rule 406 thereunder
     respecting confidential treatment.

(3)  Filed herewith.


                                      24

<PAGE>

                                  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.

                              MAXIM PHARMACEUTICALS, INC.

                              By:  /s/ DALE A. SANDER
                                   ------------------
                              Dale A. Sander,
                              Vice President, Finance
                              Chief Financial Officer,

                              Date:  December 23, 1996

     NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Larry G. Stambaugh and Dale A. Sander, 
and each of them, as his true and lawful attorneys-in-fact and agents, with 
full power of substitution and resubstitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all amendments to this 
Report, and to file the same, with all exhibits thereto, and other documents 
in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in connection therewith, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
that all said attorneys-in-fact and agents, or any of them or their or his 
substitute or substituted, may lawfully do or cause to be done by virtue 
hereof.

     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                         TITLE                         DATE
---------                         -----                         ----
/S/ LARRY G. STAMBAUGH    Chairman of the Board           December 23, 1996
------------------------  Director, President and
Larry G. Stambaugh        Chief Executive Officer
                          (Principal Executive Officer)

/S/ DALE A. SANDER        Vice President, Finance, and    December 23, 1996
------------------------  Chief Financial Officer
Dale A. Sander            (Principal Accounting Officer 
                          and Principal Financial Officer)

/S/ COLIN B. BIER         Director                        December 23, 1996
------------------------
Colin B. Bier, Ph.D.

/S/ G. STEVEN BURRILL     Director                        December 23, 1996
------------------------
G. Steven Burrill

/S/ PER-OLOF MORTENSSON   Director                        December 23, 1996
------------------------
Per-Olof Mortensson

/S/ F. DUWAINE TOWNSEN    Director                        December 23, 1996
------------------------
F. Duwaine Townsen

                                      25