<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000
                         Commission file number: 0-19117

                      IMMULOGIC PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             13-3397957
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

            12 ALFRED STREET, SUITE 300, WOBURN, MASSACHUSETTS 01801
                                 (781) 933-1772
    (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, Par
                                   Value $.01
                         Preferred Stock Purchase Rights
                                 Par Value $.01
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 a 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 the
Form 10-K. [X]

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the last sale price of the Common Stock reported on the
Nasdaq over-the-counter bulletin board on January 31, 2001 was $1,027,539.

The number of shares of Common Stock outstanding as of January 31, 2001 was
20,550,773.

                   DOCUMENTS INCORPORATED BY REFERENCE - None


<PAGE>   2


PART I

ITEM 1. BUSINESS

GENERAL
ImmuLogic Pharmaceutical Corporation ("ImmuLogic" or the "Company") is a
biopharmaceutical company, incorporated under the laws of the State of Delaware
on March 26, 1987.

On February 5, 1999, the Company announced that its Board of Directors had
decided to conclude the business activities of the Company as soon as
practicable. On March 23 1999, the Board of Directors approved a plan to
liquidate and dissolve the Company (the "Plan"). The Plan was approved by a
majority of the stockholders of the Company on August 25, 1999. The key features
of the Plan are (1) the conclusion of all business activities, other than those
in execution of the Plan; (2) the sale or disposition of all of the Company's
assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of
liquidating distributions to stockholders in complete redemption of the Common
Stock; and (5) the authorization of the filing of Certificate of Dissolution
with the State of Delaware. As a result of the adoption of the Plan and the
imminent nature of the liquidation, the Company adopted the liquidation basis of
accounting effective July 1, 1999, whereby assets are valued at their estimated
net realizable values and liabilities are valued at their estimated settlement
amounts. The valuation of assets and liabilities requires many estimates and
assumptions by management and there are substantial uncertainties in carrying
out the provisions of the Plan. The amount and timing of future liquidating
distributions will depend upon a variety of factors including, but not limited
to, the actual proceeds from the sale of any of the Company's assets, the
ultimate settlement amounts of the Company's liabilities and obligations, and
actual costs incurred in connection with carrying out the Plan, including
management fees and administrative costs during the liquidation period.

The Company is a Delaware corporation and Delaware law requires that the Company
stay in existence as a non-operating entity for three years from August 27,
1999, the date the Company filed a certificate of dissolution in Delaware.
During the dissolution period, the Company will attempt to convert its remaining
net assets to cash as expeditiously as possible.

On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million (or $1.94 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of August 25, 1999. On September 1,
2000 the Company returned to its stockholders the sum of $9.7 million (or $.47
per share, based on 20,550,773 shares of Common Stock then outstanding) to
stockholders of record as of August 25, 2000. On December 2, 2000 the Company
returned to its stockholders the sum of $1.85 million (or $.09 per share, based
on 20,550,773 shares of Common Stock then outstanding) to stockholders of record
as of November 30, 2000. Future distributions to stockholders, if any, will be
made by the Board of Directors of the Company as the Company's net assets are
converted to cash. The actual amount and timing of future distributions, if any,
cannot be predicted at this time. The Company intends to distribute pro rata to
its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of
its property and net assets. The liquidation should be concluded prior to August
27, 2002 by a final liquidating distribution either directly to the stockholders
or to one or more liquidating trusts. Details regarding the plan to liquidate
and dissolve the Company can be found in the Company's Proxy Statement for its
1999 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission and mailed to stockholders on July 15, 1999.


                                       2
<PAGE>   3


PATENTS AND PROPRIETARY RIGHTS

ImmuLogic's material proprietary rights consisted of patents and licenses to
patents in the following areas: general immunotherapy and autoimmune, allergy
and drug abuse therapy.

The Company's rights relating to general immunotherapy were licensed from
Washington University and the Massachusetts Institute of Technology ("MIT"). The
licenses from Washington University and MIT terminated in 1999.

The Company's patents relating to allergy therapy were transferred to Heska
Corporation ("Heska") in 1999. The Company received $300,000 in cash in exchange
for the transfer of these patents and the Company's agreement to relinquish
certain of its rights to receive license fees and royalties under a license
agreement signed with Heska in 1998.

The Company's patents relating to drug abuse therapy were sold to Cantab
Pharmaceuticals plc ("Cantab") on February 2, 1999. See the description of this
transaction set forth under the heading "Risk Factors" below.

RISK FACTORS

The Company's plan is to conclude the business activities of the Company and
distribute the Company's net assets to its stockholders. The Company and its
future plans are subject to a number of risks and uncertainties, including those
set forth below:

The Company no longer satisfies the requirements for listing of its common stock
on the Nasdaq National Market ("Nasdaq"). The Company was delisted on January
22, 2000. Because Nasdaq has delisted the Company's common stock, the ability of
stockholders to buy and sell shares may be materially impaired. The Company's
common stock is now traded on the Nasdaq over-the-counter bulletin board.
Trading in the Company's common stock will cease altogether upon the earlier of
(i) a final liquidating distribution either to the Company's stockholders or to
a liquidating trust or (ii) August 27, 2002.

Any future payments which the Company may receive under its agreements with
Cantab and Heska, and, therefore, any future value which may be returned to the
Company's stockholders with respect to those agreements, are dependent upon the
successful development and commercialization of the products licensed or sold to
such companies, as the case may be. The respective ability of Cantab and Heska
to develop and commercialize their products is subject to all of the risks and
uncertainties inherent in the biotechnology industry, including those associated
with the early stage of development of such products, government regulation,
competition, patents and proprietary rights, manufacturing and marketing,
additional financing requirements and access to capital, product liability and
third-party reimbursement. There can be no assurance that any of these products
will be successfully developed or commercialized or that the Company will
receive any value with respect to them during the liquidation period.

The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab in 1999.
In exchange for these assets and cash totaling $6,000,000, the Company received
2,566,845 new Cantab Ordinary Shares of 2p each, which were represented by
855,615 American Depository Shares ("ADSs"). The Company has since sold all of
these shares. In addition, ImmuLogic is entitled to receive additional payments
if Cantab achieves certain


                                       3
<PAGE>   4


milestones in its cocaine and nicotine clinical development. These payments may,
at the option of Cantab, be paid in ADSs. These ADS's will be subject to certain
contractual limitations with respect to their disposition. Furthermore, the
value of these ADSs, if any, will depend upon the relative success of Cantab and
cannot be determined at this time.

The actual timing of future distributions, if any, cannot be predicted at this
time. The Company intends to distribute pro rata to its stockholders, in cash or
in-kind, or sell or otherwise dispose of, all of its property and net assets.
The liquidation should be concluded prior to the third anniversary thereof by a
final liquidating distribution either directly to the stockholders or to one or
more liquidating trusts. Details regarding the plan to liquidate and dissolve
the Company can be found in the Company's Proxy Statement for its 1999 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission and
mailed to stockholders on July 15, 1999.

EMPLOYEES

As of January 31, 2001, the Company had two part-time consultants and no
full-time employees.

ITEM 2. PROPERTIES

In February 1998, the Company entered into a phased sublease agreement with
Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the
Company's 85,000 square foot headquarters and research and development facility
located in Waltham, Massachusetts. The entire facility was subleased to Anadys
effective August 1, 1999. Under the terms of the sublease, Anadys has assumed
the Company's obligation under the lease in addition to reimbursing the Company
for a portion of the Company's leasehold improvements. The Company negotiated
with the landlord and Anadys an arrangement, which eliminated the Company's
liability for the lease in the event that Anadys were to default on its sublease
obligations. In consideration for such arrangement, the Company expects to
receive $55,000 per month through August 2002 or approximately $1.25 million in
the aggregate. If Anadys were to default on its lease agreement or if the
Company sold its interest in the lease, the Company would receive less than or
none of the $1.25 million. As of December 31, 2000, the Company has recorded
$856,000 as the estimated net realizable value of the sublease for the purpose
of liquidation basis accounting.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.


                                       4
<PAGE>   5


EXECUTIVE OFFICER OF THE REGISTRANT

The sole executive officer of the Company and his age and position with the
Company as of January 31, 2001 are as follows:

<TABLE>
<CAPTION>
            NAME                    AGE              POSITION WITH THE COMPANY
-----------------------------------------------------------------------------------
<S>                                 <C>          <C>
J. Richard Crowley                  45           President, Treasurer and Secretary
</TABLE>

J. RICHARD CROWLEY, a consultant to ImmuLogic, holds the position of President,
Treasurer and Secretary and previously served as ImmuLogic's interim Chief
Financial Officer through April 1999. Mr. Crowley is President of Keystone
Consulting, a contract financial and operational management services firm. Mr.
Crowley's experience from 1983 to 1995 includes senior financial and operational
positions with the LittlePoint Corporation, TransNational Financial Services and
the Crosby Vandenburgh Group. From 1979 to 1983, Mr. Crowley was employed by
Price Waterhouse, during which time he obtained his C.P.A. Mr. Crowley holds a
B.A. in Economics from Providence College. Mr. Crowley is also a member of the
Board of Directors of ImmuLogic.

Executive officers of the Company are elected by the Board of Directors on an
annual basis and serve at the discretion of the Board of Directors. There is no
family relationship among any of the officers or directors.


                                       5
<PAGE>   6


PART II

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

The Company's Common Stock is currently traded on the Nasdaq over-the-counter
bulletin board under the symbol IMUL. From May 1992 through January 22, 2000,
the Company's Common Stock was traded on the Nasdaq National Market under the
symbol IMUL. The Company's stock was delisted from the Nasdaq National Market on
January 22, 2000. The following table sets forth for the periods indicated the
range of high and low closing sale prices per share of the Common Stock as
reported by Nasdaq.

<TABLE>
<CAPTION>
                                              HIGH                LOW
----------------------------------------------------------------------
<S>                                          <C>                <C>
                    2000
                    ----
     First Quarter                           $  .75             $  .41
     Second Quarter                             .66                .34
     Third Quarter                              .66                .16
     Fourth Quarter                             .17                .05

                    1999
                    ----
     First Quarter                           $ 1.94             $ 1.25
     Second Quarter                            1.97               1.84
     Third Quarter                             2.09                .19
     Fourth Quarter                             .75                .16
</TABLE>

On December 31, 2000, there were approximately 331 holders of record of the
Company's Common Stock.

On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million (or $1.94 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of August 25, 1999. On September 1,
2000 the Company returned to its stockholders the sum of $9.7 million (or $.47
per share, based on 20,550,773 shares of Common Stock then outstanding) to
stockholders of record as of August 25, 2000. On December 2, 2000 the Company
returned to its stockholders the sum of $1.85 million (or $.09 per share, based
on 20,550,773 shares of Common Stock then outstanding) to stockholders of record
as of November 30, 2000. Future distributions to stockholders, if any, will be
made by the Board of Directors of the Company as the Company's net assets are
converted to cash. The actual amount and timing of future distributions, if any,
cannot be predicted at this time. The Company intends to distribute pro rata to
its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of
its property and net assets. The liquidation should be concluded prior to August
27, 2002 by a final liquidating distribution either directly to the stockholders
or to one or more liquidating trusts. Details regarding the plan to liquidate
and dissolve the Company can be found in the Company's Proxy Statement for its
1999 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission and mailed to stockholders on July 15, 1999.


                                       6
<PAGE>   7


ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data of the Company as of and for the five
years ended December 31, 2000 are derived from the financial statements of the
Company. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included as Item 7 and the financial statements and related
footnotes included as Item 8 in this Form 10-K. Effective July 1, 1999, the
Company adopted the liquidation basis of accounting and as a result does not
reflect full year operating results for 1999 in the selected financial data
shown below. For the six months ended December 31, 1999, the Company recorded an
increase in net assets of approximately $6 million relating to the adoption of
liquidation basis accounting.

<TABLE>
<CAPTION>
                                                                             YEAR ENDED         SIX MONTHS ENDED
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION DATA       DECEMBER 31, 2000     DECEMBER 31, 1999
-----------------------------------------------------------------------------------------------------------------

<S>                                                                       <C>                   <C>
(IN THOUSANDS)

Net assets in liquidation, beginning of period                                 $ 16,901             $ 48,943

Cash distribution to shareholders                                                11,509               39,868

Cash received from sale of Cantab stock                                         (10,364)                  --
CHANGES IN LIQUIDATION BASIS ACCOUNTING ESTIMATES:

(Decrease) increase in estimated net realizable value of Cantab stock            (1,636)               7,000

Decrease in milestones and royalties                                              1,500                   --

Net assets in liquidation, end of period                                       $  2,692             $ 16,901
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                               SIX MONTHS
CONSOLIDATED STATEMENT OF OPERATIONS DATA                    ENDED JUNE 30,                    YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------------------------------------

(IN THOUSANDS, EXCEPT PER SHARE DATA)                              1999               1998               1997               1996
<S>                                                             <C>                <C>                <C>                <C>
Total revenues                                                  $  1,088           $  4,345           $  2,049           $  9,239
Research and development expenses                                  1,088              5,198             17,103             25,882
General and administrative expenses                                2,179              2,161              6,390              6,830
Net loss                                                          (2,060)              (310)           (18,119)           (18,870)
Basic and diluted net loss per share                               (0.10)             (0.02)             (0.89)             (0.93)
Weighted average number of common Shares outstanding
                                                                  20,376             20,362             20,273             20,206
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                               CONSOLIDATED STATEMENT OF NET             CONSOLIDATED BALANCE SHEET
                                                    ASSETS IN LIQUIDATION

(IN THOUSANDS, EXCEPT CASH DISTRIBUTION DATA)      2000             1999             1998             1997             1996
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>              <C>              <C>              <C>
Cash and cash equivalents and short-and
long-term investments                            $ 1,009          $ 2,168          $48,628          $52,293          $70,047

Total assets                                       3,449           18,621           56,195           59,588           79,654

Net Assets in liquidation                          2,692           16,901               --               --               --

Long-term obligations                                 --               --              275              325              375

Stockholders' equity                                  --               --           53,758           54,019           71,926

Cash distributions, per share (1)                $   .56          $  1.94               --               --               --
                                               ------------------------------------------------------------------------------
</TABLE>
(1) Cash distributions based on 20,550,773 shares outstanding in the amount of
$11,508,433 and $39,868,500 in 2000 and 1999, respectively.


                                       7
<PAGE>   8


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

OVERVIEW
Since inception, the Company had focused on the research and clinical
development of products to treat allergies, autoimmune diseases, and vaccines
for the management of drugs of abuse.

On February 5, 1999, the Company announced that its Board of Directors had
decided to conclude the business activities of the Company as soon as
practicable. On March 23 1999, the Board of Directors approved a plan to
liquidate and dissolve the Company (the "Plan"). The Plan was approved by a
majority of the stockholders of the Company on August 25, 1999. The key features
of the Plan are (1) the conclusion of all business activities, other than those
in execution of the Plan; (2) the sale or disposition of all of the Company's
assets; (3) the satisfaction of all outstanding liabilities; (4) the payment of
liquidating distributions to stockholders in complete redemption of the Common
Stock; and (5) the authorization of the filing of Certificate of Dissolution
with the State of Delaware. As a result of the adoption of the Plan and the
imminent nature of the liquidation, the Company adopted the liquidation basis of
accounting effective July 1, 1999, whereby assets are valued at their estimated
net realizable values and liabilities are valued at their estimated settlement
amounts. The valuation of assets and liabilities requires many estimates and
assumptions by management and there are substantial uncertainties in carrying
out the provisions of the Plan. The amount and timing of future liquidating
distributions will depend upon a variety of factors including, but not limited
to, the actual proceeds from the sale of any of the Company's assets, the
ultimate settlement amounts of the Company's liabilities and obligations, and
actual costs incurred in connection with carrying out the Plan, including
management fees and administrative costs during the liquidation period.

The Company is a Delaware corporation and Delaware law requires that the Company
stay in existence as a non-operating entity for three years from August 27,
1999, the date the Company filed a certificate of dissolution in Delaware.
During the dissolution period, the Company will attempt to convert its remaining
net assets to cash as expeditiously as possible.

On September 1, 1999, the Company returned to its stockholders the sum of $39.9
million (or $1.94 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of August 25, 1999. On September 1,
2000 the Company returned to its stockholders the sum of $9.7 million (or $.47
per share, based on 20,550,773 shares of Common Stock then outstanding) to
stockholders of record as of August 25, 2000. On December 2, 2000 the Company
returned to its stockholders the sum of $1.85 million (or $.09 per share, based
on 20,550,773 shares of Common Stock then outstanding) to stockholders of record
as of November 30, 2000. Future distributions to stockholders, if any, will be
made by the Board of Directors of the Company as the Company's net assets are
converted to cash. The actual amount and timing of future distributions, if any,
cannot be predicted at this time. The Company intends to distribute pro rata to
its stockholders, in cash or in-kind, or sell or otherwise dispose of, all of
its property and net assets. The liquidation should be concluded prior to August
27, 2002 by a final liquidating distribution either directly to the stockholders
or to one or more liquidating trusts. Details regarding the plan to liquidate
and dissolve the Company can be found in the Company's Proxy Statement for its
1999 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission and mailed to stockholders on July 15, 1999.


                                       8
<PAGE>   9


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary objectives are (i) to liquidate its net assets in an
efficient manner that optimizes the values for such assets and (ii) to reduce
and control operating costs. The period of time to liquidate the assets and
distribute the proceeds of the Company's assets is subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the Company's control.

As of December 31, 2000, the Company had cash and cash equivalents of $1,009,000
invested primarily in money market funds.

 In December 1998, the Company signed an agreement with Cantab for the sale of
the Company's assets and the transfer of control over the programs related to
its drugs of addiction vaccine programs for the treatment of nicotine and
cocaine addiction (the "Nicotine and Cocaine Programs"). The assets sold
consisted primarily of patents and other intellectual property, as well as
certain equipment and materials used in these programs. In connection with this
sale, the Company remitted $6,000,000 in cash to Cantab in 1999 and received
2,566,845 Cantab ordinary shares in the form of 855,615 American Depository
Shares ("ADSs"). One ADS is equal to approximately three ordinary shares. Under
the terms of the Company's agreement with Cantab, the Company could not sell any
of the ADSs or Cantab ordinary shares represented by the ADSs prior to August 2,
1999. Thereafter, the Company could immediately sell up to 25% of the ADSs, and
then could sell an additional 25% every 90 days thereafter. In addition, the
Company was obligated to sell such shares through a broker or brokers designated
by Cantab and approved by the Company, and in a manner to be agreed upon by the
Company and Cantab that is mutually advantageous to the Company and Cantab,
considering the desire for the Company to sell and the desire of Cantab to avoid
undue disruption of the market for such securities.

On June 16, 2000, the Company converted 785,615 of its total 855,615 ADSs of
Cantab Pharmaceuticals Plc ("Cantab") into 2,356,845 Ordinary Shares of Cantab
and sold 1,300,000 of such Ordinary Shares on the London Stock Exchange for
aggregate gross proceeds of approximately $7,215,000. In addition, ImmuLogic
sold the remaining 70,000 ADSs to a private buyer in the United States for
aggregate gross proceeds of approximately $1,165,000.

In the third and fourth quarters of 2000, the Company sold the remaining
1,056,845 Ordinary Shares of Cantab on the London Stock Exchange for aggregate
net proceeds of approximately $2,019,000. The Company has no remaining holdings
of Cantab as of December 31, 2000.

The Company could receive up to a maximum of $11 million in milestone payments
contingent upon Cantab's successful development to the end of Phase II clinical
trials of the Nicotine and Cocaine Programs sold to Cantab. These payments may
be made in cash or in additional ADSs or a combination thereof at Cantab's
discretion. The Company would receive the following for successful completion of
the Phases as defined in the agreement as follows:


<TABLE>
<S>                                             <C>       <C>
             Cocaine............................Phase II  $2 million
             Nicotine...........................Phase I   $3 million
             Nicotine...........................Phase II  $6 million
</TABLE>

Upon receipt of the Phase II Cocaine or Phase I Nicotine milestones in the form
of Cantab stock or ADSs, the Company may sell up to 25% of such shares in each
of the four quarters following the


                                       9
<PAGE>   10


expiration of an initial six-month period. There would be no lock-up on shares
paid in respect of any additional milestones.

The Company could potentially also receive a share of net royalties Cantab may
receive from vaccine sales proportionate to the level of worldwide product sales
achieved. While the Company will attempt to monetize these potential royalty
streams, the Company does not anticipate receiving significant value for them
and thus has not recorded any net realizable value for the royalty streams. The
Company estimates that the range of value to be received from these milestones
and royalties to be $0 to $11 million based on the contract terms. This
reduction is due to the uncertainty surrounding Cantab's future resulting from
the discontinuance of certain Cantab programs announced in the fourth quarter of
2000. Due to the Cantab program failures and uncertainty regarding the future of
Cantab, the Company recorded $1.5 million as the estimated net realizable value
for the purpose of liquidation basis accounting.

In February 1998, the Company entered into a phased sublease agreement with
Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the
Company's 85,000 square foot headquarters and research and development facility
located in Waltham, Massachusetts. The entire facility was subleased to Anadys
effective August 1, 1999. Under the terms of the sublease, Anadys has assumed
the Company's obligation under the lease in addition to reimbursing the Company
for a portion of the Company's leasehold improvements. The Company negotiated
with the landlord and Anadys an arrangement, which eliminated the Company's
liability for the lease in the event that Anadys were to default on its sublease
obligations. In consideration for such arrangement, the Company expects to
receive $55,000 per month through August 2002 or approximately $1.25 million in
the aggregate. If Anadys were to default on its lease agreement or if the
Company sold its interest in the lease, the Company would receive less than the
$1.25 million. As of December 31, 2000, the Company has recorded $856,000 as the
estimated net realizable value of this sublease for the purpose of liquidation
basis accounting.

At December 31, 2000, the Company estimates that it will incur approximately
$650,000 of costs including management compensation, professional fees,
insurance, and facility costs to be incurred during the remaining liquidation
period through August 26, 2002. Accrued expenses and other current liabilities
consist primarily of costs incurred through June 30, 1999, including severance
costs and other operating costs incurred prior to the liquidation of the
Company.

RESULTS OF OPERATIONS

Changes in Net Assets in Liquidation for the Twelve Months ended December 31,
2000

Net assets in liquidation decreased in 2000 by approximately $14 million. This
decrease was primarily due to cash distributions to shareholders of
approximately $11.5 million and changes in liquidation basis accounting
estimates. The primary changes in liquidation basis accounting estimates
included decreases in the net realizable value of Cantab Stock of approximately
$1.6 million, the estimated milestone and royalty receivable from Cantab of $1.5
million and the estimated costs to be incurred during liquidation period of
approximately $200,000. The milestone and royalty receivable reduction is due to
the uncertainty surrounding Cantab's future resulting from the discontinuance of
certain Cantab programs announced in the fourth quarter of 2000 and the delay by
Cantab in the development of the nicotine and cocaine programs. While based on
the aforementioned business issues, the reduction in the milestone and royalty
receivable and the balance at December 31, 2000 was based on subjective
judgements by


                                       10
<PAGE>   11


management of the Company. The decrease in estimated costs to be incurred during
liquidation of approximately $200,000 is primarily due to the Company's revised
estimates of the various potential future costs expected to be incurred through
the liquidation period. No single item constituted the majority of the decrease.

Changes in Net Assets in Liquidation for the Six Months ended December 31,1999

Net assets in liquidation decreased by approximately $32 million. This decrease
was primarily due to a cash distribution to shareholders of approximately $39.9
million, offset by an estimated increase in the net realizable value of the
Cantab stock of $7 million.

Six Months Ended June 30, 1999 (the last period in which the Company had
operations)

All significant changes between 1999 and 1998 were due to the accrual of
estimated costs to liquidate the Company as discussed under the heading
"Liquidity and Capital Resources" and other costs incurred in discontinuing the
operations of the Company as discussed below.

Revenues for the six months ending June 30, 1999 were $1,088,000 which were
entirely generated from research and development services performed for Cantab.
These services terminated on June 30, 1999.

Research and development expenses for the six months ended June 30, 1999 were
$1,088,000, relating entirely to research and development services performed for
Cantab. These services terminated on June 30, 1999.

General and administrative expenses for the six months ended June 30, 1999 were
$2,179,000 which included approximately $1,006,000 in severance for 15
employees, including the former President and Chief Executive Officer of the
Company.

During the first six months of 1999, a net write-off of $966,000 was recorded in
connection with the disposition of the Company's Lease.

For the first six months of 1999, interest income was $1,085,000 resulting from
interest earned on an average cash and investment balance of approximately
$45,458,000.

FUTURE RESULTS

This Annual Report on Form 10-K contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," expects," "intends",
"estimates", and similar expressions are intended to identify forward-looking
statements. The Company's plan is to conclude the business activities of the
Company and distribute the Company's net assets to its stockholders. There are a
number of important factors that could affect the future activities of the
Company, including, without limitation, the factors set forth below.

The Company no longer satisfies the requirements for listing of its common stock
on the Nasdaq National Market ("Nasdaq"). The Company was delisted on January
22, 2000. Because Nasdaq has delisted the Company's common stock, the ability of
stockholders to buy and sell shares may be materially impaired.


                                       11
<PAGE>   12


The Company's common stock is now traded on the Nasdaq over-the-counter bulletin
board. Trading in the Company's common stock will cease altogether upon the
earlier of (i) a final liquidating distribution either to the Company's
stockholders or to a liquidating trust or (ii) August 27, 2002.

Any future payments which the Company may receive under its agreements with
Cantab and Heska, and, therefore, any future value which may be returned to the
Company's stockholders with respect to those agreements, are dependent upon the
successful development and commercialization of the products licensed or sold to
such companies, as the case may be. The respective ability of Cantab and Heska
to develop and commercialize their products is subject to all of the risks and
uncertainties inherent in the biotechnology industry, including those associated
with the early stage of development of such products, government regulation,
competition, patents and proprietary rights, manufacturing and marketing,
additional financing requirements and access to capital, product liability and
third-party reimbursement. There can be no assurance that any of these products
will be successfully developed or commercialized or that the Company will
receive any value with respect to them during the liquidation period.

The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab.
ImmuLogic is entitled to receive up to $11 million in additional payments if
Cantab achieves certain milestones in its cocaine and nicotine clinical
development. These payments may, at the option of Cantab, be paid in ADSs. In
addition, the ADSs which may be issued to the Company, are subject to extreme
price and volume fluctuations. Furthermore, the value of these ADSs, if any,
will depend upon the relative success of Cantab and cannot be determined at this
time.

The actual timing of future distributions cannot be predicted at this time. The
Company intends to distribute pro rata to its stockholders, in cash or in-kind,
or sell or otherwise dispose of, all of its property and net assets. The
liquidation should be concluded prior to the third anniversary thereof by a
final liquidating distribution either directly to the stockholders or to one or
more liquidating trusts. Details regarding the plan to liquidate and dissolve
the Company can be found in the Company's 1999 Proxy Statement filed with the
Securities and Exchange Commission and mailed to stockholders on July 15, 1999.

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's investment policy specifies credit quality standards for the
Company's investments and limits the amount of credit exposure to any single
issue, issuer or type of investment. The Company does not believe that it has
any material exposure to market risk with respect to derivative or other
financial instruments which would require disclosure under this item.


                                       12
<PAGE>   13


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT
        ACCOUNTANTS

To the Board of Directors and Stockholders of ImmuLogic Pharmaceutical
Corporation:

We have audited the accompanying consolidated statements of net assets in
liquidation of ImmuLogic Pharmaceutical Corporation (the "Company") as of
December 31, 2000 and 1999, and the related consolidated statements of changes
in net assets in liquidation for the year ended December 31, 2000 and the six
months ended December 31, 1999. In addition, we have audited the consolidated
statements of operations, cash flows and stockholders' equity for the six months
ended June 30, 1999 and the year ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, the Company's
stockholders have approved a plan of complete liquidation and dissolution of the
Company. As a result, the Company has changed its basis of accounting from the
going concern basis to the liquidation basis effective July 1, 1999, under which
the consolidated financial statements reflect assets at estimated net realizable
amounts and liabilities at estimated settlement amounts.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the net assets in liquidation of ImmuLogic
Pharmaceutical Corporation at December 31, 2000 and 1999, the changes in its net
assets in liquidation for the year ended December 31, 2000 and the six months
ended December 31, 1999 and the results of its operations and its cash flows for
the six months ended June 30, 1999 and the year ended December 31, 1998 in
conformity with accounting principles generally accepted in the United States of
America on the bases described in the preceding paragraph.


                                                 /s/ PRICEWATERHOUSECOOPERS LLP
                                                 -------------------------------
                                                     PRICEWATERHOUSECOOPERS LLP

February 6, 2001


                                       13
<PAGE>   14


IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                DECEMBER 31,    DECEMBER 31,
                                                                    2000            1999
                                                                ------------    ------------
<S>                                                             <C>             <C>
                                     ASSETS

Cash and cash equivalents                                         $ 1,009          $ 2,168
Cantab stock                                                           --           12,000
Milestones and royalties receivable                                 1,500            3,000
Landlord receivable                                                   856            1,400
Other assets                                                           84               53
                                                                  -------          -------

        Total assets                                              $ 3,449          $18,621
                                                                  -------          -------

                                   LIABILITIES

Estimated costs to be incurred during liquidation period              650            1,215
Accounts payable and accrued expenses                                 107              505

                                                                  -------          -------
        Total liabilities                                             757            1,720

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

NET ASSETS IN LIQUIDATION                                         $ 2,692          $16,901
                                                                  =======          =======
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                       14
<PAGE>   15


IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     TWELVE MONTHS         SIX MONTHS
                                                                         ENDED                ENDED
                                                                      DECEMBER 31,        DECEMBER 31,
                                                                          2000                1999
                                                                     -------------        ------------

<S>                                                                  <C>                  <C>
Net assets in liquidation, beginning of period                          $ 16,901           $ 48,943

Cash distribution to shareholders                                        (11,509)           (39,868)

Other net changes in cash and cash equivalents                            10,350                115

Cash received from milestones                                                 --               (300)

Cash received from landlord                                                 (544)              (272)

Net cash received from the sale of Cantab stock                          (10,364)                --

Net change in other assets and liabilities                                  (133)                --

Payment of estimated costs to be incurred and accrued expenses
                                                                             759              1,283


CHANGES IN LIQUIDATION BASIS ACCOUNTING
ESTIMATES:

Increase (decrease) in estimated net realizable value of
Cantab stock                                                              (1,636)             7,000

Decrease in estimated costs to be incurred during the
liquidation period                                                           204                 --

Decrease in milestones and royalty receivable                             (1,500)                --

Increase in investment income receivable                                     164                 --
                                                                        --------           --------


Net assets in liquidation December 31, 2000                             $  2,692           $ 16,901
                                                                        ========           ========
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                       15
<PAGE>   16


IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS)
(IN THOUSANDS), EXCEPT PER SHARE DATA

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                             SIX MONTHS ENDED        DECEMBER 31,
                                                             ------------------------------------
                                                              JUNE 30, 1999              1998
                                                             ------------------------------------

<S>                                                           <C>                    <C>
Revenues:
     Sponsored research revenues                              $      1,088           $      1,145
      Sale of programs                                                  --                  3,000
      License revenues                                                  --                    200
                                                              ------------           ------------
         Total revenues                                              1,088                  4,345
                                                              ------------           ------------
Operating expenses:
     Proprietary research and development                               --                  4,053
     Sponsored research and development                              1,088                  1,145
      General and administrative                                     2,179                  2,161
     Loss on leasehold improvements, net                               966                     --
                                                              ------------           ------------
         Total operating expenses                                    4,233                  7,359
                                                              ------------           ------------
Operating loss                                                      (3,145)                (3,014)
Interest income                                                      1,085                  2,704
                                                              ------------           ------------
Net loss                                                      $     (2,060)          $       (310)
                                                              ------------           ------------
Basic and diluted net loss per common share                   $      (0.10)          $      (0.02)
                                                              ------------           ------------
Weighted average number of common shares outstanding
                                                                20,376,323             20,362,157
                                                              ------------           ------------
Comprehensive loss:
Net loss                                                      $     (2,060)          $       (310)
Other comprehensive loss:
Unrealized loss on Cantab stock                                       (871)                    --
                                                              ------------           ------------
Comprehensive loss                                            $     (2,931)          $       (310)
                                                              ------------           ------------
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                       16
<PAGE>   17


IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS  (GOING CONCERN BASIS)
(In thousands)
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED
                                                                SIX MONTHS ENDED      DECEMBER 31,
                                                                ----------------------------------
                                                                 JUNE 30, 1999           1998
                                                                ----------------------------------
<S>                                                             <C>                   <C>
Cash flows for operating activities:
     Net loss                                                       $ (2,060)          $   (310)
     Adjustments to reconcile net loss to net cash used in
     operating activities:
         Depreciation and amortization                                    72                680
         Write-off of leasehold improvements                           1,446                201
         Shares issued for 401(k) employer match                          11                 48
         Gain on sale of equipment                                       (14)               (70)
Changes in assets and liabilities:
     Prepaid expenses and other assets                                   219             (2,790)
     Accounts payable and accrued expenses                               331             (3,082)
      Reduction in deferred rent                                        (616)                --
     Other current and long-term liabilities                            (325)               (50)
                                                                    --------           --------
         Total adjustments                                             1,124             (5,064)
                                                                    --------           --------
Net cash used in operating activities                                   (936)            (5,373)
Cash flows from investing activities:
      Purchase of Cantab stock                                        (6,000)                --
      Rent received for leasehold improvements                           463                480
     Proceeds from sale of equipment                                     133              1,227
     Purchase of short-term investments                                   --            (23,934)
     Redemption of short-term investments                              8,219             34,783
     Purchase of long-term investments                                    --             (2,871)
     Redemption of long-term investments                               4,142              6,107
                                                                    --------           --------
Net cash provided by investing activities                              6,957             15,792
Cash flows from financing activities:
     Proceeds from exercise of stock options                               1                 --
                                                                    --------           --------
Net cash provided by financing activities                                  1                 --
                                                                    --------           --------
Net increase (decrease) in cash and cash equivalents                   6,022             10,419
Cash and cash equivalents at beginning of period                      18,856              8,437
                                                                    --------           --------
Cash and cash equivalents at end of period                          $ 24,878           $ 18,856
                                                                    --------           --------
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                       17
<PAGE>   18


IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (GOING CONCERN BASIS)

<TABLE>
<CAPTION>
                                   No. of Shares of         Common        Additional      Unrealized   Accumulated     Total Stock-
                                       Common Stock          Stock           Paid-in  Loss on Cantab       Deficit  holders' Equity
                                                                             Capital           Stock
<S>                                <C>                 <C>              <C>           <C>            <C>            <C>
BALANCE AT DECEMBER 31, 1997           20,340,727          203,407       185,250,346           --     (131,434,613)      54,019,140

401(k) employer match                      26,945              270            48,167                                         48,437
Net loss                                                                                                  (309,574)        (309,574)
                                   ================================================================================================
BALANCE AT DECEMBER 31, 1998           20,367,672          203,677       185,298,513           --     (131,744,187)      53,758,003

Exercise of common stock options            1,750               17             1,383                                          1,400
401(k) employer match                       8,624               86            10,435                                         10,521
Unrealized loss on Cantab stock                                                          (871,658)                         (871,658)
Net loss                                                                                                (2,059,558)      (2,059,558)
                                   ------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1999               20,378,046      $   203,780      $185,310,331    $(871,658)   $(133,803,745)     $50,838,708
                                   ================================================================================================
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                       18
<PAGE>   19


IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.   NATURE OF BUSINESS

     ImmuLogic Pharmaceutical Corporation ("ImmuLogic" or the "Company") is a
     company which was in the biopharmaceutical industry to develop novel
     products with a primary emphasis on the diagnosis and treatment of
     allergies and on the immunological treatment of addiction. Since inception,
     the Company did not derive any revenues from product sales and has incurred
     significant operating losses.

     On March 23 1999, the Board of Directors of ImmuLogic Pharmaceutical
     Corporation (the "Company") approved a plan to liquidate and dissolve the
     Company (the "Plan"). The Plan was approved by a majority of the
     stockholders of the Company on August 25, 1999. The Plan was the end result
     of the restructuring which began in 1997 and included the sale of the
     Company's programs to Cantab Pharmaceuticals plc ("Cantab"), the sub-lease
     of its Waltham, Massachusetts facility and a reduction in workforce. The
     key features of the Plan are (1) the conclusion of all business activities,
     other than those in execution of the Plan; (2) the sale or disposition of
     all of the Company's assets; (3) the satisfaction of all outstanding
     liabilities; (4) the payment of liquidating distributions to stockholders
     in complete redemption of the Common Stock; and (5) the authorization of
     the filing of Certificate of Dissolution with the State of Delaware.

B.   LIQUIDATION BASIS OF ACCOUNTING

     The consolidated financial statements for fiscal 1998 and for the six
     months ended June 30, 1999 were prepared on the going concern basis of
     accounting which contemplates realization of assets and satisfaction of
     liabilities in the normal course of business. As a result of the adoption
     of the Plan and the imminent nature of the liquidation, the Company adopted
     the liquidation basis of accounting effective July 1, 1999. This basis of
     accounting is considered appropriate when, among other things, liquidation
     of a company appears imminent and the net realizable value of assets are
     reasonably determinable. Under this basis of accounting, assets are valued
     at their estimated net realizable values and liabilities are valued at
     their estimated settlement amounts. The conversion from the going concern
     to liquidation basis of accounting has required management to make
     significant estimates and judgements. In order to record assets at
     estimated net realizable value and liabilities at estimated settlement
     amounts under liquidation basis accounting, on July 1, 1999 the Company
     recorded the following adjustments: recorded a $3.1 million decrease in the
     value of the Cantab stock, recorded a $3.2 million receivable for
     milestones and royalties, and recorded an accrual of $1.3 million for costs
     to be incurred during the liquidation period. Due to the significant
     increase in the trading value of the Cantab stock in the fourth quarter of
     1999, the Company recorded an adjustment to increase the net estimated
     realizable value of the Cantab stock from $5 million to $12 million. In
     2000 the Company sold its entire position in Cantab for approximately
     $10,364,000. Additionally in 2000, the Company reduced the estimated


                                       19
<PAGE>   20


     receivable for milestones and royalties by $1.5 million and decreased its
     estimate for estimated costs to be incurred by $204,000 to $650,000 for the
     remainder of the liquidation period through August 26, 2002. The decrease
     in estimated costs to be incurred during liquidation of approximately
     $200,000 is primarily due to the Company's revised estimates of the various
     potential future costs expected to be incurred through the liquidation
     period.

     The amount and timing of future liquidating distributions will depend upon
     a variety of factors including, but not limited to, the actual proceeds
     from the sale of any of the Company's net assets, the ultimate settlement
     amounts of the Company's liabilities and obligations, actual costs incurred
     in connection with carrying out the Plan, including management fees and
     administrative costs during the liquidation period, and the timing of the
     liquidation and dissolution. A summary of significant estimates and
     judgements utilized in preparation of the December 31, 2000 consolidated
     financial statements on a liquidation basis follows:

     Milestones & Royalties

     The Company could receive up to a maximum of $11 million in milestone
     payments contingent upon Cantab's successful development to the end of
     Phase II clinical trials of the Nicotine and Cocaine Programs sold to
     Cantab. These payments may be made in cash or in additional ADSs or a
     combination thereof at Cantab's discretion. The Company would receive the
     following for successful completion of the Phases as defined in the
     agreement as follows:

<TABLE>
<S>                                               <C>       <C>
               Cocaine............................Phase II  $2 million
               Nicotine...........................Phase I   $3 million
               Nicotine...........................Phase II  $6 million
</TABLE>

     Upon receipt of the Phase II Cocaine or Phase I Nicotine milestones in the
     form of Cantab stock or ADSs, the Company may sell up to 25% of such shares
     in each of the four quarters following the expiration of an initial
     six-month period. There would be no lock-up on shares paid in respect of
     any additional milestones.

     The Company could potentially also receive a share of net royalties Cantab
     may receive from vaccine sales proportionate to the level of worldwide
     product sales achieved. While the Company will attempt to monetize these
     potential royalty streams, the Company does not anticipate receiving
     significant value for them and thus has not recorded any net realizable
     value for the royalty stream.

     The Company estimates that the range of value to be received from these
     milestones and royalties to be $0 to $11 million based on the contract
     terms. During 2000 the Company has reduced the net realizable value of
     these milestones from the $3 million recorded as of December 31, 1999 to
     $1.5 million. This reduction is due to the uncertainty surrounding Cantab's
     future resulting from the discontinuance of certain Cantab programs
     announced in the fourth quarter of 2000 and the delay by Cantab in the
     development of the nicotine and


                                       20
<PAGE>   21


     cocaine programs. While based on the aforementioned business issues, the
     reduction in the milestone and royalty receivable and the balance at
     December 31, 2000 was based on subjective judgements by management of the
     Company.

     Cash Distribution

     On September 1, 1999, the Company returned to its stockholders the sum of
     $39.9 million (or $1.94 per share, based on 20,550,773 shares of Common
     Stock currently outstanding) to stockholders of record as of August 25,
     1999. On September 1, 2000 the Company returned to its stockholders the sum
     of $9.7 million (or $.47 per share, based on 20,550,773 shares of Common
     Stock currently outstanding) to stockholders of record as of August 25,
     2000. On December 2, 2000 the Company returned to its stockholders the sum
     of $1.85 million (or $.09 per share, based on 20,550,773 shares of Common
     Stock currently outstanding) to stockholders of record as of November 30,
     2000. Future distributions to stockholders would be made by the Board of
     Directors of the Company as the Company's net assets are converted to cash.
     The actual amount and timing of future distributions cannot be predicted at
     this time. The Company intends to distribute pro rata to its stockholders,
     in cash or in-kind, or sell or otherwise dispose of, all of its property
     and net assets. The liquidation should be concluded prior to August 27,
     2002 by a final liquidating distribution either directly to the
     stockholders or to one or more liquidating trusts. Details regarding the
     plan to liquidate and dissolve the Company can be found in the Company's
     1999 Proxy Statement filed with the Securities and Exchange Commission and
     mailed to stockholders on July 15, 1999.

     Landlord Receivable

     In February 1998, the Company entered into a phased sublease agreement with
     Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for
     the Company's 85,000 square foot headquarters and research and development
     facility located in Waltham, Massachusetts. The entire facility was
     subleased to Anadys effective August 1, 1999. Under the terms of the
     sublease, Anadys has assumed the Company's obligation under the lease in
     addition to reimbursing the Company for a portion of the Company's
     leasehold improvements. The Company negotiated with the landlord and Anadys
     an arrangement, which eliminated the Company's liability for the lease in
     the event that Anadys were to default on its sublease obligations. In
     consideration for such arrangement, the Company expects to receive $55,000
     per month through August of 2002 or approximately $1.25 million in the
     aggregate. If Anadys were to default on its lease agreement or if the
     Company sold its interest in the lease, the Company would receive less than
     or none of the $1.25 million. As of December 31, 2000, the Company has
     recorded $856,000 as the estimated net realizable value for the purpose of
     liquidation basis accounting.

     Liabilities

     At December 31, 2000, the Company estimates that there are $650,000 of
     costs remaining to be incurred during the remaining liquidation period
     through August 26, 2002.


                                       21
<PAGE>   22


C.   ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
     the Company and its wholly-owned subsidiary, ImmuLogic Securities
     Corporation. All intercompany accounts and transactions have been
     eliminated.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles for liquidation requires management to make
     certain estimates and assumptions that affect the net realizability of
     assets and estimated costs to be incurred during the liquidation period and
     disclosure of contingent assets and liabilities at the date of the
     financial statements. Actual results could differ from those estimates.

     CASH

     As of December 31, 2000, the Company had cash and cash equivalents of
     $1,009,000 invested primarily in money market funds.

     REVENUE RECOGNITION

     Payments associated with rights to license or sublicense the Company's
     technology were recognized as revenue when payments were received. Payments
     in connection with sponsored research and the sale of programs were
     recognized as revenue when earned under the terms of the agreements.

     RESEARCH AND DEVELOPMENT

     All research and development costs were expensed as incurred.

     INCOME TAXES

     The Company follows the liability method of accounting for income taxes
     whereby a deferred tax liability is measured by the enacted tax rates which
     will be in effect when any differences between the financial statements and
     tax basis of assets reverse. The deferred tax liability can be reduced by
     net operating losses being carried forward for tax purposes.

     The measurement of deferred tax assets is reduced by a valuation allowance
     if, based upon weighted available evidence, it is more likely than not that
     some or all of the deferred tax assets will not be realized.

     NET LOSS PER COMMON SHARE

     As explained in Note B, effective July 1, 1999 the Company adopted the
     liquidation basis of accounting. Accordingly, the presentation of per
     common share information on a liquidation basis is not considered
     meaningful and has been omitted.


                                       22
<PAGE>   23


     The basic loss per common share, for periods prior to July 1, 1999 was
     computed based upon the weighted average number of common shares
     outstanding. The Company had 0, 0, and 1,532,018 options outstanding at
     December 31, 2000, 1999 and 1998, respectively. These options were not
     included in the calculation of dilutive common equivalent shares however,
     since the effect of their inclusion would have been anti-dilutive.

D.   PROPERTY AND EQUIPMENT

     During 1999, all of the Company's equipment and furniture was sold. In
     addition, the Company recorded a loss on leasehold improvements in the
     amount of $1,446,000 to record the leaseholds at their net realizable value
     for liquidation basis accounting.

     Depreciation and amortization expense associated with property and
     equipment was approximately $72,000, and $680,000, 1999 and 1998,
     respectively.

E.   STOCKHOLDERS' EQUITY

     COMMON STOCK

     At December 31, there were 20,550,773 common shares issued and outstanding
     for the years 2000 and 1999, respectively.

     PREFERRED STOCK

     The Company has authorized a single class of preferred stock, par value
     $.01, consisting of 1,000,000 shares. This preferred stock may be issued in
     series with such rights, preferences and privileges as the Board of
     Directors may determine.

     SHAREHOLDER RIGHTS PLAN

     On July 11, 1995, the Board of the Company declared a dividend of one
     preferred stock purchase right (a Right) for each outstanding share of the
     Company's Common Stock to stockholders of record at the close of business
     on August 1, 1995. The Company adopted the plan to protect shareholders
     against unsolicited attempts to acquire control of the Company that do not
     offer what the Company believes to be an adequate price to all
     shareholders. Each Right entitles the registered holder to purchase from
     the Company a unit consisting of one one-thousandth of a share of Series A
     Junior Participating Preferred Stock, $.01 par value (the Preferred Stock),
     at a purchase price of $75 in cash per unit subject to adjustment.

     Initially, the Rights will be attached to all Common Stock certificates
     representing shares then outstanding, and no separate Rights Certificates
     will be distributed. The Rights will separate from the Common Stock and a
     Distribution Date will occur upon the earlier of (i) 10 days following a
     public announcement that a person or group of affiliated or associated
     persons (an Acquiring Person) has acquired, or obtained the right to
     acquire, beneficial ownership of 20% or more of the outstanding shares of
     Common Stock, or (ii) 10 business days following the commencement of a
     tender offer or exchange offer that would result in a person or group
     beneficially owning 30% or more of such outstanding shares of Common Stock.


                                       23
<PAGE>   24


     The Rights are not exercisable until the Distribution Date and will expire
     at the close of business on August 1, 2005, unless earlier redeemed or
     exchanged by the Company as described below.

     In the event that any stockholder becomes an Acquiring Person, except
     pursuant to a Permitted Offer, each Right will thereafter entitle the
     holder thereof to receive, upon exercise, that number of shares of Common
     Stock which equals the exercise price of the Right divided by one-half of
     the current market price (as defined in the Rights Agreement) of the Common
     Stock at the date of the occurrence of the event.

     Preferred Stock purchasable upon exercise of the Rights will not be
     redeemable. Each share of Preferred Stock will be entitled to a minimum
     preferential quarterly dividend payment of $10 per share and will be
     entitled to an aggregate dividend of 1,000 times the dividend declared per
     share on Common Stock. In the event of liquidation, the holders of the
     Preferred Stock will be entitled to a minimum preferential liquidation
     payment of $1,000 per share and will be entitled to an aggregate payment of
     1,000 times the payment made per share of Common Stock. Each share of
     Preferred Stock will have 1,000 votes, voting together with the Common
     Stock. Finally, in the event of any merger, consolidation, or other
     transaction in which Common Stock is exchanged, each share of Preferred
     Stock will be entitled to receive 1,000 times the amount received per share
     of Common Stock. These rights are subject to adjustment for any stock
     split, stock dividend, recapitalization, or similar event. At December 31,
     2000, 20,550,773 preferred stock purchase rights were outstanding.

     STOCK OPTIONS

     As of December 31, 2000, there were no stock options outstanding. The
     Company's stock option plan activity is summarized as follows:
<TABLE>
<CAPTION>
                                                  Number         Weighted Average
                                                of Options        Exercise Price
     ----------------------------------------------------------------------------
<S>                                            <C>               <C>
     Outstanding at December 31, 1997            1,993,218           $   8.25
       Granted during 1998                         313,000               1.44
       Exercised during 1998                            --                 --
       Canceled during 1998                       (774,200)              9.17
                                                ----------           --------
     Outstanding at December 31, 1998            1,532,018               7.98
       Granted during 1999                              --                 --
       Exercised during 1999                      (174,477)              1.44
       Canceled during 1999                     (1,357,541)              7.03
                                                ----------           --------
     Outstanding at December 31, 1999                   --           $     --
       Granted during 2000                              --                 --
       Exercised during 2000                            --                 --
       Canceled during 2000                             --                 --
                                                ----------           --------
     Outstanding at December 31, 2000                   --           $     --
                                                ==========           ========
</TABLE>


                                       24
<PAGE>   25


F.   EMPLOYEE BENEFITS
     The Company had a 401(k) savings plan (the Plan) which was available to all
     of its qualified permanent employees. Participants could contribute up to
     15 percent of their annual compensation to the Plan, subject to certain
     limitations. The employer match to the Plan was in the form of Company
     Common Stock and was calculated as the lesser of up to one-half of six
     percent of a participant's total compensation or $2,000 annually in value
     of Common Stock. The fair market value on the date of issuance of the
     Common Stock pursuant to the matching contributions totaled approximately
     $11,000 and $25,000 in 1999 and 1998, respectively. Due to the Company's
     liquidation, the Plan was terminated during 1999. The Company has
     distributed the assets of the Plan.

G.   INCOME TAXES
     At December 31, 2000 the Company had available for federal income tax
     purposes net operating loss carryforwards of approximately $137,000,000
     expiring in the years 2002 through 2019, which are available to reduce
     future federal taxable income. The Company also has available research and
     experimentation tax credits of approximately $3,700,000 at December 31,
     2000, expiring in the years 2002 through 2018. The net operating loss
     carryforwards are subject to limitation in any given year in the event of
     significant changes in ownership. The Company has established a valuation
     reserve against the entire deferred tax asset arising from these
     carryforwards due to the uncertainty of earning sufficient taxable income
     and accordingly, has not given recognition to these tax benefits in the
     accompanying financial statements. The Company does not believe these
     operating loss carryforwards have material value and any benefit relating
     to these operating losses could be lost due to failure to meet the
     continuity of business requirements.

     Significant components of the Company's deferred tax assets and liabilities
     are as follows:
<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                               2000                   1999
----------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>
Deferred tax assets and liabilities:
  Net operating loss and tax credit carryforwards          $ 54,723,900           $ 60,369,608
  Accrued expenses                                              302,800                612,000
  Accrued revenue                                              (942,404)            (1,760,000)
  Other                                                           9,054                 12,482
                                                           ------------           ------------
Total deferred tax assets and liabilities                    54,093,350             59,234,090
                                                           ------------           ------------

Valuation allowance                                         (54,093,350)           (59,234,090)
                                                           ------------           ------------

Net deferred tax assets and liabilities                    $         --           $         --
                                                           ============           ============
</TABLE>


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

None.

PART III


                                       25
<PAGE>   26


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth the names, ages and positions of the
executive officers and directors of the Company as of January 31, 2001.

<TABLE>
<CAPTION>
     Name                            Age      Position
     ----                            ---      --------

<S>                                  <C>      <C>
     J. Richard Crowley              45       Director, President, Secretary and
                                              Treasurer of the Company

     Carl S. Goldfischer, M.D.       42       Director

     Daniel J. Korpolinski           58       Director
</TABLE>

     Mr. J. Richard Crowley, a consultant to the Company, served as the
Company's interim Chief Financial Officer from May 1997 until April 1, 1999,
when he was appointed President, Secretary and Treasurer. Mr. Crowley is
President of Keystone Consulting, a contract financial and operational
management services firm which he founded in 1995. Mr. Crowley's experience from
1983 to 1995 includes senior financial and operational positions with the
LittlePoint Corporation, a children's consumer products company, TransNational
Financial Services, a marketer of financial products to affinity groups, and the
Crosby Vandenburgh Group, a contract publisher. From 1979 to 1983, Mr. Crowley
was with Price Waterhouse, during which time he obtained his C.P.A. Mr. Crowley
holds a B.A. in Economics from Providence College. Mr. Crowley also serves on
the Company's Board of Directors.

     Dr. Carl S. Goldfischer became a member of the Company's Board of Directors
in March 1997. Dr. Goldfischer is currently a private investor. From May 1996
until December 2000, Dr. Goldfischer served as Vice President, Finance and
Strategic Planning and Chief Financial Officer of ImClone Systems, Inc., a
publicly held biotechnology company. From June 1994 until May 1996, Dr.
Goldfischer served as a health care analyst with Reliance Insurance, an
insurance company. From June 1991 until June 1994, Dr. Goldfischer was Director
of Research for D. Blech & Co., a securities firm. Dr. Goldfischer received a
doctorate of medicine from Albert Einstein College of Medicine in 1988 and
served as a resident in radiation oncology at Montefiore Hospital of the Albert
Einstein College of Medicine until 1991.

     Daniel L. Korpolinski became a member of the Company's Board of Directors
in September 1999. Mr. Korpolinski is currently the President and Chief
Executive Officer of StressGen Biotechnologies. From August 1998 to January 2000
Mr. Korpolinski served as the President and Chief Executive Officer, and a
director, of Copley Pharmaceutical Inc., a publicly held pharmaceutical company.
From June 1996 to August 1998, Mr. Korpolinski served as President and Chief
Executive Officer of Prodromics On Line, a health informatics company with
databases for the diagnosis of mental and physical disease. From October 1991 to
June 1996, Mr. Korpolinski served as President and Chief Executive Officer of
CoCensys, Inc., a biopharmaceutical company.


                                       26
<PAGE>   27


Item 11. EXECUTIVE COMPENSATION

     SUMMARY COMPENSATION TABLE

     The following sets forth certain information regarding compensation paid
during each of the Company's last three fiscal years to each person who served
as the Company's sole executive officer (the "Named Executive Officer").

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                                                                 COMPENSATION
                                                                                    AWARDS
                                                                                SHARES SUBJECT
NAME AND PRINCIPAL                          ANNUAL COMPENSATION                    TO OPTIONS        ALL OTHER
POSITION                          YEAR           SALARY             BONUS           GRANTED       COMPENSATION(1)
------------------                ----      -------------------     -----       --------------    ---------------

<S>                               <C>           <C>               <C>           <C>               <C>
J. Richard Crowley                2000          $170,573          $ 25,000                --             --
President, Secretary and          1999           176,386            43,000                --             --
Treasurer(1)                      1998           101,386                --            17,273(2)          --
</TABLE>

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

(1)  Mr. Crowley joined the Company as interim Chief Financial Officer in 1997.
     Mr. Crowley was appointed President, Secretary and Treasurer effective
     April 1, 1999. Mr. Crowley also serves on the Company's Board of Directors.

(2)  Mr. Crowley agreed to the termination of his options in April 1999.


                                       27
<PAGE>   28


                        OPTION GRANTS IN LAST FISCAL YEAR

     No options were granted to the Named Executive Officer in 2000.

                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                      AND OPTION VALUES AT FISCAL YEAR-END

     The Named Executive Officer held no unexercised options at December 31,
2000.


EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS

     The Company entered into an employment agreement with its former CEO, Dr.
Joseph Marr on July 3, 1996, as amended, relating to the obligations of the
Company to Dr. Marr in the event of termination of his employment. The agreement
provided that if the Company terminated Dr. Marr's employment for cause, the
Company would be obligated to pay Dr. Marr his compensation and benefits through
the last day of his actual employment. If Dr. Marr terminated his employment for
"good reason" (as defined in the agreement), or his employment was terminated
(other than for "cause," as defined in the agreement) upon a "change in control"
(as defined in the agreement), Dr. Marr would receive a lump-sum cash payment
equal to 12 months of compensation at the level of compensation immediately
prior to termination (the "Base Compensation"). In addition, Dr. Marr would be
eligible to receive an amount equal to the Base Compensation in accordance with
the Company's normal payroll procedures beginning 12 months after the date of
termination and ending 24 months after the date of termination. Compensation
paid during this 12-month period would be offset by other compensation earned in
an employment or consulting arrangement during such period. Furthermore, the
Company would continue to provide medical and other benefits to Dr. Marr for a
period of up to 24 months. Finally, all unvested stock options held by Dr. Marr
would vest upon termination and would be exercisable for 12-months after the
date of termination. At the request of the Board of Directors and as a result of
the significant diminution of his responsibilities, Dr. Marr resigned from the
Company for "good reason" effective April 1, 1999 and is entitled to receive
amounts payable under this agreement, including acceleration in full of the
vesting of all options held by him, which were subsequently cancelled in
December 1999 by letter agreement between the Company and Dr. Marr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the Compensation Committee of the Board of Directors of the
Company was at any time during 2000, or formerly, an officer or employee of the
Company or any subsidiary of the Company, nor has any member of the Compensation
Committee had any relationship with the Company requiring disclosure under Item
404 of Regulation S-K under the Securities Exchange Act of 1934 (as amended, the
"Exchange Act"). No executive officer of the Company has served as a director or
member of the Compensation Committee (or other Committee serving an equivalent
function) of any other entity, whose executive officers served as a director of
or member of the Compensation Committee of the Company.


                                       28
<PAGE>   29


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Exchange Act and regulations of the Securities and
Exchange Commission (the "Commission") thereunder require the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of initial
ownership and changes in ownership with the Commission and the National
Association of Securities Dealers, Inc. Such officers, directors and ten-percent
stockholders are also required by the rules of the Commission to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, or written representations
from certain reporting persons that no other reports were required for such
persons, the Company believes that, during or with respect to the period from
January 1, 2000 to December 31, 2000, all of its executive officers, directors
and ten-percent stockholders complied with their Section 16(a) filing
obligations.

COMPENSATION OF DIRECTORS

     The Company maintains a compensation program for each director who is not
an employee of the Company or any subsidiary of the Company and who does not
receive more than $50,000 in any year pursuant to a consulting contract with the
Company. Pursuant to this compensation program, each such director receives cash
compensation of $25,000 per annum for his services as a director.


                                       29
<PAGE>   30


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information, as of January 31, 2001,
(except as otherwise noted), with respect to the beneficial ownership of the
shares of Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
current director of the Company, (iii) each of the Named Executive Officers of
the Company, and (iv) all directors and executive officers of the Company as a
group.


<TABLE>
<CAPTION>
                                                                                    PERCENTAGE OF
         NAME AND ADDRESS OF                          SHARES OF COMMON STOCK        OUTSTANDING
         BENEFICIAL OWNER                             BENEFICIALLY OWNED(1)         COMMON STOCK(2)
         -------------------                          ----------------------        ---------------
<S>                                                   <C>                           <C>
5% Stockholders

Carl C. Ichan (3)
  c/o Ichan Associates Corp.                                3,006,000                   14.63%
  767 Fifth Avenue, 47th Floor
  New York, NY 10153

State of Wisconsin Investment Board(4)                      2,211,500                   10.76%
  Lake Terrace
  121 East Wilson Street
  Madison, WI 53703


Directors and Named Executive Officers

Carl S. Goldfischer, M.D                                            0                       0%

Daniel J. Korpolinski                                               0                       0%

J. Richard Crowley                                                  0                       0%
  President, Secretary and Treasurer;
  Director

All directors and executive officers as a group (3
persons)                                                            0                       0%
</TABLE>

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


                                       30
<PAGE>   31

(1)  The inclusion herein of any shares of Common Stock deemed beneficially
     owned does not constitute an admission of beneficial ownership of those
     shares. Unless otherwise indicated, each stockholder referred to above has
     sole voting and investment power with respect to the shares listed. The
     number of shares of Common Stock beneficially owned by each director and
     executive officer is determined under the rules of the Commission and the
     information is not necessarily indicative of beneficial ownership for any
     other purpose. Under such rules, beneficial ownership includes any shares
     as to which each executive officer has sole or shared voting power or
     investment power and also any shares of Common Stock into which any options
     held by such executive officer are exercisable within 60 days after January
     31, 2001.

(2)  Based upon 20,550,773 shares of Common Stock outstanding as of January 31,
     2001.

(3)  Based upon a Schedule 13D filed with the Commission on September 7, 1999 by
     High River Limited Partnership ("High River"), Riverdale LLC ("Riverdale")
     and Carl C. Ichan ("Ichan"), indicating shared voting and dispositive power
     with respect to 3,006,000 shares of Common Stock. According to statements
     set forth in this filing, Riverdale, an entity which is wholly-owned by
     Ichan, is the general partner of High River, the record holder of such
     shares.

(4)  The State of Wisconsin Investment Board filed a Schedule 13G/A with the
     Commission dated February 9, 2000, indicating sole voting and dispositive
     power with respect to 2,211,500 shares of Common Stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On July 3, 1996, the Company and Dr. Marr entered into an employment
relating to the obligations of the Company to Dr. Marr in the event of
termination of his employment. See "Employment Termination and Change in Control
Arrangements" under the heading, "Item 11 -- Executive Compensation."


                                       31
<PAGE>   32


PART IV

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

(A)      Documents filed as part of this report:

         1.  FINANCIAL STATEMENTS
             The following financial statements are included in Part II Item 8
             filed as part of this Form 10-K:

             Report of Independent Accounts

             Consolidated Statement of Net Assets in Liquidation as of December
             31, 2000 and 1999

             Consolidated Statement of Changes in Net Assets in Liquidation for
             the year ended December 31, 2000 and for the six months ended
             December 31, 1999

             Consolidated Statements of Operations for the six months ended June
             30, 1999 and years ended December 31, 1998 and 1997 (Going Concern
             Basis)

             Consolidated Statements of Cash Flows for the six months ended June
             30, 1999 and years ended December 31, 1998 and 1997 (Going Concern
             Basis)

             Consolidated Statements of Changes in Stockholders' Equity for the
             six months ended June 30, 1999 and for the years ended December 31,
             1998 and 1997 (Going Concern Basis)

             Notes to Consolidated Financial Statements

         2.  FINANCIAL STATEMENT SCHEDULES
             The Financial Statement Schedules have been omitted because they
             are either not applicable or the required information is included
             in the Consolidated Financial Statements or Notes thereto.

         3.  EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
             The Exhibit Index is set forth on page 35 of this Form 10-K
             immediately preceding the exhibits filed as part of this annual
             report on Form 10-K and is incorporated by reference herein.

(B)      Reports filed on Form 8-K for the quarter ended December 31, 2000.

         None.


                                       32
<PAGE>   33


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.

                                       IMMULOGIC PHARMACEUTICAL CORPORATION

                                       By: /s/ J. Richard Crowley
                                           -------------------------------------
                                           J. Richard Crowley
                                           President, Secretary and Treasurer

Date:  March 20, 2001


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:

<TABLE>
<CAPTION>
        SIGNATURE                            DATE                             TITLE


<S>                                     <C>                      <C>
                                        March 20, 2001           President, Secretary and Treasurer
------------------------------                                   (Principal Exec. and Financial Officer)
J. Richard Crowley


                                        March 20, 2001           Director
------------------------------
Carl S. Goldfischer


                                        March 20, 2001           Director
------------------------------
Daniel Korpolinski
</TABLE>


                                       33
<PAGE>   34


EXHIBIT INDEX

IMMULOGIC PHARMACEUTICAL CORPORATION
ANNUAL REPORT
FORM 10-K - 2000

<TABLE>
<CAPTION>
EXHIBIT NO.    DESCRIPTION
-------------------------------------------------------------------------------------

<S>            <C>
  3.01(3)      Restated Certificate of Incorporation of the Registrant, as
               amended.

  3.02(1)      Amended and Restated By-laws of the Registrant.

  4.01(1)      Specimen certificate for shares of the Registrant's Common Stock.

  4.02(1)      Description of capital stock (contained in the Restated Certificate of
               Incorporation the Registrant, as amended, filed as Exhibit 3.01)

 10.16(1)      Office Lease, dated November 13, 1991, between the Registrant and
               Lincoln Street Trust.

 10.27(2)      Rights Agreement dated as of August 1, 1995, between the
               Registrant and the First National Bank of Boston.

 10.34(4)      Amendment No. 1 to the Rights Agreement dated as of April 3,
               1996.

 10.39(5)      Consultation Agreement dated May 13, 1997 between the Registrant
               and J. Richard Crowley.

 10.40(6)      Sublease dated January 22, 1998 between the Registrant as
               sublandlord and Scriptgen Pharmaceuticals, Inc. as subtenant for
               the facility at 610 Lincoln Street, Waltham, Massachusetts.

 10.41(7)      License Agreement, dated June 16, 1998, by and between the
               Registrant and Heska Corporation.

 10.42(8)      Purchase Agreement, dated December 18, 1998, by and between the
               Registrant and Cantab Pharmaceuticals plc.

 10.43(9)      Amendment to the License Agreement, dated June 16, 1998, by and
               between the Registrant and Heska Corporation.

 10.44(9)      Amendment to the Office Lease, dated November 13, 1991, by and
               between the Registrant and Lincoln Street Trust.
</TABLE>


                                       34
<PAGE>   35


<TABLE>
<S>            <C>
 10.45(9)      Letter Agreement dated July 30, 1999 by and between the
               Registrant and Lincoln Street Trust.

 21.01(1)      Subsidiaries of the Registrant.
</TABLE>

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

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (File No. 33-39592).

(2)  Incorporated by reference to the Company's Form 8-K filed on July 27, 1995,
     as amended by Form 8-K/A on August 2, 1995, with respect to the adoption of
     the Rights Agreement.

(3)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the period ended June 30, 1996.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1996.

(5)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the period ended June 30, 1997.

(6)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ended December 31, 1997.

(7)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(8)  Incorporated by reference to the Company's Current Report on Form 8-K dated
     February 2, 1999.

(9)  Incorporated by reference to the Company's Annual Report on Form 10-K dated
     March 30, 2000.

     The Company will furnish copies of any of the above exhibits at reasonable
     cost to its shareholders and upon written request to Investor Relations, 12
     Alfred Street, Suite 300, Woburn, MA 01801.


                                       35