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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-K
 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2005
OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from ______ to ________
Commission File Number: 0-19131
 MEDIMMUNE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    52-1555759
(I.R.S. Employer
Identification No.)
 One MedImmune Way
Gaithersburg, Maryland 20878
 (301) 398-0000
 None
 Common Stock, $.01 par value
 x o
 o x
 x o
 x
 x o o
 o x
   *




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MEDIMMUNE, INC.
FORM 10-K
TABLE OF CONTENTS
 PART IItem 1.
    
    BusinessItem 1A
    
    Risk FactorsItem 1B.
    
    Unresolved Staff CommentsItem 2.
    
    PropertiesItem 3.
    
    Legal ProceedingsItem 4.
    
    Submission of Matters to a Vote of Security HoldersPART IIItem 5.
    
    Market for MedImmunes Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.
    
    Selected Consolidated Financial DataItem 7.
    

Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.
    
    Quantitative and Qualitative Disclosures about Market RiskItem 8.
    
    Consolidated Financial Statements and Supplementary DataReport of Independent Registered Public Accounting FirmItem 9.
    

Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.
    
    Controls and ProceduresItem 9B.
    
    Other InformationPART IIIItem 10.
    
    Directors and Executive Officers of MedImmuneItem 11.
    
    Executive CompensationItem 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.
    
    Certain Relationships and Related TransactionsItem 14.
    
    Principal Accountant Fees and ServicesPART IVItem 15.
    
    Exhibits and Financial Statement ScheduleSIGNATURESSchedule IIExhibit IndexExhibits




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FORWARD-LOOKING STATEMENTS
 The statements in this annual report that are not descriptions of historical facts may be
forward-looking statements. Those statements involve substantial risks and uncertainties. You can
identify those statements by the fact that they contain words such as anticipate, believe,
estimate, expect,  intend, project or other terms of similar meaning. Those statements
reflect managements current beliefs, but are based on numerous assumptions, over which MedImmune may have little or no control and that may not
develop as MedImmune expects. Consequently, actual results may differ materially from those
projected in the forward-looking statements. Among the factors that could cause actual results to
differ materially are the risks, uncertainties and other matters discussed below under Item 1A.
Risk Factors, and elsewhere in this report. MedImmune cautions that RSV disease and influenza, two
diseases targeted by the Companys products, occur primarily during the winter months; MedImmune
believes its operating results will reflect that seasonality for the foreseeable future. MedImmune
is also developing several products for potential future marketing. There can be no assurance that
such development efforts will succeed, that such products will receive required regulatory
clearance or that, even if such regulatory clearance is received, such products will ultimately
achieve commercial success. Unless otherwise indicated, the information in this annual report is as
of December 31, 2005. This annual report will not be updated as a result of new information or
future events.




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PART I
 
 ITEM 1.  BUSINESS
   Products
 Synagis
       Ethyol




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FluMist




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Other Products
  
    
    CytoGaman intravenous immune globulin product enriched in
antibodies against CMV, a herpesvirus. It is indicated for the
prevention of CMV disease associated with solid organ transplantation.
    
    NeuTrexina lipid-soluble analog of methotrexate, approved for use
with concurrent leucovorin administration as an alterative therapy for
the treatment of moderate-to-severe Pneumocystis carinii pneumonia in
immunocompromised patients, such as AIDS patients.
    
    RespiGaman intravenous immune globulin enriched in neutralizing
antibodies against RSV, indicated for the prevention of serious RSV
disease in children less than 24 month of age with bronchopulmonary
dysplasia (BPD) or a history of premature birth (i.e., born at 35
weeks or less gestation). RespiGam, our first anti-RSV product, has
been replaced in the marketplace by Synagis, and is no longer
manufactured or marketed.
 Product Candidates
   Infectious Disease
    
    Immunology
    
    OncologyCAIV-T vaccine
    
    Anti-IL-9 MAb
    
    Human papillomavirus vaccineNumax MAb
    
    Anti-IFN-alpha and Anti-IFNaR MAbs
    
    Vitaxin MAbAnti-staphylococcal MAb
    
    Anti-HMGB-1MAb
    
    Siplizumab MAbEpstein-Barr Virus vaccine
    
    Anti-CD19, Anti-CD20, and Anti-CD22 MAbs
    
    MT-103 BiTES. pneumoniae vaccine
    
    Anti-chitinase MAb
    
    Anti-EphA2 MAbRSV/PIV-3/hMPV
combination vaccines
    
    
    
    Listeria-EphA2 vaccineAnti-hMPV MAb
    
    
    
    Anti-EphA4 MAbAnti-RSV small molecule compounds
    
    
    
    Anti-EphB4 and Anti-EphrinB2 MAbsAnti-ALK MAbcMET AvimersAnti-Eph peptides




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Infectious Disease
 
    
    CAIV-TCAIV-T is our next generation, refrigerator-stable influenza
vaccine being developed as a potential improved replacement of our currently
marketed frozen influenza vaccine, FluMist. Toward that end, we completed two
Phase 3 studies in 2005: a pivotal trial designed to compare CAIV-T with TIV,
and a bridging study designed to establish that CAIV-T and FluMist are
biologically equivalent. In December 2005, we announced preliminary results
from the pivotal study, which included 8,475 children between the ages of 6
months through 59 months, and demonstrated that CAIV-T showed a statistically
significant reduction (55%) in influenza illness caused by any influenza strain
compared to TIV. We expect to complete our analysis of the safety and efficacy
data from this trial and submit it, along with other supportive data, to the
FDA in the second quarter of 2006 requesting priority review for the use of
CAIV-T as an alternative to TIV in children between the ages of 6 months and 5
years.Preliminary data from the bridging study, which included 980 healthy
participants between the ages of 5 and 49 years, indicated that CAIV-T and
FluMist produced similar immune responses. We announced this data in June
2005 and submitted our supplemental Biologics License Application (sBLA)
to the FDA in September 2005 for approval to use CAIV-T in preventing
influenza in healthy individuals 5 to 49 years of age.
    
    Numax MAb In 2005, we moved forward in a number of clinical trials with
Numax, which is being developed as a second-generation anti-RSV MAb that may
have greater therapeutic benefits than Synagis. In December 2005, we completed
enrolling 6,600 infants in a pivotal Phase 3 trial designed to evaluate Numaxs
potential to prevent serious RSV in high-risk infants as compared to Synagis.
In 2005, we also completed: a Phase 1/2 trial in high-risk infants; enrollment
in a late-stage clinical study in children with CHD; and dosing in a Southern
Hemisphere re-dosing trial. We also initiated enrollment for a second season in
a Phase 3 feasibility study in full-term Native American infants. Recently
accumulated epidemiological data indicate that the risks associated with RSV
disease for otherwise healthy, full-term Native American infants is similar to
those commonly associated with children considered to be at high-risk to the
virus.
    
    Anti-staphylococcalMAbDuring 2005, we licensed worldwide rights from
GlaxoSmithKline (GSK) to develop certain anti-staphylococcalMAbs. The
program includes the A110 molecule, which is in development for the prevention
of serious bloodstream infections caused by Staphylococcusin low-birthweight
infants. A110 is targeted against Staphylococcus, including coagulase negative
Staphylococcus, which is a leading cause of bloodstream infections among
infants in the neonatal intensive care unit.
    
    Epstein-Barr virus (EBV) vaccineWe have rights to a vaccine against
certain subunits of EBV, a herpesvirus that is the leading cause of infectious
mononucleosis. This vaccine is based upon the major envelope glycoprotein that
mediates viral absorption and penetration, and is a major target for the
production of neutralizing antibodies stimulated by natural EBV infection. The
vaccine is being developed with GSK under a worldwide collaboration, excluding
North Korea and South Korea. Data from a 2002 GSK study in Europe showed that
the formulations were both well tolerated and highly immunogenic. A Phase 1
trial in patients with cystic fibrosis awaiting lung transplants and a Phase 1
trial in patients awaiting kidney or liver transplants continued in 2005. The
vaccine is currently in Phase 2 development.
    
    Streptococcus pneumoniaevaccineIn 2000, we granted a worldwide
exclusive license to a Streptococcus pneumoniaevaccine to GSK. Streptococcus
pneumoniaeis a major cause of pneumonia, middle-ear infections and meningitis
worldwide, especially in very young children and in the elderly. During 2005,
GSK continued the clinical development efforts with this vaccine in two Phase 1
studies that were started in 2003 and 2004.
    
    Parainfluenza virus type 3 (PIV-3)/RSV/human metapneumovirus (hMPV)
combination vaccinesIn 2005, we conducted additional preclinical research and
process development to further evaluate the safety and efficacy of live,
attenuated intranasal vaccine candidates targeting combinations of PIV-3 with
either RSV or hMPV. In January 2005, we filed an investigational new drug
(IND) application to begin clinical studies of our RSV/PIV-3 candidate
vaccine. During the year, we fully enrolled a Phase 1 trial to evaluate the
safety, tolerability and immunogenicity of our lead candidate vaccine in
healthy adults. We plan to further advance the RSV/PIV-3 vaccine program before
moving ahead with an hMPV/PIV-3 vaccine candidate.
    
    Anti-hMPV MAbhMPV is a respiratory virus with a high incidence of
infection in children under the age of five. Early epidemiological studies
indicate that outbreaks of hMPV occur on a seasonal basis, with clinical
symptoms that are similar to RSV, ranging from mild respiratory problems to
severe cough, bronchiolitis, and pneumonia. The very youngest children infected
with hMPV often require hospitalization and mechanical ventilation. During
2005, we continued our preclinical epidemiology study designed to evaluate the
prevalence of hMPV lower respiratory tract disease. Hospitalized children with
lower respiratory tract disease will be evaluated virologically for hMPV, as
well as for RSV and PIV.
    
    Anti-RSV small molecule compoundsDuring 2005, we entered into a
licensing and collaboration agreement with Biota Holdings Limited to develop
and commercialize Biotas small molecule compounds designed to prevent and
treat RSV infection. These compounds are orally available drug candidates, and
if successfully developed, could expand the RSV market to other susceptible
patient groups beyond those groups currently approved for Synagis, such as
older children, the elderly and individuals with compromised immune systems.




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Immunology
 
    
    Anti-interleukin-9 (IL-9) MAbIL-9 is a naturally occurring cytokine
implicated in the pathogenesis of asthma and may contribute to other types of
chronic obstructive pulmonary disease and cystic fibrosis. Data from
preclinical studies in models of asthma suggest that IL-9 neutralizing
monoclonal antibodies may help reduce airway hyper-reactivity, mucous
production and inflammation. During 2005, we continued to enroll patients in a
Phase 1 study in which our lead anti-IL-9 antibody was administered
subcutaneously. In 2005, we also completed a Phase 1 safety and
pharmacokinetics study in which this antibody was administered intravenously to
healthy adult volunteers. We are evaluating this molecule as a potential new
treatment for symptomatic, moderate-to-severe persistent asthma.
    
    Anti-interferon alpha and anti-type 1 interferon receptor MAbsDuring
2004, we announced a collaboration with Medarex, Inc. to develop antibodies
targeting interferon-alpha and the type 1 interferon receptor. This
collaboration is expected to initially focus on two antibodies, one of which is
MEDI-545, for the treatment of autoimmune diseases. In October 2005, we filed
an IND application to begin clinical studies of MEDI-545, a MAb targeting
interferon-alpha. Preclinical data indicate that levels of interferon-alpha are
elevated in many patients with active systemic lupus erythematosus and other
autoimmune disorders, and may be associated with disease activity. The second
molecule, MEDI-546, is a MAb targeting the type 1 interferon receptor. It is
currently in preclinical development.
    
    Anti-high mobility group box chromosomal protein 1 (HMGB-1) MAbHMGB-1
is a late-acting cytokine believed to be involved in the tissue damage
associated with a range of inflammatory illnesses, such as rheumatoid
arthritis, sepsis and acute lung injury. Preclinical studies to date have
suggested that blocking HMGB-1 may help protect against injury associated with
many chronic and acute inflammatory diseases, and may reduce sepsis-related
deaths. In 2003, we entered into an agreement with Critical Therapeutics, Inc.
to co-develop biological products targeting HMGB-1 to treat severe inflammatory
diseases. In 2005, we continued to evaluate HMGB-1s role in a various
inflammatory diseases and continued preclinical testing of anti-HMGB-1
antibodies.
    
    Anti-CD19, Anti-CD20 and Anti-CD22 MAbsDuring 2005, we acquired
Cellective Therapeutics, Inc., which provided us with three preclinical stage
programs developing MAbs that target the B-cell antigens CD19, CD20 and CD22.
These antigens are believed to play important roles in regulating the immune
system. Preclinical studies indicate that antibodies targeting these antigens
may block B-cell activities that are associated with many tumors and autoimmune
diseases, including multiple myeloma, B-cell lymphomas, rheumatoid arthritis,
and systemic lupus erythematosus.
    
    Anti-chitinase MAbDuring 2004, we acquired the rights from Yale
University to a family of proteins known as chitinases that may be important
therapeutic targets in a number of cancers, as well as inflammatory and other
diseases. During 2005, we continued our preclinical development efforts
evaluating the role of chitinases in respiratory diseases.
 Oncology
 
    
    Human papillomavirus (HPV) vaccineSince 1997, MedImmune and GSK have
been co-developing a vaccine against HPV to prevent cervical cancer under a
research collaboration. Final data from a Phase 2 clinical trial with this HPV
vaccine, Cervarix, were presented by GSK in February 2004 at The International
Papillomavirus Conference and were published in The Lancetin 2004. In 2005,
GSK continued a global Phase 3 clinical program, involving approximately 28,000
women, designed to evaluate the safety and efficacy of the vaccine in
preventing cervical cancer. Also in 2005, we amended our agreement with GSK,
permitting Merck & Co., Inc. (Merck), which also has an HPV vaccine,
Gardasil®, in Phase 3 development, to sublicense rights to our
patents. As a result, we may receive certain milestone payments and royalties
on future development and sales from both vaccines as they are developed and
should they be approved. Data from Mercks Phase 3 clinical trial, which showed
100% prevention of high-grade cervical pre-cancers and non-invasive cervical
cancers associated with HPV types 16 and 18, were presented in October 2005 at
Infectious Diseases Society of America annual meeting. In December 2005, Merck
submitted a BLA to the FDA and a Marketing Authorisation Application to the
European Medicines Agency for its HPV vaccine. GSK submitted a Marketing
Authorisation Application to the European Medicines Agency for Cervarix in
March 2006 and is expected to file for regulatory approval in the U.S. by the
end of 2006.
    
    EthyolDuring 2005, we continued to enroll and treat patients in a Phase
2 trial evaluating Ethyols ability to help reduce esophagitis in patients with
non-small cell lung cancer. In 2005, we discontinued a Phase 1/2 trial with
Ethyol in patients with acute myelogenous leukemia after it was assessed that
there was insufficient clinical effectiveness in reducing toxicities of certain
increased chemotherapy regimens on these patients at acceptable dose levels.




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
    
    Vitaxin MAbVitaxin is our development-stage MAb currently being
evaluated in separate trials for advanced melanoma and prostate cancer. Vitaxin
has been shown in preclinical studies to block the function of alpha-v beta-3
integrin, which is frequently found on newly-forming blood vessels and certain
tumor cells (for example, melanoma, prostate cancer, and tumors with bone
metastases). In May 2005, we announced the preliminary data from our Phase 2
study involving 112 patients with stage IV metastatic melanoma, showing a
12.7-month median survival for patients treated with Vitaxin alone. During
2005, we also completed enrolling patients in our Phase 2 trial for hormone
refractory prostate cancer. We expect to complete the prostate study in 2006,
and assess the data from both Phase 2 trials as we continue to invest in this
molecule as a potential cancer therapeutic.
    
    Siplizumab MAbSiplizumab is a humanized MAb that targets CD2, a
molecule expressed on certain white blood cells, and appears to have the effect
of depleting T-cells and natural killer cells. These properties suggest that
siplizumab could provide a treatment for patients with T-cell
lymphoproliferative disorders. Animal studies of T-cell leukemia have indicated
that siplizumab can help increase survival. In May 2005, we presented
preliminary data from a Phase 1 trial run by the National Cancer Institute with
siplizumab indicating the antibody was well tolerated in patients with certain
T-cell lymphomas and leukemias. Partial disease remissions for some study
participants were among the data presented. As a result of the initial
observations from this Phase 1 trial, during 2005 we expedited enrollment of
patients in an additional Phase 1/2 study using similar dose escalation
criteria.
    
    MT-103 BiTEMT-103 is a bi-specific T-cell engager (BiTE) molecule that
binds to B-cell lymphomas expressing the CD19 surface molecule. With its second
binding arm, MT-103 recruits and activates T-cells to kill the cancerous
B-cells. In 2005, a Phase 1 dose-escalation trial involving continuous infusion
of MT-103 in patients with non-Hodgkins lymphoma was ongoing in Europe. We
anticipate filing an IND for MT-103 in the U.S. in 2006. We are also evaluating
the broader application of Micromets BiTE technology to other targets of
interest, such as BiTEs against EphA2 and carcinoembryonic antigen (CEA).
    
    Anti-EphA2 MAbs and vaccinesEphA2 is normally expressed at very low
levels on normal epithelial cells, but many different cancers over-express
EphA2, including metastatic melanoma, breast, prostate, colon, lung, ovarian
and esophageal carcinomas. Further, when over-expressed, EphA2 appears to
promote metastases. Based on preclinical studies to date, we believe that
targeting EphA2 in animal models may selectively inhibit the growth and
survival of malignant cells, without altering the function or survival of
corresponding normal cells. In 2004, we licensed the worldwide rights to the
Listeriavaccine technologies from Cerus Corporation to target EphA2-expressing
tumors. In 2005, we continued our preclinical testing in these areas, applying
monoclonal antibody and vaccine research against EphA2. A development plan to
initiate clinical trials with an anti-EphA2 MAb in the U.S. is under review.
    
    Anti-EphA4 MAbWe have identified EphA4 as a potential new target on
certain cancer cells. Preclinical studies indicate that high levels of EphA4
are found on many different cancers, including breast and pancreatic
carcinomas, and that targeted intervention against EphA4 may decrease the
proliferation and metastatic behavior of these malignant cells. In 2005, we
continued our preclinical testing of EphA4 antibodies.
    
    Anti-EphB4 and EphrinB2 MAbsIn 2005, we entered into a collaborative
agreement with VasGene Therapeutics to develop cancer-focused MAbs targeting a
novel member of a subfamily of receptor tyrosine kinases, EphB4, as well as its
ligand, EphrinB2. EphB4 is found at high levels on tumor cells and in
tumor-associated blood vessels. The binding of EphB4 to EphrinB2 has been
linked with the metastatic and angiogenic potential of many cancers. As such,
antibodies targeting EphB4 or EphrinB2 may selectively inhibit the growth and
survival of tumor cells and tumor-associated blood vessels.
    
    Anti-ALK MAbIn 2005, we entered into a licensing and collaboration
agreement with Georgetown University for the development of MAbs targeting
anaplastic lymphoma kinase (ALK), a member of the insulin receptor family of
tyrosine kinases. ALK is found at high levels in cancer cells, where it is
believed to play an important role in tumor cell growth and survival.
Over-expression of ALK and its ligand, pleiotrophin (PTN), has been confirmed
in numerous cancer types, including prostate, breast, colon, lung , pancreatic
and ovarian cancers. Further, research has shown that high levels of PTN are
associated with lower survival rates, and results from in vivostudies suggest
that anti-ALK antibodies may potentially reduce tumor growth and increase
survival.
    
    cMET AvimersIn 2005, we entered into a licensing and collaboration
agreement with Avidia, Inc. to develop anti-cancer products targeting cMET, a
receptor tyrosine kinase found in high levels in certain cancer cells. The
collaboration also promotes the development of additional targets using
Avidias Avimer technology. Avimers are small, stable proteins that can act
like antibodies and bind selectively to different receptors or ligands. They
may have several advantages over MAbs or small molecules as therapeutic
products in terms of biological activity, tissue distribution, reduced
immunogenicity, and improved manufacturing efficiencies.
    
    Anti-Eph peptidesIn 2005, we entered into a licensing agreement with
the Burnham Institute for Medical Research to develop peptides targeting the
EphA and EphB subfamilies of receptor tyrosine kinases. Certain Eph proteins
are believed to play an important role in uncontrolled tumor growth and
metastasis in many types of human cancers.




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Collaborations, Alliances and Investments
   Sales and Marketing
    
 Manufacturing and Supply




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Synagis
  Ethyol
 FluMist
 CytoGam
 Patents, Licenses and Proprietary Rights
  Government Regulation
  Competition




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Officers and Key Employees of the Company
 Name
    
    Age
    
    Position
    
    Joined MedImmuneWayne T. Hockmeyer,
Ph.D.
    
    
    61
    
    
    Chairman of the Board and Founder;
President, MedImmune Ventures, Inc.
    
    
    1988David M. Mott
    
    
    40
    
    
    Chief Executive Officer, President and
Vice Chairman of the Board
    
    
    1992James F. Young,
Ph.D.
    
    
    53
    
    
    President, Research and Development
    
    
    1989Edward M. Connor,
M.D.
    
    
    53
    
    
    Executive Vice President and Chief
Medical Officer
    
    
    1994William C.
Bertrand, Jr., J.D.
    
    
    41
    
    
    Senior Vice President, General Counsel,
Secretary and Corporate Compliance
Officer
    
    
    2001Peter A. Kiener,
D.Phil.
    
    
    53
    
    
    Senior Vice President, Research
    
    
    2001Pamela J. Lupien
    
    
    46
    
    
    Senior Vice President, Human Resources
    
    
    2002Bernardus N.
Machielse, Drs.
    
    
    45
    
    
    Senior Vice President, Operations
    
    
    1999Edward T. Mathers
    
    
    45
    
    
    Senior Vice President, Corporate
Development
    
    
    2002Linda J. Peters
    
    
    40
    
    
    Senior Vice President, Regulatory
Affairs
    
    
    2005R. Michael Smullen
    
    
    51
    
    
    Senior Vice President, Sales
    
    
    1994Gail
Folena-Wasserman,
Ph.D.
    
    
    51
    
    
    Senior Vice President, Development
    
    
    1991Lota S. Zoth, C.P.A.
    
    
    46
    
    
    Senior Vice President and Chief
Financial Officer
    
    
    2002
 Wayne T. Hockmeyer, Ph.D. honoris causa
 David M. Mott
 James F. Young, Ph.D.




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Edward M. Connor, M.D.
 William C. Bertrand, Jr., J.D. 
 Peter A. Kiener, D.Phil.
 Pamela J. Lupien
 Bernardus N. Machielse, Drs.
 Edward T. Mathers
 Linda J. Peters




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R. Michael Smullen
 Gail Folena-Wasserman, Ph.D.
 Lota S. Zoth, C.P.A.
 Employees
   Investor Information
  (www.sec.gov)
 www.medimmune.com.




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ITEM 1A.
    
    RISK FACTORS
  Our revenues are largely dependent on sales of Synagis.
    The seasonal nature of a significant portion of our business causes significant fluctuations in our quarterly operating results.
  The approval of CAIV-T is critical to the future of our influenza vaccine business.
  Even if CAIV-T is approved, the commercial success of our influenza vaccine business is uncertain
and we may not be able to recover the value of our investment.




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Government involvement may limit the commercial success of our influenza vaccine business.
    We may not be able to bring our product candidates to market.
  A significant portion of our business is dependent on third parties.




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Defending product liability claims could be costly and divert focus from our business operations
and product recalls may be necessary.
  We may not be able to meet the market demand for our products.
  We may lose product due to difficulties in the manufacturing process.
  Certain developments in the United Kingdom could have an adverse effect on our ability to
manufacture our products.
  Contamination of our raw materials could have a material adverse effect on our product sales,
financial condition and results of operations.
  Reimbursement by government and third-party payers is critical for the success of our products.




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We rely upon a limited number of pharmaceutical wholesalers and distributors that could affect the
ability to sell our products.
  Obtaining and maintaining regulatory approvals to develop, manufacture and market our products is
costly and time consuming.
  Patent protection for our products may be inadequate or costly to enforce.
  If we fail to obtain and maintain any required intellectual property licenses from third parties, our product development and marketing efforts will be limited.




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Technological developments by competitors may render our products obsolete.
  We are subject to numerous complex laws and regulations and compliance with these laws and regulations is costly and time consuming.
  We cannot control the use of our products.
  We may not be able to hire or retain highly qualified personnel or maintain key relationships.
  If we fail to manage our growth properly, the business will suffer.




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Fluctuations in our common stock price over time could cause stockholders to lose investment value.
  Changes in foreign currency exchange rates or interest rates could result in losses.




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
     
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




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PART II
 
 ITEM 5.
    
    MARKET FOR MEDIMMUNES COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
   2005
    
    
    2004High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    27.45
    
    
    $
    23.20
    
    
    $
    26.41
    
    
    $
    20.77Second Quarter
    
    
    27.55
    
    
    
    23.60
    
    
    
    25.95
    
    
    
    22.91Third Quarter
    
    
    33.83
    
    
    
    26.48
    
    
    
    25.15
    
    
    
    21.70Fourth Quarter
    
    
    37.58
    
    
    
    31.82
    
    
    
    28.70
    
    
    
    23.62Year End Close
    
    $
    35.02
    
    
    
    
    
    
    $
    27.11
  
 ITEM 6.
    
    SELECTED CONSOLIDATED FINANCIAL DATA
 (in millions, except per share data)
 2005(1)(2)
    
    
    2004(2)
    
    
    2003
    
    
    2002(3)(4)
    
    
    2001(4)RESULTS FOR THE YEARTotal revenues
    
    $
    1,243.9
    
    
    $
    1,141.1
    
    
    $
    1,054.4
    
    
    $
    852.7
    
    
    $
    620.7Gross profit
    
    
    884.3
    
    
    
    757.6
    
    
    
    702.8
    
    
    
    589.1
    
    
    
    442.8Net earnings (loss)
    
    
    (16.6
    )
    
    
    (3.8
    )
    
    
    183.2
    
    
    
    (1,098.0
    )
    
    
    149.0Basic earnings (loss) per share
    
    
    (0.07
    )
    
    
    (0.02
    )
    
    
    0.73
    
    
    
    (4.40
    )
    
    
    0.70Diluted earnings (loss) per share
    
    
    (0.07
    )
    
    
    (0.02
    )
    
    
    0.72
    
    
    
    (4.40
    )
    
    
    0.68YEAR END POSITIONCash and marketable securities
    
    $
    1,471.9
    
    
    $
    1,706.1
    
    
    $
    1,900.1
    
    
    $
    1,423.1
    
    
    $
    777.7Total assets
    
    
    2,780.0
    
    
    
    2,564.4
    
    
    
    2,794.6
    
    
    
    2,188.3
    
    
    
    1,236.9Long-term debt, including
current portion (5)
    
    
    506.2
    
    
    
    507.1
    
    
    
    682.1
    
    
    
    218.4
    
    
    
    9.5Shareholders equity
    
    
    1,570.5
    
    
    
    1,674.6
    
    
    
    1,699.2
    
    
    
    1,677.2
    
    
    
    1,044.3
 
 (1)
    
    Includes charges for acquired in-process research and development
(IPR&D) in connection with our acquisition of Cellective on October
14, 2005.(2)
    
    Includes charges related to the dissolution of the collaboration with
Wyeth and reacquisition of full rights to the influenza vaccines
franchise.(3)
    
    Includes a charge for acquired IPR&D in connection with our
acquisition of Aviron on January 10, 2002.(4)
    
    Certain prior year amounts have been reclassified to conform to the
current year presentation.(5)
    
    The 1% convertible senior notes, which have an aggregate principal
amount of $500 million, have been classified as current liabilities in
our consolidated balance sheet as of December 31, 2005 as we
anticipate that the holders will require us to redeem the notes on
July 15, 2006, as permitted by the senior notes indenture.




---



##### 



QUARTERLY FINANCIAL DATA (UNAUDITED)  (in millions, except per share data)
 2005 Quarter Ended
 Dec. 31
    
    
    Sept. 30
    
    
    June 30
    
    
    Mar. 31Net product sales
    
    $
    481.6
    
    
    $
    146.0
    
    
    $
    84.7
    
    
    $
    508.7Gross profit
    
    
    341.4
    
    
    
    97.3
    
    
    
    56.7
    
    
    
    388.9Net earnings (loss)
    
    
    (22.4
    )
    
    
    (64.1
    )
    
    
    (44.2
    )
    
    
    114.1Net earnings (loss) per share:Basic
    
    $
    (0.09
    )
    
    $
    (0.26
    )
    
    $
    (0.18
    )
    
    $
    0.46Diluted
    
    $
    (0.09
    )
    
    $
    (0.26
    )
    
    $
    (0.18
    )
    
    $
    0.45
 2004 Quarter Ended
 Dec. 31
    
    
    Sept. 30
    
    
    June 30
    
    
    Mar. 31Net product sales
    
    $
    457.8
    
    
    $
    92.3
    
    
    $
    90.7
    
    
    $
    483.2Gross profit
    
    
    327.3
    
    
    
    51.9
    
    
    
    53.4
    
    
    
    325.0Net earnings (loss)
    
    
    50.5
    
    
    
    (65.0
    )
    
    
    (100.3
    )
    
    
    111.0Net earnings (loss)
per share:Basic
    
    $
    0.20
    
    
    $
    (0.26
    )
    
    $
    (0.40
    )
    
    $
    0.45Diluted(1)
    
    $
    0.20
    
    
    $
    (0.26
    )
    
    $
    (0.40
    )
    
    $
    0.43
 
 (1)
    
    In accordance with EITF No. 04-8, The Effect of Contingently
Convertible Debt on Diluted Earnings per Share, which became
effective during 2004, our 1% convertible senior notes are now
included in diluted earnings per share using the if-converted
method, regardless if the market price trigger has been met, unless
the effect is anti-dilutive. As required, prior period diluted
earnings per share have been restated for comparative purposes. The
table below presents a reconciliation of historical and restated
diluted earnings per share for the 2004 quarter in which the 1%
convertible senior notes were dilutive: WeightedNet Income
    
    
    Average Shares
    
    
    Per Share(numerator)
    
    
    (denominator)
    
    
    AmountQuarter ended March 31, 2004Historical diluted earnings
    
    $
    111.0
    
    
    $
    250.9
    
    
    $
    0.44Assuming conversion of 1% Notes
    
    
    1.2
    
    
    
    7.3
    
    
    
    Restated diluted earnings
    
    $
    112.2
    
    
    $
    258.2
    
    
    $
    0.43




---



##### 



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This Managements Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements regarding future events and our future results that are based
on current expectations, estimates, forecasts, and the beliefs, assumptions and judgments of our
management. Readers are cautioned that these forward-looking statements are only predictions and
are subject to risks and uncertainties that are difficult to predict. Readers are referred to the
Forward-Looking Statements and Risk Factors sections in Part I, Item 1 and Part I, Item 1A,
respectively, of this document.
 INTRODUCTION
  OVERVIEW




---



##### 



Staphylococcal Staphylococcus
     Total Revenue 




---



##### 



Gross margin 
 Research and development expense 
 Selling, general and administrative expense (SG&A)  Staphylococcal
 Stock-based Compensation Expense
 Liquidity
 AMENDMENT OF INTERNATIONAL DISTRIBUTION AGREEMENT WITH ABBOTT INTERNATIONAL
  AMENDMENT OF CO-PROMOTION AGREEMENT WITH ABBOTT




---



##### 



ACQUISITION OF CELLECTIVE THERAPEUTICS, INC.
  LICENSING AND COLLABORATIVE AGREEMENTS
  Staphylococcal




---



##### 



NEW ACCOUNTING STANDARDS
  
  CRITICAL ACCOUNTING ESTIMATES
  In-Process Research and Development 




---



##### 



Revenue Recognition
    Inventory




---



##### 



Gross
    
    
    
    
    
    
    NetInventory
    
    
    Reserves
    
    
    InventoryFluMist DetailsAs of December 31, 2004
    
    $
    50.7
    
    
    $
    (35.7
    )
    
    $
    15.0Raw materials, net
    
    
    (4.6
    )
    
    
    0.9
    
    
    
    (3.7
    )Cost of goods sold
recognized on
2004/2005 inventory
    
    
    (3.2
    )
    
    
    3.1
    
    
    
    (0.1
    )Cost of goods sold
recognized on
2005/2006 inventory
    
    
    (22.9
    )
    
    
    6.0
    
    
    
    (16.9
    )Production, net
    
    
    60.0
    
    
    
    (14.3
    )
    
    
    45.7Disposals and scrap
    
    
    (23.6
    )
    
    
    2.2
    
    
    
    (21.4
    )As of December 31, 2005
    
    $
    56.4
    
    
    $
    (37.8
    )
    
    $
    18.6




---



##### 



Sales Allowances and Other Sales Related Estimates
 Reductions to Gross Product Sales
  
    
    historical trends for discounts, returns, rebate claims, or other claims;
    
    our contracts with customers and discount programs;
    
    actual performance of customers against contractual discounts tied to
volume and compliance targets;
    
    proportion of gross sales ultimately used by Medicaid patients;
    
    state Medicaid policies and reimbursement practices; and
    
    accuracy of reporting by our customers of end-user product sales by state.
      Selling, General and Administrative Expenses




---



##### 



Income
Taxes 
    Goodwill and Intangible Assets




---



##### 



Investments in Debt and Equity Securities
 RESULTS OF OPERATIONS
 Comparison of 2005 to 2004
 Revenues  Product Sales
 (in millions)
    
    2005
    
    
    2004
    
    
    ChangeSynagisDomestic
    
    $
    905.2
    
    
    $
    833.6
    
    
    
    9
    %International
    
    
    157.7
    
    
    
    108.7
    
    
    
    45
    %1,062.9
    
    
    
    942.3
    
    
    
    13
    %EthyolDomestic
    
    
    89.6
    
    
    
    88.4
    
    
    
    1
    %International
    
    
    5.4
    
    
    
    4.0
    
    
    
    36
    %95.0
    
    
    
    92.4
    
    
    
    3
    %FluMist
    
    
    21.3
    
    
    
    48.0
    
    
    
    (56)
    %Other Products
    
    
    41.8
    
    
    
    41.3
    
    
    
    1
    %Total Product Sales
    
    $
    1,221.0
    
    
    $
    1,124.0
    
    
    
    9
    %
 Synagis 




---



##### 



Ethyol 
 FluMist
 Other
Products 
 Revenues  Other Revenues
  Cost of Sales
  Research and Development Expenses




---



##### 



Product
    
    
    
    Stage ofCandidates
    
    Description
    
    DevelopmentCAIV-T
    
    Refrigerator-stable version of intranasal influenza vaccine, live
    
    Phase 3Numax
    
    Second-generation monoclonal antibody for prevention of RSV
    
    Phase 3Vitaxin
    
    Monoclonal antibody for the
treatment of melanoma and prostate cancer
    
    Phase 2Ethyol
    
    Subcutaneous administration in non-small cell lung cancer
patients-reduction of esophogitis and pneumonitis
    
    Phase 2
 Selling, General and Administrative Expenses
  Impairment of Intangible Asset
  Acquired IPR&D
   Loss on Investment Activities
  Income Taxes




---



##### 



Net Earnings
   Comparison of 2004 to 2003
 RevenuesProduct Sales
 (in millions)
    
    2004
    
    
    2003
    
    
    ChangeSynagisDomestic
    
    $
    833.6
    
    
    $
    777.1
    
    
    
    7
    %International
    
    
    108.7
    
    
    
    72.2
    
    
    
    51
    %942.3
    
    
    
    849.3
    
    
    
    11
    %EthyolDomestic
    
    
    88.4
    
    
    
    94.4
    
    
    
    (6)
    %International
    
    
    4.0
    
    
    
    5.8
    
    
    
    (30)
    %92.4
    
    
    
    100.2
    
    
    
    (8)
    %FluMist
    
    
    48.0
    
    
    
    
    
    
    
    N/AOther Products
    
    
    41.3
    
    
    
    43.1
    
    
    
    (4)
    %Total Product Sales
    
    $
    1,124.0
    
    
    $
    992.6
    
    
    
    13
    %
  Synagis
 Ethyol




---



##### 



FluMist
 Other Products
 RevenuesOther Revenues
  Cost of Sales
  Research and Development Expenses




---



##### 



Selling, General and Administrative Expenses
  Other Operating Expenses
  Impairment of Intangible Asset
  Acquired IPR&D
  Interest Income and Expense
 1 4
 Gain (Loss) on Investment Activities
  Income Taxes




---



##### 



Net Earnings (Loss)
    LIQUIDITY AND CAPITAL RESOURCES
 Sources and Uses of Cash
  Operating Activities
 Investing Activities
 Financing Activities 1 4




---



##### 



Contractual Obligations and Commitments
 Contractual Obligations
    
    Total
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    BeyondLong-term debt (1)
    
    $
    506.2
    
    
    $
    501.0
    
    
    $
    1.1
    
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.4
    
    
    $
    2.7Facilities leases
    
    
    48.6
    
    
    
    7.8
    
    
    
    6.2
    
    
    
    3.9
    
    
    
    2.6
    
    
    
    2.6
    
    
    
    25.5Purchase
obligations (2)
    
    
    159.9
    
    
    
    37.9
    
    
    
    24.6
    
    
    
    25.5
    
    
    
    26.7
    
    
    
    15.1
    
    
    
    30.1Obligations to
Abbott (3)
    
    
    291.5
    
    
    
    236.7
    
    
    
    54.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Obligations to
Evans (4)
    
    
    18.4
    
    
    
    18.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual
obligations
    
    $
    1,024.6
    
    
    $
    801.8
    
    
    $
    86.7
    
    
    $
    30.0
    
    
    $
    29.7
    
    
    $
    18.1
    
    
    $
    58.3Other
Commercial CommitmentsStandby
letters of credit
(5)
    
    $
    1.7
    
    
    $
    1.7
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other contractual
commitments (6)
    
    
    31.6
    
    
    
    14.2
    
    
    
    8.9
    
    
    
    2.6
    
    
    
    2.0
    
    
    
    0.2
    
    
    
    3.7Total other
commercial
commitments
    
    $
    33.3
    
    
    $
    15.9
    
    
    $
    8.9
    
    
    $
    2.6
    
    
    $
    2.0
    
    
    $
    0.2
    
    
    $
    3.7
 
 (1)
    
    We currently anticipate that the holders of our 1% convertible senior
notes will require us to redeem the notes for cash in July 2006 as
provided for under the indenture. Accordingly, the notes have been
classified as current liabilities in our consolidated balance sheet.(2)
    
    The Company is contingently committed to Precision Pharma Services for
fractionation services and bulk production through 2009, pending FDA
approval of the manufacture of bulk product by Precision Pharma. The
amounts exclude this contingent commitment of approximately $11.0
million.(3)
    
    Represents the present value of the probable incremental payments to
be made to Abbott as a result of the amended terms of the co-promotion
agreement in excess of the value of the co-promotion services to be
rendered, as determined under the original agreement.(4)
    
    Represents amounts due to Evans Vaccines Limited pursuant to a
manufacturing arrangement.(5)
    
    We have guaranteed performance under certain agreements related to our
construction projects. The undiscounted maximum potential amount of
future payments that we could be required to make under such
guarantees, in the aggregate, is approximately $1.7 million.(6)
    
    We have entered into a number of research and development
collaborations, in-licensing agreements and other contractual
arrangements to gain access to new product candidates and
technologies, to further develop our products and technology, and to
perform clinical trials. The amounts indicated as commitments under
these agreements represent committed funding obligations under these
agreements. The amounts exclude contingent commitments for development
milestone payments as well as sales-related milestone payments and
royalties relating to potential future product sales under these
agreements. These potential payments have been excluded since the
amount, timing and likelihood of these payments is unknown as they are
dependent on the occurrence of future events that may or may not
occur, such as the granting by the FDA of a license for product
marketing in the United States. If all contractual development
milestones were to be achieved under these agreements, which we do not
consider probable, the total development milestone payments would
approximate $1.1 billion. Off-Balance Sheet Arrangements




---



##### 



ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Marketable securities 
  Fair2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Total
    
    
    ValueU.S. Govt and
Agencies
    
    $
    181.7
    
    
    $
    15.0
    
    
    $
    26.9
    
    
    $
    35.5
    
    
    $
    15.0
    
    
    $
    30.0
    
    
    $
    
    
    
    $
    304.1
    
    
    $
    302.0Interest Rate
    
    
    3.7
    %
    
    
    4.8
    %
    
    
    4.5
    %
    
    
    4.3
    %
    
    
    4.3
    %
    
    
    4.5
    %
    
    
    
    %Corp. Notes and
Bonds
    
    $
    166.8
    
    
    $
    177.1
    
    
    $
    274.9
    
    
    $
    215.4
    
    
    $
    19.8
    
    
    $
    49.1
    
    
    $
    2.0
    
    
    $
    905.1
    
    
    $
    923.1Interest Rate
    
    
    5.8
    %
    
    
    5.7
    %
    
    
    3.9
    %
    
    
    5.5
    %
    
    
    4.9
    %
    
    
    5.7
    %
    
    
    6.6
    %
 Minority interest investments 




---



##### 



Long-term Debt 
  Foreign Currency 




---



##### 



ITEM 8.
    
    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
   Consolidated financial statements and financial statement schedule
  Internal control over financial reporting




---



##### 



MedImmune, Inc.
Consolidated Balance Sheets
(in millions)
 December 31,
    
    
    December 31,2005
    
    
    2004ASSETS:Cash and cash equivalents
    
    $
    153.4
    
    
    $
    171.3Marketable securities
    
    
    457.1
    
    
    
    172.6Trade receivables, net
    
    
    281.0
    
    
    
    203.3Inventory, net
    
    
    69.4
    
    
    
    64.1Deferred tax assets, net
    
    
    58.0
    
    
    
    50.6Other current assets
    
    
    18.4
    
    
    
    31.9Total Current Assets
    
    
    1,037.3
    
    
    
    693.8Marketable securities
    
    
    861.4
    
    
    
    1,362.2Property and equipment, net
    
    
    381.4
    
    
    
    310.9Deferred tax assets, net
    
    
    128.6
    
    
    
    127.3Intangible assets, net
    
    
    323.5
    
    
    
    13.1Other assets
    
    
    47.8
    
    
    
    57.1Total Assets
    
    $
    2,780.0
    
    
    $
    2,564.4LIABILITIES AND SHAREHOLDERS EQUITY:Accounts payable
    
    $
    37.0
    
    
    $
    34.7Accrued expenses
    
    
    242.1
    
    
    
    231.8Product royalties payable
    
    
    93.0
    
    
    
    85.9Convertible senior notes
    
    
    500.0
    
    
    
    Other current liabilities
    
    
    276.4
    
    
    
    11.4Total Current Liabilities
    
    
    1,148.5
    
    
    
    363.8Convertible senior notes
    
    
    
    
    
    
    500.0Other liabilities
    
    
    61.0
    
    
    
    26.0Total Liabilities
    
    
    1,209.5
    
    
    
    889.8Commitments and ContingenciesSHAREHOLDERS EQUITY:Preferred stock, $.01 par value; 5.5 million
shares authorized; none issued or
outstanding
    
    
    
    
    
    
    Common stock, $.01 par value; 420.0 million
shares authorized; 255.5 million shares
issued at
December 31, 2005 and 255.4 million
shares issued at December 31, 2004
    
    
    2.6
    
    
    
    2.6Paid-in capital
    
    
    2,688.5
    
    
    
    2,690.0Deferred compensation
    
    
    
    
    
    
    (0.1
    )Accumulated deficit
    
    
    (842.5
    )
    
    
    (788.5
    )Accumulated other comprehensive income
    
    
    (11.0
    )
    
    
    11.11,837.6
    
    
    
    1,915.1Less: Treasury stock at cost; 8.5 million
shares as of December 31, 2005 and 6.9
million shares at December 31, 2004
    
    
    (267.1
    )
    
    
    (240.5
    )Total Shareholders Equity
    
    
    1,570.5
    
    
    
    1,674.6Total Liabilities and Shareholders Equity
    
    $
    2,780.0
    
    
    $
    2,564.4




---



##### 



MedImmune, Inc.
Consolidated Statements of Operations
(in millions, except per share data)
 For the year ended December 31,2005
    
    
    2004
    
    
    2003Revenues:Product sales
    
    $
    1,221.0
    
    
    $
    1,124.0
    
    
    $
    992.6Other revenue
    
    
    22.9
    
    
    
    17.1
    
    
    
    61.8Total revenues
    
    
    1,243.9
    
    
    
    1,141.1
    
    
    
    1,054.4Costs and expenses:Cost of sales
    
    
    336.7
    
    
    
    366.4
    
    
    
    289.8Research and development
    
    
    384.6
    
    
    
    327.3
    
    
    
    156.3Selling, general and administrative
    
    
    498.4
    
    
    
    400.2
    
    
    
    340.9Other operating expenses
    
    
    12.5
    
    
    
    8.6
    
    
    
    26.1Impairment of intangible asset
    
    
    
    
    
    
    73.0
    
    
    
    Acquired in-process research and
development
    
    
    48.4
    
    
    
    29.2
    
    
    
    Total expenses
    
    
    1,280.6
    
    
    
    1,204.7
    
    
    
    813.1Operating income (loss)
    
    
    (36.7
    )
    
    
    (63.6
    )
    
    
    241.3Interest income
    
    
    62.0
    
    
    
    65.5
    
    
    
    56.8Interest expense
    
    
    (9.2
    )
    
    
    (8.4
    )
    
    
    (10.3
    )Gain (loss) on investment activities
    
    
    (8.6
    )
    
    
    (2.7
    )
    
    
    3.4Earnings (loss) before income taxes
    
    
    7.5
    
    
    
    (9.2
    )
    
    
    291.2Income tax provision (benefit)
    
    
    24.1
    
    
    
    (5.4
    )
    
    
    108.0Net earnings (loss)
    
    $
    (16.6
    )
    
    $
    (3.8
    )
    
    $
    183.2Basic earnings (loss) per share
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.73Shares used in calculation of basic
earnings (loss) per share
    
    
    246.9
    
    
    
    248.6
    
    
    
    250.1Diluted earnings (loss) per share
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.72Shares used in calculation of
diluted earnings (loss) per share
    
    
    246.9
    
    
    
    248.6
    
    
    
    257.2




---



##### 



MedImmune, Inc.
Consolidated Statements of Cash Flows
(in millions)
 For the year ended December 31,2005
    
    
    2004
    
    
    2003CASH FLOWS FROM OPERATING
ACTIVITIES:Net earnings (loss)
    
    $
    (16.6
    )
    
    $
    (3.8
    )
    
    $
    183.2Adjustments to reconcile
net earnings (loss) to
net cash provided by
operating activities:Impairment of intangible
asset
    
    
    
    
    
    
    73.0
    
    
    
    Charges for acquired
in-process research and
development
    
    
    48.4
    
    
    
    29.2
    
    
    
    Deferred taxes
    
    
    17.7
    
    
    
    9.6
    
    
    
    87.0Depreciation and
amortization
    
    
    78.6
    
    
    
    41.1
    
    
    
    37.7Deferred revenue
    
    
    (0.4
    )
    
    
    (0.4
    )
    
    
    (6.0
    )Advances from Wyeth
    
    
    
    
    
    
    (51.9
    )
    
    
    51.9Amortization of premium
on marketable securities
    
    
    14.8
    
    
    
    14.2
    
    
    
    14.8Amortization of deferred
compensation
    
    
    0.1
    
    
    
    1.1
    
    
    
    4.0Realized (gain) loss on
investments
    
    
    8.6
    
    
    
    2.7
    
    
    
    (3.4
    )Increase in sales
allowances
    
    
    6.2
    
    
    
    13.5
    
    
    
    10.9Losses on write-downs of
inventory
    
    
    41.9
    
    
    
    70.9
    
    
    
    59.0Other
    
    
    5.1
    
    
    
    1.3
    
    
    
    (0.1
    )Increase (decrease) in
cash due to changes in
assets and
liabilities:Trade receivables
    
    
    (84.8
    )
    
    
    (45.6
    )
    
    
    (36.7
    )Inventory
    
    
    (44.7
    )
    
    
    (43.1
    )
    
    
    (86.6
    )Other assets
    
    
    16.7
    
    
    
    (2.9
    )
    
    
    (14.7
    )Accounts payable and
accrued expenses
    
    
    (1.9
    )
    
    
    33.3
    
    
    
    45.3Product royalties payable
    
    
    7.2
    
    
    
    4.1
    
    
    
    7.8Other liabilities
    
    
    13.8
    
    
    
    (1.6
    )
    
    
    3.4Net cash provided by
operating activities
    
    
    110.7
    
    
    
    144.7
    
    
    
    357.5CASH FLOWS FROM INVESTING
ACTIVITIES:Investments in securities
available for sale
    
    
    (218.5
    )
    
    
    (652.9
    )
    
    
    (659.9
    )Maturities of securities
available for sale
    
    
    160.0
    
    
    
    182.9
    
    
    
    345.6Proceeds from sales of
securities available for
sale
    
    
    223.6
    
    
    
    308.0
    
    
    
    219.3Capital expenditures
    
    
    (91.5
    )
    
    
    (79.8
    )
    
    
    (112.9
    )Purchase of assets from
Cellective, net of cash
acquired
    
    
    (44.0
    )
    
    
    
    
    
    
    Purchase of promotion
rights from Abbott
    
    
    (70.0
    )
    
    
    
    
    
    
    Purchase of assets from
Wyeth
    
    
    (5.0
    )
    
    
    (34.8
    )
    
    
    Minority interest
investments
    
    
    (14.5
    )
    
    
    (24.3
    )
    
    
    (30.4
    )Net cash used in
investing activities
    
    
    (59.9
    )
    
    
    (300.9
    )
    
    
    (238.3
    )CASH FLOWS FROM FINANCING
ACTIVITIES:Proceeds from issuance of
common stock
    
    
    41.9
    
    
    
    19.5
    
    
    
    44.4Share repurchases
    
    
    (105.9
    )
    
    
    (30.0
    )
    
    
    (229.8
    )Proceeds of 1% Notes, net
of issuance costs
    
    
    
    
    
    
    
    
    
    
    489.4Debt prepayments
    
    
    
    
    
    
    (172.7
    )
    
    
    (33.1
    )Repayments on long-term
obligations
    
    
    (4.8
    )
    
    
    (4.7
    )
    
    
    (4.7
    )Net cash provided by
(used in) financing
activities
    
    
    (68.8
    )
    
    
    (187.9
    )
    
    
    266.2Effect of exchange
rate changes on
cash
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    Net increase (decrease)
in cash and cash
equivalents
    
    
    (17.9
    )
    
    
    (344.2
    )
    
    
    385.4Cash and cash equivalents
at beginning of year
    
    
    171.3
    
    
    
    515.5
    
    
    
    130.1Cash and cash equivalents
at end of year
    
    $
    153.4
    
    
    $
    171.3
    
    
    $
    515.5Supplemental cash flow data:Cash paid during the year
for interest, net of
amounts
capitalized
    
    $
    4.2
    
    
    $
    9.7
    
    
    $
    8.4Cash paid (received)
during the year for
income tax
payments (refunds)
    
    $
    (3.5
    )
    
    $
    3.1
    
    
    $
    32.7




---



##### 



MedImmune, Inc.
Consolidated Statements of Cash Flows (Continued)
(in millions)
 Supplemental schedule of noncash investing activities:




---



##### 



MedImmune, Inc.
Consolidated Statements of Shareholders Equity
(in millions)
 AccumulatedCommon Stock,
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    Other$0.01 par
    
    
    Paid-in
    
    
    Deferred
    
    
    Earnings
    
    
    Comprehensive
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance, December 31, 2002
    
    
    251.3
    
    
    $
    2.5
    
    
    $
    2,613.0
    
    
    $
    (6.8
    )
    
    $
    (956.1
    )
    
    $
    24.6
    
    
    
    
    
    
    $
    
    
    
    $
    1,677.2Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183.2Change in foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.6
    
    
    
    
    
    
    
    
    
    
    
    1.6Change in unrealized gain/loss
on investments, net of tax of $3.0 million
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.7
    
    
    
    
    
    
    
    
    
    
    
    3.7Change in unrealized gain/loss
on cash flow hedges, net of tax of $1.4
million
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.2
    )
    
    
    
    
    
    
    
    
    
    
    (2.2
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186.3Common stock options exercised
    
    
    2.8
    
    
    
    
    
    
    
    39.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39.9Issuance of common stock under
the employee stock
purchase plan
    
    
    0.2
    
    
    
    
    
    
    
    4.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.8Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6.2
    )
    
    
    (229.8
    )
    
    
    (229.8
    )Tax benefit associated with the
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    16.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.1Amortization of deferred
compensation for the
vesting of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.7Reversal of deferred
compensation for cancellation
of stock options
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2003
    
    
    254.3
    
    
    
    2.5
    
    
    
    2,673.1
    
    
    
    (1.4
    )
    
    
    (772.9
    )
    
    
    27.7
    
    
    
    (6.2
    )
    
    
    (229.8
    )
    
    
    1,699.2Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.8
    )Change in foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    0.5Change in unrealized gain/loss
on investments, net of tax of $9.9 million
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19.2
    )
    
    
    
    
    
    
    
    
    
    
    (19.2
    )Change in unrealized gain/loss
on cash flow hedges, net of tax of $1.4
million
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    2.1Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20.4
    )Common stock options and
warrants exercised
    
    
    0.9
    
    
    
    0.1
    
    
    
    7.3
    
    
    
    
    
    
    
    (11.8
    )
    
    
    
    
    
    
    0.5
    
    
    
    19.3
    
    
    
    14.9Issuance of common stock under
the employee stock
purchase plan
    
    
    0.2
    
    
    
    
    
    
    
    4.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.6Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (30.0
    )
    
    
    (30.0
    )Tax benefit associated with the
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    5.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.2Amortization of deferred
compensation for the
vesting of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1Reversal of deferred
compensation for cancellation
of stock options
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    




---



##### 



MedImmune, Inc.
Consolidated Statements of Shareholders Equity (Continued)
(in millions)
 AccumulatedCommon Stock,
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    Other$0.01 par
    
    
    Paid-in
    
    
    Deferred
    
    
    Earnings
    
    
    Comprehensive
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance, December 31, 2004
    
    
    255.4
    
    
    $
    2.6
    
    
    $
    2,690.0
    
    
    $
    (0.1
    )
    
    $
    (788.5
    )
    
    $
    11.1
    
    
    
    (6.9
    )
    
    $
    (240.5
    )
    
    $
    1,674.6Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16.6
    )Change in foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Change in unrealized
gain/loss
on investments, net of
tax of $12.0 million
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21.1
    )
    
    
    
    
    
    
    
    
    
    
    (21.1
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38.7
    )Common stock options and
warrants exercised
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34.6
    )
    
    
    
    
    
    
    2.1
    
    
    
    70.9
    
    
    
    36.3Issuance of common stock
under
the employee stock
purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    
    
    
    
    0.3
    
    
    
    8.4
    
    
    
    5.6Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.0
    )
    
    
    (105.9
    )
    
    
    (105.9
    )Tax benefit associated
with the
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    7.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.6Amortization of deferred
compensation for the
vesting of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Tax reversal of paid-in
capital
related to the
expiration of
Aviron stock options
    
    
    
    
    
    
    
    
    
    
    (9.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.1
    )Balance, December 31, 2005
    
    
    255.5
    
    
    $
    2.6
    
    
    $
    2,688.5
    
    
    $
    
    
    
    $
    (842.5
    )
    
    $
    (11.0
    )
    
    
    (8.5
    )
    
    $
    (267.1
    )
    
    $
    1,570.5




---



##### 



MedImmune,
Inc.
Notes to Consolidated Financial Statements
 1. ORGANIZATION
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of Presentation
 Seasonality
  Cash, Cash Equivalents and Marketable Securities
   Minority Interest Investments




---



##### 



Fair Value of Financial Instruments
 Concentration of Credit Risk
 Inventory
      Product Sales




---



##### 



Sales Allowances
 Other Revenues-
 Contract Revenues
  Miscellaneous Revenues
 Royalty Expense
 Research and Development Expenses
  Licensing Fees
 Other
 Selling, General and Administrative Expenses
 Co-promotion Expenses 




---



##### 



Allowances for Doubtful Accounts 
 Advertising Expense 
 Property and Equipment
 YearsBuilding and improvements
    
    
    15-30Manufacturing, laboratory, and facility equipment
    
    
    5-15Office furniture and equipment
    
    
    3-7
    Intangible Assets
 Goodwill
  Derivative Instruments




---



##### 



Income Taxes
  Earnings Per Share
 Comprehensive Income
 Stock-based Compensation
 New Accounting Standards




---



##### 



2005
    
    
    2004(1)
    
    
    2003(1)Net earnings (loss), as reported
    
    $
    (16.6
    )
    
    $
    (3.8
    )
    
    $
    183.2Add:
    
    Stock-based employee
compensation expense
included in historical
results for the
vesting of stock
options assumed in
conjunction with the
Aviron acquisition,
calculated in
accordance with FIN
44, Accounting for
Certain Transactions
Involving Stock
Compensation-an
Interpretation of APB
25, net of related
tax effect
    
    
    0.1
    
    
    
    0.7
    
    
    
    2.5Deduct:
    
    Stock-based employee
compensation expense
determined under the
fair value based
method for all awards,
net of related tax
effect
    
    
    (43.3
    )
    
    
    (55.3
    )
    
    
    (71.1
    )Pro forma net earnings (loss)
    
    $
    (59.8
    )
    
    $
    (58.4
    )
    
    $
    114.6Basic earnings (loss) per share, as reported
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.73Basic earnings (loss) per share, pro forma
    
    $
    (0.24
    )
    
    $
    (0.24
    )
    
    $
    0.46Diluted earnings (loss) per share, as reported
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.72Diluted earnings (loss) per share, pro forma
    
    $
    (0.24
    )
    
    $
    (0.24
    )
    
    $
    0.45
 
 (1)
    
    The pro forma net earnings (loss) for 2004 and 2003 of $(58.4) million and $114.6 million,
respectively, have been recomputed from the pro forma net earnings (loss) previously disclosed
of $(66.2) million and $98.2 million, respectively, to reflect a revised estimated tax effect
and to properly reflect the Companys accounting policy for amortization of compensation costs
using the graded-vesting method, an accelerated method described by FASB Interpretation No.
28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans
(FIN 28) (see discussion of New Accounting Standardsbelow).




---



##### 



-
 2005Option pricing model
    
    BinomialExpected stock price volatility
    
    
    32
    %Expected dividend yield
    
    
    0
    %Expected life of option-years
    
    
    4.3 to 5.4Risk-free interest rate
    
    
    4.3
    %Weighted average fair value of options granted
    
    $
    8.94
  2004
    
    
    2003Option pricing model
    
    Black-Scholes
    
    Black-ScholesExpected stock price volatility
    
    
    49
    %
    
    
    51
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected life of option-years
    
    
    5.0
    
    
    
    5.0Risk-free interest rate
    
    
    3.4
    %
    
    
    3.3
    %Weighted average fair value of
options granted
    
    $
    11.20
    
    
    $
    16.55
 Defined Contribution Plans
 Reclassifications
 Use of Estimates
 New Accounting Standards
  




---



##### 



3. ACQUISITION OF CELLECTIVE THERAPEUTICS, INC.
  4. SEGMENT, GEOGRAPHIC AND PRODUCT INFORMATION
   2005
    
    
    2004
    
    
    2003Amerisource-Bergen
Corp.
    
    
    35
    %
    
    
    25
    %
    
    
    29
    %McKesson HBOC, Inc.
    
    
    14
    %
    
    
    18
    %
    
    
    12
    %Cardinal Health, Inc.
    
    
    13
    %
    
    
    15
    %
    
    
    18
    %Abbott International
    
    
    12
    %
    
    
    9
    %
    
    
    6
    %Caremark Rx, Inc. (1)
    
    
    0
    %
    
    
    6
    %
    
    
    10
    %Total % of product
sales
    
    
    74
    %
    
    
    73
    %
    
    
    75
    %
 
 (1)
    
    Caremark Rx, Inc. ceased being a direct customer, purchasing through
one of the Companys wholesalers during 2004.  2005
    
    
    2004
    
    
    2003United States
    
    $
    1,055.6
    
    
    $
    1,008.7
    
    
    $
    911.3International
    
    
    165.4
    
    
    
    115.3
    
    
    
    81.3Total product sales
    
    
    1,221.0
    
    
    
    1,124.0
    
    
    
    992.6Other revenue
    
    
    22.9
    
    
    
    17.1
    
    
    
    61.8Total revenues
    
    $
    1,243.9
    
    
    $
    1,141.1
    
    
    $
    1,054.4




---



##### 



2005
    
    
    2004
    
    
    2003United States
    
    $
    324.3
    
    
    $
    253.1
    
    
    $
    222.5Europe
    
    
    57.1
    
    
    
    57.8
    
    
    
    51.1Total long-lived assets
    
    $
    381.4
    
    
    $
    310.9
    
    
    $
    273.6
  2005
    
    
    2004
    
    
    2003Synagis
    
    $
    1,062.9
    
    
    $
    942.3
    
    
    $
    849.3Ethyol
    
    
    95.0
    
    
    
    92.4
    
    
    
    100.2FluMist
    
    
    21.3
    
    
    
    48.0
    
    
    
    Other Products
    
    
    41.8
    
    
    
    41.3
    
    
    
    43.1Total Product Sales
    
    $
    1,221.0
    
    
    $
    1,124.0
    
    
    $
    992.6
 5. CASH, CASH EQUIVALENTS AND INVESTMENTS IN DEBT AND EQUITY SECURITIES
  Fair Value at Balance Sheet DateCost/
    
    
    Gross
    
    
    Gross
    
    
    Cash and
    
    
    Short-Term
    
    
    Long-TermPrincipal
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Cash
    
    
    Marketable
    
    
    MarketableAmount
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Equivalents
    
    
    Securities
    
    
    SecuritiesDecember 31, 2005:Cash and Money
Market Mutual
Funds
    
    $
    42.9
    
    
    $
    42.9
    
    
    $
    
    
    
    $
    
    
    
    $
    42.9
    
    
    $
    
    
    
    $
    Commercial Paper
    
    
    163.2
    
    
    
    161.9
    
    
    
    
    
    
    
    
    
    
    
    110.5
    
    
    
    51.4
    
    
    
    U.S. Government and
Agencies
    
    
    304.1
    
    
    
    306.3
    
    
    
    
    
    
    
    (4.3
    )
    
    
    
    
    
    
    181.0
    
    
    
    121.0Corporate Notes and
Bonds
    
    
    905.1
    
    
    
    942.5
    
    
    
    0.7
    
    
    
    (20.1
    )
    
    
    
    
    
    
    182.7
    
    
    
    740.4Equity Securities
    
    
    36.0
    
    
    
    36.0
    
    
    
    6.0
    
    
    
    
    
    
    
    
    
    
    
    42.0
    
    
    
    Total
    
    $
    1,451.3
    
    
    $
    1,489.6
    
    
    $
    6.7
    
    
    $
    (24.4
    )
    
    $
    153.4
    
    
    $
    457.1
    
    
    $
    861.4December 31, 2004:Cash and Money
Market Mutual
Funds
    
    $
    38.6
    
    
    $
    38.6
    
    
    $
    
    
    
    $
    
    
    
    $
    38.6
    
    
    $
    
    
    
    $
    Commercial Paper
    
    
    62.0
    
    
    
    61.9
    
    
    
    
    
    
    
    
    
    
    
    61.9
    
    
    
    
    
    
    
    U.S. Government and
Agencies
    
    
    384.8
    
    
    
    389.7
    
    
    
    1.3
    
    
    
    (2.8
    )
    
    
    67.8
    
    
    
    
    
    
    
    320.4Corporate Notes and
Bonds
    
    
    1,126.8
    
    
    
    1,180.3
    
    
    
    11.6
    
    
    
    (7.4
    )
    
    
    3.0
    
    
    
    139.7
    
    
    
    1,041.8Equity Securities
    
    
    20.0
    
    
    
    20.0
    
    
    
    12.9
    
    
    
    
    
    
    
    
    
    
    
    32.9
    
    
    
    Total
    
    $
    1,632.2
    
    
    $
    1,690.5
    
    
    $
    25.8
    
    
    $
    (10.2
    )
    
    $
    171.3
    
    
    $
    172.6
    
    
    $
    1,362.2




---



##### 



Cost/Amortized
    
    
    FairCost
    
    
    ValueEquity securities
    
    $
    36.0
    
    
    $
    42.0Due in one year or less
    
    
    571.1
    
    
    
    568.5Due after one year through two years
    
    
    197.6
    
    
    
    193.9Due after two years through five years
    
    
    599.9
    
    
    
    585.3Due after five years through seven years
    
    
    85.0
    
    
    
    82.2Total
    
    $
    1,489.6
    
    
    $
    1,471.9
   Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesU.S. Government and
Agencies
    
    $
    180.8
    
    
    $
    1.9
    
    
    $
    113.0
    
    
    $
    2.4
    
    
    $
    293.8
    
    
    $
    4.3Corporate Notes and
Bonds
    
    
    100.1
    
    
    
    0.9
    
    
    
    697.9
    
    
    
    19.2
    
    
    
    798.0
    
    
    
    20.1Total
    
    $
    280.9
    
    
    $
    2.8
    
    
    $
    810.9
    
    
    $
    21.6
    
    
    $
    1,091.8
    
    
    $
    24.4
    6. INVENTORY
  2005
    
    
    2004Raw materials
    
    $
    11.1
    
    
    $
    16.5Work in process
    
    
    42.4
    
    
    
    38.3Finished goods
    
    
    15.9
    
    
    
    9.3$
    69.4
    
    
    $
    64.1




---



##### 



7. PROPERTY AND EQUIPMENT
  2005
    
    
    2004Land and land improvements
    
    $
    30.4
    
    
    $
    30.2Buildings and building improvements
    
    
    123.8
    
    
    
    123.1Leasehold improvements
    
    
    55.7
    
    
    
    55.5Laboratory, manufacturing and facilities
equipment
    
    
    81.6
    
    
    
    70.7Office furniture, computers and equipment
    
    
    62.2
    
    
    
    52.4Construction in progress
    
    
    161.6
    
    
    
    83.7515.3
    
    
    
    415.6Less accumulated depreciation and
amortization
    
    
    (133.9
    )
    
    
    (104.7
    )$
    381.4
    
    
    $
    310.9
    8. INTANGIBLE ASSETS
  2005
    
    
    2004Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationPromotion rights acquired from Abbott
    
    $
    360.4
    
    
    $
    (41.3
    )
    
    $
    
    
    
    $
    Manufacturing know-how acquired from
Evans
    
    
    39.0
    
    
    
    (34.6
    )
    
    
    39.0
    
    
    
    (25.9
    )Other intangible assets
    
    
    0.4
    
    
    
    (0.4
    )
    
    
    0.4
    
    
    
    (0.4
    )Total
    
    $
    399.8
    
    
    $
    (76.3
    )
    
    $
    39.4
    
    
    $
    (26.3
    )




---



##### 



For the year ended December 31, 2006
    
    $
    102.1For the year ended December 31, 2007
    
    
    106.1For the year ended December 31, 2008
    
    
    85.2For the year ended December 31, 2009
    
    
    30.1$
    323.5
 9. ACCRUED EXPENSES
  2005
    
    
    2004Co-promotion expenses
    
    $
    90.6
    
    
    $
    85.6Rebates due to government purchasers
    
    
    52.5
    
    
    
    52.5Research and development expenses
    
    
    12.0
    
    
    
    6.7Sales and marketing costs
    
    
    16.0
    
    
    
    22.8Bonuses
    
    
    17.3
    
    
    
    13.3Clinical trial costs
    
    
    33.9
    
    
    
    30.0Other
    
    
    19.8
    
    
    
    20.9$
    242.1
    
    
    $
    231.8
 10. FACILITIES LEASES
   Year Ending December 31,2006
    
    $
    7.82007
    
    
    6.22008
    
    
    3.92009
    
    
    2.62010
    
    
    2.6Thereafter
    
    
    25.5$
    48.6
 11. LONG-TERM DEBT
  2005
    
    
    20041% Convertible Senior Notes, due 2023
    
    $
    500.0
    
    
    $
    500.04% notes due to Maryland Department of Business and
Economic Development, due 2016
    
    
    4.5
    
    
    
    4.87.53% note due to Maryland Industrial Development Finance
Authority, due 2007
(collectively with the 4% notes referred to as the
Maryland Notes)
    
    
    1.5
    
    
    
    2.1Note due to Cooperative Rabobank, B.A., due 2009,
variable interest rate
    
    
    0.2
    
    
    
    0.2506.2
    
    
    
    507.1Less current portion included in other current liabilities
    
    
    (501.0
    )
    
    
    (0.9
    )$
    5.2
    
    
    $
    506.2




---



##### 



1% Convertible Senior Notes
 Collateralized Loans
   12. SHAREHOLDERS EQUITY




---



##### 



13. EARNINGS PER SHARE
  2005
    
    
    2004
    
    
    2003Numerator (in millions):Net income (loss) for basic EPS
    
    $
    (16.6
    )
    
    $
    (3.8
    )
    
    $
    183.2Adjustments for interest expense on 1%
Convertible Senior Notes, net of tax
    
    
    
    
    
    
    
    
    
    
    2.1Earnings (loss) for diluted EPS
    
    $
    (16.6
    )
    
    $
    (3.8
    )
    
    $
    185.3
 2005
    
    
    2004
    
    
    2003Denominator (in millions):Weighted average shares for basic EPS
    
    
    246.9
    
    
    
    248.6
    
    
    
    250.1Effect of dilutive securities:Stock options and warrants
    
    
    
    
    
    
    
    
    
    
    3.71% Convertible Senior Notes
    
    
    
    
    
    
    
    
    
    
    3.4Weighted average shares for diluted EPS
    
    
    246.9
    
    
    
    248.6
    
    
    
    257.2Basic earnings (loss) per share
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.73Diluted earnings (loss) per share
    
    $
    (0.07
    )
    
    $
    (0.02
    )
    
    $
    0.72
   14. COMMON STOCK EQUIVALENTS
  SharesAuthorized forPlan
    
    Description
    
    Option Grants(in millions)1991 Plan
    
    Provides option incentives to
employees, consultants and
advisors of the Company
    
    
    33.01999 Plan
    
    Provides option incentives to
employees, consultants and
advisors of the Company
    
    
    23.32003 Non-Employee
Directors Plan
    
    Provides option incentives to
non-employee directors
    
    
    0.82004 Plan
    
    Provides option, stock
appreciation rights,
restricted stock, stock units
and/or stock
incentive awards to
employees, non-employee
directors, consultants and
advisors of the
Company
    
    
    21.0
  Plan
    
    DescriptionNon-Executive Plan
    
    Provided option incentives to
employees who were not officers
or directors of U.S. Bioscience,
Inc., consultants and advisors of
the companyNon-Employee Directors Plan
    
    Provided option incentives to
elected non-employee directors of
U.S. Bioscience, Inc.1996 Equity Incentive Plan
    
    Provided incentive and
nonstatutory stock options to
employees and consultants of
Aviron1999 Non-Officer Equity Incentive Plan
    
    Provided nonstatutory stock
options, stock bonuses, rights to
purchase restricted stock, and
stock appreciation rights to
consultants and employees who
were not officers or directors of
Aviron




---



##### 



1991, 1999 and
    
    
    Non-Employee2004 Plans
    
    
    Directors Plans
    
    
    Acquired PlansPrice per
    
    
    
    
    
    
    Price per
    
    
    
    
    
    
    Price perShares
    
    
    share (1)
    
    
    Shares
    
    
    share (1)
    
    
    Shares
    
    
    share (1)Outstanding, Dec.
31, 2002
    
    
    24.1
    
    
    $
    33.45
    
    
    
    0.9
    
    
    $
    29.53
    
    
    
    3.6
    
    
    $
    28.17Granted
    
    
    5.4
    
    
    
    30.18
    
    
    
    0.2
    
    
    
    35.87
    
    
    
    
    
    
    
    Exercised
    
    
    (2.0
    )
    
    
    11.61
    
    
    
    (0.1
    )
    
    
    2.02
    
    
    
    (0.7
    )
    
    
    21.30Canceled
    
    
    (1.4
    )
    
    
    41.33
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    33.98Outstanding, Dec.
31, 2003
    
    
    26.1
    
    
    
    34.00
    
    
    
    1.0
    
    
    
    30.52
    
    
    
    2.6
    
    
    
    29.82Granted
    
    
    4.9
    
    
    
    23.93
    
    
    
    0.2
    
    
    
    23.17
    
    
    
    
    
    
    
    Exercised
    
    
    (1.0
    )
    
    
    9.21
    
    
    
    (0.2
    )
    
    
    1.31
    
    
    
    (0.2
    )
    
    
    20.86Canceled
    
    
    (2.5
    )
    
    
    35.51
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    32.63Outstanding, Dec.
31, 2004
    
    
    27.5
    
    
    
    33.12
    
    
    
    1.0
    
    
    
    33.12
    
    
    
    2.1
    
    
    
    30.48Granted
    
    
    5.0
    
    
    
    25.78
    
    
    
    0.2
    
    
    
    26.71
    
    
    
    
    
    
    
    Exercised
    
    
    (1.6
    )
    
    
    17.16
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    21.32Canceled
    
    
    (2.4
    )
    
    
    33.31
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    36.78Outstanding, Dec.
31, 2005
    
    
    28.5
    
    
    $
    32.58
    
    
    
    1.2
    
    
    $
    31.88
    
    
    
    1.4
    
    
    $
    32.06
 
 (1)
    
    Price per share is the weighted average exercise price.  Options Outstanding
    
    
    Options ExercisableWtd AvgremainingRange of
    
    Options
    
    
    contractual
    
    
    Wtd Avg
    
    
    Options
    
    
    Wtd Avgexercise prices
    
    outstanding
    
    
    life (yrs)
    
    
    Ex. Price
    
    
    Exercisable
    
    
    Ex. Price$  0.01 - $10.00
    
    
    1.7
    
    
    
    1.7
    
    
    $
    6.26
    
    
    
    1.7
    
    
    $
    6.26$10.01 - $20.00
    
    
    2.2
    
    
    
    2.7
    
    
    $
    18.25
    
    
    
    2.2
    
    
    $
    18.25$20.01 - $30.00
    
    
    14.0
    
    
    
    7.4
    
    
    $
    25.65
    
    
    
    6.8
    
    
    $
    26.28$30.01 - $40.00
    
    
    5.6
    
    
    
    5.6
    
    
    $
    36.18
    
    
    
    4.4
    
    
    $
    36.91$40.01 - $50.00
    
    
    3.6
    
    
    
    5.3
    
    
    $
    42.46
    
    
    
    3.4
    
    
    $
    42.50$50.01 - $60.00
    
    
    0.4
    
    
    
    3.9
    
    
    $
    56.71
    
    
    
    0.4
    
    
    $
    56.71$60.01 - $70.00
    
    
    3.3
    
    
    
    3.6
    
    
    $
    60.88
    
    
    
    3.3
    
    
    $
    60.88$70.01 - $80.00
    
    
    0.3
    
    
    
    4.5
    
    
    $
    72.22
    
    
    
    0.3
    
    
    $
    72.2231.1
    
    
    
    5.7
    
    
    $
    32.54
    
    
    
    22.5
    
    
    $
    34.82




---



##### 



Shares (in 000s)
    
    Exercise Price
    
    Expiration5.1
    $
    55.13
    
    June 2008
 15. INCOME TAXES
  Year ended December 31,2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    (1.7
    )
    
    $
    (10.9
    )
    
    $
    33.0State
    
    
    8.0
    
    
    
    (4.3
    )
    
    
    7.4Foreign
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2Total current expense (benefit)
    
    
    6.4
    
    
    
    (15.0
    )
    
    
    40.6Deferred:Federal
    
    
    5.0
    
    
    
    4.8
    
    
    
    83.1State
    
    
    9.8
    
    
    
    4.8
    
    
    
    (15.7
    )Foreign
    
    
    2.9
    
    
    
    
    
    
    
    Total deferred expense
    
    
    17.7
    
    
    
    9.6
    
    
    
    67.4Total tax expense (benefit)
    
    $
    24.1
    
    
    $
    (5.4
    )
    
    $
    108.0
  2005
    
    
    2004Deferred tax assets:U.S. and state net operating loss
carryforwards
    
    $
    63.3
    
    
    $
    77.4U.K. net operating loss carryforwards
    
    
    1.8
    
    
    
    6.8U.S. general business credit carryforwards
    
    
    49.6
    
    
    
    48.7Alternative minimum tax credit
carryforwards
    
    
    8.0
    
    
    
    7.5Accrued co-promotional expenses not
currently deductible
    
    
    19.2
    
    
    
    23.1Fixed assets and intangibles
    
    
    35.4
    
    
    
    19.3Accounts receivable allowances and
reserves
    
    
    17.1
    
    
    
    14.7Allowance for government rebates
    
    
    11.4
    
    
    
    14.1Deferred compensation
    
    
    2.4
    
    
    
    6.3Other accrued expenses not currently
deductible
    
    
    9.7
    
    
    
    6.6State research and development credits
    
    
    14.1
    
    
    
    13.1Investment impairment
    
    
    10.3
    
    
    
    6.9Unrealized losses on investments
    
    
    5.9
    
    
    
    California capitalized research expenses
    
    
    0.7
    
    
    
    1.3Other
    
    
    2.2
    
    
    
    1.2Total deferred tax assets
    
    
    251.1
    
    
    
    247.0Deferred tax liabilities:Unrealized gains on investments
    
    
    
    
    
    
    (6.0
    )Contingent interest
    
    
    (14.0
    )
    
    
    (8.3
    )Total deferred tax liabilities
    
    
    (14.0
    )
    
    
    (14.3
    )U.S. valuation allowance
    
    
    (50.2
    )
    
    
    (48.0
    )U.K. valuation allowance
    
    
    (0.3
    )
    
    
    (6.8
    )Total valuation allowance
    
    
    (50.5
    )
    
    
    (54.8
    )Net deferred tax assets
    
    $
    186.6
    
    
    $
    177.9




---



##### 



Year ended December 31,2005
    
    
    2004
    
    
    2003Amount
    
    
    Tax Rate
    
    
    Amount
    
    
    Tax Rate
    
    
    Amount
    
    
    Tax Rate(In Millions)U.S.
    
    $
    (4.2
    )
    
    
    
    
    
    $
    (17.7
    )
    
    
    
    
    
    $
    292.4International
    
    
    11.7
    
    
    
    
    
    
    
    8.5
    
    
    
    
    
    
    
    (1.2
    )Earnings
(loss) before taxes
on income:
    
    $
    7.5
    
    
    
    
    
    
    $
    (9.2
    )
    
    
    
    
    
    $
    291.2Tax at U.S.
federal statutory
income tax rate
    
    $
    2.6
    
    
    
    35.0
    %
    
    $
    (3.2
    )
    
    
    (35.0
    )%
    
    $
    101.9
    
    
    
    35.0
    %State taxes, net of
federal tax benefit
    
    
    (2.8
    )
    
    
    (37.4
    )%
    
    
    (2.3
    )
    
    
    (25.5
    )%
    
    
    (0.6
    )
    
    
    (0.2
    )%State research and
development credits
    
    
    (0.9
    )
    
    
    (12.1
    )%
    
    
    (10.8
    )
    
    
    (117.5
    )%
    
    
    
    
    
    
    
    %Changes in federal
valuation allowance
    
    
    
    
    
    
    
    %
    
    
    0.8
    
    
    
    8.6
    %
    
    
    
    
    
    
    
    %Change in
state valuation
allowance
related to
state research and
development credits
    
    
    0.7
    
    
    
    9.9
    %
    
    
    9.5
    
    
    
    103.1
    %
    
    
    
    
    
    
    
    %Other changes in
state valuation
allowance
    
    
    5.0
    
    
    
    66.8
    %
    
    
    4.0
    
    
    
    43.4
    %
    
    
    9.8
    
    
    
    3.4
    %Changes in foreign
valuation allowance
    
    
    (4.3
    )
    
    
    (57.6
    )%
    
    
    (2.4
    )
    
    
    (25.6
    )%
    
    
    1.0
    
    
    
    0.3
    %Change in state
income tax
contingency
reserve
    
    
    1.8
    
    
    
    24.6
    %
    
    
    (1.5
    )
    
    
    (15.8
    )%
    
    
    
    
    
    
    
    %Nondeductible IPR&D
expense
    
    
    15.3
    
    
    
    203.4
    %
    
    
    2.4
    
    
    
    26.4
    %
    
    
    
    
    
    
    
    %U.S. general
business credits
generated
    
    
    (0.8
    )
    
    
    (11.0
    )%
    
    
    (3.6
    )
    
    
    (38.7
    )%
    
    
    (2.4
    )
    
    
    (0.8
    )%Effect of foreign
rates other than
35%
    
    
    (0.6
    )
    
    
    (7.5
    )%
    
    
    (0.4
    )
    
    
    (4.3
    )%
    
    
    
    
    
    
    
    %Meals and
entertainment
    
    
    1.1
    
    
    
    14.1
    %
    
    
    0.8
    
    
    
    8.7
    %
    
    
    0.6
    
    
    
    0.2
    %Nondeductible costs
associated with
orphan drug
credit
    
    
    0.3
    
    
    
    3.6
    %
    
    
    0.4
    
    
    
    4.7
    %
    
    
    
    
    
    
    
    %Record goodwill for
prior period
purchase
accounting
adjustments
    
    
    1.8
    
    
    
    23.6
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %True-up of unearned
compensation
    
    
    (1.9
    )
    
    
    (25.0
    )%
    
    
    0.5
    
    
    
    5.1
    %
    
    
    
    
    
    
    
    %True-up of
permanent
differences in
prior year
U.K. tax returns
    
    
    3.1
    
    
    
    41.6
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %True-up of prior
period tax
provisions
    
    
    2.8
    
    
    
    37.3
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Other
    
    
    0.9
    
    
    
    11.8
    %
    
    
    0.4
    
    
    
    3.8
    %
    
    
    (2.3
    )
    
    
    (0.8
    )%Total
    
    $
    24.1
    
    
    
    321.1
    %
    
    $
    (5.4
    )
    
    
    (58.6
    )%
    
    $
    108.0
    
    
    
    37.1
    %
    Tax Attributes




---



##### 



Items Charged to Equity and Other Comprehensive Income or Goodwill
     Valuation Allowance




---



##### 



American Jobs Creation Act of 2004
  Income Tax Contingency Reserves
   16. SIGNIFICANT AGREEMENTS AND COLLABORATIONS
 GlaxoSmithKline (GSK)
   Streptococcus pneumoniae S. pneumoniae
  Abbott Laboratories




---



##### 



ALZA Corporation
 Evans Vaccines Limited
 Schering-Plough Corporation
  Wyeth




---



##### 



17. COMMITMENTS AND CONTINGENCIES
 Manufacturing, Supply and Purchase Agreements
 Synagis
  FluMist
  CytoGam 




---



##### 



Letters of Credit
 Research and Development, Licensing and Other Agreements
 18. LEGAL PROCEEDINGS
 Litigation Regarding Generic Version of Ethyol
  AWP Cases
 In re




---



##### 



Various Patent Litigation Matters




---



##### 



Contract-Related Case
 staphylococcal
 Other Matters
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures




---



##### 



Managements Report on Internal Control over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION




---



##### 



PART III





ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF MEDIMMUNE







ITEM 11.
    
    EXECUTIVE COMPENSATION







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







ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS







ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES






---



##### 



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
  a)
    
    Documents filed as part of the Report
 1.
    
    Financial Statements and Supplemental Data
 a.
    
    Report of Independent Registered Public Accounting Firmb.
    
    Consolidated Balance Sheets at December 31, 2005 and 2004c.
    
    Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003d.
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003e.
    
    Consolidated Statements of Shareholders Equity for the years ended December 31, 2005, 2004 and 2003f.
    
    Notes to Consolidated Financial Statementsg.
    
    Managements Report on Internal Control over Financial Reporting
 2.
    
    Supplemental Financial Statement Schedule
 a.
    
    Schedule IIValuation and Qualifying Accounts, Page S-1
 b)
    
    EXHIBITS




---



##### 



SIGNATURES
  MEDIMMUNE, INC.Date: March 10, 2006/s/ DAVID M. MOTTDavid M. MottChief Executive Officer,
President and Vice     ChairmanPrincipal Executive OfficerDate: March 10, 2006/s/ LOTA S. ZOTHLota S. ZothSenior Vice President and Chief Financial OfficerPrincipal Financial OfficerDate: March 10, 2006/s/ MARK E. SPRINGMark E. SpringVice President, Finance and ControllerPrincipal Accounting Officer
  Date: March 10, 2006
    
    /s/ WAYNE T. HOCKMEYERWayne T. Hockmeyer, ChairmanDate: March 10, 2006
    
    /s/ DAVID BALTIMOREDavid Baltimore, DirectorDate: March 10, 2006
    
    /s/ M. JAMES BARRETTM. James Barrett, DirectorDate: March 10, 2006
    
    /s/ JAMES H. CAVANAUGHJames H. Cavanaugh, DirectorDate: March 10, 2006
    
    /s/ BARBARA HACKMAN FRANKLINBarbara Hackman Franklin, DirectorDate: March 10, 2006
    
    /s/ GORDON S. MACKLINGordon S. Macklin, DirectorDate: March 10, 2006
    
    /s/ GEORGE M. MILNE, JR.George M. Milne, Jr., DirectorDate: March 10, 2006
    
    /s/ ELIZABETH WYATTElizabeth Wyatt, Director




---



##### 



SCHEDULE II
 MedImmune, Inc.
Valuation and Qualifying Accounts
(in millions)
 Additions
    
    
    AdditionsBalance at
    
    
    charged to
    
    
    charged
    
    
    
    
    
    
    Balancebeginning of
    
    
    costs and
    
    
    to asset
    
    
    
    
    
    
    at endDescription
    
    period
    
    
    expenses
    
    
    accounts(1)
    
    
    Deductions(2)
    
    
    of periodFor the year ended December 31, 2005Sales Allowances
    
    $
    14.5
    
    
    $
    76.3
    
    
    $
    
    
    
    $
    (70.2
    )
    
    $
    20.6Allowance for Doubtful Accounts
    
    
    1.8
    
    
    
    4.1
    
    
    
    
    
    
    
    (3.0
    )
    
    
    2.9Inventory Reserve
    
    
    49.3
    
    
    
    41.9
    
    
    
    
    
    
    
    (45.2
    )
    
    
    46.0Physical Asset Reserve
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Tax Valuation Allowance (3)
    
    
    54.8
    
    
    
    
    
    
    
    5.6
    
    
    
    (9.9
    )
    
    
    50.5$
    120.7
    
    
    $
    122.3
    
    
    $
    5.6
    
    
    $
    (128.3
    )
    
    $
    120.3For the year ended December 31, 2004Sales Allowances
    
    $
    9.0
    
    
    $
    64.4
    
    
    $
    
    
    
    $
    (58.9
    )
    
    $
    14.5Allowance for Doubtful Accounts
    
    
    3.8
    
    
    
    6.1
    
    
    
    
    
    
    
    (8.1
    )
    
    
    1.8Inventory Reserve
    
    
    88.1
    
    
    
    70.9
    
    
    
    
    
    
    
    (109.7
    )
    
    
    49.3Physical Asset Reserve
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Tax Valuation Allowance (3)
    
    
    42.9
    
    
    
    
    
    
    
    14.3
    
    
    
    (2.4
    )
    
    
    54.8$
    144.1
    
    
    $
    141.4
    
    
    $
    14.3
    
    
    $
    (179.1
    )
    
    $
    120.7For the year ended December 31, 2003Sales Allowances
    
    $
    10.6
    
    
    $
    42.4
    
    
    $
    
    
    
    $
    (44.0
    )
    
    $
    9.0Allowance for Doubtful Accounts
    
    
    7.5
    
    
    
    14.5
    
    
    
    
    
    
    
    (18.2
    )
    
    
    3.8Inventory Reserve
    
    
    51.1
    
    
    
    59.0
    
    
    
    
    
    
    
    (22.0
    )
    
    
    88.1Physical Asset Reserve
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Tax Valuation Allowance (3)
    
    
    32.3
    
    
    
    
    
    
    
    10.6
    
    
    
    
    
    
    
    42.9$
    101.8
    
    
    $
    115.9
    
    
    $
    10.6
    
    
    $
    (84.2
    )
    
    $
    144.1
 
 (1)
    
    Include amounts charged to deferred tax assets and amounts charged to
goodwill in connection with the Acquisition.(2)
    
    Deductions include reversals of costs and expenses for adjustments to
previously recorded allowances resulting from changes in estimates.(3)
    
    A portion of the Companys deferred tax assets recognized relate to
state and foreign net operating loss and credit carryforwards. Because
the Company operates in multiple state and foreign jurisdictions, it
considers the need for a valuation allowance on a state-by-state and
country-by-country basis. Management believes that the Company may not
be able to utilize the loss carryforwards in the future because the
Company has a history of pre-tax losses in that jurisdiction or the
losses may expire in the near future.




---



##### 



EXHIBIT INDEX
 Exhibit
    
    Description3.1
    
    Restated Certificate of Incorporation, as restated as of February
25, 2004, incorporated by reference to Exhibit 3.1 to our Annual
Report on Form 10-K for the year ended December 31, 2003.3.2
    
    By Laws, as amended and restated as of May 19, 2005, incorporated
by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005.4.1
    
    Amended and Restated Rights Agreement, dated as of October 31,
1998, by and between MedImmune and American Stock Transfer and
Trust Company, as Rights Agent, incorporated by reference to
Exhibit 99.2 to our Registration Statement on Form 8-A/A, filed on
December 1, 1998.4.2
    
    Certificate of Designations of Series B Junior Preferred Stock,
incorporated by reference to Exhibit 4.2 to our Annual Report on
Form 10-K for the year ended December 31, 2001.4.3
    
    Indenture, dated July 15, 2003, by and between MedImmune and The
Bank of New York, incorporated by reference to Exhibit 4.7 to our
Registration Statement on Form S-3 (File No. 333-108710), filed on
September 11, 2003.4.4
    
    Form of Senior Convertible Note due 2023, incorporated by
reference to Exhibit 4.9 to our Registration Statement on Form S-3
(File No. 333-108710), filed on September 11, 2003.10.1(1)
    
    Patent License Agreement, dated July 17, 1997, by and between
Protein Design Labs and MedImmune, incorporated by reference to
Exhibit 10.73 to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.10.2(1)
    
    License Agreement, dated June 4, 1997, by and between Genentech,
Inc. and MedImmune, incorporated by reference to Exhibit 10.180 to
our Annual Report on Form 10-K for the year ended December 31,
2002.10.3(1)
    
    License for Winter Patent, dated August 13, 1997, by and between
Medical Research Council and MedImmune, incorporated by reference
to Exhibit 10.181 to our Annual Report on Form 10-K for the year
ended December 31, 2002.10.4(1)
    
    License Agreement, dated as of December 1, 1997, by and between
the University of Iowa Research Foundation and MedImmune,
incorporated by reference to Exhibit 10.183 to our Annual Report
on Form 10-K for the year ended December 31, 2002.10.5(1)
    
    Sublicense Agreement, dated as of September 15, 2000, by and
between Centocor, Inc. and MedImmune, incorporated by reference to
Exhibit 10.174 to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002.10.6(2)
    
    Patent License Agreement (Adair Patent Rights) (MedI-493), dated
as of January 19, 1998, by and between Celltech Therapeutics
Limited and MedImmune, incorporated by reference to Exhibit 10.1
to our Quarterly Report on Form 10-Q for the quarter ended June
30, 2005.10.7(2)
    
    Patent License Agreement (Adair Patent Rights) (MedI-493), dated
as of June 24, 2005, by and among Celltech R&D Limited, UCB S.A.
and MedImmune, incorporated by reference to Exhibit 10.2 to the
our Quarterly Report on Form 10-Q for the quarter ended June 30,
2005.10.8(3)
    
    Co-Promotion Agreement, dated as of November 26, 1997, by and
between MedImmune and Abbott Laboratories, incorporated by
reference to Exhibit 10.76 to our Annual Report on Form 10-K for
the year ended December 31, 1997, as amended by the Third
Amendment to the Co-Promotion Agreement, dated as of August 26,
2005, incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005.10.9(2)
    
    Amended and Restated Distribution Agreement, dated as of February
23, 2005, by and between MedImmune and Abbott International LLC.10.10(1)
    
    Manufacturing Agreement, dated November 27, 1997, between
MedImmune and Boehringer Ingelheim Pharma GmbH & Co. KG
(successor-in-interest to Dr. Karl Thomae GmbH), incorporated by
reference to Exhibit 10.78 to our Annual Report on Form 10-K for
the year ended December 31, 1997.




---



##### 



Exhibit
    
    Description10.11
    
    Amended and Restated License Agreement, effective as of May 1,
1993, by and between MedImmune Oncology, Inc., our wholly owned
subsidiary formerly known as U.S. Bioscience, Inc. (USB), and
Southern Research Institute, incorporated by reference to Exhibit
10.8 to the USB Annual Report on Form 10-K for the year ended
December 31, 1993.10.12(1)
    
    Amifostine Manufacturing and Supply Agreement, dated as of
January 1, 2001, by and between MedImmune Oncology, Inc. and PPG
Industries, Inc., incorporated by reference to Exhibit 10.20 to
our Annual Report on Form 10-K/A for the year ended December 31,
2003, filed on December 21, 2004.10.13(1)
    
    Terms and Conditions for the Manufacture of Products by Ben Venue
Laboratories, Inc., dated as of October 17, 2003, incorporated by
reference to Exhibit 10.21 to our Annual Report on Form 10-K/A
for the year ended December 31, 2003, filed on December 21, 2004.10.14(1)
    
    Materials Transfer and Intellectual Property Agreement, dated
February 24, 1995, by and between MedImmune Vaccines, Inc.
(MedImmune Vaccines), our wholly owned subsidiary, formerly
known as Aviron (Aviron), and the Regents of the University of
Michigan, incorporated by reference to Exhibit 10.3 to Avirons
Registration Statement on Form S-1 (File No. 333-05209), filed on
June 5, 1996, as amended by the Letter Amendment, dated as of
February 24, 1999, incorporated by reference to Exhibit 10.24 to
Avirons Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as further amended by the letter dated March 4,
1996 exercising MedImmune Vaccines option to include Japan as
part of the Territory (as defined in the agreement), incorporated
by reference to Exhibit 10.11 to our Annual Report on Form 10-K
for the year ended December 31, 2004.10.15(1)
    
    Agreement Relating to the Sharing and Provision of Certain
Services, by and between Evans Vaccines Limited and MedImmune UK
Limited, a wholly owned subsidiary of MedImmune Vaccines formerly
known as Aviron UK Limited, incorporated by reference to Exhibit
10.45 to Avirons Annual Report on Form 10-K for the year ended
December 31, 2000.10.16(1)
    
    Amended and Restated Contract Manufacture Agreement, dated
October 11, 2000, by and between Evans Vaccines Limited and
MedImmune Vaccines, incorporated by reference to Exhibit 10.47 to
Avirons Annual Report on Form 10-K for the year ended December
31, 2000.10.17(1)
    
    Know How License Agreement, dated October 11, 2000, by and
between Evans Vaccines Limited and MedImmune UK Limited,
incorporated by reference to Exhibit 10.48 to Avirons Annual
Report on Form 10-K for the year ended December 31, 2000.10.18(1)
    
    Underlease of Plot 6 Boulevard Industry Park Halewood Merseyside,
dated February 17, 2000, by and between MPEC Boulevard Limited
(as Landlord), Medeva Pharma Limited (as Tenant) and Medeva PLC
(as Guarantor), as subsequently assigned to MedImmune Vaccines,
incorporated by reference to Exhibit 10.43 to Avirons Annual
Report on Form 10-K for the year ended December 31, 2000.10.19+
    
    Form of Employment Agreement entered into by and between
MedImmune and each of David M. Mott and James F. Young,
incorporated by reference to Exhibit 99.1 to our Current Report
on Form 8-K filed on December 15, 2005.10.20+
    
    Form of Employment Agreement entered into by and between
MedImmune and Edward M. Connor and our other executive officers
(other than Dr. Hockmeyer, Mr. Mott and Dr. Young), incorporated
by reference to Exhibit 99.2 to our Current Report on Form 8-K
filed on December 15, 2005.10.21+
    
    Employment Agreement entered into by and between MedImmune and
Wayne T. Hockmeyer, Ph.D., dated as of March 1, 2006 incorporated
by reference to Exhibit 99.1 to our Current Report on Form 8-K
filed March 1, 2006.10.22+
    
    2004 Stock Incentive Plan, incorporated by reference to Exhibit A
to our Definitive Proxy Statement filed on April 4, 2004, as
amended on February 17, 2005.10.23+
    
    Form of Stock Option Agreement generally used for stock option
grants to Mr. Mott, Dr. Hockmeyer or Dr. Young under the 2004 Stock
Incentive Plan, incorporated by reference to Exhibit 10.23 to our
Annual Report on Form 10-K for the year ended December 31, 2004.




---



##### 



Exhibit
    
    Description10.24+
    
    Form of Stock Option Agreement generally used for stock option
grants to executive officers (other than Mr. Mott, Dr. Hockmeyer or
Dr. Young) under the 2004 Stock Incentive Plan, incorporated by
reference to Exhibit 10.24 to our Annual Report on Form 10-K for
the year ended December 31, 2004.10.25+
    
    2003 Non-Employee Directors Stock Option Plan, incorporated by
reference to Exhibit A to our Definitive Proxy Statement, filed on
April 17, 2003.10.26+
    
    Form of Stock Option Agreement generally used for grants to
directors under the 2003 Non-Employee Directors Stock Option Plan,
incorporated by reference to Exhibit 10.26 to our Annual Report on
Form 10-K for the year ended December 31, 2004.10.27+
    
    1999 Stock Option Plan, incorporated by reference to Exhibit 4.1 to
our Registration Statement on Form S-8 (File No. 333-79241), filed
on May 25, 1999, as amended to increase the number of shares
subject to such plan as described in our Registration Statement on
Form S-8 (File No. 333-105578), filed on May 27, 2003.10.28^
    
    Aviron 1999 Non-Officer Equity Incentive Plan, as amended as of
September 24, 2001, incorporated by reference to Exhibit 4.1 to
Avirons Registration Statement on Form S-8 (File No. 333-72120),
filed on October 23, 2001.10.29^
    
    USB Non-Executive Stock Option Plan, as amended as of April 24,
1997, incorporated by reference to Exhibit 4.2 to USBs
Registration Statement on Form S-8 (File No. 333-26735), filed on
May 9, 1997.10.30+
    
    1993 Non-Employee Director Stock Option Plan, incorporated by
reference to Exhibit 4.3 to our Registration Statement on Form S-8
(File No. 333-28481), filed on June 4, 1997.10.31+
    
    1991 Stock Option Plan, as amended as of May 16, 1997, incorporated
by reference to Exhibit 4.2 to our Registration Statement on Form
S-8 (File No. 333-28527), filed on June 4, 1997.10.32+
    
    2001 Employee Stock Purchase Plan, incorporated by reference to
Exhibit 4.1 to our Registration Statement on Form S-8 (File No.
333-59272), filed on April 20, 2001.10.33+
    
    Summary of Non-Employee Director Compensation, incorporated by
reference to Exhibit 10.33 to our Annual Report on Form 10-K for
the year ended December 31, 2004.21.1
    
    Subsidiaries of MedImmune, Inc.*23.1
    
    Consent of PricewaterhouseCoopers LLP*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934*32.1
    
    Section 1350 Certifications*99.1
    
    Patent Table*
 
 Notes:*
    
    Filed herewith.+
    
    Management contract or compensatory plan or arrangement.^
    
    Compensatory plan adopted without approval of stockholders assumed by
MedImmune in connection with an acquisition. We do not intend to make
any new grants under such plans.(1)
    
    Confidential treatment has been granted by the SEC for certain
portions of the agreement. The copy filed as an exhibit omits the
information subject to the confidentiality order.(2)
    
    Confidential treatment has been requested for certain portions of the
agreement. The copy filed as an exhibit omits the information subject
to the confidentiality request.(3)
    
    Confidential treatment has been granted by the SEC for certain
portions of the Co-Promotion Agreement. The copy filed as an exhibit
omits the information subject to the confidentiality order.
Confidential treatment has been requested for certain portions of the
Third Amendment to the Co-Promotion Agreement. The copy filed as an
exhibit omits the information subject to the confidentiality request.