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

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2001
                        Commission file number: 0-19117

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

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

            12 ALFRED STREET, SUITE 300, WOBURN, MASSACHUSETTS 01801
                                 (781) 933-1772
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

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

    Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                 Par Value $.01
                         Preferred Stock Purchase Rights
                                 Par Value $.01
                                (Title of class)

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

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

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the last sale price of the Common Stock reported on the
Nasdaq over-the-counter bulletin board on February 5, 2002 was $719,277.

The number of shares of Common Stock outstanding as of February 5, 2002 was
20,550,773.

                  DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>
PART I

ITEM 1.   BUSINESS

GENERAL

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

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

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

On December 21, 2001, the Company returned to its stockholders the sum of
$1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of December 13, 2001. The Company has
returned a total of $52.4 million (or $2.55 per share) to its stockholders since
September 1, 1999. Future distributions to stockholders would be made by the
Board of Directors of the Company as the Company's net assets are converted to
cash. The actual amount and timing of future distributions cannot be predicted
at this time. The Company intends to distribute pro rata to its stockholders, in
cash or in-kind, or sell or otherwise dispose of, all of its property and net
assets. The liquidation should be concluded prior to August 27, 2002 by a final
liquidating distribution either directly to the stockholders or to one or more
liquidating trusts. Details regarding the plan to liquidate and dissolve the
Company can be found in the Company's 1999 Proxy Statement filed with the
Securities and Exchange Commission and mailed to stockholders on July 15, 1999.


                                       2
<PAGE>
PATENTS AND PROPRIETARY RIGHTS

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

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

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

The Company's patents relating to drug abuse therapy were sold to Cantab
Pharmaceuticals plc ("Cantab") on February 2, 1999. On April 6, 2001, Cantab was
acquired by Xenova Group plc (Xenova). See the description of this transaction
set forth under the heading "Risk Factors" below.

RISK FACTORS

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

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

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

The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab in 1999.
In exchange for these assets and cash totaling $6,000,000, the Company received
2,566,845 new Cantab Ordinary Shares of 2p each, which were


                                       3
<PAGE>
represented by 855,615 American Depository Shares ("ADSs"). The Company sold all
of these shares in 2000. In addition, ImmuLogic is entitled to receive
additional payments if Xenova (formerly Cantab) achieves certain milestones in
its cocaine and nicotine clinical development.

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

EMPLOYEES

As of February 13, 2002, the Company had three part-time consultants and no
full-time employees.

ITEM 2.   PROPERTIES

In February 1998, the Company entered into a phased sublease agreement with
Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the
Company's 85,000 square foot headquarters and research and development facility
located in Waltham, Massachusetts. The entire facility was subleased to Anadys
effective August 1, 1999. Under the terms of the sublease, Anadys has assumed
the Company's obligation under the lease in addition to reimbursing the Company
for a portion of the Company's leasehold improvements. The Company negotiated
with the landlord and Anadys an arrangement, which eliminated the Company's
liability for the lease in the event that Anadys were to default on its sublease
obligations. In consideration for such arrangement, the Company expects to
receive approximately $55,000 per month through August 2002. The Company is owed
$489,591 as of December 31, 2001. If Anadys were to default on its lease
agreement or if the Company sold its interest in the lease, the Company would
receive less than or none of the $489,591. As of December 31, 2001, the Company
has recorded the full $489,591 as the estimated net realizable value of the
sublease for the purpose of liquidation basis accounting.

ITEM 3.   LEGAL PROCEEDINGS

None.

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

None.


                                       4
<PAGE>
EXECUTIVE OFFICER OF THE REGISTRANT

The sole executive officer of the Company and his age and position with the
Company as of February 5, 2002 are as follows:

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

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

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


                                       5
<PAGE>
PART II

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

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

<TABLE>
<CAPTION>
                                              HIGH                 LOW
--------------------------------------------------------------------------------
<S>                                           <C>                 <C>
                      2001
                    --------
                 First Quarter                $.08                $.05
                 Second Quarter                .07                 .06
                 Third Quarter                 .08                 .06
                 Fourth Quarter                .09                 .03

                      2000
                    --------
                 First Quarter                $.75                $.41
                 Second Quarter                .66                 .34
                 Third Quarter                 .66                 .16
                 Fourth Quarter                .17                 .05
</TABLE>




On December 31, 2001, there were approximately 331 holders of record of the
Company's Common Stock.

On December 21, 2001, the Company returned to its stockholders the sum of
$1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of December 13, 2001. The Company has
returned a total of $52.4 million (or $2.55 per share) to its stockholders since
September 1, 1999. Future distributions to stockholders would be made by the
Board of Directors of the Company as the Company's net assets are converted to
cash. The actual amount and timing of future distributions cannot be predicted
at this time. The Company intends to distribute pro rata to its stockholders, in
cash or in-kind, or sell or otherwise dispose of, all of its property and net
assets. The liquidation should be concluded prior to August 27, 2002 by a final
liquidating distribution either directly to the stockholders or to one or more
liquidating trusts. Details regarding the plan to liquidate and dissolve the
Company can be found in the Company's 1999 Proxy Statement filed with the
Securities and Exchange Commission and mailed to stockholders on July 15, 1999.


                                       6
<PAGE>
Item 6.   SELECTED FINANCIAL DATA

The following selected financial data of the Company as of and for the five
years ended December 31, 2001 are derived from the financial statements of the
Company. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included as Item 7 and the financial statements and related
footnotes included as Item 8 in this Form 10-K. Effective July 1, 1999, the
Company adopted the liquidation basis of accounting and as a result does not
reflect full year operating results for 1999 in the selected financial data
shown below. For the six months ended December 31, 1999, the Company recorded an
increase in net assets of approximately $6 million relating to the adoption of
liquidation basis accounting.

<TABLE>
<CAPTION>
                                                      YEAR        YEAR        SIX MONTHS
                                                      ENDED       ENDED         ENDED
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS    DECEMBER 31, DECEMBER 31,  DECEMBER 31,
IN LIQUIDATION DATA                                   2001        2000           1999

(IN THOUSANDS)

<S>                                                 <C>           <C>          <C>
Net assets in liquidation, beginning of period      $  2,692      $ 16,901      $ 48,943

Cash distribution to shareholders                      1,028        11,509        39,868

Cash received from sale of Cantab stock                   --       (10,364)           --

CHANGES IN LIQUIDATION BASIS ACCOUNTING
      ESTIMATES:
(Decrease) increase in estimated net realizable
    value of Cantab stock                                 --        (1,636)        7,000

Increase in landlord receivable                          340            --            --

Decrease in milestones and royalties                      --         1,500            --

Net assets in liquidation, end of period            $  1,970      $  2,692      $ 16,901
</TABLE>



<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF OPERATIONS DATA   SIX MONTHS ENDED
                                               JUNE 30,         YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)            1999             1998        1997
<S>                                         <C>                <C>         <C>
Total revenues                                 $    1,088      $    4,345  $    2,049
Research and development expenses                   1,088           5,198      17,103
General and administrative expenses                 2,179           2,161       6,390
Net loss                                           (2,060)           (310)    (18,119)
Basic and diluted net loss per share                (0.10)          (0.02)      (0.89)

Weighted average number of common
shares outstanding                                 20,376          20,362      20,273
</TABLE>


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

(IN THOUSANDS, EXCEPT CASH
DISTRIBUTION DATA)                  2001        2000        1999        1998        1997
-----------------------------------------------------------------------------------------
<S>                               <C>         <C>         <C>         <C>         <C>
Cash and cash equivalents and
short-and long-term investments   $   311     $ 1,009     $ 2,168     $48,628     $52,293

Total assets                        2,310       3,449      18,621      56,195      59,588

Net assets in liquidation           1,970       2,692      16,901          --          --

Long-term obligations                  --          --          --         275         325

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

Cash distributions, per share     $   .05     $   .56     $  1.94          --          --
</TABLE>


(1)  Cash distributions based on 20,550,773 shares outstanding in the amount of
     $1,027,539, $11,508,433 and $39,868,500 in 2001, 2000 and 1999,
     respectively.


                                       7

<PAGE>
Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

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

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

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

On December 21, 2001, the Company returned to its stockholders the sum of
$1,027,539 (or $.05 per share, based on 20,550,773 shares of Common Stock then
outstanding) to stockholders of record as of December 13, 2001. The Company has
returned a total of $52.4 million (or $2.55 per share) to its stockholders since
September 1, 1999. Future distributions to stockholders would be made by the
Board of Directors of the Company as the Company's net assets are converted to
cash. The actual amount and timing of future distributions cannot be predicted
at this time. The Company intends to distribute pro rata to its stockholders, in
cash or in-kind, or sell or otherwise dispose of, all of its property and net
assets. The liquidation should be concluded prior to August 27, 2002 by a final
liquidating distribution either directly to the stockholders or to one or more
liquidating trusts. Details regarding the plan to liquidate and dissolve the
Company can be found in the Company's 1999 Proxy Statement filed with the
Securities and Exchange Commission and mailed to stockholders on July 15, 1999.


                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

As of December 31, 2001, the Company had cash and cash equivalents of $311,000
invested primarily in money market funds.

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

On June 16, 2000, the Company converted 785,615 of its total 855,615 ADSs of
Cantab into 2,356,845 Ordinary Shares of Cantab and sold 1,300,000 of such
Ordinary Shares on the London Stock Exchange for aggregate gross proceeds of
approximately $7,215,000. In addition, ImmuLogic sold the remaining 70,000 ADSs
to a private buyer in the United States for aggregate gross proceeds of
approximately $1,165,000. In the third and fourth quarters of 2000, the Company
sold the remaining 1,056,845 Ordinary Shares of Cantab on the London Stock
Exchange for aggregate net proceeds of approximately $2,019,000. The Company had
no remaining holdings of Cantab as of December 31, 2000.

On April 6, 2001, Cantab was acquired by Xenova Group plc (Xenova).The Company
could receive up to a maximum of $11 million in milestone payments contingent
upon Xenova's successful development to the end of Phase II clinical trials of
the Nicotine and Cocaine Programs originally sold to Cantab. The Company would
receive the following for successful completion of the Phases as defined in the
agreement as follows:


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

The Company could potentially also receive a share of net royalties Xenova may
receive from vaccine sales proportionate to the level of worldwide product sales
achieved. While the Company will attempt to monetize these potential royalty
streams, the Company does not anticipate receiving significant value


                                       9
<PAGE>
for them and thus has not recorded any net realizable value for the royalty
streams. The Company estimates that the range of value to be received from these
milestones and royalties to be $0 to $11 million based on the contract terms.
Due to the uncertainties inherent in the development of vaccines, the Company
has recorded $1.5 million as the estimated net realizable value for the purpose
of liquidation basis accounting.

In February 1998, the Company entered into a phased sublease agreement with
Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals, Inc.) for the
Company's 85,000 square foot headquarters and research and development facility
located in Waltham, Massachusetts. The entire facility was subleased to Anadys
effective August 1, 1999. Under the terms of the sublease, Anadys has assumed
the Company's obligation under the lease in addition to reimbursing the Company
for a portion of the Company's leasehold improvements. The Company negotiated
with the landlord and Anadys an arrangement, which eliminated the Company's
liability for the lease in the event that Anadys were to default on its sublease
obligations. In consideration for such arrangement, the Company expects to
receive approximately $55,000 per month through August 2002. The Company is owed
$489,591 as of December 31, 2001. If Anadys were to default on its lease
agreement or if the Company sold its interest in the lease, the Company would
receive less than or none of the $489,591. As of December 31, 2001, the Company
has recorded the full $489,591 as the estimated net realizable value of the
sublease for the purpose of liquidation basis accounting.

At December 31, 2001, the Company estimates that it will incur approximately
$340,000 of costs including management compensation, professional fees,
insurance, and facility costs during the remaining liquidation period through
August 26, 2002 and any extended period if the assets of the Company are
transferred to a liquidating trust.

RESULTS OF OPERATIONS

Changes in Net Assets in Liquidation for the Twelve Months ended December 31,
2001

Net assets in liquidation decreased in 2001 from approximately $2.7 million to
approximately $2 million, a decrease of approximately $700,000. This decrease
was primarily due to a cash distribution to shareholders of approximately
$1 million and a change in liquidation basis accounting estimates. The change in
liquidation basis accounting estimates included an increase in the net
realizable value of the landlord receivable in the amount of $340,000. This
increase was based on an evaluation of the payment history of Anadys. The change
in liquidation basis accounting estimates also included a decrease in the
interest receviable of $35,000. This decrease was recorded because the Company
made a cash distribution in 2001, which left the Company with less cash to
invest, as well as a general reduction of market interest rates on money market
cash accounts.

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

Net assets in liquidation decreased in 2000 by approximately $14 million. This
decrease was primarily due to cash distributions to shareholders of
approximately $11.5 million and changes in liquidation basis accounting
estimates. The primary changes in liquidation basis accounting estimates
included decreases in the net realizable value of Cantab Stock of approximately
$1.6 million, the estimated milestone and royalty receivable from Xenova
(formerly Cantab) of $1.5 million and the estimated costs to be incurred during
liquidation period of approximately $204,000. The milestone and royalty
receivable reduction


                                       10
<PAGE>
was due to the uncertainty surrounding Cantab's future resulting from the
discontinuance of certain Cantab programs announced in the fourth quarter of
2000 and the delay by Cantab in the development of the nicotine and cocaine
programs. While based on the aforementioned business issues, the reduction in
the milestone and royalty receivable and the balance at December 31, 2000 was
based on subjective judgements by management of the Company. The decrease in
estimated costs to be incurred during liquidation of approximately $204,000 is
primarily due to the Company's revised estimates of the various potential future
costs expected to be incurred through the liquidation period. No single item
constituted the majority of the decrease.

FUTURE RESULTS

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

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

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

The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab (now
Xenova ). ImmuLogic is entitled to receive up to $11 million in additional
payments if Xenova achieves certain milestones in its cocaine and nicotine
clinical development.


                                       11
<PAGE>
The actual timing of future distributions cannot be predicted at this time. The
Company intends to distribute pro rata to its stockholders, in cash or in-kind,
or sell or otherwise dispose of, all of its property and net assets. The
liquidation should be concluded prior to the third anniversary thereof by a
final liquidating distribution either directly to the stockholders or to one or
more liquidating trusts. Details regarding the plan to liquidate and dissolve
the Company can be found in the Company's 1999 Proxy Statement filed with the
Securities and Exchange Commission and mailed to stockholders on July 15, 1999.

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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


                                       12
<PAGE>
Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
             REPORT OF INDEPENDENT ACCOUNTANTS

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

We have audited the accompanying consolidated statements of net assets in
liquidation of ImmuLogic Pharmaceutical Corporation (the "Company") as of
December 31, 2001 and 2000, and the related consolidated statements of changes
in net assets in liquidation for the years ended December 31, 2001 and
2000 and the six months ended December 31, 1999. In addition, we have audited
the consolidated statements of operations, cash flows and stockholders' equity
for the six months ended June 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the net assets in liquidation of ImmuLogic
Pharmaceutical Corporation at December 31, 2001 and 2000, the changes in its net
assets in liquidation for the years ended December 31, 2001 and 2000 and the six
months ended December 31, 1999 and the results of its operations and its cash
flows for the six months ended June 30, 1999 in conformity with accounting
principles generally accepted in the United States of America on the bases
described in the preceding paragraph.


                                                 /s/ PRICEWATERHOUSE COOPERS LLP
                                                     PRICEWATERHOUSECOOPERS LLP

March 25, 2002


                                       13
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(In thousands)


<TABLE>
<CAPTION>
                                                          DECEMBER 31,  DECEMBER 31,
                                                              2001         2000
                                                             ------       ------
<S>                                                       <C>           <C>
                                     ASSETS


Cash and cash equivalents                                    $  311       $1,009
Milestones and royalties receivable                           1,500        1,500
Landlord receivable                                             489          856
Other assets                                                     10           84
                                                             ------       ------

        Total assets                                         $2,310       $3,449
                                                             ------       ------

                                   LIABILITIES

Estimated costs to be incurred during liquidation               340          650
period
Accounts payable and accrued expenses                            --          107
                                                             ------       ------
        Total liabilities                                       340          757
                                                             ------       ------

NET ASSETS IN LIQUIDATION                                    $1,970       $2,692
                                                             ======       ======
</TABLE>





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




                                       14
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(In thousands)

<TABLE>
<CAPTION>
                                                                  TWELVE MONTHS TWELVE MONTHS  SIX MONTHS
                                                                      ENDED         ENDED        ENDED
                                                                   DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
                                                                      2001          2000          1999
                                                                    --------      --------      --------
<S>                                                               <C>           <C>            <C>
Net assets in liquidation, beginning of period
                                                                    $  2,692      $ 16,901      $ 48,943

Cash distribution to shareholders                                     (1,028)      (11,509)      (39,868)

Other net changes in cash and cash equivalents                           330        10,350           115

Cash received on investments                                             (39)           --            --

Cash received from milestones                                             --            --          (300)

Cash received from landlord                                             (707)         (544)         (272)

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

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

Payment of estimated costs to be incurred and accrued expenses           417           759         1,283


CHANGES IN LIQUIDATION BASIS ACCOUNTING
ESTIMATES:

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

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

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

Increase in landlord receivable                                          340            --            --

(Decrease) increase in investment income receivable                      (35)          164            --
                                                                    --------      --------      --------
Net assets in liquidation, end of period                            $  1,970      $  2,692      $ 16,901
                                                                    ========      ========      ========
</TABLE>

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


                                       15
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS (GOING CONCERN BASIS)
(In thousands), except per share data


<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                  JUNE 30, 1999
                                                                  -------------
<S>                                                              <C>
Revenues:
      Sponsored research revenues                                  $      1,088
      Sale of programs                                                       --
      License revenues                                                       --
                                                                   ------------
           Total revenues                                                 1,088
                                                                   ------------
Operating expenses:
      Proprietary research and development                                   --
      Sponsored research and development                                  1,088
      General and administrative                                          2,179
      Loss on leasehold improvements, net                                   966
                                                                   ------------
           Total operating expenses                                       4,233
                                                                   ------------
Operating loss                                                           (3,145)
Interest income                                                           1,085
                                                                   ------------
Net loss                                                           $     (2,060)
                                                                   ------------
Basic and diluted net loss per common share                        $      (0.10)
                                                                   ------------
Weighted average number of common shares outstanding                 20,376,323
                                                                   ============
Comprehensive loss:
Net loss                                                           $     (2,060)
Other comprehensive loss:
Unrealized loss on Cantab stock                                            (871)
                                                                   ------------
Comprehensive loss                                                 $     (2,931)
                                                                   ------------
</TABLE>


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


                                       16
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS  (GOING CONCERN BASIS)
(In thousands)

<TABLE>
<CAPTION>
                                                                                                 SIX MONTHS ENDED
                                                                                                   JUNE 30, 1999
                                                                                                   -------------
<S>                                                                                              <C>
Cash flows for operating activities:
      Net loss                                                                                       $  (2,060)
      Adjustments to reconcile net loss to net cash used in operating activities:
           Depreciation and amortization                                                                    72
           Write-off of leasehold improvements                                                           1,446
           Shares issued for 401(k) employer match                                                          11
           Gain on sale of equipment                                                                       (14)
Changes in assets and liabilities:
             Prepaid expenses and other assets                                                             219
             Accounts payable and accrued expenses                                                         331
             Reduction in deferred rent                                                                   (616)
             Other current and long-term liabilities                                                      (325)
                                                                                                         -----
           Total adjustments                                                                             1,124
                                                                                                         =====
Net cash used in operating activities                                                                     (936)
Cash flows from investing activities:
             Purchase of Cantab stock                                                                   (6,000)
             Rent received for leasehold improvements                                                      463
             Proceeds from sale of equipment                                                               133
             Purchase of short-term investments                                                              -
             Redemption of short-term investments                                                        8,219
             Purchase of long-term investments                                                               -
             Redemption of long-term investments                                                         4,142
                                                                                                         -----
Net cash provided by investing activities 6,957 Cash flows from financing activities:
      Proceeds from exercise of stock options                                                                1
                                                                                                        ------
Net cash provided by financing activities                                                                    1
                                                                                                        ------
Net increase (decrease) in cash and cash equivalents                                                     6,022
Cash and cash equivalents at beginning of period                                                        18,856
                                                                                                        ------
Cash and cash equivalents at end of period                                                           $  24,878
                                                                                                     =========
</TABLE>


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


                                       17
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (GOING CONCERN BASIS)




<TABLE>
<CAPTION>
                                                                     Additional     Unrealized                           Total
                                  No. of Shares of                     Paid-in        Loss on      Accumulated       Stock-holders'
                                  Common Stock       Common Stock      Capital      Cantab Stock     Deficit             Equity
                                  ----------------  ------------    ------------    ------------  --------------     --------------
<S>                               <C>               <C>             <C>             <C>           <C>                <C>
BALANCE AT DECEMBER 31, 1998        20,367,672          203,677      185,298,513             --     (131,744,187)       53,758,003

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


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


                                       18
<PAGE>
IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.    NATURE OF BUSINESS

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

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

B.    LIQUIDATION BASIS OF ACCOUNTING

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

      In 2000 the Company sold its entire position in Cantab for approximately
      $10,364,000. Additionally in 2000, the Company reduced the estimated
      receivable for milestones and


                                       19
<PAGE>
      royalties by $1.5 million and decreased its estimate for estimated costs
      to be incurred by $204,000 to $650,000 for the remainder of the
      liquidation period through August 26, 2002. The decrease in estimated
      costs to be incurred during liquidation of approximately $204,000 is
      primarily due to the Company's revised estimates of the various potential
      future costs expected to be incurred through the liquidation period.

      In 2001, the Company increased its estimate for the net realizable value
      of the landlord receivable by $340,000. This increase was based on an
      evaluation on the payment history of Anadys. Also in 2001, the Company
      decreased its estimate of the interest receivable by $35,000. This
      decrease was recorded because the Company made a cash distribution in 2001
      in the amount of approximately $1.028 million, leaving the Company with
      less cash to invest, as well as a general reduction of market interest
      rates on money market cash accounts.

      The amount and timing of future liquidating distributions will depend upon
      a variety of factors including, but not limited to, the actual proceeds
      from the sale of any of the Company's net assets, the ultimate settlement
      amounts of the Company's liabilities and obligations, actual costs
      incurred in connection with carrying out the Plan, including management
      fees and administrative costs during the liquidation period, and the
      timing of the liquidation and dissolution. A summary of significant
      estimates and judgements utilized in preparation of the December 31, 2001
      consolidated financial statements on a liquidation basis follows:

      Milestones & Royalties

      On April 6, 2001, Cantab was acquired by Xenova Group plc (Xenova).The
      Company could receive up to a maximum of $11 million in milestone payments
      contingent upon Xenova's successful development to the end of Phase II
      clinical trials of the Nicotine and Cocaine Programs sold to Xenova. The
      Company would receive the following for successful completion of the
      Phases as defined in the agreement as follows:

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

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

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


                                       20
<PAGE>
      milestone and royalty receivable and the balance at December 31, 2000 was
      based on subjective judgements by management of the Company. The Company
      did not change the net realizable value of the milestones in the year
      2001, because no new circumstances arose which would warrant a change in
      the estimate at this time.

      Cash Distributions

      On September 1, 1999, the Company returned to its stockholders the sum of
      $39.9 million (or $1.94 per share, based on 20,550,773 shares of Common
      Stock currently outstanding) to stockholders of record as of August 25,
      1999. On September 1, 2000 the Company returned to its stockholders the
      sum of approximately $9.7 million (or $.47 per share, based on 20,550,773
      shares of Common Stock currently outstanding) to stockholders of record
      as of August 25, 2000. On December 2, 2000 the Company returned to its
      stockholders the sum of approximately $1.85 million (or $.09 per share,
      based on 20,550,773 shares of Common Stock currently outstanding) to
      stockholders of record as of November 30, 2000. On December 21, 2001 the
      Company returned to its stockholders the sum of approximately $1 million
      (or $.05 per share, based on 20,550,773 shares of Common Stock currently
      outstanding) to stockholders of record as of December 13, 2001. Future
      distributions to stockholders would be made by the Board of Directors of
      the Company as the Company's net assets are converted to cash. The actual
      amount and timing of future distributions cannot be predicted. The
      Company intends to distribute pro rata to its stockholders, in cash or
      in-kind, or sell or otherwise dispose of, all of its property and net
      assets. The liquidation should be concluded prior to August 27, 2002 by a
      final liquidating distribution either directly to the stockholders or to
      one or more liquidating trusts. Details regarding the plan to liquidate
      and dissolve the Company can be found in the Company's 1999 Proxy
      Statement filed with the Securities and Exchange Commission and mailed to
      stockholders on July 15, 1999.

      Landlord Receivable

      In February 1998, the Company entered into a phased sublease agreement
      with Anadys Pharmaceuticals, Inc. (formerly Scriptgen Pharmaceuticals,
      Inc.) for the Company's 85,000 square foot headquarters and research and
      development facility located in Waltham, Massachusetts. The entire
      facility was subleased to Anadys effective August 1, 1999. Under the terms
      of the sublease, Anadys has assumed the Company's obligation under the
      lease in addition to reimbursing the Company for a portion of the
      Company's leasehold improvements. The Company negotiated with the landlord
      and Anadys an arrangement, which eliminated the Company's liability for
      the lease in the event that Anadys were to default on its sublease
      obligations. In consideration for such arrangement, the Company expects to
      receive approximately $55,000 per month through August 2002. The Company
      is owed $489,591 as of December 31, 2001. If Anadys were to default on its
      lease agreement or if the Company sold its interest in the lease, the
      Company would receive less than or none of the $489,591. As of December
      31, 2001, the Company has recorded the full $489,591 as the estimated net
      realizable value of the sublease for the purpose of liquidation basis
      accounting.


                                       21
<PAGE>
      Liabilities

      At December 31, 2001, the Company estimates that there are $340,000 of
      costs remaining to be incurred during the remaining liquidation period
      through August 26, 2002.

C.    ACCOUNTING POLICIES

      BASIS OF PRESENTATION

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

      USE OF ESTIMATES

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

      CASH

      As of December 31, 2001, the Company had cash and cash equivalents of
      $311,000 invested primarily in money market funds.

      REVENUE RECOGNITION

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

      RESEARCH AND DEVELOPMENT

      All research and development costs were expensed as incurred.

      INCOME TAXES

      The Company follows the liability method of accounting for income taxes
      whereby a deferred tax liability is measured by the enacted tax rates
      which will be in effect when any differences between the financial
      statements and tax basis of assets reverse. The deferred tax liability can
      be reduced by net operating losses being carried forward for tax purposes.
      The measurement of deferred tax assets is reduced by a valuation allowance
      if, based upon weighted available evidence, it is more likely than not
      that some or all of the deferred tax assets will not be realized.


                                       22
<PAGE>
      NET LOSS PER COMMON SHARE

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

      The basic loss per common share, for periods prior to July 1, 1999 was
      computed based upon the weighted average number of common shares
      outstanding. The Company had no options outstanding at December 31, 2001,
      2000 and 1999, respectively.

D.    PROPERTY AND EQUIPMENT

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

      There was no depreciation or amortization expense associated with property
      and equipment in 2001 or 2000. The Company recorded approximately $72,000
      of depreciation and amortization expense in 1999.

E.    STOCKHOLDERS' EQUITY

      COMMON STOCK

      At December 31, there were 20,550,773 common shares issued and outstanding
      for the years 2001 and 2000, respectively.

      PREFERRED STOCK

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

      SHAREHOLDER RIGHTS PLAN

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

      Initially, the Rights will be attached to all Common Stock certificates
      representing shares then outstanding, and no separate Rights Certificates
      will be distributed. The Rights will separate from the Common Stock and a
      Distribution Date will occur upon the earlier of (i) 10 days following a
      public announcement that a person or group of affiliated or associated
      persons (an Acquiring Person) has acquired, or obtained the right to
      acquire, beneficial


                                       23
<PAGE>
      ownership of 20% or more of the outstanding shares of Common Stock, or
      (ii) 10 business days following the commencement of a tender offer or
      exchange offer that would result in a person or group beneficially owning
      30% or more of such outstanding shares of Common Stock.

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

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

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

      STOCK OPTIONS

      As of December 31, 2001, 2000 and 1999, there were no stock options
      outstanding. Of the 1,532,018 stock options outstanding at December 31,
      1998, 174,477 were exercised in 1999 and 1,357,541 were cancelled in 1999.

F.    EMPLOYEE BENEFITS

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

G.    INCOME TAXES

      At December 31, 2001 the Company had available for federal income tax
      purposes net operating loss carryforwards of approximately $136,900,000
      expiring in the years 2003


                                       24
<PAGE>
      through 2019, which are available to reduce future federal taxable
      income. The Company also has available research and experimentation tax
      credits of approximately $3,700,000 at December 31, 2001, expiring in the
      years 2002 through 2018. The net operating loss carryforwards are subject
      to limitation in any given year in the event of significant changes in
      ownership. The Company has established a valuation reserve against the
      entire deferred tax asset arising from these carryforwards due to the
      uncertainty of earning sufficient taxable income and accordingly, has not
      given recognition to these tax benefits in the accompanying financial
      statements. The Company does not believe these operating loss
      carryforwards have material value and any benefit relating to these
      operating losses could be lost due to failure to meet the continuity of
      business requirements. During 2001, approximately $1.4 million of the
      Company's net operating loss expired.

      Significant components of the Company's deferred tax assets and
      liabilities are as follows:


<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                         2001              2000
                                                      ------------      ------------
<S>                                                   <C>               <C>
Deferred tax assets and liabilities:
  Net operating loss and tax credit carryforwards     $ 53,306,482      $ 54,723,900
  Accrued expenses                                         137,018           302,800
  Accrued revenue                                         (801,208)         (942,404)
  Other                                                      1,325             9,054
                                                      ------------      ------------
Total deferred tax assets and liabilities               52,643,617        54,093,350
                                                      ------------      ------------

Valuation allowance                                    (52,643,617)      (54,093,350)
                                                      ------------      ------------
Net deferred tax assets and liabilities               $         --      $         --
                                                      ============      ============
</TABLE>


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

        None.


                                       25
<PAGE>
PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The following table sets forth the names, ages and positions of the
executive officers and directors of the Company as of February 28, 2002.

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

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

           Carl S. Goldfischer, M.D.         43        Director

           Daniel J. Korpolinski             59        Director
</TABLE>

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

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

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


                                       26
<PAGE>
diagnosis of mental and physical disease. From October 1991 to June 1996, Mr.
Korpolinski served as President and Chief Executive Officer of CoCensys, Inc., a
biopharmaceutical company.

Item 11.   EXECUTIVE COMPENSATION

           SUMMARY COMPENSATION TABLE

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

                           SUMMARY COMPENSATION TABLE


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

<S>                                <C>              <C>              <C>          <C>                       <C>
J. Richard Crowley                 2001             $ 49,000         $    --             --                        --
President, Secretary and           2000              170,573          25,000             --                        --
Treasurer(1)                       1999              176,386          43,000         17,273 (2)                    --
</TABLE>



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

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


                                       27
<PAGE>
                        OPTION GRANTS IN LAST FISCAL YEAR

     No options were granted to the Named Executive Officer in 2001.

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

     The Named Executive Officer held no unexercised options at December 31,
2001.


EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the Compensation Committee of the Board of Directors of the
Company was at any time during 2001, or formerly, an officer or employee of the
Company or any subsidiary of the Company, nor has any member of the Compensation
Committee had any relationship with the Company requiring disclosure under Item
404 of Regulation S-K under the Securities Exchange Act of 1934 (as amended, the
"Exchange Act"). No executive officer of the Company has served as a director or
member of the Compensation Committee (or other Committee serving an equivalent
function) of any other entity, whose executive officers served as a director of
or member of the Compensation Committee of the Company.


                                       28
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

           Section 16(a) of the Exchange Act and regulations of the Securities
and Exchange Commission (the "Commission") thereunder require the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of initial
ownership and changes in ownership with the Commission and the National
Association of Securities Dealers, Inc. Such officers, directors and ten-percent
stockholders are also required by the rules of the Commission to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, or written representations
from certain reporting persons that no other reports were required for such
persons, the Company believes that, during or with respect to the period from
January 1, 2001 to December 31, 2001, all of its executive officers, directors
and ten-percent stockholders complied with their Section 16(a) filing
obligations.

COMPENSATION OF DIRECTORS

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


                                       29
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth certain information, as of February 5,
2002, (except as otherwise noted), with respect to the beneficial ownership of
the shares of Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
current director of the Company, (iii) each of the Named Executive Officers of
the Company, and (iv) all directors and executive officers of the Company as a
group.


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

5% Stockholders

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

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


Directors and Named Executive Officers

Carl S. Goldfischer, M.D                                                0                       0%

Daniel J. Korpolinski                                                   0                       0%

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

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


                                       30
<PAGE>
(1)  The inclusion herein of any shares of Common Stock deemed beneficially
     owned does not constitute an admission of beneficial ownership of those
     shares. Unless otherwise indicated, each stockholder referred to above has
     sole voting and investment power with respect to the shares listed. The
     number of shares of Common Stock beneficially owned by each director and
     executive officer is determined under the rules of the Commission and the
     information is not necessarily indicative of beneficial ownership for any
     other purpose. Under such rules, beneficial ownership includes any shares
     as to which each executive officer has sole or shared voting power or
     investment power and also any shares of Common Stock into which any options
     held by such executive officer are exercisable within 60 days February 5,
     2002.

(2)  Based upon 20,550,773 shares of Common Stock outstanding as of February 5,
     2002.

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

(4)  The State of Wisconsin Investment Board filed a Schedule 13G/A with the
     Commission dated February 15, 2002, indicating sole voting and dispositive
     power with respect to 2,211,500 shares of Common Stock.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                       31
<PAGE>
PART IV

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

(A)       Documents filed as part of this report:

          1. FINANCIAL STATEMENTS

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

             Report of Independent Accountants

             Consolidated Statement of Net Assets in Liquidation as of December
             31, 2001 and 2000.

             Consolidated Statement of Changes in Net Assets in Liquidation for
             the years ended December 31, 2001 and 2000 and for the six month
             period ending December 31, 1999.

             Consolidated Statement of Operations for the six months ended June
             30, 1999 (Going Concern Basis)

             Consolidated Statement of Cash Flows for the six months ended June
             30, 1999 (Going Concern Basis)

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

              Notes to Consolidated Financial Statements

          2. FINANCIAL STATEMENT SCHEDULES

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

          3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

             The Exhibit Index is set forth on page 35 of this Form 10-K
             immediately preceding the exhibits filed as part of this annual
             report on Form 10-K and is incorporated by reference herein.

(B) Reports filed on Form 8-K for the quarter ended December 31, 2001.

            None.


                                       32
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      IMMULOGIC PHARMACEUTICAL CORPORATION

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

Date:  March 28, 2002


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

<TABLE>
<CAPTION>
         SIGNATURE                       DATE                  TITLE
         ---------                       ----                  -----


<S>                                  <C>                  <C>
   /s/ J. Richard Crowley            March 28, 2002       President, Secretary and Treasurer
-----------------------------                             (Principal Exec. and Financial Officer)
J. Richard Crowley


   /s/ Carl S. Goldfischer           March 28, 2002       Director
-----------------------------
Carl S. Goldfischer


    /s/ Daniel Korpolinski           March 28, 2002       Director
-----------------------------
Daniel Korpolinski
</TABLE>


                                       33
<PAGE>
EXHIBIT INDEX

IMMULOGIC PHARMACEUTICAL CORPORATION
ANNUAL REPORT
FORM 10-K - 2001

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       34
<PAGE>
<TABLE>
<S>              <C>
   10.45(9)       Letter Agreement dated July 30, 1999 by and between the
                  Registrant and Lincoln Street Trust.

   21.01(1)       Subsidiaries of the Registrant.



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

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

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

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

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

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

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

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

      (9)         Incorporated by reference to the Company's Annual Report on
                  Form 10K dated March 30, 2000 for the fiscal year ended
                  December 31, 1999.

      (10)        Incorporated by reference to the Company's Annual Report on
                  Form 10K dated March 20, 2001 for the fiscal year ended
                  December 31, 2000.

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


                                       35