<PAGE>

                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington D.C.  20549
                                          
                                     FORM 10-Q


     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
     
                        For the Quarter Ended March 31, 1999
     
                                         or
     
     [ ] Transition report pursuant to Section 13 or 15(d) of Securities
         Exchange Act of 1934


                           Commission file number 1-14430
                                                  -------

                            MAXIM PHARMACEUTICALS, INC.
               (Exact name of registrant as specified in its charter)



              Delaware                                87-0279983
    -----------------------------------------------------------------------
    (State of incorporation)           (I.R.S. Employer Identification No.)


    8899 University Center Lane, Suite 400, San Diego, CA           92122
    -----------------------------------------------------------------------
    (Address of principal executive offices)                     (Zip Code)

                                   (619) 453-4040
                ----------------------------------------------------
                (Registrant's telephone number, including area code)

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

As of May 7, 1999, the registrant had 10,199,544 shares of Common Stock, 
$.001 par value, outstanding.

<PAGE>


                            MAXIM PHARMACEUTICALS, INC.
                           (A Development Stage Company)

<TABLE>
<CAPTION>
                                       INDEX

Part I - Financial Information                                            Page
------------------------------                                            ----
    <S>       <C>                                                         <C>
    Item 1.   Financial Statements

              Balance Sheets -
              March 31, 1999 (unaudited) and September 30, 1998. . . . . .  1

              Statements of Operations (unaudited) -
              Three Months and Six Months Ended March 31, 1999 and 1998
              and from Inception (October 23, 1989) to
              March 31, 1999 . . . . . . . . . . . . . . . . . . . . . . .  2

              Statements of Cash Flows (unaudited) -
              Six Months Ended March 31, 1999 and 1998
              and from Inception (October 23, 1989) to
              March 31, 1999 . . . . . . . . . . . . . . . . . . . . . . .  3
    
              Notes to Financial Statements. . . . . . . . . . . . . . . .  4


    Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations. . . . . . . .  5


    Item 3.   Quantitative and Qualitative Disclosures About
              Market Risk. . . . . . . . . . . . . . . . . . . . . . . . .  7


Part II - Other Information
---------------------------


    Item 2.   Changes in Securities and Use of Proceeds. . . . . . . . . .  8

              
    Item 4.   Submission of Matters to a Vote of Security Holders. . . . .  8


    Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .  8


SIGNATURE      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>


<PAGE>

PART I:

ITEM 1.  FINANCIAL STATEMENTS

BALANCE SHEETS

MAXIM PHARMACEUTICALS, INC.  (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>

                                                                      MARCH 31, 1999           September 30, 1998
                                                                      --------------           ------------------
                                                                        (Unaudited)
<S>                                                                   <C>                      <C>
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                          $  4,570,258              $ 11,217,429
     Short-term investments in marketable securities                      12,825,955                21,031,568
     Accrued interest and other current assets                             2,684,390                 2,491,308
                                                                        ------------              ------------
          Total current assets                                            20,080,603                34,740,305

Investments in marketable securities                                       2,507,001                 3,519,554
Patents and licenses, net                                                  2,177,496                 1,839,167
Property and equipment, net                                                1,661,173                 1,693,402
Deposits and other assets                                                    396,489                   229,157
                                                                        ------------              ------------
          Total assets                                                  $ 26,822,762              $ 42,021,585
                                                                        ------------              ------------
                                                                        ------------              ------------


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable                                                   $ 10,836,770              $  9,014,831
     Accrued expenses                                                      1,008,580                   374,652
     Note payable                                                            129,037                   176,784
     Current portion of long-term debt                                       479,299                   361,675
                                                                        ------------              ------------
          Total current liabilities                                       12,453,686                 9,927,942

Long-term debt, less current portion                                       1,149,042                   977,213

STOCKHOLDERS' EQUITY:
     Preferred stock, $.001 par value, 5,000,000 shares authorized;                -                         -
          none issued or outstanding.
     Common stock, $.001 par value,  20,000,000 shares authorized;
          10,199,544 and 9,885,576 shares issued and outstanding at
          March 31, 1999 and September 30, 1998, respectively                 10,200                     9,886
     Additional paid-in capital                                           75,036,640                73,807,327
     Deficit accumulated during the development stage                    (61,820,305)              (42,686,624)
     Deferred compensation                                                    (6,501)                  (14,159)
                                                                        ------------              ------------
          Total stockholders' equity                                      13,220,034                31,116,430
                                                                        ------------              ------------
               Total liabilities and stockholders' equity               $ 26,822,762              $ 42,021,585
                                                                        ------------              ------------
                                                                        ------------              ------------
</TABLE>


See Notes to Financial Statements


                                        1
<PAGE>

STATEMENTS OF OPERATIONS (UNAUDITED)

MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)


<TABLE>
<CAPTION>
                                                  Three Months Ended                 Six Months Ended              October 23, 1989
                                                       March 31                           March 31                  (inception) to
                                                1999             1998           1999                1998            March 31, 1999
                                           ---------------  -------------  ------------------  ---------------     ----------------
<S>                                        <C>              <C>            <C>                 <C>                 <C>
Research revenue                             $     95,000    $         -      $    183,000        $         -         $  3,309,751
Operating expenses:                        
     Research and development                   8,649,746      3,493,278        17,428,759          6,402,861           52,929,831
     Business development                  
          and marketing                           439,164        192,775           892,495            314,620            2,818,604
     General and administrative                   925,101        720,608         1,619,075          1,349,239           13,630,018
                                             ------------    -----------      ------------        -----------         ------------
          Total operating expenses             10,014,011      4,406,661        19,940,329          8,066,720           69,378,453
                                           
Other income (expense):                    
     Investment income                            271,847        656,585           700,667          1,185,001            4,163,024
     Interest expense                             (38,312)       (18,371)          (77,019)           (37,033)          (2,147,491)
     Other expense                                      -              -                 -                  -             (191,164)
     Gain on sale of subsidiary                         -              -                 -                  -            2,288,474
                                             ------------    -----------      ------------        -----------         ------------
          Total other income (expense)            233,535        638,214           623,648          1,147,968            4,112,843
                                             ------------    -----------      ------------        -----------         ------------
                                           
Discontinued operations:                   
     Loss from operation of discontinued   
          diagnostic division                           -              -                 -                  -             (347,608)
     Gain on sale of diagnostic division                -              -                 -                  -              483,162
                                             ------------    -----------      ------------        -----------         ------------
                                           
Net loss                                     $ (9,685,476)   $(3,768,447)     $(19,133,681)       $(6,918,752)        $(61,820,305)
                                             ------------    -----------      ------------        -----------         ------------
                                             ------------    -----------      ------------        -----------         ------------
                                           
Net loss per share of common stock           $      (0.97)   $     (0.41)     $      (1.92)       $     (0.78)
                                             ------------    -----------      ------------        -----------
                                             ------------    -----------      ------------        -----------
                                           
Weighted average shares outstanding            10,007,096      9,248,908         9,954,425          8,912,557
                                             ------------    -----------      ------------        -----------
                                             ------------    -----------      ------------        -----------
</TABLE>
See Notes to Financial Statements


                                        2
<PAGE>

STATEMENTS OF CASH FLOWS

MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                      Six Months Ended             
                                                                           March 31                 October 23, 1989
                                                               --------------------------------      (inception) to 
                                                                   1999                1998          March 31, 1999
                                                               ------------        ------------      --------------
<S>                                                         <C>                 <C>                 <C>
OPERATING ACTIVITIES:
Net loss                                                       $(19,133,681)       $ (6,918,752)       $(61,820,305)
Adjustments to reconcile net loss to net cash
used in operating activities:
     Depreciation and amortization                                  326,905             168,497           1,778,358
     Amortization of premium on investments                         137,255              61,367             423,200
     Stock options issued as compensation                           128,345              21,658             656,527
     Stock contributions to 401(k) plan                              32,309                   -              58,916
     Net book value of disposed assets                                2,922                 481             210,286
     Loss on write-off of patents                                         -                   -             262,262
     Gain on sale of subsidiary                                           -                   -          (2,288,474)
     Loss on write-off of  receivable from related party                  -                   -             147,803
     Other                                                                -                   -              51,701
     Gain on sale of diagnostic division                                  -                   -            (483,162)
     Loss on write-off of purchased research
          and development                                                 -                   -           2,646,166
     Cumulative effect of reorganization                                  -                   -           1,152,667
     Changes in operating assets and liabilities:
          Accrued interest and other current assets                (193,082)         (1,566,604)         (2,491,903)
          Deposits and other assets                                (167,332)            329,200            (544,292)
          Accounts payable                                        1,821,939           1,768,143          10,836,769
          Accrued expenses                                          633,928             162,551           1,029,790
                                                               ------------        ------------       -------------
               Net cash used in operating activities            (16,410,492)         (5,973,459)        (48,373,691)


INVESTING ACTIVITIES:
Purchases of marketable securities                               (6,978,089)        (25,662,576)        (68,460,206)
Maturities of marketable securities                              16,059,000           9,733,500          52,704,050
Additions to patents and licenses                                  (437,697)            (89,418)         (3,145,484)
Purchases of property and equipment                                (198,231)           (304,766)         (2,909,512)
Cash acquired in acquisition of business                                  -                   -             985,356
Proceeds from sale of diagnostic division                                 -                   -             496,555
                                                               ------------        ------------       -------------
     Net cash provided (used) by investing activities             8,444,983         (16,323,260)        (20,329,241)

FINANCING ACTIVITIES:
Net proceeds from issuance of common stock  
     and warrants                                                 1,076,632          35,022,235          66,198,472
Proceeds from issuance of notes payable and
     long-term debt                                                 444,434              72,180           6,432,077
Payments on notes payable and long-term debt                       (202,728)           (119,340)         (3,497,143)
Proceeds from issuance of notes payable to
     related parties                                                      -                   -           4,982,169
Payments on notes payable to related parties                              -                   -          (1,329,885)
Net proceeds from issuance of preferred stock                             -                   -             487,500
                                                               ------------        ------------       -------------
     Net cash provided by financing activities                    1,318,338          34,975,075          73,273,190
                                                               ------------        ------------       -------------
Net increase (decrease) in cash and cash equivalents             (6,647,171)         12,678,356           4,570,258

Cash and cash equivalents at beginning of period                 11,217,429             447,523                   -
                                                               ------------        ------------       -------------

Cash and cash equivalents at end of period                     $  4,570,258        $ 13,125,879       $   4,570,258
                                                               ------------        ------------       -------------
                                                               ------------        ------------       -------------
</TABLE>


See Notes to Financial Statements.

                                        3
<PAGE>

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)



1.  PRINCIPLES OF INTERIM PERIOD REPORTING

Maxim Pharmaceuticals, Inc. (the "Company") has not earned significant 
revenues from planned principal operations.  Accordingly, the Company's 
activities have been accounted for as those of a "Development Stage 
Enterprise" as set forth in Financial Accounting Standards Board Statement 
No. 7 ("SFAS 7").

In the opinion of the Company, the unaudited financial statements contain all 
of the adjustments, consisting only of normal recurring adjustments and 
accruals, necessary to present fairly the financial position of the Company 
as of March 31, 1999 and September 30, 1998, and the results of operations 
for the three months and six months ended March 31, 1999 and 1998 and from 
inception (October 23, 1989) to March 31, 1999.  The results of operations 
for the three months and six months ended March 31, 1999 are not necessarily 
indicative of the results to be expected in subsequent periods or for the 
year as a whole.  For further information, refer to the financial statements 
and footnotes thereto in our Annual Report on Form 10-K/A for the year ended 
September 30, 1998.

2.  NET LOSS PER SHARE OF COMMON STOCK

In accordance with Financial Accounting Standards Board Statement No. 128, 
"Earnings per Share" ("SFAS 128"), net loss per share of common stock is 
computed by dividing the net loss by the weighted average number of shares of 
common stock outstanding during the period. Dilutive loss per share, 
calculated by including the additional common stock issuable upon exercise 
of outstanding options and warrants in the weighed average share calculation, 
is not presented as these securities are antidilutive.

3.  LINE OF CREDIT AGREEMENT 

In March 1997 the Company entered into a line of credit agreement with a 
bank. Under the agreement, the Company was permitted to borrow up to $900,000 
during 1997 to fund qualified equipment purchases.  At January 1, 1998,  
$718,620 in outstanding advances under the line of credit converted to a term 
loan payable in equal installments over 48 months, including interest at 
prime plus 0.5%.  In 1998 the line of credit agreement was amended to permit 
the Company to borrow up to an additional $1,000,000 during calendar 1998. At 
January 1, 1999, $983,619 in outstanding advances under the amended line of 
credit converted to a term loan payable in 48 equal installments, including 
interest at prime plus 0.25%. Both term loans are secured by all assets of 
the Company.

4.  STOCKHOLDERS' EQUITY  

SHARES ISSUED UPON EXERCISE OF COMMON STOCK OPTIONS AND WARRANTS -  During 
the six months ended March 31, 1999 the Company issued 83,461 and 228,127 
shares of common stock upon the exercise of warrants and options, 
respectively.


                                        4
<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)

THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS 
AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS 
REGARDING CASH REQUIREMENTS.  SUCH STATEMENTS ARE ONLY PREDICTIONS, AND THE 
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED OR 
PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS.  FACTORS THAT COULD CAUSE OR 
CONTRIBUTE TO DIFFERENCES INCLUDE RISKS ASSOCIATED WITH CLINICAL TRIALS AND 
PRODUCT DEVELOPMENT, REGULATORY APPROVAL AND GOVERNMENT REGULATION OF THE 
COMPANY'S PRODUCTS, THE NEED FOR ADDITIONAL FUNDS AND THE UNCERTAINTY OF 
ADDITIONAL FUNDING AND DEPENDENCE ON COLLABORATIVE PARTNERS.  THESE FACTORS 
AND OTHERS ARE MORE FULLY DESCRIBED IN THE COMPANY'S ANNUAL REPORT ON FORM 
10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 
1999 AND 1998

RESEARCH REVENUE - Research revenue consisting of collaborative support 
related to the Company's MAXAMINE clinical trials totaled $95,000 for the 
quarter ended March 31, 1999. Research revenue for the six month period ended 
March 31, 1999 totaled $183,000.  There were no such revenues earned in the 
prior year.

RESEARCH AND DEVELOPMENT EXPENSES - For the quarter ended March 31, 1999, 
research and development expenses were $8,650,000, an increase of $5,156,000, 
or 148%, over the same period in the prior year.  This increase was primarily 
attributable to increased activity related to late-stage cancer clinical 
trials of MAXAMINE, including clinical trial site and contract research 
organization costs, hiring additional clinical and development personnel, and 
other clinical costs.  These clinical trials include a Phase III clinical 
trial in malignant melanoma commenced in the United States in July 1997, an 
international Phase III malignant melanoma clinical trial commenced in 
November 1997, and a global Phase III clinical trial in acute myelogenous 
leukemia commenced in February 1998.

For the six months ended March 31, 1999, research and development costs were 
$17,429,000, an increase of $11,026,000, or 172%, over the same period of the 
prior year.  The increase resulted from the Phase III clinical trial efforts 
described above.

BUSINESS DEVELOPMENT AND MARKETING AND GENERAL AND ADMINISTRATIVE EXPENSES 
-Business development and marketing expenses for the quarter ended March 31, 
1999 were $439,000, an increase of $246,000, or 128%, over the same quarter 
of the prior year.  This increase was due to additional personnel and other 
resources devoted to preparation for the potential market launch of MAXAMINE, 
including corporate partnering efforts, market evaluations and third-party 
reimbursement evaluations. For the quarter ended March 31, 1999, general and 
administrative expenses were $925,000, an increase of $204,000, or 28%, over 
the same period in the prior year due to general expenses associated with the 
Company's expanded operations. 

Business development costs for the six month period ended March 31, 1999 
totaled $892,000, an increase of $578,000, or 184%, over the same period of 
the prior year.  General and administrative expenses for the six month period 
ended March 31, 1999 were $1,619,000, an increase of $270,000, or 20% over 
the same period of the prior year.  Both of these increases resulted from the 
expanded activities described above.

OTHER INCOME (EXPENSE)  - Investment income was $272,000 for the quarter 
ended March 31, 1999, a decrease of  $385,000, or 59%, from the same period 
in the prior year. This decrease is a result of a reduction in the principal 
balance of interest-bearing investments used to finance the operations of the 
Company. Interest expense for the quarter ended March 31, 1999 was $38,000, 
approximately double the $18,000 in interest expense recorded in the same 
quarter in the prior year. This increase was primarily attributable to 
interest incurred on additional advances made under the Company's line of 
credit agreement used to finance qualified equipment purchases.

                                        5
<PAGE>

Investment income totaled $701,000 for the six month period ended March 31, 
1999, compared to $1,185,000 for the same period of the prior year.  The 
decrease of $484,000, or 41%, resulted from the reduction in principal 
balance on interest-bearing securities described above.  Interest expense for 
the six month period ended March 31, 1999 totaled $77,000, an increase of 
$40,000, or 108%, over the same period of the prior year as a result of the 
interest incurred on the additional advances also described above. 

NET LOSS - Net loss for the quarter ended March 31, 1999 totaled $9,685,000, 
an increase of $5,917,000, or 157%, over the prior year.  The increase was 
due to the expansion of research and development and general corporate 
activities described above. Net loss per share of common stock for the three 
month period ended March 31, 1999 was $0.97, an increase of $0.56 per share 
over the same period of the prior year, due to the increase in net loss for 
the year offset partially by an increase in the number of shares of common 
stock outstanding. 

Net loss for the six months ended March 31, 1999 totaled $19,134,000, an 
increase of $12,215,000, or $177%, over the same period of the prior year.  
Net loss per share of common stock for the six month period was $1.92, a 146% 
increase over the loss of $0.78 per share for the same period of the prior 
year.

LIQUIDITY AND CAPITAL RESOURCES 

The Company, as a development stage enterprise, anticipates incurring 
substantial additional losses over at least the next several years due to, 
among other factors, the need to expend substantial amounts on its ongoing 
and planned clinical trials, other research and development activities, and 
business development and general corporate expenses associated with these 
activities. The Company has financed its operations primarily through the 
sale of its equity securities, including an initial public offering in July 
1996 and an international follow-on public offering in October 1997 which 
provided net proceeds to the Company of approximately $22.3 million 
(including amounts received on the exercise of warrants) and $34.7 million, 
respectively.

As of March 31, 1999, the Company had cash, cash equivalents and investments 
totaling approximately $19.9 million.  For the six months ended March 31, 
1999, net cash used in the Company's operating activities was approximately 
$16.4 million. The Company expects that its cash requirements may increase in 
future periods as it conducts additional research and development activities 
including clinical trials, other research and development activities, and 
efforts associated with the commercial launch of any products that are 
approved for sale by government regulatory bodies.  Among the activities that 
may result in an increase in cash requirements are three Phase III cancer 
clinical trials of MAXAMINE currently underway.  The Company plans to pursue 
the issuance of additional equity securities, and to pursue corporate 
marketing alliances and collaborative agreements to meet its cash 
requirements.

The Company's cash requirements may vary materially from those now planned 
because of the results and scope of clinical trials and other research and 
development activities, the time required to obtain regulatory approvals, the 
cost of filing, prosecuting, defending and enforcing patent claims and other 
intellectual property rights, the ability of the Company to establish 
marketing alliances and collaborative arrangements and the cost of the 
Company's internal marketing activities.  As a result of these factors, it is 
difficult to predict accurately the timing and amount of the Company's cash 
requirements. In order to successfully commercialize any of its products, the 
Company expects that it will ultimately be required to seek additional funds 
through public or private financings or collaborative arrangements with 
corporate partners.  The issuance of additional equity securities could 
result in substantial dilution to the Company's stockholders.  There can be 
no assurance that additional funding will be available on terms acceptable to 
the Company, if at all.  The failure to fund its capital requirements would 
have a material adverse effect on the Company's business, financial condition 
and results of operations.  The Company has never paid a cash dividend and 
does not contemplate the payment of cash dividends in the foreseeable future.


                                        6
<PAGE>

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 issue is related to computer software utilizing two digits 
rather than four to define the appropriate year.  As a result, any of the 
Company's computer programs or any of the Company's suppliers or vendors that 
have date sensitive software may incur system failures or generate incorrect 
data if "00" is recognized as 1900 rather than 2000.

The Company has determined that the computer systems utilized internally in 
its daily operations are Year 2000 compliant.  The Company is in the process 
of verifying whether its major suppliers, service providers and financial 
institutions are Year 2000 compliant and expects to complete this review by 
June 30, 1999.  The total cost of this process is expected to be less than 
$50,000. Although the Company has no material systems that interface directly 
with third party systems, there can be no assurance that the systems and 
networks of its key suppliers and service providers will not be affected by 
the Year 2000 issues, which could have an adverse effect on the Company's 
business, operating results and financial condition.  In particular, the 
Company has engaged several third parties to retain and maintain all of the 
clinical, statistical and other information related to the Company's clinical 
trials.  These third parties have indicated that they are aggressively 
working to identify and remediate any Year 2000 issues they may have, and 
that they expect to have any necessary remediation completed by December 
1999.  However, in the event these third parties' Year 2000 compliance 
efforts are unsuccessful, data relating to the Company's clinical trials 
could be destroyed or corrupted, which could have a material adverse effect 
on the Company's business, operating results and financial condition.  In an 
effort to minimize the potential risks of the failure of such third parties' 
Year 2000 efforts, the Company intends to archive data, both in electronic 
and paper formats, through December 1999, after which paper backup will be 
used.  The Company's archival records will be updated on a monthly basis

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company invests its excess cash in interest-bearing investment-grade 
securities that are held for the duration of the term of the respective 
instrument.  The Company does not utilize derivative financial instruments, 
derivative commodity instruments or other market risk sensitive instruments, 
positions or transactions in any material fashion.  Accordingly, management 
believes that, while the investment-grade securities the Company holds are 
subject to changes in the financial standing of the issuer of such 
securities, it is not subject to any material risks arising from changes in 
interest rates, foreign currency exchange rates, commodity prices, equity 
prices or other market changes that affect market risk sensitive instruments.


                                        7
<PAGE>

PART II-OTHER INFORMATION
-------------------------

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) During the quarter ended March 31, 1999, the Company issued 62,131 shares of
Common Stock upon exercise of warrants at a price per share of $3.00.  The
Company issued such shares in reliance on the exemption provided by Section 4(2)
of the Securities Act of 1933, as amended.

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

At the Annual Meeting of Stockholders of the Company held on February 19, 1999,
the following matters were voted on and approved:

1.   One Director was elected to the Board of Directors to hold office for a
     three-year term or until his successor is elected and qualified.  The
     following person was elected:  Colin B. Bier, Ph.D.  8,364,010 shares of
     Common Stock, or 99.95% of the shares voting, voted in favor of the
     foregoing individual.  There were no votes against the foregoing individual
     and 3,886, or 0.05% of the shares voting, abstained.  The term of office of
     the remaining four Directors, Theodor H. Heinrichs, Per-Olof Martensson, F.
     Duwaine Townsen and Mr. Larry G. Stambaugh continued after the meeting.


2.   The Board of Directors' selection of KPMG LLP as the Company's 
     independent public accountants for the fiscal year ended September 30, 
     1999 was ratified. 8,365,050 shares of Common Stock, or 99.97% of the 
     shares voting, voted in favor of the proposal.  766 shares, or 0.01% of 
     the voting shares, voted against the proposal, and 2,080 shares, or 
     0.02% of the voting shares, abstained.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

b)   EXHIBITS

Exhibit Number                Description of Exhibit
--------------                ----------------------

     27.1                     Financial Data Schedule



b)   REPORTS ON FORM 8-K

No reports on Form  8-K were filed during the quarter ended March 31, 1999.









Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              Maxim Pharmaceuticals,  Inc.


Date:  May 7, 1999            /s/ Dale A. Sander      
                              -------------------------
                              Dale A. Sander
                              Chief Financial Officer  
                              (Principal Accounting Officer and Officer
                              duly authorized to sign this report on
                              behalf of the registrant)





                                        8