<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

   (Mark One)


[X]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended June 30, 2002
                                                            -------------

[ ]     Transition report pursuant to section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the transition period from _______ to _______

   Commission File Number     0-24760
                           ----------

                              Orphan Medical, Inc.
                              --------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                         <C>
                      Delaware                                             41-1784594
                      --------                                             ----------
  (State or other jurisdiction of incorporation or           (I.R.S. Employer Identification Number)
                    organization)

  13911 Ridgedale Drive, Suite 250, Minnetonka,
                     MN 55305                                            (952) 513-6900
                     --------                                            --------------
       (Address of principal executive offices                   (Registrant's telephone number,
                    and zip code)                                      including area code)
</TABLE>

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, and (2) has been subject to such filing requirements
for the past 90 days.
           Yes         X                  No
                    --------                  --------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

      Common Stock, $.01 par value                   10,346,682
      ----------------------------                   ----------
                 (Class)                   (Outstanding at August 1, 2002)




                                       1
<PAGE>
                                      INDEX

                             ORPHAN MEDICAL, INC.(R)

<TABLE>
<CAPTION>
                                                                                                Page No.
                                                                                                --------
<S>                                                                                            <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Balance Sheets - June 30, 2002 and December 31, 2001.                                              3

Statements of Operations - Three and six months ended June 30, 2002 and June 30, 2001.             4

Statements of Cash Flows - Six months ended June 30, 2002 and June 30, 2001.                       5

Notes to Financial Statements                                                                      6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
Operations.                                                                                        9

Item 3.  Quantitative and Qualitative Disclosures about Market Risks                               24

PART II.  OTHER INFORMATION

Items 1 through 3 and 5 have been omitted since all items are inapplicable or
answers negative.

Item 4.  Submission of Matter to Vote of Security Holders                                          25

Item 6.  Exhibits and Reports on Form 8-K                                                          25


          Signature                                                                                28

</TABLE>

Antizol(R), Antizol-Vet(R), Caprogel(TM), Busulfex(R), Intrachol(TM),
Cystadane(R), Elliotts B(R) Solution, Sucraid(R), Xyrem(R), MedExpand(TM), "The"
Orphan Drug Company(TM), Orphan Medical(R), Inc. and Dedicated to Patients with
Uncommon Diseases(R) are trademarks of the Company.



                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                              ORPHAN MEDICAL, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  June 30,         December 31,
                                                                                    2002               2001
                                                                                ------------       ------------
Assets                                                                          (Unaudited)           (Note)
<S>                                                                             <C>                <C>
     Current assets:
     Cash and cash equivalents                                                  $ 15,781,878       $ 19,011,245
     Accounts receivable, less allowance for doubtful accounts of $25,000
        for 2002 and 2001                                                          1,954,599          1,645,749
     Inventories                                                                   1,981,763          1,242,120
     Other current assets                                                            183,651             63,662
                                                                                ------------       ------------
     Total current assets                                                       $ 19,901,891       $ 21,962,776

Property and equipment                                                             1,221,225          1,056,642
Accumulated depreciation                                                            (762,242)          (673,142)
                                                                                ------------       ------------
                                                                                     458,983            383,500
                                                                                ------------       ------------
     Total assets                                                               $ 20,360,874       $ 22,346,276
                                                                                ============       ============

Liabilities and shareholders' equity
Current liabilities:
     Accounts payable                                                                613,744          1,152,426
     Accrued liabilities                                                           3,192,474          2,368,333
     Deferred revenues                                                               249,480            431,310
                                                                                ------------       ------------
     Total current liabilities                                                     4,055,698          3,952,069
     Commitments
Shareholders' equity:
    Senior Convertible Preferred Stock, $.01 par value; 14,400 shares
      authorized; 8,706 shares issued and outstanding                                     87                 87
    Series B Convertible Preferred Stock, $.01 par value; 5,000 shares
      authorized; 3,546 and 3,417 shares issued and outstanding                           35                 34
    Series C Convertible Preferred Stock, $.01 par value; 4,000 shares
      authorized; 0 shares issued and outstanding                                         --                 --
    Series D Convertible Preferred Stock, $.01 par value; 1,500,000 shares
      authorized; 0 shares issued and outstanding                                         --                 --
    Common stock, $.01 par value; 25,000,000 shares authorized; 10,346,682
      and 10,263,961 issued and outstanding                                          103,467            102,639
    Additional paid-in capital                                                    73,152,116         72,364,612
    Accumulated deficit                                                          (56,950,529)       (54,073,165)
                                                                                ------------       ------------
     Total shareholders' equity                                                   16,305,176         18,394,207
                                                                                ------------       ------------
     Total liabilities and shareholders' equity                                 $ 20,360,874       $ 22,346,276
                                                                                ============       ============

</TABLE>


Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.

                                       3
<PAGE>
                              ORPHAN MEDICAL, INC.
                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      For the Three Months Ended            For the Six Months Ended
                                                   -------------------------------       -------------------------------
                                                      June 30,           June 30,           June 30,           June 30,
                                                        2002               2001               2002               2001
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>
Revenues, net                                        $3,505,639         $2,424,843         $7,159,541         $4,766,352

Cost of sales                                           525,295            434,579          1,053,046            724,245
                                                   ------------       ------------       ------------       ------------

Gross Profit                                          2,980,344          1,990,264          6,106,495          4,042,107

Operating expenses:
     Research and development                         1,331,578          1,355,604          2,413,810          2,364,886
     Sales and marketing                              1,709,026          1,213,880          3,723,741          2,634,297
     General and administrative                       1,464,649          1,223,405          2,538,629          2,382,997
                                                   ------------       ------------       ------------       ------------
Total operating expenses                              4,505,253          3,792,889          8,676,180          7,382,180
                                                   ------------       ------------       ------------       ------------
Loss from operations                                 (1,524,909)        (1,802,625)        (2,569,685)        (3,340,073)

Other income:
     Interest, net                                       66,339             93,336            150,671            240,310
                                                   ------------       ------------       ------------       ------------

Net loss                                             (1,458,570)        (1,709,289)        (2,419,014)        (3,099,763)

Less:  Preferred stock dividends                        226,683            224,383            452,413            445,512
                                                   ------------       ------------       ------------       ------------

Net loss attributable to common shareholders        ($1,685,253)       ($1,933,672)       ($2,871,427)       ($3,545,275)
                                                   ============       ============       ============       ============

Basic and diluted loss per common share                  ($0.16)            ($0.23)            ($0.28)            ($0.42)
                                                   ============       ============       ============       ============

Weighted average number of shares outstanding        10,343,597          8,483,154         10,312,981          8,473,491
                                                   ============       ============       ============       ============
</TABLE>

See accompanying notes



                                       4

<PAGE>
                              ORPHAN MEDICAL, INC.
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           For the Six Months Ended
                                                                        -------------------------------
                                                                           June 30,           June 30,
                                                                             2002               2001
                                                                        ------------       ------------
<S>                                                                    <C>                <C>
OPERATING ACTIVITIES
   Net loss                                                              ($2,419,014)       ($3,099,763)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
       Depreciation and amortization                                          89,099             85,442
       Changes in operating assets and liabilities:
          Accounts payable and accrued expenses                              103,629         (1,457,449)
          Inventories                                                       (739,643)            16,871
          Accounts receivable and current assets                            (428,839)           113,774
                                                                        ------------       ------------
   Net cash used in operating activities                                  (3,394,768)        (4,341,125)

 INVESTING ACTIVITIES
     Purchase of office equipment                                           (164,582)           (51,393)
     Purchases of short-term investments                                          --         10,301,935
     Maturities of short-term investments                                         --             12,342
                                                                        ------------       ------------
   Net cash (used in) provided by investing activities                      (164,582)        10,262,884

 FINANCING ACTIVITIES:
     Employee stock purchase plan                                            317,756             46,686
     Stock option exercise proceeds                                           20,525             86,674
     Private common stock placement                                           (8,101)                --
     Cash dividends                                                             (197)                (9)
                                                                        ------------       ------------
   Net cash provided by financing activities                                 329,983            133,351
                                                                        ------------       ------------

   (Decrease) increase in cash and cash equivalents                       (3,229,367)         6,055,110
Cash and cash equivalents at beginning of period                          19,011,245          1,115,319
                                                                        ------------       ------------
Cash and cash equivalents at end of period                               $15,781,878         $7,170,429
                                                                        ============       ============

</TABLE>


                                       5
<PAGE>



                              ORPHAN MEDICAL, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1. BASIS OF PRESENTATION
Orphan Medical, Inc. (the "Company") acquires, develops, and markets products of
high medical value intended to address inadequately treated or uncommon diseases
within selected therapeutic areas. A drug has high medical value if it offers a
major improvement in the safety or efficacy of patient treatment and has no
substantially equivalent substitute. As of June 30, 2002, the Company had six
products that were approved for marketing by the Food and Drug Administration
(the "FDA"). A seventh product was approved for marketing by the FDA on July 17,
2002. The Company expects to seek additional products for development.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, these financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal, recurring accruals) considered necessary for fair presentation have
been included. Operating results for the six-month period ended June 30, 2002
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. For further information, refer to the audited financial
statements and accompanying notes contained in the Company's Annual Report filed
on Form 10-K for the year ended December 31, 2001.

2. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

3. REVENUE RECOGNITION
Sales are recognized at the time a product is shipped to the Company's customers
and are recorded net of reserves for estimated returns and discounts. The
Company is obligated to exchange products that have reached their expiration
date for all domestic customers. The Company is not obligated exchange expired
product from its international distribution partners. The Company monitors the
return of product and modifies its accrual for expired product returns as
necessary. Since management bases the reserve on historical experience and other
relevant information reserve estimates are subject to change.

Deferred revenue represents prepayment from customers for products not yet
shipped.


                                       6
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                              (Unaudited) continued

4. INVENTORIES
Inventories are valued at the lower of cost or market determined using the
first-in, first-out (FIFO) method. The Company's policy is to establish an
excess and obsolete reserve for its products in excess of the expected demand
for such products.

<TABLE>
<CAPTION>
                                           JUNE 30,               DECEMBER 31,
                                             2002                     2001
                                          ----------              ------------
<S>                                       <C>                     <C>
Raw materials and packaging               $1,565,709               $  981,583
Finished goods                               416,054                  260,537
                                          ----------               ----------
                                          $1,981,763               $1,242,120
                                          ==========               ==========
</TABLE>

5. COMPREHENSIVE INCOME

The following summarizes the comprehensive income for the periods ended:

<TABLE>
<CAPTION>
                                                   JUNE 30,
                                          2002                  2001
                                     -----------------------------------
<S>                                  <C>                   <C>
Net Income                           $ (2,871,427)         $ (3,545,275)
Unrealized gain on securities                  --                12,342
                                     -----------------------------------
Total net comprehensive income       $ (2,871,427)         $ (3,532,933)
                                     ===================================
</TABLE>

6. COMMITMENTS
The Company has various commitments under agreements with outside consultants
and contractors to provide services relating to drug development, drug
acquisition, manufacturing and marketing. At June 30, 2002, the Company
estimates that it could incur approximately $4.4 million of additional
expenditures in subsequent periods under existing commitments. Commitments for
research and development expenditures will likely fluctuate from quarter to
quarter and from year to year depending on, among other factors, the timing of
product development and the progress of clinical development programs.

7. BORROWINGS
The Company has a commercial revolving line of credit with a bank, which expires
in June 2003. The maximum amount available to the Company under this arrangement
is $1.0 million, subject to certain limitations. The Company's indebtedness to
the bank may not exceed the lesser of (1) 75 percent of the Company's trade
accounts receivable that have been outstanding for 90 days or less or (2) $1.0
million in cash. Advances are charged a variable rate of interest equal to the
prime rate. Through June 30, 2002, the Company has not borrowed under this
arrangement.

                                       7
<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                              (Unaudited) continued

8. RECLASSIFICATIONS
Certain prior period balances have been reclassified in order to conform with
the presentation for the period ended June 30, 2002. These reclassifications
have no impact on the net loss or shareholders' equity as previously reported.



                                       8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


CAUTIONARY STATEMENT
This Quarterly Report on Form 10-Q contains statements that are not descriptions
of historical facts. The words or phrases "will likely result", "look for", "may
result", "will continue", "is anticipated", "expect", "project", or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
may be forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors, including those identified in the section of this Quarterly
Report filed on Form 10-Q for the quarterly period ended June 30, 2002 titled
"Risk Factors".

GENERAL
Since its inception, the activities of the Company have consisted primarily of
obtaining the rights for developing and marketing proposed pharmaceutical
products, managing the development of these products and initiating the
commercial launch and support of six products. The Company operates in a single
business segment: pharmaceutical products. The Company has experienced recurring
losses from operations and has generated an accumulated deficit through June 30,
2002 of $57.0 million. In addition, the Company expects to incur additional
losses from operations for the remainder of fiscal year 2002 and for fiscal year
2003.

RECENT DEVELOPMENTS
On July 17, 2002 the Company announced that the U.S. Food and Drug
Administration (FDA) had approved Xyrem(R) (sodium oxybate) oral solution to
treat cataplexy, a sudden loss of muscle tone associated with narcolepsy. Xyrem
is the first approved medication indicated for the treatment of cataplexy.

Narcolepsy is a chronic neurological disorder affecting approximately 140,000
Americans. An estimated 60-90 percent of narcolepsy patients experience
cataplexy. Cataplexy is a debilitating symptom of narcolepsy usually triggered
by strong emotions such as laughter, anger, or surprise. In its most severe
form, cataplexy can cause a person to collapse during waking hours.

Xyrem (sodium oxybate) is a central nervous system (CNS) depressant and should
not be used in conjunction with alcohol or other CNS depressants. Sodium oxybate
is GHB (gamma hydroxybutyrate), a known drug of abuse. The abuse of GHB has been
associated with a number of important CNS adverse clinical events, including
seizure, respiratory depression, and profound decreases in level of
consciousness, with instances of coma and death. Even at recommended doses, use
has been associated with confusion and other neuropsychiatric events. Reports of
respiratory difficulties occurred in clinical trials.

Distribution of Xyrem, a Schedule III controlled substance, is governed by the
FDA's Subpart H regulations. To comply with these regulations, the Company has
developed a rigorous system that makes Xyrem available to patients from a
single, specialty pharmacy. Both physicians and patients must receive an
education program from the Company before obtaining Xyrem. Orphan Medical has
worked closely with the FDA, DEA and law enforcement agencies to develop strict
distribution and risk-management controls designed to restrict access to Xyrem
to the intended patient population. The Company has begun the hiring and
training of approximately 36 additional sales employees who will call on
accredited sleep centers, and other physician


                                       9
<PAGE>

specialists treating those with cataplexy. The Company plans to launch Xyrem at
the beginning of the fourth quarter.

The Company has worked with physicians, patients, and FDA for nearly eight years
to bring Xyrem to patients with cataplexy. The Company is continuing work to
understand fully Xyrem's mechanism of action. The Company also expects to
complete by the end of 2002 the clinical portion of the Phase III(b) trial
designed to assess the efficacy of Xyrem in incrementally reducing excessive
daytime sleepiness as a supplement to stimulant therapy.

THREE MONTHS ENDED JUNE 30, 2002 VS. THREE MONTHS ENDED JUNE 30, 2001
Net loss applicable to common shareholders was $1.7 million for the three months
ended June 30, 2002 compared to $1.9 million for the three months ended June 30,
2001. The decrease in the loss results principally from an increase in revenues
from approved products offset partially by higher sales and marketing expenses
due to anticipated growth of Xyrem related activities and increases for
infrastructure in the general and administrative area. The preferred stock
dividend increased slightly in the second quarter of 2002 over the second
quarter of 2001 due to issuance of additional preferred shares in August 2001
and February 2002 to pay dividends on outstanding Preferred Stock. This
preferred stock dividend has been increasing the net loss applicable to common
shareholders in the each quarter.

Net revenues increased 45% to $3.5 million for the three months ended June 30,
2001 compared to $2.4 million the prior year. Revenues from Antizol(R)
(fomepizole) Injection and Busulfex(R) (busulfan) Injection continue to grow.
Worldwide revenues from Antizol increased 74% largely due to increased hospital
purchases. Domestic revenues of Busulfex increased 47% for the second quarter
over the same quarter in the prior year reflecting additional market penetration
with new sites as well as strong demand from repeat customers. International
revenue from Busulfex was 35% above the comparable period in the prior year.
Canadian revenue from Busulfex contributed a substantial portion of the increase
to international sales. Outside Canada, revenues from Busulfex also increased as
a result of greater usage on a named patient basis.

Gross profit margins increased to 85% for the 2002 quarter compared to 82% for
the 2001 quarter. Cost of sales as a percentage of net sales may fluctuate from
quarter to quarter and from year to year depending on, among other factors,
demand for the Company's products, new product introductions and the mix of
approved products shipped.

Research and development expense decreased 2% to $1.3 million for the three
months ended June 30, 2002 from $1.4 million for three months ended June 30,
2001. The amounts spent for research and development were substantially the same
for both quarters since activities in both periods were similar. Both the 2001
and 2002 spending included ongoing trials for Xyrem and other development
activities, however, activities were not at a maximum pace pending the outcome
of the Xyrem NDA submission. The Phase III(b) trial for Xyrem now underway will
increase research and development spending in subsequent quarters as will
additional trials and data updates requested by the FDA in the approval letter.
Clinical spending for these activities will be dependent on a number of factors,
including among others, the number of subjects screened and actively enrolled in
the trials, and the number of active clinical sites.

Sales and marketing expense increased 41% to $1.7 million for the three months
ended June 30, 2002 from $1.2 million for the three months ended June 30, 2002.
This increase is largely attributable to increased spending in pre-approval
market planning for Xyrem. Sales and marketing expenses will increase
significantly for the remainder of 2002 and early 2003 as the


                                       10
<PAGE>

sales force to support Xyrem is added and the execution of marketing plans to
launch and support Xyrem begin.

General and administrative expense increased 20% to $1.5 million for the three
months ended June 30, 2002 from $1.2 million for the three months ended June 30,
2001. The increase in general and administrative expenses is related to building
infrastructure to prepare for the anticipated Xyrem launch. General and
administrative expenses are expected to increase somewhat above current levels
in the next few quarters as additional personnel are added and other support
projects are initiated.

Other income is the sum of interest income from investment activities less
interest expense from financing activities. Other income decreased 29% to
$66,339 in the second quarter of 2002 from $93,336 in the second quarter of
2001. This decrease is the result of declining interest rates on invested funds,
reducing the yields received. Other income is expected to decline in subsequent
quarters as currently invested funds are used to fund Xyrem commercialization
activities, and other working capital requirements.

Preferred stock dividends relate to the Senior Convertible Preferred Stock that
was issued on July 23, 1998 and Series B Convertible Preferred Stock issued on
August 2, 1999. Both have dividend rates of 7.5%. Preferred stock dividends were
$0.2 million for both the second quarter of both 2002 and 2001. Preferred stock
dividends, which commenced on February 1, 1999, are payable in arrears on August
1 and February 1 of each year. The Company has chosen to satisfy its dividend
payment obligation by issuing additional common and preferred stock, as
permitted by the terms of the Senior Convertible Preferred Stock and the Series
B Convertible Preferred Stock respectively. For the February 1, 2002 Senior
Preferred Stock dividend, the Company elected to issue 23,914 shares of common
stock to satisfy its obligation. The Company intends to continue to satisfy this
obligation in the future by issuing common stock. The Company is obligated to
pay the dividend for the Series B Convertible Preferred Stock in cash or through
the issuance of additional preferred shares, which will cause preferred stock
dividends to increase in subsequent quarters. The Company intends to continue to
satisfy the Series B Convertible Preferred Stock obligation by issuing
additional preferred shares.

SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
Net loss applicable to common shareholders was $2.9 million for the first six
months of 2002 compared with a net loss of $3.5 million for the first six months
of 2001. The decrease in the loss results principally from an increase in
revenues from approved products offset partially by higher sales and marketing
expenses due to anticipated growth of Xyrem related activities and increases for
infrastructure in the general and administrative area. The preferred stock
dividend increased in the first six months of 2002 over the first six months of
2001 due to the issuance of additional preferred stock in the prior year to pay
dividends. The preferred stock dividend increased the net loss applicable to
common shareholders in the current period.

Net revenues increased 50% to $7.2 million in the first six months of 2002 from
$4.8 million in the first six months of 2001. Revenues form Antizol(R)
(fomepizole) Injection and Busulfex(R) (busulfan) Injection continue to grow.
Revenues from Antizol in the U.S. increased 47% largely due to increased
hospital purchases. Busulfex continued to penetrate the U.S. market further with
new sites accounting for 20% of first half growth. Busulfex orders from the top
25 users in the U.S. are up 40% over prior year and sales in Canada have
doubled. International revenue for Busulfex was 284% above the comparable period
in the prior year. A substantial portion of the increase in international
revenues was due to the shipment of clinical supplies of drug product to



                                       11
<PAGE>

two of our international distribution partners. Outside the U.S. and Canada,
sales of Busulfex also increased as a result of greater usage on a named patient
basis.

Gross profit margins were 85% for both the six months ended June 30, 2002 and
2001. Cost of sales as a percentage of net sales may fluctuate from quarter to
quarter and from year to year depending on, among other factors, demand for the
Company's products, new product introductions and the mix of approved products
shipped.

Research and development expenses were $2.4 million for the six months ended
June 30, 2002 and 2001. The amounts spent for research and development were
substantially the same for both quarters. Both the 2001 and 2002 spending
included ongoing trials for Xyrem and other development activities, however,
activities were not at a maximum pace pending the outcome of the Xyrem NDA
submission. The Phase III(b) trial for Xyrem now underway will increase research
and development spending in subsequent quarters as will additional post-approval
studies and data updates requested by the FDA. Clinical spending for these
activities will be dependent on a number of factors, including among others, the
number of human subjects screened and enrolled in the trials, and the number of
active clinical sites.

Sales and marketing expense increased 41% to $3.7 million for the six months
ended June 30, 2002 from $2.6 million for the six months ended June 30, 2001.
This increase is largely attributable to increased spending in pre-approval
market planning for Xyrem. Sales and marketing expenses will increase
significantly for the remainder of 2002 and early 2003 as the internal sales
force to support Xyrem is hired and the execution of marketing plans to launch
and support Xyrem begin.

General and administrative expense increased 7% to $2.5 million for the six
months ended June 30, 2002 from $2.4 million for the same period in the prior
year. The increase in general and administrative expenses is related to building
infrastructure to prepare for the anticipated Xyrem launch. General and
administrative expenses are expected to increase somewhat above current levels
in the next few quarters.

Other income is the sum of interest income from investment activities less
interest expense from financing activities. Other income decreased 37% to
$150,671 in the first six months of 2002 from $240,360 in the first six months
of 2001. This decrease is the result of declining interest rates on invested
funds, reducing the yields received. Other income is expected to decline in
subsequent quarters as currently invested funds are used to fund Xyrem
development activities, and other working capital requirements.

Preferred stock dividends relate to the Senior Convertible Preferred Stock that
was issued on July 23, 1998 and Series B Convertible Preferred Stock issued on
August 2, 1999. Both have dividend rates of 7.5%. Preferred stock dividends were
$0.5 million for the first six months of 2002 and $0.4 million for the first six
months of 2001. Preferred stock dividends, which commenced on February 1, 1999,
are payable in arrears on August 1 and February 1 of each year. The Company has
chosen to satisfy its dividend payment obligation by issuing additional common
or preferred stock, as permitted by the terms of the Senior Convertible
Preferred Stock and the Series B Convertible Preferred Stock respectively. For
the February 1, 2002 Senior Preferred Stock dividend, the Company elected to
issue 23,914 shares of common stock to satisfy its obligation. The Company also
intends to continue to satisfy this obligation in the future by issuing common
stock. The Company is obligated to pay the dividend for the Series B Convertible
Preferred Stock in cash or through the issuance of additional preferred shares,
which will cause preferred

                                       12



<PAGE>

stock dividends to increase in subsequent quarters. The Company also intends to
satisfy the Series B Convertible Preferred Stock obligation by issuing
additional preferred shares.

LIQUIDITY AND CAPITAL RESOURCES
Since July 2, 1994, the effective date the Company was spun-off from Chronimed,
it has financed its operations principally from net proceeds from several public
and private financings, interest income and product sales. In December 2001, the
Company completed a private placement of 1.707 million shares of newly issued
common stock, resulting in net proceeds of $13.0 million. The various public and
private placement transactions since inception resulted in aggregate net
proceeds, after commissions and expenses, of $60.5 million.

Net working capital (current assets less current liabilities) decreased from
$18.0 million at December 31, 2001 to $15.8 million at June 30, 2001. Cash and
cash equivalents, and available-for-sale securities decreased from $19.0 million
at December 31, 2001 to $15.8 million at June 30, 2002. The Company continues to
invest its excess cash in interest bearing, investment grade securities. The
Company has a $1.0 million commercial revolving line of credit with a bank,
expiring in June 2003. To date, the Company has not borrowed under the credit
arrangement.

The Company's commitments for outside development spending were $4.4 million and
$3.0 million at June 30, 2002 and December 31, 2001 respectively. If additional
products are licensed for development, these expenditures and commitments could
increase significantly.

Management believes the Company's current cash availability and anticipated
operating cash flows from product sales will be sufficient to fund its
operations at least through June 30, 2003.

For continued listing on the NASDAQ National Market, a company must satisfy a
number of requirements, which in the Company's case include either: (1) net
tangible assets in excess of $4.0 million or (2) a market capitalization of at
least $50.0 million. Net tangible assets are defined as total assets less the
sum of total liabilities and intangible assets. The Company met both of the
thresholds at June 30, 2002. The Company's net tangible assets at June 30, 2002
equaled approximately $16.3 million and the Company's market capitalization was
approximately $97.8 million (based on the last sale price of $9.45 and
10,346,682 shares outstanding as of June 30, 2002). Although the Company does
not expect to be profitable in 2002, the Company nevertheless expects to
continue to meet the net tangible asset requirement for listing on the NASDAQ
National Market. However, there can be no assurance that the Company will
continue to have adequate capital to meet the net tangible asset requirement
through the year 2002 and thereafter. The NASDAQ National Market issued new
listing qualifications, which will become effective November 2002, and which
will replace the net asset requirement with a minimum net equity requirement of
$10.0 million. At June 30, 2002, the Company met both of the new listing
requirements. However, there can be no assurance that the Company will continue
to have adequate capital to meet the net tangible asset requirement through the
year 2002 and thereafter.

In connection with the 1998 and 1999 private placements of convertible preferred
stock, the Company agreed to certain restrictions and covenants, which could
limit its ability to obtain additional financing. Even without these
restrictions, the Company can make no assurances that additional financing
opportunities will be available or, if available, on acceptable terms.



                                       13


<PAGE>

GEOGRAPHIC SALES INFORMATION
The Company monitors sales in two geographic segments, domestic and
international. The Company has no assets outside of the United States. The
following is a summary of net sales by geographic segment for the quarters and
six months ended June 30, 2002 and 2001, respectively.


<TABLE>
<CAPTION>
                        For the Three Months Ended              For the Six Months Ended
                   -------------------------------------  ----------------------------------
                       June 30,           June 30,            June 30,           June 30,
                         2002               2001                2002               2001
                   ------------------ ------------------  -----------------  ---------------
<S>                <C>                <C>                 <C>                <C>
Domestic           $     2,713,178    $     1,984,706     $     5,229,367    $     4,016,701

International              792,461            440,137           1,930,174            749,651
                   -------------------------------------------------------------------------
Total              $     3,505,639    $     2,424,843     $     7,159,541    $     4,766,352
                   =========================================================================
</TABLE>

                                  RISK FACTORS

An investment in our common stock involves a number of risks, including among
others, risks associated with companies that operate in the pharmaceutical
industry. These risks are substantial and inherent in our operations and
industry. Any investor or potential investors should carefully consider the
following information about these risks before buying shares of common stock.

WE HAVE A HISTORY OF LOSSES.

We have been unprofitable since our inception in 1994. We expect operating
losses in 2002 because anticipated gross profits from product revenues will not
offset our operating expenses and additional spending to continue drug
development activities. Our ability to achieve profitability in future years
will depend on, among other factors, market acceptance of, and demand for,
Xyrem, as well as the development, regulatory approval, and market demand for
our other Food and Drug Administration ("FDA") approved products. We cannot
assure you that we will ever generate sufficient product revenues to achieve
profitability.

THE MARKET PRICE OF OUR COMMON STOCK COULD FLUCTUATE IN RESPONSE TO QUARTERLY
OPERATING RESULTS AND OTHER FACTORS.

The market price of our common stock could fluctuate significantly in response
to a number of factors, including but not limited to:
- our quarterly financial performance;
- announcements by us or our competitors of new product developments or clinical
testing results;
- governmental approvals, refusals to approve, regulations or actions;
- developments or disputes relating to patents or proprietary rights;
- public concern over the safety of therapies; and
- small float or number of shares of our common stock available for sale and
trade.

The market value and liquidity of the public float for our common stock could be
adversely affected in the event we no longer meet the Nasdaq's requirements for
continued listing on the

                                       14

<PAGE>

National Market. For continued listing on the Nasdaq National Market, a company
must satisfy a number of requirements, which in our case includes either: (1)
net tangible assets in excess of $4.0 million as reported on Form 10-Q or Form
10-K or (2) a market capitalization of at least $50.0 million. Net tangible
assets are defined as total assets less the sum of total liabilities and
intangible assets. Market capitalization is defined as total outstanding shares
multiplied by the last sales price quoted by Nasdaq. Although we currently meet
the requirements for listing on the Nasdaq National Market, we cannot assure you
that we will continue to meet these requirements. The Nasdaq National Market has
issued new listing qualifications which will become effective November 2002, and
which will replace the net tangible asset requirement with a minimum net equity
requirements of $10.0 million. At June 30, 2002, we met the new listing
qualifications with respect to both of these requirements. We cannot assure you
that we will continue to meet the new listing qualification requirements.

The market price of our common stock may also fluctuate significantly in
response to other factors over which we have no control and that may not be
directly related to us. Fluctuations or decreases in the trading price of our
common stock may adversely affect your ability to trade your shares and you may
lose all or a part of your investment. In addition, fluctuations and decreases
in our stock price could adversely impact our business and our ability to raise
capital through additional equity financings.

THERE IS A LIMITED MARKET FOR OUR PRODUCTS.

While we will seek to obtain and market products that address diseases with
prevalence larger than orphan diseases (200,000 or fewer patients in the United
States), all our current products and many of our future products will address
orphan diseases. Most orphan drugs have a potential United States market of less
than $25 million annually and many address annual markets of less than $1
million. We cannot assure you that sales of our products will be adequate to
make us profitable even if the products are accepted by medical specialists and
used by patients.

WE RELY ON THE LIMITED PROTECTION OF THE ORPHAN DRUG ACT.

UNITED STATES
Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs
intended to treat a "rare disease or condition." The Orphan Drug Act generally
defines a "rare disease or condition" as one that affects populations of fewer
than 200,000 people in the United States. The Orphan Drug Act provides us with
certain limited protections for our products.

The first step in obtaining the limited protection under the Orphan Drug Act is
obtaining "orphan drug designation" for a product from the FDA. After the FDA
grants orphan drug designation, it publishes the generic identity of the
therapeutic agent and the potential orphan use specified in the request. Orphan
drug designation does not constitute FDA approval, nor does it provide any
advantage in, or shorten the duration of, the regulatory approval process.

The second step in obtaining limited protection under the Orphan Drug Act for a
specific product is acquiring the FDA's recognition of "orphan drug status."
This step involves submission of a New Drug Application ("NDA") to the FDA
containing all clinical study results, safety and manufacturing information and
requesting approval to market a drug for the designated indication. The FDA will
grant orphan drug status to the first company to receive approval of an NDA for
the designated indication. Orphan drug status gives a company the exclusive
right to

                                       15

<PAGE>

market the approved product in the United States for that specific approved
indication for a period of seven years, subject to certain limitations.
Obtaining orphan drug status for a particular product may not, however, prevent
another company from developing or marketing a similar drug having a different
formulation or composition for the same or different indication. In addition,
orphan drug status does not provide any marketing exclusivity in foreign
markets. While obtaining FDA approval to market a product with orphan drug
status can be advantageous, we cannot assure you that the scope of protection or
the level of marketing exclusivity will remain in effect in the future or will
have meaningful or material value to us. Although certain foreign countries
provide marketing for orphan drugs, we cannot assure you that such benefits can
be obtained or, if obtained, will be of material value to us.

We have obtained orphan drug status for Antizol, Elliotts B Solution, Cystadane,
Sucraid, Busulfex, and Xyrem. Although we are aware that the FDA has granted
Teva (formerly Biocraft) orphan drug designation for the use of sodium oxybate
to treat the symptoms of narcolepsy, we have obtained the exclusive right to use
Teva's data for one controlled study included in our NDA submission. While we
are not aware of any activities to develop sodium oxybate by any other U.S.
company, we cannot assure you that such activities are not being conducted, or
that the FDA will approve our NDA for Xyrem first for the designated indication.
We also cannot assure you that the FDA will not grant orphan drug designation
and orphan drug status to other competing products subsequent to approval of our
NDA for Xyrem.

Even if the FDA approves an NDA for a drug with an orphan drug designation, the
FDA may still approve the same drug for a different indication, or a molecular
variation of the same drug for the same indication. We are aware that the FDA
has granted Sparta Pharmaceutical, which was acquired by SuperGen Inc., orphan
drug designation for an intravenous busulfan with an indication closely related
to the indication for our product Busulfex. If the FDA approves an NDA for
SuperGen's product for a different indication, SuperGen could seek orphan drug
status for that product, which competes with Busulfex. In addition, the FDA does
not restrict doctors from prescribing an approved drug for uses not approved by
the FDA. Thus, a doctor could prescribe another company's drug for indications
for which our product has received FDA approval and orphan drug status.
Significant "off label" use, that is, prescribing approved drugs for unapproved
uses, could adversely affect the marketing potential of any of our products that
have received orphan drug status and NDA approval by the FDA.

The possible amendment of the Orphan Drug Act by Congress has been the subject
of congressional discussion from time to time over the last ten years. Although
Congress has made no significant changes to the Orphan Drug Act for a number of
years, members of Congress have from time to time proposed legislation that
would limit the application of the Orphan Drug Act. We cannot assure you that
the Orphan Drug Act will remain in effect or that it will remain in effect in
its current form. The precise scope of protection that orphan drug designation
and marketing approval may afford in the future is unknown. We cannot assure you
that the current level of exclusivity will remain in effect.

EUROPE
The European orphan drug act provides for up to ten years of market exclusivity
for a pharmaceutical product that meets the requirement of the European orphan
drug act. For a pharmaceutical product to qualify under the act, the prevalence
(or incidence), of the condition being treated must not exceed five patients per
10,000 population. Our European partners submitted and obtained orphan drug
designation under the act for Busulfex and Cystadane, and in May 2001 we were
granted orphan drug designation under the act for Antizol for use in methanol


                                       16
<PAGE>

poisonings. We submitted a request for orphan drug status for Xyrem in the
European Union in 2001. The Company continues to seek orphan designation for
Xyrem in the European Union and during the second quarter received formal
guidance from European authorities with respect to that submission. While
Antizol, Busulfex and Cystadane are currently designated as orphan drugs, we
cannot assure you that these products will continue to qualify for orphan drug
protection in Europe or that we will be able to obtain orphan drug protection in
Europe for other or future products. We also cannot provide you any assurance
that another company will not obtain an approval which would block us from
marketing our products in Europe.

THE SALE OF OUR PRODUCTS IS DEPENDENT UPON GOVERNMENTAL APPROVAL.

Government regulation in the United States and abroad is a significant factor in
the testing, production and marketing of our products. Each product must undergo
an extensive regulatory review process conducted by FDA and by comparable
regulatory agencies in other countries. We cannot market any pharmaceutical
product we develop or license as a prescription product in any jurisdiction,
including foreign countries, without regulatory approval. The approval process
can take many years and requires the expenditure of substantial resources.

We depend on external laboratories and medical institutions to conduct our
pre-clinical and clinical analytical testing in compliance with clinical and
laboratory practices established by the FDA. The data obtained from pre-clinical
and clinical testing is subject to varying interpretations that could delay,
limit or prevent regulatory approval. In addition, changes in FDA or any foreign
regulatory authority policy for drug approval during the period of development
and in the requirements for regulatory review of each submitted NDA could result
in additional delays or outright rejection.

We cannot assure you that the FDA or any foreign regulatory authority will
approve in a timely manner, if at all, any product we develop. Generally, the
FDA and foreign regulatory authorities approve only a very small percentage of
newly discovered pharmaceutical compounds that enter pre-clinical development.
Moreover, even if the FDA approves a product, it may place commercially
unacceptable limitations on the uses, or "indications," for which a product may
be marketed. This would result in additional cost and delay for further studies
to provide additional data on safety or effectiveness.

GOVERNMENTAL APPROVAL OF OUR PRODUCTS DOES NOT GUARANTEE FINANCIAL SUCCESS.

Seven of our products have been approved for marketing by regulatory authorities
in the United States or elsewhere. Although we recently obtained FDA approval to
market Xyrem, we cannot assure you that Xyrem or our other products will be
commercially successful or achieve the expected financial results. We may
encounter unanticipated problems relating to the development, manufacturing,
distribution and marketing of our products. Some of these problems may be beyond
our financial and technical capacity to solve. The failure to adequately address
any such problems could have a material adverse effect on our business and our
prospects. In addition, the efforts of government entities and third party
payors to contain or reduce the costs of health care may adversely affect our
sales and limit the commercial success of our products.



                                       17
<PAGE>

We cannot completely insulate our drug development portfolio from the
possibility of clinical or commercial failures. Some products that we have
selected for development may not produce the results expected during clinical
trials or receive FDA approval. Drugs approved by the FDA may not generate an
acceptable level of product sales. We have discontinued the development of
eleven products from our portfolio since inception, primarily to focus our
development efforts and resources on our products that fit within our three
therapeutic areas: Antidotes; Oncology Support; and Sleep Disorders or for which
we believe there is an opportunity for growth or profitability. We evaluate new
opportunities in these and other therapeutic areas that we believe have
opportunities for growth. We cannot assure you that any of these discontinued
products currently, or may in the future, have any value. We cannot assure you
that we will continue development of our current or any proposed products, or
that we will continue marketing all of our FDA approved products.


SIGNIFICANT GOVERNMENT REGULATION CONTINUES ONCE A PRODUCT IS APPROVED FOR SALE.

After the FDA approves a drug, the FDA's Advertising and Communication division
must accept the drug's marketing claims, which are the basis for the drug's
advertising and promotional programs. We cannot assure you that the FDA will
approve our proposed marketing claims. Failure to obtain approval of our
proposed marketing claims could have a material adverse effect on our business
and prospects.

The FDA requires that we conduct "post-marketing adverse event surveillance
programs" to monitor any side effects that occur after any of our drug products
are approved for marketing. If the surveillance program indicates previously
unrecognized unsafe side effects, the FDA may recall the product, and suspend or
terminate our authorization to market the product. The FDA also regulates the
manufacturing process for an approved drug. The FDA may impose restrictions or
sanctions upon the subsequent discovery of previously unknown problems with a
product or manufacturer. One possible sanction is requiring the withdrawal of
such product from the market. The FDA must approve any change in manufacturer as
well as most changes in the manufacturing process prior to implementation.
Obtaining the FDA's approval for a change in manufacturing procedures or change
in manufacturers is a lengthy process and could cause production delays and loss
of sales, which would have a material adverse effect on our business and our
prospects. To date, none of our products have been subject to an FDA recall. We
cannot assure you that our products will not be subject to an FDA recall in the
future.

Certain foreign countries regulate the sales price of a product after marketing
approval is granted. We cannot assure you that we will be able to sell our
products at satisfactory prices in foreign markets even if foreign regulatory
authorities grant marketing approval.

If the FDA approves an NDA, the new product may be marketed for the applications
or treatments that have been approved by the FDA. The claims with which a
product can be marketed are also subject to review and approval by the Division
of Drug Marketing, Advertising and Communications ("DDMAC"), the FDA's marketing
surveillance department within the Center for Drugs. The FDA often clears a
product for marketing that requires post-marketing surveillance, or Phase IV
testing, to be conducted. The method and system of a drug's distribution can
also be controlled by the FDA if approved under Subpart H regulations.



                                       18
<PAGE>

WE DEPEND ON OTHERS FOR PRODUCT DEVELOPMENT OPPORTUNITIES.

We engage only in limited research to identify new pharmaceutical compounds. To
build our product portfolio, we utilize a license and acquisition strategy. This
strategy for growth requires us to identify and acquire pharmaceutical products
targeted at niche markets within selected strategic therapeutic areas. These
products usually require further development and approval by regulatory bodies
before they can be marketed. We cannot assure you that any such products can or
will be successfully developed, approved or marketed. We rely upon the
willingness of others to sell or license pharmaceutical product opportunities to
us. Other companies, including those with substantially greater resources,
compete with us to acquire such products. We cannot assure you that we will be
able to acquire rights to additional products on acceptable terms, if at all.
Our failure to license or acquire new pharmaceutical products, or to promote and
market products successfully, would have a material adverse effect on our
business and our prospects.

We have contractual development rights to certain compounds through various
license agreements. Generally, the licensor can unilaterally terminate these
agreements for several reasons, including, but not limited to the following
reasons:
- if we breach the contract;
- if we become insolvent or bankrupt;
- if we do not apply specified minimum resources and efforts to develop the
compound under license; or
- if we do not achieve certain minimum royalty payments, or in some cases,
minimum sales levels.
We cannot assure you that we will meet, or continue to meet, the requirements
specified in our current or any future license agreements. We cannot assure you
that if any agreement is terminated, we will be able to enter into a similar
agreement on terms as favorable as those contained in our existing license
agreement.

WE DEPEND ON OTHERS TO MANUFACTURE AND SUPPLY THE PRODUCTS WE MARKET.

We do not have, and do not intend to establish, any internal product testing,
synthesis of bulk drug substance, or manufacturing capability for drug product.
Accordingly, we depend on others to supply and manufacture the components
incorporated into all of our finished products. The inability to secure
contracts for these components on acceptable terms could adversely affect our
ability to develop and market our products.
Failure by parties with whom we contract to adequately perform their
responsibilities may delay our submission of products for regulatory approval,
impair our ability to deliver our products on a timely basis, or otherwise
adversely affect our business and our prospects.

The loss of either a drug supplier or drug product manufacturer would require us
to obtain regulatory clearance in the form of a "pre-approval submission" and
incur validation and other costs associated with the transfer of the drug supply
or manufacturing process to a new supplier or manufacturer. We believe that it
could take as long as one year for the FDA to approve such a submission. Because
our products are targeted to relatively small markets and our manufacturing
production runs are small by industry standards, we have not undertaken to
certify and maintain secondary sources of supply for drug substances or backup
drug manufacturers for some products. If we lose either a supplier or a product
manufacturer, we could run out of salable product to meet market demands or
investigational product for use in clinical trials while we locate and then wait
for FDA approval of a new drug supplier or manufacturer. We cannot assure you
that any change in drug supplier or manufacturer or the transfer of a drug
manufacturing



                                       19
<PAGE>

processes to another third party would be approved by the FDA, or approved in a
timely manner. The loss of, or change in, drug supplier or a drug manufacturer
could have a material adverse effect on our business and prospects.

BULK DRUG SUPPLY

Bulk drug substance is the active chemical compound used in the manufacture of
our drug products. We depend substantially on a single supplier for the supply
of bulk drug substance used in Busulfex, Antizol, and Antizol-Vet. If we were to
lose this company as a supplier, we would be required to identify a new supplier
for the bulk drug substance used in products that provided approximately 88% of
our total revenues in 2001 and 2000, and which are expected to account for
approximately 76% of our revenues in 2002. We depend substantially on a
different supplier for the supply of bulk drug substance used in Xyrem. If we
were to lose this company as a supplier, we would be required to identify a new
supplier. We also cannot assure you that our bulk drug supply arrangements with
our current suppliers, or any other future such supplier, might not change in
the future. We cannot assure you that any change would not adversely affect
production of Busulfex, Antizol, Antizol-Vet, Xyrem, or any other drug the
Company might attempt to develop or market.

DRUG PRODUCT MANUFACTURE

From bulk drug substance, drug product manufacturers formulate a finished drug
product and package the product for sale or for use in clinical trials. We
depend substantially on a single supplier for drug product manufacturing of
Busulfex, Antizol, and Antizol-Vet and a different supplier has been authorized
to manufacture Xyrem. If we were to lose either of these companies as a
manufacturer, we would be required to identify a new manufacturer for drug
products that provided approximately 88% of our total revenues in 2001 and 2000,
and which are expected to account for approximately 75% of our total revenues in
2002. We cannot assure you that our drug product manufacturing arrangements with
either or both of these suppliers will not change or that the manufacturing
services will continue to be available on terms satisfactory to us. Any change
in our manufacturing agreements could adversely affect production of Busulfex,
Antizol, Antizol-Vet or Xyrem, or any other drug that we might attempt to
develop or market, which could have a material adverse effect on our business
and prospects.

WE CANNOT CONTROL OUR CONTRACTORS' COMPLIANCE WITH APPLICABLE REGULATIONS.

The FDA defines and regulates good manufacturing practices to which bulk drug
suppliers and drug product manufacturers are subject. The Drug Enforcement
Agency (DEA) defines and regulates the handling and reporting requirements for
certain drugs which have abuse potential, known as "scheduled drugs." Foreign
regulatory authorities prescribe similar rules and regulations. Our supply and
manufacturing contractors must comply with these regulatory prescriptions.
Failure by our contractors to comply with FDA or DEA requirements or applicable
foreign requirements could significantly delay our ability to commercialize or
continue to market our products. Either result could have a material adverse
effect on our business and prospects. Our contractors failure to comply with
good marketing practices or other legal requirements could also result in
seizure of violative products, injunctive actions brought by the federal
government or criminal and civil liability for Orphan, our officers, or our
employees. We cannot assure you that we will be able to maintain relationships
either domestically or abroad with contractors whose facilities and procedures
comply with, or will continue to comply with, FDA



                                       20
<PAGE>

or DEA requirements or applicable foreign requirements.

WE DEPEND UPON OTHERS FOR DISTRIBUTION OF OUR PRODUCTS.

We are negotiating an agreement with a specialty pharmacy to distribute Xyrem.
Xyrem is classified as a Schedule III controlled substance, and distribution
will be strictly controlled. The specialty pharmacy will be the only source
through which Xyrem can be obtained. Distribution will be governed by the FDA's
Subpart H regulations and will fully comply with the risk-management controls
jointly developed by Orphan Medical, the Drug Enforcement Agency and law
enforcement agencies. Every shipment of Xyrem will be subject to stringent
safeguards to ensure it reaches only individuals for whom it has been
legitimately prescribed.

We have an agreement with CORD Logistics, Inc. (CORD), a subsidiary of Cardinal
Health, Inc., to provide integrated distribution and operations services to
support transactions between us and our wholesalers, specialty distributors, and
direct customers. CORD also provides reimbursement management, patient
assistance and information hotline services and specialty distribution and
marketing services to physician practices with respect to our products. CORD
currently distributes Busulfex, Elliotts B Solution, Antizol, Antizol-Vet, and
Sucraid. CORD may also distribute future products should those products receive
marketing clearance from the FDA. We are substantially dependent on CORD's
ability to successfully distribute Busulfex, Elliotts B Solution, Antizol,
Antizol-Vet, and Sucraid and other potential products.

Chronimed Inc. is the principal distributor, on a non-exclusive basis, in the
United States for Cystadane. Chronimed distributes this product directly to
patients through its mail order pharmacy. We are substantially dependent on
Chronimed's ability to successfully distribute Cystadane directly to patients in
the United States.

We cannot assure you that our distribution arrangements with CORD, Chronimed,
SDS or other companies would be available, or continue to be available to us on
commercially acceptable terms. The loss of a distributor or failure to renew
agreements with an existing distributor would have a material adverse effect on
our business and prospects.

WE DEPEND ON FOREIGN COMPANIES TO SELL OUR PRODUCTS OUTSIDE OF THE UNITED STATES
AND OUR INABILITY TO ESTABLISH AND MAINTAIN MARKETING ALLIANCES WITH FOREIGN
COMPANIES COULD ADVERSELY AFFECT OUR BUSINESS.

Our strategy to sell our products outside of the United States is to license
foreign marketing and distribution rights to a foreign company after a NDA is
submitted to, or approved by, the FDA in the United States. We consider Europe,
Asia and Canada our most attractive foreign markets. Our current foreign
developments are:
- Europe. We have licensed the marketing and distribution
rights for Busulfex, Cystadane and Sucraid in Europe. If our licensees'
registration and distribution efforts are not successful, it may be difficult
for us to contract with other distributors in Europe for these products.
Distribution of all products except Antizol is limited to "named patient" or
"emergency use" basis until full regulatory approval is obtained. Antizol has
been approved for use in the United Kingdom but is limited to "named patient" or
"emergency use." Emergency use distribution of our products is expected to
result in limited revenues for us.
- Asia. We have licensed marketing and distribution rights for Busulfex in
Japan, the Peoples


                                       21
<PAGE>

Republic of China, Taiwan and South Korea. Use and distribution of all products
in these countries, except South Korea, is limited to clinical trials until full
regulatory approval is obtained. Revenues prior to full approval are not
expected to be material. Full regulatory approval for marketing of these
products in South Korea was obtained in late 2001. We do not expect to generate
material revenues from our South Korean marketing and distribution activities.
- Canada. We have licensed marketing and distribution rights for Antizol and
Cystadane. We do not expect to generate material revenues from these marketing
and distribution activities.
- Australia and New Zealand. We have licensed marketing and distribution rights
for Cystadane and Sucraid in Australia and New Zealand. We do not expect to
generate material revenues from these marketing and distribution activities.
- Central America. We have licensed marketing and distribution rights for
Elliotts B Solution in Central America. We do not expect to generate material
revenues from these marketing and distribution activities.
- Israel. We have licensed marketing and distribution rights for Busulfex,
Cystadane, and Sucraid in Israel. Full regulatory approval for Busulfex and
Cystadane was obtained in February 2000. We do not expect to generate material
revenues from these marketing and distribution activities.
- Turkey. We have licensed marketing and distribution rights for Busulfex in
Turkey. We do not expect to generate material revenues from these marketing and
distribution activities.
We depend on our foreign licensees for the regulatory registration of our
products in foreign countries. We cannot assure you that our licensees will
obtain such registration. In addition, we cannot assure you that we will be able
to negotiate commercially acceptable license agreements for our other products
or in additional foreign countries. Furthermore, we cannot assure you that our
foreign licensees will be successful in marketing and selling our products in
their respective territories.

OUR PRODUCTS MIGHT BE RECALLED.

A product can be recalled at our discretion or at the discretion of the FDA, the
U.S. Federal Trade Commission, a foreign regulatory authority, or other
government agencies having regulatory authority for marketed products. A recall
may occur due to disputed labeling claims, manufacturing issues, quality
defects, or other reasons. We cannot assure you that a product recall will not
occur. We do not carry any insurance to cover the risk of a potential product
recall. Any product recall could have a material adverse effect on our business
and prospects. To date, none of our products have been subject to a recall. We
cannot assure you that our products will not be subject to a recall in the
future.

THE PRICES WE CHARGE FOR OUR PRODUCTS ARE SUBJECT TO GOVERNMENTAL REGULATION,
WHICH COULD ADVERSELY AFFECT OUR ABILITY TO RECOVER OUR PRODUCT DEVELOPMENT
COSTS AND OUR FINANCIAL PERFORMANCE.

The flexibility of prices that we can charge for our products depends on
government regulation, both in the United States and abroad, and on other third
parties. One important factor is the extent to which reimbursement for our
products will be available to patients from government health administration
authorities, private health insurers and other third-party payors. Government
officials and private health insurers are increasingly challenging the price of
medical products and services. We cannot predict the level of pricing
flexibility we will have with respect to our products or whether we, or users of
our products, will be reimbursed for newly approved health care products.



                                       22
<PAGE>

In the United States, we expect continuing federal and state proposals to
implement government control of the pricing and profitability of prescription
pharmaceuticals. Cost controls could decrease, or limit, the price we receive
for our current and future products. We may not be able to recover our
development costs, which could be substantial. We may not be able to realize an
appropriate profit margin. This could have a material adverse effect on our
business and prospects. Furthermore, federal and state regulations govern or
influence reimbursement of health care providers for medical treatment of
certain patients. We cannot assure you that actions taken by federal or state
governments, if any, with regard to health care reform will not have a material
adverse effect on our business and prospects.

Certain private health insurers and third-party payors may attempt to control
costs further by selecting exclusive providers of pharmaceuticals. If such
arrangements are made with our competitors, these insurers and third-party
payors would not reimburse patients who purchase our competing products. This
would diminish the market for our products and could have a material adverse
effect on our business and prospects.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY INFORMATION, WHICH COULD NEGATIVELY
AFFECT OUR ABILITY TO COMPETE IN THE PHARMACEUTICAL INDUSTRY.

The pharmaceutical industry and the investment community place considerable
importance and value on obtaining patent and trade secret protection for new
technologies, products and processes. The patent position of pharmaceutical
firms is often highly uncertain and generally involves complex legal, technical
and factual questions. Our success depends on several issues, including, but not
limited to our ability:
- to obtain, and enforce proprietary protection for our products under United
States and foreign patent laws and other intellectual property laws;
- to preserve the confidentiality of our trade secrets; and
- to operate without infringing the proprietary rights of third parties.
We evaluate the desirability of seeking patent or other forms of protection for
our products in foreign markets based on the expected costs and relative
benefits of attaining such protection. We cannot assure you that any patents
will be issued from any applications or that any patents issued to us will
afford us adequate protection or competitive advantage. Also, we cannot assure
you that any issued patents will not be challenged, invalidated, infringed or
circumvented. Parties not affiliated with us have obtained or may obtain United
States or foreign patents, or possess or may possess proprietary rights,
relating to our products. We cannot assure you that patents now in existence or
later issued to others will not adversely affect the development or
commercialization of our products.

We believe that the active ingredients or compounds in our FDA approved and
proposed products, Cystadane, Elliotts B Solution, Antizol, Antizol-Vet, Xyrem
and Sucraid, are in the public domain and are not currently subject to patent
protection in the United States. However, we have filed a patent application
with respect to our formulation of Xyrem oral solution. United States patents
issued to The University of Texas System and The University of
Houston-University Park, the group from whom we license the formulation for
Busulfex, cover our formulation and use of Busulfex. We could, however, incur
substantial costs asserting any infringement claims that we may have against
others.
We seek to protect our proprietary information and technology, in part, through
confidentiality agreements and inventors' rights agreements with our employees.
We cannot assure you that


                                       23
<PAGE>

these agreements will not be breached, that we will have adequate remedies for
any breach, or that our trade secrets will not otherwise be disclosed to or
discovered by our competitors. We also cannot assure you that our planned
activities will not infringe patents owned by others. We could incur substantial
costs in defending infringement suits brought against us. We also could incur
substantial costs in connection with any suits relating to matters for which we
have agreed to indemnify our licensors or distributors. An adverse outcome in
any such litigation could have a material adverse effect on our business and
prospects. In addition, we often must obtain licenses under patents or other
proprietary rights of third parties. We cannot assure you that we can obtain any
such licenses on acceptable terms, if at all. If we cannot obtain required
licenses on acceptable terms, we could encounter substantial difficulties in
developing, manufacturing or marketing one or more of our products.



WE FACE INTENSE COMPETITION IN THE PHARMACEUTICAL INDUSTRY.

Competition in the pharmaceutical industry is intense. Potential competitors in
the United States are numerous and include pharmaceutical, chemical and
biotechnology companies. Many of these companies have substantially greater
capital resources, marketing experience, research and development staffs and
facilities than we do. We seek to limit potential sources of competition by
developing products that are eligible for orphan drug designation and NDA
approval or other forms of protection. We cannot assure you, however, that our
competitors will not succeed in developing similar technologies and products
more rapidly than we can. Similarly, we cannot assure you that these competing
technologies and products will not be more effective than any of those that we
have developed or are currently developing.

IF WE ARE UNABLE TO RESPOND TO RAPIDLY CHANGING TECHNOLOGIES AND OTHER
DEVELOPMENTS, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY.

The pharmaceutical industry has experienced rapid and significant technological
change as well as structural changes, such as those brought about by changes in
heath care delivery or in product distribution. We expect that pharmaceutical
technology will continue to develop and change rapidly, and our future success
will depend, in large part, on our ability to develop and maintain a competitive
position. Technological development by others may result in our products
becoming obsolete before they are marketed or before we recover a significant
portion of the development and commercialization expenses incurred with respect
to such products. In addition, alternative therapies, new medical treatments, or
changes in the manner in which health care is delivered or products provided
could alter existing treatment regimes or health care practices, and thereby
reduce the need for one or more of our products, which would adversely affect
our business and our prospects.

WE FACE SUBSTANTIAL PRODUCT LIABILITY AND INSURANCE RISKS.

Testing and selling health care products entails the inherent risk of product
liability claims. The cost of product liability insurance coverage has increased
and is likely to continue to increase in the future. Substantial increases in
insurance premium costs in many cases have rendered coverage economically
impractical. We currently carry product liability coverage in the aggregate
amount of $20 million for all claims made in any policy year. Although to date
we have not been the subject of any product liability or other claims, we cannot
assure you that we will be able to




                                       24
<PAGE>

maintain product liability insurance on acceptable terms or that our insurance
will provide adequate coverage against potential claims. A successful uninsured
product liability or other claim against us could have a material adverse effect
on our business and prospects.

Item 3.  Quantitative and Qualitative Disclosures about Market Risks

Not Applicable





                                       25
<PAGE>




PART II  -  OTHER INFORMATION
Item 4.  Submission of Matters to Vote of Security Holders

The annual meeting of the shareholders of the Company was held on May 23, 2002.
Three matters were submitted to the shareholders for approval: (1) the election
of directors, (2) a proposal to amend the Company's 1994 Stock Plan ("Plan") and
(3) a proposal to ratify the selection of Ernst & Young LLP as the independent
public accountants for the Company.

Seven nominees, namely John Howell Bullion, Michael Greene, Julius A Vida Ph.D.,
W. Leigh Thompson, Ph.D., M.D., William M. Wardell, M.D., Ph.D., Farah H.
Champsi, and Thomas B. King, were duly elected as directors of the Company until
the next annual meeting of shareholders. Each nominee received at least
approximately ninety-six percent of the votes cast in favor of his election.
Results of the voting were as follows:

<TABLE>
<CAPTION>
                                        Votes Cast for                 Votes
Director                                the Director                 Withheld
--------                                ------------                 --------
<S>                                     <C>                        <C>
John Howell Bullion                        9,591,896                  382,193
Michael Greene                             9,674,470                  299,619
Julius A Vida Ph.D.                        9,676,270                  297,819
W. Leigh Thompson, Ph.D., M.D.             9,670,414                  303,675
William M. Wardell, M.D., Ph.D.            9,674,370                  299,719
Farah H. Champsi                           9,674,450                  299,639
Thomas B. King                             9,676,370                  297,719
</TABLE>

The proposal to approve an amendment to the Company's 1994 Stock Plan to
increase the number of shares authorized for issuance under the Plan from
2,675,000 shares to 3,175,000 shares was approved by the Company's shareholders.
A total of 9,159,770 shares of the Company's common stock voted in favor of the
proposal; 799,259 shares of the Company's common stock voted against this
proposal; 15,060 shares of the Company's common stock abstained from voting.
There were no broker non-voters in connection with the shareholders vote for
this proposal. The proposal to amend the Company's 1994 Stock Plan received
approximately ninety-two percent of the vote cast.

The proposal to ratify the selection of Ernst & Young LLP as the independent
public accountants for the Company was approved by the Company's shareholders. A
total of 9,934,093 shares of the Company's common stock voted in favor of the
proposal, 37,102 shares of the Company's common stock voted against the proposal
and 2,894 shares of the Company's common stock abstained from voting. There were
no broker non-voters in connection with the shareholders vote for this proposal.
The proposal to ratify the selection of Ernst & Young LLP as the independent
public accountants for the Company received approximately ninety-nine percent of
the vote cast.

Item 6.  Exhibits and Reports on Form 8-K



                                       26
<PAGE>

(a) Exhibits
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                         Sequentially
Number              Description                                                                 Numbered Page
------              -----------                                                                 -------------
<S>                 <C>                                                                         <C>
99.1                CERTIFICATION PURSUANT TO 18 U.S.C.ss.1350, AS ADOPTED PURSUANT TO          29
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002- Chief Executive
                    officer

99.2                CERTIFICATION  PURSUANT TO 18 U.S.C.ss.1350, AS ADOPTED  PURSUANT TO        30
                    SECTION  906 OF THE  SARBANES-OXLEY  ACT 0F  2002-  Chief  Executive
                    officer
</TABLE>

(b) Reports on Form 8-K

Not applicable


Items 1, 2, 3 and 5 are not applicable and have been omitted.




                                       27
<PAGE>




SIGNATURE


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




                                           Orphan Medical, Inc.
                                           --------------------
                                               Registrant


Date  August 12, 2002           By     /s/ Timothy G. McGrath
      ---------------                  ----------------------------
                                       Timothy G McGrath
                                       Chief Financial Officer
                                       (duly authorized officer and
                                       principal financial officer)




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