Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Consultant Services Agreement - NPS PHARMACEUTICALS INC - 3-31-1997

VIEWS: 3 PAGES: 15

									EXHIBIT NO. 10.29 CONSULTANT SERVICES AGREEMENT BETWEEN THE REGISTRANT AND DONALD E. KUHLA, PH.D.

DATED NOVEMBER 1, 1997

NPS PHARMACEUTICALS, INC. CONFIDENTIAL
Consultant: Donald E. Kuhla, Ph.D. Company's Representative: Hunter Jackson, Ph.D. NPS Pharmaceuticals, Inc. 420 Chipeta Way Salt Lake City, Utah 84108

Address:

66 Pine Mill Circle Doylestown, Pennsylvania 18901

S.S.# or Employer I.D. #: 000-00-0000

CONSULTANT SERVICES AGREEMENT EFFECTIVE DATE: NOVEMBER 1, 1996 This Consultant Services Agreement (hereinafter "Agreement") is entered into by the above-referenced party (hereinafter "Consultant") whose address is as shown above, and NPS PHARMACEUTICALS, INC., a Delaware corporation, (hereinafter the "Company"). Consultant and the Company are collectively designated herein as the "Parties" and the term "Party" shall mean either one of the Parties as the text may require. The "Effective Date" of this Agreement is as shown above. WHEREAS, Company requires a party such as Consultant to perform services as defined in Exhibit "A" hereto (the "Services"); WHEREAS, Consultant represents that he is qualified to perform said Services and desires to perform said Services for and on behalf of the Company on the terms and conditions set forth herein; NOW THEREFORE, for and in consideration of the foregoing recitals and the promises, covenants, terms, conditions, and obligations hereinafter set forth, the Parties agree as follows: I. REPRESENTATIVE AND NOTICE The Company's Representative for the purposes of this Agreement shall be as shown above. All notices from Consultant to the Company shall be directed to the attention of the Company Representative at the Company's address shown above. II. SCOPE OF SERVICES The Services to be performed by Consultant pursuant to the terms and conditions of this Agreement shall include, but are not limited to, the work, activities and services set forth in Exhibit "A" SERVICES.

NPS PHARMACEUTICALS, INC. CONFIDENTIAL
Consultant: Donald E. Kuhla, Ph.D. Company's Representative: Hunter Jackson, Ph.D. NPS Pharmaceuticals, Inc. 420 Chipeta Way Salt Lake City, Utah 84108

Address:

66 Pine Mill Circle Doylestown, Pennsylvania 18901

S.S.# or Employer I.D. #: 000-00-0000

CONSULTANT SERVICES AGREEMENT EFFECTIVE DATE: NOVEMBER 1, 1996 This Consultant Services Agreement (hereinafter "Agreement") is entered into by the above-referenced party (hereinafter "Consultant") whose address is as shown above, and NPS PHARMACEUTICALS, INC., a Delaware corporation, (hereinafter the "Company"). Consultant and the Company are collectively designated herein as the "Parties" and the term "Party" shall mean either one of the Parties as the text may require. The "Effective Date" of this Agreement is as shown above. WHEREAS, Company requires a party such as Consultant to perform services as defined in Exhibit "A" hereto (the "Services"); WHEREAS, Consultant represents that he is qualified to perform said Services and desires to perform said Services for and on behalf of the Company on the terms and conditions set forth herein; NOW THEREFORE, for and in consideration of the foregoing recitals and the promises, covenants, terms, conditions, and obligations hereinafter set forth, the Parties agree as follows: I. REPRESENTATIVE AND NOTICE The Company's Representative for the purposes of this Agreement shall be as shown above. All notices from Consultant to the Company shall be directed to the attention of the Company Representative at the Company's address shown above. II. SCOPE OF SERVICES The Services to be performed by Consultant pursuant to the terms and conditions of this Agreement shall include, but are not limited to, the work, activities and services set forth in Exhibit "A" SERVICES. III. ASSIGNMENT AND DELEGATION The Parties agree that the Services as defined herein are unique personal services that are to be performed only by Consultant. IV. COMPENSATION AND EXPENSES Compensation for Services shall be as set forth in Exhibit "B." V. DURATION OF SERVICES 1. Consultant shall perform Services for the benefit of the Company from time to time or for such other period as shall be stated on Exhibit "A" hereto.

1

2. The Parties, by their mutual written consent, may extend the period for performing Services under this Agreement. 3. Either Party may terminate Consultant's performance of Services by giving thirty (30) days advance written notice to the other Party. 4. The Company's obligations under Section IV shall terminate upon expiration of the above period or upon termination by either Party of Consultant's performance of the Services as provided in this Section V. 5. Except for Consultant's obligation to perform Services, Consultant's obligations under this Agreement shall survive expiration of the above period and/or termination of Consultant's performance of Services. VI. COMPLIANCE WITH STATE AND FEDERAL LAWS Consultant shall comply with all requirements of any applicable federal, state, or local law, rule or regulation. Consultant represents that he has all licenses or other authorizations required to enable him to perform Services hereunder in the jurisdiction where the Services are to be performed. VII. INDEPENDENT CONTRACTOR Consultant is and shall be in the performance of Services hereunder as an independent contractor. Consultant shall be available as a qualified professional consultant in the field identified on Exhibit "A." VIII. PROFESSIONAL RESPONSIBILITY 1. Consultant agrees that he will provide in connection with performance of all Services under this Agreement the standards of care, skill and diligence normally provided by competent professionals in the performance of services similar to that contemplated by this Agreement. 2. Consultant represents that he has no conflicts of interest in rendering his professional services to the Company. Upon request from the Company, Consultant will disclose the general nature of previous work performed for others in the "Area of Technology of Possible Interest to Consultant or Others" defined in Exhibit "C" herein. IX. INSURANCE Insurance shall be provided as mutually agreed. X. DEFINITION OF CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 1. "Confidential Information" shall mean: (a) any and all Intellectual Property or information whether business, financial, technical or otherwise, of any type whatsoever, in any form whatsoever, which is (I) proprietary to the Company; or (ii) submitted or disclosed to the Company by a third party. (b) Confidential Information (whether or not reduced to writing and in any and all stages of development) includes but is not limited to: discoveries, ideas, inventions, designs, formulas, test results, test procedures, protocols, concepts, drawings, specifications, techniques, models, data, software, research, processes, procedures, works of authorship, formulas, improvements, trade secrets, know-how, marketing plans and supplies, product plans, customer names (and other information relating to customers), supplier names (and other information relating to suppliers), and financial information. 2

2. The Parties, by their mutual written consent, may extend the period for performing Services under this Agreement. 3. Either Party may terminate Consultant's performance of Services by giving thirty (30) days advance written notice to the other Party. 4. The Company's obligations under Section IV shall terminate upon expiration of the above period or upon termination by either Party of Consultant's performance of the Services as provided in this Section V. 5. Except for Consultant's obligation to perform Services, Consultant's obligations under this Agreement shall survive expiration of the above period and/or termination of Consultant's performance of Services. VI. COMPLIANCE WITH STATE AND FEDERAL LAWS Consultant shall comply with all requirements of any applicable federal, state, or local law, rule or regulation. Consultant represents that he has all licenses or other authorizations required to enable him to perform Services hereunder in the jurisdiction where the Services are to be performed. VII. INDEPENDENT CONTRACTOR Consultant is and shall be in the performance of Services hereunder as an independent contractor. Consultant shall be available as a qualified professional consultant in the field identified on Exhibit "A." VIII. PROFESSIONAL RESPONSIBILITY 1. Consultant agrees that he will provide in connection with performance of all Services under this Agreement the standards of care, skill and diligence normally provided by competent professionals in the performance of services similar to that contemplated by this Agreement. 2. Consultant represents that he has no conflicts of interest in rendering his professional services to the Company. Upon request from the Company, Consultant will disclose the general nature of previous work performed for others in the "Area of Technology of Possible Interest to Consultant or Others" defined in Exhibit "C" herein. IX. INSURANCE Insurance shall be provided as mutually agreed. X. DEFINITION OF CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 1. "Confidential Information" shall mean: (a) any and all Intellectual Property or information whether business, financial, technical or otherwise, of any type whatsoever, in any form whatsoever, which is (I) proprietary to the Company; or (ii) submitted or disclosed to the Company by a third party. (b) Confidential Information (whether or not reduced to writing and in any and all stages of development) includes but is not limited to: discoveries, ideas, inventions, designs, formulas, test results, test procedures, protocols, concepts, drawings, specifications, techniques, models, data, software, research, processes, procedures, works of authorship, formulas, improvements, trade secrets, know-how, marketing plans and supplies, product plans, customer names (and other information relating to customers), supplier names (and other information relating to suppliers), and financial information. 2

(c) Confidential Information shall not include anything that is publicly known or generally employed by the trade at or after the effective date of this Agreement.

(c) Confidential Information shall not include anything that is publicly known or generally employed by the trade at or after the effective date of this Agreement. 2. "Intellectual Property" shall mean, without limitation, all copyrights, discoveries, inventions, improvements (whether or not patentable), patents, patent applications, trademarks, service marks, trade secrets, know-how and all other Intellectual Property rights of any type whatsoever. XI. ASSIGNMENT OF RIGHTS IN INTELLECTUAL PROPERTY 1. Consultant hereby assigns to the Company all of Consultant's rights in all Intellectual Property rights which are made, discovered, developed, assembled, created, or conceived, in whole or in part, by Consultant: (a) during the course of and within the scope of Services; or (b) for the period ending one (1) year after termination of Services with the material aid or inclusion of Confidential Information. 2. All of Consultant's Intellectual Property assigned to the Company hereunder shall be deemed Confidential Information except for anything that is publicly known or generally employed by the trade, without the fault of Consultant, at or after the effective date of this Agreement. 3. Consultant hereby agrees to disclose promptly and fully to the Company anything which qualifies as Intellectual Property and/or Confidential Information hereunder. 4. Consultant shall, upon the Company's reasonable request, execute all documents and take such other action as may be necessary or desirable, to protect, enhance, exploit or vest in the Company any and all of Consultant's Intellectual Property rights assigned to Company hereunder. XII. CONFIDENTIALITY 1. Consultant understands that Confidential Information is confidential and secret and agrees to respect the confidentiality and secrecy of the same. Consultant also understands that all Confidential Information is the property of the Company or of a third party submitting the same to the Company. Consultant agrees to treat Confidential Information submitted to the Company by third parties as if confidential and proprietary to the Company. Consultant further understands and agrees that the relationship between Consultant and the Company is of a confidential nature and imposes an affirmative obligation upon Consultant to protect, foster and respect the confidentiality of Confidential Information. 2. Except as lawfully authorized or as may be required in the performance of Consultant's responsibilities for the Company, Consultant: (a) agrees not to directly or indirectly disclose, reveal, report, publish, or transfer possession of, or access to, any Confidential Information to any person or entity; (b) agrees, at the expense of the Company, promptly at all times hereafter to execute and deliver any and all acts and instruments as may be necessary or desirable to perfect and protect the Company's interest in the Confidential Information; and (c) agrees not to directly or indirectly use the Confidential Information except for the benefit of the Company in the performance of Consultant's responsibilities for the Company. 3. Upon and in accordance with the Company's instructions, Consultant shall return or dispose of all Confidential Information. Consultant shall, whenever requested by the Company, give a prompt and full accounting of all Confidential Information given to Consultant and all copies or reproductions thereof. Confidential Information shall remain the property of the Company even if Consultant is in possession thereof. 3

XIII. PREVIOUS WORK OR SERVICES

XIII. PREVIOUS WORK OR SERVICES 1. If Consultant has previously been exposed to proprietary information of the Company, such disclosure is deemed incorporated herein and controlled by the terms hereof, and if Consultant has executed an agreement regarding non-disclosure and non-competition, such agreement is continued and deemed incorporated herein by reference, except that any such agreement shall be deemed amended hereby to the extent the Company's rights hereunder extend beyond the Company's rights as specified therein. 2. Consultant represents to the Company that Consultant has not brought and has not used, and agrees not to bring to the Company and will not use in the performance of any Services for the Company, any information, materials or the like which are confidential and are proprietary to a third party without written authorization from said third party. XIV. AREAS OF TECHNOLOGY SUBJECT TO POSSIBLE INTEREST TO CONSULTANT OR OTHERS In the event and to the extent Consultant has previously performed services for another and to the extent Consultant has developed personal proprietary interests in areas of interest to the Company within the "Area of Technology of Possible Interest to Consultant or Others" identified on Exhibit "C" hereto, Consultant has advised the Company of the nature of such service, the general nature of the parties for whom such services were rendered, and the particular aspects of any facts supporting a claim that any of the "Area of Interest" is in the public domain or owned by Consultant or some other party, or under any obligation of confidence or non-use. XV. MISCELLANEOUS 1. This Agreement may only be amended in writing, signed by each Party hereto. The terms of this Agreement shall be interpreted under the laws of the State of Utah. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. 2. Consultant agrees to execute such additional documents and do such further acts and deeds as may be necessary or desirable to effectuate the purposes hereof or the perfection of the rights and interests of the Company expressed herein. 3. Consultant agrees that any breach of this contract or threatened breach hereof could subject the Company to substantial, immediate and irreparable damages and consents that the Company would be entitled to equitable relief in the event thereof. Consultant agrees that Utah law applies and that any adjudication of interests hereunder be proved in Utah courts. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
CONSULTANT: /S/ DONALD E. KUHLA - -------------------------------------------Donald E. Kuhla, Ph.D. Date: March 4, 1997 NPS PHARMACEUTICALS, INC.: By: /s/ HUNTER JACKSON ---------------------------------------Hunter Jackson, Ph.D. Its: PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD Date: March 4, 1997

4

EXHIBIT "A" SERVICES Consultant shall perform for the benefit of the Company the following work, activities and services ("Services") for the period of time specified:

EXHIBIT "A" SERVICES Consultant shall perform for the benefit of the Company the following work, activities and services ("Services") for the period of time specified: Consultant Services on the Company's Research Review Committee and the Medicinal Chemistry Committee From time to time: /X/ Other: / / EXHIBIT "B" COMPENSATION AND EXPENSES (Arrangements for payment of "Compensation" and "Reimbursed Expenses") - Payment for Services for the Research Review Committee is four hundred (400) shares of the Company's common stock, issued under the Company's 1994 Equity Incentive Stock Plan, per semi-annual meeting attended (usually two days per meeting). - Payment for Services for the Medicinal Chemistry Committee is two hundred (200) shares of the Company's common stock, issued under the Company's 1994 Equity Incentive Stock Plan, per quarterly meeting attended (usually one day per meeting).

EXHIBIT "C" AREA OF TECHNOLOGY OF POSSIBLE INTEREST TO CONSULTANT OR OTHERS For the purpose of the Agreement to which this Exhibit is attached, the "Area of Technology of Possible Interest to Consultant or Others" shall be: Consultant knows of no other activities, affiliations or intellectual property interests which may reasonably be expected to interfere with the Company's interests hereunder.
/s/ DONALD E. KUHLA -----------------------------------------Donald E. Kuhla, Ph.D.

Date: March 4, 1997

5

EXHIBIT 10.31 AMENDMENT AGREEMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC.

1997 RESEARCH AGREEMENT AMENDMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND

EXHIBIT 10.31 AMENDMENT AGREEMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC.

1997 RESEARCH AGREEMENT AMENDMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC. Effective March 1, 1997, The Brigham and Women's Hospital, Inc., a Massachusetts not-for-profit corporation having its principal offices at 75 Francis Street, Boston, Massachusetts 02115 (the "Hospital"), and NPS Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 420 Chipeta Way, Salt Lake City, Utah 84108 (the "Company") agree as follows: XVI. BACKGROUND: The Hospital and the Company entered into a certain Research Agreement effective February 19, 1993 as amended by the Research Agreement Amendment effective December 10, 1993, and further amended by the 1996 Research Agreement Amendment effective February 7, 1996 (collectively the "Research Agreement"). The Hospital and the Company now wish to amend said Research Agreement pursuant to the terms of this 1997 Research Agreement Amendment (the "1997 Research Agreement Amendment"). Said 1997 Research Agreement Amendment to become effective the date first above written. Except as specifically amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. XVII. PAYMENTS: The level of funding during the second year of the Extended Performance Period shall be amended to provide for a level of funding of forty-one thousand two hundred fifty dollars ($41,250.00) per quarterly payment beginning March 1, 1997, such that each of the final four (4) scheduled quarterly payments beginning March 1, 1997 shall be forty-one thousand two hundred fifty dollars ($41,250.00).
APPLICABLE PO THE EXTE PAYMENT DATE PAYMENT AMOUNT PERFORMANCE - ------------------------------------------------------------------------ ---------------- ----------March 1, 1997........................................................... $ 41,250.00 03/01/97 to June 1, 1997............................................................ $ 41,250.00 06/01/97 to September 1, 1997....................................................... $ 41,250.00 09/01/97 to December 1, 1997........................................................ $ 41,250.00 12/01/97 to TOTAL:.............................................................. $ 165,000.00 ------------------------------03/01/97 to

XVIII. NOTICES: All notices of every kind and description whatsoever required or permitted under this Research Agreement shall be in writing and shall be deemed to have been received when personally delivered or when mailed through the U.S. Postal Service, postage prepaid, return receipt requested, or 1

1997 RESEARCH AGREEMENT AMENDMENT BETWEEN THE BRIGHAM AND WOMEN'S HOSPITAL, INC. AND NPS PHARMACEUTICALS, INC. Effective March 1, 1997, The Brigham and Women's Hospital, Inc., a Massachusetts not-for-profit corporation having its principal offices at 75 Francis Street, Boston, Massachusetts 02115 (the "Hospital"), and NPS Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 420 Chipeta Way, Salt Lake City, Utah 84108 (the "Company") agree as follows: XVI. BACKGROUND: The Hospital and the Company entered into a certain Research Agreement effective February 19, 1993 as amended by the Research Agreement Amendment effective December 10, 1993, and further amended by the 1996 Research Agreement Amendment effective February 7, 1996 (collectively the "Research Agreement"). The Hospital and the Company now wish to amend said Research Agreement pursuant to the terms of this 1997 Research Agreement Amendment (the "1997 Research Agreement Amendment"). Said 1997 Research Agreement Amendment to become effective the date first above written. Except as specifically amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. XVII. PAYMENTS: The level of funding during the second year of the Extended Performance Period shall be amended to provide for a level of funding of forty-one thousand two hundred fifty dollars ($41,250.00) per quarterly payment beginning March 1, 1997, such that each of the final four (4) scheduled quarterly payments beginning March 1, 1997 shall be forty-one thousand two hundred fifty dollars ($41,250.00).
APPLICABLE PO THE EXTE PAYMENT DATE PAYMENT AMOUNT PERFORMANCE - ------------------------------------------------------------------------ ---------------- ----------March 1, 1997........................................................... $ 41,250.00 03/01/97 to June 1, 1997............................................................ $ 41,250.00 06/01/97 to September 1, 1997....................................................... $ 41,250.00 09/01/97 to December 1, 1997........................................................ $ 41,250.00 12/01/97 to TOTAL:.............................................................. $ 165,000.00 ------------------------------03/01/97 to

XVIII. NOTICES: All notices of every kind and description whatsoever required or permitted under this Research Agreement shall be in writing and shall be deemed to have been received when personally delivered or when mailed through the U.S. Postal Service, postage prepaid, return receipt requested, or 1

when shipped by private express carrier, shipment charges prepaid, to the party to whom delivery shall be made at the respective addresses as set out below.
HOSPITAL: NPS (COMPANY): [SAME AS IN THE ORIGINAL RESEARCH AGREEMENT] NPS Pharmaceuticals, Inc. Attn: Kimberly V. Rogers 420 Chipeta Way Salt Lake City, Utah 84108

when shipped by private express carrier, shipment charges prepaid, to the party to whom delivery shall be made at the respective addresses as set out below.
HOSPITAL: NPS (COMPANY): [SAME AS IN THE ORIGINAL RESEARCH AGREEMENT] NPS Pharmaceuticals, Inc. Attn: Kimberly V. Rogers 420 Chipeta Way Salt Lake City, Utah 84108 NPS Pharmaceuticals, Inc. Attn: Senior Corporate Counsel 420 Chipeta Way Salt Lake City, Utah 84108

with a copy to:

XIX. RESEARCH PLAN: The parties acknowledge that the Research Plan for Project Plan Year 5 for the period March 1, 1997 through February 29, 1998 shall be as attached to the fax message from Dr. Brown to Kimberly V. Rogers, Ph.D. of NPS dated February 20, 1997. The parties further acknowledge that Dr. Steve Hebert has separated or is to separate from the Hospital and effective March 1, 1997, he is no longer conducting research under the Brown/Hebert Funded Research Program. XX. RESEARCH AGREEMENT: Except as amended hereby, the Research Agreement remains in full force and effect pursuant to the terms thereof. EXECUTED by the respective duly authorized officers or agents of the Hospital and the Company to be effective as of the date and year first above written.
NPS PHARMACEUTICALS, INC. THE BRIGHAM AND WOMEN'S HOSPITAL INC.

/S/ JAMES U. By: /s/ BRIAN N. JENSEN HICKS - --------------------------------------------------------------------James U. Jensen Brian N. Hicks Its: VICE Its: ACTING DIRECTOR, VENTURES PRESIDENT DEPARTMENT Acknowledged: /s/ EDWARD M. BROWN ---------------------------Edward M. Brown

BY:

2

EXHIBIT 11.1 STATEMENT REGARDING CALCULATION OF NET LOSS PER SHARE

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ----------------------------------------------------------------

EXHIBIT 11.1 STATEMENT REGARDING CALCULATION OF NET LOSS PER SHARE

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------1992 1993 1994 1995 1 ------------- ------------- ------------ ------------- ----$ (2,607,359) $ (7,158,581) $ 6,756,333 $ (3,318,091) $ 6 ------------- ------------- ------------ ------------- ----------------- ------------- ------------ ------------- ----1,076,500 1,208,100 5,977,300 6,924,400 10

Net loss...............................

Weighted average common shares outstanding during the period........ Weighted average common stock equivalents outstanding during the period............................... Weighted average preferred shares, as converted to common stock, outstanding during the period........ Stock options treated in accordance with Staff Accounting Bulletin No. 83................................... Shares used in Computation.............

--

--

--

--

1,466,200

2,339,600

--

--

Net Loss per share.....................

203,300 ------------2,746,000 ------------------------$ (0.95) -------------------------

203,300 ------------3,751,000 ------------------------$ (1.91) -------------------------

------------5,977,300 ----------------------$ 1.13 -----------------------

-------------6,924,400 ------------------------$ (0.48) -------------------------

----11 --------$ ---------

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc.

EXHIBIT 11.1 NPS PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT REGARDING COMPUTATION OF NET LOSS PER SHARE
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------1992 1993 1994 1995 1 ------------- ------------- ------------ ------------- ----$ (2,607,359) $ (7,158,581) $ 6,756,333 $ (3,318,091) $ 6 ------------- ------------- ------------ ------------- ----------------- ------------- ------------ ------------- ----1,076,500 1,208,100 5,977,300 6,924,400 10

Net loss...............................

Weighted average common shares outstanding during the period........ Weighted average common stock equivalents outstanding during the period............................... Weighted average preferred shares, as converted to common stock, outstanding during the period........ Stock options treated in accordance with Staff Accounting Bulletin No. 83................................... Shares used in Computation.............

--

--

--

--

1,466,200

2,339,600

--

--

Net Loss per share.....................

203,300 ------------2,746,000 ------------------------$ (0.95) -------------------------

203,300 ------------3,751,000 ------------------------$ (1.91) -------------------------

------------5,977,300 ----------------------$ 1.13 -----------------------

-------------6,924,400 ------------------------$ (0.48) -------------------------

----11 --------$ ---------

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0

ACCOUNTANTS' CONSENT The Board of Directors NPS Pharmaceuticals, Inc.: We consent to incorporation by reference in Registration Statement No. 333-02564 on Form S-3 and registration statement No. 33-79622 on Form S-8 of NPS Pharmaceuticals, Inc. of our report dated February 21, 1997, relating to the balance sheets of NPS Pharmaceuticals, Inc. as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and for the period from October 22, 1986 (inception) to December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K of NPS Pharmaceuticals, Inc. KPMG Peat Marwick LLP Salt Lake City, Utah March 26, 1996

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1996 DEC 31 1996 68,961,764 0 415,208 0 0 69,376,972 5,257,370 2,477,665 72,159,944 1,963,603 0 0 0 11,807 69,857,705 72,159,944 0 20,342,330 0 0 16,437,695 0 141,705 6,454,687 350,000 6,104,687 0 0 0 6,104,687 0.55 0


								
To top