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                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                   For the fiscal year ended December 31, 1997

        [ ] 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 0-28782

                                   ----------

                              NEOTHERAPEUTICS, INC.
                 (Name of Small Business Issuer in its charter)

            DELAWARE                                             93-0979187
    (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                            Identification No.)

      157 TECHNOLOGY DRIVE
       IRVINE, CALIFORNIA                                         92618
(Address of principal executive offices)                        (Zip Code)

     Issuers telephone number:                               (714) 788-6700

                                   ----------

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: N/A

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

                          Common Stock, $.001 par value
                         Common Stock Purchase Warrants

                                   ----------

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Revenues for the issuer's most recent fiscal year were $0.

The aggregate market value of the voting stock held by non-affiliates as of
December 31, 1997 was $43,949,199.

As of March 16, 1998, there were 5,474,307 shares of the issuer's common stock
outstanding.

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                          DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                TABLE OF CONTENTS



<TABLE>
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<S>            <C>                                                              <C> 

PART I


  Item 1.      Description of Business........................................     3


  Item 2.      Description of Property........................................    17


  Item 3.      Legal Proceedings..............................................    18


  Item 4.      Submission of Matters to a Vote of Security Holders............    18


PART II


  Item 5.      Market for Common Equity and Related Stockholder Matters.......    18


  Item 6.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations................    19


  Item 7.      Financial Statements...........................................    21


  Item 8.      Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure.......................    39


PART III


  Item 9.      Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act............    39


  Item 10.     Executive Compensation.........................................    41


  Item 11.     Security Ownership of Certain Beneficial Owners
                 and Management...............................................    44


  Item 12.     Certain Relationships and Related Transactions.................    45


  Item 13.     Exhibits, List and Reports on Form 8-K.........................    47

SIGNATURES     ...............................................................    49
</TABLE>



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        This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The Company's actual results may differ
materially from the results projected in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in "ITEM 1 "Description of Business", including the section therein
entitled "Risk Factors Which May Affect Future Performance," and in "ITEM 6 -
Discussion and Analysis of Financial Condition and Results of Operations." In
this report, wherever an asterisk ("*") appears, the foregoing statement is a
forward-looking statement. Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. There
are a number of important factors that could cause the results of the Company
to differ materially from those indicated by such forward-looking statements,
including those detailed under the heading "Factors Which May Affect Future
Performance."


                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

        The Company was incorporated in Colorado in December 1987. On August 7,
1996, the Company changed its name from Americus Funding Corporation to
NeoTherapeutics, Inc. In June 1997, the stockholders approved the
reincorporation of NeoTherapeutics, Inc. as a Delaware corporation. A wholly
owned subsidiary, Advanced Immunotherapeutics, Inc. ("AIT"), was incorporated as
a California corporation in June 1987. In July 1989, in a transaction accounted
for as a reverse acquisition, all of the shareholders of AIT exchanged all of
their shares of AIT common stock for shares of the Company's common stock, and
AIT became a wholly-owned subsidiary of the Company. In April 1997, the Company
established NeoTherapeutics GmbH ("NEOT GmbH"), a wholly owned subsidiary in
Switzerland, for the purpose of conducting future licensing and other related
activities in the international market. Unless the context otherwise requires,
all references to the "Company" and "NeoTherapeutics" refer to NeoTherapeutics,
Inc., a Delaware corporation, AIT and NEOT GmbH, as a consolidated entity. The 
Company's executive offices are located at 157 Technology Drive, Irvine, CA 
92618, and its telephone number is (714) 788-6700. Effective April 18, 1998, 
the Company's telephone number will be (949) 788-6700.

        The Company is a development stage biopharmaceutical company engaged in
the discovery and development of novel therapeutic drugs intended to treat
neurodegenerative diseases and conditions, such as memory deficits associated
with Alzheimer's disease and aging, stroke, spinal cord injuries and Parkinson's
disease. The Company's initial product candidate, AIT-082, and its other
compounds under development are based on the Company's patented technology. This
technology uses small synthetic molecules to create non-toxic compounds,
intended to be administered orally or by injection, that are capable of passing
through the blood-brain barrier to rapidly act upon specific target cells in
selected locations in the central nervous system, including the brain. Animal
and laboratory tests have shown that the Company's AIT-082 compound appears to
selectively increase the production of certain neurotrophins, a type of large
protein, in the brain and spinal cord. These neurotrophins regulate nerve cell
growth and function. The Company's technology has been developed to capitalize
on the beneficial effects of these proteins, which have been widely acknowledged
to be closely involved in the early formation and differentiation of the central
nervous system. The Company believes that AIT-082 could have prophylactic,
therapeutic and regenerative effects.

        The Company's developmental activities to date have benefited from a
close association with the National Institutes of Health ("NIH"). The NIH's
National Institute on Aging ("NIA") has funded a portion of the pre-clinical
studies on the Company's AIT-082 compound, including toxicity studies. The NIA
has committed to fund and conduct two Phase I clinical trials under the auspices
of its Alzheimer's Disease Cooperative Study ("ADCS"), a consortium of
approximately 35 highly regarded clinical centers throughout the United States.
The NIH's National Institute for Mental Health ("NIMH") has also supported the
Company's development efforts by providing funds, along with the NIA, for the
production of sufficient quantities of the AIT-082 compound to complete
pre-clinical toxicity testing and the two Phase I human clinical trials
conducted or to be conducted by the ADCS.

        In July 1997, an Investigational New Drug Application ("IND") for
AIT-082 was approved by the U.S. FDA and Phase I human clinical testing in the
United States for the treatment of Alzheimer's disease began. In addition
AIT-082 received a physician's IND in Canada, where two Phase I clinical
trials for testing for the treatment of Alzheimer's disease have been completed.
The Company believes that AIT-082 is the first orally active drug to enter human
clinical trials that is specifically designed to address the issue of nerve
regeneration. In pre-clinical trials, AIT-082 has been shown to induce the
production of three neurotrophic factors, NGF, NT-3 and bFGF in the brain. These
three factors have been reported to induce the multiplication and functional
maturation, in the brain, of cholinergic neurons, those neurons known to die 

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in patients who have died from Alzheimer's disease. The Company believes that
AIT-082 is the only compound in human clinical trials that has activated, in
animals, multiple genes to produce three different neurotrophic factors in the
specific areas of the brain associated with memory loss.

        The Company recognizes the need to ensure its operations will not be
adversely affected by the "Year 2000" software failures as such problems may
affect its or its major vendors' computer systems and software. The Company is
addressing this risk to the availability and integrity of financial systems and
the reliability of operational systems. This assessment, which is ongoing,
consists, in part, of testing internal computer hardware and software systems,
and obtaining assurances from its major vendors that their systems are or are
expected to be in compliance with the Year 2000 problem. Based on the work done
to date, the Company believes that, with respect to its internal computer
hardware and software systems, it is in compliance. The Company also believes
that, with respect to the computer systems of its major outside vendors, that
should a Year 2000 problem exist whereby a vendor was unable to address the
Company's needs, alternative vendors are readily available that could furnish
the Company with the same or similar supplies or services that it presently
receives from these vendors without undue cost or expense.


INTRODUCTION TO THE CENTRAL NERVOUS SYSTEM

        The human brain contains some 10 billion nerve cells, or neurons, each
of which has connections with many other neurons. Sensory, motor and cognitive
activities are all governed by this complex network of neurons, each member of
which communicates with other neurons across junctions known as "synapses."
Communication between neurons involves chemical "messengers" known as
neurotransmitters, which are released by the sending neuron, diffuse across a
small gap, and bind to corresponding receptors on the receiving neuron. Abnormal
neuronal communication has been implicated in a range of psychiatric and
neurological disorders, including memory deficits, schizophrenia, depression,
anxiety, Parkinson's disease and eating disorders.

        The treatment of most diseases is facilitated by cell regeneration, a
natural component of human healing. However, in the highly complex realm of
neurological diseases, treatment is more difficult because neurons do not
naturally regenerate after maturity. Currently available drugs for the treatment
of such significant neurological disorders as Alzheimer's and Parkinson's
diseases act by increasing or replacing supplies of critical neurotransmitters,
but provide time-limited benefits at best. These benefits are limited because
the eventual loss of neuronal cells without regeneration means there is
eventually few nerve cells for those neurotransmitters to activate.

        Much of the early neuroscience-oriented biotechnology research centered
on the investigation of certain proteins, known as neurotrophins or neurotrophic
factors, which are necessary to the early development of neurons as well as
their long-term maintenance and survival. These substances are involved in the
fundamental formation and shaping of the nervous system. Given their role in the
early neuron development and maintenance, it has been hypothesized that these
neurotrophic factors could be used in the treatment of neurodegenerative
diseases.

        Since neurons do not naturally regenerate following damage or disease,
substantial research has been conducted by academic researchers and by the
pharmaceutical industry in developing these factors as possible treatments for a
variety of neurological disorders. To date, the usefulness of these factors has
been limited by their inability to pass the blood-brain barrier, which serves as
a "filter" to keep molecules larger than a certain size from leaving the
bloodstream and entering the brain and spinal cord. Therefore, neurotrophic
factors, which are large protein molecules, cannot be administered orally or
through injection into the bloodstream.

        There are currently three alternative approaches to achieving
blood-brain barrier access. One approach is to introduce neurotrophic factors by
direct injection into the brain through a catheter inserted into a hole drilled
into the skull. While this treatment has achieved some success in alleviating
some of the symptoms of Alzheimer's disease, the prospect for infection and the
inconvenience and expense of the procedure have limited its practical usefulness
to date. The second approach is to temporarily break down the blood-brain
barrier, which would allow molecules of all sizes (including therapeutic as well
as toxic or infectious agents) to enter into the central nervous system. This
approach is in the early stage of development, and its utility has not been
established.


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        The third approach, the one taken by the Company, is to find small
molecules which can pass through the blood-brain barrier and which can be
administered orally or through injection into the bloodstream. The
small-molecule approach taken by the Company, if successful, could lead to the
development of compounds which can either mimic the actions of the larger
molecule neurotrophic factors or stimulate the production of such factors within
the brain, after administration either orally or through injection. The Company
believes that such a development could represent a major advance in the
treatment of neurological disorders.

Neurotrophic Factors

        The Company's compounds modify biological processes that involve
neurotrophic factors. In the past, research on neurotrophic factors has been
greatly hampered by the fact that such factors naturally exist only in small
quantities. However, advances in cloning these factors over the past few years
have made them more available for research. The neurotrophic factors of greatest
research interest to the Company are:

     o  NGF (Nerve Growth Factor): NGF has been shown to be essential to the
        development and maintenance of peripheral sensory and sympathetic system
        neurons, as well as central cholinergic neurons that are clustered in
        the hippocampus and cortex areas of the brain. These sites of activity
        imply possible relevance to Alzheimer's disease degeneration, since it
        is the loss of cholinergic neurons in those areas which is believed
        integral to the loss of memory functions characteristic of that disease.
        Animal studies have shown that NGF can reverse neuronal functional
        deficits induced by natural aging and by experimental surgical lesions
        of the brain. Direct administration of NGF into the brain through a
        catheter inserted into a hole drilled into the skull has led to an
        improvement in spatial memory in aged rats. Similarly, the direct
        administration of NGF into the brain of a limited number of Alzheimer's
        disease patients has been shown to cause an improvement in short-term
        memory.

     o  NT-3 (Neurotrophin-3): like NGF , NT-3 stimulates neurite fiber growth.
        NT-3 appears potentially useful in the treatment of some sensory
        neuropathies, which are impairments of an individual's subjective
        awareness of his or her own muscle motion and body positioning, and are
        encountered in diabetics and in patients receiving chemotherapy for
        cancer. Infusion of NT-3 directly into the brain has led to improvement
        in spatial memory in aged rats.

     o  bFGF (Fibroblast Growth Factor, basic): bFGF is neuroprotective and may
        promote the proliferation of certain immature nerve cells. While the
        exact relevance of bFGF to disease is currently being established, it
        appears to be the only neurotrophin that causes proliferation of nerve
        cells. Based on these observations, the long-held belief that new
        neurons cannot be generated in adults is being reconsidered. The ability
        to produce new neurons could have implications in a variety of diseases
        where neurons have been destroyed, such as Alzheimer's disease, spinal
        cord injuries and stroke.

THE COMPANY'S DRUG DEVELOPMENT STRATEGY

        The Company is engaged in research that has primarily focused on the
development of new drugs that act on the nervous system to treat diseases and
conditions characterized by a memory impairment, such as Alzheimer's disease,
memory impairment associated with aging and stroke, as well as spinal cord 
injuries and Parkinson's disease.

        The technical strategy employed by the Company is the synthesis of
proprietary chemical molecules that modify specific biological processes in the
body. The methods by which the molecules are synthesized are proprietary and
specific molecules and their methods of use have been patented by the Company.
The Company's drug design methods are based upon the use of hypoxanthine, a
natural non-toxic purine compound which is contained in the genetic material of
all living matter. Hypoxanthine is chemically linked to a variety of other
molecules in order to produce the Company's proprietary AIT series of compounds.
The various molecules that are linked to hypoxanthine are selected from known
drugs that have established therapeutic activity, producing a potentially
bi-functional compound. These compounds exhibit certain functional features of
both hypoxanthine (including its ability to facilitate passage through the
blood-brain barrier) and the linked therapeutic drugs. Chemical and behavioral
studies have given the Company reason to believe that this compound synthesis
and selection process increases the probability that the new AIT compounds will
retain the efficacy exhibited by their "parent" drugs.

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        The Company conducts the synthesis and early testing to establish
therapeutic potential necessary to obtain patents on new compounds. In that
regard, the Company has conducted pre-clinical testing of the safety and
efficacy of certain of its compounds and intends to file an Investigational New
Drug Application ("IND") for each such compound. With respect to the Company's
AIT-082 compound, some Phase I clinical trials will be conducted by the ADCS,
and the Company intends to conduct all other clinical trials pending.* The 
Company intends to seek out large pharmaceutical companies as partners for the 
development, manufacture and marketing of certain of its other compounds.*

PRODUCTS IN DEVELOPMENT

        The table below summarizes the primary indications and development
status for some of NeoTherapeutics' current research and development programs.



<TABLE>
<CAPTION>
    PRODUCT            INDICATIONS                      DEVELOPMENT STATUS
- -------------------------------------------------------------------------------------------------------
<S>              <C>                      <C>                <C>                                       
AIT-082          Alzheimer's Disease      Phase I (U.S.):    One clinical trial completed(1)
                                          Phase I (Canada):  Two clinical trials completed(1)
                                          Phase I (U.S.):    One clinical trial in process
                                          Phase I (U.S.):    Clinical  trial planned for Q2-Q3, 1998*
                                          Phase II (U.S.):   Clinical trial planned for early Q3, 1998*
                 Spinal Cord Injury       Pre-IND:           Clinical trial planned for 1998*
                 Stroke                   Pre-IND
- -------------------------------------------------------------------------------------------------------
AIT-034          Severe Dementia          Pre-IND:           IND Submission planned Q1, 1999*
- -------------------------------------------------------------------------------------------------------
AIT-202          Depression; weight loss  Pre-IND
- -------------------------------------------------------------------------------------------------------
AIT-203          Parkinson's Disease      Pre-IND
- -------------------------------------------------------------------------------------------------------
AIT-297          Migraine                 Pre-IND
- -------------------------------------------------------------------------------------------------------
</TABLE>

  (1)  Final clinical report is not yet completed.

        No assurance can be made that any of the Company's compounds will prove
to be effective treatments for the indicated diseases or conditions or for any
other purposes, or that any such compounds will receive FDA approval.


AIT-082

        The Company's AIT-082 compound is the most extensively studied compound
in the AIT series and has been the primary focus of the Company's research
efforts. AIT-082 has been shown in animal studies to enhance working (or recent)
memory, the type of memory which is deficient in patients suffering from
Alzheimer's disease. In addition, the Company believes that AIT-082 has
potential as a treatment for memory impairments that are seen in children, aged
and stroke patients. AIT-082 also has potential for treatment of patients with
nerve damage such as stroke and spinal cord injury.

        Pre-clinical testing involving laboratory animals conducted by the
Company and independent research institutions has indicated that AIT-082
exhibits the following properties and/or effects:

        o       Memory: Shown to reduce, delay and prevent memory deficits in
                aged animals; shown to enhance memory function in young and aged
                animals.

        o       Toxicity: Shown to be non-toxic at the highest testable dosage
                in dogs (1,000 mg/kg) and rats (3,000 mg/kg).

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        o       Dosage: Effective over a wide range of doses, with effectiveness
                observed at doses as low as 0.5 mg/kg and up to 60 mg/kg; a
                single dose has been observed to have measurable effects for
                more than seven days.

        o       Administration: Active both orally and through injection.

        o       Side effects: Has no measured effect in mice on neurological
                parameters such as learning rate, motivation, performance or
                locomotor activity.

        Until completion of human clinical trials, there can be no assurance
that these properties and/or effects can be replicated in humans.

        The Company has shown that when administered to neurons in tissue
culture, AIT-082 can induce the same neurite outgrowth effects as NGF. The
Company has also shown that AIT-082 causes the production of NGF, NT-3 and bFGF
messenger RNA in tissue culture. In addition, the Company has demonstrated that
oral administration of AIT-082 increases the levels of NGF, NT-3 and bFGF
messenger RNA in the hippocampus and frontal cortex of aged mice. Other
researchers have shown in animals that administration of multiple neurotrophins
may be more effective as a treatment method than the administration of a single
neurotrophic factor. The Company believes that AIT-082's mechanism of action
(after it has passed through the blood-brain barrier) involves activating the
genes that lead to the production of a number of different neurotrophins.
Neurotrophiic factors themselves are not orally active and do not pass the
blood-brain barrier. Therefore, should oral AIT-082 prove to be an effective
treatment for neurological disorders, it could have two distinct practical
advantages over NGF, NT-3 or bFGF administered alone directly into the brain as
a treatment for such disorders: (i) it can be administered orally; and (ii) it
induces the production of multiple neuotrophic factors in those areas of the
brain associated with memory.

        The NIA and the NIMH have contracted for and completed production of
sufficient quantities of AIT-082 to conduct subchronic animal toxicity studies
and early human clinical trials and have provided the funding for these
contracts. An IND was approved for AIT-082 by the U.S. FDA in June 1997.

        The ADCS has reviewed the Company's pre-clinical test data and has
approved conducting such clinical trials with AIT-082 after FDA approval of the
Company's IND. A Phase I clinical study of AIT-082 in the United States began in
July 1997. This study and one additional study to be initiated in the second
quarter of 1998 will be paid for and conducted in the United States by the ADCS.
The final clinical report of the first study will be completed in the third
quarter of 1998. The ADCS is a consortium of approximately 35 United States
clinical centers funded by the NIA to conduct Alzheimer's disease clinical
research. In September 1997, the Geriatric Research Group and Memory Clinic,
McMaster University, Hamilton, Ontario, completed two Phase I clinical trials on
AIT-082. Preliminary results from these clinical trials (conducted on
Alzheimer's patients) confirmed that AIT-082 is rapidly absorbed after oral
administration and produces no serious side effects at high doses. The Company
expects that it will have to fund additional animal and human studies that may
include two Phase II and possibly two Phase III human clinical studies prior to
submitting AIT-082 to the FDA for marketing approval. There can be no assurance,
however, that clinical trials of AIT-082 will be successful, that the marketing
of AIT-082 will be approved by the FDA, or that AIT-082 can be successfully
marketed to its targeted population. See "- Drug Approval Process and Government
Regulation."

Other Compounds in Development

        Due to the historically limited resources available to the Company and
the Company's decision to focus those resources on the development of its
AIT-082 compound, its other compounds are in earlier stages of development.
These compounds include:

        AIT-034: AIT-034 is a distinct chemical analog of AIT-082 that has been
demonstrated in animal studies to enhance memory and to reverse memory deficits
in severely impaired animals that do not respond to AIT-082. AIT-034 does not
induce the production of NGF, and its mechanism of action is therefore believed
to be different than AIT-082. The Company believes that AIT-034 could be a
complementary product for Alzheimer's disease. The Company expects initial
toxicity studies on AIT-034 to commence in 1998.*

        AIT-203: AIT-203 is a chemical derivative of hypoxanthine and dopamine.
The Company believes that AIT-203 has the potential of being developed as a
product for the treatment of Parkinson's disease. The Company plans to expand
pre-clinical testing and initiate toxicity studies on AIT-203 in 1999.*

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        AIT-297: AIT-297 is a derivative of hypoxanthine that has shown in
preliminary studies activities which indicate its potential use for migraine and
hypertension. The Company anticipates expanding pre-clinical testing and
initiating toxicity studies on AIT-297 in 1999.*

        Until extensive further development and testing is completed, which will
take many years, if undertaken at all, the therapeutic and other effects of
these compounds cannot be established.


PRIMARY THERAPEUTIC TARGETS

        Alzheimer's Disease. Alzheimer's disease is a neurodegenerative brain
disorder that leads to progressive memory loss and dementia. Alzheimer's disease
generally follows a course of deterioration over eight years or more, with the
earliest symptom being impairment of short-term memory. Alzheimer's disease is
now recognized as the most common cause of severe intellectual impairment in
persons over the age of 65 in the United States, with approximately four million
Americans diagnosed as suffering from Alzheimer's disease. The number of
Alzheimer's disease patients is expected to reach 14 million by 2050.
Alzheimer's disease is the fourth leading cause of death in the United States
with approximately 100,000 deaths per year. The National Alzheimer's Association
has estimated that the overall care costs for the treatment and care of the
estimated four million United States Alzheimer's disease patients is $100
billion per year.

        The Company is testing two compounds, AIT-082 and AIT-034, which have
shown preliminary indications in animals of enhancing or restoring memory, and
have potential to be used to treat Alzheimer's disease patients.

        Memory Impairment Associated with Aging. Because the populations of
developed countries are increasingly becoming older, the costs and social burden
of medical care and housing of aged persons suffering from mentally
deteriorative diseases is increasing. The availability of a drug to reduce the
memory impairments associated with aging would not only have a significant
economic impact but would also greatly improve the quality of life for the
elderly population. Both AIT-082 and AIT-034 have shown to be effective in
ameliorating memory loss associated with aging in mice.

        Stroke. Among older Americans, stroke ranks as the third leading cause
of death. An estimated 500,000 people in the United States suffer strokes each
year. The costs associated with the treatment and care of stroke patients are
estimated to be approximately $25 billion per year. Most therapeutic approaches
to treating strokes are directed towards correcting the circulatory deficit or
to blocking the toxic effects of chemicals released in the brain at the time of
the stroke. The Company is focusing its emphasis in the treatment of strokes on
protecting the cells from injury or degeneration caused by strokes. Since
AIT-082 has the potential to enhance nerve regeneration, the Company believes
that AIT-082 may prove useful in the treatment of stroke.

        Spinal Cord Injury. There are an estimated 200,000 severely disabled
survivors of spinal cord trauma in the United States with approximately 10,000
new injuries each year. The cost of care and services for these individuals is
estimated to exceed $10 billion per year. Significant research efforts are
currently being focused on the neurotrophic factors that can initiate and
support new cell development, guide new or damaged nerves to appropriate targets
and maintain neuronal function. Animal studies have shown that functional
restorations are possible with appropriate neurotrophic factors. A major
obstacle to the effective use of these neurotrophic factors is the delivery of
the appropriate neurotrophin to the site of damage. AIT-082 has been shown in
mice to cause the production of several neurotrophic factors in the spinal cord
after oral administration, demonstrating that it can effectively penetrate the
blood-brain barrier. The Company believes that AIT-082 could potentially be used
to stimulate the regeneration of nerves damaged by spinal cord injury. The
Company has paid $50,000 and has committed an additional $50,000 for the
establishment of a NeoTherapeutics Fellowship as part of the Reeve-Irvine
Research Center for spinal cord injury at the University of California, Irvine.

BUSINESS STRATEGY

Marketing and Sales

        The Company does not currently sell any products and therefore has
no marketing, sales, or distribution organization. However, under the terms of
any contemplated licensing agreement for developing and commercializing AIT-082
or any of its products, the Company may retain an option to co-market the
product in the United States.

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<PAGE>   9
        The Company believes the support of the NIA and NIMH, along with the
clinical arm of the NIA's research on Alzheimer's disease, the Alzheimer's
Disease Cooperative Study (ADCS), contributes significantly to the future 
marketing and educational efforts directed to physicians who treat Alzheimer's 
disease patients. The Company believes that this exposure to the leaders in the
field of neurodegenerative diseases may reduce the time and marketing costs 
required to introduce the Company's products when and if they are approved by 
the FDA.*

Production

        The Company currently has its compounds manufactured in large scale
by third party vendors and has no plans to establish its own manufacturing
facilities. In connection with any licensing arrangements it may enter into, the
Company intends to retain the rights to control the manufacturing and sale of
its compounds to its licensees. Preliminary estimates indicate that AIT-082 can
be manufactured cost effectively.

Strategic Alliance

        The Company believes that its patented technology platform provides
a major commercial opportunity for developing strategic alliances with larger
pharmaceutical companies. It is the intent of the Company to complete a series
of strategic alliances with multi-national or large regional pharmaceutical
companies having substantial financial capacity, marketing capability and
clinical development expertise.* Any potential collaborations will enable the
Company to focus on its inherent strength; namely, exploitation of the
technology platform to develop additional novel therapies.*

        The most common phase in which industry collaborations are completed is
the discovery stage, since a license for early stage discoveries generally cost
a large pharmaceutical company much less than licensing later stage products.
For this reason, the Company chose to postpone the structuring of a corporate
sponsored licensing agreement for AIT-082, in favor of an early stage,
government assisted development program. By completing strategic alliances later
in the development cycle, the Company believes this may create an improved value
for its' shareholders that may be reflected in the enhanced terms of any
licensing agreement.*

Contemplated Licensing Terms for AIT-082

        In general, the terms of a licensing agreement anticipated by the
Company for its lead compound, AIT-082, will include an up front payment,
sustaining research and development payments, milestone payments, and royalties
on product sales.*

        From time to time, the Company is engaged in licensing discussions with
one or more multinational or regional pharmaceutical companies. No assurance can
be made that any such discussions will result in a commercial transaction on
terms acceptable to the Company.

DRUG APPROVAL PROCESS AND OTHER GOVERNMENT REGULATION

        The production and marketing of the Company's products and its research
and development activities are subject to regulation for safety, efficacy and
quality by numerous governmental authorities in the United States and other
countries. In the United States, drugs are subject to rigorous regulation. The
Federal Food, Drug and Cosmetics Act, as amended, and the regulations
promulgated thereunder, as well as other federal and state statutes and
regulations, govern, among other things, the testing, manufacture, safety,
efficacy, labeling, storage, record keeping, approval, advertising and promotion
of the Company's proposed products. Product development and approval within this
regulatory framework take a number of years and involve the expenditure of
substantial resources. In addition to obtaining FDA approval for each product,
each drug manufacturing establishment must be registered with, and approved by,
the FDA. Domestic manufacturing establishments are subject to regular
inspections by the FDA and must comply with Good Manufacturing Practices
("GMP"). To supply products for use in the United States, foreign manufacturing
establishments must also comply with GMP and are subject to periodic inspection
by the FDA or by regulatory authorities in certain of such countries under
reciprocal agreements with the FDA. Drug product

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<PAGE>   10

and drug substance manufacturing establishments located in California also must
be licensed by the State of California in compliance with local regulatory
requirements.

        New Drug Development and Approval. The United States system of new drug
approval is one of the most rigorous in the world. According to a February 1993
report by the Congressional Office of Technology Assessment, it costs an average
of $359 million and takes an average of 15 years from discovery of a compound to
bring a single new pharmaceutical product to market. Approximately one in 1,000
compounds that enter the pre-clinical testing stage eventually makes it to human
testing and only one-fifth of those are ultimately approved for
commercialization. In recent years, societal and governmental pressures have
created the expectation that drug discovery and development costs can be reduced
without sacrificing safety, efficacy and innovation. The need to significantly
improve or provide alternative strategies for successful pharmaceutical
discovery, research and development remains a major health care industry
challenge.

        Drug Discovery. In the initial stages of drug discovery before a
compound reaches the laboratory, typically thousands of potential compounds are
randomly screened for activity in an assay assumed to be predictive of a
particular disease process. This drug discovery process can take several years.
Once a "screening lead" or starting point for drug development is found,
isolation and structural determination is initiated. Numerous chemical
modifications are made to the screening lead (called "rational synthesis") in an
attempt to improve the drug properties of the lead. After a compound emerges
from the above process, it is subjected to further studies on the mechanism of
action, further in vitro screening against particular disease targets and
finally, in vivo animal screening. If the compound passes these evaluation
points, animal toxicology is performed to begin to analyze the potential toxic
effects of the compound, and if the results indicate acceptable toxicity
findings, the compound emerges from the basic research mode and moves into the
pre-clinical phase.

        Pre-clinical Testing. During the pre-clinical testing stage, laboratory
and animal studies are conducted to show biological activity of the compound
against the targeted disease, and that the compound is evaluated for safety.
These tests can take up to three years or more to complete.

        Investigational New Drug Application (IND). After pre-clinical testing,
an IND is submitted to the FDA to begin human testing of the drug. The IND
becomes effective if the FDA does not reject it within 30 days. The IND must
indicate the results of previous experiments, how, where and by whom the new
studies will be conducted, how the chemical compound is manufactured, the method
by which it is believed to work in the human body, and any toxic effects of the
compound found in the animal studies. In addition, the IND clinical protocol
must be reviewed and approved by an Institutional Review Board comprised of
physicians and lay people at a hospital or clinic where the proposed studies
will be conducted. Progress reports detailing the results of the clinical trials
must be submitted at least annually to the FDA.

        Phase I Clinical Trials. After an IND becomes effective, Phase I human
clinical trials can begin. These studies, involving usually between 20 and 80
healthy volunteers, can take up to one year or more to complete. The studies
determine a drug's safety profile, including the safe dosage range. The Phase I
clinical studies also determine how a drug is absorbed, distributed, metabolized
and excreted by the body, as well as the duration of its action.

        Phase II Clinical Trials. In Phase II clinical trials, controlled
studies of approximately 100 to 300 volunteer patients with the targeted disease
assess the drug's effectiveness. These studies are designed primarily to
evaluate the effectiveness of the drug on the volunteer patients as well as to
determine if there are any side effects on these patients. These studies can
take up to two years or more. In addition, Phase I/II clinical trials may be
conducted that evaluate not only the efficacy but also the safety of the drug on
the targeted patient population.

        Phase III Clinical Trials. This phase can last up to three years or more
and usually involves 1,000 to 3,000 patients with the targeted disease. During
the Phase III clinical trials, physicians monitor the patients to determine
efficacy and to observe and report any adverse reactions that may result from
long-term and more widespread use of the drug.

        New Drug Application (NDA). After completion of all three clinical trial
phases, the data is analyzed and, if the data indicates that the drug is safe
and effective, an NDA is filed with the FDA. The NDA must contain all of the
information on the drug that has been gathered to date, including data from the
clinical 

                                       10

<PAGE>   11

trials. NDAs are often over 100,000 pages in length. After passage of the
Prescription Drug User Fee Act, average review times for new medicine
applications dropped from nearly 30 months in 1992 to less than 18 months in
1996.

        Fast Track Review. In December 1992, the FDA formalized procedures for
accelerating the approval of drugs to be marketed for the treatment of certain
serious diseases for which no satisfactory alternative treatment exists, such as
Alzheimer's disease and AIDS. If it is demonstrated that the drug has a positive
effect on disease course during Phase II clinical trials, then the FDA may
approve the drug for marketing prior to completion of Phase III testing. At the
present time, the Company believes that AIT-082 may be able to qualify for
"fast-track" FDA review; however, no assurance can be made that AIT-082 will
ultimately be demonstrated to meet the requirements for such "fast-track"
review.

        Approval. If the FDA approves the NDA, the drug becomes available for
physicians to prescribe. The Company must continue to submit periodic reports to
the FDA, including descriptions of any adverse reactions reported. For certain
drugs which are administered on a long-term basis, the FDA may request
additional clinical studies (Phase IV) after the drug has begun to be marketed
to evaluate long-term effects.

        In addition to regulations enforced by the FDA, the Company is also
subject to regulation under the Occupational Safety and Health Act, the
Environmental Protection Act, the Toxic Substances Control Act, the Resource
Conservation and Recovery Act and other present and future federal, state or
local regulations. The Company's research and development activities involves
the controlled use of hazardous materials, chemicals, viruses and various
radioactive compounds. Although the Company believes that its safety procedures
for handling and disposing of such materials comply with the standards
prescribed by state and federal regulations, the risk of accidental
contamination or injury from these materials cannot be completely eliminated. In
the event of such an accident, the Company could be held liable for any damages
that result, and any such liability could exceed the resources of the Company.

        For marketing outside the United States, the Company or its prospective
licensees will be subject to foreign regulatory requirements governing human
clinical trials and marketing approval for drugs and devices. The requirements
governing the conduct of clinical trials, product licensing, pricing and
reimbursement vary widely from country to country.


PATENTS AND PROPRIETARY RIGHTS

        Patents and other proprietary rights are vital to the Company's
business. The Company's policy is to seek patent protection for its proprietary
compounds and technology, and it intends to protect its technology, inventions
and improvements to inventions that are commercially important to the
development of its business. The Company also intends to rely on trade secrets,
know-how, continuing technology innovations and licensing arrangements to
develop and maintain its competitive position.

        On February 25, 1992, Dr. Alvin Glasky was issued a United States patent
(No. 5,091,432) which establishes proprietary rights for a series of compounds
whose chemistry is based upon a purine, hypoxanthine, and for the use of these
compounds in the treatment of neuroimmunologic disorders. This patent expires on
March 28, 2010. These compounds are bi-functional drugs that combine the ability
of hypoxanthine to be absorbed rapidly into the body with the pharmacological
activity of a second molecular component. These second components were selected
to provide a wide variety of potential therapeutic applications that act on the
central nervous system to treat neurodegenerative diseases or conditions
associated with Alzheimer's disease, impairment associated with aging,
Parkinson's disease, stroke, spinal cord injuries, migraine and depression. On
September 5, 1995, Dr. Glasky was issued a second United States patent (No.
5,447,939) which covers the treatment of neurological and neurodegenerative
diseases through modification of certain biochemical processes in cells. This
patent expires on July 25, 2014. This second patent incorporates certain
technology developed under the auspices of, and belonging to, McMaster
University in Ontario, Canada.

        Both patents have been assigned to the Company by Dr. Glasky. In
connection with these assignments, Dr. Glasky has been granted a royalty of two
percent of all revenues derived by the Company from the use and sale by the
Company of any products which are covered by either of the aforementioned
patents or any subsequent derivative patents, in each case for the life of the
patent. However, Dr. Glasky will not receive any royalties with respect to sales
of products which utilize patent rights licensed to the Company 


                                       11

<PAGE>   12

by McMaster University. In the event the Company terminates Dr. Glasky's
employment without cause, the royalty rate shall be increased to five percent,
and in the event Dr. Glasky dies, his estate or family shall be entitled to
continue to receive royalties at the rate of two percent.

        With respect to the second United States patent, the Company and
McMaster University have entered into a license agreement whereby McMaster
University has licensed to the Company all patent rights belonging to McMaster
University contained in such patent. This agreement calls for minimum payments
by the Company of $25,000 per year to McMaster University, with the first
payment due in July of 1997, and for the Company to pay to McMaster University a
royalty of five percent of the net sales of all products sold by the Company
which incorporate the patent rights licensed to the Company by McMaster
University.

        In addition to a number of foreign patents which have been granted
corresponding to the first United States patent, the Company also currently has
two additional United States patent applications and a number of corresponding
foreign patent applications on file. There can be no assurance, however, that
the scope of the coverage claimed in the Company's patent applications will not
be significantly reduced prior to a patent being issued.

        The patent positions of pharmaceutical and drug development companies
are generally uncertain and involve complex legal and factual issues. There can
be no assurance that third parties will not assert patent or other intellectual
property infringement claims against the Company with respect to its products or
technology or other matters. There may be third-party patents and other
intellectual property relevant to the Company's products and technology which
are not known to the Company. Patent litigation is becoming more common in the
biopharmaceutical industry. Litigation may be necessary to defend against or
assert claims of infringement, to enforce patents issued to the Company, to
protect trade secrets owned by the Company or to determine the scope and
validity of proprietary rights of third parties. Although no third party has
asserted that the Company is infringing such third party's patent rights or
other intellectual property, there can be no assurance that litigation asserting
such claims will not be initiated, that the Company would prevail in any such
litigation or that the Company would be able to obtain any necessary licenses on
reasonable terms, if at all. Any such claims against the Company, whether
meritorious or not, as well as claims initiated by the Company against third
parties, can be time consuming and expensive to defend or prosecute and to
resolve. If competitors of the Company prepare and file patent applications in
the United States that claim technology also claimed by the Company, the Company
may have to participate in interference proceedings declared by the Patent and
Trademark Office to determine priority of invention, which could result in
substantial cost to the Company, even if the outcome were to ultimately be
favorable to the Company. The results of such proceedings are highly
unpredictable and, as a result of such proceedings, the Company may have to
obtain licenses in order to continue to conduct clinical trials, manufacture or
market certain of its products. No assurance can be made that the Company will
be able to obtain any such licenses on favorable terms, if at all.

        The Company also relies upon unpatented trade secrets and improvements,
unpatented know-how and continuing technological innovation to develop and
maintain its competitive position, which it seeks to protect in part, by
confidentiality agreements with its employees and consultants and with corporate
partners and/or collaborators as such relationships are formed in the future.
The agreements provide that all confidential information developed or made known
to an individual during the course of the employment or consulting relationship
shall be kept confidential and not disclosed to third parties except in
specified circumstances. In the case of employees, the agreements provide that
all inventions conceived by the individual while employed by the Company shall
be the exclusive property of the Company. There can be no assurance that these
agreements will not be breached, that the Company would have adequate remedies
for breach, or that the Company's trade secrets will not otherwise become known
or be independently discovered by competitors.


COMPETITION

        The pharmaceutical industry is characterized by rapidly evolving
technology and intense competition. Many companies of all sizes, including a
number of large pharmaceutical companies as well as several specialized
biotechnology companies, are engaged in activities similar to that of the
Company. The Company's competitors include Amgen, Inc., Bayer AG, Eli Lilly and
Co., Novartis, Bristol-Myers Squibb Company, Glaxo Wellcome PLC, Regeneron
Pharmaceuticals, Inc., Vertex Pharmaceuticals, Inc. Guilford Pharmaceuticals,
Inc., Cephalon, Inc., Warner-Lambert Co., Hoechst Marion Roussel Ltd. and
Pfizer, Inc., 

                                       12

<PAGE>   13

among others. In addition, colleges, universities, governmental agencies and
other public and private research institutions will continue to conduct research
and are becoming more active in seeking patent protection and licensing
arrangements to collect license fees, milestone payments and royalties in
exchange for license rights to technologies that they have developed, some of
which may be directly competitive with that of the Company. These companies and
institutions also compete with the Company in recruiting highly qualified
scientific personnel. Many of the Company's competitors have substantially
greater financial, research and development, human and other resources than the
Company. Furthermore, large pharmaceutical companies have significantly more
experience than the Company in pre-clinical testing, human clinical trials and
regulatory approval procedures.

        Although the Company has begun to conduct clinical trials with respect
to AIT-082, the Company has not conducted clinical trials with respect to any of
its other compounds under development nor has it sought the approval of the FDA
for any product based on such compounds. Furthermore, if the Company is
permitted to commence commercial sales of products based on compounds it
develops, including AIT-082 and decides to manufacture and sell such products
itself, then the Company will also be competing with respect to manufacturing
efficiency and marketing capabilities, which are areas in which the Company has
no prior experience.

        Any product for which the Company obtains FDA approval must also compete
for market acceptance and market share. A number of drugs intended for the
treatment of Alzheimer's disease, memory loss associated with aging, stroke and
other neurodegenerative diseases and disorders are on the market or in the later
stages of clinical testing. Two drugs are currently approved for the treatment
of Alzheimer's and both are cholinesterase inhibitors: Cognex(R) (tacrine),
formerly marketed by Warner-Lambert Co. and CoCensys, Inc. , and Aricept(R)
(donepezil), licensed by Pfizer, Inc. from Eisai Co., Ltd..

        Certain technologies under development by other pharmaceutical companies
could result in treatments for Alzheimer's disease and other diseases and
disorders for which the Company is developing its own treatments. Several other
companies are engaged in research and development of compounds which use
neurotrophic factors in a manner similar to that of the Company's compounds. In
the event that one or more of these programs were successful, the market for the
Company's products could be reduced or eliminated.

        The Company expects technological developments in the neuropharmacology
field to continue to occur at a rapid rate and expects competition will remain
intense as advances continue to be made. Although the Company believes, based on
the preliminary pre-clinical test results involving certain of its compounds,
that it will be able to continue to compete in the discovery and early clinical
development of compounds for neurological disorders, there can be no assurance
that the Company will be able to do so, and the Company does not presently have
sufficient resources to compete with major pharmaceutical companies in the areas
of later-stage clinical testing, manufacturing and marketing.

EMPLOYEES

        As of December 31, 1997, the Company had twenty-seven full-time
employees, of which seven hold Ph.D. degrees, and three part-time employees.
There can be no assurance that the Company will be able to attract and retain
qualified personnel in sufficient numbers to meet its needs. The Company's
employees are not subject to any collective bargaining agreements, and the
Company regards its relations with its employees to be good.


FACTORS WHICH MAY AFFECT FUTURE PERFORMANCE

        This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1993 and Section 21E
of the Securities Exchange Act of 1934. In light of the important factors that
can materially affect results, including those set forth below, the inclusion
of forward-looking information herein should not be regarded as a
representation by the Company or any other person that the objectives or plans
for the Company will be achieved. Assumptions relating to budgeting, research,
and other management decisions are subjective in many respects and thus
susceptible to interpretations and periodic revisions based on actual
experience and business developments, the impact of which may cause the Company
to alter its research, capital expenditure or other budgets, which may in turn
affect the Company's business, financial position, results of operations and
cash flows. The reader is therefore cautioned not to place undue reliance on
forward-looking statements contained herein, which speak as of the date of this
Annual Report on Form 10-KSB.

History of Operating Losses:  Future Profitability Uncertain

        The Company is a development stage biopharmaceutical company. From its
inception in 1987 through December 31, 1997, the Company incurred losses of
approximately $12.2 million , substantially all of which consisted of research
and development and general and administrative expenses. The Company has not
generated any revenues from product sales to date, and there can by no assurance
that revenues from 

                                       13

<PAGE>   14

product sales will ever be achieved. Moreover, even if the Company eventually
generates revenues from product sales, the Company nevertheless expects to incur
significant operating losses over the next several years. The Company's ability
to achieve profitable operations in the future will depend in large part on
completing development of its products, obtaining regulatory approvals for such
products and bringing these products to market. The likelihood of the long-term
success of the Company must be considered in light of the expenses, difficulties
and delays frequently encountered in the development and commercialization of
new pharmaceutical products, competitive factors in the marketplace as well as
the burdensome regulatory environment in which the Company operates. There can
be no assurance that the Company will ever achieve significant revenues or
profitable operations.

Technological Uncertainty; Early Stage of Product Development; No Assurance of
Regulatory Approvals

        The Company's proposed products are in the early stage of development
and will require significant further research, development, clinical testing and
regulatory clearances. The Company has no products available for sale and does
not expect to have any products resulting from its research efforts commercially
available for at least several years. The Company's proposed products are
subject to the risks of failure inherent in the development of products based on
innovative technologies. These risks include the possibilities that some or all
of the proposed products could be found to be ineffective or toxic, or otherwise
fail to receive necessary regulatory clearances, that the proposed products,
although effective, will be uneconomical to manufacture or market, that third
parties may now or in the future hold proprietary rights that preclude the
Company from marketing them, or that third parties will market a superior or
equivalent product. Accordingly, the Company is unable to predict whether its
research and development activities will result in any commercially viable
products or applications. Furthermore, due to the extended testing and
regulatory review process required before marketing clearance can be obtained,
the Company does not expect to be able to commercialize any therapeutic drug for
at least several years, either directly or through any potential corporate
partners or licensees. There can be no assurance that the Company's proposed
products will prove to be safe or effective in humans or will receive regulatory
approval that are required for commercial sale. The Company's primary area of
therapeutic focus, disorders of the central nervous system (CNS), is not
thoroughly understood and there can be no assurance that the products the
Company is seeking to develop will prove to be safe and effective in treating
CNS disorders or any other diseases.

Need for Additional Funding; Uncertainty of Access to Capital

        The Company will require substantial funds for further development of
its potential products and to commercialize any products that may be developed.
The Company's capital requirements depend on numerous factors, including the
progress of its research and development programs, the progress of pre-clinical
and clinical testing, the time and cost involved in obtaining regulatory
approvals, the cost of filing, prosecuting, defending and enforcing patent
claims and other intellectual property rights, competing technological and
market developments and the ability of the Company to establish collaborative
arrangements. The Company believes that its existing capital resources, together
with the March 1998 equity transaction for $15 million (see Item 6 - Liquidity
and Capital Resources), will be sufficient to satisfy its current and projected
funding requirements for the next 12 months. The Company anticipates that after
the next 12 months, it may require substantial additional capital. Moreover, if
the Company experiences unanticipated cash requirements during the next 12
months, the Company could require additional capital to fund its operations,
continue research and development programs as well as to continue the
pre-clinical and clinical testing of its potential products and to commercialize
any products that may be developed. The Company may seek such additional funding
through public or private financing or collaborative or other arrangements with
third parties. There can be no assurance that additional funds will be available
on acceptable terms, if at all. The Company may receive additional funds upon
the exercise from time to time of its common stock Purchase Warrants (the
"Warrants") and other outstanding warrants and stock options, but there can be
no assurance that any such warrants or stock options will be exercised or that
the amounts received will be sufficient for the Company's purposes. If
additional funds are raised by issuing equity securities, further substantial
dilution to existing shareholders may result. If adequate funds are not
available, the Company may be required to delay, scale back or eliminate one or
more of its development programs, or to obtain funds by entering into
arrangements with collaborative partners or others that may require the Company
to relinquish rights to certain of its products or technologies that the Company
would not otherwise relinquish.

Dependence on Third Parties for Clinical Testing, Manufacturing and Marketing

        The Company does not have the resources and, except with respect to its
AIT-082 compound, does not presently intend to conduct later-stage human
clinical trials itself or to manufacture any of its proposed products for
commercial sale. The Company therefore presently intends to seek larger
pharmaceutical 

                                       14

<PAGE>   15

company partners to conduct such activities for most or all of its proposed
products. In connection with its efforts to secure corporate partners, the
Company will seek to retain certain co-marketing rights to certain of its
proposed products, so that it may promote such products to selected medical
specialists while its corporate partner promotes these products to the general
medical market. There can be no assurance that the Company will be able to enter
into any such partnering arrangements on this or any other basis. In addition,
there can be no assurance that either the Company or its prospective corporate
partners can successfully introduce its proposed products, that they will
achieve acceptance by patients, health care providers and insurance companies,
or that they can be manufactured and marketed at prices that would permit the
Company to operate profitably.

Lack of Operating Experience

        To date, the Company has engaged exclusively in the development of
pharmaceutical technology and products. Although members of the Company's
management have substantial experience in pharmaceutical company operations, the
Company has no experience in manufacturing or procuring products in commercial
quantities or marketing pharmaceutical products and has only limited experience
in negotiating, setting up and maintaining strategic relationships, conducting
clinical trials and other later-stage phases of the regulatory approval process.
There can be no assurance that the Company will successfully engage in any of
these activities with respect to AIT-082 or any other products which it may
choose to distribute. In the event the Company decides to establish a
commercial-scale manufacturing facility for AIT-082, the Company will require
substantial additional funds and personnel and will be required to comply with
extensive regulations applicable to such a facility. There can be no assurance
that the Company will be able to develop adequate manufacturing or marketing
capabilities either on its own or through third parties.

Need to Comply with Governmental Regulation and to Obtain Product Approvals

        The testing, manufacturing, labeling, distribution, marketing and
advertising of products such as the Company's proposed products and its ongoing
research and development activities are subject to extensive regulation by
governmental regulatory authorities in the United States and other countries.
The U.S. FDA and comparable agencies in foreign countries impose substantial
requirements on the introduction of new pharmaceutical products through lengthy
and detailed clinical testing procedures, sampling activities and other costly
and time consuming compliance procedures. The Company's proprietary compounds
require substantial clinical trials and FDA review as new drugs. The Company
cannot predict with certainty when it might submit many of its proprietary
products currently under development for regulatory review. Once the Company
submits its potential products for review, there can be no assurance that FDA or
other regulatory approvals for any pharmaceutical products developed by the
Company will be granted on a timely basis or at all. A delay in obtaining or
failure to obtain such approvals would have a material adverse effect on the
Company's business and results of operations. Failure to comply with regulatory
requirements could subject the Company to regulatory or judicial enforcement
actions, including, but not limited to, product recalls or seizures,
injunctions, civil penalties, criminal prosecution, refusals to approve new
products and withdrawal of existing approvals, as well as potentially enhanced
product liability exposure. Sales of the Company's products outside the United
States will be subject to regulatory requirements governing clinical trials and
marketing approval. These requirements vary widely from country to country and
could delay introduction of the Company's products in those countries.

Dependence on  Key Personnel

        The Company's success is dependent on its key management and scientific
personnel, the loss of whose services could significantly delay the achievement
of the Company's planned development objectives. Although the Company has
obtained key man life insurance on Dr. Alvin Glasky in the face amount of $2
million, there can be no assurance that the proceeds of such policy will be
sufficient to compensate the Company for any disruptions resulting from the loss
of Dr. Glasky's services. Achievement of the Company's business objectives will
require substantial additional expertise in such areas as finance, manufacturing
and marketing, among others. Competition for qualified personnel among
pharmaceutical companies is intense, and the loss of key personnel, or the
inability to attract and retain the additional, highly skilled personnel
required for the expansion of the Company's activities, could have a material
adverse effect on the Company's business and results of operations.

                                       15

<PAGE>   16

Uncertainty Regarding Patents and Proprietary Rights

        The Company actively pursues a policy of seeking patent protection for
its proprietary products and technologies. The Company owns two United States
patents and currently has two United States patent applications on file. In
addition, numerous foreign patents corresponding to the Company's first patent
have been granted and corresponding patent applications with respect to the
Company's second United States patent and pending United States patent
applications have been filed in a number of foreign jurisdictions. However,
there can be no assurance that the Company's patents will provide it with
significant protection against competitors. Litigation could be necessary to
protect the Company's patents, and there can be no assurance that the Company
will have the financial or personnel resources necessary to pursue such
litigation or otherwise to protect its patent rights. In addition to pursuing
patent protection in appropriate cases, the Company also relies on trade secret
protection for its unpatented proprietary technology. However, trade secrets are
difficult to protect. There can be no assurance that others will not
independently develop substantially equivalent proprietary information and
techniques or otherwise gain access to the Company's trade secrets, that such
trade secrets will not be disclosed or that the Company can effectively protect
its rights to unpatented trade secrets. The Company pursues a policy of having
its employees and consultants execute proprietary information agreements upon
commencement of employment or consulting relationships with the Company, which
agreements provide that all confidential information developed or made known to
the individual during the course of the relationship shall be kept confidential
except in specified circumstances. There can be no assurance, however, that
these agreements will provide meaningful protection for the Company's trade
secrets or other proprietary information.

        Furthermore, there can be no assurance that claims against the Company
will not be raised in the future based on patents held by others or that, if
raised, such claims will not be successful. Such claims, if brought, could seek
damages as well as an injunction prohibiting clinical testing, manufacturing and
marketing of the affected product. If any such actions are successful, in
addition to any potential liability for damages, the Company could be required
to obtain a license in order to continue to manufacture or market the affected
product. There can be no assurance that the Company would prevail in any such
action or that any license required under any such patent would be made
available under acceptable terms, if at all. There has been, and the Company
believes that there will continue to be, significant litigation in the
pharmaceutical industry regarding patent and other intellectual property rights.
If the Company becomes involved in any litigation, it could consume a
substantial portion of the Company's financial and personnel resources
regardless of the outcome of such litigation.

Competition

        Competition in the area of pharmaceutical products is intense. There are
many companies, both public and private, including well-known pharmaceutical
companies, that are engaged in the development of products for certain of the
applications being pursued by the Company. Most of these companies have
substantially greater financial, research and development, manufacturing and
marketing experience and resources than the Company and represent substantial
long-term competition for the Company. In addition, there are numerous other
companies that are also in the process of developing products for the treatment
of diseases and disorders for which the Company is developing products. Such
companies may succeed in developing pharmaceutical products that are more
effective or less costly than any products that may be developed by the Company.

        Factors affecting competition in the pharmaceutical industry vary
depending on the extent to which the competitor is able to achieve a competitive
advantage based on proprietary technology. If the Company is able to establish
and maintain a significant proprietary position with respect to its products,
competition will likely depend primarily on the effectiveness of the product and
the number, gravity and severity of its unwanted side effects as compared to
alternative products.

        The industry in which the Company competes is characterized by extensive
research and development efforts and rapid technological progress. Although the
Company believes that its proprietary position may give it a competitive
advantage with respect to its proposed drugs, new developments are expected to
continue and there can be no assurance that discoveries by others will not
render the Company's potential products noncompetitive. The Company's
competitive position also depends on its ability to attract and retain qualified
scientific and other personnel, develop effective proprietary products,
implement development and marketing plans, obtain patent protection and secure
adequate capital resources. There can be no assurance that the Company will be
able to successfully attract or retain such personnel.

                                       16

<PAGE>   17

Risk of Product Liability

        Although the Company currently carries product liability insurance,
there can be no assurance that the amounts of such coverage will be sufficient
to protect the Company, nor that there can by any assurance that the Company
will be able to obtain or maintain additional insurance on acceptable terms for
its clinical and commercial activities or that such additional insurance would
be sufficient to cover any potential product liability claim or recall. Failure
to maintain sufficient coverage could have a material adverse effect on the
Company's business and results of operations.

Use of Hazardous Materials

        The Company's research and development efforts involve the use of
hazardous materials. The Company is subject to federal, state and local laws and
regulations governing the storage, use and disposal of such materials and
certain waste products. Although the Company believes that its safety procedures
for handling and disposing of such materials comply with the standards
prescribed by federal, state and local regulations, the risk of accidental
contamination or injury from these materials cannot be completely eliminated. In
the event of an accident, the Company could be held liable for any damages that
result and any such liability could exceed the resources of the Company. The
Company may incur substantial costs to comply with environmental regulations if
the Company develops its own commercial manufacturing facility.

Possible Volatility  of Stock Price

        The stock market from time to time experiences significant price and
volume fluctuations that are unrelated to the operating performance of
particular companies. These broad market fluctuations may adversely affect the
market price of the Company's common stock and/or Warrants. In addition, the
market price of the common stock and/or Warrants is likely to be highly
volatile. Factors such as fluctuations in the Company's results of operations,
timing and announcements of technological innovations or new products by the
Company or its competitors, FDA and foreign regulatory actions, developments
with respect to patents and proprietary rights, public concern as to the safety
of products developed by the Company or others, changes in health care policy in
the United States and in foreign countries, changes in stock market analyst
recommendations regarding the Company, the pharmaceutical industry generally and
general market conditions each may have a significant adverse effect on the
market price of the common stock and/or Warrants. In addition, it is likely that
during at least some future quarterly periods, the Company's results of
operations will fail to meet the expectations of stock market analysts and
investors and, in such event, the market price of the Company's common stock
and/or Warrants could be materially and adversely affected.

Control by Directors and Executive Officers

        The Company's directors and executive officers beneficially own in the
aggregate approximately 26.9% of the Company's outstanding common stock. These
shareholders, if acting together, would be able to control substantially all
matters requiring approval by the shareholders of the Company, including the
election of directors and the approval of mergers or other business combination
transactions. Such concentration of ownership could discourage or prevent a
change of control of the Company.

Effect of Certain Charter and Bylaws Provisions

        Certain provisions of the Company's Certificate of Incorporation and
Bylaws may have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of
the Company. Such provisions could limit the price that certain investors might
be willing to pay in the future for shares of common stock. These provisions may
make it more difficult for shareholders to take certain corporate actions and
could have the effect of delaying or preventing a change in control of the
Company.



I
TEM 2. DESCRIPTION OF PROPERTY

        During June 1997, the Company relocated its research and development and
corporate administrative offices to a new 34,000 square foot facility
constructed for it in Irvine, California. The facility is occupied under a
non-cancellable lease for seven years and contains two five year options to
renew. The monthly rent for the Irvine facility is $38,800 plus taxes, insurance
and common area maintenance and, beginning in July 1999, minimum cost of living
increases. The Company also maintains a small administrative office in Zurich,
Switzerland on an expense sharing basis.

                                       17

<PAGE>   18


ITEM 3. LEGAL PROCEEDINGS

        The Company is not currently involved in any litigation or legal
proceedings. With respect to litigation or proceeding threatened against it, the
Company is currently involved in a dispute with several former employees. In
1990 and 1993 the Company entered into an Agreement (since amended) with four
former and two current employees to exchange an aggregate of 678,836 shares of
common stock for indebtedness arising from accrued compensation and unreimbursed
expenses. The common stock is subject to forfeiture if the Company failed to
attain specified revenue goals. As of December 31, 1997, when the Agreement
terminated, the Company did not achieve the revenue goals set forth in the
Agreement, as previously amended. Several former employees who are parties to
the Agreement have indicated disagreement with the Company's position and, to
date, none of the shares have been surrendered for cancellation. The Company's
Chief Executive Officer and his wife, the Secretary and Treasurer of the
Company, have indicated that they are willing to conditionally surrender their
shares, (amounting to an aggregate of 402,245 shares) subject to resolution of
the dispute with the aforementioned former employees. Until such time as the
Company can obtain the surrender of all of these shares and the matter is fully
resolved, the Company is accounting for all of the stock, which it has deemed
forfeited, as issued and outstanding.




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

        No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1997.



                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

COMMON STOCK

        As December 31, 1997, there were 5,465,807 shares of common stock
outstanding held of record by 260 shareholders.

MARKET FOR SECURITIES

        The Company's common stock (NEOT) and warrant (NEOTW) are currently
listed on the NASDAQ National Market. For each quarter since trading commenced,
on September 26, 1996, the high and low bid quotations of the Company's common
stock and warrant, as reported by NASDAQ, were as follows:


<TABLE>
<CAPTION>
                                   Common Stock                     Warrant
                                     Bid Price                     Bid Price
                                   -------------                 ------------
                                   High      Low                 High     Low
                                   ----      ---                 ----     ---
Year Ended December 31, 1996:
     Quarter Ended
     -------------
<S>                               <C>      <C>                  <C>       <C>     
September 30, 1996                $6-1/4   $ 5-1/4              $2-1/4    $1-3/4
December 31, 1996                 $6       $ 3-3/4              $2-3/8    $1

Year Ended December 31, 1997:
     Quarter Ended
     -------------
March 31, 1997                    $6-3/4   $ 3-7/8              $1-15/16  $1
June 30, 1997                     $16-3/8  $ 4-7/8              $7-1/4    $1-1/4
September 30, 1997                $15-7/8  $11-1/2              $6-7/8    $4-3/4
December 31, 1997                 $14-1/2  $ 7                  $5-3/4    $2-5/8
</TABLE>


        The foregoing bid quotations reflect inter-dealer prices, without retail
mark-ups, mark-downs or commissions, and may not represent actual transactions.

                                       18

<PAGE>   19

DIVIDENDS

        The Company has never paid cash dividends on its common stock and does
not intend to pay dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

        The following is a summary of transactions by the Company during the
year ended December 31, 1997 involving sales of the Company's securities that
were not registered under the Securities Act of 1933 (the "Securities Act").

        In January 1997, the Company granted options to purchase 180,000 shares
of Common Stock at an exercise price of $3.88 per share to a financial
consultant. 30,000 of the options were vested upon issuance, and the vesting of
150,000 of these options is contingent upon the performance by the consultant of
specified future services.

        Exemption from the registration requirements of the Securities Act was
claimed under Rule 506 and/or Section 4(2) of the Securities Act. The foregoing
transactions did not involve any public offering and the recipient either
received adequate information about the Company or had access, through
employment or other relationships, to such information. In the foregoing
transaction, the Company reasonably believed that the recipient was
"sophisticated" within the meaning of Section 4(2) of the Securities Act.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS

        This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The Company's actual results may differ
materially from the results projected in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in Item 1. "Description of Business", including the section therein
entitled "Factors Which May Affect Future Performance", and this Item 6.

RESULTS OF OPERATIONS

Overview

        From the inception of the Company in June 1987 through December 31,
1997, the Company devoted its resources primarily to fund its research and
development efforts, and incurred a cumulative net loss of approximately $12.2
million. During this period, the Company had only limited revenues from grants,
and had no revenues from the sale of products or other sources. The Company
expects its operating expenses to increase over the next several years as it
expands its research and development and commercialization activities and
operations. The Company expects to incur significant additional operating losses
for at least the next several years unless such operating losses are offset, if
at all, by licensing revenues under strategic alliances with larger
pharmaceutical companies which the Company is currently seeking. To enable the
Company to maintain its working capital requirements, in March 1998, the Company
entered into an equity agreement with a private investor which allows the
Company to sell, at its sole discretion, subject to certain restrictions, over a
two and one-half year period, up to $15 million of its common stock to the
investor. See - Liquidity and Capital Resources.

Year ended December 31, 1997 compared to Year ended December 31, 1996

        There were no revenues for the twelve month periods ended December 31,
1997 or 1996.

        Research and development expenses for the twelve months ended December
31, 1997 increased by approximately $3.9 million, or 632%, over the previous
year. This increase was due primarily to the costs and expenses associated with
the commencement of clinical trials as well as personnel additions, salary
increases, facilities rent, consulting fees, license fees and insurance costs as
the Company continued to expand its operations by utilizing the proceeds from
the September 1996 public sale of common stock. Research and 

                                       19

<PAGE>   20

development expenses are expected to increase as the Company continues to expand
its product development and clinical trial activities.

        General and administrative expenses increased approximately $1.7 million
or 255% for the year ended December 31, 1997 over the year ended December 31,
1996. General and administrative expenses for 1997 reflect increased expenses
related to additional personnel, salary increases, insurance, professional and
consulting fees, commissions, facilities rent, travel, regulatory agency and
other fees associated with being a public company which were all either
significantly higher in 1997 than in 1996, or were initially incurred in 1997.
In 1996 the Company operated for a portion of the year on a rent-free basis from
the Chief Executive Officer's residence with very limited administrative and
technical staff. The Company expects general and administrative expenses to
continue to increase in future periods in support of the expected increases in
both research and development activities as well as sales and marketing
activities should the Company successfully bring one or more of its products to
market. Interest income increased by approximately $477,800 or 178% in 1997 over
1996 as a result of the full year's utilization of invested and unallocated
proceeds from the September 1996 public offering. The Company expects its
interest earnings to decrease over the next year due to its use of funds in
current operations.

LIQUIDITY AND CAPITAL RESOURCES

        From inception through December 1997, the Company financed its
operations primarily through grants, sales of securities, borrowings and
deferred payment of salaries and other expenses from related parties. On
September 26, 1996, the Company effected the public sale of 2,500,000 units of
its common stock and attached warrants. Each unit consisted of one share of
common stock and one warrant to purchase one share of common stock. The closing
took place on October 1, 1996 and on that date, the Company realized net cash
proceeds of approximately $17,363,000 from the sale. On October 11, 1996, the
underwriter of the public offering exercised an option to purchase an additional
200,000 units resulting in net proceeds of approximately $1,389,000 to the
Company. Expenses directly related to the public offering of units were
approximately $576,000, and have been offset in stockholders' equity against the
common stock proceeds of the offering.

        At December 31, 1997, included in the Company's working capital of
approximately $7 million, were cash and cash equivalents of approximately $7
million (of which approximately $0.9 million was restricted) and short-term
investments of approximately $2.1 million. In comparison, at December 31, 1996,
the Company had working capital of approximately $14.7 million which included
cash and cash equivalents of approximately $10 million, and short-term
investments of approximately $5.7 million. The $7.7 million decrease in working
capital is attributable primarily to investments in property and equipment of
$3.6 million and the funding of the $4.1 million operating loss for the year
ended December 31, 1997.

        Effective June 1997, the Company entered into a non-cancelable
long-term operating lease with a major developer. The lease runs for seven years
and contains two renewal options for five years each at the then fair market
value rate. Minimum rental commitments under this lease for the six and one-half
year period from January 1998 through June 2002 are approximately $465,600
(1998), $483,100 (1999), $500,500 (2000 and 2001) $538,100 (2002) $554,200
(2003) and $285,400 (2004). In addition to rentals, the Company is obligated
under the lease for real property taxes, insurance and maintenance. In March
1997, the Company also paid the developer approximately $1.4 million for
construction of tenant improvements, primarily relating to specialized research
and development laboratory facilities.

        The Company has committed an aggregate of $320,700 to a number of
universities to conduct general scientific research programs and to provide for
Fellowship Grants. These amounts are scheduled to be expended throughout 1998.

        Since its inception, the Company has been in the development stage and
therefore devotes substantially all of its efforts to research and development.
The Company has incurred cumulative losses of approximately $12.2 million
through December 31, 1997, and expects to incur substantial losses over the next
several years. The Company's future capital requirements and availability of
capital will depend upon many factors, including continued scientific progress
in research and development programs, the scope and results of preclinical
studies and clinical trials, the time and costs involved in obtaining regulatory
approvals, the cost involved in filing, prosecuting and enforcing patent claims,
competing technological developments, the cost of manufacturing scale-up, the
cost of commercialization activities and other factors which may not be within
the Company's control. While the Company believes that its existing capital
resources (including expected proceeds from the March 1998 equity financing 
agreement hereinafter described) will be adequate to 

                                       20

<PAGE>   21

fund its capital needs for at least 12 months of operations, the Company also
believes that ultimately it will require substantial additional funds in order
to complete the research and development activities currently contemplated and
to commercialize its proposed products.

        Without additional funding, the Company may be required to delay, reduce
the scope or eliminate one or more of its research and development projects, or
obtain funds through arrangements with collaborative partners or others which
may require the Company to relinquish rights to certain technologies, product
candidates or products that the Company would otherwise seek to develop or
commercialize on its own. Other factors impacting the future success of the
Company are the ability to develop products which will be safe and effective in
treating neurological and immunological diseases, ability to obtain government
approval as well as dependency on key personnel.

        On March 27, 1998, the Company executed an Agreement with a private
investor which provides for the Company, at its sole discretion, subject to
certain restrictions, to sell ("put") to the investor up to $15 million of its
common stock, subject to a minimum put of $1 million. The Agreement expires
thirty months after the effective date of a Registration Statement (which is
required to be filed within 45 days of the closing) and, among other things,
provides for minimum and maximum puts ranging from $500,000 to $2,000,000
depending on the Company's stock price and trading volume. Puts cannot occur
more frequently than every 15 days, and are subject to a discount of 12% from
the then current average market price, as determined under the Agreement. In
addition, the Company is required to pay sales commissions consisting of cash
and shares of common stock and will issue to the investor warrants to purchase
25,000 shares of common stock at 130% of the market price, as defined in the
Agreement.


I
TEM 7. FINANCIAL STATEMENTS.


                             INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                 <C>
Report of Independent Public Accountants........................................    22

Consolidated Balance Sheets.....................................................    23

Consolidated Statements of Operations...........................................    24

Consolidated Statements of Stockholders' Equity (Deficit).......................    25

Consolidated Statements of Cash Flows...........................................    27

Notes to Consolidated Financial Statements......................................    29
</TABLE>


                                       21

<PAGE>   22


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
 of NeoTherapeutics, Inc.:


        We have audited the accompanying consolidated balance sheets of
NeoTherapeutics, Inc. (a Delaware corporation in the development stage) and
subsidiaries as of December 31, 1996 and 1997, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1997 and for the period from
inception (June 15, 1987) to December 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of NeoTherapeutics,
Inc. and subsidiaries as of December 31, 1996 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 and for the period from inception (June 15, 1987) to 
December 31, 1997, in conformity with generally accepted accounting principles.



                                                     ARTHUR ANDERSEN LLP



Orange County, California 
March 27, 1998



                                       22

<PAGE>   23

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                   ------------------------------------
                                                        1996                    1997
                                                   --------------         -------------
<S>                                                <C>                 <C>             
                          A S S E T S
CURRENT ASSETS:
    Cash and cash equivalents..................    $    9,995,062      $      6,063,347
    Restricted cash............................                 -               935,000
    Marketable securities and short-term 
     investments...............................         5,702,114             2,133,375
    Other receivables, principally investment 
     interest..................................           163,988               221,829
    Prepaid expenses and refundable deposits...           239,171               127,259
                                                   --------------         -------------
        Total current assets...................        16,100,335             9,480,810
                                                   --------------         -------------

PROPERTY AND EQUIPMENT, at cost:
    Equipment..................................           158,396             1,952,262
    Leasehold improvements.....................            33,076             1,803,000
    Accumulated depreciation...................           (58,963)             (279,913)
                                                   --------------         -------------
        Property and equipment, net............           132,509             3,475,349
                                                   --------------         -------------

OTHER ASSETS:
    Marketable securities......................         1,746,432                     -
    Deferred expenses and deposits ............                 -               242,314
                                                   --------------         -------------
        Total other assets.....................         1,746,432               242,314
                                                   --------------         -------------

                                                   $   17,979,276         $  13,198,473
                                                   ==============         =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Line of credit.............................    $            -       $       850,000
    Accounts payable and accrued expenses......           262,604               975,339
    Accrued payroll and related taxes..........           331,175                     -
    Employee expense reimbursement.............            82,717                     -
    Accrued interest to related parties........           122,396                     -
    Note payable to related party..............           558,304               558,304
    Current portion of long-term debt..........                 -                94,886
                                                   --------------       ---------------
        Total current liabilities..............         1,357,196             2,478,529
                                                   --------------       ---------------

LONG-TERM DEBT, net of current portion.........                 -               176,549
                                                   --------------       ---------------
        Total liabilities......................         1,357,196             2,655,078
                                                   --------------       ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
    Common Stock, no par value, 25,000,000 
      shares authorized:
        Issued and outstanding, 5,361,807 and
           5,465,807 shares, respectively......        23,125,763            23,188,363
    Unrealized gains on available-for-sale 
      securities...............................                 -                20,256
    Deficit accumulated during the
       development stage.......................        (6,503,683)          (12,665,224)
                                                   --------------          ------------
        Total stockholders' equity.............        16,622,080            10,543,395
                                                   --------------          ------------
                                                   $   17,979,276          $ 13,198,473
                                                   ==============          ============
</TABLE>


The accompanying notes are an integral part of these consolidated balance sheets

                                       23

<PAGE>   24

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                        PERIOD FROM
                                                                                       JUNE 15, 1987
                                                                                        (INCEPTION)
                                                   YEARS ENDED DECEMBER 31,               THROUGH
                                       --------------------------------------------     DECEMBER 31,
                                           1995            1996            1997             1997
                                       ------------    ------------     -----------     -----------
<S>                                   <C>             <C>              <C>             <C>         
REVENUES, from grants...............  $     125,431   $           -    $          -    $    497,128
                                       ------------    ------------     -----------     -----------

OPERATING EXPENSES:
     Research and development.......        305,932         615,485       4,508,255       7,475,067
     General and administrative.....        667,218         659,895       2,341,276       5,770,382
                                      -------------   -------------    ------------    ------------

                                            973,150       1,275,380       6,849,531      13,245,449
                                      -------------   -------------    ------------    ------------

LOSS FROM OPERATIONS................       (847,719)     (1,275,380)     (6,849,531)    (12,748,321)
                                      -------------   -------------    ------------    ------------

OTHER INCOME (EXPENSE):
     Interest income................            131         268,231         746,008       1,021,952
     Interest expense...............        (46,816)        (51,769)        (56,419)       (536,555)
     Other income (expense).........           (974)         20,043          (1,599)         46,700
                                      -------------   -------------    ------------    ------------

       Total other income (expense).        (47,659)        236,505         687,990         532,097
                                      -------------   -------------    ------------    ------------

       NET LOSS.....................  $    (895,378)  $  (1,038,875)   $ (6,161,541)   $(12,216,224)
                                      =============   =============    ============    ============

BASIC AND DILUTED LOSS PER SHARE....  $       (0.43)  $       (0.32)   $      (1.14)
                                      =============   =============    ============

BASIC AND DILUTED WEIGHTED AVERAGE 
COMMON SHARES OUTSTANDING...........      2,084,348       3,292,663       5,405,831
                                      =============   =============    ============
</TABLE>



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


                                       24

<PAGE>   25

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                                                    DEFICIT       DEFERRED
                                                                                  ACCUMULATED   COMPENSATION
                                          REVENUE          COMMON STOCK           DURING THE         AND
                                       PARTICIPATION  -------------------------   DEVELOPMENT    UNREALIZED
                                           UNITS        SHARES        AMOUNT         STAGE          GAINS          TOTAL
                                        -----------   -----------   -----------   -----------    -----------    -----------
<S>                                     <C>           <C>             <C>           <C>            <C>            <C>      
BALANCE, Inception (June 15, 1987)...   $         -             -     $       -     $       -      $       -      $       -
    Common stock issued .............             -       465,902         2,100             -              -          2,100
    Net loss ........................             -             -             -       (31,875)             -        (31,875)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31,1987 ...........             -       465,902         2,100       (31,875)             -        (29,775)
    Common stock issued .............             -       499,173         2,250             -              -          2,250
    Revenue Participation Units
      issuance ......................       594,000             -             -             -              -        594,000
    Net loss ........................             -             -             -      (556,484)             -       (556,484)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1988 ..........       594,000       965,075         4,350      (588,359)             -          9,991
    Revenue Participation Units
      issuance ......................        82,000             -             -             -              -         82,000
    Net effect of acquisition .......             -       145,000       354,316             -              -        354,316
    Net loss ........................             -             -             -      (934,563)             -       (934,563)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1989 ..........       676,000     1,110,075       358,666    (1,522,922)             -       (488,256)
    Exercise of warrants ............             -        31,108       136,402             -              -        136,402
    Common stock issued in exchange
      for accrued salaries on
      June 30 at $1.25 ..............             -       402,518       503,144             -              -        503,144
    Net loss ........................             -             -             -      (859,172)             -       (859,172)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1990 ..........       676,000     1,543,701       998,212    (2,382,094)             -       (707,882)
    Net Loss ........................             -             -             -      (764,488)             -       (764,488)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1991 ..........       676,000     1,543,701       998,212    (3,146,582)             -     (1,472,370)
    Net loss ........................             -             -             -      (423,691)             -       (423,691)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1992 ..........       676,000     1,543,701       998,212    (3,570,273)             -     (1,896,061)
    Common stock issued in exchange
      for investment banking
      services on March 18 at $1.35 .             -        40,000        54,000             -              -         54,000
    Common stock issued in exchange
      for accrued salaries on
      December 30 at $2.50 ..........             -       255,476       638,694             -              -        638,694
    Common stock issued in exchange
      for note payable to President
      on December 30 at $2.50 .......             -       200,000       500,000             -              -        500,000
    Common stock issued in exchange
      for accrued expenses
      on December 30 at $2.50 .......             -        20,842        52,104             -              -         52,104
    Stock options issued in exchange
      for accrued professional fees
      on December 31 at $1.35 .......             -             -       108,000             -              -        108,000
    Stock options issued in exchange
      for future services on
      December 31 at $1.35 ..........             -             -        39,750             -              -         39,750
    Stock options issued for
      services ......................             -             -             -             -        (93,749)       (93,749)
    Net loss ........................             -             -             -      (237,815)             -       (237,815)
                                        -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, December 31, 1993 ..........       676,000     2,060,019     2,390,760    (3,808,088)       (93,749)      (835,077)
</TABLE>



                                       25

<PAGE>   26

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - (CONTINUED)


<TABLE>
<CAPTION>
                                                                                        DEFICIT         DEFERRED
                                                                                      ACCUMULATED     COMPENSATION
                                        REVENUE             COMMON STOCK              DURING THE          AND
                                     PARTICIPATION    ----------------------------    DEVELOPMENT       UNREALIZED
                                         UNITS           SHARES          AMOUNT          STAGE            GAINS           TOTAL
                                      ------------    ------------    ------------    ------------    ------------    -----------
<S>                                      <C>                <C>       <C>             <C>                <C>          <C>        
    Common stock issued for cash 
      at $2.50.......................    $       -          13,000    $     32,500    $          -       $       -    $    32,500
    Amortization of deferred
      compensation ..................            -               -               -               -          93,749         93,749
    Net loss ........................            -               -               -        (312,342)              -       (312,342)
                                      ------------    ------------    ------------    ------------    ------------    -----------
BALANCE, December 31, 1994 ..........      676,000       2,073,019       2,423,260      (4,120,430)              -     (1,021,170)
    Common stock issued for cash at
      $2.50..........................            -          22,000          55,000               -               -         55,000
    Common stock forfeiture .........            -        (678,836)     (1,193,943)              -               -     (1,193,943)
    Common stock reissued at $2.50  .            -         678,836       1,697,090               -               -      1,697,090
    Stock options issued for
      services at $2.50 .............            -               -         105,000               -               -        105,000
    Net loss ........................            -               -               -        (895,378)                      (895,378)
                                      ------------    ------------    ------------    ------------    ------------    -----------
BALANCE, December 31, 1995 ..........      676,000       2,095,019       3,086,407      (5,015,808)              -     (1,253,401)
    Common stock issued for cash
      at $2.50 (net of commission)  .            -         266,800         633,650               -               -        633,650
    Stock options issued for
      services at $2.50 .............            -               -         103,950               -               -        103,950
    Cash paid out for fractional
      shares ........................            -             (12)            (25)              -               -            (25)
    Conversion of Revenue
      Participation units into
      common stock ..................     (676,000)        300,000       1,125,000        (449,000)              -              -
    Common stock and warrants
      issued for cash at $7.60,
      less commissions and costs of
      public offering ...............            -       2,700,000      18,176,781               -               -     18,176,781
    Net loss ........................            -               -               -      (1,038,875)              -     (1,038,875)
                                      ------------    ------------    ------------    ------------    ------------    -----------
BALANCE, December 31, 1996 ..........            -       5,361,807      23,125,763      (6,503,683)              -     16,622,080
    Stock options exercised .........            -         104,000           2,600               -               -          2,600
    Stock options issued for
      services at $2.00 .............            -               -          60,000               -               -         60,000
    Unrealized gains on
      available-for-sale
      securities ....................            -               -               -               -          20,256         20,256
    Net loss ........................            -               -               -      (6,161,541)              -     (6,161,541)
                                      ------------    ------------    ------------    ------------    ------------    -----------
BALANCE, December 31, 1997 ..........    $       -       5,465,807    $ 23,188,363    $(12,665,224)   $     20,256    $10,543,395
                                      ============    ============    ============    ============    ============    ===========
</TABLE>



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

                                       26

<PAGE>   27

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)


                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                             PERIOD FROM
                                                                                            JUNE 15, 1987
                                                                                             (INCEPTION)
                                                        YEARS ENDED DECEMBER 31,               THROUGH
                                                 ----------------------------------------    DECEMBER 31,
                                                   1995          1996            1997            1997
                                                 --------    ------------    ------------    ------------
<S>                                              <C>         <C>             <C>             <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ...................................  $(895,378)   $ (1,038,875)   $ (6,161,541)   $(12,216,224)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization ............      4,336           7,898         220,950         405,402
    Issuance of common stock options
       for services ..........................    105,000         103,950          60,000         268,950
    Amortization of deferred compensation ....          -               -               -          93,749
    Compensation expense for extension of
       Debt Conversion Agreements, net .......    503,147               -               -         503,147
    Gain on sale of assets ...................          -               -               -          (5,299)
    Increase in other receivables ............          -        (163,988)        (57,841)       (221,583)
    (Increase) decrease in prepaid expenses
      and deposits ...........................         92        (238,187)       (130,402)       (319,570)
    Increase in accounts
       payable and accrued expenses ..........     46,378          11,278         630,018       1,135,439
    Increase (decrease) in accrued payroll
       and related taxes .....................    121,667         103,388        (331,175)        638,694
    Increase (decrease) in accrued interest to
       related parties .......................     46,816             979        (122,396)        300,404
                                                 --------    ------------    ------------    ------------

        Net cash used in operating
            activities .......................    (67,942)     (1,213,557)     (5,892,387)     (9,416,891)
                                                 --------    ------------    ------------    ------------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Purchase of property and equipment .........     (2,461)       (131,600)     (3,563,790)     (3,835,565)
  Redemptions (purchases) of marketable
     securities and short-term investments ...          -      (7,448,546)      5,315,171      (2,133,375)
  Unrealized gain on available-for-sale
     securities ..............................          -               -          20,256          20,256
  Payment of organization costs ..............          -               -               -         (66,093)
  Proceeds from sale of equipment ............          -               -               -          29,665
  Issuance of note receivable ................          -               -               -         100,000
                                                 --------    ------------    ------------    ------------
         Net cash provided by (used in)
         investing activities ................     (2,461)     (7,580,146)      1,771,637      (5,885,112)
                                                 --------    ------------    ------------    ------------
</TABLE>


                                       27

<PAGE>   28

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)


               CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)



<TABLE>
<CAPTION>
                                                                                         PERIOD FROM
                                                                                        JUNE 15, 1987
                                                                                         (INCEPTION)
                                                   YEARS ENDED DECEMBER 31,                THROUGH
                                            -----------------------------------------    DECEMBER 31,
                                              1995           1996            1997            1997
                                            ---------    ------------    ------------    ------------
<S>                                         <C>          <C>             <C>             <C>         
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable
     to related parties, net ............   $  10,000       $ (22,500)      $       -       $ 757,900
  Proceeds from bank line of credit .....           -               -         850,000         850,000
  Increase in restricted cash ...........                                    (935,000)       (935,000)
  Proceeds from long-term debt...........           -               -         326,625         326,625
  Reduction of long-term debt............           -               -         (55,190)        (55,190)
  Proceeds from issuance of common stock
     and warrants net of related offering
     costs and expenses .................      55,000      18,810,431               -      19,541,828
  Proceeds from exercise of stock options           -               -           2,600
                                                                                                2,600
  Proceeds from Revenue Participation
     Units ..............................           -               -               -         676,000
  Cash paid out for fractional shares ...           -             (25)              -             (25)
  Cash at acquisition ...................           -               -               -         200,612
                                            ---------    ------------    ------------    ------------
       Net cash provided by financing
          activities ....................      65,000      18,787,906         189,035      21,365,350
                                            ---------    ------------    ------------    ------------
Net increase (decrease) in cash .........      (5,403)      9,994,203      (3,931,715)      6,063,347
Cash, beginning of period ...............       6,262             859       9,995,062               -
                                            ---------    ------------    ------------    ------------
Cash, end of period .....................   $     859    $  9,995,062    $  6,063,347    $  6,063,347
                                            =========    ============    ============    ============

SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:
  Conversion of accrued payroll into
     shares of no par value
     common stock .......................   $       -   $           -    $          -    $  1,141,838
                                            =========    ============    ============    ============
  Conversion of notes payable to
     related parties into shares
     of no par value common stock .......   $       -   $           -    $          -    $    500,000
                                            =========    ============    ============    ============
  Conversion of accrued interest into
     notes payable to related parties ...   $       -   $           -    $          -    $    300,404

                                            =========    ============    ============    ============
  Conversion of Revenue Participation
     Units into shares of no par value
     common stock .......................   $       -    $    676,000    $          -    $    676,000
                                            =========    ============    ============    ============
  Issuance of stock options for services    $ 105,000    $    103,950    $     60,000    $    268,950
                                            =========    ============    ============    ============

  Conversion of other accrued
     liabilities to shares of no par
     value common stock .................   $       -    $          -    $          -    $     52,104
                                            =========    ============    ============    ============
</TABLE>



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

                                       28

<PAGE>   29

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

1.      BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Organization and Nature of Business

        NeoTherapeutics, Inc. (the "Company") was incorporated in Colorado as
Americus Funding Corporation ("AFC") in December 1987. In August 1996, AFC
changed its name to NeoTherapeutics, Inc. and in June 1997, the Company was
reincorporated in the state of Delaware. At December 31, 1997, the Company had
two wholly owned subsidiaries, Advanced ImmunoTherapeutics, Inc. ("AIT"),
incorporated in California in June 1987, and NeoTherapeutics GmbH ("NEOT GmbH"),
incorporated in Switzerland in April 1997. AIT became a wholly owned subsidiary
of AFC in July 1989 in a transaction accounted for as a reverse acquisition. All
references to the "Company" hereinafter refer to the Company, AIT and NEOT GmbH
as a consolidated entity.

        The Company is a development stage biopharmaceutical enterprise engaged
in the discovery and development of novel therapeutic drugs intended to treat
neurodegenerative diseases and conditions, such as memory deficits associated
with Alzheimer's disease and aging, stroke, spinal cord injuries and Parkinson's
disease. The accompanying consolidated financial statements include the results
of operations of the subsidiary, AIT, from June 15, 1987 (inception), through
July 18, 1989 (date of acquisition of AFC), and the consolidated results of
operations of the Company thereafter.

        Development Stage Enterprise

        The Company is in the development stage and, therefore, devotes
substantially all of its efforts to research and development activities. Since
its inception, the Company has incurred cumulative losses of approximately $12.2
million through December 31, 1997, and expects to incur substantial losses over
the next several years. While the Company believes that its existing capital
resources (including the proceeds from its March 1998 private equity financing
- -- see Note 12) will be adequate to fund its capital needs for at least 12
months of operations, the Company also believes that, ultimately, it will
require substantial additional funds in order to complete the research and
development activities currently contemplated and to commercialize its proposed
products. The Company's future capital requirements and availability of capital
will depend upon many factors including, but not limited to, continued
scientific progress in research and development programs, the scope and results
of preclinical studies and clinical trials, the time and costs involved in
obtaining regulatory approvals, the cost involved in filing, prosecuting and
enforcing patent claims, competing technological developments, the cost of
manufacturing scale-up, the cost of commercialization activities and other
factors which may not be within the Company's control. Without additional
funding, the Company may be required to delay, reduce the scope or eliminate
one or more of its research and development projects, or obtain funds through
arrangements with collaborative partners or others which may require the
Company to relinquish rights to certain technologies, product candidates or
products that the Company would otherwise seek to develop or commercialize on
its own. Other factors impacting the future success of the Company are the
ability to develop products which will be safe and effective in treating
neurological and immunological diseases, and the ability to obtain government 
approval as well as dependency on key personnel.

        Principles of Consolidation

        The consolidated financial statements include accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated.

        Cash and Cash Equivalents

        Cash and cash equivalents consists of cash and highly liquid investments
of commercial paper and demand notes with original maturities of 90 days
or less. At December 31, 1997, cash equivalents of $935,000 was pledged as
collateral on a bank line of credit and was classified as restricted cash on the
balance sheet.

        Marketable Securities

        The Company accounts for investments in marketable securities under
Statements of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." The statement requires
investments in debt and equity securities to be classified among three
categories as follows: held-to-maturity, trading and available-for-sale. As of
December 31, 1997, securities held by the Company were considered as
held-to-maturity and available-for-sale. Securities held-to-maturity

                                       29

<PAGE>   30
                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

are stated at cost, adjusted for amortization of premiums and accretion of
discounts, which are recognized as adjustments to interest income on investment
securities. A valuation allowance is not established to recognize temporary
market value fluctuations as the Company has the intent and ability to hold
these investments until maturity. Available-for-sale securities are carried at
fair value, with unrealized gains and losses reported as a separate component of
stockholders' equity. Quoted market prices have been used in determining the
fair value of these investments. Short-term investments consist of commercial
paper and equivalent corporate obligations and are stated at amortized cost,
with respect to held-to-maturity investments, and at fair value with respect to
investments classified as available-for-sale securities.

        Property and Equipment

        Property and equipment are carried at cost, less accumulated
depreciation. Depreciation is computed using principally the straight-line
method over the following estimated useful lives:

                 Equipment                         5 to 7 Years
                 Leasehold Improvements            Term of Lease

        Research and Development

        All costs related to research and development activities are expensed in
the period incurred.

        Grant Revenue

        Revenue consists of amounts earned from grants which are recognized in
accordance with the terms of the related agreements.

        Income Taxes

        The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." This
statement, among other things, requires that income taxes be accounted for using
the liability method.

        Stock Based Compensation

        The Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation" in October 1995. SFAS 123 encourages
companies to adopt a fair value approach to valuing stock options that would
require compensation cost to be recognized based on the fair value of stock
options granted. The Company has elected as permitted by the standard, to
continue to follow its intrinsic value based method of accounting for stock
options consistent with Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." Under the intrinsic method,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the measurement date over the
exercise price.

        Net Loss Per Share

        Net loss per share is calculated using the weighted average number of
shares outstanding for the period. Common equivalent shares are excluded from
the computation as their effect is antidilutive. In February 1997, the Financial
Accounting Standards Board issued SFAS No. 128 "Earnings per Share," which
requires companies to present basic earnings per share and diluted earnings per
share, instead of the primary and fully diluted earnings per share (EPS) as
previously required. The new standard requires additional information
disclosures, and also makes certain modifications to the EPS calculations
defined in APB No. 15. The new standard is required to be adopted by all public
companies for reporting periods ending after December 15, 1997, and require
restatement of EPS for all prior periods reported. The differences between EPS
reported in prior years and restated EPS amounted to an increased loss of $0.07
and $0.01 per share in 1995 and 1996, respectively.

New Pronouncements

        Comprehensive Income

        Effective for fiscal years beginning after December 15, 1997, SFAS No.
130 "Reporting Comprehensive Income" requires that comprehensive income and its
components as defined in the statement, be reported in a financial statement.
Current accounting standards require that certain items such as (1) foreign
currency translation adjustments, (2) unrealized gains and losses on certain
investments in debt and equity securities, and (3) unearned compensation expense
related to stock issuances to employees be presented as separate components of
stockholders' equity without having been recognized in the determination of net
income. Effective for fiscal years beginning after December 15, 1997,
comprehensive income must be reported "in a financial statement that is
displayed with the same prominence as other financial statements." The Company
will adopt the provisions of SFAS No. 130 for the 1998 fiscal year. The Company
does not expect SFAS No. 130 to have a material effect on the Company's
financial statements.

        Segment Reporting

        SFAS No. 131 ("Disclosure About Segments of an Enterprise and Related
Information") is effective for financial statements for periods beginning after
December 15, 1997. SFAS No. 131 replaces SFAS No. 14 (Financial Reporting for
Segments of a Business Enterprise) and several other pronouncements that amended
FAS-14. SFAS No. 131 requires the disclosure of extensive information about an
entity's operating segments. In addition to disclosure of information about
multiple reporting segments, an enterprise is required to report certain
disaggregated information, even if it functions as a single operating unit.
The Company will adopt SFAS No. 131 for the 1998 fiscal year.

        Reclassifications

        Certain amounts in the accompanying 1995 financial statements have been
reclassified to conform with the 1996 and 1997 presentation.

        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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

                                       30

<PAGE>   31

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.      RELATED PARTY TRANSACTIONS

        During 1987 and 1988, the Company's Chief Executive Officer, who is also
a major stockholder of the Company, loaned a total of $270,650 to the Company
for working capital purposes, of which $250,000 plus $2,000 of accrued interest
was canceled in December 1988 in exchange for the issuance of 28 RPU's. The
RPU's, in turn, were converted into 112,000 shares of common stock (see Note 8).

        From 1989 through 1993 the Company borrowed an additional $757,900 from
the Chief Executive Officer which, together with accrued interest of $300,404,
aggregated $1,058,304 on December 31, 1993, at which time the Company issued
200,000 shares of common stock to the Chief Executive Officer in exchange for
cancellation of $500,000 of loans made to the Company. The remaining $257,900 in
principal and accrued interest of $300,404 were converted to a $558,304
promissory note which, as amended from time to time, is currently unsecured,
bears interest at 9% per annum, and is payable upon demand.

        In September 1990, the Company issued a warrant to the Chief Executive
Officer to purchase up to 88,173 shares of common stock of the Company at any
time between September 1, 1990 and August 31, 1995 for $3.75 per share.
Effective August 31, 1995, the expiration date of the warrant was extended to
August 31, 2000.

        In June 1990, certain founders and key employees of the Company
converted $503,144 of accrued salaries due them to 402,518 shares of common
stock at the price of $1.25 per share, the estimated fair market value as
determined by the Board of Directors. On December 31, 1993, certain key
employees agreed to accept 276,318 shares of common stock, in exchange for
cancellation of $690,798 of indebtedness for unpaid compensation and
unreimbursed expenses. The exchange, which was at the price of $2.50 per share,
was in excess of estimated fair market value on the issuance date as determined
by the Board of Directors. All of the aforementioned shares, aggregating 678,836
shares, had a risk of forfeiture whereby, if the Company did not generate a
minimum of $500,000 in total operating revenues from inception through December
31, 1995, all shares were to be returned to the Company and the holders would
forfeit all rights to the shares and any claim to the previously accrued but
unpaid compensation and expenses. Effective December 31, 1995, five of the
parties, including the Chief Executive Officer, who were present or past
employees, entered into agreements with the Company, whereby the forfeiture date
for the Debt Conversion Agreements of 1990 and 1993 was extended from December
31, 1995 to December 31, 1997, in exchange for increasing the minimum total
operating revenues from $500,000 to $1,000,000 to be achieved by December 31,
1997. The compensation expense previously recorded which related to the shares
forfeited on December 31, 1995, was reversed in the 1995 statement of
operations. Accordingly, a new measurement date exists for new shares issued
subject to forfeiture on December 31, 1997. The value used to record
compensation expense is the estimated fair market value as determined by the
Board of Directors on December 31, 1995. One party claimed that his 88,848
shares are vested and that there was no need for him to enter into a new
Agreement, and therefore had not entered into an Agreement under the new terms.
As of December 31, 1997, when the Agreement terminated, the Company did not
achieve the revenue goals set forth in the Agreement, as previously amended.
Several former employees who are parties to the Agreement have indicated
disagreement with the Company's position and, to date, none of the shares have
been surrendered for cancellation. The Company's Chief Executive Officer and his
wife, the Secretary and Treasurer of the Company, have indicated that they are
willing to conditionally surrender their shares, (amounting to an aggregate of
402,245 shares) subject to resolution of the dispute with the aforementioned
former employees. Until such time as the Company can obtain the surrender of all
of these shares and the matter is fully resolved, the Company is accounting for
all of the stock, which it has deemed forfeited, as issued and outstanding.

                                       31

<PAGE>   32

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


        Assignment of Patents by Chief Executive Officer

        The Chief Executive Officer of the Company has assigned two patents to
the Company:

        a) On June 6, 1991, the Chief Executive Officer assigned to the Company
           all rights to the inventions covered by U.S. Patent No. 5,091,432 (a
           composition of matter patent covering the "AIT" series of chemical
           compounds) and any corresponding foreign applications and patents,
           including all continuations, divisions, reissues and renewals of said
           applications and any patents issued out of or based upon said
           applications;
        b) On June 30, 1996, the Chief Executive Officer assigned to the Company
           all rights to the inventions covered by U.S. Patent No. 5,447,939,
           covering certain inventions in carbon monoxide dependent guanylyl
           cyclase and methods of use.

        Both patent assignment agreements, which were amended on July 26, 1996,
expire concurrently with the expiration of the underlying patent and any patents
derived therefrom. Under each of the Agreements, as amended, the Company is
obligated to pay the Chief Executive Officer a royalty of two percent (2%) of
all revenues derived by the Company from the use and sale by the Company of any
products or methods included in the patents. Further, in the event that the
Chief Executive Officer's employment is terminated by the Company without cause,
the royalty rate under each Agreement was to be increased to five percent (5%).
Finally, in the event of the Chief Executive Officer's death, the family or
estate is entitled to continue to receive under each Agreement royalties at a
rate of two percent (2%) for the duration of the respective agreement.

        McMaster University Agreement

        On July 10, 1996 the Company entered into a license agreement with
McMaster University (the "University") which allows the Company use of certain
chemical compounds developed by the University covered in a patent filed jointly
by the Company and the University. Under the agreement the Company paid a one
time licensing fee of $15,000 and is obligated to pay an annual royalty of five
percent (5%) on net sales of products containing compounds developed by the
University. The Company commenced payment of minimum annual royalties of $25,000
beginning July 1997.

        Employment Agreement

        Effective July 1, 1996, the Company entered into an employment agreement
with the Chief Executive Officer. The agreement, among other things, provides
for the grant of incentive stock options, an annual base salary with annual
increases and an annual bonus based on the Company's attainment of certain
performance objectives. The agreement terminates on June 30, 1999. The agreement
also provides for guaranteed severance payments upon the Chief Executive
Officer's termination of employment without cause, or upon a change of control
of the Company. In connection with entering into this Agreement, the Chief
Executive Officer was granted an incentive option to purchase 75,000 shares of
common stock at 110 percent of fair market value at the date of grant ($4.13 per
share). This option vests in three equal increments over the life of the
agreement.


                                       32

<PAGE>   33

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.      MARKETABLE SECURITIES

        A summary of marketable securities at December 31, 1996 and 1997 are as
follows:


<TABLE>
<CAPTION>
                                                             Gross          Gross
                                                          Unrealized      Unrealized       Market
    Type of Investment                          Cost         Gains         (Losses)         Value
    ------------------                          ----         -----         --------         -----
<S>                                          <C>           <C>            <C>            <C>        
December 31, 1996:
    Held-to-Maturity:
      Commercial Paper                       $ 1,553,759   $        --    $   (10,769)   $ 1,542,990
      Corporate Bonds                          4,148,355         1,391           (468)     4,149,278
                                             -----------   -----------    -----------    -----------
                                               5,702,114         1,391        (11,237)     5,692,268
      U.S. Government Agencies                 1,746,432         1,468             --      1,747,900
                                             -----------   -----------    -----------    -----------
         Total Securities Held to Maturity   $ 7,448,546   $     2,859    $   (11,237)   $ 7,440,168
                                             ===========   ===========    ===========    ===========

December 31, 1997:
    Held-to-Maturity:
      Corporate Bonds                        $   168,992   $     1,008    $        --    $   170,000
                                             -----------   -----------    -----------    -----------
    Available-for-Sale:
      U.S. Government Treasury
        Notes and Bonds                        1,292,951        10,218           (388)     1,302,781
      U.S. Government guaranteed
        securities                               447,900         8,770             --        456,670
      Corporate Bonds                            203,276         1,656             --        204,932
                                             -----------   -----------    -----------    -----------
         Total securities available            1,944,127        20,644           (388)     1,964,383
                                             -----------   -----------    -----------    -----------

         Total Investments                   $ 2,113,119   $    21,652    $      (388)   $ 2,134,383
                                             ===========   ===========    ===========    ===========
</TABLE>


     The above securities are shown in the accompanying balance sheet at
December 31, 1997, as follows:


<TABLE>
<S>                                                               <C>         
         Marketable securities and short-term investments:
                Held-to-Maturity                                  $    168,992
                Available-for-Sale                                   1,964,383
                                                                  ------------
                                                                  $  2,133,375
                                                                  ============
</TABLE>


     There were no sales of securities for the year ended December 31, 1997.


4.      DEBT

        During August 1997, the Company established a Line of Credit Agreement
with its bank which expires August 30, 1998. Borrowings under the Agreement
(maximum $1,600,000) were originally secured by a marketable security having a
face amount of $1,750,000. During December 1997, the security was redeemed by
the issuer at face amount. Pursuant to the Agreement, current borrowings are
secured by cash equivalents equal to approximately 111% of the outstanding loan
amount. At December 31, 1997, the Company was indebted to the bank for $850,000
under the Agreement. Such debt was collateralized by restricted cash equivalents
in the amount of $935,000. The interest rate on these borrowings was
approximately 8% at December 31, 1997. At February 28, 1998, the Company had no
borrowings under the Agreement.

        In September 1997, the Company financed the premium for a three year
insurance policy through a borrowing from the insurer. The loan is payable
through August 2000 in monthly installments of $9,475, including principal and
8.25% interest. Future installments of principal are as follows:


<TABLE>
<CAPTION>
               Year                         Amount
               ----                         ------
<S>                                        <C>     
               1998                        $ 94,886
               1999                         102,975
               2000                          73,574
                                           --------
                                           $271,435
                                           ========
</TABLE>


                                       33

<PAGE>   34

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.      REVENUE FROM GRANTS

        In July 1995, a Small Business Innovative Research Grant (the SBIR
Grant) from the National Institute of Health was completed and no additional
funds were due or collected. The Company has received an aggregate of $497,128
from the SBIR Grant. 

6.      PROVISION FOR INCOME TAXES

        No provision for federal and state income taxes has been recorded as the
Company incurred net operating losses through December, 31, 1997. At December
31, 1997, the Company had approximately $8 million of federal net operating loss
carryforwards available to offset future United States taxable income, if any;
and approximately $12 million of net operating loss carryforwards available for
financial reporting purposes. Such carryforwards expire from 2009 through 2012.
The primary differences between tax and financial reporting is the
capitalization of certain start-up expenses for income tax reporting purposes
which are expensed for financial reporting purposes. Under the Tax Reform Act of
1986, the amounts of and benefits from net operating losses carried forward may
be impaired or limited in certain circumstances. Events which may cause
limitations in the amount of net operating losses that the Company may utilize
in any one year include but are not limited to, a cumulative ownership change of
more than 50 percent over a three year period. At December 31, 1997, the effect
of such limitation, if imposed, has not been determined. The Company's foreign
subsidiary has a loss carryforward of approximately $1.7 million at December 31,
1997. The Company's foreign subsidiary has a loss carryforward of approximately
$1.7 million at December 31, 1997, resulting principally from the transfer of
licensing rights by the Parent to the foreign subsidiary and from the Parent
Company's allocation of research and development costs to the foreign subsidiary
during the period April through December 1997.

7.      COMMITMENTS AND CONTINGENCIES

        Facility Leases

        During late June 1997, the Company relocated to a new facility, which it
leases from a property developer under a non-cancelable operating lease expiring
in June 2004. The lease requires monthly rent payments (subject to increases in
cost of living adjustments) ranging from $38,800 to $47,600 over its term, plus
property taxes, insurance and maintenance reimbursements. The lease contains two
five year options to renew at fair value rates in effect at the time of renewal.
In addition, the Company leases certain office and telephone equipment under
non-cancelable operating leases expiring in 2002. Minimum lease requirements for
each of the next five years and thereafter under the aforementioned property and
equipment leases follows:


<TABLE>
<S>                                                                   <C>        
               Years ending December 31:
                      1998                                             $  484,100
                      1999                                                501,600
                      2000                                                517,800
                      2001                                                513,400
                      2002                                                542,100
                      2003-2004                                           839,600
                                                                       ----------
                                                   Total               $3,398,600
                                                                       ==========
</TABLE>


        Rent expense for the years ended December 31, 1997 and 1996 aggregated
approximately $372,000 and $26,800 respectively.


                                       34

<PAGE>   35

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


        University Research Grants

        At December 31, 1997, the Company has committed to pay an aggregate of
$320,700 to a number of universities, including $50,000 to the Reeve-Irvine
Research Center at the University of California, Irvine, to conduct general
scientific research programs and to provide for a Fellowship Grant. The Company
anticipates paying all of these grants in 1998.

8.      STOCKHOLDERS' EQUITY (DEFICIT)

        Revenue Participation Units

        In 1988 and 1989, AIT raised private placement funds via a financial
instrument specified as a Revenue Participation Unit ("RPU"). The Company raised
an aggregate of $676,000 from the issuance of seventy-five RPU's at prices
ranging from $9,000 to $10,000 per RPU. The RPU's entitled holders to cash
payments based on stipulated percentages of revenues. Holders of RPUs were
entitled to convert to common stock at any time and AIT had the option to redeem
the RPU's subject to certain conditions by paying cash or in exchange for common
stock.

        In July 1996, the Company offered, and all RPU holders accepted, an
option to convert each RPU unit into 4,000 shares of common stock (300,000
shares in the aggregate) in exchange for waiving all rights as an RPU holder.

        Reverse Stock Split

        In June 1996, the Board of Directors authorized, with shareholder
approval, a reverse split of the Company's outstanding common stock on the basis
of 1 share for each 2.5 shares of the then outstanding common stock. The Board
of Directors also authorized, with shareholder approval, an increase in the
authorized common stock from 10 million to 25 million shares and the creation of
a new class of preferred stock with the authorization to issue up to 5 million
shares of such preferred stock. All references to common stock amounts and loss
per share in the accompanying financial statements give effect to the reverse
stock split.

        Re-incorporation

        During June 1997, the stockholders of the Company approved the
re-incorporation of the Company as a Delaware corporation. In connection
therewith, a par value of $.001 per share was assigned to the common stock of
the Company. The total number of authorized and issued shares remained
unchanged.

        Common Stock

        During 1993, the Company issued to a financial consultant in exchange
for investment banking services, 40,000 shares of common stock at $1.35 per
share, the market value on issuance date, for an aggregate amount of $54,000.

        During 1994, three investors bought 13,000 shares of restricted
(restrictions as to transferability) common stock at $2.50 per share, for an
aggregate amount of $32,500, through a private placement. During 1995, six
investors bought 22,000 shares of restricted common stock at $2.50 per share,
for an aggregate amount of $55,000, through a private placement.

        From January 1, 1996 to June 20, 1996, 266,800 shares of restricted
(restrictions as to transferability) common stock were issued at $2.50 per
share, for an aggregate amount of $633,650 (net of commission), through a
private placement.

        In June 1996, the Company filed a registration statement with the
Securities and Exchange Commission offering to the public 2,500,000 units (the
"Units"), each Unit consisting of one share of the Company's common stock (the
"common stock"), and one warrant to purchase one share of common stock (the
"warrants"). The registration statement became effective on September 26, 1996,
and on October 1, 1996, the Company realized $17,363,003 in net proceeds from
the sale of the 2,500,000 Units.

                                       35

<PAGE>   36

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


        On October 11, 1996, the principal underwriter of the offering exercised
a portion of its overallotment option and purchased 200,000 Units for net cash
of $1,389,280. The Units separated immediately following issuance and the common
stock and Warrants that made up the Units trade only as separate securities.

9.      STOCK OPTIONS

        The Company has two stock option plans: the 1991 Stock Incentive Plan
(the "1991 Plan") and the 1997 Stock Incentive Plan (collectively, the "Plans").
The Plans were adopted by the Company's shareholders and Board of Directors in
May 1991 and June 1997, respectively, and provide for the granting of incentive
and nonqualified stock options as well as other stock-based compensation. The
1991 Plan authorizes for issuance up to 140,000 shares of the Company's common
stock and the number of shares issuable increases automatically each January 1
by a number equal to 1% of the then total outstanding shares. On August 7, 1996,
the Company's shareholders approved an amendment to the 1991 Plan increasing the
number of authorized shares by 60,000, to a total of 293,154 shares as of that
date. As of January 1, 1998, the number of shares authorized under the 1991 Plan
automatically increased by 54,658 (one percent of the total shares outstanding
on that date) to a total of 347,812. Options which have been granted under the
1991 Plan contain vesting provisions determined by the Board of Directors which
range from one to four years. The 1997 Plan authorizes for issuance up to
500,000 shares of the Company's common stock. Under the Plans, shares of the
Company's common stock may be granted to directors, officers and employees of
the Company, except that incentive stock options may not be granted to
non-employee directors.

        The Plans provide for issuance of incentive stock options having
exercise prices equal to the fair market values of the stock at the times of
grant of the options or, in certain circumstances, at option prices at least
equal to 110 percent of the fair market value of the stock at the time the
options are granted. An option granted under the Plans is exercisable in such a
manner and within such period, not to exceed ten years from the date of the
grant, as shall be set forth in a stock option agreement between the employee
and the Company.

        Stock options have also been issued outside of the aforementioned plans
to various consultants. During the period of December 1993 through December
1996, the Company issued a total of 194,000 options to purchase common stock to
two technical consultants and a financial consultant in exchange for past and
future services. The options are exercisable through December 31, 2001 at an
exercise price of $0.025 per share. As the exercise price was lower than the
fair market value of the stock on the date the options were granted,
compensation expense was recorded for the difference between the option exercise
price and the estimated fair market value of the stock as determined by the
Board of Directors on the grant date. All options and warrants issued outside of
the plan were vested and exercisable upon issuance. In September 1990, the
Company issued a Warrant to the Chief Executive Officer of the Company to
purchase 88,173 shares of common stock at $3.75 per share. The Warrant expires
August 31, 2000.

        In January 1997, the Company issued stock options for 180,000 shares to
a financial consultant at the exercise price of $3.875 per share. A portion
(30,000) of the options, were vested immediately. The remaining 150,000 options
will vest upon the occurrence of certain events as specified in the related
agreements. The Company recognized $60,000 of compensation expense for these
options pursuant to SFAS No. 123.

        The Company's 1987 Stock Incentive Plan expired in 1997. No options had
been issued under that Plan.

                                       36

<PAGE>   37
                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        A summary of stock option activities are as follows:


<TABLE>
<CAPTION>
                                              1995                         1996                      1997
                                    ------------------------     -----------------------  ------------------------
                                                 Weighted                    Weighted                  Weighted
                                                 Average                     Average                   Average
                                    Shares    Exercise Price     Shares   Exercise Price  Shares    Exercise Price
                                    ------    --------------     ------   --------------  ------    --------------

<S>                                 <C>           <C>            <C>          <C>         <C>            <C>  
Outstanding at beginning of year    198,173       $0.28          240,173      $0.24       447,173        $3.15
Granted                              42,000        0.025         207,000       3.39       329,000         5.37
Exercised                                -            -                -          -      (104,000)        0.025
Forfeited                                -            -                -          -       (14,000)        4.29
Expired                                  -            -                -          -            -             -
                                    -------       -----          -------      -----       -------        -----
Outstanding, at end of year         240,173       $0.24          447,173      $3.15       658,173        $4.66
                                    =======       =====          =======      =====       =======        =====
Exercisable, at end of year         240,173       $0.24          270,173      $0.21       363,923        $1.18
                                    =======       =====          =======      =====       =======        =====
</TABLE>


        The following table summarizes information about stock options
outstanding at December 31, 1997:


<TABLE>
<CAPTION>
                              Weighted    Weighted                 Weighted
  Range of        Number       Average    Average      Number      Average
  Exercise      Outstanding   Remaining   Exercise   Exercisable   Exercise
   Prices       at 12/31/97     Life       Price      12/31/97      Price
  --------      -----------   ---------   --------   -----------   --------
<S>               <C>          <C>          <C>       <C>           <C>
 .025 to 3.74       90,000       2.00         .025       90,000        .025
3.75 to 4.50      443,673       7.60        4.01       241,923       4.06 
4.51 to 12.88     124,500       9.53        9.19        32,000       9.97 
</TABLE>


        As of December 31, 1997, there were 45,000 options outstanding under
the 1997 plan, 254,000 options outstanding under the 1991 Plan and the
remaining 359,173 outstanding options were granted outside of option plans.

        The Company applies APB Opinion No. 25 and related interpretations in
accounting for stock options, and does not recognize compensation expense when
the exercise price of the options equals the fair market value of the
underlying shares at the date of grant. Directors' stock options are treated in
the same manner as employee stock options for accounting purposes. Under SFAS
No. 123, the Company is required to present certain pro forma earnings
information determined as if employee stock options were accounted for under
the fair value method of that statement.

        The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 1995, 1996 and 1997,
respectively: risk-free interest rates of 5.86%, 6.52% and 6.37%; zero
expected dividend yields; expected lives of 5 years; expected volatility of 50
percent.

        For purposes of the following required pro forma information, the
weighted average fair value of stock options granted in 1995, 1996 and 1997 was
$2.48, $2.14 and $3.06, respectively. The total estimated fair value is
amortized to expense over the vesting period.


<TABLE>
<CAPTION>
                                      1995         1996           1997
                                   ---------   ------------    -----------
<S>                                <C>         <C>           <C>
Pro forma net loss                 $(999,593)  $(1,218,389)    $(6,551,287)
Pro forma basic and diluted
  loss per share                   $   (0.48)  $     (0.37)    $     (1.21)
</TABLE>


10.     SALARY DEFERRAL PLAN

        The Company established a 401(k) Salary Deferral Plan on January 1,
1990. The Plan allows eligible employees to defer part of their income on a
tax-free basis. Contributions by the Company to the Plan are discretionary upon
approval by the Board of Directors. To date, the Company has not made any
contributions into the Plan.

                                       37

<PAGE>   38

                     NEOTHERAPEUTICS, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.     RESEARCH ACTIVITIES

        During 1995, the National Institute on Aging (NIA) and the National 
Institute for Mental Health (NIMH) issued contracts to an independent 
subcontractor of theirs to manufacture AIT-082 for animal and human testing 
programs. The NIA also issued an additional contract to one of its 
subcontractors to conduct the subchronic animal toxicity studies required by the
U.S. Food and Drug Administration as a part of any Investigational New Drug 
(IND) application for AIT-082. The entire cost of these two contracts will be 
paid by the NIA and NIMH directly to the subcontractors.

12.     EVENTS SUBSEQUENT TO DECEMBER 31, 1997

        On March 27, 1998, the Company executed an Agreement with a private
investor which provides for the Company, at its sole discretion, subject to
certain restrictions, to sell ("put") to the investor up to $15 million of its
common stock, subject to a minimum put of $1 million. The Agreement expires
thirty months after the effective date of a Registration Statement (which is
required to be filed within 45 days of the closing) and, among other things,
provides for minimum and maximum puts ranging from $500,000 to $2,000,000
depending on the Company's stock price and trading volume. Puts cannot occur
more frequently than every 15 days, and are subject to a discount of 12% from
the then current average market price, as determined under the Agreement. In
addition, the Company is required to pay sales commissions consisting of cash
and shares of common stock and will issue to the investor warrants to purchase
25,000 shares of common stock at 130% of the market price, as defined in the
Agreement.



                                       38

<PAGE>   39

I
TEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Not applicable.




                                    PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

        The following table sets forth certain information with respect to each
person who is an executive officer or a director of the Company:


<TABLE>
<CAPTION>
Name                                        Age                 Position
- ----                                        ---                 --------
<S>                                          <C>      <C>                   
Executive Officers and Directors

Alvin J. Glasky, Ph.D.  .................    64       Chairman of the Board,
                                                      Chief Executive Officer,
                                                      President and Director

Samuel Gulko.............................    66       Chief Financial Officer
Stephen  Runnels.........................    48       Executive Vice President
Michelle S. Glasky, Ph.D.  ..............    38       Vice President Scientific Affairs
Mark J. Glasky...........................    35       Director
Frank M. Meeks...........................    52       Director
Carol O'Cleireacain, Ph.D.  .............    51       Director
Paul H. Silverman, Ph.D., D.Sc.  ........    72       Director
Rosalie H. Glasky........................    61       Secretary and Treasurer
</TABLE>


Executive Officers and Directors

        Alvin J. Glasky, Ph.D., has been Chief Executive Officer, President and
a director of AIT since its inception in June 1987, and has served as the
Chairman of the Board, Chief Executive Officer, President and a director of the
Company since July 1989, when AIT became a wholly-owned subsidiary of the
Company. From March 1986 to January 1987, Dr. Glasky was Executive Director of
the American Social Health Association, a non-profit organization. From 1968
until March 1986, Dr. Glasky was the President and Chairman of the Board of
Newport Pharmaceuticals International, Inc., a publicly-held pharmaceutical
company that developed, manufactured and marketed prescription medicines. From
1966 to 1968, Dr. Glasky served as Director of Research for ICN Pharmaceutical,
Inc. and as Director of the ICN-Nucleic Acid Research Institute in Irvine,
California. During that period he was also an assistant professor in the
Pharmacology Department of the Chicago Medical School. Dr. Glasky currently is a
Regent's Professor at the University of California, Irvine. Dr. Glasky received
a B.S. degree in Pharmacy from the University of Illinois College of Pharmacy in
1954 and a Ph.D. degree in Biochemistry from the University of Illinois Graduate
School in 1958. Dr. Glasky was also a Post-Doctoral Fellow, National Science
Foundation, in Sweden.

        Mark J. Glasky has been a director of the Company since August 1994.
Since 1982, Mr. Glasky has been employed by Bank of America NT&SA in various
corporate lending positions and currently serves as Vice President Commercial
Banking Manager. Mr. Glasky obtained a B.S. degree in International Finance from
the University of Southern California in 1983 and an M.B.A. degree in Corporate
Finance from the University of Texas at Austin in 1987.

        Frank M. Meeks has been a director of the Company since July 1989. Since
September 1992, Mr. Meeks has been pursuing personal investments in real estate,
property management and oil and gas. Mr. Meeks was employed by Environmental
Developers, Inc., a real estate development and construction company, from June
1979 until March 1993, first as Vice President and finally as Financial Vice
President. Mr. Meeks obtained a B.S. degree in Business Administration from
Wittenberg University in 1966, and an M.B.A. degree from Emory University in
1967. Mr. Meeks is a non-practicing certified public accountant and a licensed
real estate broker.

        Carol O'Cleireacain, Ph.D., has been a director of the Company since
September 1996. Dr. O'Cleireacain has served as an independent economic and
management consultant in New York City since 1994. Since 1997 through 1998, Dr.
O'Cleireacain has been an adjunct Associate Professor at the Wagner Graduate
School of Public Service, New York University and at Barnard College, Columbia
University and is serving on a Presidential Commission examining the possibility
of a capital budget for the United States. Since May 1996, Dr. O'Cleireacain has
served as a director of Franklin Research and Development Corp., an
employee-owned investment company in Boston. From March 1996 until June 1997 Dr.
O'Cleireacain was a Visiting Fellow, Economic Studies, at The Brookings
Institution in Washington D.C., where she authored The Orphaned Capital:
Adopting the Right Revenues for the District of Columbia. From April 1994
through April 1996, Dr. O'Cleireacain served as the first nominee of the United
Steelworkers of America and the first woman director of ACME Metals Inc. Dr.
O'Cleireacain served as the Director of the New York City Office of Management
and Budget from August 1993 until December 1993. From February 1990 until August
1993, Dr. O'Cleireacain was the Commissioner of the New York City Department of
Finance. Dr. O'Cleireacain received a B.A. degree, with honors, in Economics
from the University of Michigan in 1968, an M.A. degree in Economics from the
University of Michigan in 1970 and a Ph.D. in Economics from the London School
of Economics in 1977. Dr. O'Cleireacain is a member of the Council of Foreign
Relations.

        Paul H. Silverman, Ph.D., D.Sc., has been a director of the Company
since September 1996. Dr. Silverman has served as a Director for the Western
Center of the American Academy of Arts and Sciences located on the University of
California, Irvine campus since March 1997. Since March 1993, Dr. Silverman has
also been an Adjunct Professor in the Department of Medicine at the University
of California, Irvine. From January 1994 until July 1996 Dr. Silverman has
served as an Associate Chancellor for the Center for Health Sciences at the
University of California, Irvine. From August 1992 until January 1994, Dr.
Silverman served as the Director of Corporate and Government Affairs at the
Beckman Laser Institute and Medical Clinic in Irvine, California. From November
1990 until December 1993, Dr. Silverman served as Director of Scientific Affairs
at Beckman Instruments, Inc. Prior to 1990, Dr. Silverman served as the Director
of the Systemwide Biotechnology Research and Education Program for the
University of California; the Director of 

                                       39

<PAGE>   40

the Donner Laboratory and an Associate Director of the Lawrence Berkeley
Laboratory at the University of California, Berkeley; as the President of the
University of Maine at Orono; as the President of The Research Foundation of the
State University of New York, and as the head of the Department of
Immunoparasitology at Glaxo, Ltd. Dr. Silverman received his Ph.D. in
Parasitology and Epidemiology and his Doctor of Science degree from the
University of Liverpool, England.

        Samuel Gulko has served as the Chief Financial Officer of the Company,
on a part-time basis, since September 1996. From 1968 until March 1987, Mr.
Gulko served as a partner in the audit practice of Ernst & Young, LLP, Certified
Public Accountants. From April 1987 to the present, Mr. Gulko has been
self-employed as a Certified Public Accountant and business consultant, as well
as the part-time Chief Financial Officer of several companies, including a
computer peripheral manufacturer (from April 1987 to March 1991) and a chain of
medical clinics (from April 1987 to September 1990). Mr. Gulko obtained his B.S.
degree in Accounting from the University of Southern California in 1958.

        Stephen Runnels joined the Company as Executive Vice President in April,
1997. Prior to joining the Company, Mr. Runnels held the position of Vice
President, Marketing and Business Development for Sigma-Aldrich, Inc., a Fortune
500 manufacturer of biochemicals, pharmaceuticals, and biotechnology products.
Mr. Runnels has also held positions as Vice President - Sales and Marketing for
Irvine Scientific, and Vice President, International Operations for Gamma
Biologicals. Mr. Runnels is certified by the American Society of Clinical
Pathologists as a specialist in Immunohematology, and was an instructor of
Clinical Immunology at Arizona State University. Mr. Runnels obtained a B.S. in
Cell Biology from the University of Arizona.

        Michelle S. Glasky, Ph.D. joined the Company as Director of Scientific
Affairs in July 1996 and was promoted to Vice President, Scientific Affairs in
June 1997. Prior to joining the Company, Dr. M. Glasky worked at the Department
of Pathology, University of Southern California School of Medicine, as a
Research Associate and Laboratory Administrator from February 1991 until July
1996. Dr. M. Glasky served as a consultant to the Company from August 1990 to
July 1996. Dr. M. Glasky holds a research professor position at the University
of California, Irvine. Dr. M. Glasky received a B.A. degree in Microbiology from
the University of California, San Diego in 1981, and a Ph.D. degree in
Biomedical Sciences from the University of Texas Health Science Center in 1988.
Dr. M. Glasky completed a post-doctoral fellowship at Stanford University School
of Medicine.

        Rosalie H. Glasky has served as Treasurer and Secretary of the Company
since November 1991.

        Mark J. Glasky and Dr. Michelle S. Glasky are the adult son and
daughter, respectively, of Dr. Alvin Glasky and Rosalie Glasky. Dr. Alvin Glasky
and Rosalie Glasky are husband and wife.

        The Board of Directors of the Company currently consists of five
directors and there are no vacancies. All directors hold office until the next
annual meeting of shareholders or until their successors have been duly elected
and qualified. Officers are elected by, and serve at the discretion of, the
Board of Directors. The Board of Directors currently has two committees. The
Compensation Committee, which consists of Mr. Meeks, Dr. O'Cleireacain and Dr.
Silverman, has been established to recommend salaries and incentive compensation
for executive officers of the Company. The Audit Committee, which consists of
Dr. O'Cleireacain, Mr. Glasky and Mr. Meeks, has been established to review the
results and scope of the audit and other services provided by the Company's
independent public accountants.

SCIENTIFIC ADVISORY BOARD

        The Company has established a Scientific Advisory Board consisting of
distinguished scientists whom the Company believes will make a contribution to
the development of the Company's business. The Scientific Advisory Board members
review the Company's research and development progress, advise the Company of
advances in their fields and assist in identifying special product
opportunities. Members are compensated on a consulting fee basis for their
services and are reimbursed for reasonable travel expenses. Each of Dr. Nelson
and Dr. Krassner, in their capacity as members of the Scientific Advisory Board,
received options to purchase 6,000 shares of common stock for $0.025 per share
as compensation for their services during 1996. All of the advisors are employed
by employers other than the Company and may have commitments to, or consulting
or advisory agreements with, other entities, including potential competitors of
the Company, that may limit their availability to the Company. Although these
advisors may contribute 

                                       40

<PAGE>   41

significantly to the affairs of the Company, none are required to devote more
than a small portion of his time to the Company in their capacity as members of
the Scientific Advisory Board. The members of the Scientific Advisory Board
currently are as follows:

        Stuart M. Krassner, Ph.D. has been affiliated with the University of
California, Irvine since 1965, currently as Professor of Biological Sciences and
formerly in several administrative positions, most recently as Associate Dean of
Research and Graduate Studies. Dr. Krassner has conducted research at both the
Rockefeller University (New York) and the Swiss Tropical Institute (Basel). Dr.
Krassner's research interests included parasitology and immunology and has
numerous publications in those fields. Dr. Krassner received his doctorate
degree in Parasitology from Johns Hopkins University in 1961.

        Eric L. Nelson, Ph.D. has been a pharmaceutical research consultant
since 1986. He was a founder, and served as Chairman until 1986, of Nelson
Research and Development Corporation, a publicly held corporation engaged in
research and development of drug receptor technology applied to the development
of pharmaceutical products and novel drug delivery systems. Prior to 1972, Dr.
Nelson spent eleven years at Allergan Pharmaceuticals, Inc., where as Vice
President of Research he was responsible for establishing Allergan's entire
research organization. Dr. Nelson received his doctorate degree in Microbiology
from UCLA in 1951 and has authored numerous publications. He is the inventor on
various patents in the areas of microbiology, immunology, molecular biology and
pharmacology.

        Paul H. Silverman, Ph.D., D.Sc. See "Executive Officers and Directors."

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        Based solely upon its review of the copies of reporting forms furnished
to the Company, and written representations that no other reports were required,
the Company believes that all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to its directors, officers and any
persons holding 10% or more of the Company's common stock with respect to the
Company's fiscal year ended December 31, 1997, were satisfied, except that
Rosalie Glasky inadvertently failed to file a Form 4 Statement of Changes in
Beneficial Ownership on a timely basis in connection with the sale by her
husband, Dr. Alvin J. Glasky, of shares of the Company's common stock. However,
Dr. Alvin J. Glasky did timely file a Form 4 with respect to such sale. Mrs.
Glasky has disclaimed beneficial ownership of these shares of common stock, and
a filing with the correct information has been made with the Securities and
Exchange Commission.



ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION

        The following table sets forth summary information concerning the
compensation of the Company's Chief Executive Officer (the "Named Executive
Officer") and its Executive Vice President for services rendered to the Company
in all capacities during the fiscal years ended December 31, 1996 and 1997. No
other executive officer of the Company received compensation in 1997 in excess
of $100,000.


<TABLE>
<CAPTION>
                                                                                       LONG TERM
                                                                                      COMPENSATION
                                                                                         AWARDS
                                                                                      ------------
                                                 ANNUAL COMPENSATION                   SECURITIES
                                   ---------------------------------------------       UNDERLYING
NAME AND PRINCIPAL POSITION        YEAR        SALARY        BONUS        OTHER          OPTIONS
- ---------------------------        ----        ------        -----        -----          -------
<S>                                <C>       <C>            <C>         <C>             <C>   
Alvin J. Glasky, Ph.D.
Chairman, Chief Executive Officer
  and President                    1997....  $ 199,992(1)   $   --      $   --          $   --
                                   1996....    165,398(2)       --          --            75,000
Stephen Runnels
Executive Vice President           1997....    108,513          --      $ 25,107(3)       62,000
</TABLE>


- ----------
(1)     Excludes prior years accrued salaries of $265,328 and auto allowances
        and expense account reimbursements previously accrued aggregating
        $84,516, all of which were paid in 1997.

(2)     Includes an auto allowance of $450 per month. See "Employment
        Agreement". Of the total amounts, $72,998 has been paid and $92,400 has
        been accrued for 1996.

(3)     Represents a one-time relocation allowance.

                                       41

<PAGE>   42

OPTION GRANTS

        The following table sets forth the options granted during the period
commencing January 1, 1997 and ending December 31, 1997 to the executive
officers named in the Summary Compensation table:

              STOCK OPTIONS GRANTED IN FISCAL YEAR ENDED DECEMBER 31, 1997



<TABLE>
<CAPTION>
                                          PERCENTAGE OF
                                          TOTAL OPTIONS
                                            GRANTED TO    EXERCISE
                      OPTIONS GRANTED      EMPLOYEES IN     PRICE          EXPIRATION
      NAME            (NO. OF SHARES)       FISCAL YEAR   ($/SHARE)           DATE
      ----            ---------------       -----------   ---------           ----
<S>                       <C>                   <C>         <C>          <C>    
      Stephen Runnels     50,000(1)             48%         $7.25        April 7, 2007

             "            12,000(2)             12%         $5.13        April 29, 2007
</TABLE>

- ----------
(1) Option becomes exercisable in 25% increments, commencing twelve months from
    the date of grant and each year thereafter.
(2) Option becomes exercisable in 25% increments, commencing three months from
    the date of grant and each three months thereafter.

OPTIONS EXERCISES AND FISCAL YEAR-END VALUES

        The following table sets forth the options exercised during the period
commencing January 1, 1997 and ending December 31, 1997 by the executive
officers named in the Summary Compensation table:

    AGGREGATE STOCK OPTIONS EXERCISED IN FISCAL YEAR ENDED DECEMBER 31, 1997
                       AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES
                                                   UNDERLYING               VALUE OF UNEXERCISED
                       NUMBER OF              UNEXERCISED OPTIONS AT      IN-THE-MONEY OPTIONS AT
                        SHARES                   FISCAL YEAR-END             FISCAL YEAR-END(1)
                       ACQUIRED     VALUE    ------------------------    -------------------------
NAME                  ON EXERCISE  REALIZED  EXERCISABLE  UNEXERCISED    EXERCISED     UNEXERCISED
- ----                  -----------  --------  -----------  -----------    ---------     -----------
<S>                        <C>        <C>      <C>          <C>           <C>           <C>     
Alvin J. Glasky, Ph.D.       -          -      25,000       75,000           -          $787,500
Stephen Runnels              -          -      12,000       62,000           -          $651,000
</TABLE>

- ----------
(1) Based upon the closing price of the common stock on December 31, 1997, as
    reported by the NASDAQ National Market ($10.50 per share).

EMPLOYMENT AGREEMENT

        The Company has an employment agreement with Dr. Alvin J. Glasky,
effective as of July 1, 1996. The agreement requires Dr. Glasky to devote all of
his productive time, attention, knowledge and skill to the affairs of the
Company during the term of the agreement. The agreement provides for an annual
base salary of $200,000 with annual increases and an annual bonus based on the
Company's attainment of certain performance objectives. The agreement ends on
June 30, 1999 and may be terminated by the Company with or without cause as
defined in the agreement. The agreement also provides for guaranteed severance
payments equal to Dr. Glasky's annual base salary over the remaining life of the
agreement upon the termination of employment without cause or upon a change in
control of the Company. In connection with entering into this agreement, Dr.
Glasky was granted an incentive stock option to purchase 75,000 shares of 


                                       42

<PAGE>   43

common stock at an exercise price of $4.13 per share, which vests in three equal
increments over the life of Dr. Glasky's employment agreement.

COMPENSATION OF DIRECTORS

        Each of the Company's non-employee directors receives $1,000 for each
Board of Directors meeting and $500 for each committee meeting attended (with
the Chairperson of the Committee receiving $1,000). The directors are also
reimbursed for certain expenses in connection with attendance at Board meetings.
In June 1997, the Company granted to each non-employee director an option to
purchase 10,000 shares of common stock at $12.88 per share.

STOCK OPTION PLANS

        The Company has two stock option plans: the 1991 Stock Incentive Plan
(the "1991 Plan") and the 1997 Stock Incentive Plan (the "1997 Plan") (the
"Plans"). The Plans were adopted by the Company's shareholders and Board of
Directors in May 1991 and June 17, 1997, respectively. The Company's 1987 Stock
Incentive Plan, under which no options were issued, expired in 1997.

The 1991 Incentive Stock Option Plan

        The 1991 Plan provides for grants of "incentive stock options" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("the Code"), nonqualified stock options, SARs and bonus stock. The 1991 Plan
authorized for issuance up to 140,000 shares of the Company's common stock. The
number of shares issuable under the 1991 Plan is increased each January 1 by a
number equal to one percent of the Company's then total outstanding shares. On
August 7, 1996, the Company's shareholders approved an amendment to the 1991
Plan increasing the number of authorized shares by 60,000, to a total of 293,154
shares as of that date. As of January 1, 1997, the number of shares authorized
under the 1991 Plan automatically increased by 53,618 (one percent of the total
shares outstanding on that date) to a total of 346,772. Under the 1991 Plan,
incentive stock options may be granted to employees, and nonqualified stock
options, SARs and bonus stock may be granted to employees of the Company and
other persons whose participation in the 1991 Plan is determined to be in the
Company's best interest. As of January 1, 1998, there were options to purchase
91,772 shares of common stock outstanding under the 1991 Plan.

The 1997 Incentive Stock Option Plan

        The 1997 Plan provides for grants of "incentive stock options" within
the meaning of the Code, nonqualified stock options and rights to purchase
shares of common stock ("Purchase Rights"). The 1997 Plan authorized for
issuance up to 500,000 shares of the Company's common stock, subject to
adjustment in the number and kind of shares subject to the 1997 Plan and to
outstanding shares in the event of stock splits, stock dividends or certain
other similar changes in the capital structure of the Company. Under the 1997
Plan, incentive stock options, nonqualified stock options and Purchase Rights
may be granted to employees of the Company and its subsidiaries and affiliates.
Nonqualified stock options and Purchase Rights may be granted to employees of
the Company and its subsidiaries and affiliates, non-employee directors and
officers, consultants and other service providers. As of January 1, 1998, there
were options to purchase 455,000 shares of common stock outstanding under the
1997 Plan.

        The Plans are administered by the Board of Directors or a committee
appointed by the Board (the "Committee"), which has sole discretion and
authority, consistent with the provisions of the Plans, to determine which
eligible participants will receive options, the time when options will be
granted, the terms of options granted and the number of shares which will be
subject to options granted under the Plans.

        In the event of a merger of the Company with or into another corporation
or the sale of substantially all of the assets of the Company, all outstanding
options and SARs granted under the 1991 Plan shall be 

                                       43

<PAGE>   44

assumed or equivalent options and SARs substituted by the successor corporation.
In the event a successor corporation refuses to assume or substitute the options
and SARs, the exercisability of the options and SARs under the 1991 Plan shall
be accelerated.

        The exercise price of incentive stock options must be not less than the
fair market value of a share of common stock on the date of the option is
granted (110% with respect to optionees who own at least 10% of the outstanding
common stock). Nonqualified options shall have such exercise price as determined
by the Committee. The Committee has the authority to determine the time or times
at which options granted under the Plans become exercisable, provided that
options expire no later than ten years from the date of grant (five years with
respect to optionees who own at least 10% of the outstanding common stock).
Options are nontransferable, other than upon death, by will and the laws of
descent and distribution, and incentive stock options may be exercised only by
an employee while employed by the Company or within three months after
termination of employment (one year for termination resulting from death or
disability).

SECTION 401(k) PLAN

        In January 1990, the Company adopted the AIT Cash or Deferred Profit
Sharing Plan (the "401(k) Plan") covering the Company's full-time employees
located in the United States. The 401(k) Plan is intended to qualify under
Section 401(k) of the Code, so that contributions to the 401(k) Plan by
employees or by the Company, and the investment earnings thereon, are not
taxable to employees until withdrawn from the 401(k) Plan, and so that
contributions by the Company, if any, will be deductible by the Company when
made. Pursuant to the 401(k) Plan, employees may elect to reduce their current
compensation by up to the statutorily prescribed annual limit ($10,000 in 1998)
and to have the amount of such reduction contributed to the 401(k) Plan. The
401(k) Plan permits, but does not require, additional matching contributions to
the 401(k) Plan by the Company on behalf of all participants in the 401(k) Plan.
The Company has not made any contributions to the 401(k) Plan.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock as of March 16, 1998 by (i)
each person (or group of affiliated persons) who is known by the Company to own
beneficially 5% or more of the common stock, (ii) each of the Company's
directors, (iii) the Named Executive Officer, and (iv) all executive officers
and directors of the Company as a group. The information as to each person or
entity has been furnished by such person or entity, and unless otherwise
indicated, the persons named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.


<TABLE>
<CAPTION>
                                                      SHARES              PERCENT OF
                                                   BENEFICIALLY           SHARES
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP (1)        OWNED (1)           OUTSTANDING
- -------------------------------------------         ---------           -----------
<S>                                                <C>                     <C>  
Alvin J. Glasky, Ph.D.(2).......................   1,314,161               23.5%
  157 Technology Drive
  Irvine, CA 92618

Mark J. Glasky (3)(4)...........................      28,479                  *

Michelle S. Glasky, Ph.D.(5)(6).................      19,480                  *

Frank M. Meeks(7)...............................      40,460                  *

Carol O'Cleireacain, Ph.D.(8)...................      20,000                  *

Paul H. Silverman, Ph.D., Sc.(8) ...............      20,000                  *
All Executive Officers and Directors
  as a group (nine persons)(9)..................   1,543,142               26.9%
</TABLE>


                                       44

<PAGE>   45

- ----------
 *      less than 1%

(1)     Beneficial ownership is determined in accordance with the rules of the
        Securities and Exchange Commission and generally includes voting or
        investment power with respect to securities. Shares of common stock
        subject to options and warrants currently exercisable or convertible, or
        exercisable or convertible within 60 days of March 16, 1998, are deemed
        beneficially owned and outstanding for computing the percentage of the
        person holding such securities, but are not considered outstanding for
        computing the percentage of any other person.

(2)     Includes 88,173 shares issuable within 60 days of March 16, 1998 upon
        exercise of the Glasky Warrant and 4,000 shares owned by the AIT Cash or
        Deferred Profit Sharing Plan (401(k)), of which Dr. Glasky is the
        trustee. Does not include 55,962 shares beneficially owned by Dr.
        Glasky's wife, Rosalie H. Glasky, 28,479 shares beneficially owned by
        Mark J. Glasky and 19,480 shares beneficially owned by Dr. Michelle S.
        Glasky, Dr. Glasky's adult children, for which Dr. Glasky disclaims
        beneficial ownership.

(3)     Mark J. Glasky is the adult son of Dr. Alvin J. Glasky.

(4)     Includes 20,000 shares subject to options held by Mr. Glasky which are
        currently exercisable or exercisable within 60 days of March 16, 1998,
        and 1,000 shares subject to currently exercisable Warrants.

(5)     Michelle S. Glasky, Ph.D., is the adult daughter of Dr. Alvin J. Glasky.

(6)     Includes 12,000 shares subject to options held by Dr. Michelle S. Glasky
        which are currently exercisable or exercisable within 60 days of March
        16, 1998, and 500 shares subject to currently exercisable Warrants.

(7)     Includes 20,000 shares subject to options held by Mr. Meeks which are
        currently exercisable or exercisable within 60 days of March 16, 1998.
        Does not include 460 shares beneficially owned by Mr. Meeks' wife, for
        which Mr. Meeks disclaims beneficial ownership.

(8)     Includes 20,000 shares subject to options held by each of Drs.
        O'Cleireacain and Silverman which are currently exercisable or
        exercisable within 60 days of March 16, 1998.

(9)     Includes 88,173 shares issuable upon the exercise of the Glasky Warrant,
        172,250 shares subject to options which are currently exercisable or
        exercisable within 60 days of March 16, 1998, 2,050 shares subject to
        currently exercisable Warrants.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In September 1990, the Company issued a warrant to Dr. Alvin J. Glasky
(the "Glasky Warrant") to purchase up to 88,173 shares of common stock of the
Company at any time between September 1, 1990 and August 31, 1995 for $3.75 per
share. Effective August 31, 1995, the expiration date of the Glasky Warrant was
extended to August 31, 2000.

        On June 30, 1990, in exchange for cancellation of $503,148 of
indebtedness for unpaid compensation, the Company issued a total of 402,518
shares of common stock in the following amounts: Dr. Alvin Glasky, 184,000
shares; Sanford Glasky (the brother of Dr. Alvin Glasky), 60,012 shares; JoAnne
Law, 24,344 shares; Luana Kruse, 19,200 shares; Rosalie Glasky (the wife of Dr.
Glasky), 28,066 shares; and John W. Baldridge, 86,906 shares (the "1990
Restricted Stock Exchange"). On December 30, 1993, in exchange for cancellation
of $690,795 of indebtedness for unpaid compensation and accrued expenses, the
Company issued a total of 276,318 shares of common stock in the following
amounts: Dr. Alvin Glasky, 169,001 shares; Sanford Glasky, 49,837 shares; JoAnne
Law, 16,560 shares; Luana Kruse, 19,800 shares; Rosalie Glasky, 19,178 shares;
and John W. Baldridge, 1,942 shares (the "1993 Restricted Stock Exchange"). Both
the 1990 Restricted Stock Exchange and the 1993 Restricted Stock Exchange
involved a risk of forfeiture whereby if the Company did not generate a minimum
of $500,000 in total operating revenues from inception through December 31,
1995, all shares would be returned to the Company with the holders forfeiting
all rights to the shares and forfeiting any claim to the previously accrued but
unpaid compensation. Effective December 31, 1995, five of the parties, all of
whom were present or past employees of the Company, entered into agreements with
the Company whereby the forfeiture date was extended from December 31, 1995 to

                                       45

<PAGE>   46

December 31, 1997 in exchange of increasing the minimum total operating revenues
which the Company would need to achieve in order to avoid forfeiture of the
shares from $500,000 to $1,000,000, with such revenues to be achieved by
December 31, 1997. The compensation expense previously recorded which related to
the shares forfeited on December 31, 1995, was reversed in the 1995 statement of
operations. Accordingly, a new measurement date exists for new shares issued
subject to forfeiture on December 31, 1997. The value used to record
compensation expense is the estimated fair market value as determined by the
Board of Directors on December 31, 1995. One party claimed that his 88,848
shares are vested and that there was no need for him to enter into a new
Agreement, and therefore had not entered into an Agreement under the new terms.
As of December 31, 1997, when the Agreement terminated, the Company did not
achieve the revenue goals set forth in the Agreement, as previously amended.
Several former employees who are parties to the Agreement have indicated
disagreement with the Company's position and, to date, none of the shares have
been surrendered for cancellation. The Company's Chief Executive Officer and his
wife, the Secretary and Treasurer of the Company, have indicated that they are
willing to conditionally surrender their shares, (amounting to an aggregate of
402,245 shares) subject to resolution of the dispute with the aforementioned
former employees. Until such time as the Company can obtain the surrender of all
of these shares and the matter is fully resolved, the Company is accounting for
all of the stock, which it has deemed forfeited, as issued and outstanding.

        On June 6, 1991, the Company entered into an agreement (the "1991 Patent
Agreement") with Dr. Alvin Glasky whereby Dr. Glasky assigned to the Company all
rights to the inventions covered by United States Patent No. 5,091,432 and any
corresponding foreign applications and patents, including all continuations,
divisions, reissues and renewals of said applications and any patents issued out
of or based upon said applications (the "Assigned Rights"). The 1991 Patent
Agreement was amended on July 26, 1996. The 1991 Patent Agreement, as amended,
calls for the Company to pay Dr. Glasky a two percent royalty on all revenues
derived by the Company from the use and sale by the Company of any products
covered by these patents and applications or any patents derived from them. In
the event that Dr. Glasky's employment is terminated by the Company without
cause, the royalty rate shall be increased to five percent and in the event that
Dr. Glasky dies during the term of the 1991 Patent Agreement, Dr. Glasky's
family or estate shall be entitled to continue to receive royalties at the rate
of two percent. The 1991 Patent Agreement terminates on the later of its ten
year anniversary or the expiration of the final patent included within the
Assigned Rights. On June 30, 1996, the Company and Dr. Glasky entered into an
agreement whereby Dr. Glasky assigned to AIT all rights to the inventions
covered by United States Patent No. 5,447,938 (the "1996 Patent Agreement"). The
scope of the 1996 Patent Agreement as well as its terms and conditions are
identical in all material respects to the 1991 Patent Agreement; provided,
however, that the aggregate royalty amount with respect to any product shall be
two percent (five percent in the event of termination without cause), even if a
product is based on both patents. The 1996 Patent Agreement was also amended on
July 26, 1996. Dr. Glasky will not receive any royalties with respect to sales
of products which utilize patent rights licenses to the Company by McMaster
University. See "ITEM 1 - Description of Business Patents and Proprietary
Rights."

        On December 31, 1993, the Company issued 200,000 shares of common stock
to Dr. Glasky in Exchange for cancellation of $500,000 of indebtedness for loans
made by Dr. Glasky to the Company. Dr. Glasky received certain registration
rights with respect to these shares. The remaining $257,900 in principal on the
loans payable and accrued interest of $300,404 due to Dr. Glasky were converted
into a $558,304 promissory note which, as amended from time to time, is
currently unsecured, bears interest at 9% per annum, and is payable upon demand.

        In July 1996, all of the holders of the 75 outstanding Revenue
Participation Units ("RPUs") converted their RPUs into an aggregate of 300,000
shares of common stock. As a part of this transaction, Dr. Glasky converted his
28 outstanding RPUs into a total of 112,000 shares of common stock. See Note 8
of Notes to Consolidated Financial Statements.


                                       46

<PAGE>   47


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

        a)      Exhibits


<TABLE>
<CAPTION>
 EXHIBIT NO.                           DESCRIPTION
- -------------- -----------------------------------------------------------------
<C>            <S>
      3.1      Certificate of Incorporation of the Registrant, as filed on 
               May 7, 1997. (Filed as Exhibit B to the Definitive Proxy
               Statement dated May 8, 1997, for the Annual Meeting of
               Shareholders of NeoTherapeutics Colorado, the predecessor to
               Registrant, held on June 17, 1997, as filed with the Securities
               and Exchange Commission on May 9, 1997, and incorporated herein
               by reference.)

      3.2      Bylaws of the Registrant. (Filed as Exhibit C to the Definitive 
               Proxy Statement dated May 8, 1997, for the Annual Meeting of
               Shareholders of NeoTherapeutics Colorado, the predecessor to
               Registrant, held on June 17, 1997, as filed with the Securities
               and Exchange Commission on May 9, 1997, and incorporated herein
               by reference.) 

      4.1      Form of Registration Rights Agreement dated as of July 23, 1996,
               entered into between the Registrant and certain investors named
               therein. (Filed as Exhibit 4.1 to the Registration Statement on
               Form SB-2 as amended (No. 333-05342-LA), and incorporated herein
               by reference.)

      4.2      Form of Registration Rights Agreement dated December 30, 1993,
               entered into between the Registrant and each of Alvin J. Glasky,
               Sanford J. Glasky, Joanne Law, Luana M. Kruse, Rosalie H. Glasky
               and John W. Baldridge. (Filed as Exhibit 4.2 to the Registration
               Statement on Form SB-2 as amended (No. 333-05342-LA), and
               incorporated herein by reference.)

      4.3      Form of Representatives' Warrant Agreement dated as of September
               25, 1996, entered into in connection with the public offering of
               the Company's securities on September 26, 1996. (Filed as Exhibit
               4.3 to the Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

      4.4      Form of Stock Purchase Agreement dated December 30, 1993,
               including amendment effective December 30, 1995, between the
               Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
               Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as
               Exhibit 4.4 to the Registration Statement on Form SB-2 as amended
               (No. 333-05342-LA), and incorporated herein by reference.)

      4.5      Form of Stock Purchase Agreement dated June 30, 1990, as amended
               on May 27, 1992, June 30, 1993 and December 30, 1993, and
               amendment thereto effective December 30, 1995, between the
               Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
               Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as
               Exhibit 4.5 to the Registration Statement on Form SB-2 as amended
               (No. 333-05342-LA), and incorporated herein by reference.)

      4.6      Warrant Agreement entered into between Neotherapeutics, Inc. and
               U.S. Stock Transfer Corporation dated as of September 25, 1996.
               (Filed as Exhibit 4.6 to the Registration Statement on Form SB-2
               as amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.1      Intentionally omitted.

     10.2*     1991 Stock Incentive Plan. (Filed as Exhibit 10.2 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.3*     Employment Agreement between the Registrant and Alvin J. Glasky,
               Ph.D. (Filed as Exhibit 10.3 to the Registration Statement on
               Form SB-2 as amended (No. 333-05342-LA), and incorporated herein
               by reference.)

     10.4      Note dated June 21, 1996 between the Registrant and Alvin J.
               Glasky and related Security Agreement dated August 31, 1990.
               (Filed as Exhibit 10.4 to the Registration Statement on Form SB-2
               as amended (No. 333-05342-LA), and incorporated herein by
               reference.)
</TABLE>



                                       47

<PAGE>   48


<TABLE>
<CAPTION>
 EXHIBIT NO.                           DESCRIPTION
- -------------- -----------------------------------------------------------------
<C>            <S>
     10.5      Warrant to purchase common stock of the Registrant dated August
               31, 1990 held by Alvin J. Glasky. (Filed as Exhibit 10.6 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.6      Agreement dated as of June 6, 1991, as amended on July 26, 1996,
               by and between the Registrant and Alvin J. Glasky. (Filed as
               Exhibit 10.7 to the Registration Statement on Form SB-2 as
               amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.7      Agreement dated as of June 30, 1991, as amended on July 26, 1996,
               by and between the Registrant and Alvin J. Glasky. (Filed as
               Exhibit 10.8 to the Registration Statement on Form SB-2 as
               amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.8*     Form of Indemnification Agreement between the Registrant and each
               of its officers and directors. (Filed as Exhibit 10.10 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.9      Underwriting Agreement dated as of September 25, 1996, among the
               Company, Paulson Investment Company, Inc. and First Colonial
               Securities Group, Inc. (Filed as Exhibit 1.1 to the Registration
               Statement on Form SB-2 as amended (No. 333-05342-LA), and
               incorporated herein by reference.)

     10.10     Letter Agreement dated March 18, 1993, including addendums dated
               April 1, 1993, December 31, 1993, April 6, 1995 and May 3, 1996,
               and amendment dated July 26, 1996, between the Registrant and
               North American Capital Partners. (Filed as Exhibit 1.2 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.11     Industrial Lease Agreement, dated January 16, 1997, between the
               Company and the Irvine Company. (Filed as Exhibit 10.11 to the
               Form 10-KSB for the fiscal year ended December 31, 1996, as filed
               with the Securities and Exchange Commission on March 31, 1997
               and incorporated herein by reference.)

     10.12     Addendum to Note dated June 21, 1996 between the Registrant and
               Alvin J. Glasky. (Filed as Exhibit 10.12 to the Form 10-KSB for
               fiscal year ended December 31, 1996, as filed with the Securities
               and Exchange Commission on March 31, 1997 and incorporated
               herein by reference.)

     10.13     1997 Stock Incentive Plan. (Filed as Exhibit D to the Definitive
               Proxy Statement dated May 8, 1997, for the Annual Meeting of
               Shareholders of NeoTherapeutics Colorado, the predecessor to
               Registrant, held on June 17, 1997, as filed with the Securities
               and Exchange Commission on May 9, 1997, and incorporated herein
               by reference.)

     10.14     Line of Credit Agreement dated as of August 20, 1997, between the
               Company and Sanwa Bank California.

     21.1      Subsidiaries of Registrant.

     27        Financial Data Schedule.
</TABLE>

- --------
* Indicates a management contract or compensatory plan or arrangement.

        (b)....Reports on Form 8-K. The Company did not file any reports on Form
8-K during the quarter ended December 31, 1996.


                                       48

<PAGE>   49


                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                   NEOTHERAPEUTICS, INC.




Date:  March 30, 1998                 By:         /s/ Alvin J. Glasky
                                           -------------------------------------
                                                  Alvin J. Glasky, Ph.D.
                                           President and Chief Executive Officer

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


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


      /s/ Alvin J. Glasky             Chairman of the Board,         March 30, 1998
- -----------------------------         Chief Executive Officer,
      Alvin J. Glasky, Ph.D.          President and Director
                                      (Principal Executive Officer)


       /s/ Samuel Gulko               Chief Financial Officer        March 30, 1998
- -----------------------------         (Principal Accounting and
         Samuel Gulko                 Financial Officer)


       /s/ Mark J. Glasky             Director                       March 30, 1998
- -----------------------------
         Mark J. Glasky


       /s/ Frank M. Meeks             Director                       March 30, 1998
- -----------------------------
         Frank M. Meeks


     /s/ Carol O'Cleireacain          Director                       March 30, 1998
     Carol O'Cleireacain, Ph.D.


      /s/ Paul H. Silverman           Director                       March 30, 1998
- -----------------------------
   Paul H. Silverman Ph.D., D.Sc.
</TABLE>



                                       49

<PAGE>   50




<TABLE>
<CAPTION>
 EXHIBIT NO.                           DESCRIPTION
- -------------- -----------------------------------------------------------------
<C>            <S>
      3.1      Amended and Restated Articles of Incorporation of the Registrant,
               as filed on August 7, 1996. (Filed as Exhibit 3.2 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

      3.2      Bylaws of the Registrant. (Filed as Exhibit 3.3 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

      4.1      Form of Registration Rights Agreement dated as of July 23, 1996,
               entered into between the Registrant and certain investors named
               therein. (Filed as Exhibit 4.1 to the Registration Statement on
               Form SB-2 as amended (No. 333-05342-LA), and incorporated herein
               by reference.)

      4.2      Form of Registration Rights Agreement dated December 30, 1993,
               entered into between the Registrant and each of Alvin J. Glasky,
               Sanford J. Glasky, Joanne Law, Luana M. Kruse, Rosalie H. Glasky
               and John W. Baldridge. (Filed as Exhibit 4.2 to the Registration
               Statement on Form SB-2 as amended (No. 333-05342-LA), and
               incorporated herein by reference.)

      4.3      Form of Representatives' Warrant Agreement dated as of September
               25, 1996, entered into in connection with the public offering of
               the Company's securities on September 26, 1996. (Filed as Exhibit
               4.3 to the Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

      4.4      Form of Stock Purchase Agreement dated December 30, 1993,
               including amendment effective December 30, 1995, between the
               Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
               Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as

               Exhibit 4.4 to the Registration Statement on Form SB-2 as amended
               (No. 333-05342-LA), and incorporated herein by reference.)

      4.5      Form of Stock Purchase Agreement dated June 30, 1990, as amended
               on May 27, 1992, June 30, 1993 and December 30, 1993, and
               amendment thereto effective December 30, 1995, between the
               Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
               Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as

               Exhibit 4.5 to the Registration Statement on Form SB-2 as amended
               (No. 333-05342-LA), and incorporated herein by reference.)

      4.6      Warrant Agreement entered into between Neotherapeutics, Inc. and
               U.S. Stock Transfer Corporation dated as of September 25, 1996.
               (Filed as Exhibit 4.6 to the Registration Statement on Form SB-2
               as amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.1      Intentionally omitted.

     10.2*     1991 Stock Incentive Plan. (Filed as Exhibit 10.2 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.3*     Employment Agreement between the Registrant and Alvin J. Glasky,
               Ph.D. (Filed as Exhibit 10.3 to the Registration Statement on
               Form SB-2 as amended (No. 333-05342-LA), and incorporated herein
               by reference.)

     10.4      Note dated June 21, 1996 between the Registrant and Alvin J.
               Glasky and related Security Agreement dated August 31, 1990.
               (Filed as Exhibit 10.4 to the Registration Statement on Form SB-2
               as amended (No. 333-05342-LA), and incorporated herein by
               reference.)
</TABLE>





<PAGE>   51


<TABLE>
<CAPTION>
 EXHIBIT NO.                           DESCRIPTION
- -------------- -----------------------------------------------------------------
<C>            <S>
     10.5      Warrant to purchase common stock of the Registrant dated August
               31, 1990 held by Alvin J. Glasky. (Filed as Exhibit 10.6 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.6      Agreement dated as of June 6, 1991, as amended on July 26, 1996,
               by and between the Registrant and Alvin J. Glasky. (Filed as

               Exhibit 10.7 to the Registration Statement on Form SB-2 as
               amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.7      Agreement dated as of June 30, 1991, as amended on July 26, 1996,
               by and between the Registrant and Alvin J. Glasky. (Filed as

               Exhibit 10.8 to the Registration Statement on Form SB-2 as
               amended (No. 333-05342-LA), and incorporated herein by
               reference.)

     10.8*     Form of Indemnification Agreement between the Registrant and each
               of its officers and directors. (Filed as Exhibit 10.10 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.9      Underwriting Agreement dated as of September 25, 1996, among the
               Company, Paulson Investment Company, Inc. and First Colonial
               Securities Group, Inc. (Filed as Exhibit 1.1 to the Registration
               Statement on Form SB-2 as amended (No. 333-05342-LA), and
               incorporated herein by reference.)

     10.10     Letter Agreement dated March 18, 1993, including addendums dated
               April 1, 1993, December 31, 1993, April 6, 1995 and May 3, 1996,
               and amendment dated July 26, 1996, between the Registrant and
               North American Capital Partners. (Filed as Exhibit 1.2 to the
               Registration Statement on Form SB-2 as amended (No.
               333-05342-LA), and incorporated herein by reference.)

     10.11     Industrial Lease Agreement, dated January 16, 1997, between the
               Company and the Irvine Company. (Filed as Exhibit 10.11 to the
               Form 10-KSB for the fiscal year ended December 31, 1996, as filed
               with the Securities and Exchange Commission on March 31, 1997
               and incorporated herein by reference.)

     10.12     Addendum to Note dated June 21, 1996 between the Registrant and
               Alvin J. Glasky. (Filed as Exhibit 10.12 to the Form 10-KSB for
               fiscal year ended December 31, 1996, as filed with the Securities
               and Exchange Commission on March 31, 1997 and incorporated
               herein by reference.)

     10.13     1997 Stock Incentive Plan. (Filed as Exhibit D to the Definitive
               Proxy Statement dated May 8, 1997, for the Annual Meeting of
               Shareholders of NeoTherapeutics Colorado, the predecessor to
               Registrant, held on June 17, 1997, as filed with the Securities
               and Exchange Commission on May 9, 1997, and incorporated herein
               by reference.)

     10.14     Line of Credit Agreement dated as of August 20, 1997, between the
               Company and Sanwa Bank California.

     21.1      Subsidiaries of Registrant.

     27        Financial Data Schedule.
</TABLE>

- --------
* Indicates a management contract or compensatory plan or arrangement.

        (b)....Reports on Form 8-K. The Company did not file any reports on Form
8-K during the quarter ended December 31, 1996.







<PAGE>   1

                                                                   EXHIBIT 10.14

                            LINE OF CREDIT AGREEMENT


This Line of Credit Agreement ("Agreement") is made and entered into this 20th
day of August, 1997 by and between SANWA BANK CALIFORNIA (the "Bank") and
NEOTHERAPEUTICS, INC.
(the "Borrower").

                                    SECTION I
                                   DEFINITIONS

1.01 CERTAIN DEFINED TERMS. Unless elsewhere defined in this Agreement the
following terms shall have the following meanings (such meanings to be generally
applicable to the singular and plural forms of the terms defined):

      A. "ADVANCE" shall mean an advance to the Borrower under any line of
      credit facility or similar facility provided for in Section II of this
      Agreement which provides for draws by the Borrower against an established
      credit line.

      B. "BUSINESS DAY" shall mean a day, other than a Saturday or Sunday, on
      which commercial banks are open for business in California.

      C. "COLLATERAL" shall mean the property in which the Bank is granted a
      security interest pursuant to provisions of the section herein entitled
      "Collateral", together with any other personal or real property in which
      the Bank may be granted a lien or security interest to secure payment of
      the Obligations.

      D. "COST OF FUNDS RATE" shall mean an interest rate determined by the
      Bank, in its sole and absolute
 discretion, to be approximately equivalent
      to the Bank's cost of acquiring funds in an amount approximately equal to
      the relevant amount and for a period of time approximately equal to the
      relevant period and adjusted for any and all assessments, surcharges and
      reserve requirements pertaining to the borrowing or purchase of such funds
      by the Bank.

      E. "DEBT" shall mean all liabilities of the Borrower less Subordinated
      Debt.

      F. "EFFECTIVE TANGIBLE NET WORTH" shall mean the Borrower's stated net
      worth plus Subordinated Debt but less all intangible assets of the
      Borrower (i.e., goodwill, trademarks, patents, copyrights, organization
      expense and similar intangible items).

      G. "ENVIRONMENTAL CLAIMS" shall mean all claims, however asserted, by any
      governmental authority or other person alleging potential liability or
      responsibility for violation of any Environmental Law or for release or
      injury to the environment or threat to public health, personal injury
      (including sickness, disease or death), property damage, natural resources
      damage, or otherwise alleging liability or responsibility for damages
      (punitive or otherwise), cleanup, removal, remedial or response costs,
      restitution, civil or criminal penalties, injunctive relief, or other type
      of relief, resulting from or based upon (i) the presence, placement,
      discharge, emission or release (including intentional and unintentional,
      negligent and non-negligent, sudden or non-sudden, accidental or
      non-accidental placement, spills, leaks, discharges, emissions or
      releases) of any hazardous Materials at, in, or from property owned,
      operated or controlled by the Borrower, or (ii) any other circumstances
      forming the basis of any violation, or alleged violation, of any
      Environmental Law.

      H. "ENVIRONMENTAL LAWS" shall mean all federal, state or local laws,
      statutes, common law duties, rules, regulations, ordinances and codes,
      together with all administrative orders, directed duties, requests,
      licenses, authorizations and permits of, and agreements with, any
      governmental authorities, in each case relating to environmental, health,
      safety and land use matters; including the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean Air
      Act, the Federal Water Pollution Control Act of 1972, the Solid Waste
      Disposal Act, the Federal Resource Conservation and Recovery Act, the
      Toxic Substances Control Act, the Emergency Planning and Community
      Right-to-Know Act, the California Hazardous Waste Control Law, the
      California Solid Waste Management, Resource, Recovery and Recycling Act,
      the California Water Code and the California Health and Safety Code.

                                       1

<PAGE>   2

      I. "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
      as amended from time to time, including (unless the context otherwise
      requires) any rules or regulations promulgated thereunder.

      J. "EVENT OF DEFAULT" shall have the meaning set forth in the section
      herein entitled "Events of Default".

      K. "HAZARDOUS MATERIALS" shall mean all those substances which are
      regulated by, or which may form the basis of liability under any
      Environmental Law, including all substances identified under any
      Environmental Law as a pollutant, contaminant, hazardous waste, hazardous
      constituent, special waste, hazardous substance, hazardous material, or
      toxic substance, or petroleum or petroleum derived substance or waste.

      L. "INDEBTEDNESS" shall mean, with respect to the Borrower, (i) all
      indebtedness for borrowed money or for the deferred purchase price of
      property or services in respect of which the Borrower is liable,
      contingently or otherwise, as obligor, guarantor or otherwise, or in
      respect of which the Borrower otherwise assures a creditor against loss
      and (ii) obligations under leases which shall have been or should be, in
      accordance with generally accepted accounting principles, reported as
      capital leases in respect of which the Borrower is liable, contingently or
      otherwise, or in respect of which the Borrower otherwise assures a
      creditor against loss.

      M. "LIBOR RATE" shall mean an interest rate determined by the Bank's
      Treasury Desk as being the arithmetic mean (rounded upwards, if necessary,
      to the nearest whole multiple of one-sixteenth of one percent (1/16%)) of
      the U.S. dollar London Interbank Offered Rates for the relevant period
      appearing on page3750 (or such other page as may replace 3750) of the
      Telerate screen at or about 11:00 a.m. (London time) on the second
      Business Day prior to the first day of the relevant interest period
      (adjusted for any and all assessments, surcharges and reserve
      requirements).

      N. "OBLIGATIONS" shall mean all amounts owing by the Borrower to the Bank
      pursuant to this Agreement including, but not limited to, the unpaid
      principal amount of Advances.

      O. "PERMITTED LIENS" shall mean": (i) liens and security interests
      securing indebtedness owed by the Borrower to the Bank; (ii) liens for
      taxes, assessments or similar charges either not yet due or being
      contested in good faith, provided proper reserves are maintained therefor
      in accordance with generally accepted accounting procedure; (iii) liens of
      materialmen, mechanics, warehousemen, or carriers or other like liens
      arising in the ordinary course of business and securing obligations which
      are not yet delinquent; (iv) purchase money liens or purchase money
      security interests upon or in any property acquired or held by the
      Borrower in the ordinary course of business to secure Indebtedness
      outstanding on the date hereof or permitted to be incurred pursuant to
      this Agreement; (v) liens and security interests which, as of the date
      hereof, have been disclosed to and approved by the Bank in writing; and
      (vi) those liens and security interests which in the aggregate constitute
      an immaterial and insignificant monetary amount with respect to the net
      value of the Borrower's assets.

      P. "POSSESSORY COLLATERAL" shall mean that portion of the Collateral which
      consists of securities, certificates of deposit, savings or checking
      accounts, notes and instruments and any other similar collateral in which
      the security interest is normally perfected through possession by the Bank
      or its agent.

      Q. "REFERENCE RATE" shall mean an index for a variable interest rate which
      is quoted, published or announced from time to time by the Bank as its
      reference rate and as to which loans may be made by the Bank at, below or
      above such reference rate.

      R. "SUBORDINATED DEBT" shall mean such liabilities of the Borrower which
      have been subordinated to those owed to the Bank in a manner acceptable to
      the Bank.

1.02 ACCOUNTING TERMS. All references to financial statements, assets,
liabilities, and similar accounting items not specifically defined herein shall
mean such financial statements or such items prepared or determined in
accordance with generally accepted accounting principles consistently applied
and, except where otherwise specified, all financial data submitted pursuant to
this Agreement shall be prepared in accordance with such principles.

                                       2

<PAGE>   3

1.03 OTHER TERMS. Other terms not otherwise defined shall have the meanings
attributed to such terms in the California Uniform Commercial Code.

                                   SECTION II
                                CREDIT FACILITIES

2.01 COMMITMENT TO LEND. Subject to the terms and conditions of this Agreement
and so long as no Event of Default occurs, the Bank agrees to extend to the
Borrower the credit accommodations that follow:

2.02 LINE OF CREDIT FACILITY. The Bank agrees to make loans and Advances to the
Borrower, upon the Borrower's request therefor made prior to the Expiration Date
(as defined below in this Section 2.02), up to a total principal amount from
time to time outstanding of not more than $1,600,000.00. Within the foregoing
limits, the Borrower may borrow, partially or wholly prepay, and reborrow under
this Line of Credit facility.

      A. PURPOSE. Advances made under this Line of Credit shall be used for
      asset expansion.

      B. INTEREST RATE. Interest shall accrue on the outstanding principal
      balance of Advances under this Line of Credit at a variable rate equal to
      the Bank's Reference Rate, per annum, as it may change from time to time.
      (Such rate is referred to in this Section 2.02 as the "Variable Rate".)
      The Variable Rate shall be adjusted concurrently with any change in the
      Reference Rate. Interest shall be calculated on the basis of 360 days per
      year but charged on the actual number of days elapsed.

      C. PAYMENT OF INTEREST. The Borrower hereby promises and agrees to pay
      interest monthly on the last day of each month, commencing on September
      30, 1997.

      D. REPAYMENT OF PRINCIPAL. Unless sooner due in accordance with the terms
      of this Agreement, on August 31, 1998 the Borrower hereby promises and
      agrees to pay the Bank in full the aggregate unpaid principal balance of
      all Advances then outstanding, together with all accrued and unpaid
      interest thereon.

      Any payment received by the Bank shall, at the Bank's option, first be
      applied to pay any late fees or other fees then due and unpaid, and then
      to interest then due and unpaid and the remainder thereof (if any) shall
      be applied to reduce principal.

      E. FIXED RATE ALTERNATIVE PRICING. In addition to Advances based upon the
      Variable Rate ("Variable Borrower under this Line of Credit at a fixed
      rate ("Fixed Rate") which shall be, at the Borrower's option, either
      equivalent to 1.5% per annum in excess of the Cost of Funds Rate or 1.5%
      per annum in excess of the LIBOR Rate. Such Advances shall be in the
      minimum amount of $100,000.00 and in $100,000.00 increments thereafter and
      for such period of time (each an "Interest Period") as the Bank may quote
      and offer, provided that the Interest Period shall be for a Rate
      Advances"), at the Borrower's election, the Bank hereby agrees to make
      Advances to the minimum of at least 7 days and not exceed a maximum of 365
      days and provided further that any interest Period shall not extend beyond
      the Expiration Date (as defined below) of this facility. Advances based
      upon the Fixed Rate are hereinafter referred to as "Fixed Rate Advances".

      Interest on any Fixed Rate Advance shall be computed on the basis of 360
      days per year but charged on the actual number of days elapsed.

      The Borrower hereby promises and agrees to pay the Bank interest on any
      Fixed Rate Advance with an Interest Period of 90 days or less on the last
      day of the relevant Interest Period. The Borrower further promises and
      agrees to pay the Bank interest on any Fixed Rate Advance with an Interest
      Period in excess of 90 days on a quarterly basis (i.e., on the last day of
      each 90-day period occurring in such Interest Period) and on the last day
      of the relevant Interest Period. If interest is not paid as and when it is
      due, the amount of such unpaid interest shall bear interest, until paid in
      full, at a rate of interest equal to the Variable Rate.

                                       3

<PAGE>   4

           (i) REPAYMENT OF FIXED RATE ADVANCES. Unless sooner due in accordance
           with other terms of this Agreement, or unless adjusted at the end of
           the relevant Interest Period as described below, the Borrower hereby
           promises and agrees to pay the Bank the principal amount of each
           Fixed Rate Advance, together with accrued and unpaid interest
           thereon, on the last day of the Interest Period pertaining to such
           Fixed Rate Advance.

           (ii) NOTICE OF ELECTION TO ADJUST INTEREST RATE. Upon telephonic
           notice which shall be received by the Bank at or before 2:00 p.m.
           (California time) on a Business Day, the Borrower may elect:

                (a) That interest on a Variable Rate Advance shall be adjusted
                to accrue at the Fixed Rate; provided, however, that such notice
                shall be received by the Bank no later than two business days
                prior to the day (which shall be a business day) on which the
                Borrower requests that interest be adjusted to accrue at the
                Fixed Rate.

                (b) That interest on a Fixed Rate Advance shall continue to
                accrue at a newly quoted Fixed Rate or shall be adjusted to
                commence to accrue at the Variable Rate; provided however, that
                such notice shall be received by the Bank no later than two
                business day prior to the last day of the Interest Period
                pertaining to such Fixed Rate Advance. If the Bank shall not
                have received notice as prescribed herein of the Borrower's
                election that interest on any Fixed Rate Advance shall continue
                to accrue at the Fixed Rate, the Borrower shall be deemed to
                have elected that interest thereon shall be adjusted to accrue
                at the Variable Rate upon the expiration of the Interest Period
                pertaining to such Advance.

           (iii) PROHIBITION AGAINST PREPAYMENT OF FIXED RATE ADVANCES.
           NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, NO
           PREPAYMENT SHALL BE MADE ON ANY FIXED RATE ADVANCE EXCEPT ON A DAY
           WHICH IS THE LAST DAY OF THE INTEREST PERIOD PERTAINING THERETO. IF
           THE WHOLE OR ANY PART OF ANY FIXED RATE ADVANCE IS PREPAID BY REASON
           OF ACCELERATION OR OTHERWISE, THE BORROWER SHALL, UPON THE BANK'S
           REQUEST, PROMPTLY PAY TO AND INDEMNIFY THE BANK FOR ALL COSTS AND ANY
           LOSS (INCLUDING INTEREST) ACTUALLY INCURRED BY THE BANK AND ANY LOSS
           (INCLUDING LOSS OF PROFIT RESULTING FROM THE RE-EMPLOYMENT OF FUNDS)
           SUSTAINED BY THE BANK AS A CONSEQUENCE OF SUCH PREPAYMENT.

           (iv) INDEMNIFICATION FOR FIXED RATE COSTS. During any period of time
           in which interest on any Advance is accruing on the basis of a Fixed
           Rate, the Borrower shall, upon the Bank's request, promptly pay to
           and reimburse the Bank for all costs incurred and payments made by
           the Bank by reason of any future assessment, reserve, deposit or
           similar requirements or any surcharge, tax or fee imposed upon the
           Bank or as a result of the Bank's compliance with any directive or
           requirement of any regulatory authority pertaining or relating to
           funds used by the Bank in quoting and determining the Fixed Rate.

           (v) INVOLUNTARY CONVERSION FROM FIXED RATE TO VARIABLE RATE. In the
           event that the Bank shall at any time determine that the accrual of
           interest on the basis of the Fixed Rate (a) is infeasible because the
           Bank is unable to determine the Fixed Rate due to the unavailability
           of U.S. dollar deposits, contracts or certificates of deposit in an
           amount approximately equal to the amount of the relevant Advance and
           for a period of time approximately equal to the relevant Interest
           Period; or (b) is or has become unlawful or infeasible by reason of
           the Bank's compliance with any new law, rule, regulation, guideline
           or order, or any new interpretation of any present law, rule,
           regulation, guideline or order, then the Bank shall give telephonic
           notice thereof (confirmed in writing) to the Borrower, in which event
           any Fixed Rate Advance shall be deemed to be a Variable Rate Advance
           and interest shall thereupon immediately accrue at the Variable Rate.

                                       4

<PAGE>   5

      F. LATE FEE. If any regularly scheduled payment of principal and/or
      interest (exclusive of the final payment upon maturity), or any portion
      thereof, under this Line of Credit is not paid within ten (10) calendar
      days after it is due, a late payment charge equal to five percent (5%) of
      such past due payment may be assessed and shall be immediately payable.

      G. MAKING LINE ADVANCES/NOTICE OF BORROWING. Each Advance made hereunder
      shall be conclusively deemed to have been made at the request of and for
      the benefit of the Borrower (i) when credited to any deposit account of
      the Borrower maintained with the Bank or (ii) when paid in accordance with
      the Borrower's written instructions. Subject to any other requirements set
      forth in this Agreement, Advances shall be made by the Bank upon
      telephonic or written notice received from the Borrower in form acceptable
      to the Bank, which notice shall be received by the Bank at or before 2:00
      p.m. (California time) on a Business Day. The Borrower may borrow under
      the Line of Credit by requesting either:

           (i) A VARIABLE RATE ADVANCE. A Variable Rate Advance may be made on
           the Business Day notice is received by the Bank; provided however,
           that if the Bank shall not have received notice at or before 2:00
           p.m. (California time) on the day such Advance is requested to be
           made, such Variable Rate Advance may be made, at the Bank's option,
           on the next Business Day.

           (ii) A FIXED RATE ADVANCE. The Borrower may elect that an Advance be
           made as a Fixed Rate advance by requesting the Bank to provide a
           quote as to the rate which would apply for a designated Interest
           Period and concurrently with receiving such quote, giving the Bank
           irrevocable notice of the Borrower's acceptance of the rate quoted,
           provided such notice shall be given to the Bank not later than 10:00
           a.m. (California time) on a date (which shall be a Business Day) at
           least two days prior to the first day of the requested Interest
           Period. Any telephonic or oral quote or offer by the Bank of a Fixed
           Rate for a given Interest Period may be confirmed in writing by the
           Bank upon the election (as provided herein) of the Borrower to accept
           such terms and such confirmation shall be deemed conclusive as to the
           terms quoted and offered.

      H. AUTOMATIC PAYMENTS - AUTHORIZATION TO CHARGE ACCOUNT. The Borrower
      hereby authorizes and instructs the Bank to charge regularly scheduled
      payments of interest under this Line of Credit facility against the
      undersigned's checking account number 1064-11518 on a monthly basis
      commending on September 30, 1997, and to credit such amounts towards
      payments due under this Line of Credit facility. In the event there are
      not sufficient funds in such account on the day of the charge, the Bank is
      hereby authorized, at any time thereafter, to deduct, in addition to the
      amount indicated above, a late charge in accordance with the terms of this
      Line of Credit facility. This authorization shall remain in full force and
      effect until revoked by the undersigned in writing, or until all amounts
      due the Bank under this Line of Credit facility are paid in full; provided
      however that the Bank reserves the right, at any time, to discontinue or
      suspend the taking of automatic payments hereunder.

      I. EXPIRATION OF THE LINE OF CREDIT FACILITY. Unless earlier terminated in
      accordance with the terms of this Agreement, the Bank's commitment to make
      Advances to the Borrower hereunder shall automatically expire on August
      30, 1998 (the "Expiration Date"), and the Bank shall be under no further
      obligation to advance any monies thereafter.

      J. LINE ACCOUNT. The Bank shall maintain on its books a record of account
      in which the Bank shall make entries for each Advance and such other
      debits and credits as shall be appropriate in connection with the Line of
      Credit facility (the "Line Account"). The Bank shall provide the Borrower
      with a monthly statement of the Borrower's Line Account, which statement
      shall be considered to be correct and conclusively binding on the Borrower
      unless the Bank is notified by the Borrower to the contrary within thirty
      (30) days after the Borrower's receipt of any such statement which is
      deemed to be incorrect.

                                       5

<PAGE>   6

      K. AMOUNTS PAYABLE ON DEMAND. If the Borrower fails to pay on demand any
      amount so payable under this Agreement, the Bank may, at its option and
      without any obligation to do so and without waiving any default occasioned
      by the Borrower's failure to pay such amount, create an Advance in an
      amount equal to the amount so payable, which Advance shall thereafter bear
      interest as provided under this Line of Credit facility.

      In addition, the Borrower hereby authorizes the Bank, if and to the extent
      payment owed to the Bank under this Line of Credit facility is not made
      when due, to charge, from time to time, against any or all of the deposit
      accounts maintained by the Borrower with the Bank any amount so due.

      L. CONVERSION TO TERM LOAN. It is hereby agreed that the Borrower may, by
      giving written notice to the Bank at least thirty (30) days prior to July
      7, 1998, convert the principal balance outstanding under the Line of
      Credit as of August 7, 1998 to be payable on a term loan basis. The term
      loan (the "Converted Term Loan") shall be in the amount of such
      outstanding principal balance and shall be evidenced by a promissory
      notice or credit agreement (the "Term Agreement") containing the following
      payment terms: At the Borrower's election made prior to the conversion,
      interest shall accrue on the outstanding balance under the converted term
      note at one of the following rates: (i) A variable rate equal to the
      Bank's Reference Rate, per annum, as it may change from time to time; or
      (ii) a fixed rate to be quoted and offered by the Bank which shall be
      approximately equal to 1.5% per annum in excess of the Cost of Funds rate,
      or, at the Borrower's option, 1.5% per annum in excess of the LIBOR Rate.
      If the variable rate is selected, the interest rate shall be adjusted
      concurrently with any change in the Reference Rate. The Borrower may elect
      the fixed rate option only for a Converted Term Loan in the minimum amount
      of $100,000.00. Repayment under the Converted Term Loan shall be made in
      72 monthly installments of principal plus interest if a variable rate is
      elected or principal and interest if the fixed rate option is elected with
      the exact amount and dates for such payments to be determined upon the
      issuance of the Term Agreement. Accrued and unpaid interest under the Line
      of Credit shall be paid to the Bank concurrently with the Borrower's
      execution of the Term Agreement. Interest shall accrue and principal and
      interest shall be paid in accordance with the terms and provisions of the
      Term Agreement.

                                   SECTION III
                                   COLLATERAL

3.01 GRANT OF SECURITY INTEREST. To secure payment and performance of all of the
Borrower's Obligations under this Agreement and the performance of all the
terms, covenants and agreements contained in this Agreement (and any and all
modifications, extensions and renewals of the Agreement) and in any other
document, instrument or agreement evidencing or related to the Obligations or
the Collateral, and also to secure all other liabilities, loans, guarantees,
covenants and duties owed by the Borrower to the Bank, whether or not evidenced
by this or by any other agreement, absolute or contingent, due or to become due,
now existing or hereafter and howsoever created, the Borrower hereby grants to
the Bank a security interest in and to all of the following property:

      A. SECURITIES. Those share of stock, bonds, and other negotiable and
      non-negotiable securities listed on the "Collateral Securities Schedule"
      attached to this Agreement and on any additional and supplemental
      schedules or exhibits now or hereafter attached hereto, together with all
      warrants, options, stock rights, rights to subscribe, liquidating
      dividends, payments, dividends paid in stock, new securities or other
      property derived therefrom or to which the Borrower may become entitled to
      receive on account thereof.

      B. MONIES AND OTHER PROPERTY IN POSSESSION. In addition to the above, all
      monies, and property of the Borrower now or hereafter in the possession of
      the Bank or the Bank's agents, or any one of them, including, but not
      limited to, all deposit accounts, certificates of deposit, stocks, bonds,
      indentures, warrants, options and other negotiable and non-negotiable
      securities and instruments, together with all stock rights, rights to
      subscribe, liquidating dividends, cash dividends, payments dividends paid
      in stock, new securities or other property to which the Borrower may
      become entitled to receive on account of such property.

3.02 CONTINUING LIEN & PROCEEDS. The Bank's security interest in the Collateral
shall be a continuing lien and shall include all proceeds and products of the
Collateral including, but not limited to, the proceeds of any insurance thereof.

                                       6

<PAGE>   7

3.02 EXCLUSION OF CONSUMER DEBT. The Obligations and performance secured hereby
shall not include any indebtedness of the Borrower incurred for personal, family
or household purposes except to the extent any disclosure required under any
consumer protection law (including but not limited to the Truth in Lending Act)
or any regulation thereto, as now existing or hereafter amended, is or has been
given.

                                   SECTION IV
                              CONDITIONS PRECEDENT

4.01 CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT AND/OR FIRST
ADVANCE. The obligation of the Bank to make the initial extension of credit
and/or the first Advance hereunder is subject to the conditions precedent that
the Bank shall have received before the date of such extension of credit and/or
the first Advance all of the following, in form and substance satisfactory to
the Bank:

      A. AUTHORITY TO BORROW. Evidence relating to the duly given approval and
      authorization of the execution, delivery and performance of this
      Agreement, all other documents, instruments and agreements required under
      this Agreement and all other actions to be taken by the Borrower hereunder
      or thereunder.

      B. LOAN FEES. Evidence that any required loan fees and expenses as set
      forth above with respect to each credit facility have been paid or
      provided for by the Borrower.

      C. AUDIT. The opportunity to conduct an audit of the Borrower's books,
      records and operations and the Bank shall be satisfied as to the condition
      thereof.

      D. MISCELLANEOUS DOCUMENTS. Such other documents, instruments, agreements
      and opinions as are necessary, or as the Bank may reasonably require, to
      consummate the transactions contemplated under the Agreement, all fully
      executed.

4.02 CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT AND/OR ADVANCES. The
obligation of the Bank to make any extensions of credit and/or each Advance to
or on account of the Borrower (including the initial extension of credit and/or
the first Advance) shall be subject to the further conditions precedent that, as
of the date of each extension of credit or Advance and after the making of such
extension of credit or Advance:

      A. REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in the Section entitled "Representations and Warranties" herein and
      in any other document, instrument, agreement or certificate delivered to
      the Bank hereunder are true and correct.

      B. COLLATERAL. The security interest in the Collateral has been duly
      authorized, created and perfected with first priority and is in full force
      and effect and the Bank has been provided with satisfactory evidence of
      all filings necessary to establish such perfection and priority.

      C. EVENT OF DEFAULT. No event has occurred and is continuing which
      constitutes, or, with the lapse of time or giving of notice or both, would
      constitute an Event of Default.

      D. SUBSEQUENT APPROVALS, ETC. The Bank shall have received such
      supplemental approvals, opinions or documents as the Bank may reasonably
      request.

4.03 REAFFIRMATION OF STATEMENTS. For the purposes hereof, the Borrower's
acceptance of the proceeds of any extension of credit and the Borrower's
execution of any document or instrument evidencing or creating any Obligation
hereunder shall each be deemed to constitute the Borrower's representation and
warranty that the statements set forth above in this Section are true and
correct.

                                       7

<PAGE>   8

                                    SECTION V
                         REPRESENTATIONS AND WARRANTIES

The Borrower hereby makes the following representations and warranties to the
Bank, which representations and warranties are continuing:

5.01 STATUS. The Borrower is a corporation duly organized and validly existing
under the laws of the State of Colorado and is properly licensed, qualified to
do business and in good standing in, and, where necessary to maintain the
Borrower's rights and privileges, has complied with the fictitious name statute
of every jurisdiction in which the Borrower is doing business.

5.02 AUTHORITY. The execution, delivery and performance by the Borrower of this
Agreement and any instrument, document or agreement required hereunder have been
duly authorized and do not and will not: (i) violate any provision of any law,
rule, regulation, writ, judgment or injunction presently in effect affecting the
Borrower; (ii) require any consent or approval of the stockholders of the
Borrower of violate any provision of the articles of incorporation or by-laws of
the Borrower; or (iii) result in a breach of or constitute a default under any
material agreement to which the Borrower is a party or by which it or its
properties may be bound or affected.

5.03 LEGAL EFFECT. This Agreement constitutes, and any document, instrument or
agreement required hereunder when delivered will constitute, legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms.

5.04 FICTITIOUS TRADE STYLES. The Borrower currently uses no fictitious trade
styles in connection with its business operations. The Borrower shall notify the
Bank within thirty (30) days of the use of any fictitious trade style at any
future date, indicating the trade style and state(s) of its use.

5.05 FINANCIAL STATEMENTS. All financial statements, information and other data
which may have been and which may hereafter be submitted by the Borrower to the
Bank are true, accurate and correct and have been and will be prepared in
accordance with generally accepted accounting principles consistently applied
and accurately represent the Borrower's financial condition and, as applicable,
the other information disclosed therein. Since the most recent submission of any
such financial statement, information or other data to the Bank, the Borrower
represents and warrants that no material adverse change in the Borrower's
financial condition or operations has occurred which has not been fully
disclosed to the Bank in writing.

5.06 LITIGATION. Except as have been disclosed to the Bank in writing, there are
no actions, suits or proceedings pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or the Borrower's properties before
any court or administrative agency which, if determined adversely to the
Borrower, would have a material adverse effect on the Borrower's financial
condition, operations or the Collateral.

5.07 TITLE TO ASSETS. The Borrower has good and marketable title to all of its
assets (including, but not limited to, the Collateral) and the same are not
subject to any security interest, encumbrance, lien or claim of any third person
except for Permitted Liens.

5.08 ERISA. If the Borrower has a pension, profit sharing or retirement plan
subject to ERISA, such plan has been and will continue to be funded in
accordance with its terms and otherwise complies with and continues to comply
with the requirements of ERISA.

5.09 TAXES. The Borrower has filed all tax returns required to be filed and paid
all taxes shown thereon to be due, including interest and penalties, other than
taxes which are currently payable without penalty or interest or those which are
being duly contested in good faith.

5.10 ENVIRONMENTAL COMPLIANCE. The operations of the Borrower comply, and during
the term of this Agreement will at all times comply, in all respects with all
Environmental Laws; the Borrower has obtained licenses, permits, authorizations
and registrations required under any Environmental Law ("Environmental Permits")
and necessary for its ordinary operations, all such Environmental Permits are in
good standing, and the Borrower is in 


                                       8

<PAGE>   9

compliance with all material terms and conditions of such Environmental Permits;
neither the Borrower nor any of its present properties or operations are subject
to any outstanding written order from or agreement with any governmental
authority nor subject to any judicial or docketed administrative proceeding,
respecting any Environmental Law, Environmental Claim or Hazardous Material;
there are no Hazardous Materials or other conditions or circumstances existing,
or arising from operations prior to the date of this Agreement, with respect to
any property of the Borrower that would reasonably be expected to give rise to
Environmental Claims; provided however, that with respect to property leased
from an unrelated third party, the foregoing representation is made to the best
knowledge of the Borrower. In addition, (i) the Borrower does not have or
maintain any underground storage tanks which are not properly registered or
permitted under applicable Environmental Laws or which are leaking or disposing
of Hazardous Materials off-site, and (ii) the Borrower has notified all of its
employees of the existence, if any, of any health hazard arising from the
conditions of their employment and have met all notification requirements under
Title III of CERCLA and all other Environmental Laws.

                                   SECTION VI
                                    COVENANTS

The Borrower covenants and agrees that, during the term of this Agreement, and
so long thereafter as the Borrower is indebted to the Bank under this Agreement,
the Borrower shall, unless the Bank otherwise consents in writing:

6.01 PRESERVATION OF EXISTENCE; COMPLIANCE WITH APPLICABLE LAWS. Maintain and
preserve its existence and all rights and privileges now enjoyed; not liquidate
or dissolve, merge or consolidate with or into, or acquire any other business
organization; and conduct its business in accordance with all applicable laws,
rules and regulations.

6.02 MAINTENANCE OF INSURANCE. Maintain insurance in such amounts and covering
such risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the Borrower
operates and maintain such other insurance and coverages as may be required by
the Bank. All such insurance shall be in form and amount and with companies
satisfactory to the Bank. With respect to insurance covering properties in which
the Bank maintains a security interest or lien, such insurance shall be in an
amount not less than the full replacement value thereof, at the Bank's request,
shall name the Bank as loss payee pursuant to a loss payable endorsement
satisfactory to the Bank and shall not be altered or canceled except upon ten
(10) days' prior written notice to the Bank. Upon the Bank's request, the
Borrower shall furnish the Bank with the original policy or binder of all such
insurance.

6.03 MAINTENANCE OF COLLATERAL AND OTHER PROPERTIES. With respect to Possessory
Collateral: (i) such Collateral at all times be of a character and value
acceptable to the Bank, as determined by the Bank in its sole and absolute
judgment; (ii) the Borrower shall not withdraw or seek to withdraw any of such
Collateral now or hereafter in the possession of the Bank or the Bank's agents
or any one of them; and (iii) the Borrower shall make timely payments of all
taxes, charges, liens and assessments against the Collateral. With respect to
all Collateral, except for Permitted Liens, the Borrower shall keep and maintain
the Collateral free and clear of all levies, liens, encumbrances and security
interests (including but not limited to, any lien of attachment, judgment or
execution) and defend the Collateral against any such levy, lien, encumbrance or
security interest, comply with all laws, statutes and regulations pertaining to
the Collateral and its use and operation; execute, file and record such
statements, notices and agreements, take such actions and obtain such
certificates and other documents as necessary to perfect, evidence and continue
the Bank's security interest in the Collateral and the priority thereof;
maintain accurate and complete records of the Collateral which show all sales,
claims and allowances; and properly care for, house, store and maintain the
Collateral in good condition, free of misuse, abuse and deterioration, other
than normal wear and tear. The Borrower shall also maintain and preserve all its
properties in good working order and condition in accordance with the general
practice of other businesses of similar character and size, ordinary wear and
tear excepted.

6.04 PAYMENT OF OBLIGATIONS AND TAXES. Make timely payment of all assessments
and taxes and all of its liabilities and obligations including, but not limited
to, trade payables, unless the same are being contested in good faith by
appropriate proceedings with the appropriate court or regulatory agency. For
purposes hereof, the Borrower's issuance of a check, draft or similar instrument
without delivery to the intended payee shall not constitute payment.

                                       9

<PAGE>   10

6.05 POSSESSORY COLLATERAL LOAN-TO-VALUE RATIO. The Borrower covenants and
agrees that so long as all or any part of the Obligations shall remain
outstanding, the outstanding principal balance of the Obligations shall remain
outstanding, the outstanding principal balance of the Obligations shall at no
time be greater than 90% of the value of the Possessory Collateral specifically
identified in the "Collateral" section of this Agreement (or in any attached
schedule) at its then current market value (as determined by the Bank) (the
"Loan-to-Value Ratio").

To the extent that such Possessory Collateral Loan-to-Value Ratio is not
maintained, the Borrower shall promptly, upon the Bank's request: (i) assign and
pledge to the Bank such additional assets of a character satisfactory to the
Bank and having a market value sufficient to reinstate and maintain such
Possessory Collateral Loan-to-Value Ratio, or (ii) make payment to the Bank in
an amount sufficient to reduce the outstanding principal balance of the
Obligations so that such Possessory Collateral Loan-to-Value Ratio is reinstated
and maintained.

6.06 INSPECTION RIGHTS. At any reasonable time and from time to time permit the
Bank or any representative thereof to examine and make copies of the records and
visit the properties of the Borrower and to discuss the business and operations
of the Borrower with any employee or representative thereof. If the Borrower now
or at any time hereafter maintains any records (including, but not limited to,
computer generated records and computer programs for the generation of such
records) in the possession of a third party, the Borrower hereby agrees to
notify such third party to permit the Bank free access to such records at all
reasonable times and to provide the Bank with copies of any records it may
request, all at the Borrower's expense, the amount of which shall be payable
immediately upon demand. In addition, the Bank may, at any reasonable time and
from time to time, conduct inspections and audits of the Collateral and the
Borrower's accounts payable, the cost and expenses of which shall be paid by the
Borrower to the Bank upon demand.

6.07 REPORTING REQUIREMENTS. Deliver or cause to be delivered to the Bank in
form and detail satisfactory to the Bank:

      A. 10-K REPORT. Not later than 30 days after filing with the Securities
      and Exchange Commission (SEC), a copy of the 10K report filed for that
      period.

      B. 10-Q REPORT. Not later than 75 days after the end of each quarter, a
      copy of the 10Q report for that period.

      C. OTHER INFORMATION. Promptly upon the Bank's request, such other
      information pertaining to the Borrower, the Collateral, or any Guarantor
      as the Bank may reasonably request.

6.08 TRANSFER ASSETS. Not sell, contract for sale, transfer, convey, assign,
lease or sublet any assets of the Borrower, including, but not limited to, the
Collateral, except in the ordinary course of business as presently conducted by
the Borrower, and then, only for full, fair and reasonable consideration.

6.09 CHANGE IN THE NATURE OF BUSINESS. Not make any material change in the
Borrower's financial structure or in the nature of the Borrower's business as
existing or conducted as of the date of this Agreement.

6.10 NET WORTH. Maintain at all times a minimum Effective Tangible Net Worth of
not less than $1.00.

6.11 COMPENSATION OF EMPLOYEES. Compensate the employees of the Borrower for
services rendered at an hourly rate at least equal to the minimum hourly rate
prescribed by any applicable federal or state law or regulation.

6.12  ENVIRONMENTAL COMPLIANCE.  The Borrower shall:

      A. Conduct the Borrower's operations and keep and maintain all of its
      properties in compliance with all Environmental Laws.

      B. Give prompt written notice to the Bank, but in no event later than 10
      days after becoming aware, of the following: (i) any enforcement, cleanup,
      removal or other governmental or regulatory actions instituted, completed
      or threatened against the Borrower or any of its affiliates or any of its
      respective properties pursuant to any applicable Environmental Laws, (ii)
      all other Environmental Claims, and (iii) any 


                                       10

<PAGE>   11

      environmental or similar condition on any real property adjoining or in
      the vicinity of the property of the Borrower or its affiliates that could
      reasonably be anticipated to cause such property or any part thereof to be
      subject to any restrictions on the ownership, occupancy, transferability
      or use of such property under any Environmental Laws.

      C. Upon the written request of the Bank, the Borrower shall submit to the
      Bank, at its sole cost and expense, at reasonable intervals, a report
      providing an update of the status of any environmental, health or safety
      compliance, hazard or liability issue identified in any notice required
      pursuant to this Section.

      D. At all times indemnify and hold harmless the Bank from and against any
      and all liability arising out of any Environmental Claims.

6.13 NOTICE. Give the Bank prompt written notice of any and all (i) Events of
Default; (ii) litigation, arbitration or administrative proceedings to which the
Borrower is a party and which affects the Collateral; (iii) any change in the
place of business of the Borrower or the acquisition of more than one place of
business by the Borrower; (iv) any proposed or actual change in the name,
identity or the business nature of the Borrower; and (v) other matters which
have resulted in, or might result in a material adverse change in the Collateral
or the financial condition or business operations of the Borrower.

                                   SECTION VII
                                EVENTS OF DEFAULT

Any one or more of the following described events shall constitute an event of
default under this Agreement:

7.01 NON-PAYMENT. The Borrower shall fail to pay any Obligations within 10 days
of when due.

7.02 PERFORMANCE UNDER THIS AND OTHER AGREEMENTS. The Borrower shall fail in any
material respect to perform or observe any term, covenant or agreement contained
in this Agreement or in any document, instrument or agreement evidencing or
relating to any indebtedness of the Borrower (whether owed to the Bank or third
persons), and any such failure (exclusive of the payment of money to the Bank
under this Agreement or under any other document, instrument or agreement, which
failure shall constitute and be an immediate Event of Default if not paid when
due or when demanded to be due) shall continue for more than 30 days after
written notice from the Bank to the Borrower of the existence and character of
such Event of Default.

7.03 REPRESENTATIONS AND WARRANTIES; FINANCIAL STATEMENTS. Any representation or
warranty made by the Borrower under or in connection with this Agreement or any
financial statement given by the Borrower or any Guarantor shall prove to have
been incorrect in any material respect when made or given or when deemed to have
been made or given.

7.04 INSOLVENCY. The Borrower or any Guarantor shall: (i) become insolvent or be
unable to pay its debts as they mature; (ii) make an assignment for the benefit
of creditors or to an agent authorized to liquidate any substantial amount of
its properties or assets; (iii) file a voluntary petition in bankruptcy or
seeking reorganization or to effect a plan or other arrangement with creditors;
(iv) file an answer admitting the material allegations of an involuntary
petition relating to bankruptcy or reorganization or join in any such petition;
(v) become or be adjudicated a bankrupt; (vi) apply for or consent to the
appointment of, or consent than an order be made, appointing any receiver,
custodian or trustee for itself or any of its properties, assets or businesses;
or (vii) any receiver, custodian or trustee shall have been appointed for all or
a substantial part of its properties, assets or businesses and shall not be
discharged within 30 days after the date of such appointment.

7.05 EXECUTION. Any writ of execution or attachment or any judgment lien shall
be issued against any property of the Borrower and shall not be discharged or
bonded against or released within 30 days after the issuance or attachment of
such writ or lien.

7.06 REVOCATION OR LIMITATION OF GUARANTY. Any Guaranty shall be revoked or
limited or its enforceability or validity shall be contested by any Guarantor,
by operation of law, legal proceeding or otherwise or any Guarantor who is a
natural personal shall die.

                                       11

<PAGE>   12

7.07 SUSPENSION. The Borrower shall voluntarily suspend the transaction of
business or allow to be suspended, terminated, revoked or expired any permit,
license or approval of any governmental body necessary to conduct the Borrower's
business as now conducted.

7.08 IMPAIRMENT OF COLLATERAL. There shall occur any injury or damage to all or
any part of the Collateral or all or any part of the Collateral shall be lost,
stolen, or destroyed, or, with respect to Possessory Collateral, there shall
occur any deterioration or impairment of all or any part of such Collateral or a
decline or depreciation in the value or market price of such Collateral, which
changes cause the Collateral, in the sole and absolute judgement of the Bank, to
become unacceptable as to character and value.

                                  SECTION VIII
                               REMEDIES ON DEFAULT

Upon the occurrence of any Event of Default, the Bank may, at its sole election,
without demand and upon only such notice as may be required by law:

8.01 ACCELERATION. Declare any or all of the Borrower's indebtedness owing to
the Bank, whether under this Agreement or under any other document, instrument
or agreement, immediately due and payable, whether or not otherwise due and
payable.

8.02 CEASE EXTENDING CREDIT. Cease making Advances or otherwise extending credit
to or for the account of the Borrower under this Agreement or under any other
agreement now existing or hereafter entered into between the Borrower and the
Bank.

8.03 TERMINATION. Terminate this Agreement as to any future obligation of the
Bank without affecting the Borrower's obligations to the Bank or the Bank's
rights and remedies under this Agreement or under any other document, instrument
or agreement.

8.04 RECORDS OF COLLATERAL. Require the Borrower to periodically deliver to the
Bank records and schedules showing the status, condition and location of the
Collateral and such contracts or other matters which affect the Collateral. In
connection herewith, the Bank may conduct such audits or other examination of
such records as the Bank, in its sole and absolute discretion, deems necessary.

8.05 PROTECTION OF SECURITY INTEREST. Make such payments and do such acts as the
Bank, in its sole judgment, considers necessary and reasonable to protect its
security interest or lien in the Collateral. The Borrower hereby irrevocably
authorizes the Bank to pay, purchase, contest or compromise any encumbrance,
lien or claim which the Bank, in its sole judgment, deems to be prior or
superior to its security interest. Further, the Borrower hereby agrees to pay to
the Bank, upon demand therefor, all expenses and expenditures (including
attorneys' fees) incurred in connection with the foregoing.

8.06 FORECLOSURE. Enforce any security interest or lien given or provided for
under this Agreement or under any security agreement, mortgage, deed or trust or
other document relating to the Collateral, in such manner and such order, as to
all or any part of the Collateral, as the Bank, in its sole judgment, deems to
be necessary or appropriate and the Borrower hereby waives any and all rights,
obligations or defenses now or hereafter established by law relating to the
foregoing. In the enforcement of its security interest or lien, the Bank is
authorized to enter upon the premises where any Collateral is located and take
possession of the Collateral or any part thereof, together with the Borrower's
records pertaining thereto, or the Bank may require the Borrower to assemble the
Collateral and records pertaining thereto and make such Collateral and records
available to the Bank at a place designated by the Bank. The Bank may sell the
Collateral or any portions thereof, together with all additions, accessions and
accessories thereto, giving only such notices and following only such procedures
as are required by law, at either a public or private sale, or both, with or
without having the Collateral present at the time of sale, which sale shall be
on such terms and conditions and conducted in such manner as the Bank determines
in its sole judgment to be commercially reasonable. Any deficiency which exists
after the disposition or liquidation of the Collateral shall be a continuing
liability of any obligor on or any guarantor of the Obligations and shall be
immediately paid to the Bank.

                                       12

<PAGE>   13

8.07 APPLICATION OF PROCEEDS. All amounts received by the Bank as proceeds from
the disposition or liquidation of the Collateral shall be applied to the
Borrower's indebtedness to the Bank as follows: first, to the costs and expenses
of collection, enforcement, protection and preservation of the Bank's lien in
the Collateral, including court costs and reasonable attorneys' fees, whether or
not suit is commenced by the Bank; next, to those costs and expenses incurred by
the Bank in protecting, preserving, enforcing, collecting, selling or disposing
of the Collateral; next to the payment of accrued and unpaid interest on all of
the Obligations; next, to the payment of the outstanding principal balance of
the Obligation; and last, to the payment of any other indebtedness owed by the
Borrower to the Bank. Any excess Collateral or excess proceeds existing after
the disposition or liquidation of the Collateral will be returned or paid by the
Bank to the Borrower.

8.08 NON-EXCLUSIVITY OF REMEDIES. Exercise one or more of the Bank's rights set
forth herein or seek such other rights or pursue such other remedies as may be
provided by law, in equity or in any other agreement now existing or hereafter
entered into between the Borrower and the Bank, or otherwise.

                                   SECTION IX
                            MISCELLANEOUS PROVISIONS

9.01 DEFAULT INTEREST RATE. If an Event of Default has occurred and is
continuing, the Bank, at its option, may require the Borrower to pay to the Bank
interest on any Indebtedness or amount payable under this Agreement at a rate
which is 3% in excess of the rate or rates otherwise then in effect under this
Agreement.

9.02 BANK'S RIGHTS WITH RESPECT TO POSSESSORY COLLATERAL. With respect to the
Possessory Collateral, at its option, whether or not the Borrower is in default,
and without any obligation of the Bank to do so, the Bank may, either in the
name of the Bank, the Bank's nominee or the Borrower:

      A. Collect, endorse and receive all sums including, but not limited to,
      dividends, and interest, now or hereafter payable upon or on account of
      the Possessory Collateral.

      B. Enter into any agreement relating to or affecting the Possessory
      Collateral and, in connection therewith, the Bank may surrender control of
      any such Collateral, accept other property in exchange for such Collateral
      and do and perform such acts as it deems proper. Any money or property
      received in exchange for any such Collateral shall be subject to and held
      by the Bank pursuant to the terms of this Agreement.

      C. Make any compromise or settlement with respect to the Possessory
      Collateral that the Bank, in its sole and absolute discretion, deems
      proper.

      D. Insure and do such other acts as the Bank deems necessary, in its sole
      discretion, to preserve or protect the Possessory Collateral.

      E. Cause the Possessory Collateral to be transferred to the Bank's name or
      the name of the Bank's nominee.

      F. With respect to the Possessory Collateral, exercise all rights, powers
      and remedies of an owner but excluding any voting rights.

9.03 RELIANCE. Each warranty, representation, covenant and agreement contained
in this Agreement shall be conclusively presumed to have been relied upon by the
Bank regardless of any investigation made or information possessed by the Bank
and shall be cumulative and in addition to any other warranties,
representations, covenants or agreements which the Borrower shall now or
hereafter give, or cause to be given, to the Bank.

9.04  DISPUTE RESOLUTION.

      A. DISPUTES. It is understood and agreed that, upon the request of any
      party to this Agreement, any dispute, claim or controversy of any kind,
      whether in contract or in tort, statutory or common law, legal or
      equitable, now existing or hereinafter arising between the parties in any
      way arising out of, pertaining to or in connection with: (i) this
      Agreement, or any related agreements, documents or instruments, (ii) all
      past and present loans, credits, accounts, deposit accounts (whether
      demand deposits or time deposits), safe deposit 

                                       13

<PAGE>   14

      boxes, safekeeping agreement, guarantees, letters of credit, goods or
      services, or other transactions, contracts or agreements of any kind,
      (iii) any incidents, omissions, acts, practices, or occurrences causing
      injury to any party whereby another party or its agents, employees or
      representatives may be liable, in whole or in part, or (iv) any aspect of
      the past or present relationships of the parties, shall be resolved
      through two-step dispute resolution process administered by the Judicial
      Arbitration & Mediation Services, Inc. ("JAMS") as follows:

      B. STEP I - MEDIATION. At the request of any party to the dispute, claim
      or controversy, the matter shall be referred to the nearest office of JAMS
      for mediation, which is an informal, non-binding conference or conferences
      between the parties in which a retired judge or justice from the JAMS
      panel will seek to guide the parties to a resolution of the case.

      C. STEP II - ARBITRATION (CONTRACTS NOT SECURED BY REAL PROPERTY). Should
      any dispute, claim or controversy remain unresolved at the conclusion of
      the Step I Mediation Phase, then (subject to the restriction at the end of
      this subparagraph) all such remaining matters shall be resolved by final
      and binding arbitration before a different judicial panelist, unless the
      parties shall agree to have the mediator panelist act as arbitrator. The
      hearing shall be conducted at a location determined by the arbitrator in
      Los Angeles, California (or such other city as may be agreed upon by the
      parties) and shall be administered by and in accordance with the then
      existing Rules of Practice and Procedure of JAMS and judgement upon any
      award rendered by the arbitrator may be entered by any State or Federal
      Court having jurisdiction thereof. The arbitrator shall determine which is
      the prevailing party and shall include in the award that party's
      reasonable attorneys' fees and costs. This subparagraph shall apply only
      if, at the time of the submission of the matter to JAMS, the dispute or
      issues involved do not arise out of any transaction which is secured by
      real property collateral or, if so secured, all parties consent to such
      submission

      As soon as practicable after selection of the arbitrator, the arbitrator,
      or the arbitrator's designated representative, shall determine a
      reasonable estimate of anticipated fees and costs of the arbitrator, and
      render a statement to each party setting forth that party's pro-rata share
      of said fees and costs. Thereafter, each party shall, within 10 days of
      receipt of said statement, deposit said sum with the arbitrator. Failure
      of any party to make such a deposit shall result in a forfeiture by the
      non-depositing party of the right to prosecute or defend the claim which
      is the subject of the arbitration, but shall not otherwise serve to abate,
      stay or suspend the arbitration proceedings.

      D. STEP II - TRIAL BY COURT REFERENCE (CONTRACTS SECURED BY REAL
      PROPERTY). If the dispute, claim or controversy is not one required or
      agreed to be submitted to arbitration, as provided in the above
      subparagraph, and has not been resolved by Step I mediation, then any
      remaining dispute, claim or controversy shall be submitted for
      determination by a trial on Order of Reference conducted by a retired
      judge or justice from the panel of JAMS appointed pursuant to the
      provisions of Section 638(1) of the California Code of Civil Procedure, or
      any amendment, addition or successor section thereto, to hear the case and
      report a statement of decision thereon. The parties intend this general
      reference agreement to be specifically enforceable in accordance with said
      section. If the parties are unable to agree upon a member of the JAMS
      panel to act as referee, then one shall be appointed by the Presiding
      Judge of the county wherein the hearing is to be held. The parties shall
      pay in advance, to the referee, the estimated reasonable fees and costs of
      the reference, as may be specified in advance by the referee. The parties
      shall initially share equally, by paying their proportionate amount of the
      estimated fees and costs of the reference. Failure of any party to make
      such a fee deposit shall result in a forfeiture by the non-depositing
      party of the right to prosecute or defend any cause of action which is the
      subject of the reference, but shall not otherwise serve to abate, stay or
      suspend the reference proceeding.

      E. PROVISIONAL REMEDIES, SELF HELP AND FORECLOSURE. No provision of, or
      the exercise of any rights under any portion of this Dispute Resolution
      provision, shall limit the right of any party to exercise self help
      remedies such as set off, foreclosure against any real or personal
      property collateral, or the obtaining of provisional or ancillary
      remedies, such as injunctive relief or the appointment of a receiver, from
      any court having jurisdiction before, during or after the pendency of any
      arbitration. At the Bank's option, foreclosure under a deed of trust or
      mortgage may be accomplished either by exercise of power of sale under the
      deed of trust or mortgage, or by judicial foreclosure. The institution and
      maintenance of an action for provisional 

                                       14

<PAGE>   15

      remedies, pursuit of provisional or ancillary remedies or exercise of self
      help remedies shall not constitute a waiver of the right of any party to
      submit the controversy or claim to arbitration.

9.05 WAIVER OF JURY. The Borrower and the Bank hereby expressly and voluntarily
waive any and all rights, whether arising under the California constitution, any
rules of the California Code of Civil Procedure, common law or otherwise, to
demand a trial by jury in any action, matter, claim or cause of action
whatsoever arising out of or in any way related to this Agreement or any other
agreement, document or transaction contemplated hereby.

9.06 RESTRUCTURING EXPENSES. In the event the Bank and the Borrower negotiate
for, or enter into, any restructuring, modification or refinancing of the
Indebtedness under this Agreement for the purposes of remedying an Event of
Default, The Bank, may require the Borrower to reimburse all of the Bank's costs
and expenses incurred in connection therewith, including, but not limited to
reasonable attorneys' fees and the costs of any audit or appraisals required by
the Bank to be performed in connection with such restructuring, modification or
refinancing.

9.07 ATTORNEYS' FEES. In the event of any suit, mediation, arbitration or other
action in relation to this Agreement or any document, instrument or agreement
executed with respect to, evidencing or securing the indebtedness hereunder, the
prevailing party, in addition to all other sums to which it may be entitled,
shall be entitled to reasonable attorneys' fees.

9.08 NOTICES. All notices, payments, requests, information and demands which
either party hereto may desire, or may be required to give or make to the other
party shall be given or made to such party by hand delivery or through deposit
in the United States mail, postage prepaid, or by Western Union telegram,
addressed to the address set forth below such party's signature to this
Agreement or to such other address as may be specified from time to time in
writing by either party to the other.

9.09 WAIVER. Neither the failure nor delay by the Bank in exercising any right
hereunder or under any document, instrument or agreement mentioned herein shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder or under any document, instrument or agreement mentioned herein
preclude other or further exercise thereof or the exercise of any other right;
nor shall any waiver of any right or default hereunder or under any other
document, instrument or agreement mentioned herein constitute a waiver of any
other right or default or constitute a waiver of any other default of the same
or any other term or provision.

9.10 CONFLICTING PROVISIONS. To the extent that any of the terms or provisions
contained in this Agreement are inconsistent with those contained in any other
document, instrument or agreement executed pursuant hereto, the terms and
provisions contained herein shall control. Otherwise, such provisions shall be
considered cumulative.

9.11 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the Borrower and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the Bank's prior written consent. The Bank may
sell, assign or grant participations in all or any portion of its rights and
benefits hereunder. The Borrower agrees that, in connection with any such sale,
grant or assignment, the Bank may deliver to the prospective buyer, participant
or assignee financial statements and other relevant information relating to the
Borrower and any guarantor.

9.12 JURISDICTION. This Agreement, any notes issued hereunder, the rights of the
parties hereunder to and concerning the Collateral, and any documents,
instruments or agreements mentioned or referred to herein shall be governed by
and construed according to the laws of the State of California, to the
jurisdiction of whose courts the parties hereby submit.

9.13 HEADINGS. The heading set forth herein are solely for the purpose of
identification and have no legal significance.

9.14 ENTIRE AGREEMENT. This Agreement and all documents, instruments and
agreements mentioned herein constitute the entire and complete understanding of
the parties with respect to the transactions contemplated hereunder. All
previous conversations, memoranda and writings between the parties or pertaining
to the transactions contemplated hereunder that are not incorporated or
referenced in this Agreement or in such documents, instruments and agreements
are superseded hereby.

                                       15

<PAGE>   16

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first hereinabove written.

BANK:                                              BORROWER:
SANWA BANK CALIFORNIA                              NEOTHERAPEUTICS, INC.

By         /s/Fred A. Hoekstra                     By     /s/Alvin J. Glasky
     ------------------------------------             --------------------------
     Fred A. Hoekstra, Authorized Officer             Alvin J. Glasky, President

Address:                                           Address:
Newport Beach Office                               157 Technology Drive
4400 MacArthur Boulevard                           Irvine, CA 92618
Newport Beach, CA 92660

                                       16

<PAGE>   17

                               SECURITIES SCHEDULE



The securities described below are part of the Collateral as defined and
described in this Line of Credit Agreement dated August 20, 1997 to which this
Schedule is attached.

- --------------------------------------------------------------------------------

BONDS:

$1,750,000.00 par value Federal Home Loan Banks Consolidated Bond dated December
28, 1995 at 6.03% maturing December 28, 1998 held by Bank of America Illinois in
Account No.


                                       17

<PAGE>   18

                               SECURITY AGREEMENT



This Security Agreement ("Agreement") is made and entered into this 14th day of
November 1997 by and between SANWA BANK CALIFORNIA (the "Bank") and
NEOTHERAPEUTICS, INC. (the "Grantor").

1. GRANT OF SECURITY INTEREST. The Grantor hereby grants to the Bank a security
interest in and to all of the following property (hereinafter collectively
referred to as the "Collateral"):

        A. SECURITIES. Those shares of stock, bonds, and other negotiable and
        non-negotiable securities listed on the "Collateral Securities Schedule"
        attached to this Agreement and on any additional and supplemental
        schedules or exhibits now or thereafter attached hereto, together with
        all warrants, options, stock rights, rights to subscribe, liquidating
        dividends, payments, dividends paid in stock, new securities or other
        property derived therefrom or to which the Grantor may become entitled
        to receive on account thereof.

        B. MONIES AND OTHER PROPERTY IN POSSESSION. In addition to the above,
        all monies, and property of the Grantor now or hereafter in the
        possession of the Bank or the Bank's agents, or any one of them,
        including, but not limited to, all deposit accounts, certificates of
        deposit, stocks, bonds, indentures, warrants, options and other
        negotiable and non-negotiable securities and instruments, together with
        all stock rights, rights to subscribe, liquidating dividends, cash
        dividends, payments, dividends paid in stock, new securities or other
        property to which the Grantor may become entitled to receive on account
        of such property.

The Bank's security interest in the Collateral shall be a continuing lien and
shall include all proceeds and products of the Collateral including but not
limited to, the proceeds of any insurance thereon.

2. THE INDEBTEDNESS. The Collateral secures payment of all obligations and
indebtedness pursuant to that certain Line of Credit Agreement dated August 20,
1997 between the Bank and the Borrower in the original aggregate principal
balance of $1,600,000.00. The indebtedness and obligations secured hereby
(hereinafter referred to as the "Indebtedness") shall include any and all
modifications, extensions and renewals of such obligations or indebtedness and
performance of all the terms, covenants and agreements contained in this
Security Agreement and in any other document, instrument or agreement evidencing
or related to the Indebtedness or the Collateral.

The Indebtedness secured hereby shall not include any indebtedness incurred for
personal, family or household purposes except to the extent any disclosure
required under any consumer protection law (including but not limited to the
Truth in Lending Act) or any regulation thereto, as now existing or hereafter
amended, is or has been given.

                                       (1)

<PAGE>   19

3. GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantor hereby makes the
following representations and warranties to the Bank, which representations and
warranties are continuing:

        A. STATUS. The Grantor is a corporation duly organized and validly
        existing under the laws of the State of Colorado and is properly
        licensed, qualified to do business and in good standing in, and, where
        necessary to maintain the Grantor's rights and privileges, has complied
        with the fictitious name statute of every jurisdiction in which the
        Grantor is doing business.

        B. AUTHORITY. The execution, delivery and performance by the Grantor of
        this Security Agreement and any instrument, document or agreement
        required hereunder have been duly authorized and do not and will not:
        (i) violate any provision of any law, rule, regulation, writ, judgment
        or injunction presently in effect affecting the Grantor; (ii) require
        any consent or approval of the stockholders or violate any provision of
        the articles of incorporation or by-laws of the Grantor; or (iii) result
        in a breach of or constitute a default under any material agreement to
        which the Grantor is a party or by which the Grantor's properties may be
        bound or affected.

        C. LEGAL EFFECT. This Security Agreement constitutes, and any document,
        instrument or agreement required hereunder when delivered will
        constitute, legal, valid and binding obligations of the Grantor
        enforceable against the Grantor in accordance with their respective
        terms.

        D. FICTITIOUS TRADE STYLES. The Grantor currently uses no fictitious
        trade styles in connection with its business operations. The Grantor
        shall notify the Bank within thirty (30) days of the use of any
        fictitious trade style at any future date, indicating the trade style
        and state(s) of its use.

        E. TITLE TO COLLATERAL; PERMITTED LIENS. The Grantor has good and
        marketable title to the Collateral and the same is not now and shall not
        become subject to any security interest, encumbrance, lien or claim of
        any third person other than: (i) liens and security interests securing
        the Indebtedness or other indebtedness owed to the Bank; (ii) liens for
        taxes, assessments or similar charges either not yet due or being
        contested in good faith; (iii) liens of mechanics, materialmen,
        warehousemen, carriers or other like liens arising in the ordinary
        course of business and securing obligations which are not yet
        delinquent; (iv) purchase money liens or purchase money security
        interests upon or in any property acquired or held by the Grantor in the
        ordinary course of business to secure indebtedness outstanding on the
        date hereof or permitted to be incurred hereunder; (v) liens and
        security interests which, as of the date hereof, have been disclosed to
        and approved by the Bank in writing; and (vi) those liens and security
        interests which in the aggregate constitute an immaterial and
        insignificant monetary amount which respect to the net value of the
        Grantor's assets (collectively, the "Permitted Liens").

        F. FINANCIAL STATEMENTS. All financial statements, information and other
        data now or hereafter submitted to the Bank by the Grantor in connection
        with the transaction with respect to which this Security Agreement is
        entered into are true, accurate and correct and have been or will be
        prepared in accordance with generally accepted accounting principles
        consistently applied. Since the most recent submission of any such
        financial statement, information or other data to the Bank, the Grantor
        represents and warrants that no material adverse change in the financial
        condition or operations as disclosed therein or thereby has occurred
        which has not been fully disclosed to the Bank in writing.

        G. LITIGATION. Except as have been disclosed to the Bank in writing,
        there are no actions, suits or proceedings pending or, to the knowledge
        of the Grantor, threatened against or affecting the Grantor's properties
        before any court of administrative agency which, if determined adversely
        to the Grantor, would have a material adverse effect on the Grantor's
        financial condition, operations or the Collateral.

        H. TAXES The Grantor has filed all tax returns required to be filed and
        paid all taxes shown thereon to be due, including interest and
        penalties, other than taxes which are currently payable without penalty
        or interest or those which are being duly contested in good faith.

                                      (2)

<PAGE>   20

4. GRANTOR'S COVENANTS. The Grantor covenants and agrees that, unless the Bank
otherwise consents in writing, the Grantor shall at all times:

        A. MAINTENANCE OF COLLATERAL. Except for Permitted Liens, keep and
        maintain the Collateral free and clear of all levies, liens,
        encumbrances and other security interests (including, but not limited
        to, any lien of attachment, judgment or execution) and defend the
        Collateral against any such levy, lien, encumbrance or security
        interest; comply with all laws, statutes and regulations pertaining to
        the Collateral and take such actions and execute such agreements and
        other documents necessary to perfect, evidence and continue the Bank's
        security interest in the Collateral and the priority thereof.

        B. COVENANTS WITH RESPECT TO POSSESSORY COLLATERAL. With respect to
        Possessory Collateral, (which is defined to mean that portion of the
        Collateral which consists of securities, certificates of deposit,
        savings or checking accounts, notes and instruments and any other
        similar collateral in which a security interest is normally perfected
        through possession by the Bank or its agent), the Grant covenants and
        agrees:

               (i)    The Possessory Collateral shall at all times be of a
                      character and value acceptable to the Bank, as determined
                      by the Bank in its sole and absolute judgment.

               (ii)   The Grantor shall not withdraw or seek to withdraw any of
                      the Possessory Collateral now or hereafter in the
                      possession of the Bank or the Bank's agents.

               (iii)  The Grantor shall make timely payments of all taxes,
                      charges, liens and assessments against the Possessory
                      Collateral.

        C. REPORTING REQUIREMENTS. Promptly upon the Bank's request, deliver or
        cause to be delivered to the Bank such information pertaining to the
        Grantor, the Collateral or such other matters as the Bank may reasonably
        request.

        D. PAYMENT OF OBLIGATIONS. Pay all of the Grantor's liabilities and
        obligations when due.

        E. COMPENSATION OF EMPLOYEES. Compensate the Grantor's employees for
        services rendered at an hourly rate at least equal to the minimum hourly
        rate prescribed by any applicable federal or state law or regulation.

        F. POSSESSORY COLLATERAL LOAN-TO-VALUE RATIO. The Grantor covenants and
        agrees that so long as all or any part of the Indebtedness shall remain
        outstanding, the outstanding principal balance of the obligations
        secured by this Agreement shall at no time be greater than 90.00% of the
        value of the Possessory Collateral at its then current market value (as
        determined by the Bank) "the "Loan-to-Value Ratio").

        G. NOTICES. Give the Bank prompt written notice of: (i) any change in
        the Grantor's place of business or the acquisition of more than one
        place of business; (ii) any proposed or actual change in the Grantor's
        name, identify or business nature; (iii) any change in the location of
        any Collateral; (iv) any Event of Default; (v) litigation, arbitration
        or administrative proceedings to which the Grantor is a party and which
        affects the Collateral; 

                                      (3)


<PAGE>   21

        and (vi) any other matter which has resulted in, or might result in, a
        material adverse change in the Collateral or the financial condition or
        business operations of the Grantor.

5. BANK'S RIGHTS REGARDING POSSESSORY COLLATERAL. With respect to the Possessory
Collateral, at its option and without any obligation to do so, the Bank may,
either in the name of the Bank, the Bank's nominee or the Grantor:

        A. Collect, endorse and receive all sums including, but not limited to,
        dividends, and interest, now or hereafter payable upon or on account of
        the Possessory Collateral.

        B. Enter into any agreement relating to or affecting the Possessory
        Collateral and, in connection therewith, the Bank may surrender control
        of any such Collateral, accept other property in exchange for such
        Collateral and do and perform such acts as it deems proper. Any money or
        property received in exchange for any such Collateral shall be subject
        to and held by the Bank pursuant to the terms of this Security
        Agreement.

        C. Make any compromise or settlement with respect to the Possessory
        Collateral that the Bank, in its sole and absolute discretion, deems
        proper.

        D. Insure and do such other acts as the Bank deems necessary, in its
        sole discretion, to preserve or protect the Possessory Collateral.

        E. Cause the Possessory Collateral to be transferred to the Bank's name
        or the name of the Bank's nominee.

        F. With respect to the Possessory Collateral, exercise all rights,
        powers and remedies of an owner but excluding any voting rights.

6. EVENTS OF DEFAULT. Any one or more of the following described events shall
constitute an event of default ("Event of Default") hereunder.

        A. NON-PAYMENT. There shall occur a failure to pay when due any payment
        of principal or interest or any other sum referred to in this Security
        Agreement or under any other document, instrument or agreement
        evidencing or relating to any indebtedness owed by the Grantor to the
        Bank or owed to the Bank by any obligor on the Indebtedness.

        B. PERFORMANCE UNDER THIS AND OTHER AGREEMENTS. The Grantor shall fail
        in any material respect to perform or observe any term, covenant or
        agreement contained in this Security Agreement or in any document,
        instrument or agreement evidencing or relating to any indebtedness of
        the Grantor or any indebtedness of any obligor on the Indebtedness
        (whether such indebtedness is owed to the Bank or third persons), and
        any such failure (exclusive of the payment of money to the Bank, which
        failure shall constitute and be an immediate Event of Default if not
        paid when due or when demanded to be due) shall continue for more than
        30 days after written notice from the Bank to the Grantor or the obligor
        on the Indebtedness of the existence and character of such Event of
        Default.

        C. REPRESENTATIONS AND WARRANTIES: FINANCIAL STATEMENTS. Any
        representation or warranty made under or in connection with this
        Security Agreement or any financial statement or information given in
        connection with the transaction with respect to which this Security
        Agreement is entered into shall prove to have been incorrect in any
        material respect when made or given or when deemed to have been made or
        given.

        D. INSOLVENCY. The Grantor or any obligor on or any guarantor of the
        Indebtedness shall: (i) become insolvent or be unable to pay its debts
        as they mature; (ii) make an 

                                      (4)

<PAGE>   22

        assignment for the benefit of creditors or to an agent authorized to
        liquidate any substantial amount of its properties or assets; (iii) file
        a voluntary petition in bankruptcy or seeking reorganization or to
        effect a plan or other arrangement with creditors; (iv) file an answer
        admitting the material allegations of an involuntary petition relating
        to bankruptcy or reorganization or join in any such petition; (v) become
        or be adjudicated a bankrupt; (vi) apply for or consent to the
        appointment of, or consent that an order be made appointing, any
        receiver, custodian or trustee, for itself or any of its properties,
        assets or business; of (vii) any receiver, custodian or trustee shall
        have been appointed for all or a substantial part of its properties,
        assets or businesses and shall not be discharged within 30 days after
        the date of such appointment.

        E. EXECUTION. Any writ of execution or attachment or any judgment lien
        shall be issued against the Collateral and shall not be discharged or
        bonded against or released within 30 days after the issuance or
        attachment of such writ or lien.

        F. IMPAIRMENT OF COLLATERAL. There shall occur any deterioration or
        impairment of all or any part of the Collateral or any decline or
        depreciation in the value or market price of the Collateral which causes
        the Collateral, in the sole and absolute judgment of the Bank, to become
        unacceptable as to character or value.

        G. REVOCATION OR LIMITATION OF GUARANTY. Any guaranty given with respect
        to the Indebtedness shall be revoked or limited or its enforceability or
        validity shall be contested by any guarantor, by operation of law, legal
        proceeding or otherwise or any guarantor who is a natural person shall
        die.

        H. SUSPENSION. The Grantor or any obligor on the Indebtedness shall
        voluntarily suspend the transaction of business or allow to be
        suspended, terminated, revoked or expired any permit, license or
        approval of any federal, state or municipal agency or authority
        necessary to conduct such person's business as now conducted.

        I. CHANGE IN OWNERSHIP. There shall occur a sale, transfer, disposition
        or encumbrance (whether voluntary or involuntary), or an agreement shall
        be entered into to do so, with respect to more than 10% of the issued
        and outstanding capital stock of the Grantor or any obligor on the
        Indebtedness, if a corporation, or there shall occur a change in any
        general partner or a change affecting the control of the Grantor or any
        obligor on the Indebtedness, if a partnership.

7. BANK'S RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of
Default, the Bank may, at its sole and absolute election, without demand and
only upon such notice as may be required by law:

        A. ACCELERATION. Declare the Indebtedness and any or all other
        indebtedness owing to the Bank by the Grantor or any obligor on the
        Indebtedness (however such indebtedness may be evidence or secured)
        immediately due and payable, whether or not otherwise due and payable.

        B. CEASE EXTENDING CREDIT. Cease extending credit to or for the account
        of the Grantor or any obligor on the Indebtedness under any agreement
        now existing or hereafter entered into with the Bank.

        C. TERMINATION. Terminate any agreement as to any future obligation of
        the Bank without affecting the Grantor's obligations to the Bank or the
        Bank's rights and remedies under this Security Agreement or under any
        other document, instrument or agreement.

                                      (5)

<PAGE>   23

        D. PROTECTION OF SECURITY INTEREST IN COLLATERAL. Make such payments and
        do such acts as the Bank, in its sole judgment, considers necessary and
        reasonable to protect its security interest in the Collateral. The
        Grantor hereby irrevocably authorizes the Bank to pay, purchase, contest
        or compromise any encumbrance, lien or claim which the Bank, in its sole
        judgment, deems to be prior or superior to its security interest.
        Further, the Grantor hereby agrees to pay to the Bank, upon demand
        therefor, all expenses and expenditures (including attorneys' fees)
        incurred in connection with the foregoing.

        E. FORECLOSURE. Enforce any security interest or lien given or provided
        for under this Security Agreement or under any other document relating
        to the Collateral, in such manner and such order, as to all or any part
        of the Collateral, as the Bank, in its sole judgment, deems to be
        necessary to appropriate and the Grantor hereby waives any and all
        rights, obligations or defenses now or hereafter established by law
        relating to the foregoing. In the enforcement of its security interest
        in the Collateral, the Bank is authorized to enter upon the premises
        where any Collateral is located and take possession of the Collateral or
        any part thereof, together with the Grantor's records pertaining
        thereto, or the Bank may require the Grantor to assemble the Collateral
        and records pertaining thereto and make such Collateral and records
        available to the Bank at a place designated by the Bank. The Bank may
        sell the Collateral or any portions thereof, together with all
        additions, accessions and accessories thereto, giving only such notices
        and following only such procedures as are required by law, at either a
        public or private sale, or both, with or without having the Collateral
        present at the time of sale, which sale shall be on such terms and
        conditions and conducted in such manner as the Bank determines in its
        sole judgment to be commercially reasonable. Any deficiency which exists
        after the disposition or liquidation of the Collateral shall be a
        continuing liability of any obligor on or any guarantor of the
        Indebtedness and shall be immediately paid to the Bank.

        F. APPLICATION OF PROCEEDS. All amounts received by the Bank as proceeds
        from the disposition or liquidation of the Collateral shall be applied
        as follows: first, to the costs and expenses of collection, including
        court costs and reasonable attorneys' fees, whether or not suit is
        commenced by the Bank; next, to those costs and expenses incurred by the
        Bank in protecting, preserving, enforcing, collecting, selling or
        disposing of the Collateral; next, to the payment of accrued and unpaid
        interest on all of the Indebtedness; next, to the payment of the
        outstanding principal balance of the Indebtedness; and last, to the
        payment of any other indebtedness owed by the Grantor to the Bank. Any
        excess Collateral or excess proceeds existing after the disposition or
        liquidation of the Collateral will be returned or paid by the Bank to
        the Grantor.

        G. NON-EXCLUSIVITY OF REMEDIES. Exercise one or more of the Bank's
        rights set forth herein or seek such other rights or pursue such other
        remedies as may be provided by law, in equity or in any other agreement
        now existing or hereafter entered into between the Bank and the Grantor
        or any obligor on or guarantor of the Indebtedness, or otherwise.

8.      MISCELLANEOUS PROVISIONS.

        A. AMOUNTS PAYABLE UNDER THIS SECURITY AGREEMENT. If the Grantor fails
        to pay on demand the amount of any obligations referred to in this
        Security Agreement, the Bank may pay such amount at its option and
        without any obligation to do so and without waiving any default
        occasioned by the Grantor's failure to pay such amount. All amounts so
        paid by the Bank, together with reasonable attorneys' fees and all other
        costs, charges and expenses relating to the Indebtedness, shall be a
        part of the Indebtedness and shall bear interest at the highest rate
        chargeable on any Indebtedness until paid in full.

                                      (6)

<PAGE>   24

        B. OTHER TERMS. Terms not otherwise defined in this Security Agreement
        shall have the meanings attributed to such terms in the California
        Uniform Commercial Code.

        C. RELIANCE. Each warranty, representation, covenant and agreement
        contained in this Security Agreement shall be conclusively presumed to
        have been relief upon by the Bank regardless of any investigation made
        or information possessed by the Bank and shall be cumulative and in
        addition to any other warranties, representations, covenants or
        agreements which the Grantor shall now or hereafter give, or cause to be
        given, to the Bank.

        D. ATTORNEYS' FEES. In the event of any action in relation to this
        Security Agreement, the Collateral or any document, instrument or
        agreement secured hereby or related hereto, the prevailing party, in
        addition to all other sums to which it may entitled, shall be entitled
        to reasonable attorneys' fees.

        E. NOTICES. All notices, payments, requests, information and demands
        which either party hereto may desire, or be required to give or make to
        the other party, shall be given or made to such party by hand delivery
        or through deposit in the United States mail, postage prepaid, or by
        Western Union telegram, addressed to the address set forth below such
        party's signature to this Security Agreement or to such other address as
        may be specified from time to time in writing by either party to the
        other.

        F. WAIVER. Neither the failure nor delay by the Bank in exercising any
        right hereunder or under any document, instrument or agreement mentioned
        herein shall operate as a waiver thereof, nor shall any single or
        partial exercise of any right hereunder or under any other document,
        instrument or agreement mentioned herein preclude other or further
        exercise thereof or the exercise of any other right, nor shall any
        waiver of any right or default hereunder or under any other document,
        instrument or agreement mentioned herein constitute a waiver of any
        other right or default or constitute a waiver of any other default of
        the same or any other term or provision.

        G. ASSIGNMENT. This Security Agreement shall be binding upon and inure
        to the benefit of the Grantor and the Bank and their respective
        successors and assigns, except that the Grantor shall not have the right
        to assign the Grantor's rights hereunder or any interest herein without
        the Bank's prior written consent. The Bank may sell or assign all or any
        portion of its rights and benefits hereunder and, in connection
        therewise, may deliver to such prospective buyer or assignee financial
        statements and other relevant information pertaining to the Grantor or
        any obligor on the Indebtedness.

        H. SEVERABILITY. Should any one or more provisions of this Security
        Agreement be determined to be illegal or unenforceable, all other
        provisions shall remain effective.

        I. JURISDICTION. This Security Agreement and the rights of the parties
        hereunder to and concerning the Collateral, and any documents,
        instruments or agreements mentioned or referred to herein, shall be
        governed by and construed according to the laws of the State of
        California, to the jurisdiction of whose courts the parties hereby
        submit.

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
executed as of the date first hereinabove written.

BANK:

SANWA BANK CALIFORNIA

                                      (7)

<PAGE>   25

BY:     /S/ TODD L. MALDONADO
        --------------------------
        TODD L. MALDONADO
        COMMERCIAL BANKING OFFICER

ADDRESS:
NEWPORT BEACH OFFICE
4400 MACARTHUR BOULEVARD
NEWPORT BEACH, CA  92660



GRANTOR:

NEOTHERAPEUTICS, INC.

BY:     /S/ ALVIN J. GLASKY
        --------------------------
        ALVIN J. GLASKY, PRESIDENT

ADDRESS:
157 TECHNOLOGY DRIVE
IRVINE, CA  92618

                                      (8)

<PAGE>   26

                               SECURITIES SCHEDULE


The securities described below are part of the Collateral as defined and
described in this Security Agreement dated November 14, 1997 to which this
Schedule is attached.


- --------------------------------------------------------------------------------

BONDS:

$1,750,000.00 par value Federal Home Loan Banks Consolidated Bond dated December
28, 1995 at 6.030% maturing December 28, 1998 held by Sanwa Bank California's
Trust Department in account No. 71N001004.

                                      (9)

<PAGE>   27

                             PLEDGEHOLDER AGREEMENT



THIS PLEDGEHOLDER AGREEMENT (the "Agreement") is made as of this 20th day of
August, 1997 by and between SANWA BANK CALIFORNIA (the "Bank"), NEOTHERAPEUTICS,
INC. (the "Grantor"), and BANK OF AMERICA (the "Pledgeholder") with respect to
the matters that follow:

1. THE COLLATERAL. As security for the payment of certain debts, obligations and
liabilities (hereinafter collectively referred to as the "Indebtedness") owed
and to be owed by NEOTHERAPEUTICS, INC. to the Bank and performance of all the
terms, covenants and agreements contained in certain documents, instruments and
agreements evidencing, securing or related to the Indebtedness, the Grantor has
granted to the Bank, pursuant to the terms, covenants and agreements contained
in a certain security agreement (the "Security Agreement") entered into between
the Bank and the Grantor and relating to the property described below, together
with all proceeds thereof (hereinafter collectively referred to as the
"Collateral"), a security interest in and to, among other items, the following:

Those shares of stock, bonds, indentures, negotiable and non-negotiable
securities and instruments listed on the attached Exhibit "A" and on any
additional and supplemental exhibits to this Agreement, together with all
warrants, options, stock rights, right to subscribe, liquidating dividends, cash
dividends, payments, dividends paid in stock, new securities or other property
derived therefrom or to which the Grantor may become entitled to receive on
account thereof, which are held by the Pledgeholder and which are maintained by
the Pledgeholder in one or more accounts, including but not limited to the
account numbered 01-40-403-0008875 (collectively, the "Account").

2. APPOINTMENT OF PLEDGEHOLDER. In order to perfect the security interest of the
Bank in and to the Collateral, the Bank in and to the Collateral, the Bank
hereby appoints the Pledgeholder, the Grantor hereby acknowledges and
irrevocably authorizes the appointment of the Pledgeholder, and the Pledgeholder
irrevocably accepts its appointment, as agent for and under the instructions of
the Bank, to hold any and all Collateral which is now or shall hereafter be in
the possession or under the control of the Pledgeholder.

3. LIMITATIONS ON DISPOSITION OF COLLATERAL. Except to the extent that the
Pledgeholder is authorized or permitted by the Bank or under this Agreement or
is required by court order, writ or other legal process, the Collateral or any
portion thereof shall not be released by or withdrawn from the possession or
control of the Pledgeholder. Notwithstanding the foregoing, to the extent that
the Collateral or any portion thereof consists of stock, bonds, indentures,
warrants, options, stock rights, or other negotiable or non-negotiable
securities, such item or items of the Collateral may, at the option and
direction of the Grantor, be sold or otherwise disposed of provided that the
proceeds therefrom are reinvested in other securities which are held by the
Pledgeholder and are of a character and value acceptable to the Bank and
provided further that, prior to and following such sale or disposition and such
reinvestment, the then current market value of such securities held by the
Pledgeholder shall not be less than an a mount designated from time to time by
the Bank to the Pledgeholder.

4. TRANSFER OF COLLATERAL TO BANK. Upon such instructions as may be given by the
Bank to the Pledgeholder, the Pledgeholder shall (as directed by the Bank)
either deliver the Collateral or such portions thereof (together with, as
applicable, all stock powers executed by the Grantor, the Pledgeholder and
others) to the Bank or liquidate, sell or otherwise dispose of the Collateral or

                                       (1)

<PAGE>   28

such portions thereof and remit the proceeds therefrom to the Bank at the
address set forth herein or in the instructions given by the Bank to the
Pledgeholder.

5. INDEMNIFICATION OF PLEDGEHOLDER. The Pledgeholder is hereby authorized to
comply with the terms and conditions of this Agreement and the instructions
given to the Pledgeholder pursuant hereto, and the Grantor hereby releases and
discharges the Pledgeholder from any and all duties and obligations which the
Pledgeholder may otherwise have to the Grantor under any prior instructions or
agreements which conflict with the matters contained in this Agreement. The
Grantor hereby agrees to and shall indemnify and defend the Pledgeholder and
shall hold the Pledgeholder harmless from and against any and all claims,
demands, costs and expenses (including court costs and attorneys' fees) arising
from any litigation or proceeding which may be commenced with respect to the
Collateral, the Account or the obligations of the Pledgeholder hereunder or
which may be incurred by reason of following any instruction given to the
Pledgeholder pursuant to this Agreement.

6. DEFINITIONS. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the California Uniform Commercial Code.

7.      DISPUTE RESOLUTION.

        A. DISPUTES. It is understood and agreed that, upon the request of any
        party to this Agreement, any dispute, claim or controversy of any kind,
        whether in contract or in tort, statutory or common law, legal or
        equitable, now existing or hereinafter arising between the parties in
        any way arising out of, pertaining to or in connection with: (i) this
        Agreement, or any related agreements, documents or instruments, (ii) all
        past and present loans, credits, accounts, deposit accounts (whether
        demand deposits or time deposits), safe deposit boxes, safekeeping
        agreements, guarantees, letters of credit, goods or services, or other
        transactions, contracts or agreements of any kind, (iii) any incidents,
        omissions, acts, practices, or occurrences causing injury to any party
        whereby another party or its agents, employees or representatives may be
        liable, in whole or in part, or (iv) any aspect of the past or present
        relationships of the parties, shall be resolved through a two-step
        dispute resolution process administered by the Judicial Arbitration &
        Mediation Services, Inc. ("JAMS") as follows:

        B. STEP I - MEDIATION. At the request of any party to the dispute, claim
        or controversy, the matter shall be referred to the nearest office of
        JAMS for mediation, which is an informal, non-binding conference or
        conferences between the parties in which a retired judge or justice from
        the JAMS panel will seek to guide the parties to a resolution of the
        case.

        C. STEP II - ARBITRATION (CONTRACTS NOT SECURED BY REAL PROPERTY).
        Should any dispute, claim or controversy remain unresolved at the
        conclusion of the Step I Mediation Phase, then (subject to the
        restriction at the end of this subparagraph ) all such remaining matters
        shall be resolved by final and binding arbitration before a different
        judicial panelist, unless the parties shall agree to have the mediator
        panelist act as arbitrator. The hearing shall be conducted at a location
        determined by the arbitrator in Los Angeles, California (or such other
        city as may be agreed upon by the parties) and shall be administered by
        and in accordance with the then existing Rules of Practice and Procedure
        of JAMS and judgement upon any award rendered by the arbitrator may be
        entered by any State or Federal Court, having jurisdiction thereof. The
        arbitrator shall determine which is the prevailing party and shall
        include in the award that party's reasonable attorneys' fees and costs.
        This subparagraph shall apply only if, at the time of the submission of
        the matter to JAMS, the dispute or issues involved do not arise out of
        any transaction which is secured by real property collateral or, if so
        secured, all parties consent to such submission.

                                      (2)

<PAGE>   29

        As soon as practicable after selection of the arbitrator, the
        arbitrator, or the arbitrator's designated representative, shall
        determine a reasonable estimate of anticipated fees and costs of the
        arbitrator, and render a statement to each party setting forth that
        party's pro-rata share of said fees and costs. Thereafter, each party
        shall, within 10 days of receipt of said statement, deposit said sum
        with the arbitrator. Failure of any party to make such a deposit shall
        result in a forfeiture by the non-depositing party of the right to
        prosecute or defend the claim which is the subject of the arbitration,
        but shall not otherwise serve to abate, stay or suspend the arbitration
        proceedings.

        D. STEP II - TRIAL BY COURT REFERENCE (CONTRACTS SECURED BY REAL
        PROPERTY). If the dispute, claim or controversy is not one required or
        agreed to be submitted to arbitration, as provided in the above
        subparagraph, and has not been resolved by Step I mediation, then any
        remaining dispute, claim or controversy shall be submitted for
        determination by a trial on Order of Reference conducted by a retired
        judge or justice from the panel of JAMS appointed pursuant to the
        provisions of Section 638(1) of the California Code of Civil Procedure,
        or any amendment, addition or successor section thereto, to hear the
        case and report a statement of decision thereof. The parties intend this
        general reference agreement to be specifically enforceable in accordance
        with said section. If the parties are unable to agree upon a member of
        the JAMS panel to act as referee, then one shall be appointed by the
        Presiding Judge of the county wherein the hearing is to be held. The
        parties shall pay in advance, to the referee, the estimated reasonable
        fees and costs of the reference, as may be specified in advance by the
        referee. The parties shall initially share equally, by paying their
        proportionate amount of the estimated fees and costs of the reference.
        Failure of any party to make such a fee deposit shall result in a
        forfeiture by the non-depositing party of the right to prosecute or
        defend any cause of action which is the subject of the reference, but
        shall not otherwise serve to abate, stay or suspend the reference
        proceeding.

        E. PROVISIONAL REMEDIES, SELF HELP AND FORECLOSURE. No provision of, or
        the exercise of any rights under any portion of this Dispute Resolution
        provision, shall limit the right of any party to exercise self help
        remedies such as set off, foreclosure against any real or personal
        property collateral, or the obtaining of provisional or ancillary
        remedies, such as injunctive relief or the appointment of a receiver,
        from any court having jurisdiction before, during or after the pendence
        of any arbitration. At the Bank's option, foreclosure under a deed of
        trust or mortgage may be accomplished either by exercise of power of
        sale under the deed of trust or mortgage, or by judicial foreclosure.
        The institution and maintenance of an action for provisional remedies,
        pursuit of provisional or ancillary remedies or exercise of self help
        remedies shall not constitute a waiver of the right of any party to
        submit the controversy or claim or arbitration.

8. ATTORNEY'S FEES. In the event of any mediation, arbitration, suit or other
action to enforce this Agreement or which otherwise arises out of this
Agreement, the prevailing party, in addition to all other sums to which it may
be entitled, shall be entitled to reasonable attorneys' fees.

9. NOTICES. All notices, payments, requests, information and demands which any
party hereto may desire or be required to give or make to any other party shall
be given or made to such party by hand delivery or express mail or through
deposit in the United States mail, postage prepaid, or by Western Union
telegram, or by telex, addressed to the address set forth below such party's
signature to this Agreement or to such other address as may be specified from
time to time in writing by any party to the other parties.

                                      (3)

<PAGE>   30

10. NO WAIVER. Neither the failure nor delay by the Bank in exercising any right
hereunder or under any document, instrument or agreement mentioned herein shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder or under any other document, instrument or agreement mentioned
herein preclude other or further exercise thereof or the exercise of any other
right.

11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and agents.

12. JURISDICTION. This Agreement and the rights of the parties hereunder to and
concerning the Collateral, and any documents, instruments or agreements
mentioned or referred to herein, shall be governed by and construed according to
the laws of the State of California, to the jurisdiction of whose courts the
parties hereby submit.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first hereinabove written.


BANK:                                     GRANTOR:

SANWA BANK CALIFORNIA                     NEOTHERAPEUTICS, INC.

BY: /S/ FRED A. HOEKSTRA                  BY: /S/ ALVIN J. GLASKY
    -----------------------------------       ----------------------------------
    FRED A. HOEKSTRA, AUTHORIZED OFFICER      ALVIN J. GLASKY, PRESIDENT

ADDRESS:                                  ADDRESS:

NEWPORT BEACH OFFICE                      ONE TECHNOLOGY DRIVE
4400 MACARTHUR BOULEVARD                  IRVINE, CA  92618
NEWPORT BEACH, CA  92660

                                          PLEDGEHOLDER:

                                          BANK OF AMERICA

                                          BY:
                                               ---------------------------------
                                               NAME/TITLE

                                          ADDRESS:

                                          231 SOUTH LASALLE STREET
                                          CHICAGO, IL  60697


                                      (4)

<PAGE>   31

                                   EXHIBIT "A"
                               SECURITIES SCHEDULE
                             PLEDGEHOLDER AGREEMENT


- --------------------------------------------------------------------------------


                                      VOID


                                      (5)

<PAGE>   32

                                                          ASSIGNMENT AS SECURITY

        FOR VALUE RECEIVED, I, NeoTherapeutics, Inc., Principal Trustor
Beneficiary under the above account number in the files of SANWA BANK
CALIFORNIA, Trust Department (hereinafter referred to as Trustee/Custodian), do
hereby assign and deliver unto Sanwa Bank California, (hereinafter referred to
as Assignee) all my right, title, and interest in and to said account and the
benefits thereof, subject to the rights hereinafter reserved to the undersigned,
and subject to said rights, I do hereby authorize said Trustee/Custodian to pay
and turn unto said Assignee all moneys and benefits growing out of said interest
hereby assigned.

        This assignment is made as collateral security for the payment of that
certain promissory note dated August 20, 1997, in favor of Assignee in the
amount of $1,600,000.00, or any extension or renewal thereof, together with any
interest and expenses which may accrue thereon, and in accordance with the terms
thereof, and also as security for any other sums which may be due or become due
said Assignee by the undersigned; provided, however that the Trustee/Custodian
shall distribute the net income derived from the account to the person or
persons entitled thereto by the provisions thereof, until said Trustee/Custodian
shall be otherwise directed by said Assignee; and provided further, that the
undersigned shall not exercise any rights to terminate said account in whole or
in part, and/or to direct the investment or reinvestment of all or any part of
the account, and/or to amend said account in such manner as to affect the rights
of the Assignee hereunder, until said obligations shall be fully satisfied and
discharged and/or all sums owing by the undersigned to said Assignee shall have
been fully repaid, except with the written consent of the said Assignee.

        Unless otherwise paid, said Trustee/Custodian is authorized and directed
to pay, when due, the indebtedness hereby secured by the account out of any
funds belonging to the account and available for that purpose, or, in the event
there are not funds belonging to the account available for the payment of said
obligation when due, said Trustee/Custodian is authorized and directed to sell
at public or private sale, in any lawful manner, such property belonging to the
account as may be necessary for the purpose of providing such funds.

        Pursuant to the power reserved to the undersigned in and by said
account, the undersigned does hereby alter, amend, and/or change said account,
and the estates and interests thereby created, to such extent and for such
periods as may be necessary to carry out the provisions hereof.

        It is understood and agreed that, upon the full payment by the
undersigned of all indebtedness secured hereby, or in connection herewith or
otherwise, this assignment shall terminate and become null, void, and of no
effect, and thereupon the Trustee/Custodian shall hold the entire account then
remaining for the benefit of the person or persons entitled thereto by the
provisions of said account.

        The undersigned does hereby agree to indemnify and save harmless said
Trustee/Custodian from any loss, damage, or liability that it may suffer or
incur by reason of complying with the terms of this assignment.

Dated this____________________day of_________________, 19__________.

Signature of Assignor /s/ Alvin J. Glasky
                      -------------------

SANWA BANK OF CALIFORNIA, as Custodian, hereby consents to the above assignment.

DATED this 18th day of November, 1997.
           ----        --------------
                                      SANWA BANK OF CALIFORNIA

                                      /s/ Kelly Ann Laghaei /s/ Dina M. Anguiano
                                      ------------------------------------------
                                                  Trust Officer



<PAGE>   1

                                                                    EXHIBIT 21.1

                           SUBSIDIARIES OF REGISTRANT


1.   Advanced ImmunoTherapeutics, Inc., a California corporation.

2.   NeoTherapeutics GmbH, a Switzerland corporation.





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER
31, 1997 FINANCIAL STATEMENTS OF NEOTHERAPEUTICS, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-KSB, YEAR ENDED DECEMBER 31, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                       6,998,347
<SECURITIES>                                 2,133,375
<RECEIVABLES>                                  221,829
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             9,480,810
<PP&E>                                       3,755,262
<DEPRECIATION>                                 279,913
<TOTAL-ASSETS>                              13,198,473
<CURRENT-LIABILITIES>                        2,478,529
<BONDS>                                        176,549
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                    23,188,363
<OTHER-SE>                                (12,644,968)
<TOTAL-LIABILITY-AND-EQUITY>                13,198,473
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                6,849,531
<OTHER-EXPENSES>                                 1,599
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              56,419
<INCOME-PRETAX>                            (6,161,541)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (6,161,541)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (6,161,541)
<EPS-PRIMARY>                                   (1.14)
<EPS-DILUTED>                                        0
        

</TABLE>