AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                        QUARTERLY REPORT UNDER SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                     -------


  For the Quarter Ended:  June 30, 1998         Commission File Number 0-27352

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


             Delaware                           04-3072298
             --------                           ----------
  (State or other jurisdiction of        (I.R.S. Employer Identification Number)
  organization or incorporation)

                                155 Fortune Blvd.
                                Milford, MA 01757
                                -----------------
          (Address of principal executive offices, including zip code)


                                 (508) 482-7500
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                         YES [X]                 NO[_]

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

   Common Stock, par value $.001 per share                15,256,825
   ---------------------------------------             -----------------
                  Class                        Outstanding as of August 12, 1998









                                 HYBRIDON, INC.

                                    FORM 10-Q

                                      INDEX


PART I - FINANCIAL INFORMATION
- - ------------------------------

ITEM 1 - FINANCIAL STATEMENTS

        CONSOLIDATED  CONDENSED  BALANCE SHEETS AS OF JUNE 30, 1998 AND DECEMBER
           31, 1997.

        CONSOLIDATED  CONDENSED  STATEMENT  OF  OPERATIONS  FOR THE THREE MONTHS
           AND  SIX  MONTHS  ENDED  JUNE  30,  1998  AND  1997  AND   CUMULATIVE
           FROM MAY 25,  1989 (INCEPTION) TO JUNE 30, 1998

        CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS FOR THE SIX  MONTHS
           ENDED  JUNE 30,  1998 AND  1997,  AND  CUMULATIVE  FROM MAY 25,  1989
           (INCEPTION) TO JUNE 30, 1998

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES




                                     PART I

      
ITEM 1.

                               HYBRIDON, INC. AND SUBSIDIARIES
                                (A DEVELOPMENT STAGE COMPANY)

                            CONSOLIDATED CONDENSED BALANCE SHEETS

                                         (UNAUDITED)

                                            ASSETS
JUNE 30, DECEMBER 31, 1998 1997 CURRENT ASSETS: Cash and cash equivalents $ 5,518,682 $ 2,202,202 Restricted cash (Note 9) 1,592,368 -- Accounts receivable 264,122 529,702 Accounts receivable related to real estate limited partnership 5,450,000 -- Prepaid expenses and other current assets 883,676 1,005,825 -------------- --------------- Total current assets 13,708,848 3,737,729 -------------- --------------- PROPERTY AND EQUIPMENT, AT COST: Leasehold improvements 11,699,244 16,027,734 Laboratory equipment 9,041,452 6,770,402 Equipment under capital leases 1,601,535 4,879,190 Office equipment 1,839,824 1,947,818 Furniture and fixtures 1,474,862 645,264 Construction-in-progress 45,409 45,409 -------------- --------------- 25,702,326 30,315,817 Less--Accumulated depreciation and amortization 13,199,366 11,085,013 -------------- --------------- 12,502,960 19,230,804 OTHER ASSETS: Restricted cash 659,618 3,050,982 Notes receivable from officers 252,950 247,250 Deferred financing costs and other assets 982,289 3,354,767 Investment in real estate partnership -- 5,450,000 -------------- --------------- 3,487,225 12,102,999 -------------- --------------- $ 28,106,665 $ 35,071,532 ============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 4,754,478 $ 7,868,474 Accounts payable 4,194,048 8,051,817 Accrued expenses 4,758,350 11,917,298 -------------- --------------- Total current liabilities 13,706,876 27,837,589 -------------- --------------- LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION 596,431 3,282,123 -------------- --------------- 9% CONVERTIBLE SUBORDINATED NOTES PAYABLE 1,300,000 50,000,000 -------------- --------------- STOCKHOLDERS' EQUITY(DEFICIT): Preferred stock, $.01 par value- Authorized--5,000,000 shares Issued and outstanding--None -- -- Series A convertible preferred stock, $.01 par value- Authorized--5,000,000 shares Issued and outstanding--624,790 shares at June 30, 1998 6,248 -- Common stock, $.001 par value- Authorized--100,000,000 shares Issued and outstanding--15,254,825 and 5,059,650 at June 30, 1998 and December 31, 1997, respectively 15,255 5,060 Additional paid-in capital 239,154,024 173,695,698 Deficit accumulated during the development stage (225,687,028) (218,655,101) Deferred compensation (985,141) (1,093,837) -------------- --------------- Total stockholders' equity(deficit) 12,503,358 (46,048,180) -------------- --------------- $ 28,106,665 $ 35,071,532 ============== =============== The accompanying notes are an integral part of these consolidated condensed financial statements.
HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
CUMULATIVE FROM MAY 25, 1989 THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) TO JUNE 30, JUNE 30, JUNE 30, 1998 1997 1998 1997 1998 REVENUES: Research and development $ 649,915 $ 186,250 $ 799,915 $ 780,150 $ 5,799,263 Product revenue 681,620 727,704 1,506,689 1,075,858 4,963,641 Interest income 44,602 486,502 62,447 603,914 3,283,186 Royalty and other income - 14,971 - 14,971 110,321 ------------- ------------- ------------- ------------- ---------------- 1,376,137 1,415,427 2,369,051 2,474,893 14,156,411 ------------- ------------- ------------- ------------- ---------------- OPERATING EXPENSES: Research and development 5,577,144 14,969,366 11,979,681 26,445,805 177,439,496 General and administrative 2,048,907 2,524,046 3,714,019 5,954,499 51,530,635 Restructuring charge - - - - 11,020,000 Interest 976,526 1,447,348 2,583,963 1,617,555 8,729,993 ------------- ------------- ------------- ------------- ---------------- 8,602,577 18,940,760 18,277,663 34,017,859 248,720,124 ------------- ------------- ------------- ------------- ---------------- Loss from operations (7,226,440) (17,525,333) (15,908,612) (31,542,966) (234,563,713) EXTRAORDINARY ITEM: Gain on conversion of 9% convertible subordinated notes payable 8,876,685 - 8,876,685 - 8,876,685 ------------- ------------- ------------- ------------- ---------------- NET INCOME (LOSS) $ 1,650,245 $(17,525,333) $ (7,031,927) $(31,542,966) $ (225,687,028) ============= ============= ============= ============= ================ BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM (Note 3): OPERATIONS $ (.64) $ (3.47) $ (1.94) $ (6.26) ============= ============= ============= ============= EXTRAORDINARY GAIN $ .78 $ - $ 1.08 $ - ============= ============= ============= ============= NET INCOME (LOSS) $ .15 $ (3.47) $ (.86) $ (6.26) ============= ============= ============= ============= SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE (Note 2) 11,333,604 5,048,391 8,196,627 5,042,369 ============= ============= ============= ============= The accompanying notes are an integral part of these consolidated condensed financial statements.
HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
CUMULATIVE FROM MAY 25, 1989 SIX MONTHS ENDED (INCEPTION) TO JUNE 30, JUNE 30, 1998 1997 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (7,031,927) $ (31,542,966) $ (225,687,028) Adjustments to reconcile net loss to net cash used in operating activities- Extraordinary gain on conversion of 9% convertible subordinated notes payable (8,876,685) - (8,876,685) Depreciation and amortization 1,785,353 2,241,374 12,971,807 Loss on disposal of fixed assets 228,000 - 228,000 Issuance of common stock for services rendered 1,195,398 146,875 1,342,273 Compensation on grant of stock options, warrants and restricted stock 108,696 188,412 8,232,494 Amortization of discount on convertible promissory notes payable - - 690,157 Amortization of deferred financing costs 225,816 250,395 922,285 Noncash interest on convertible promissory notes payable - - 260,799 Write-down of assets related to restructuring 4,600,000 - 5,200,000 Changes in operating assets and liabilities- Accounts receivable 265,580 (70,609) (264,122) Prepaid and other current assets 122,149 (108,610) (883,676) Notes receivable from officers (5,700) (4,663) (252,950) Amounts payable to related parties - - (200,000) Accounts payable and accrued expenses (5,530,465) (572,356) 14,438,650 Deferred revenue - (86,250) - -------------- --------------- ---------------- Net cash used in operating activities (12,913,785) (29,558,398) (191,877,996) -------------- --------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Increase in short-term investments - (16,267,615) - Purchases of property and equipment, net (285,509) (5,838,183) (29,597,974) Proceeds from sale of fixed assets 400,000 - 400,000 Investment in real estate partnership - - (5,450,000) -------------- --------------- ---------------- Net cash provided by (used in) investing activities 114,491 (22,105,798) (34,647,974) -------------- --------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of convertible preferred stock 6,804,562 - 103,388,716 Proceeds from issuance of common stock related to stock options and restricted stock grants - 62,327 1,260,928 Proceeds from issuance of common stock related to stock warrants - 9,075 3,185,816 Net proceeds from issuance of common stock 6,876,676 - 59,232,000 Repurchase of common stock - - (263) Proceeds from notes payable - - 9,450,000 Proceeds from issuance of convertible promissory notes payable 4,233,832 50,000,000 63,425,577 Proceeds from long-term debt - - 662,107 Payments on long-term debt and capital leases (2,489,782) (895,183) (5,855,662) Proceeds from sale/leaseback - 1,165,236 4,001,018 Decrease (increase) in restricted cash and other assets 690,486 133,878 (3,448,646) (Increase) decrease in deferred financing costs - (2,849,958) (3,256,939) -------------- --------------- ---------------- Net cash provided by financing activities 16,115,774 47,625,375 232,044,652 -------------- --------------- ---------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,316,480 (4,038,821) 5,518,682 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,202,202 12,633,742 - -------------- --------------- ---------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,518,682 $ 8,594,921 $ 5,518,682 ============== =============== ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 1,261,502 $ 492,555 $ 4,891,952 ============== =============== ================
The accompanying notes are an integral part of these consolidated condensed financial statements. HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (1) ORGANIZATION Hybridon, Inc. (the Company) was incorporated in the State of Delaware on May 25, 1989. The Company is engaged in the discovery and development of novel genetic medicines based primarily on antisense technology. The Company is in the development stage. Since inception, the Company has been engaged primarily in research and development efforts, development of its manufacturing capabilities and organizational efforts, including recruiting of scientific and management personnel and raising capital. To date, the Company has not received revenue from the sale of biopharmaceutical products developed by it based on antisense technology. In order to commercialize its own products, the Company will need to address a number of technological challenges and comply with comprehensive regulatory requirements. Accordingly, it is not possible to predict the amount of funds that will be required or the length of time that will pass before the Company receives revenues from sales of any of these products. All revenues received by the Company to date have been derived from collaboration agreements, interest on investment funds and revenues from the custom contract manufacturing of synthetic DNA and reagent products by the Company's Hybridon Specialty Products Division. As a result, although the Company has begun to generate revenues from its contract manufacturing business, the Company is dependent on the proceeds from possible future sales of equity securities, debt financings and research and development collaborations in order to fund future operations. On May 5, 1998, the Company completed a private offering of equity securities raising total gross proceeds of approximately $27.3 million from the issuance of 9,597,476 shares of common stock, 114,285 shares of Series A convertible preferred stock and warrants to purchase 2,657,219 shares of common stock at $2.40 per share. The gross proceeds include the conversion of approximately $6.2 million of accounts payable, capital lease obligations and other obligations into common stock. The Company incurred approximately $2.6 million of cash expenses related to the private offering and issued 597,699 shares of common stock and warrants to purchase 1,720,825 shares of common stock at $2.40 per share to the placement agents. The compensation received by Pillar, a company affiliated with certain directors of the Company, with respect to the offshore component of the private offering (Offshore Offering) consisted of (i) 9% of gross proceeds of such Offshore Offering and (ii) a non-accountable expense allowance equal to 4% of gross proceeds of such Offshore Offering. Pillar received approximately $1.6 million and warrants to purchase 1,111,630 shares of common stock at $2.40 per share. On February 6, 1998, the Company commenced an exchange offer to the holders of the 9% Convertible Subordinated Notes (the 9% Notes) (see Note 6) to exchange the 9% Notes for Series A convertible preferred stock and certain warrants of the Company. On May 5, 1998, Noteholders holding $48.7 million of principal and $2,361,850 of accrued interest tendered such principal and accrued interest to the Company for 510,505 shares of Series A convertible preferred stock and warrants to purchase 3,002,958 shares of common stock with an exercise price of $4.25 per share. In accordance with Statement of Financial Accounting (SFAS) No.15, HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Continued) Accounting by Debtors and Creditors for Troubled Debt Restructurings, the Company recorded an extraordinary gain of approximately $8.9 million related to the conversion. The extraordinary gain represents the difference between the carrying value of the 9% Notes and the fair value of the Series A convertible preferred stock, as determined by the per share sales price of Series A convertible preferred stock sold in the private offering described above, and warrants to purchase common stock issued by the Company. (2) UNAUDITED INTERIM FINANCIAL STATEMENTS The unaudited consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of interim period results. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes, however, that its disclosures are adequate to make the information presented not misleading. The results for the interim periods presented are not necessarily indicative of results to be expected for the full fiscal year. It is suggested that these financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Securities and Exchange Commission. (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Net Income (Loss) per Common Share The Company applies SFAS No. 128, Earnings per Share, in calculating earnings per share. Basic net income (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share for the periods presented is the same as basic net loss per share as the inclusion of the potential common stock equivalents would be antidilutive. (4) CASH EQUIVALENTS The Company applies SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under SFAS No. 115, debt securities that the Company has the positive intent and ability to hold to maturity are recorded at amortized cost and are classified as held-to-maturity securities. These securities include cash equivalents and restricted cash. Cash equivalents have original maturities of less than three months. Cash and cash equivalents at June 30, 1998 and December 31, 1997 consisted of the following: HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Continued)
June 30, December 31, 1998 1997 Cash and cash equivalents- Cash and money market funds $ 5,289,964 $ 1,702,272 Corporate bond 228,718 499,930 ----------------- ----------------- $ 5,518,682 $ 2,202,202 ================= ================= Restricted cash-current Certificates of deposit (Note 9) $ 1,592,368 $ - ================= ================= Restricted cash-long term Certificates of deposit $ - $ 2,016,364 Savings account 659,618 1,034,618 ----------------- ----------------- $ 659,618 $ 3,050,982 ================= =================
(5) RECEIVABLE FROM LIMITED PARTNERS OF REAL ESTATE LIMITED PARTNERSHIP Under the terms of the Cambridge, Massachusetts building lease (Cambridge Lease), the Company accounted for $5,450,000 of its payments for a portion of the costs of construction of the leased premises as contributions to the capital of the Cambridge landlord in exchange for a limited partnership interest in the Cambridge landlord (the Partnership Interest). Under the terms of the Partnership Interest, the Company has the right at any time prior to February 2000 to sell the Partnership Interest back to the other limited partners of the landlord. In April 1998, the Company exercised its right to sell back the Partnership Interest. The contribution to the real estate partnership has been classified as a current asset at June 30, 1998, since the Company anticipates receiving payment from the limited partners within one year, in accordance with the terms of the Cambridge Lease. (6) 9.0% CONVERTIBLE SUBORDINATED NOTES On April 2, 1997, the Company issued $50,000,000 of the 9% Notes. As discussed in Note 1, on May 5, 1998 Noteholders holding $48.7 million of principal value of the 9% Notes tendered such notes in exchange for Series A convertible preferred stock and warrants to purchase common stock. In addition, $2,361,850 of accrued interest thereon was converted into shares of Series A convertible preferred stock and warrants to purchase common stock. As of June 30, 1998, there is $1.3 million of 9% Notes outstanding. Under the terms of the 9% Notes, the Company must make semi-annual interest payments on the outstanding principal balance through the maturity date of April 1, 2004. If the 9% Notes are converted prior to April 1, 2000, the HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Continued) Noteholders are entitled to receive accrued interest from the date of the most recent interest payment through the conversion date. The 9% Notes are subordinate to substantially all of the Company's existing indebtedness. The 9% Notes are convertible at any time prior to the maturity date at a conversion price equal to $35.0625 per share, subject to adjustment under certain circumstances, as defined. Beginning April 1, 2000, the Company may redeem the 9% Notes at its option for a 4.5% premium over the original issuance price, provided that from April 1, 2000 to March 31, 2001, the 9% Notes may not be redeemed unless the closing price of the common stock equals or exceeds 150% of the conversion price for a period of at least 20 out of 30 consecutive trading days and the 9% Notes redeemed within 60 days after such trading period. The premium decreases by 1.5% each year through March 31, 2003. Upon a change of control of the Company, as defined, the Company will be required to offer to repurchase the 9% Notes at 150% of the original issuance price. (7) NEW ACCOUNTING STANDARDS Effective January 1, 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 requires disclosure of all components of comprehensive income on an annual and interim basis. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company's total comprehensive net income (loss) for the three and six month periods ended June 30, 1998 and 1997 were the same as reported net income (loss) for those periods. In July 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. SFAS No. 131 requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. Unless impracticable, companies would be required to restate prior period information upon adoption. The Company believes that the adoption of SFAS No. 131 will not have a material impact on its financial results or financial position. (8) RESTRUCTURING Beginning in July 1997, the Company implemented a restructuring plan to reduce expenditures on a phased basis over the balance of 1997 in an effort to conserve its cash resources. As a part of this restructuring plan, the Company recorded an $11,020,000 restructuring charge in 1997 to provide for (i) the termination of certain research programs, (ii) the abandonment of certain leased facilities (net of sublease income), (iii) severance obligations to nearly 100 terminated HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Continued) employees and (iv) the cancellation of certain other contracts. During June 1998, the Company vacated the Cambridge, MA facility and moved its corporate headquarters to Milford, MA. The total cash impact of the restructuring amounted to approximately $5,165,000. The total cash paid as of June 30, 1998 was approximately $2,721,000 and the remaining amount will be paid in 1998. (9) NOTE PAYABLE TO A BANK In December 1996, the Company entered into a five year $7,500,000 note payable with a bank. The note contains certain financial covenants that require the Company to maintain minimum tangible net worth and minimum liquidity and prohibits the payment of dividends. The note is payable in 59 equal installments of $62,500 commencing on February 1, 1997 with a balloon payment of $3,812,500, due on January 1, 2002. During 1997, the Company's minimum liquidity had fallen below the required amount and the Company deposited $1,758,542 as collateral under the cash pledge agreement. During 1998, the bank withdrew the full amount of the restricted cash and applied it against the outstanding balance of the note. The minimum liquidity requirements were subsequently amended to provide that if as of the fifteenth and last day of each calendar month the Company does not have minimum liquidity of at least $8,000,000 or $4,000,000, as defined, the Company will be required to immediately repay to the bank 35% and 100%, respectively, of the then outstanding balance. Also, in connection with the note, the Company issued five year warrants to purchase 13,000 shares of common stock at an exercise price of $34.49 per share. These warrants were fully exercisable at December 31, 1997. As of June 30, 1998, approximately $4,611,000 was outstanding under the note, which is classified as a current liability in the accompanying June 30, 1998 balance sheet. Subsequent to June 30, 1998, the Company placed approximately $1.6 million in escrow at the bank's In addition, in August 1998 the $1.6 million will be applied against the outstanding amount of the note. Also, upon the closing of the sale of the Partnership Interest (see Note 5) the Company will be required to pay down an additional $750,000 on the note. (10) METHYLGENE, INC. LICENSING AGREEMENT In January 1996, the Company and MethylGene, Inc. (MethylGene) (a Canadian company which is over 30% owned by the Company) entered into a licensing agreement for the purpose of researching and developing compounds for the treatment of cancer and other indications. In May 1998, this agreement was amended to grant MethylGene a non-exclusive right to use all and any antisense chemistries discovered by the Company or any of its affiliates for a period commencing on May 5, 1998 and ending on the earlier of (i) the effective date of termination by MethylGene of its contract for development services to be provided by the Company, (ii) May 5, 1999, unless HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Continued) MethylGene exercises its option to continue contracting for development services provided by the Company, or (iii) May 5, 2000. As additional consideration for this non-exclusive right, MethylGene is required to pay the Company certain milestone and royalty amounts, as defined, and transfer 300,000 shares of MethylGene's class B shares to the Company. The Company has placed no value on these shares. (11) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION The accompanying consolidated financial statements include the following information:
CUMULATIVE FROM MAY 25,1989 SIX MONTHS ENDED (INCEPTION) JUNE 30, TO JUNE 30, 1998 1997 1998 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: Issuance of Series A convertible preferred stock in $ 51,061,850 $ - $ 51,061,850 exchange for conversion of 9% convertible subordinated notes payable and accrued interest Issuance of common stock in exchange for conversion of $ 4,800,000 $ - $ 4,800,000 convertible subordinated notes payable Issuance of common stock in exchange for conversion of $ 6,434,308 $ - $ 6,434,308 accounts payable, capital lease obligations and accrued interest Issuance of common stock for services rendered $ 1,195,398 $ - $ 1,342,272
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is engaged in the discovery and development of genetic medicines based on antisense technology. The Company commenced operations in February 1990 and since that time has been engaged primarily in research and development efforts, development of its manufacturing capabilities and organizational efforts, including recruitment of scientific and management personnel, and raising capital. To date, the Company has not received revenue from the sale of biopharmaceutical products developed by it. In order to commercialize its own products, the Company will need to address a number of technological challenges and comply with comprehensive regulatory requirements. Accordingly, it is not possible to predict the amount of funds that will be required or the length of time that will pass before the Company receives revenues from sales of any of these products. All revenues received by the Company to date have been derived from collaborative agreements, interest on invested funds and revenues from the custom contract manufacturing of synthetic DNA and reagent products by the Hybridon Specialty Products ("HSP") Division. The Company has incurred cumulative losses from inception through June 30, 1998 of approximately $225.7 million. The Company implemented a restructuring plan in the second half of 1997 which will significantly reduce the Company's operating expenses and cost requirements in 1998 from 1997 levels. However, the Company expects that its research and development expenses will continue to be significant in 1998 and future years as it pursues its core drug development programs and expects to continue to incur operating losses and have significant capital requirements that it will not be able to satisfy with internally generated funds. The Company continues to explore opportunities to reduce operating expenses in an effort to conserve its cash resources. The number of employees has continued to decline, through attrition, resulting in a total of 50 full time employees as of August 10, 1998. In connection with the ongoing restructuring, the Company completed the relocation of its corporate headquarters to Milford, Massachusetts, the site of the Company's HSP Division. See "Liquidity and Capital Resources." This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects", "intends", "may", and other similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include the matters set forth under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Factors that May Affect Future Results" in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 10-K") which information is incorporated herein by reference. RESULTS OF OPERATIONS The Company had total revenues of $1,376,000 and $1,415,000 in the three months ended June 30, 1998 and 1997, respectively, and $2,369,000 and $2,475,000 in the six months ended June 30, 1998 and 1997, respectively. Revenues from research and development collaborations were $650,000 and $186,000 for the three months ended June 30, 1998 and 1997, respectively, and $800,000 and $780,000 for the six months ended June 30, 1998 and 1997, respectively. Revenues for the three months ended June 30, 1998 increased primarily due to the Company receiving certain payments under its License Agreement with MethylGene, Inc., an entity in which the Company has an over 30% interest. Despite the increase in revenues for the full six months ended June 30, 1998, primarily as a result of the MethylGene payments, revenues for the full six months ended June 30, 1998 and 1997 were approximately the same due to the cancellation of the Roche collaboration in the first quarter of 1997. Product revenue from HSP was $682,000 and $728,000 for the three months ended June 30, 1998 and 1997, respectively. The decrease was primarily due to the mix of products sold during the periods. Product revenue was $1,507,000 and $1,076,000 for the six months ended June 30, 1998 and 1997, respectively. The increase was a result of an expansion in the customer base and increasing sales to existing customers. Interest income was $45,000 and $487,000 for the three months ended June 30, 1998 and 1997, respectively, and $62,000 and $604,000 for the six months ended June 30, 1998 and 1997, respectively. The decrease in interest income is attributable to the decrease in cash and investments held by the Company in 1998 as compared to 1997. The Company had research and development expenses of $5,577,000 and $14,969,000 for the three months ended June 30, 1998 and 1997, respectively, and $11,980,000 and $26,446,000 for the six months ended June 30, 1998 and 1997, respectively. The decrease in research and development expenses in 1998 reflects the Company's restructuring commenced during the second half of 1997. The restructuring included the discontinuation of operations at the Company's facilities in Europe, termination of the clinical development of GEM 91 and the reduction or suspension of selected programs unrelated to the Company's core advanced chemistry antisense drug development program, including the termination of its ribozyme program. The restructuring resulted in significant reductions in employee-related expenses, clinical and outside testing, consulting, materials and lab expenses. The Company's facility costs in 1998 were also reduced by the income received from subleasing its unutilized facilities. The Company had general and administrative expenses of $2,049,000 and $2,524,000 for the three months ended June 30, 1998 and 1997, respectively, and $3,714,000 and $5,954,000 for the six months ended June 30, 1998 and 1997, respectively. The decrease in general and administrative expenses in 1998 resulted primarily from the Company's restructuring program initiated during the second half of 1997 and its effect on employee-related expenses, consulting and net facilities costs. The Company had interest expense of $977,000 and $1,447,000 for the three months ended June 30, 1998 and 1997, respectively, and $2,584,000 and $1,618,000 for the six months ended June 30, 1998 and 1997, respectively. The decrease in interest expense for the three months ended June 30, 1998 is mainly attributable to the conversion of approximately $48.7 million of the 9% Convertible Subordinated Notes ("the 9% Notes"), issued in the second quarter of 1997, to Series A Convertible Preferred Stock on May 5, 1998. The increase in interest expense for the six months ended June 30, 1998 is mainly attributable to the first quarter's interest expense of the 9% Notes which were originally issued in April 1997. As a result of the above factors, the Company incurred losses from operations of $7,226,000 and $17,525,000 for the three months ended June 30, 1998 and 1997, respectively, and $15,909,000 and $31,543,000 for the six months ended June 30, 1998 and 1997, respectively. The Company had extraordinary income of $8,877,000 for the three and six months ended June 30, 1998 resulting from the conversion of the 9% Notes to Series A Convertible Preferred Stock. See "Item 1 - Financial Statements -- Notes to Consolidated Condensed Financial Statements" for a discussion of the Company's extraordinary income. As a result of this transaction, the Company recorded a net income after extraordinary income of $1,650,000 for the three months ended June 30, 1998 and reduced its net loss to $7,032,000 for the six months ended June 30, 1998. LIQUIDITY AND CAPITAL RESOURCES During the six months ended June 30, 1998, the Company's net cash used in operating activities amounted to $12,914,000. The Company's operating cash requirements were funded primarily through the utilization of existing cash, proceeds from the Company's private placement described in Item 2 of Part II of this Quarterly Report on Form 10-Q and in Note 1 to the Consolidated Condensed Financial Statements in Item 1 hereof and the sale of excess equipment. In addition, a portion of the Company's restricted cash was utilized to reduce the related debt and capital lease obligations. Based on its current operating plan (which includes the sale of its interest in its former Cambridge headquarters (the "Cambridge Headquarters Facility"), and certain sales of equipment and furniture (collectively, the "Sales")), the Company believes that its existing capital resources, together with committed collaborative research and development payments from G.D. Searle & Co., certain research and development funding expected to be received from MethylGene, Inc., anticipated sales by the Company's HSP Division and anticipated margins on such sales, and the anticipated net proceeds of the Sales, will be adequate to fund the Company's capital requirements through 1998. The operating plan is based, in part, on the assumption that the Company will be relieved of its obligations under its lease for the Cambridge Headquarters Facility and that the Company will receive funds from the sale of its limited partnership interest (the "Limited Partnership Interest") in Charles River Building Limited Partnership, the entity which owns the Cambridge Headquarters Facility (the "Cambridge Landlord"), by the end of September 1998. The Cambridge Landlord is in the process of both re-leasing the Cambridge Headquarters Facility to a third party and selling the Cambridge Headquarters Facility and has advised the Company that it expects to complete such transactions by such date. The Company has the right at any time prior to February 2000 to require the other limited partners in the Cambridge Landlord to purchase its Limited Partnership Interest. In April 1998, the Company exercised this right and anticipates receiving approximately $4,000,000 from such sale, which it expects will be funded from the Cambridge Landlord's sale of the Cambridge Headquarters Facility. In addition, the Company expects to receive its security deposit of approximately $1,700,000 from the Cambridge Landlord. There can be no assurance as to the timing of such receipt, although the Company has been informed that it should receive such funds by September 1998. The Company and Silicon Valley Bank have agreed in principle to amend their credit agreement as follows: (i) the minimum liquidity and minimum tangible net worth covenants will not be tested until the earlier of (x) September 30, 1998 and (y) the date of the Company's receipt of the sale proceeds of the Limited Partnership Interest (the "Proceeds"); (ii) the minimum liquidity covenant will be revised, including the removal of the $8,000,000 testing threshold, and (iii) the Company will prepay $1,592,386 of the loan upon execution of the definitive agreement and will prepay an additional $750,000 upon receipt of the Proceeds. The Company expects to enter into such definitive agreement in the near future. The Company will be required to raise substantial additional funds through external sources, including through collaborative relationships and public or private financings, to support its operations and except for research and development funding from Searle (which is subject to early termination in certain circumstances), certain research and development funding expected to be received from MethylGene, Inc., and sale of DNA products and reagents manuyfactured on a custom contract basis by the HSP Division, Hybridon has no current external sources of capital, and, as discussed above, expects no product revenues for at least several years from sales of products that it is developing. No assurance can be given that additional funds will be available to fund the Company's operations in future years, or, if available, that such funds will be available on acceptable terms. If additional funds are raised by issuing equity securities, further dilution to then existing stockholders will result. Additionally, the terms of any such additional financing may adversely affect the holdings or rights of then existing stockholders. If adequate funds are not available, the Company may be required to further curtail significantly one or more of its core drug development programs, obtain funds through arrangements with collaborative partners or others that may require the Company to relinquish rights to certain of its technologies, product candidates or products which the Company would otherwise pursue on its own or terminate operations. The Company's future capital requirements will depend on many factors, including continued scientific progress in its research, drug discovery and development programs, the magnitude of these programs, progress with preclinical and clinical trials, sales of DNA products and reagents to third parties by the HSP Division and the margins on such sales, the time and costs involved in obtaining regulatory approvals, the costs involved in filing, prosecuting and enforcing patent claims, competing technological and market developments, the ability of the Company to establish and maintain collaborative academic and commercial research, development and marketing relationships, the ability of the Company to obtain third-party financing for leasehold improvements and other capital expenditures and the costs of manufacturing scale-up and commercialization activities and arrangements. HYBRIDON, INC. PART II OTHER INFORMATION ------- ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - - ------- ----------------------------------------- During the quarter ended June 30, 1998, the Company issued and sold the following securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"): I. Unregistered Offerings Pursuant to Section 4(2) Under the Securities Act The securities issued in each of the following transactions were offered and sold in reliance upon the exemption from registration under Section 4(2) of the Securities Act, relating to sales by an issuer not involving a public offering. The securities issued in each of the following transactions were offered and sold solely to persons who were "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act. (1) On May 5, 1998, the Company accepted $48,694,000 principal amount of its 9% Convertible Subordinated Notes Due 2004 (the "9% Notes") tendered to the Company in exchange for 510,505 shares of series A preferred stock (the "Series A Preferred Stock") and warrants (the "Class A Warrants") to purchase 3,002,958 shares of common stock, par value $.001 per share (the "Common Stock"), of the Company (the "Exchange Offer"). As a result of the Exchange Offer, there is $1,306,000 in principal amount of the 9% Notes outstanding. Pursuant to the Exchange Offer, which commenced on February 6, 1998, all tendering Noteholders received per $1,000 principal amount of the 9% Notes (including accrued but unpaid interest on the 9% Notes) (i) 10 shares of Series A Preferred Stock and (ii) Class A Warrants to purchase such number of shares of Common Stock equal to 25% of the number of shares of the Company's Common Stock into which the Series A Preferred Stock issued to such Noteholder pursuant to the Exchange Offer would be convertible. The Series A Preferred Stock ranks, as to dividends and liquidation preference, senior to the Company's Common Stock. The Series A Preferred Stock issued in this Exchange Offer and in the Preferred Stock Offering, as defined below, will be convertible into an aggregate of 14,700,941 shares of Common Stock, subject to adjustment, beginning May 5, 1999. The Class A Warrants will be exercisable commencing on May 5, 1999 for a period of four years thereafter at $4.25 per share of Common Stock, subject to adjustment. The Class A Warrants are not subject to redemption at the option of the Company under any circumstances. 1 The Exchange Offer was undertaken by the Company as part of the Company's new business plan contemplating a restructuring of its capital structure to reduce debt service obligations, a significant reduction in its burn rate and an infusion of additional equity capital. (2) On May 5, 1998, the Company closed a private placement (the "Preferred Stock Offering") of (i) 114,285 shares of Series A Preferred Stock, which sold at $70 per share, and (ii) class D warrants (the "Class D Warrants") to purchase 672,273 shares of the Company's Common Stock, subject to adjustment, for an aggregate amount of approximately $8 million. The Class D Warrants will be exercisable commencing on May 5, 1999 until May 4, 2003 at $2.40 per share of Common Stock, subject to adjustment. The Company retained Forum Capital Markets, LLC ("Forum") as a placement agent of the Company in connection with the Preferred Stock Offering in the United States. As of the date hereof, Forum has received as compensation for its services as placement agent with regard to the Preferred Stock Offering and its assistance with the Exchange Offer, 597,699 shares of Common Stock and warrants to purchase 609,195 shares of Common Stock exercisable at $2.40 per share, in each case subject to adjustment, until May 4, 2003. In addition, in consideration of the agreements made by Forum consenting to the Company's 1998 private placements described below and waiving certain obligations of the Company to Forum, the Company agreed to amend Forum's warrant dated as of April 2, 1997, to purchase up to 71,301 shares of Common Stock of the Company so that the exercise price will be equal to $4.25 per share, and the number of shares of Common Stock purchasable upon exercise thereof will be increased to 588,235, in each case subject to adjustment; provided, however, that such warrant will also be amended to provide that such warrant may not be exercised until May 5, 1999 and the transactions contemplated by such private placements and by the Exchange Offer will not trigger any anti-dilution adjustments to the exercise price thereof or the number of shares of Common Stock subject thereto. The net proceeds to the Company from the Preferred Stock Offering are presently intended to be used for general corporate purposes, primarily research and product development activities, including costs of preparing investigational new drug applications and conducting preclinical studies and clinical trials, the payment of payroll and other accounts payable and for debt service required under the Company's debt obligations. The amounts actually expended by the Company and the purposes of such expenditures may vary significantly depending upon numerous factors, including the progress of the Company's research, drug discovery and development programs, the results of preclinical studies and clinical trials, the timing of regulatory approvals, sales of DNA products and reagents to third parties manufactured on a custom contract basis by the Hybridon Specialty Products Division and margins on such sales, technological advances, determinations as to the commercial potential of the Company's compounds and the status of competitive products. In addition, expenditures will also depend upon the establishment of collaborative research arrangements with other companies, the availability of other financing and other factors. Under certain circumstances, the Company may be required to use net proceeds to repay indebtedness under its credit agreement with Silicon Valley Bank (the "Silicon Valley Bank Credit Facility"). 2 (3) On May 5, 1998, the Company closed a private placement of units (the "Unit Offering") consisting of (i) 2,754,654 shares of Common Stock, and (ii) class C warrants (the "Class C Warrants") to purchase 788,649 shares of Common Stock, subject to adjustment, which securities were issued in consideration of the cancellation or reduction of accounts payable, capital lease and other obligations aggregating $5,509,308. The Class C Warrants are exercisable at $2.40 per share, subject to adjustment from time to time, until May 4, 2003. The Common Stock issued pursuant to the Unit Offering and the Common Stock underlying the Class C Warrants are subject to a "lock-up" period ending on May 5, 1999, except to the extent such securities are sold or transferred pursuant to a Registration Statement. After the Company files a Registration Statement under the Securities Act, 75% of each holder's Units and the underlying securities will be subject to an additional "lock-up" for the first three months following the effective date of the Registration Statement (the "Effective Date"); thereafter, 50% of such securities will be subject to an additional "lock-up" until six months following the Effective Date; and the remaining 25% of such securities will be "locked-up" until nine months following the Effective Date. (4) On May 5, 1998, the Company sold to Dr. Paul Zamecnik 100,000 shares of Common Stock and Class C Warrants to purchase 25,000 shares of Common Stock, subject to adjustment, for a purchase price of $200,000. The net proceeds of this offering were used to reduce accounts payable, capital lease and other obligations. (5) On May 5, 1998, the Company issued to certain suppliers a total of 362,500 shares of Common Stock and Class C Warrants to purchase a total of 90,625 shares of Common Stock. These issuances were in consideration of (i) payment to the Company of a total of $362.50, the par value of all such issued Common Stock, and (ii) the subsequent furnishing of specified services to the Company by each supplier. The extent to which the suppliers have completed performing the specified services varies. The Common Stock issued to Dr. Paul Zamecnik and to the certain suppliers and the Common Stock underlying the Class C Warrants issued to such persons are subject to a "lock-up" period ending on May 5, 1999, except to the extent such securities are sold or transferred pursuant to a Registration Statement. After the Company files a Registration Statement under the Securities Act, 75% of each holder's Units and the underlying securities will be subject to an additional "lock-up" for the first three months following the Effective Date; thereafter, 50% of such securities will be subject to an additional "lock-up" until six months following the Effective Date; and the remaining 25% of such securities will be "locked-up" until nine months following the Effective Date. 3 II. Unregistered Offerings Pursuant to Regulation S Under the Securities Act The securities issued by the Company in the each of the following transactions were offered and sold in reliance upon an exemption from registration under Regulation S promulgated under the Securities Act, relating to sales by an issuer in offshore transactions (the "Offshore Offerings"). The securities issued in each of the following Offshore Offerings were offered and sold solely to persons who were "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act. (1) On January 15, 1998, the Company commenced a private placement of units (the "Units"), each Unit consisting of 14% Convertible Subordinated Notes Due 2007 (the "14% Notes") and warrants (the "Equity Warrants") to purchase shares of the Company's Common Stock (the "14% Note Offering"). The 14% Notes were subject to both mandatory and optional conversion into shares of series B preferred stock, under certain circumstances which, in turn, were convertible into Common Stock (the "Series B Preferred Stock"). On January 23, 1998, as part of the 14% Note Offering, the Company sold $2,230,000 in principal amount of 14% Notes and Equity Warrants. On February 9, 1998, as part of the 14% Note Offering, the Company sold $2,384,000 in principal amount of 14% Notes and Equity Warrants. On March 27, 1998, as part of the 14% Note Offering, the Company sold $200,000 in principal amount of 14% Notes and Equity Warrants. On April 21, 1998, as part of the 14% Note Offering, the Company sold $300,000 in principal amount of 14% Notes and Equity Warrants. On April 24, 1998, as part of the 14% Note Offering, the Company sold $1,020,000 in principal amount of 14% Notes and Equity Warrants. In each of the above closings, the 14% Notes were issued at face value. (2) On May 5, 1998, the Company closed a private placement of 3,223,000 shares of Common Stock and class B warrants (the "Class B Warrants") to purchase 805,750 shares of the Company's Common Stock, subject to adjustment, for aggregate gross proceeds of $6,446,000. The Class B Warrants are exercisable for a period of five years at $2.40 per share of Common Stock, subject to adjustment from time to time. The Common Stock issued in such private placement and the Common Stock underlying the Class B Warrants issued in such private placement are subject to a "lock-up" for a period ending on May 5, 1999, except to the extent such securities are sold or transferred pursuant to a Registration Statement filed by the Company under the Securities Act. After the Company files a Registration Statement under the Securities Act, 75% of each holder's Common Stock, including the Common Stock underlying the Class B Warrants, will 4 be subject to an additional "lock-up" for the first three months following the Effective Date; thereafter, 50% of such securities will be subject to an additional "lock-up" until six months following the Effective Date; and the remaining 25% of such securities will be "locked-up" until nine months following the Effective Date. (3) The Company has exchanged all of the 14% Notes issued, including any right to interest thereon, and all Equity Warrants issued together with the 14% Notes, for 3,157,322 shares of Common Stock and Class B Warrants to purchase 947,195 shares of Common Stock. The Company has retained Pillar Investments, Ltd. ("Pillar Investments") as a placement agent of the Company in connection with the private placements of securities of the Company in the Offshore Offerings. Pillar Investments is entitled to receive fees consisting of (i) 9% of the gross proceeds of each Offshore Offering, (ii) a non-accountable expense allowance equal to 4% of such gross proceeds, (iii) the right to purchase, for nominal consideration, warrants to purchase 473,598 shares of Common Stock, at an exercise price of $2.40 per share, (iv) the right to purchase, for nominal consideration, warrants to purchase such number of shares of the Common Stock of the Company equal to 10% of the aggregate number of shares of Common Stock sold by the Company for which Pillar Investments acts as placement agent, exercisable at 120% of the relevant Common Stock offering price, for a period of five years (resulting, as of the date hereof, in the right to receive warrants to purchase 638,032 shares at $2.40 per share, subject to adjustment), and (v) a consulting/restructuring fee of $960,000 payable in Common Stock of the Company valued at the market price and payable in three equal installments as net proceeds of $25,000,000, $30,000,000 and $35,000,000 are received in the aggregate from private placements effected by the Company in 1998 to the extent contemplated by the Consent dated as of January 12, 1998 given by certain 9% Noteholders of the Company, or otherwise to the extent contemplated by the Placement Agency Agreement between the Company and Pillar Investments. subject to the Company's receipt of a fairness opinion with regard thereto, provided, however, that in no event shall Pillar Investments be permitted to receive compensation in excess of the level which was approved by the holders of the 9% Notes. Through the date hereof, Pillar Investments has received $1,635,400 in cash pursuant to these arrangements. The Company and Pillar Investments have entered into an advisory agreement pursuant to which Pillar Investments acts as the Company's non-exclusive financial advisor, which agreement provides that an affiliate of Pillar Investments receive a monthly retainer of $5,000 (with a minimum engagement of 24 months beginning on May 5, 1998), and further provides that Pillar Investments is entitled to receive (i) out-of-pocket expenses, (ii) subject to the Company's receipt of a fairness opinion with respect thereto, 300,000 shares of Common Stock in connection with Pillar Investments' efforts in assisting the Company in restructuring its balance sheet, and (iii) certain cash and equity success fees in the event Pillar Investments assists the Company in connection with certain financial and strategic transactions. The net proceeds to the Company from the Offshore Offerings are presently intended to be used for general corporate purposes, primarily research and product development activities, including costs of preparing investigational new drug applications and 5 conducting preclinical studies and clinical trials, the payment of payroll and other accounts payable and for debt service required under the Company's debt obligations. The amounts actually expended by the Company and the purposes of such expenditures may vary significantly depending upon numerous factors, including the progress of the Company's research, drug discovery and development programs, the results of preclinical studies and clinical trials, the timing of regulatory approvals, sales of DNA products and reagents to third parties manufactured on a custom contract basis by the Hybridon Specialty Products Division and margins on such sales, technological advances, determinations as to the commercial potential of the Company's compounds and the status of competitive products. In addition, expenditures will also depend upon the establishment of collaborative research arrangements with other companies, the availability of other financing and other factors. Under certain circumstances, the Company may be required to use net proceeds to repay indebtedness under the Silicon Valley Bank Credit Facility. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - - ------- --------------------------------------------------- At the Company's Annual Meeting of Stockholders held on June 15, 1998, the stockholders re-elected the following three individuals as Class III Directors to hold office until the 2001 Annual Meeting of Stockholders: For Against Abstain --- ------- ------- Dr. Sudhir Agrawal 7,944,840 203,844 0 Youssef El-Zein 7,942,216 206,468 0 E. Andrews Grinstead 7,937,748 210,936 0 The term of office as a Director for each of the following individuals continued after the meeting: Nasser Menhall Mohamed A. El-Kheriji Dr. James B. Wyngaarden Dr. Paul C. Zamecnik Pursuant to the Company's offer to exchange its 9% Convertible Subordinated Notes due 2004 (the "9% Notes") for Series A Preferred Stock and warrants, exchanging holders of the 9% Notes had the right to designate one person for nomination to the Company's Board of Directors. The exchanging holder of the 9% Notes selected Arthur W. Berry as their nominee and Mr. Berry was appointed as a Class I Director. Harold L. Purkey was also appointed as a Class I Director. The stockholders also approved a proposal to amend the Company's 1997 Stock Incentive Plan. The holders of 6,422,087 shares of Common Stock voted for the proposal, the holders of 239,056 shares of Common Stock voted against the proposal, the holders of 21,209 shares of Common Stock abstained from voting and the holders of 1,466,332 shares of Common Stock were broker non-votes. 6 Finally, the stockholders ratified the selection of Arthur Andersen LLP as the independent public accountants to audit the Company's consolidated financial statements. The holders of 8,137,125 shares of Common Stock voted for the ratification, the holders of 7,379 shares of Common Stock voted against and the holders of 4,180 abstained from voting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - ------- -------------------------------- (a) Exhibits 27 Financial Data Schedule (EDGAR) 99.1 Second Amendment to Loan and Security Agreement between Hybridon, Inc. and Silicon Valley Bank. 99.2 Financial Advisory Agreement between Hybridon, Inc. and Pillar Investments, Ltd. 99.3 Placement Agency Agreement between Hybridon, Inc. and Pillar Investments, Ltd. (b) The following Current Reports on Form 8-K were filed during the quarter ended June 30, 1998: 1. On April 9, 1998, the Company filed a Current Report on Form 8-K dated April 9, 1998 reporting the closing on March 27, 1998 of $200,000 of Offering Notes and Warrants pursuant to the terms of the Overseas Offering. 2. On April 27, 1998, the Company filed a Current Report on Form 8-K dated April 27, 1998, reporting the closing on April 21, 1998 of $300,000 of Offering Notes and Warrants pursuant to the terms of the Overseas Offering. 3. On April 28, 1998, the Company filed a Current Report on Form 8-K dated April 28, 1998, reporting the closing on April 24, 1998 of $1,020,000 of Offering Notes and Warrants pursuant to the terms of the Overseas Offering. 4. On May 8, 1998, the Company filed a Current Report on Form 8-K dated May 8, 1998, reporting, inter alia, the closing on May 5, 1998 of approximately 6.6 million shares of Common Stock and approximately 114,300 shares of Series A Convertible Preferred Stock and that approximately $48.6 million principal amount of its 9% Notes were tendered to the Company to be exchanged for Series A Preferred Stock. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HYBRIDON, INC. August 14, 1998 /s/ E. Andrews Grinstead III - - --------------- ---------------------------- Date E. Andrews Grinstead, III Chairman, President and Chief Executive Officer (Principal Executive Officer) August 14, 1998 /s/ Robert G Andersen - - --------------- --------------------- Date Robert G. Andersen Treasurer (Principal Accounting and Financial Officer) 8 HYBRIDON, INC. EXHIBIT INDEX ------- 27 Financial Data Schedule (EDGAR) 99.1 Second Amendment to Loan and Security Agreement between Hybridon, Inc. and Silicon Valley Bank. 99.2 Financial Advisory Agreement between Hybridon, Inc. and Pillar Investments, Ltd. 99.3 Placement Agency Agreement between Hybridon, Inc. and Pillar Investments, Ltd. 9
 


5 HYBRIDON, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 5,518,682 0 264,122 0 0 12,116,480 25,702,326 13,199,366 28,106,665 13,706,877 1,896,431 15,255 0 6,248 (12,481,854) 28,106,665 1,506,689 2,369,051 0 15,693,700 0 0 2,583,963 (15,908,612) 0 (15,908,612) 0 8,876,685 0 (7,031,927) (.86) (.86)

                                                                    EXHIBIT 99.1


                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
                                     BETWEEN
                                 HYBRIDON, INC.
                                       AND
                               SILICON VALLEY BANK


         This Second  Amendment is made,  effective as of the 30th day of April,
1998 to that certain  Loan and  Security  Agreement  between  Hybridon,  Inc., a
Delaware  corporation  with a principal place of business at 620 Memorial Drive,
Cambridge,  Massachusetts  (the "Borrower") and Silicon Valley Bank (the "Bank")
dated  as  of  December  31,  1996,  as  amended  by  consent  letter  agreement
(the"Consent  Letter") dated January 15, 1998 and by First Amendment to Loan and
Security  Agreement  dated March 30, 1998 (the "First  Amendment).  The Loan and
Security  Agreement  as so  amended  is  hereinafter  referred  to as the  "Loan
Agreement".  Capitalized  terms used,  but not defined in this Second  Amendment
shall have the meanings  ascribed to them in the Loan  Agreement  and  ancillary
documents,  instruments and agreements, and ancillary documents, instruments and
agreements,  or if not so defined,  shall have the meanings  ascribed to them in
the Uniform  Commercial Code, or in the case of financial and accounting  terms,
in accordance with generally accepted accounting principles.


                                    RECITALS

         Pursuant  to the Loan  Agreement  and on the terms and  conditions  set
forth  therein,  on December 31, 1996,  the Bank made a secured term loan to the
Borrower in the original  face amount of $7,500,000  (the "Loan").  The Borrower
advised the Bank of its planned  offering of Units of investment in the Borrower
in January, 1998 (the "Original  Offering"),  which was consented to by the Bank
pursuant  to the  Consent  Letter  and which  was  subsequently  amended  by the
Borrower  and  consented  to by the Bank in March,  1998  pursuant  to the First
Amendment.  The term  "Offering" as used in this Second  Amendment shall include
the Amended Offering or any other equity offering or corporate collaboration not
involving  indebtedness  of the  Borrower.  In  connection  with the May 5, 1998
closing  of the  Offering  (the  "date of the  closing  of the  Offering"),  the
Borrower  has  requested  that the Bank defer the  application  of, or amend the
application of, certain covenants contained in the Loan Agreement and in certain
other documents, instruments and agreements executed and delivered in connection
with the Loan Agreement.

         The Bank is willing to consent  to the  further  amendment  of the Loan
Agreement to  accommodate  the Offering,  but only upon the terms and conditions
set forth in this Second Amendment.







                                    AGREEMENT

         In  consideration  of  the  foregoing,  and  of  the  undertakings  and
obligations of the Borrower and the Bank set forth herein and for other good and
valuable   consideration,   receipt   and   sufficiency   of  which  are  hereby
acknowledged, the Borrower and Bank agree as follows:

     1.   The Borrower  confirms that the  outstanding  balance of principal and
          interest  on the Loan as of April 30, 1998 is as set forth in Schedule
          1 hereto, and that the Borrower has no defense,  claim or offset which
          would preclude full payment of such amount.

     2.   The Borrower  ratifies and confirms:  (i) its  Obligations to the Bank
          under  the  Loan  Agreement,  as  amended  hereby,  (ii)  all  of  the
          representations  and  warranties  made  by it in the  Loan  Agreement,
          except as  expressly  disclosed  to the Bank,  and (iii) that it is in
          compliance  with the  covenants and  agreements  contained in the Loan
          Agreement  except for its  failure  to  maintain  compliance  with the
          covenants waived in the First Amendment, and except for its failure to
          comply with Section 6.10(c) of the Loan Agreement,  to the extent that
          such  failure is  nevertheless  in  compliance  with the  Intellectual
          Property Security Agreement (the "IP Security Agreement") delivered by
          the Borrower in  connection  with the Consent  Letter (it being agreed
          that the provisions of Section  6.10(c) shall be deemed  superseded by
          the analogous provisions of the IP Security Agreement).

     3.   The Borrower  shall on or before the earlier of: (i) May 15, 1998,  or
          (ii) the date of closing of the Offering,  pay to the Bank in good and
          immediately  collectible  funds the sum of Three  Hundred  Twenty-Five
          Thousand ($325,000) Dollars which had been advanced to the Borrower by
          the Bank on or about April 10, 1998.

     4.   The Bank and the Borrower  agree that the Tangible Net Worth  covenant
          established in Section 6.8 of the Loan Agreement  shall be next tested
          by the Bank as of the earlier of: (i) May 15,  1998,  or (ii) the date
          of the closing of the  Offering  (and  compliance  therewith  shall be
          deemed  waived  or  satisfied  for all prior  periods),  and that such
          Tangible Net Worth covenant shall  thereafter be tested as of the last
          day of each fiscal quarter commencing with the quarter ending June 30,
          1998.

     5.   Section  6.9 of the  Loan  Agreement  is  hereby  amended  to  read as
          follows,  effective  April 30, 1998,  and the first test date for such
          covenant  shall be the earlier of: (i) May 15, 1998,  or (ii) the date
          of the closing of the  Offering  (and  compliance  therewith  shall be
          deemed waived or satisfied for all prior periods):


                                      - 2 -





          "6.9. Minimum Liquidity.  Borrower shall either (i) maintain as of the
          fifteenth  of  each  month  (or as of  the  next  business  day if the
          fifteenth  is not a business  day) and as of the last  business day of
          each month, Minimum Liquidity of Eight Million  ($8,000,000)  Dollars,
          or (ii) make the  payments  required  by this  Section  6.9.  "Minimum
          Liquidity"   means  the  sum  of  (i)   Borrower's   book  balance  of
          unencumbered   cash   (including   cash   equivalents  and  marketable
          securities,  but  exclusive  of the CRLP  Withold),  plus  (ii) 50% of
          Borrower's Accounts  Receivable.  Cash encumbered solely by the Bank's
          personal   property  security  interest  shall  be  considered  to  be
          "unencumbered  cash" for  purposes  of this  covenant.  If  Borrower's
          Minimum Liquidity is less than Eight Million  ($8,000,000)  Dollars as
          of any test date,  the Borrower shall pay to the Bank as an additional
          principal   payment  on  the  Committed  Term  Facility  in  good  and
          immediately  collectible  funds an amount equal to  thirty-five  (35%)
          percent  of  the  then  outstanding  balance  of  the  Committed  Term
          Facility;  if Borrower's  Minimum  Liquidity is less than Four Million
          ($4,000,000)  Dollars as of any test date,  the Borrower  shall pay to
          the Bank as a principal payment on the Committed Term Facility in good
          and  immediately  collectible  funds an  amount  equal to one  hundred
          (100%) percent of the then  outstanding  balance of the Committed Term
          Facility.  Such payment  shall be made on the next  business day after
          the applicable Minimum Liquidity Covenant test date."

     6.   The Borrower further  acknowledges  that all reasonable  out-of-pocket
          costs  and  expenses  of the  Bank  in  connection  with  negotiation,
          documentation and  administration of this Second Amendment,  including
          reasonable fees of attorneys  engaged to represent the Bank,  shall be
          borne by the Borrower.

     7.   The Borrower  acknowledges  and  confirms  that to the extent that the
          Borrower  may have any claims,  offsets,  counterclaims,  or defenses,
          asserted or unasserted, the Borrower, for itself, and on behalf of its
          successors,   assigns,  parents,  subsidiaries,   agents,  affiliates,
          predecessors,  employees, officers, directors, executors and heirs, as
          applicable  (collectively,  the  "Borrower  Affiliates")  releases and
          forever discharges the Bank, its subsidiaries,  affiliates, employees,
          officers,  directors, agents, successors and assigns, both present and
          former  (collectively,  the "Bank Affiliates") of and from any and all
          manner  of  claims,  offsets,  counterclaims,   defenses,  action  and
          actions,  cause and causes of  action,  suits,  debts,  controversies,
          damages,  judgments,  executions, and demands whatsoever,  asserted or
          unasserted,  in law or in equity,  which  against  the Bank and/or the
          Bank  Affiliates,  they or the  Borrower  Affiliates  ever  had to and
          including  the date  hereof,  upon or by reason of any matter,  cause,
          causes or thing whatsoever,  in connection with the Loan and/or any of
          the  transactions   and  matters  related  thereto,   except  for  the
          obligations of the Bank in such documents,  instruments and agreements
          to be performed after the date of this Second Amendment.  The Borrower
          shall  indemnify,  defend and hold the Bank  harmless  of and from any
          claim  brought or  threatened  against the Bank by the Borrower or any
          other person (as well as

                                           - 3 -





          from attorneys' fees and expenses in connection  therewith) on account
          of the Loan Agreement,  the Note, the Consent Letter, the Intellectual
          Property   Security   Agreement,   Pledge   Agreement,   Intercreditor
          Agreement,  the First Amendment,  this Second Amendment, and any other
          document,  instrument or agreement  given in connection  with the Loan
          and any of the transactions and matters related thereto (each of which
          may be  defended,  compromised,  settled  or  pursued by the Bank with
          counsel of the Bank's election reasonably  acceptable to the Borrower,
          but at the expense of the Borrower),  except in the case of the Bank's
          failure to comply with its  obligations  hereunder or thereunder,  its
          gross negligence or willful misconduct.

     8.   To the extent possible, this Second Amendment shall be construed to be
          consistent with the provisions of the Loan Agreement;  however, to the
          extent that the provisions of this Second Amendment expressly conflict
          with  or  contradict  the  provisions  of  the  Loan  Agreement,   the
          provisions of this Second Amendment shall be deemed to control.

     9.   This Second  Amendment  represents  the entire  agreement  between the
          parties with respect to the modifications  contained herein, and shall
          be  construed  in  accordance  with  the laws of the  Commonwealth  of
          Massachusetts as an agreement under seal. The Borrower has voluntarily
          entered into this Second  Amendment  without coercion or duress of any
          kind and has been or has had the opportunity to have been  represented
          by legal counsel of their choosing.

         WITNESS OUR hands and seals on this 19th day of May, 1998, effective as
of April 30, 1998.

                                            HYBRIDON, INC.


                                            By:/s/E. Andrews Grinstead, III
                                               ---------------------------------



                                            SILICON VALLEY BANK


                                            By:/s/Sean Lynden
                                               ---------------------------------

                                      - 4 -








                                  SCHEDULE 1 TO
                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
                                     BETWEEN
                               SILICON VALLEY BANK
                               AND HYBRIDON, INC.


Principal Balance as of April 30, 1998               $5,124,675.22
Interest outstanding at April 30, 1998                   54,755.84


                                      - 5 -



                                   May 5, 1998


Hybridon, Inc.
620 Memorial Drive
Cambridge, MA 02139
ATTN: Mr. E. Andrews Grinstead, III

Dear Sirs:

        1. This is to confirm our understanding that Pillar Investments Ltd. and
its affiliates  and designees  ("Pillar")  have been engaged as a  non-exclusive
financial advisor of Hybridon,  Inc. (the "Company") for a period of twenty-four
(24) months commencing on the date hereof (unless otherwise extended pursuant to
Section 11 hereto) (the  "Term")).  Capitalized  terms not defined  herein shall
have the meaning  ascribed to such terms in the Placement  Agency  Agreement (as
defined  below) or the Offering  Documents (as defined in the  Placement  Agency
Agreement).

        2.  The  Company  will  pay  Pillar a  non-refundable  retainer  fee for
Pillar's services hereunder in an amount equal to five thousand dollars ($5,000)
per month ("Consulting Fee"), for an engagement of twenty-four (24) months, with
this  Consulting  Fee payable on a monthly  basis on the 1st day of the month to
which such payment applies.  The Company hereby consents to Pillar's  assignment
of the Consulting Fee to Pillar's affiliate,  Pillar S.A., and the Company shall
make any Consulting Fee payments directly to Pillar S.A.

        The  Company  also  agrees to pay in cash all  reasonable  out-of-pocket
expenses  incurred  by  Pillar  in  providing  services   hereunder,   including
reasonable fees and disbursements of Pillar's counsel,  such expenses to be paid
within  thirty  (30)  days of  submission  of a bill  or  bills  accompanied  by
reasonably detailed documentation by Pillar from time to time.

        3. Upon the Closing of each  Investment  (as defined  below)  during the
Term or during the  twelve-month  period  following  the  expiration  or earlier
termination  of the  Term,  the  Company  shall pay to Pillar a fee in an amount
equal to nine percent (9%) of the aggregate  dollar value of such Investment and
shall issue to Pillar warrants to purchase an amount of securities  equal to ten
percent (10%) of the securities  sold as part of such  Investment at an exercise
price equal to  one-hundred-ten  percent (110%) of the price of such securities,
exercisable  until seven (7) years from the date of  issuance of such  warrants.
Such warrants will contain a cashless exercise feature,  a provision for payment
of the exercise price by promissory note and  antidilution  provisions.  For the
purposes of this Agreement, an Investment shall mean





any purchase of securities of the Company by an investor first introduced to the
Company  by or  through  Pillar  and that is made  during the Term or during the
twelve-month  period following the expiration of the Term. No compensation shall
be due to Pillar  pursuant to this paragraph 3 for an Investment with respect to
which  Pillar is  entitled to  compensation  pursuant  to the  Placement  Agency
Agreement  between  Pillar and the Company and dated as of January 15, 1998 (the
"Placement  Agency  Agreement" ) and provided  further that if the terms of both
the Placement  Agency  Agreement and this  Agreement  would be applicable to any
particular Investment,  the terms of the Placement Agency Agreement shall govern
and Pillar shall only be entitled to the compensation set forth therein.

        4. (a) Should the  Company  enter into an  agreement  with a party first
introduced  to the  Company by or through  Pillar  during the Term or during the
one-year  period prior to the Term  pursuant to which the Company  consummates a
sale,  merger,  consolidation,  tender offer,  business  combination  or similar
transaction  involving a majority of the business assets or stock of the Company
(a "Sale")  during the Term,  or during the  twelve-month  period  following the
expiration or earlier  termination  of such Term,  then the Company shall pay to
Pillar a cash fee (payable in cash simultaneously with the closing of such Sale)
based on a percentage of the Aggregate  Consideration  (as defined in subsection
(c) below) paid to the Company by the acquiror with respect to each Sale,  which
cash fee shall be equal to the sum of:  (i) five  percent  (5%) of the first $20
million received in Aggregate Consideration;  (ii) two point five percent (2.5%)
of the next $30  million  received  in  Aggregate  Consideration;  and (iii) one
percent  (1%) of all  amounts in excess of $50  million  received  in  Aggregate
Consideration.

               (b) Should the Company enter into an agreement with a party first
introduced  to the  Company by or through  Pillar  during the Term or during the
one-year  period prior to the Term  pursuant to which the Company  consummates a
transaction  wherein  the  Company  acquires  all  or  substantially  all of the
business assets or stock of another entity in which the Company is the surviving
entity (an  "Acquisition")  during the Term, or during the  twelve-month  period
following the expiration or earlier  termination of such Term,  then the Company
shall pay Pillar a cash fee (payable in cash  simultaneously with the closing of
such  Acquisition)  equal to the sum of: (i) five  percent (5%) of the first $20
million received in Aggregate Consideration;  (ii) two point five percent (2.5%)
of the next $30  million  received  in  Aggregate  Consideration;  and (iii) one
percent  (1%) of all  amounts in excess of $50  million  received  in  Aggregate
Consideration.

               (c) For purposes of  calculating  Pillar's fee under this Section
4, the aggregate consideration ("Aggregate  Consideration") paid with respect to
the business, assets or stock in connection with either a Sale or an Acquisition
shall be equal to the total of all cash,  securities and/or other assets paid by
the acquiror or the Company, as applicable,  for such business, assets or stock.
Aggregate  Consideration shall also include:  (i) any commercial bank or similar
indebtedness  which is repaid or for which the  responsibility to pay is assumed
by the acquiror or the Company,  as applicable,  in connection with such  
transaction;  (ii) the amount of the put 


                                        2



payment  required to be paid  pursuant to the terms of  preferred  stock that is
assumed or acquired by the acquiror or the Company,  as applicable  (but only if
such  preferred  stock is both  subject to a put  provision at the option of the
holder and is not  converted  into common  stock upon the  consummation  of such
transaction);  (iii) future  payments for which the acquiror or the Company,  as
applicable,  is  obligated  absolutely  ("Future  Payments");  and  (iv)  future
payments for which the acquiror or the Company, as applicable, is obligated upon
the attainment of milestones or financial results ("Contingent  Payments").  The
fee to be paid to Pillar as a result of Future  Payments or Contingent  Payments
shall be paid upon the  receipt of such  payments by the  Company.  In the event
that a Sale of the  Company or an  Acquisition  by the  Company  is  consummated
through a multiple-step transaction wherein the acquiror is not obligated either
absolutely or upon the  attainment  of  milestones or financial  results to make
future payments to further increase the acquiror's ownership in the Company (the
"Multiple-Step  Payments"),  the  Company  agrees  to pay  Pillar  a fee on such
Multiple-Step  Payments  which shall be  calculated  pursuant to this Section 4.
Such  fee  shall  be  paid  to  Pillar  upon  receipt  by the  Company  of  such
Multiple-Step Payments and shall be in addition to the fee paid to Pillar in the
first step of such transaction.

        5. Should the Company  enter into an  agreement  with an investor  first
introduced  to the  Company by or through  Pillar  during the Term or during the
one-year  period prior to the Term  pursuant to which the Company  consummates a
Strategic  Alliance(s)  (as  defined  below),  during  the  Term or  during  the
twelve-month  period  following the  expiration or earlier  termination  of such
Term,   then  the  Company  shall  pay  Pillar  a  cash  fee  (payable  in  cash
simultaneously  with the closing of such  transaction)  equal to the sum of: (i)
five percent (5%) of the first $20 million received in Aggregate  Consideration;
(ii) two point five percent (2.5%) of the next $30 million received in Aggregate
Consideration;  and  (iii)  one  percent  (1%) of all  amounts  in excess of $50
million received in Aggregate  Consideration by the Company, its shareholders or
employees in each such transaction.  For the purpose of calculating Pillar's fee
under this Section 5, Aggregate Consideration,  for the purposes of this Section
5 only,  shall be  defined  as:  (i) all  payments  made at the  closing of such
transaction  for equity  securities,  equity  security rights or similar rights;
(ii) technology  access fees or similar  up-front  payments,  (iii) other future
payments,  including without limitation,  licensing fees, lump sum payments, and
deferred  technology access fees, to be made to the Company or its employees for
which  the  Strategic  Alliance  partner(s)  or  other  counter-parties  (each a
"Partner") is obligated either absolutely  ("Strategic Future Payments") or upon
the  attainment of milestones or on a percentage  basis  ("Strategic  Contingent
Payments");  (iv)  funding  provided by the Partner  (through  reimbursement  or
otherwise)  relative to research and development,  testing,  clinical trials and
related expenditures  (collectively,  "Research and Development"),  whether such
work is performed,  subcontracted or managed by the Company or the Partner;  and
(v) the repayment or assumption  by the Partner of  obligations  of the Company,
including  indebtedness  for money  borrowed  or amounts  owed by the Company to
inventors  or owners of  technology.  Notwithstanding  anything to the  contrary
contained herein,  it is further  understood that for the purpose of determining
fees payable to Pillar under this Section 5, Aggregate Consideration shall


                                        3



be reduced by (i) royalty  payments,  (ii)  expenses of the Company for Research
and  Development  or otherwise  and which the Partner has agreed to reimburse to
the Company under the written agreement  relating to the applicable  transaction
or  arrangement  ("Written  Agreement"),  and (iii) payments by a Partner to the
Company with respect to full time  equivalents,  as applicable,  under a Written
Agreement. The previous sentence  notwithstanding,  such Aggregate Consideration
shall not be reduced by the amount of any fees due to Pillar hereunder.  The fee
to be paid to Pillar as a result of  Strategic  Future  Payments  and  Strategic
Contingent Payments shall be paid upon the receipt of such payments and shall be
in addition to any fees paid at closing. A "Strategic Alliance" shall be defined
as:  (i) any joint  venture,  partnership,  license  or other  contract  for the
research,  development,  manufacturing,  marketing,  distribution, sale or other
activity  relating to the Company's  present  and/or future  products;  (ii) the
purchase of less than a majority of the business, assets or stock of the Company
by a Partner(s);  (iii) the sale, other than in the ordinary course of business,
of any of the Company's  assets or any rights in respect to its products and /or
technology;  and (iv)  funding  for all or part of the  Company's  research  and
development activities, whether such work is performed or managed by the Company
or the Partner.

        For the purposes of calculating  Pillar's fee,  securities  constituting
part of  Aggregate  Consideration  which are traded on a national or  recognized
foreign securities  exchange or reported on the Nasdaq or the OTC Bulletin Board
shall  be  valued  at the  closing  price  thereof  on  the  last  trading  date
immediately  preceding  the  date of the  consummation  or  closing  of any such
transaction.  Such securities that are traded over-the-counter  without reported
sale prices  shall be valued at the mean between the latest bid and asked prices
on the last trading date  immediately  preceding the  consummation or closing of
any such transaction.

        6. In  connection  with  Pillar's  efforts in  assisting  the Company in
restructuring its balance sheet, Pillar shall be paid a fee of $600,000, payable
in the Common  Stock of the  Company  and valued at the  Common  Stock  Offering
Price.  Such fee shall be contingent upon the Company's receipt of an opinion as
to the fairness to the Company of such  payment  from a financial  point of view
issued by an investment banking firm, appraisal firm or accounting firm, in each
case  of  national  standing.  The  Company,  at its  sole  expense,  shall  use
commercially  reasonable  efforts to secure such opinion as promptly as possible
following the execution of this  Agreement  and shall  coordinate  and cooperate
with and will  furnish  such  information  as is  reasonably  requested  to such
investment  banking firm,  appraisal firm or accounting  firm in connection with
such fairness opinion.

        7. In the event that the Company,  its directors or management  initiate
any  discussions  with a third party in  furtherance  of any Sale,  Acquisition,
Investment or Strategic  Alliance or receive any meaningful inquiry or are aware
of the interest of any third party concerning a Sale, Acquisition, Investment or
Strategic  Alliance which is the subject of this Agreement,  they shall promptly
inform Pillar of the party and its interest.


                                        4




        8. Any financial  advice  rendered by Pillar  pursuant to this Agreement
shall not be disclosed  publicly in any manner  without  Pillar's  prior written
approval,  which shall not be unreasonably withheld, and shall be treated by the
Company as confidential  information.  The Company shall provide Pillar with all
financial  and  other  information  requested  by  Pillar  for the  purposes  of
rendering its services pursuant to this Agreement.

        9. All  non-public  information  given to Pillar by the Company shall be
treated by Pillar as  confidential  information  and shall not be used by Pillar
except in rendering its services  pursuant to this  Agreement.  Pillar may rely,
without  independent  verification,  on the  accuracy  and  completeness  of any
information  furnished  to Pillar  by the  Company,  unless  Pillar  has  actual
knowledge  of the  inaccuracy  of such  information,  subject  to the  Company's
obligations under the securities laws.

        10. In the event that Pillar  becomes  involved  in any  capacity in any
action,  proceeding,  investigation  or  inquiry in  connection  with any matter
referred to in this Agreement or arising out of the matters contemplated by this
Agreement,  the Company shall, except in the case of gross negligence or willful
misconduct  of Pillar (but only to the extent that it is  determined  in a final
judgment by a court of competent jurisdiction that the loss, damage or liability
in  respect  of such  action,  proceeding,  investigation  or  inquiry  resulted
directly from the gross negligence or willful  misconduct of Pillar),  reimburse
Pillar for its legal and other expenses (including the cost of any investigation
and  preparation)  as they are incurred by Pillar in connection  therewith.  The
Company  also  agrees to  indemnify  each of Pillar,  the  directors,  officers,
employees  and agents  thereof (the  "Indemnitees"),  pay on demand and protect,
defend,  save and hold each  Indemnitee  harmless  from and  against any and all
liabilities,  damages, losses,  settlements,  claims, actions, suits, penalties,
fines, costs or expenses (including,  without limitation,  attorneys' fees) (any
of the foregoing,  a "Claim")  incurred by or asserted against any Indemnitee of
whatever kind or nature,  arising  from,  in  connection  with or occurring as a
result of this Agreement or the matters  contemplated by this Agreement,  except
in the case of gross negligence or willful misconduct of Pillar, but only to the
extent  that it is  determined  in a final  judgment  by a  court  of  competent
jurisdiction  that the loss,  damage  or  liability  in  respect  of such  Claim
resulted directly from the gross negligence or willful misconduct of Pillar. The
foregoing  agreement  shall be in addition to any rights that any Indemnitee may
have in any other agreement, at common law or otherwise.

        11.  The  Term  of this  Agreement  shall  be  twenty-four  (24)  months
commencing on the date hereof (unless otherwise extended by the mutual agreement
of the parties hereto); provided,  however,  regardless of any termination,  the
rights to  compensation  contained in Sections 3, 4 and 5 and to  indemnity  and
reimbursement contained in Section 10 shall survive. In addition to any retainer
fees,  Pillar  shall be entitled to the  reimbursement  of  reasonable  expenses
incurred  by Pillar as a result of  services  rendered  prior to the date of the
termination.

        12. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without  regard to  principles of conflicts of
law. The parties hereto


                                        5



irrevocably  consent to the  jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection  with any action or
proceeding  arising  out of or  relating  to this  Agreement,  any  document  or
instrument delivered pursuant to, in connection with or simultaneously with this
Agreement, or a breach of this Agreement or any such document or instrument.  In
any such action or proceeding,  each party hereto waives personal service of any
summons,  complaint or other process and agrees that service thereof may be made
in accordance  with this Section 12. Within thirty (30) days after such service,
or such other time as may be mutually  agreed  upon in writing by the  attorneys
for the parties to such action or  proceeding,  the party so served shall appear
or answer such  summons,  complaint or other  process.  Pillar  hereby  appoints
Sachnoff & Weaver Ltd.  as its agent for  purposes  of notice  hereunder  and to
receive  on behalf of Pillar  service of copies of summons  and  complaints  and
other  process  which may be served in any such action or  proceeding.  All such
notices to Pillar  shall be sent to  Sachnoff & Weaver,  Ltd.,  30 South  Wacker
Drive, Suite 2900, Chicago, Illinois 60606, Attn:
Lance R. Rodgers, Esq.

        13. This Agreement  shall be binding upon Pillar and the Company and the
successors and assigns of Pillar.

        14. (a) Pillar shall not have any  obligation  to the Company not to (i)
engage in the same or similar  activities or lines of business as the Company or
develop or market any products, services or technologies that does or may in the
future compete,  directly or indirectly,  with those of the Company, (ii) invest
or own any interest publicly or privately in, or develop a business relationship
with, any corporation, partnership or other person or entity engaged in the same
or similar activities or lines or business as, or otherwise in competition with,
the  Company  or (iii) do  business  with any  client,  collaborator,  licensor,
consultant,  vendor or customer of the Company.  Pillar and any of its officers,
directors,  employees  or former  employees  and  affiliates  shall not have any
obligation,  or be liable,  to the  Company  solely on  account  of the  conduct
described  in the  preceding  sentence.  In the event  that  Pillar  and/or  any
officer,  director,  employee or former employee or affiliate  thereof  acquires
knowledge of a potential  transaction,  agreement,  arrangement  or other matter
which may be a corporate  opportunity  for both Pillar and the Company,  neither
Pillar nor any of its  officers,  directors,  employees  or former  employees or
affiliates   shall  have  any  duty  to  communicate  or  offer  such  corporate
opportunity  to the  Company  and  neither  Pillar  nor  any  of  its  officers,
directors,  employees or former  employees or affiliates  shall be liable to the
Company for breach of any fiduciary duty, as a stockholder or otherwise,  solely
by reason of the fact that Pillar or any of its officers,  directors,  employees
or former employees or affiliates  pursue or acquire such corporate  opportunity
for Pillar,  direct such  corporate  opportunity  to another person or entity or
communicate or fail to communicate  such corporate  opportunity or entity to the
Company. This Agreement shall not be construed, however, in any manner which may
reduce the fiduciary  obligations  of the  Company's  directors  under  Delaware
General Corporation Law.

               (b)    The provisions of this Section 14 shall be enforceable to 
the fullest extent permitted by law.


                                        6




        Please   confirm  that  the  foregoing  is  in   accordance   with  your
understanding  by signing and  returning  to us the  enclosed  duplicate of this
letter.


                                           Sincerely yours,

                                           PILLAR INVESTMENTS LTD.



                                           By:_____________________
                                           Name: __________________
                                           Title: _________________



Confirmed as of the date hereof:

HYBRIDON, INC.



By:____________________________
Name: E. Andrews Grinstead, III
Title: President and CEO


                                        7


                                 HYBRIDON, INC.

                           PLACEMENT AGENCY AGREEMENT



Dated as of January 15, 1998

Pillar Investments Ltd.
28 Avenue de Messine
75008 Paris, France

Dear Sirs:

         Hybridon, Inc., a Delaware corporation (the "COMPANY"), hereby confirms
its agreement,  on the terms and subject to the conditions set forth herein,  to
retain Pillar  Investments Ltd. (the "PLACEMENT AGENT") to introduce the Company
to, and to procure subscriptions from, persons who are "accredited investors" as
that  term is  defined  in  Regulation  D under  the Act (as  defined  below) in
offshore  transactions  in reliance on Regulation S under the  Securities Act of
1933, as amended (the "ACT") (such  Regulation,  "REGULATION  S"). The Placement
Agent shall exercise its best efforts to procure  subscriptions from prospective
purchasers (those  purchasers  introduced to the Company by the Placement Agent,
the  "PURCHASERS")  of a minimum of twenty  (20) Units (as  defined  below) (the
"MINIMUM OFFERING") and an aggregate maximum of four hundred (400) Units for the
First  Offering  (as defined  below) and one  hundred  fifty (150) Units for the
Second Offering (as defined below) (the "MAXIMUM  OFFERING"),  with an option in
favor of the  Placement  Agent  ("PLACEMENT  AGENT'S  OPTION") to offer up to an
additional  one hundred fifty (150) Units for the First  Offering and fifty (50)
Units for the Second Offering, all at a purchase price of $100,000 per Unit (the
"OFFERING").

         The Company and the Placement Agent  contemplate that the Offering will
be  conducted  in phases.  In phase one ("FIRST  OFFERING"),  each "UNIT"  shall
consist of either:  (i) either (a) $100,000  principal  amount of Notes due 2007
("NOTES") which are automatically  convertible into shares of Series B Preferred
Stock of the Company,  par value $0.01 per share ("SERIES B PREFERRED") upon the
occurrence  of the  Mandatory  Conversion  Event,  as defined  in the  Company's
Confidential  Term  Sheet  dated  as of  January  15,  1998  (together  with all
supplements,  amendments and exhibits thereto and documents incorporated therein
by reference,  all of which constitute an integral part thereof,  the "CTS #1"),
or,  after  any  Mandatory  Conversion  Event,  (b)  1,000  shares  of  Series B
Preferred, and in either case, certain warrants ("INITIAL OFFERING WARRANTS") to
purchase  common  stock,  of the  Company,  par value $.001 per share,  ("COMMON
STOCK"); or (ii) a number of shares of Common Stock equal to the quotient of (x)
$100,000  divided by (y) the greater of (a) 85% of the Market  Price (as defined
in the  Supplement  and Amendment No. 2 to  Confidential  Term Sheet dated as of
April 1, 1998) (the "SUPPLEMENT") and (b) $2.00, plus warrants to purchase up to
the  number of shares of Common  Stock  equal to 25% of the  number of shares of
Common Stock included in a Unit ("ALTERNATIVE EQUITY



Pillar Investments Ltd.
January 15, 1998
Page 2

WARRANTS"),  all as more fully  described in the Offering  Documents (as defined
below).  Certain  Purchasers  who have  purchased  the  Notes may  exchange  the
principal of and accrued interest on the Notes and the Initial Offering Warrants
for (a)  Common  Stock at the Common  Stock  Offering  Price (as  defined in the
Supplement)  and (b)  warrants  exercisable  for such number of shares of Common
Stock  equal to 30% of the number of shares of Common  Stock  issued in exchange
for the Notes ("EXCHANGE  WARRANTS,"  which,  together with the Initial Offering
Warrants  and  Alternative  Equity  Warrants,  shall be referred  to herein,  as
applicable, as the "FIRST OFFERING WARRANTS").

         In the second phase of the Offering  ("SECOND  OFFERING"),  each "UNIT"
shall  consist of: (i) a number of shares of Common  Stock equal to the quotient
of (x)  $100,000  divided by (y) the greater of (a) 85% of the Market  Price (as
defined in the Confidential  Term Sheet dated as of July 1, 1998) (together with
all  supplements,  amendments  and exhibits  thereto and documents  incorporated
therein by reference, all of which constitute an integral part thereof, the "CTS
#2") and (b) $2.00,  plus  warrants  to  purchase  up to the number of shares of
Common Stock equal to 25% of (rounded to the nearest  whole share) of the number
of shares of Common Stock  included in a Unit ("SECOND  OFFERING  WARRANTS" and,
together with the First Offering Warrants, the "OFFERING WARRANTS"), all as more
fully described in the Offering Documents (as defined below). It is contemplated
that the Second Offering will consist of an aggregate maximum of one hundred and
fifty (150) units with an option in favor of the Placement  Agent to offer up to
an additional  fifty (50) Units.  All subsequent  references  hereafter  (unless
otherwise  indicated)  to "Units" shall refer to both the Units sold pursuant to
CTS #1 and Units sold pursuant to CTS # 2.

         The sale to such Purchasers  shall be made through a private  placement
by the Placement Agent (or its designated  selected dealers) on a "best efforts"
basis pursuant to CTS #1 and CTS #2 (together,  "CTS"), Unit Purchase Agreements
and related documents in accordance with Regulation S under the Act.

         The CTS and the exhibits attached thereto, including without limitation
the  revised  form of Unit  Purchase  Agreement  attached to the  Supplement  as
Supplemental  Exhibit D and the Unit  Purchase  Agreement  attached to CTS #2 as
Exhibit F (together,  the "UNIT  PURCHASE  AGREEMENTS"),  the Warrant  Agreement
attached to the Supplement as Supplemental  Exhibit C and the Warrant  Agreement
attached to CTS #2 as Exhibit J (together, the "WARRANT AGREEMENTS"), the Escrow
Agreement,  as  amended,  dated  as of  January  15,  1998  (the  "FIRST  ESCROW
AGREEMENT")  and the Escrow  Agreement  dated as of July 15,  1998 (the  "SECOND
ESCROW  AGREEMENT",  and together with the First Escrow  Agreement,  the "ESCROW
AGREEMENTS")  among the Company,  the Placement Agent, and MeesPiersen  (Cayman)
Limited  (the "ESCROW  AGENT"),  the  Exchange  Agreement  among the Company and
certain Purchasers ("EXCHANGE AGREEMENT"),  the Financial Advisory Agreement (as
defined in Section 5(j) below),  the  Placement  Warrants (as defined in Section
4(c) below),  the Advisory Warrants (as defined in Section 5(j) below ) and this
Placement Agency Agreement are collectively  referred to herein as the "OFFERING
DOCUMENTS."




Pillar Investments Ltd.
January 15, 1998
Page 3


         The  Company,  at its sole  cost,  shall  prepare  and  deliver  to the
Placement Agent a reasonable number of copies of the Offering  Documents in form
and substance satisfactory to the Placement Agent.

         Each  prospective  investor  subscribing  to  purchase  Units  shall be
required to deliver,  among other things, a Unit Purchase  Agreement which shall
include a Confidential Investor Questionnaire.  The Company shall make available
to each prospective  purchaser at a reasonable time prior to the purchase of the
Units the  opportunity  to ask  questions of, and to receive  answers from,  the
Company  concerning the terms and conditions of the Offering and the opportunity
to obtain  additional  information  necessary  to  verify  the  accuracy  of the
Offering Documents delivered in connection with the purchase of the Units to the
extent it  possesses  such  information  or can acquire it without  unreasonable
effort or expense. After the prospective investors shall have had an opportunity
to review the Offering  Documents,  and have had the  opportunity to address all
inquiries to the Company,  separate Unit Purchase  Agreements shall be completed
by each prospective investor. The Placement Agent, in its sole discretion, shall
have the right, and the Company,  with the consent of the Placement Agent, shall
have the right to reject  subscriptions  in whole or in part.  The Company shall
evidence  its  acceptance  of a  subscription  by  countersigning  a copy of the
applicable  Unit  Purchase  Agreement  and  returning  the same to the Placement
Agent.

         Capitalized  terms used in this  Agreement,  unless  otherwise  defined
herein or unless the context otherwise  indicates,  shall have the same meanings
provided in the Offering Documents.





Pillar Investments Ltd.
January 15, 1998
Page 4


         1. Appointment of Placement Agent.

         (a)The  Placement  Agent is  hereby  appointed  placement  agent of the
Company  (subject to the Placement  Agent's right to have Selected  Dealers,  as
defined in Section 1(c) hereof, participate in the Offering) during the Offering
Period  herein  specified  for the purposes of assisting  the Company in finding
qualified  subscribers in offshore  transactions  under Regulation S pursuant to
the Offering described in the Offering Documents.  The Placement Agent shall not
be deemed an agent of the Company for any other purpose.  The "OFFERING  PERIOD"
shall  commence on the day the CTS #1 is first made  available to the  Placement
Agent by the Company for delivery in  connection  with the offering for the sale
of the Units (the  "COMMENCEMENT  DATE").  Upon receipt of the Minimum  Offering
amount,  the Placement Agent may conduct a closing (the "INITIAL  CLOSING DATE")
and may  conduct  subsequent  closings on an interim  basis  until the  relevant
Maximum  Offering  amount (and any  Placement  Agent's  Option  amount) has been
reached or the Offering is  terminated  (the "FINAL  CLOSING  DATE").  Each such
closing may be  referred to herein as a  "CLOSING".  If not  terminated  earlier
pursuant to this  Agreement,  the Offering  Period shall terminate at 11:59 a.m.
New York City Time on  December  31,  1998,  subject to an  extension,  (written
notice  of  which  shall be  provided  to the  Company),  at the  option  of the
Placement  Agent, for an additional  sixty (60) days (the  "TERMINATION  DATE"),
accordingly,  the Offering  Period shall  terminate on the Final Closing Date or
the  Termination  Date,  as the case may be. If  subscriptions  for the  Minimum
Offering  amount of 20 Units are not  received  prior to the end of the Offering
Period,  the Offering will be terminated and all funds received from Subscribers
will be returned, without interest and without any deduction.

         (b)Subject to the  performance by the Company of all of its obligations
to be performed under this Agreement and to the completeness and accuracy of all
representations  and warranties of the Company contained in this Agreement,  the
Placement Agent hereby accepts such agency and agrees to use its best efforts to
assist the Company in finding  qualified  subscribers  pursuant to the  Offering
described in the Offering  Documents.  It is understood that the Placement Agent
has no commitment to sell the Units.  The Placement  Agent's agency hereunder is
not terminable by the Company prior to the Termination  Date except as set forth
in Section 8(g).

         (c)The Placement Agent may engage other persons,  selected by it in its
sole  discretion,  who are members of the  National  Association  of  Securities
Dealers,  Inc.  ("NASD"),  or who are located outside the United States and that
have executed a Selected Dealers  Agreement (each such person being  hereinafter
referred  to as a  "SELECTED  DEALER")  and the  Placement  Agent may allow such
persons  such part of the  compensation  and payment of expenses  payable to the
Placement  Agent  hereunder as the Placement  Agent shall  determine;  provided,
however,  that any such compensation  shall be received pursuant to Section 4(c)
hereof.  Notwithstanding  the  above,  the  Placement  Agent may not  engage any
Selected  Dealer unless such Selected Dealer makes  representations,  warranties
and covenants substantially the same as those contained in Section 3 hereof. The
Placement  Agent shall use its  reasonable  efforts to conduct the  Offering and
ensure that its designees and any Selected  Dealers  designated by the Placement
Agent conduct the





Pillar Investments Ltd.
January 15, 1998
Page 5


Offering in compliance with applicable  United States  securities laws, so as to
preserve  the  exemption  provided  under  Regulation  S  under  the Act and any
applicable rules or regulations promulgated thereunder,  and any securities laws
of other relevant jurisdictions.

         (d)Subscriptions  for Units  shall be  evidenced  by the  execution  by
qualified  subscribers of a Unit Purchase Agreement.  No Unit Purchase Agreement
shall be  effective  unless and until it is  accepted  by the  Company.  Until a
closing is held,  all  subscription  funds  received  shall be held in escrow as
described  in the  Escrow  Agreement.  The  Placement  Agent  shall not have any
independent obligation to verify the accuracy or completeness of any information
contained in any Unit Purchase  Agreement or the authenticity,  sufficiency,  or
validity  of any check  delivered  by any  prospective  investor  in payment for
Units,  nor shall the Placement  Agent incur any  liability  with respect to any
such check.

2.Representations  and  Warranties of the Company.  The Company  represents  and
warrants to the Placement  Agent and each Selected  Dealer,  if any, as follows,
except as set forth on the Schedule of Exceptions attached hereto:

         (a)Securities  Law  Compliance.  The  Offering  Documents,  as of their
respective  dates do,  and as of the date of the CTS and,.  with  respect to the
First  Offering,  as of the final closing date under the First Offering  ("FIRST
FINAL  CLOSING  DATE"),  and with  respect  to the Second  Offering,  as of each
Closing, shall describe the material aspects of an investment in the Company and
conform in all  respects  with the  requirements  of  Regulation  S and with the
requirements  of all other published rules and regulations of the Securities and
Exchange Commission (the "COMMISSION") currently in effect relating to offerings
to persons in offshore  transactions  in reliance on  Regulation  S. Neither the
Units nor the securities underlying the Units have been registered under the Act
and have not been offered or sold by the Company or authorized to be sold by the
Company  within  the  "United  States" or to "U.S.  Persons"  (as such terms are
defined in Regulation S), except in compliance with registration requirements of
the Act or pursuant to an exemption therefrom. The Offering Documents shall not,
as of the date of the CTS and,  with  respect to the First  Offering,  as of the
First Final Closing Date,  and with respect to the Second  Offering,  as of each
Closing,  contain any untrue  statement of a material  fact or omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances  under which they were made, not  misleading;  provided,  however,
that no  representation  is made with  respect to  information  relating  to the
Placement  Agent  which is  provided  in writing by the  Placement  Agent to the
Company  specifically  for inclusion in the Offering  Documents.  If at any time
prior to the  completion of the Offering or other  termination of this Agreement
any event  shall  occur as a result of which it  becomes  necessary  to amend or
supplement  the  Offering  Documents  so that  they do not  include  any  untrue
statement of any material fact or omit to state any material  fact  necessary in
order to make the statements  therein,  in the light of the  circumstances  then
existing,  not misleading,  the Company will promptly notify the Placement Agent
and will supply the Placement Agent (or the prospective Purchasers designated by
the Placement Agent) with amendments or supplements correcting such statement or
omission. The





Pillar Investments Ltd.
January 15, 1998
Page 6


Company shall also provide the Placement  Agent for delivery to all offerees and
Purchasers and their  representatives,  if any, any  information,  documents and
instruments which the Placement Agent and the Company's counsel  reasonably deem
necessary to comply with applicable state and federal law.

The Company  acknowledges  that the  Placement  Agent (i) has not  supplied  any
information  for  inclusion in the  Offering  Documents  other than  information
relating  to the  Placement  Agent  furnished  in writing to the  Company by the
Placement Agent specifically for inclusion in the Offering  Documents;  (ii) has
no obligation  independently  to verify any of the  information  in the Offering
Documents;  and (iii) has no responsibility  for the accuracy or completeness of
the Offering  Documents,  except for the information,  relating to the Placement
Agent,  furnished in writing by the Placement Agent to the Company  specifically
for inclusion in the Offering Documents.

         (b)Organization,  Good Standing and Qualification.  With respect to the
First  Offering,  as of the Final Closing  Date,  and with respect to the Second
Offering,  as of each Closing, the Company will be a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and will have the  corporate  power and  authority  to conduct  its  business as
described in the CTS. The Company is duly  qualified to do business as a foreign
corporation  and  on  the  Final  Closing  Date  will  be in  good  standing  in
Massachusetts  and in each  jurisdiction  in which the  nature  of the  business
conducted,  or as proposed to be conducted  in the CTS, by it or the  properties
owned, leased or operated by it, makes such qualification or licensing necessary
and where the  failure  to be so  qualified  or  licensed  would have a material
adverse  effect upon the  business,  operations  or  financial  condition of the
Company.

         (c)Capitalization  and  Voting  Rights.  The  authorized,   issued  and
outstanding  capital stock of the Company,  as of the date of the CTS, is as set
forth in the CTS under the heading "Equity Capitalization and Indebtedness"; all
issued  and  outstanding  shares of capital  stock of the  Company  are  validly
issued, fully paid and nonassessable.  Except as set forth in the CTS, as of the
date of the CTS, there are no outstanding  options (except those approved by the
Board of  Directors  of the Company for issuance  under the  Company's  employee
stock option plan), warrants,  agreements,  convertible  securities,  preemptive
rights or other  rights to  subscribe  for or to purchase  any shares of capital
stock of the  Company.  Except  as set  forth in the CTS,  in the Unit  Purchase
Agreements and as otherwise  required by law, there are no restrictions upon the
voting or transfer of the Transfer Restricted Securities (as defined in the Unit
Purchase Agreement) pursuant to the Company's  Certificate of Incorporation,  as
amended  (the  "CERTIFICATE  OF  INCORPORATION"),  By-laws  or  other  governing
documents or any agreement or other  instruments to which the Company is a party
or by which the Company is bound.

         (d)Subsidiaries  and  Investments.  Other than as disclosed in the CTS,
the Company does not own, directly or indirectly,  capital stock or other equity
ownership or proprietary interests in any other corporation, association, trust,
partnership, joint venture or other entity.






Pillar Investments Ltd.
January 15, 1998
Page 7


         (e)Authorization;  Enforceability.  The Company has the corporate power
and  authority  to enter into each of the  Offering  Documents  to which it is a
party and to consummate the  transactions  contemplated  thereby.  All corporate
action on the part of the Company, its directors and stockholders  necessary for
the execution, delivery and performance of the Offering Documents to which it is
a  party  by  the  Company,  the  sale,  issuance  and  delivery  of  the  Units
contemplated  by such Offering  Documents and the  performance  of the Company's
obligations under such Offering  Documents has been taken,  including  requisite
approval of such documents and the transactions  contemplated  thereunder by the
members  of the  Company's  Board of  Directors  who are not  affiliates  of the
Placement  Agent.  The  Offering  Documents to which the Company is a party have
been duly executed and delivered by the Company and constitute the legal,  valid
and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance with their terms,  subject to laws of general application relating to
bankruptcy,  insolvency  and the  relief of debtors  and rules of law  governing
specific  performance,  injunctive  relief or other equitable  remedies,  and to
limitations of public  policy.  Upon the issuance and delivery of the securities
contemplated  to be sold pursuant to the Offering  Documents and the Registrable
Securities,  as  contemplated  by the  Offering  Documents,  (collectively,  the
"OFFERING  SECURITIES") such securities will be duly and validly  authorized and
issued,  fully paid and  nonassessable.  The  issuance  and sale of the Offering
Securities  will not give  rise to any  preemptive  rights  or  rights  of first
refusal on behalf of any person. The Company has full corporate power and lawful
authority to  authorize,  issue and sell the Units to be sold to the  Purchasers
and the securities  underlying the Units.  No consent is required by the Company
or from any third party (other than the Securities  and Exchange  Commission and
state blue sky  authorities,  but only  insofar as such  consent  relates to the
Company's  obligation to register the Registrable  Securities (as defined in the
Unit Purchase Agreements)) to perform any of the Company's obligations under the
Offering  Documents.  Any increase to the number of authorized  shares of Common
Stock will  require,  among  other  things,  the  approval  of the  holders of a
majority of the outstanding Common Stock of the Company.

         (f)Financial  Statements.  The Company's financial statements contained
in the  Offering  Documents  have been  prepared in  conformity  with  generally
accepted  accounting  principles  consistently  applied  and show  all  material
liabilities,  absolute or  contingent,  of the  Company  required to be recorded
thereon and present  fairly the financial  position and results of operations of
the Company as of the dates and for the periods  indicated,  subject in the case
of unaudited interim financial statements, to normal year-end adjustments.





Pillar Investments Ltd.
January 15, 1998
Page 8

        (g)No Conflict; Governmental Consents.

               (1)The  execution  and delivery by the Company of this  Agreement
        and the consummation by the Company of the transactions  contemplated by
        the  Offering  Documents  will not result in the  violation  of any law,
        statute, rule, regulation,  order, writ, injunction,  judgment or decree
        of any court or  governmental  authority  to or by which the  Company is
        bound,  or of any  provision  of the  Certificate  of  Incorporation  or
        By-laws  of the  Company,  and will not  conflict  with,  or result in a
        material  breach or violation of, any of the terms or provisions  of, or
        constitute (with due notice or lapse of time or both) a material default
        under, any material lease, loan agreement, mortgage, security agreement,
        note,  trust  indenture or other  agreement or  instrument  to which the
        Company  is a party or by  which  it is  bound  or to  which  any of its
        properties or assets is subject nor result in the creation or imposition
        of any lien upon any of the  properties  or assets of the Company  other
        than in favor of the Secured Party.

               (2)No  consent,  approval,  authorization  or other  order of any
        governmental authority or other third-party under any material agreement
        to which  the  Company  is a party is  required  to be  obtained  by the
        Company in connection with the authorization,  execution and delivery of
        this  Agreement  or with  the  authorization,  issuance  and sale of the
        Units, except such as have already been obtained and such filings as may
        be  required  to be made and have  been  made  with the  Securities  and
        Exchange  Commission  and  with  any  state  or  foreign  "blue  sky" or
        securities regulatory authority.

        (h)Governmental  Authorizations.  Except  as set  forth in the CTS,  the
Company has, on the date hereof and, with respect to the First Offering,  on the
First Final Closing Date,  and with respect to the Second  Offering,  as of each
Closing   Date,   all  material   licenses,   permits  and  other   governmental
authorizations  currently  required for the conduct of its business or ownership
of properties and is in all material respects complying therewith.

        (i)Litigation.  Except as set forth in the CTS,  on the date hereof and,
with respect to the First  Offering,  on the First Final Closing Date,  and with
respect to the Second Offering, as of each Closing Date, the Company knows of no
pending or, to the knowledge of the Company,  threatened  legal or  governmental
proceedings  against the Company  which could  materially  adversely  affect the
business,   financial  condition  or  operations  of  the  Company  (other  than
proceedings  with respect to overdue  trade  payables not  exceeding $8 million,
which payables were incurred in the ordinary course of business).

        (j)Accuracy of Reports.  All reports required to be filed by the Company
since and including  the most recent  filing of the  Company's  Annual Report on
Form 10-K, to and including, with respect to the First Offering, the First Final
Closing Date, and with respect to the Second Offering,  as of each Closing Date,
have been duly filed with the  Securities and Exchange  Commission,  complied at
the time of filing in all material respects with the requirements  of their





Pillar Investments Ltd.
January 15, 1998
Page 9


respective  forms and were  complete and correct in all material  respects as of
the dates at which the  information  was  furnished,  and  contained (as of such
dates) no untrue  statement  of a  material  fact or omitted to state a material
fact necessary in order to make the statements  contained  therein,  in light of
the circumstances under which they were made, not misleading.

         (k)Investment  Company.  The  Company  is not an  "investment  company"
within the meaning of such term under the  Investment  Company  Act of 1940,  as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder.

         (l)CTS Disclosure. No information set forth in the Term Sheet contains,
as of the date hereof or, with respect to the First Offering, on the First Final
Closing Date, and with respect to the Second Offering,  as of each Closing Date,
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary in order to make the  statements  contained  therein,  in light of the
circumstances under which they were made, not misleading.

         (m)Reservation  of Shares.  The Company  shall at all times reserve and
keep available,  out of its authorized and unissued shares of Series B Preferred
Stock  ("Conversion  Securities")  and Common  Stock,  solely for the purpose of
effecting  the  conversion  of the Notes and the exercise of the  Placement  and
Advisory  Warrants  (as  defined in Section  5(j)  below),  and  exercise of the
Offering Warrants, such number of shares of its Conversion Securities and Common
Stock free of preemptive  rights as shall be sufficient to effect the conversion
of all Notes from time to time  outstanding,  and the exercise of all Placement,
Advisory and Offering Warrants from time to time outstanding.  The Company shall
use its best efforts from time to time, in accordance with the laws of the State
of Delaware to increase the authorized number of shares of Conversion Securities
and/or Common Stock if at any time the number of shares of authorized,  unissued
and unreserved shares of Conversion  Securities and/or Common Stock shall not be
sufficient to permit the  conversion of all the  then-outstanding  Notes and the
exercise  of  all  the  then-outstanding  Placement,  Advisory  and/or  Offering
Warrants.  The Company shall not issue any Conversion  Securities  other than to
effect the  conversion  of the Notes or  accrued  interest  thereon,  Conversion
Securities  sold in lieu of  Notes in the  Offering  and  Conversion  Securities
issuable upon exercise of Placement and Advisory Warrants or applicable Offering
Warrants.

         (n)Transfer  Taxes.  The  Company  shall pay any and all issue or other
taxes (but in no event income taxes) that may be payable in respect of any issue
or delivery of shares of Conversion  Securities or Common Stock on conversion of
the applicable Offering Securities.  The Company shall not, however, be required
to pay any tax which may be payable in respect of any  transfer  involved in the
issue or delivery of Conversion  Securities or Common Stock (or other securities
or assets) in a name  other  than that in which the Notes so  converted,  or the
applicable Offering Securities so exercised, were registered,  and no such issue
or delivery shall be made unless and until the person  requesting such issue has
paid  to  the  Company  the  amount  of  such  tax or  has  established,  to the
satisfaction of the Company, that such tax has been paid.





Pillar Investments Ltd.
January 15, 1998
Page 10


         (o)Proprietary  Rights.  Except, with respect to the First Offering, as
has been or will be  reflected  in the CTS #1 prior to the First  Final  Closing
Date or, with  respect to the Second  Offering,  in CTS # 2 with  respect to any
Closing,  or as reflected in an opinion letter  provided by patent counsel under
Section 4(b)(vi) below in connection with any relevant Closing, the Company owns
or  possesses  adequate  and  enforceable  rights  to use  all  patents,  patent
applications,   trademarks,   service  marks,  trade  names,   corporate  names,
copyrights,   trade  secrets,  processes,  mask  works,  licenses,   inventions,
formulations,  technology  and know-how and other  intangible  property  used or
proposed  to be  used  in the  conduct  of its  business  as  described  in,  or
contemplated by, the CTS (the "PROPRIETARY RIGHTS"). Except, with respect to the
First  Offering,  as has  been or will be  reflected  in the CTS #1 prior to the
First Final  Closing  Date or, with respect to the Second  Offering,  in CTS # 2
with respect to any Closing,  the Company or the entities  from whom the Company
has  acquired  rights  has taken all  necessary  action  to  protect  all of the
Company's Proprietary Rights. Except, with respect to the First Offering, as has
been or will be  reflected  in the CTS #1 prior to the First Final  Closing Date
or, with respect to the Second Offering, in CTS # 2 with respect to any Closing:
the Company has not received any notice of, and there are not any facts known to
the  Company  that   indicate  the   existence  of  (i)  any   infringement   or
misappropriation by any third party of any of the Proprietary Rights or (ii) any
claim by a third party contesting the validity of any of the Proprietary Rights;
the Company has not received any notice of any infringement, misappropriation or
violation by the Company or any of its  employees of any  Proprietary  Rights of
third parties, and, to the best of the Company's knowledge,  neither the Company
nor any of its employees has infringed,  misappropriated  or otherwise  violated
any Proprietary  Rights of any third parties;  and, to the best of the Company's
knowledge,  no infringement,  illicit copying,  misappropriation or violation of
any intellectual  property rights of any third party by the Company has occurred
or will occur with respect to any products  currently  being sold by the Company
or with respect to any products  currently  under  development by the Company or
with respect to the conduct of the Company's business as currently contemplated.
Except, with respect to the First Offering,  as has been or will be reflected in
the CTS #1 prior to the First Final  Closing Date or, with respect to the Second
Offering,  in CTS # 2 with respect to any Closing, the Company is not aware that
any of its  employees  are  obligated  under any contract  (including  licenses,
covenants or  commitments of any nature) or other  agreement,  or subject to any
judgment,  decree or order of any court or  administrative  agency,  which would
interfere with the use of the  employee's  best efforts to promote the interests
of the Company or that would  conflict with the Company's  business as currently
conducted  or as  proposed  to be  conducted.  To  the  best  of  the  Company's
knowledge,  as of the Final Closing Date,  neither the execution nor delivery of
this Agreement,  nor the carrying on of the Company's  business by the employees
of the  Company,  nor  the  conduct  of the  Company's  business,  as  currently
conducted or as proposed to be conducted,  will  conflict  with, or result in, a
breach of the terms, conditions or provisions of, or constitute a default under,
any  contract,  covenant  or  instrument  under  which any such  employee is now
obligated. In addition, as of the Final Closing Date, all employees are required
to assign intellectual property rights to the Company.





Pillar Investments Ltd.
January 15, 1998
Page 11


3.Representations,   Warranties  and  Covenants  of  the  Placement  Agent.  The
Placement Agent represents, warrants and covenants as follows:

         (a)The  Placement  Agent is duly organized and validly  existing and in
good standing as a corporation under the laws of the country of Isle of Man with
full and adequate power and authority to enter into and perform this Agreement.

         (b)In offering the Units,  the Placement Agent shall deliver (or direct
the Company to deliver) to each  prospective  purchaser,  prior to the Company's
acceptance of any subscription from such prospective purchaser,  the appropriate
Offering   Documents.   The  Placement  Agent  will  not  engage  in  a  general
solicitation or employ general advertising in connection with the Offering.

         (c)The  Placement  Agent shall conduct the Offering and ensure that its
designees and any Selected Dealers designated by the Placement Agent conduct the
Offering in compliance with applicable  United States  securities laws, so as to
preserve  the  exemption  provided  under  Regulation  S  under  the Act and any
applicable rules or regulations promulgated thereunder,  and the securities laws
of any other relevant jurisdictions.  The Placement Agent agrees that all offers
and sales of Units or any securities  constituting or underlying such Units made
by it pursuant to the Offering Documents prior to the expiration of the one year
distribution  compliance period set forth in Rule 903(c)(3)(iii) of Regulation S
under the Act shall be made only in accordance with either (i) the provisions of
Rule 903 or 904 of Regulation S under the Act, (ii) pursuant to  registration of
the such securities  under the Act, or (iii) pursuant to an available  exemption
from the  registration  requirements  of the Act. The  Placement  Agent  further
agrees (and agrees that it will require any "distributor" as defined in Rule 903
of  Regulation  S under  the Act to so agree in  writing)  (i) not to  engage in
hedging transactions with regard to the Units or any securities  constituting or
underlying  the Units prior to the  expiration  of the  distribution  compliance
period  specified  in  Rule  903(b)(2)  or  (b)(3),  as  applicable,  unless  in
compliance  with the Act,  and  (ii)  with  respect  to sales of  securities  to
distributors,  dealers (as defined in section  2(a)(12) of the Act), or a person
receiving  a  selling  concession,  fee  or  other  remuneration,  prior  to the
expiration  of  the  one-year   distribution   compliance   period,  to  send  a
confirmation  or other notice to the  purchaser  stating  that the  purchaser is
subject to the same restrictions on offers and sales that apply to the Placement
Agent.  The final  acceptance of any  subscription  shall be made only after the
Company  has  reviewed  the Unit  Purchase  Agreement  and  agreed to such final
acceptance  and  determination  as to the status of such  subscriber  which such
acceptance  and  determination  shall remain  solely the  responsibility  of the
Company.





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January 15, 1998
Page 12


4.Closing; Placement and Fees.

         (a)Closing.  The Placement Agent may conduct,  in its sole  discretion,
closings  (the date of each a "CLOSING  DATE") at the  offices of the  Placement
Agent, 28 Avenue de Messine,  75008 Paris, France, until the Final Closing Date.
On each Closing Date, payment for the Units issued and sold by the Company shall
be made to the  Company in  immediately  available  funds  against  delivery  of
certificates  evidencing  the applicable  Offering  Securities  comprising  such
Units.

         (b)Conditions to Placement Agent's Obligations.  The obligations of the
Placement Agent hereunder are subject to the accuracy of the representations and
warranties of the Company herein  contained as of the date hereof and as of each
Closing Date  occurring on and after April 1, 1998,  to the  performance  by the
Company of its obligations hereunder and to the following additional conditions:

               (i)Due Qualification or Exemption.  The Offering  contemplated by
this Agreement shall become qualified or be exempt from qualification  under the
securities laws of the applicable jurisdictions not later than the Closing Date,
subject to any filings to be made thereafter;

               (ii)No Material  Misstatements.  Neither the Offering  Documents,
nor the CTS, nor any supplement  thereto,  will contain an untrue statement of a
fact which in the opinion of the Placement Agent is material, or omit to state a
fact, which in the opinion of the Placement Agent is material and is required to
be stated therein,  or is, in the opinion of the Placement  Agent,  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading;

               (iii)Compliance with Agreements.  The Company shall have complied
with all  agreements and satisfied all conditions on its part to be performed or
satisfied  hereunder  and  under  the  Offering  Documents  at or  prior to such
Closing;

               (iv)Corporate  Action. The Company shall have taken all corporate
action necessary to permit the valid execution,  delivery and performance of the
Offering Documents by the Company, including, without limitation,  obtaining the
approval  of both  the  Company's  Board of  Directors  and the  members  of the
Company's  Board of  Directors  unaffiliated  with the  Placement  Agent for the
execution  and delivery of the Offering  Documents  and the  performance  by the
Company of its obligations hereunder and the offering contemplated hereby;

               (v)Opinion of Counsel to the Company.  The Placement  Agent shall
receive  the  opinion  of  counsel  to the  Company  (stating  that  each of the
Purchasers  acquiring  shares at such  Closing  Date may rely  thereon as though
addressed directly to such Purchaser),  dated as of the applicable Closing Date,
in form and substance satisfactory to the Placement Agent and its counsel.

               (vi)Opinion of Patent Counsel.  The Placement Agent shall receive
(unless waived





Pillar Investments Ltd.
January 15, 1998
Page 13


in writing by the Placement  Agent) the opinion of patent counsel to the Company
(which counsel shall be satisfactory to the Placement Agent),  dated the Closing
Date in the form and substance satisfactory to counsel for the Placement Agent.

               (vii)Officer's  Certificate.  The  Placement  Agent shall receive
(unless  waived  by  the  Placement  Agent)  an  Officer's   Certificate  and  a
Secretary's  Certificate  in form and  substance  satisfactory  to the Placement
Agent and its counsel,  signed by the  appropriate  parties and, with respect to
the First  Offering,  dated as of the First Final Closing Date, and with respect
to the Second Offering,  dated as of each relevant Closing.  These  certificates
shall  state,  among  other  things,  that the  representations  and  warranties
contained  in Section 2 hereof are true and  accurate  in all  respects  at such
applicable  Closing Date with the same effect as though  expressly  made at such
Closing Date.

               (viii)Escrow Agreement.  The Placement Agent shall receive a copy
of a duly executed Escrow Agreement with MeesPiersen (Cayman) Limited.





Pillar Investments Ltd.
January 15, 1998
Page 14


        (c)Placement Fees and Expenses.

               (i)Simultaneously  with  payment for and delivery of the Units at
each Closing by  Purchasers,  as provided in paragraph  4(a) above,  the Company
shall  at such  Closing  pay to the  Placement  Agent a  commission  (the  "CASH
COMMISSION")  equal to nine percent (9%) of the aggregate  purchase price of the
Units sold to  Purchasers  at such  Closing and (ii) the Expense  Allowance  (as
defined in Section 5(b)).  The Company shall also pay all expenses in connection
with the  qualification  of the  Units  under  the  securities  laws of  foreign
jurisdictions which the Placement Agent shall designate. If, with respect to the
First Offering,  the Alternative Offering (as defined in CTS #1) does not occur,
upon each  Closing of the sale of the Units  being  offered to  Purchasers,  the
Company will sell to the  Placement  Agent and/or its  designees,  for $.001 per
warrant,  additional warrants to acquire a number of newly issued Units equal to
ten percent  (10%) of the number of Units issued to  Purchasers in the Offering,
exercisable for a period of seven (7) years  commencing six (6) months after the
Final Closing Date at an exercise  price equal to one hundred ten percent (110%)
of the initial  offering  price of the Units  ("ORIGINAL  PLACEMENT  WARRANTS").
However,  with respect to the First Offering,  if the Alternative  Offering does
occur,  and with respect to the Second  Offering,  in all cases,  then upon each
Closing of the sale of the Units being offered to  Purchasers,  the Company will
sell to the  Placement  Agent  and/or  its  designees  (in lieu of the  Original
Placement  Warrants with respect to the First Offering),  for $.001 per warrant,
warrants to acquire a number of newly  issued  Common Stock equal to ten percent
(10%) of the aggregate number of shares of Common Stock (excluding  Common Stock
underlying the Offering Warrants) included,  with respect to the First Offering,
in the Alternative  Equity Units (as described in the Supplement)  placed by the
Placement Agent  (including  shares of Common Stock issued in exchange for Units
which included Notes), and with respect to the Second Offering, in the Units, in
each case exercisable for a period of five (5) years commencing, with respect to
the First Offering,  on the Alternative  Equity Financing Closing Date, and with
respect to the Second  Offering,  on the Final  Closing Date, in each case at an
exercise price equal to one hundred twenty percent (120%) of the relevant Common
Stock Offering Price (such warrants,  together, as applicable, with the Original
Placement Warrants, the "PLACEMENT WARRANTS"). The previous sentence or anything
else in this Agreement notwithstanding, in no event shall the Placement Agent be
permitted to receive  compensation  in excess of the level which was approved by
the  holders  of the 9% Notes  pursuant  to the  Consent  referred  to under the
heading  "Offering  Summary - Terms of the  Securities  - Terms of the  Offering
Notes -  Subordination  Agreements"  in CTS #1. The Company  shall  register the
Common Stock  underlying  the  Placement  Warrants for resale under the Act in a
Registration  Statement as defined in the Unit Purchase Agreements.  The Company
agrees  with  the  Placement  Agent  and its  successors  and  assigns  that the
securities  underlying the Placement  Warrants will not be subject to redemption
by the  Company  nor will they be callable  or  mandatorily  convertible  by the
Company.  The Placement  Warrants will contain a cashless  exercise  feature,  a
provision for payment of the exercise price by promissory note and  antidilution
provisions  (which shall not be more favorable to the Placement Agent than those
applicable  to the Notes,  the Series B Preferred  and the  Offering  Warrants).
Notwithstanding the foregoing, the Company may cause the





Pillar Investments Ltd.
January 15, 1998
Page 15


Placement  Warrants to be exercised if the Closing Bid Price of the Common Stock
(as defined in the Certificate of Designations for the Series A Preferred) shall
have exceeded  thirty dollars  ($30.00) for at least twenty (20) trading days in
any thirty (30)  consecutive  trading day period  ending three (3) days prior to
the date of notice of exercise.  The Placement  Warrants  cannot be transferred,
sold,  assigned  or  hypothecated  for six (6)  months  except  that they may be
assigned in whole or in part during such period to any NASD member participating
in  the  Offering  or any  officer,  employee,  associate  or  affiliate  of the
Placement Agent or any such NASD member.

               (ii)The  Cash  Commission,   Expense  Allowance,   and  Placement
Warrants and Advisory Warrants, as applicable (as defined in subsection 5(j) and
as set  forth in this  Agreement)  shall  be paid to the  Placement  Agent  with
respect to any  investment  by any  investors  introduced  to the Company by the
Placement  Agent  ("COVERED  INVESTORS")  in the  event  that any  such  Covered
Investor  purchases  securities  from the Company  during the twelve (12) months
following the Final Closing Date of the Offering.

        (d)No Adverse Changes.  There shall not have occurred, at any time prior
to the Closing (i) any domestic or international  event, act or occurrence which
has disrupted,  or in the Placement Agent's  determination will in the immediate
future  disrupt,  the securities  markets of the United  States;  (ii) a general
suspension of, or a general  limitation on prices for,  trading in securities on
the New York Stock Exchange,  the American Stock  Exchange,  the NASDAQ National
Market, the NASDAQ SmallCap Market, or in the over-the-counter market; (iii) any
outbreak of major hostilities or other national or international  calamity; (iv)
any  banking  moratorium  declared  by a state  or  federal  authority;  (v) any
moratorium  declared in foreign exchange trading by major international banks or
other persons; (vi) any material interruption in the mail service or other means
of communication  within the United States; (vii) any material adverse change in
the business, properties, assets, results of operations,  financial condition or
prospects of the Company;  or (viii) any change in the market for  securities in
general  or in  political,  financial,  or  economic  conditions  which,  in the
Placement Agent's reasonable judgment,  makes it inadvisable to proceed with the
offering, sale, and delivery of the Units.

5.Covenants of the Company.

        (a)Use of Proceeds.  Subject to Section 5(q) below,  the net proceeds of
the Offering will be used by the Company substantially as set forth in the CTS.

        (b)Expenses of Offering. The Company shall be responsible for, and shall
bear all expenses  directly and  necessarily  incurred in connection  with,  the
Offering,  including  but not limited to the costs of  preparing,  printing  and
delivering the CTS and all exhibits thereto to the Placement Agent; the costs of
preparing,  printing and filing with the Securities and Exchange  Commission the
Registration Statement and amendments, post-effective amendments and supplements
thereto; preparing, printing and delivering exhibits thereto and copies of the
preliminary,   final  and  supplemental  prospectus;   preparing,  printing  and
delivering all selling




Pillar Investments Ltd.
January 15, 1998
Page 16


documents,  including but not limited to this Agreement,  the CTS, Unit Purchase
Agreements,  and stock certificates;  and fees and disbursements of the transfer
agent  (collectively,  the  "COMPANY  EXPENSES").  The Company  shall pay to the
Placement Agent a  non-accountable  expense allowance equal to four percent (4%)
of the total  proceeds of the Offering  (the "EXPENSE  ALLOWANCE")  to cover the
cost of Placement Agent's mailing, telephone,  telegraph,  travel, due diligence
meetings  and  other  similar  expenses  including  legal  fees and costs of the
Placement   Agent's   counsel.   Such  pre-paid   expense   allowance  shall  be
non-refundable.  In addition to the foregoing, the Company shall pay for all due
diligence  expenses  ("DUE  DILIGENCE  EXPENSES")  resulting  from due diligence
conducted  by the  Placement  Agent or its  agents or  employees  regarding  the
Company,  including,  without  limitation,  any Due Diligence  Expenses that are
Company  Expenses  (which  shall not be covered by the  non-accountable  Expense
Allowance)  and/or  consultants  retained by the Placement  Agent to conduct due
diligence.  If the proposed Offering is not completed because of a breach by the
Company of any covenants,  representations  or warranties  contained herein, the
Company  shall  pay to the  Placement  Agent,  as the case may be, a fee of five
hundred thousand dollars ($500,000) (in addition to the Company Expenses and Due
Diligence Expenses for which the Company shall in all events remain liable).

        (c)Regulation S Compliance. The Company will comply in all respects with
the terms and  conditions  of Regulation S with respect to the sale of the Units
and  exercise  of any rights  with  respect to the  securities  constituting  or
underlying  such  Units,  pursuant  to the  Offering  Documents,  including  the
requirements  under  Rule  903(b)(iii)(B)(4)  under  Regulation  S to  refuse to
recognize securities transfers under certain circumstances.

        (d)Notification.   The  Company   shall  notify  the   Placement   Agent
immediately,  and in writing,  (A) when any event shall have occurred during the
period  commencing  on the date hereof and ending on the Final Closing Date as a
result of which the Offering  Documents would include any untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  under  which  they  were  made  and  (B)  of the  receipt  of any
notification  with  respect  to  the  modification,  rescission,  withdrawal  or
suspension  of  the  qualification  or  registration  of  the  Units,  or of any
exemption from such  registration or  qualification,  in any  jurisdiction.  The
Company  will  use  its  best  efforts  to  prevent  the  issuance  of any  such
modification,   rescission,   withdrawal   or   suspension   and,  if  any  such
modification,  rescission,  withdrawal or suspension is issued and the Placement
Agent so requests, to obtain the lifting thereof as promptly as possible.

        (e)Registration Statement Filing. The Company will file the Registration
Statement as required under Section 12 of the Unit Purchase Agreement

        (f)Press  Releases,  Etc. Except as otherwise required by applicable law
or the rules of a  regulatory  body,  the Company  shall not,  during the period
commencing  on the date  hereof  and  ending  thirty  (30) days  after the Final
Closing Date, issue any press release or other  communication,  make any written
or oral statement to any media organization or publication or





Pillar Investments Ltd.
January 15, 1998
Page 17


hold any  press  conference,  presentation  or  seminar,  or engage in any other
publicity  with  respect to the Company,  its  financial  condition,  results of
operations,  business,  properties,  assets,  or  liabilities,  or the Offering,
without the prior  consent of the  Placement  Agent,  which consent shall not be
unreasonably  withheld.  Upon the request of the  Placement  Agent,  the Company
shall  make a Rule  135(c)  (under  the Act)  announcement  with  respect to the
commencement of the Offering.

        (g)Public  Documents.  Following the Final Closing Date of the Offering,
the Company will furnish to the Placement Agent: (i) as soon as practicable (but
in the case of the annual report of the Company to its stockholders,  within one
hundred  twenty (120) days after the end of each fiscal year of the Company) one
copy of: (A) its annual  report to its  stockholders  (which annual report shall
contain  financial  statements  audited in accordance  with  generally  accepted
accounting  principles  in the United  States of America by a firm of  certified
public accountants of recognized standing),  (B) if not included in substance in
its annual report to  stockholders,  its annual report on Form 10-K, (C) each of
its  quarterly  reports to its  stockholders,  if any,  and if not  included  in
substance in its quarterly reports to stockholders, its quarterly report on Form
10-Q,  (D) each of its current  reports on Form 8-K,  and (E) a copy of the full
Registration Statement,  (the foregoing, in each case, excluding exhibits);  and
(ii) upon reasonable request,  all exhibits excluded by the parenthetical to the
immediately  preceding  clause  5(h)(i)(E)  and any  other  information  that is
generally  available  to the public.  In addition,  the Company upon  reasonable
request will meet with the Placement Agent or its representatives to discuss all
information  relevant for  disclosure  in any  Registration  Statement  covering
shares  purchased by Purchasers  from the Company and offered by them for resale
and will cooperate in any reasonable  investigation  undertaken by the Placement
Agent for the purpose of confirming the accuracy of the Registration  Statement,
including the production of information at the Company's offices.

        (h)Restrictions  on Securities.  During the thirty-six (36) month period
following  the Final Closing  Date,  the Company will not extend the  expiration
date or  decrease  the  exercise  price of any  options,  warrants,  convertible
securities or other similar  security  purchase rights without the prior written
consent of the Placement Agent.

        (i)Listing.  Following  any listing of the  Company's  securities on any
national market exchange, the Company will use its best efforts to promptly file
an application  for listing of additional  shares with the  applicable  exchange
and/or to take any other necessary  action to enable the  Unit-Underlying-Common
Stock (as defined in the Unit Purchase Agreement) to trade on such market.

        (j)Financial  Advisory  Agreement.  Prior to the Final Closing Date, the
Company  and the  Placement  Agent will enter into an  advisory  agreement  (the
"FINANCIAL  ADVISORY  AGREEMENT").  In no event  shall  the  Placement  Agent be
permitted to receive  compensation  in excess of the level which was approved by
the  holders  of the 9% Notes  pursuant  to the  Consent  referred  to under the
heading  "Offering  Summary - Terms of the  Securities  - Terms of the  Offering
Notes -





Pillar Investments Ltd.
January 15, 1998
Page 18


Subordination  Agreements"  in CTS #1. In addition,  if the  Alternative  Equity
Financing  does  take  place,  upon  the  execution  of the  Financial  Advisory
Agreement,  the Company will sell to the Placement  Agent and/or its  designees,
for $.001 per warrant,  warrants (the "ADVISORY WARRANTS", and together with the
Placement  Warrants,  the  "PLACEMENT  AND ADVISORY  WARRANTS")  to acquire such
number of shares of Common Stock equal to fifteen percent (15%) of the number of
shares of Common Stock included in Units (excluding  Common Stock underlying the
Offering  Warrants) received by Purchasers who exchange Units comprised of Notes
for  Units   consisting  of  Common  Stock  and  Alternative   Equity  Warrants,
exercisable for a period of five (5) years commencing on the Alternative  Equity
Financing Date at an exercise price equal to $2.40.

        (k)Consulting/Restructuring  Fee. The Placement  Agent shall be entitled
to  receive a  consulting/restructuring  fee of  $960,000  payable in the Common
Stock of the  Company  and valued at the market  price and  payable in three (3)
equal  installments when aggregate net proceeds of $25,000,000,  $30,000,000 and
$35,000,000 are received by the Company under private  placements by the Company
completed in 1998 to the extent  contemplated  by the Consent  dated January 12,
1998  given by  certain  9%  Noteholders  of the  Company  (including  the First
Offering) and/or pursuant to the Second Offering. The parties hereto acknowledge
and agree that as of the  commencement of the Second Offering the gross proceeds
from such private placements  aggregate  approximately  $19.3 million.  Such fee
shall be contingent upon the Company's  receipt of an opinion as to the fairness
to the  Company of such  payment  from a  financial  point of view  issued by an
investment  banking firm,  appraisal  firm or  accounting  firm, in each case of
national  standing.  The Company,  at its sole expense,  shall use  commercially
reasonable  efforts to secure such opinion as promptly as possible following the
execution of this  Agreement and shall  coordinate  and cooperate  with and will
furnish such information as is reasonably  requested to such investment  banking
firm,  appraisal  firm or  accounting  firm in  connection  with  such  fairness
opinion.

        (l)Company Insiders.  Officers,  directors or principal  stockholders of
the Company may invest in the Offering. Any such investments will be included in
calculating whether the 20 Units have been sold in the Minimum Offering, whether
the 400 or 150 (as applicable) Units have been sold in the Maximum Offering, and
whether the  applicable  Units have been sold pursuant to the Placement  Agent's
Option.

        (m)Placement  Agent Insiders.  Certain affiliates of the Placement Agent
may purchase  Units in the  Offering.  Affiliates  of the  Placement  Agent will
purchase Units net of cash commissions and the Expense  Allowance.  Accordingly,
the Placement Agent will not receive a commission, nor the Expense Allowance, on
the Units purchased by its affiliates, and the Company will receive net proceeds
equivalent  to the net proceeds  received  from the purchase of Units by persons
not affiliated with the Placement  Agent.  Any such investments by affiliates of
the Placement  Agent will be included in  calculating  whether the 20 Units have
been sold in the Minimum  Offering,  whether the 400 Units have been sold in the
Maximum  Offering  (or 150 Units  contemplated  for the  Second  Offering),  and
whether the  applicable  Units have been sold pursuant to the Placement  Agent's
Option.





Pillar Investments Ltd.
January 15, 1998
Page 19


        (n)Subscription  Checks.  All  subscription  checks  and funds  shall be
promptly and directly  delivered without offset or deduction to the bank account
at the Escrow Agent described in the Escrow Agreement.

        (o)No Statements. Except as otherwise required by law, the Company shall
not use the name of the Placement  Agent or any officer,  director,  employee or
shareholder thereof without the express written consent of the Placement Agent.

        (p)Company Advisors.  The Company covenants and represents that it shall
immediately  notify its  independent  accountants  and  patent,  regulatory  and
outside  corporate  counsel of the  pendency of the  Offering  and that  comfort
letters and legal  opinions will be required  prior to any closing.  The Company
agrees and represents that it will provide (i) preliminary  drafts of the CTS to
such firms for their review and comment and (ii) final drafts of the CTS to such
firms immediately upon its completion.

        (q)Placement  Agent  Approval  Rights.  The  Company,  without the prior
written consent of the Placement Agent, shall not use any of the proceeds of the
Offering (A) to repay any indebtedness of the Company, including but not limited
to any indebtedness to officers, employees,  directors or principal stockholders
of the Company,  except for indebtedness  existing as of November 5, 1997 as set
forth on a schedule  developed  by the  Company  and agreed to by the  Placement
Agent and except for  equipment  lease lines  secured  solely by the  underlying
equipment  and except for  payments  required to be made to Silicon  Valley Bank
under the Loan and Security  Agreement dated as of December 31, 1996 between the
Company  and  Silicon  Valley  Bank,  and as  subsequently  amended  (the  "LOAN
AGREEMENT"),  or (B) to  redeem,  repurchase  or  otherwise  acquire  any equity
security of the  Company.  The  Company  shall not,  without  the prior  written
consent of the Placement Agent: (x) incorporate, acquire, dissolve or dispose of
any  subsidiary  company;  (y)  enter  into or  execute  any  transactions  with
affiliates  of the  Company;  or (z) issue any debt  securities  of the  Company
except for equipment lease lines secured solely by the underlying equipment.





Pillar Investments Ltd.
January 15, 1998
Page 20




6.Indemnification.

        (a)The Company agrees to indemnify and hold harmless the Placement Agent
and each Selected  Dealer,  if any, and their respective  partners,  affiliates,
shareholders, directors, officers, agents, advisors, representatives, employees,
counsel  and  controlling  persons  within  the  meaning  of the Act (a  "PILLAR
INDEMNIFIED PARTY") against any and all losses, liabilities, claims, damages and
expenses whatsoever (and all actions in respect thereof),  and to reimburse such
Pillar  Indemnified  Party for  legal  fees and  related  expenses  as  incurred
(including,  but not  limited  to the costs of giving  testimony  or  furnishing
documents in response to a subpoena or  otherwise,  the costs of  investigating,
preparing, pursuing or defending any such action or claim whether or not pending
or threatened and whether or not the Placement  Agent or any Pillar  Indemnified
Party is a party thereto), insofar as such losses, liabilities,  claims, damages
or expenses arise out of, relate to, are incurred in connection  with, or are in
any way a result of, (i) the engagement of the Placement  Agent pursuant to this
Agreement and in connection with the transactions contemplated by this Agreement
and the other Offering Documents (the "ENGAGEMENT"), including any modifications
or future additions to such Engagement and related  activities prior to the date
hereof,  (ii) any act by the  Placement  Agent or any Pillar  Indemnified  Party
taken in connection with the Engagement,  (iii) a breach of any  representation,
warranty,  covenant,  or agreement of the Company  contained in this  Agreement,
(iv) the employment by the Company of any device, scheme or artifice to defraud,
or the engaging by the Company in any act,  practice or course of business which
operates or would operate as a fraud or deceit,  or any conspiracy  with respect
thereto,  in connection with the sale of the Units, or (v) any untrue  statement
or  alleged  untrue  statement  of a material  fact  contained  in the  Offering
Documents  or the  omission or alleged  omission  therefrom  of a material  fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;  provided, however, that the Company
will not be  liable in any such case if and to the  extent  that any such  loss,
claim, damage, liability or expense arises out of or is based upon (A) an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information  furnished by any such Pillar  Indemnified  Party in
writing  specifically  for  use in the  Offering  Documents  or  (B)  the  gross
negligence or willful  misconduct of such Pillar  Indemnified Party, but only to
the extent that it is  determined  in a final  judgment by a court of  competent
jurisdiction  that such loss,  liability,  claim,  damage and  expense  resulted
directly  from  the  gross  negligence  or  willful  misconduct  of such  Pillar
Indemnified Party.

        (b)The   Company   agrees  to  indemnify  and  hold  harmless  a  Pillar
Indemnified Party to the same extent as the foregoing indemnity,  and subject to
the limitations set forth therein,  against any and all loss, liability,  claim,
damage and expense whatsoever directly arising out of the exercise by any person
of any right under the Act or the  Exchange  Act or the  securities  or Blue Sky
laws of any state or similar laws of jurisdictions outside of the United States,
as applicable,  on account of violations of the  representations,  warranties or
agreements set forth in Section 2 hereof.





Pillar Investments Ltd.
January 15, 1998
Page 21


        (c)The  Placement  Agent  agrees  to  indemnify  and hold  harmless  the
Company,  the  Company's  directors,  officers,  employees,  counsel,  advisors,
representatives and agents and controlling persons within the meaning of the Act
(a "COMPANY  INDEMNIFIED PARTY") and each and all of them, to the same extent as
set forth in Section  6(a) of the  foregoing  indemnity  from the Company to the
Placement  Agent,  but only (a) with reference to  information,  relating to the
Placement  Agent,  furnished  in writing to the Company by the  Placement  Agent
specifically  for inclusion in the Offering  Documents or (b) to the extent that
any losses, claims, damages, and liabilities in respect of which indemnification
is claimed are finally  judicially  determined  to have  resulted  primarily and
directly from the bad faith or gross negligence of the Placement Agent.

        (d)The  Placement  Agent agrees to indemnify and hold harmless a Company
Indemnified Party to the same extent as the foregoing indemnity,  and subject to
the limitations set forth therein,  against any and all loss, liability,  claim,
damage and expense whatsoever directly arising out of the exercise by any person
of any right under the Act or the  Exchange  Act or the  securities  or Blue Sky
laws of any state or similar laws of jurisdictions outside of the United States,
as  applicable,  on  account  of  material  violations  of the  representations,
warranties or agreements set forth in Section 3 hereof.

        (e)Promptly  after  receipt  by a  person  entitled  to  indemnification
pursuant to  subsection  (a), (b), (c) or (d) (an  "INDEMNIFIED  PARTY") of this
Section of notice of the commencement of any action, the indemnified party will,
if a  claim  in  respect  thereof  is to  be  made  against  a  person  granting
indemnification (an "INDEMNIFYING PARTY") under this Section,  notify in writing
the  Indemnifying  Party of the  commencement  thereof;  but the  omission so to
notify the  Indemnifying  Party will not relieve it from any liability  which it
may have to the Indemnified Party otherwise than under this Section. In case any
such  action is brought  against  an  Indemnified  Party,  and it  notifies  the
Indemnifying Party of the commencement  thereof,  the Indemnifying Party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other indemnifying party similarly notified,  to assume the defense thereof,
subject to the provisions herein stated, with counsel reasonably satisfactory to
the  Indemnified  Party,  and after  notice from the  Indemnifying  Party to the
Indemnified  Party  of its  election  so to  assume  the  defense  thereof,  the
Indemnifying  Party will not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation incurred at the
request of the Indemnifying Party. The Indemnified Party shall have the right to
employ  separate  counsel in any such action and to  participate  in the defense
thereof,  but the fees and expenses of such counsel  shall not be at the expense
of the Indemnifying  Party if the Indemnifying  Party has assumed the defense of
the action  with  counsel  reasonably  satisfactory  to the  Indemnified  Party;
provided  that the fees and expenses of such counsel  shall be at the expense of
the  Indemnifying  Party  if  (i)  the  employment  of  such  counsel  has  been
specifically  authorized in writing by the Indemnifying  Party or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
Indemnified  Party or Parties and the Indemnifying  Party and, in the opinion of
counsel of the  Indemnified  Party,  a conflict of interest  exists between such
parties in which case the  Indemnifying  Party  shall





Pillar Investments Ltd.
January 15, 1998
Page 22


not have the  right to  assume  the  defense  of such  action  on  behalf of the
Indemnified  Party  or  Parties,   it  being  understood,   however,   that  the
Indemnifying Party shall not, in connection with any one such action or separate
but substantially  similar or related actions in the same  jurisdiction  arising
out of the  same  general  allegations  or  circumstances,  be  liable  for  the
reasonable fees and expenses of more than one separate firm of attorneys for the
Indemnified  Party or Parties.  No settlement,  compromise,  consent to entry of
judgment or other termination of any action  (collectively,  "TERMINATIONS")  in
respect  of which  an  Indemnified  Party  may  seek  indemnification  hereunder
(whether or not such Indemnified Party is a party thereto) shall be made without
the prior written consent of such Indemnified  Party,  which such consent may be
withheld at the sole discretion of such Indemnified  Party,  provided,  however,
that the foregoing  requirement of prior written consent for Terminations  shall
not  apply to the  Placement  Agent's  authority  to agree to such  Terminations
without  the prior  written  consent  of any  Pillar  Indemnified  Party,  which
authority shall remain unrestricted.

        (f)Notwithstanding  any  of  the  provisions  of  this  Agreement,   the
aggregate  indemnification  or  contribution  of the  Placement  Agent for or on
account of any  losses,  claims,  damages,  liabilities  or  actions  under this
Section 6, Section 7 or any other  applicable  section of this Agreement,  shall
not exceed the  compensation  received by it  pursuant to Section 4 hereof.  The
respective  indemnity  and  contribution  agreements  by  the  Company  and  the
Placement  Agent  contained in  subsections  (a),  (b), (c), (d) and (e) of this
Section 6 and Section 7, and the  covenants,  representations  and warranties of
the Company and the Placement Agent set forth in Sections 1, 2, 3, 4 and 5 shall
remain   operative  and  in  full  force  and  effect   regardless  of  (i)  any
investigation made by the Placement Agent, on the Placement Agent's behalf or by
or on behalf of any person who controls the Placement  Agent, the Company or any
controlling  person of the Company or any  director  or officer of the  Company,
(ii)  acceptance  of any  of  the  Units  and  payment  therefor  or  (iii)  any
termination of this Agreement,  and shall survive the delivery of the Units, and
any  successor  of the  Placement  Agent or of the  Company or of any person who
controls  the  Placement  Agent or the  Company,  as the  case may be,  shall be
entitled  to  the  benefit  of  such  respective   indemnity  and   contribution
agreements.  The respective indemnity and contribution agreements by the Company
and the Placement Agent  contained in subsections  (a), (b), (c) and (d) of this
Section 6 and Section 7 shall be in addition to any liability  which the Company
and the Placement Agent may otherwise have.





Pillar Investments Ltd.
January 15, 1998
Page 23


7.Contribution.

        (a)To provide for just and equitable contribution, if (i) an indemnified
party makes a claim for indemnification pursuant to Section 6 but it is found in
a final  judicial  determination,  by a court  of  competent  jurisdiction,  not
subject to further appeal, that such indemnification may not be enforced in such
case, even though this Agreement  expressly provides for indemnification in such
case, or (ii) any indemnified or indemnifying party seeks contribution under the
Act,  the  Exchange  Act, or  otherwise,  then the Company  (including  for this
purpose any contribution made by or on behalf of any officer, director, employee
or agent for the Company, or any controlling person of the Company),  on the one
hand,  and the  Placement  Agent and any Selected  Dealers  (including  for this
purpose any contribution by or on behalf of an indemnified  party), on the other
hand, shall contribute to the losses, liabilities, claims, damages, and expenses
whatsoever  to which  any of them may be  subject,  in such  proportions  as are
appropriate to reflect the relative benefits received by the Company, on the one
hand,  and the  Placement  Agent and the  Selected  Dealers,  on the other hand;
provided,  however, that if applicable law does not permit such allocation, then
other  relevant  equitable  considerations  such as the  relative  fault  of the
Company and the Placement Agent and the Selected  Dealers in connection with the
facts which resulted in such losses, liabilities,  claims, damages, and expenses
shall also be  considered.  In no case shall the  Placement  Agent or a Selected
Dealer be responsible for a portion of the contribution  obligation in excess of
the  compensation  received by it  pursuant to Section 4 hereof or the  Selected
Dealer  agreement,  as the  case  may  be.  No  person  guilty  of a  fraudulent
misrepresentation  shall be entitled to contribution  from any person who is not
guilty of such  fraudulent  misrepresentation.  For  purposes of this Section 7,
each  person,  if any, who controls  the  Placement  Agent or a Selected  Dealer
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
and each  officer,  director,  stockholder,  employee and agent of the Placement
Agent or a Selected  Dealer,  shall have the same rights to  contribution as the
Placement Agent or the Selected Dealer, and each person, if any who controls the
Company  within the  meaning  of  Section 15 of the Act or Section  20(a) of the
Exchange  Act and each  officer,  director,  employee  and agent of the Company,
shall have the same rights to contribution as the Company,  subject in each case
to the  provisions of this Section 7. Anything in this Section 7 to the contrary
notwithstanding,  no party shall be liable for contribution  with respect to the
settlement of any claim or action  effected  without its written  consent.  This
Section 7 is intended to supersede any right to contribution  under the Act, the
Exchange Act, or otherwise.

8.Miscellaneous.

        (a)Survival.  Any termination of the Offering  without any Closing shall
be  without  obligation  on the part of any  party  except  that the  provisions
regarding  fees and expenses  contained  in Section  5(b),  the  indemnification
provided in Section 6 hereof and the  contribution  provided in Section 7 hereof
shall survive any termination and shall survive any Closing.

        (b)Representations, Warranties and Covenants to Survive Delivery. Except
as provided





Pillar Investments Ltd.
January 15, 1998
Page 24


in  Section  8(a),  the  respective  representations,  warranties,  indemnities,
agreements,  covenants  and other  statements  of the Company and the  Placement
Agent as of the date  hereof  shall  survive  execution  of this  Agreement  and
delivery of the Units and the termination of this Agreement.

        (c)No Other  Beneficiaries.  This Agreement is intended for the sole and
exclusive  benefit of the parties  hereto and their  respective  successors  and
controlling  persons,  and no other person,  firm or corporation  shall have any
third-party beneficiary or other rights hereunder.

        (d)Governing  Law. This Agreement  shall be governed by and construed in
accordance  with the law of the State of New York without  regard to conflict of
law provisions.

        (e)Counterparts.  This Agreement may be signed in counterparts  with the
same effect as if both parties had signed one and the same instrument.

        (f)Notices. Any communications  specifically required hereunder to be in
writing, if sent to the Placement Agent, will be mailed, delivered and confirmed
to it at 28 Avenue de Messine, 75008 Paris France, Attn: Youssef El Zein, with a
copy to Sachnoff & Weaver,  Ltd.,  Suite 2900, 30 South Wacker  Drive,  Chicago,
Illinois,  60606, Attn: Lance Rodgers,  Esq. and if sent to the Company, will be
mailed,  delivered or  telegraphed  and confirmed to it at Hybridon,  Inc.,  155
Fortune Boulevard, Milford,  Massachusetts 01757, Attn: Chief Executive Officer,
with a copy to Kramer,  Levin,  Naftalis & Frankel,  919 Third Avenue, New York,
New York 10022, Attn: Monica C. Lord, Esq.

         (g) Termination.  Subject to the general survival provisions  contained
in Sections  8(a) and 8(b) and, in the event of a  termination  by the  Company,
provided that the Company pays the five hundred thousand ($500,000)  termination
fee and expenses set forth in Section 5(b),  this Agreement may be terminated by
either party prior to the end of the Offering  Period upon written notice to the
other party.

         (h) Entire Agreement.  This Agreement  constitutes the entire agreement
of the parties with respect to the matters  herein  referred and  supersedes all
prior agreements and understandings,  written and oral, between the parties with
respect to the subject matter hereof. Neither this Agreement nor any term hereof
may be  changed,  waived or  terminated  orally,  but only by an  instrument  in
writing signed by the party against which  enforcement of the change,  waiver or
termination is sought.

         (i) Nothing contained herein or otherwise shall create a partnership or
joint venture between the Placement Agent and the Company.

         (j) The  headings  and  captions  of the various  subdivisions  of this
Agreement are for  convenience  or reference  only and shall in no way modify or
affect the meaning or construction of any of the terms or provisions hereof.





Pillar Investments Ltd.
January 15, 1998
Page 25


If you find the foregoing is in accordance with our  understanding,  kindly sign
and return to us a counterpart hereof,  whereupon this instrument along with all
counterparts will become a binding agreement between us.

Very truly yours,

HYBRIDON, INC.



By: _____________________________
Name: ___________________________
Title: __________________________

Agreed to by:

PILLAR INVESTMENTS LTD.


By: _____________________________
Name: ___________________________
Title: __________________________