Nexell Therapeutics Inc – ‘DEFA14A’ on 11/26/97

As of:  Wednesday, 11/26/97   ·   Accession #:  950130-97-5330   ·   File #:  0-28124

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Schedule 14A                                           3     13K 

DEFA14A
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934

Filed by the Registrant [X] 
  Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_]  Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by   
Rule 14a-6(e)(2)  
[_]  Definitive Proxy Statement 
  [X]  Definitive Additional Materials
 [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VIMRx PHARMACEUTICALS INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[_]No fee required.                                             
     [_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.                                                     

  (1)  Title of each class of securities to which transaction applies:

     ---------------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies: 

     ---------------------------------------------------------------------------
   (3)  Per unit price or other underlying value of transaction computed
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):        

     ---------------------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction:             

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(5)  Total fee paid:                                              

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[X]  Fee paid previously with preliminary materials:              
$18,000 
     ---------------------------------------------------------------------------
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule  
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the form or schedule and the date of its filing.                                

DEFA14A
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SUPPLEMENT TO PROXY STATEMENT 
DATED NOVEMBER 5, 1997  

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VIMRX PHARMACEUTICALS INC.  

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

SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON DECEMBER 16, 1997 

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

The letter to stockholders on the reverse side hereof supplements the Proxy 
Statement of VIMRx Pharmaceuticals Inc. dated November 5, 1997.                 

The Private Securities Litigation Reform Act of 1995 provides a "safe       
harbor" for certain forward-looking statements. The forward-looking statements  
contained in this Proxy Statement Supplement are subject to certain risks and   
uncertainties. Actual results could differ materially from current              
expectations. Among the factors which could cause the results to differ from    
those contained in the forward-looking statements contained herein are the      
ability to gather and process the data and information requested on a timely    
basis, success of the Company's clinical trials, delays in receiving FDA or     
other regulatory approvals and the development of competing therapies and/or    
technologies by other companies.                                                

The date of this Proxy Statement Supplement is November 26, 1997. 

DEFA14A
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VIMRX PHARMACEUTICALS INC.  
2751 CENTERVILLE ROAD 
SUITE 210 
LITTLE FALLS II 
WILMINGTON, DELAWARE 19808  

                                                             November 26, 1997

Dear Stockholder:                                                               

Last month, VIMRx Pharmaceuticals Inc. and Baxter Healthcare Corporation    
signed definitive agreements to form a new cell therapy company to develop and  
market innovative treatments for cancer and other life-threatening diseases.    
Since that announcement, we have received additional information related to     
the U.S. regulatory review and approval time line of the company's lead         
product.                                                                        

As background, the main product of the newly formed company will be the     
Isolex(R) 300 Cell Selection System which is used to isolate stem cells, the    
parent cells of all blood cells, from the blood or bone marrow. These cells     
can restore the patient's blood and immune systems which may be impaired by     
disease or as a result of aggressive cancer therapy. The Isolex(R) 300, and an  
integrated, fully automated machine--the Isolex(R) 300i, are approved and       
marketed in Europe. The first generation machine, the Isolex(R) 300, is         
currently under submission with the U.S. Food and Drug Administration (FDA)     
and regulatory authorities in Japan.                                            

Late last week, the FDA, in written communications to Baxter, requested the 
submission of additional data and information on the Isolex(R) 300 as a         
prerequisite to the FDA's processing of the application. Although approval      
cannot be assured, Baxter and VIMRx believe that the FDA's requests can be      
satisfactorily addressed and that an application amendment can be forwarded to  
the FDA within several months. Once data are submitted, the FDA then has 180    
days to respond.                                                                

It is also our intention to submit a supplemental application to the FDA to 
request approval of the Isolex(R) 300i Cell Selection System within the same    
time period. The application, and potential future approval of the Isolex(R)    
300i, would be important because the fully automated machine provides           
additional user conveniences to the health care community.                      

A request contained in the letter from the FDA is for additional clinical   
data on the reduction of tumor cells within the selected stem cell product      
from studies using both the Isolex(R) 300 and the Isolex(R) 300i. The           
requested information is currently being extracted from existing clinical data  
and will be forwarded to the FDA. The inclusion of these data in the            
application may enable the new company to strengthen the future labeling and    
marketing claims for both of the cell selection devices.                        

In summary, the FDA has requested additional data before they can process   
the Isolex(R) 300 application. We believe that the regulatory questions are     
reasonable and can be responded to satisfactorily. A decision from the FDA is   
now anticipated in mid-1998. Finally, the new company will file a supplemental  
application for the Isolex(R) 300i automated cell selection device within a     
similar time frame--which would be an important development for the new         
company, healthcare community and patient populations.                          

We continue to be very enthusiastic about the cell therapy business.        
Everything is on track to close the transaction in December 1997, pending       
VIMRx shareholder approval. As I have stated in the past, the alliance with     
Baxter and its future business prospects is a transforming event for VIMRx. If  
you have any questions, please call Laura A. Mastrangelo, Vice President of     
Corporate Communications, at 302-998-1734. Thank you for your interest in our   
growing business and your continued support.                                    

Cordially,      

      /s/ Richard L. Dunning

  Richard L. Dunning
                     President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
		12/16/97		2					PREM14A
Filed on:		11/26/97		2		3
		11/5/97		2
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