SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K
Mark One:

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                   For the fiscal year ended December 31, 2001
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission File Number 0-27324

                       SYNAPTIC PHARMACEUTICAL CORPORATION

             (Exact name of registrant as specified in its charter)


                  Delaware                              22-2859704
        (State or other jurisdiction       (I.R.S. Employer Identification No.)
     of incorporation or organization)
              215 College Road
                Paramus, NJ                              07652
  (Address of principal executive offices)             (Zip Code)


                                 (201) 261-1331
              (Registrant's telephone number, including area code)

                    Securities registered pursuant to Section
                               12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
 Rights to Purchase Series A Junior Convertible Preferred Stock,
                            par value $.01 per share
                                (Title of Class)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934, as amended (the  "Exchange  Act"),  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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The approximate  aggregate market value of the voting and non voting common
equity held by non-affiliates of the registrant was approximately $40,300,000 as
of  February  15,  2002,  based upon the  closing  price of the Common  Stock as
reported  on The  Nasdaq  Stock  Market  on  such  date.  For  purposes  of this
calculation, shares of Common Stock held by directors, officers and stockholders
whose  ownership in the  registrant  is known by the  registrant  to exceed five
percent have been  excluded.  This number is provided  only for purposes of this
report and does not represent an admission by either the  registrant or any such
person as to the status of such person.

     As of February 15, 2002,  there were 10,969,990  shares of the registrant's
Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Synaptic Pharmaceutical  Corporation Proxy Statement, to be
filed not later than 120 days after  December 31, 2001, in  connection  with the
registrant's  2002  Annual  Meeting of  Stockholders,  referred to herein as the
"Proxy Statement," are incorporated by reference into Part III of this Report on
Form 10-K.








                       SYNAPTIC PHARMACEUTICAL CORPORATION
      INDEX TO REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2001



                                     Part I

   Item 1.  Business......................................................1

   Item 2.  Properties...................................................15

   Item 3.  Legal Proceedings............................................15

   Item 4.  Submission of Matters to a Vote of Securityholders...........16

                                     Part II

   Item 5.  Market For Registrant's Common Equity and Related
               Stockholder Matters.......................................17

   Item 6.  Selected Financial Data......................................18

   Item 7.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations.................................18

   Item 8.  Financial Statements.........................................36

   Item 9.  Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.......................55

                                    Part III

   Item 10.  Directors and Executive Officers of the Registrant..........55

   Item 11.  Executive Compensation......................................55

   Item 12.  Security Ownership of Certain Beneficial Owners
                and Management...........................................55

   Item 13.  Certain Relationships and Related Transactions..............55

                                     Part IV

   Item 14.  Exhibits, Financial Statement Schedules and Reports
                on Form 8-K..............................................56

                                      (i)







                                     Part I

Item 1.  Business

Overview

     Synaptic Pharmaceutical Corporation ("Synaptic",  the "company" or "we") is
a drug discovery  company using its proprietary  portfolio of G  protein-coupled
receptors ("GPCRs") as the basis for developing new drugs for the treatment of a
variety of human disorders. GPCRs represent a family of human receptors that are
involved  with a broad  range of  physiological  functions  in the  body.  Human
receptors are protein  molecules that exist on the surface membrane of all cells
and affect cell  activity.  Human  receptors are associated  with  physiological
functions  and,  sometimes,  disorders.  The company and its  licensees  conduct
research  to  discover  the  function  of  specific  GPCRs in the human body and
physiological  disorders  with  which  they  may  be  associated.  We  use  this
information to design  compounds that bind to  and change  the function of these
GPCRs.  These  compounds  have the potential to be developed into drugs to treat
disorders  with  which the  GPCRs are  associated.  Our goal is to  develop  the
compounds we design into commercially viable drugs.

     Since  the  company's  inception  in 1987,  we have  developed  significant
expertise in the molecular biology,  pharmacology and medicinal chemistry of the
GPCR family.  We selected  this human  receptor  family  because GPCRs have been
shown to be attractive drug targets.  Drugs that work by interacting  with GPCRs
are  already   commercially   available  for  a  wide  variety  of   therapeutic
indications.  The GPCR  family  is  estimated  to  include  approximately  1,000
distinct human receptors.  Of these,  approximately 500 receptors are thought to
be useful  targets for drug  discovery.  Accordingly,  we believe that there are
substantial  opportunities to develop  novel drugs by targeting receptors within
the GPCR family.

     Since inception,  we have based our drug discovery efforts on genomics, the
discovery  and  cloning of genes,  and  functional  genomics,  the  technologies
involved in identifying  the  physiological  function of a given  receptor.  Our
genomics  program focuses on genes for GPCRs.  Our functional  genomics  program
enables us to prioritize which targets to pursue in our drug discovery  programs
and focus our drug  discovery  efforts on the  targets  that are most  likely to
produce  marketable  drugs.  We use the  biological  method,  as  opposed to the
chemical   method,   in  our  functional   genomics   efforts  to  identify  the
physiological  functions of receptors.  The  biological  method  involves  first
identifying  the specific  natural  chemical,  or ligand,  with which a receptor
preferentially  interacts.  We believe that  knowing the natural  ligand for the
receptor  provides  a wealth  of  pharmacological  insights  that are  extremely
important  in  determining  whether a given  receptor  will be a  valuable  drug
discovery target.

     We believe  that our  competitive  advantage  derives from being one of the
first  companies  involved in genomics  and  functional  genomics,  and from our
ability to identify  natural ligands for newly discovered  receptors.  As one of
the first  companies in these areas,  we have  accumulated a significant  patent
estate around the more valuable parts of the GPCR family, which provides us with
lead time relative to our  competitors for drug targets that we choose to pursue
on our own. As of February 1, 2002, we had been awarded 150 patents  relating to
our GPCR  efforts.  Currently we are  pursuing  GPCR drug targets that appear to
influence   physiological   functions   related  to  the  therapeutic  areas  of
depression,  obesity,  diabetes, and pain. The company's goal is to advance drug
programs  into  clinical  trials thus  creating a portfolio of drug  development
opportunities. As individual drug development programs enter clinical trials, we
will evaluate whether to develop them on our own or  out-license  them to  other
pharmaceutical or biotechnology companies.

     Over the first thirteen years of our existence, we entered into a number of
collaborative or licensing  arrangements with  pharmaceutical  companies.  These
arrangements  generally provide for

                                       1


milestone  payments and royalties,  of which
Synaptic  will  be  the  beneficiary,   as  compounds  being  developed  by  the
collaborator or licensee move through clinical  development and onto the market.
Our  business  model  contemplates  a  combination  of licensed  programs  being
developed by others and a number of internal drug  development  programs that we
are  pursuing  on  our  own  as  the  best  means  of  creating  value  for  our
shareholders.

     Discussions in this report refer to various  phases of preclinical  testing
and  clinical  trials.  For a  description  of  these  phases,  see  "Government
Regulation" below.


Business Model

     Synaptic's  business model involves the creation,  independently as well as
with our collaborative partners and licensees, of a diversified pipeline of GPCR
discovery  and  development  programs.  We employ the  following  strategies  to
achieve our objectives:

     Business  Strategy:  To develop  compounds  initially  through Phase II and
eventually to take products onto the market.

     Our goal is to use our GPCR  expertise to discover  and move drugs  through
the clinical  development  process and onto the market. To achieve that goal, we
select GPCR  targets for drug  discovery  and  development  programs in areas in
which we believe  that time to market  and our  intellectual  property  position
provides us with an advantage over our competition.

     Research  Strategy:  To  discover  and  design  potential  drugs  utilizing
Synaptic's  large  portfolio of proprietary  GPCR targets and its small molecule
chemical library.

     Our  principal  research  strategy  is to discover  and design,  or to have
collaborative partners and other licensees discover and design,  potential drugs
through  the use of our GPCR  technologies  and  expertise.  The company and its
licensees  are using these  technologies  to  identify  and  optimize  drug-like
chemical  series  for  further  development.  From time to time we may  evaluate
opportunities to in-license  drug-like  chemical series that interact with GPCRs
and that are complementary to our drug development portfolio.

     Research  Strategy:  To  develop  a  broad  array  of  functional  genomics
technologies.

     Our  second  research  strategy  is to use  animal  models  to  attempt  to
establish the functions,  or "proof of concept,"  of individual  GPCRs.  We have
developed,  and will continue to attempt to develop and integrate,  technologies
that facilitate an understanding  of the various  functions of specific GPCRs in
the body.

     Financial  Strategy:  To utilize the capital markets,  the company's patent
estate and its  developed  technologies  as the basis for funding the  company's
drug discovery and development programs.

     Our primary  financial  strategy is to access the capital markets as needed
to finance the costs of our research  and  development  efforts  until we or our
licensees  can bring  commercially  viable  products  to market.  We create some
revenues by granting  licenses  to third  parties to use  portions of our patent
estate  and some of the drug  discovery  technologies  we have  created,  and by
forming collaborative  arrangements through which third parties fund some of our
research efforts.

     Research and Drug Discovery Programs:  Focus on G Protein-Coupled  Receptor
Family

                                       2


     We use our GPCR  technology  in a number  of  different  research  and drug
discovery programs. We conduct some of these programs independently, and some in
collaboration with other pharmaceutical  companies. Some of our licensees pursue
their own programs in which we have no continuing involvement.

     Total operating  expenses incurred by Synaptic for each of the fiscal years
2001, 2000 and 1999 were $25,610,000, $20,212,000 and $19,652,000, respectively,
of which approximately $1,157,000, $1,021,000 and $1,759,000,  respectively, was
funded by our  collaborative  partners.  We incurred  research  and  development
expenses of $17,990,000,  $14,360,000 and $14,592,000 for the fiscal years 2001,
2000 and 1999 respectively. For further information about revenues, expenses and
assets, see "Selected Financial Data," in PART II. Item 6, hereof.

                 Summary of Research and Drug Discovery Programs

Company Programs:

     We are  currently  focusing our internal drug  development  efforts on five
drug  discovery  programs.  We chose these drug  discovery  programs  because we
believe  we have a  competitive  advantage  through  our  intellectual  property
position  and/or  through our  identification  of a novel  function for the GPCR
targets on which the programs are based.  Set forth below is a brief  summary of
these programs:

--------------------------------------------------------------------------------
GPCR Targets         Therapeutic Indications             Status
--------------------------------------------------------------------------------

SCT - 11              Depression                         Phase I

MCH - 1               Obesity                            Preclinical

SCT - X               Anxiety/Depression                 Preclinical

SCT - Y               Depression                         Preclinical

Various               Urinary Incontinence, Pain,        Research
                      Diabetes and CNS Disorders
--------------------------------------------------------------------------------


     Depression

     More than 19 million  American adults (9.5% of the population)  suffer from
depression.  Treatment  includes  medication,  short-term  psychotherapy,  or  a
combination  of both.  Untreated  depression can be costly.  A RAND  Corporation
study  concluded that patients with  depressive  symptoms spend more days in bed
than  those  with  diabetes,   arthritis,   back  problems,   lung  problems  or
gastrointestinal  disorders.  Estimates  of the total  annual cost of  untreated
depression in 1990 ranged from $30-$44  billion in the United  States alone.  Of
the $44 billion figure,  lost workdays  account for close to $12 billion of this
cost.  Additionally,  more than $11 billion in other costs accrue from decreased
productivity  due to  symptoms  that sap  energy,  affect  work  habits or cause
problems with concentration, memory and decision-making.

     A number of different  pharmacological  approaches  have been  developed to
treat  depression.  The first  generation  of drugs shown to be effective in the
treatment of depression, such as the tricyclic antidepressants,  lithium and the
monoamine oxidase inhibitors,  have side effects that limit their effectiveness.
More  recently,   selective  serotonin  reuptake  inhibitors  (SSRIs),  such  as
Prozac(R),  Zoloft(R),  Paxil(R)  and  Celexa(R),  have been

                                       3


shown to be highly
effective  in the  treatment  of many  forms of  depression.  A  number  of SSRI
compounds  are now  approved  for  marketing,  and these  drugs have  captured a
significant market share.  However,  all of these currently available drugs have
deleterious side effects that may limit their use in many patients. In addition,
these  drugs are  effective  only after a lag period of days to weeks  following
initial  administration.  This lag time can be a serious problem,  especially in
the depressed suicidal patient.  Furthermore,  there are a significant number of
patients who do not  adequately  respond to any of the currently  available drug
therapies.

     Our most advanced compound, which utilizes a GPCR target we call SCT-11, is
currently in Phase I clinical trials. Compounds that interact with this receptor
are  active  in a variety  of animal  models of  depression.  Since  this  novel
approach  targets a GPCR rather  than a reuptake  target,  it is  possible  that
compounds that act through this mechanism may be safer and more efficacious than
existing antidepressants.

     Obesity

     Current  research  in  obesity   indicates  that  a  person's  appetite  is
controlled by a complex  network of signals that are exchanged  between the body
and the brain. For over a decade,  scientists at Synaptic have been working with
the GPCRs  that are key  components  in this  complex  network  of  signals.  We
hypothesize  that a number of  receptors in the GPCR  family,  including,  among
others,   the   serotonin   2C   receptor,   the  galanin   GPCR   family,   the
melanin-concentrating  hormone  ("MCH")  receptor(s)  and additional  GPCR's for
which we have not  disclosed  the  ligand,  may be  potential  targets  for drug
discovery programs which might be used to treat obesity.

     The  medications  most often used in the management of obesity are commonly
known as "appetite suppressant"  medications.  Appetite suppressant  medications
promote weight loss by decreasing appetite or increasing the feeling of satiety.
These    medications    decrease    appetite   by   increasing    serotonin   or
catecholamines--brain  chemicals that affect appetite,  as well as mood. Most of
the currently  available  appetite  suppressant  medications are approved by the
U.S. Food and Drug Administration  (FDA) for short-term use, meaning a few weeks
or months.  Meridia(R) is the only appetite suppressant  medication approved for
longer-term  use in  significantly  obese  patients,  although  its  safety  and
effectiveness have not been established for use beyond one year.

     MCH - A GPCR target the company believes is related to obesity is the MCH-1
receptor. The natural ligand, MCH, stimulates feeding in rats. In addition, rats
lacking  the MCH gene  are  lean.  Synaptic  identified  the gene for the  MCH-1
receptor, as well as the natural ligand, by means of its proprietary  technology
platform. Synaptic's chemists have designed compounds that have allowed proof of
concept in animal feeding  models.  This program is currently at the preclinical
stage of development.

     Diabetes

     Diabetes  Mellitus  is  a  significant  health  problem   characterized  by
hyperglycemia  resulting  from  impairment in insulin  secretion  and/or insulin
action.  Type II  diabetes  affects  more than 16  million  adults in the United
States and places these individuals at high risk for serious damage to the eyes,
nerves, kidneys and cardiovascular system. There is a high incidence of diabetes
in  patients  who suffer  from  obesity,  and as  obesity  rates  worldwide  are
increasing, so too is the prevalence of diabetes. Current therapies for diabetes
include insulin  replacement  via injections  which must be timed and dosed very
carefully,  insulin  sensitizers  such as  Rezulin(R),  which  can  cause  liver
toxicity,  and  Avandia(R)  and  Actos(R),  which  are very  new to the  market.
Sulfonylureas and meglitinides such as Prandin(R) can cause hypoglycemia and are
contraindicated  in  kidney  disease.   Glucose  production   blockers  such  as
Glucophage(R) can cause general intestinal irritation and are not

                                       4


recommended if
liver, kidney or heart disease are present,  and alpha glucosidase blockers such
as Precose(R) can cause general intestinal cramping and flatulence.

     Scientists at Synaptic, utilizing their expertise in GPCRs, have identified
a novel receptor that is localized  predominantly  in the human pancreas.  Using
the company's proprietary  technology,  the natural ligand for this receptor was
identified.  The localization of this GPCR in the human pancreas, as well as the
biology that is known about the natural  ligand,  make this receptor a candidate
for  the   discovery   and   development   of  a  drug   that   will   stimulate
glucose-dependent insulin release. Preliminary studies at Synaptic have verified
that the ligand for this  receptor  stimulates  the  secretion  of insulin  from
isolated rat pancreatic  islets.  The program is currently in the research stage
of development.

     Trace Amines

     Scientists at Synaptic have  discovered and cloned a new class of receptors
that are sensitive to "Trace Amines," a family of chemical messengers thought to
play a role in a variety of illnesses including depression, psychosis, migraine,
asthma, and hypertension. We are expanding our drug discovery efforts to include
this new class of GPCRs.  Over the last 20 years,  several lines of evidence had
pointed to trace amines as neurotransmitters and neuromodulators; however, until
our  discovery,  researchers  had been unable to find Trace Amine  receptors  in
mammalian systems.

     Trace Amines that act on the newly discovered  receptors  include tyramine,
tryptamine  and  (beta)-phenyethlamine.  Trace  Amines  are  closely  related to
biogenic  amines,  which  include  the  classical  neurotransmitters  serotonin,
dopamine and norepinephrine.  The receptors and transporters for biogenic amines
are the  targets  for a number of drugs that treat  depression,  heart  disease,
migraine headache,  ulcers and allergy. We believe that the similarities between
Trace Amines and biogenic amines make Trace Amine receptors  attractive  targets
for discovering drugs and developing treatments for a wide variety of disorders.
The  company's  program in Trace Amine  receptors  is  currently in the research
stage of development.

Joint Research Programs

     A key element of Synaptic's  business strategy is to leverage resources and
to  attempt  to  generate   royalty-based  revenues  through  collaborative  and
licensing  arrangements with other  pharmaceutical  companies.  We are currently
collaborating with two pharmaceutical companies pursuant to: (i) the Cooperation
Agreement dated January 12, 1998, as amended (the "Grunenthal Agreement"),  with
Grunenthal GmbH  ("Grunenthal") and (ii) the Collaborative  Research and License
Agreement  dated  January  24,  2000  (the  "Kissei  Agreement"),   with  Kissei
Pharmaceutical  Co.,  Ltd.  ("Kissei").  At the time  that  these  collaborative
arrangements were established,  we granted  Grunenthal and Kissei certain rights
with respect to our  technology  and patent  rights.  Set forth below is a brief
summary of these collaborative arrangements:

--------------------------------------------------------------------------------
Company                Program                         Primary Indication
--------------------------------------------------------------------------------

Grunenthal             Drug Discovery                  Pain

Kissei                 Gene Discovery, Cloning
                        and Proof of Concept           Undisclosed
--------------------------------------------------------------------------------

     Grunenthal Collaboration

                                       5


     In January 1998, we and Grunenthal  entered into the  Grunenthal  Agreement
pursuant to which we and Grunenthal agreed to collaborate in the  identification
and development of drugs for the alleviation of pain by using our  complementary
technologies.  We have  cloned  the genes for many  receptors  whose  biological
functions are not known,  whereas  Grunenthal  has a broad  expertise in various
animal models of pain. As a result,  the collaboration  involves the coupling of
the company's human  receptor-targeted  drug design technology with Grunenthal's
expertise in pain-related  technology in an attempt first to identify  receptors
that  could  be  targets  of  drugs  that  alleviate  pain.  Ultimately,  we and
Grunenthal hope to design and develop drugs targeted to these receptors.

     Under the terms of the Grunenthal Agreement, we agreed to make available to
Grunenthal,  for evaluation,  all receptors (to the extent not already  licensed
exclusively to a third party) which we first cloned from tissues known to play a
role in the  mediation  of pain and for which there is  currently  evidence of a
role in the mediation of pain or whose function has not yet been elucidated.  We
further agreed that during the evaluation  period applicable to the receptors or
during the period over which  activities  involving  any such receptor are being
jointly  conducted  with  Grunenthal,  we  would  not  pursue  these  receptors,
independently  or with any third party,  as targets of potential  drugs used for
the alleviation of pain.

     The  terms of the  Grunenthal  Agreement  provide  that the  companies  are
responsible  for their own expenses  incurred  during the research  stage of any
project undertaken as part of the collaboration but will each be responsible for
50% of all development costs incurred as part of the project with respect to any
resulting drug candidates up to the  commencement of Phase III clinical  trials.
Synaptic will retain  manufacturing  and marketing  rights in the United States,
Canada  and  Mexico  with  respect  to any drug  candidates  resulting  from the
collaboration,  while Grunenthal will retain  manufacturing and marketing rights
in Europe, Central America (other than Mexico) and South America with respect to
any of these drug  candidates.  The two companies will share these rights in all
other countries.  With respect to each country in its own territories and in the
shared  territories  in which it  desires  to market a drug  candidate,  each of
Synaptic and Grunenthal  will be responsible  for conducting  Phase III clinical
trials, if required,  for obtaining any necessary regulatory  approval,  and for
all associated costs.

     Kissei Collaboration

     In January 2000, the company and Kissei entered into the Kissei  Agreement.
Under the  agreement  Synaptic  will  conduct  both a  genomics  and  functional
genomics  program on behalf of Kissei.  As part of this  program,  scientists at
Synaptic are attempting to clone genes that code for G protein-coupled receptors
from tissues selected by Kissei and to identify the ligands for these receptors.
Kissei  will  attempt  to  discover  and  develop  compounds  that  act at these
receptors. The term of the collaboration is three years.

     Under the terms of the Kissei  Agreement,  Kissei will  provide the company
with funding to support Synaptic's research. Kissei will have the opportunity to
select up to a specified  number of receptors  that are  discovered  by Synaptic
during the course of the  collaboration  and to receive an  exclusive  worldwide
license to use the selected  receptors to develop,  manufacture and market drugs
that  act  through  those   receptors.   Kissei's  license  will  convert  to  a
nonexclusive  license in all countries except Japan following its achievement of
certain milestones.  In consideration for this license, Kissei would be required
to pay the company license fees,  milestone payments and royalty payments on any
drug that may reach the marketplace.

     Kissei has the right to terminate the Kissei Agreement effective in January
2003 upon at least three months' prior written notice. In the event of this kind
of termination, Kissei will not be required to provide the company with research
funding that has not come due prior to termination.

                                       6


Other Licensees' Programs

     In  addition  to the  licenses  granted  in  connection  with  our  ongoing
collaborative  arrangements,  we have granted licenses to some of our technology
and  patent  rights  to other  pharmaceutical  companies  pursuant  to:  (A) the
Research,  Option and License  Agreement dated January 25, 1991, as amended (the
"Lilly  Agreement"),  with Eli Lilly and company  ("Lilly");  (B) the Option and
License Agreement dated March 2, 1998 (the "Glaxo Agreement"),  with Glaxo Group
Limited  ("Glaxo");  and (C) the License Agreement dated September 29, 2000 (the
"PRI Agreement"),  with The R.W. Johnson  Pharmaceutical  Research Institute,  a
Division of Ortho-McNeil Pharmaceutical, Inc. Set forth below is a brief summary
of these arrangements:

--------------------------------------------------------------------------------
Licensee             Program                      Primary Indications
--------------------------------------------------------------------------------

Lilly                Serotonin                    Various

Glaxo                Alpha 1a, 1b, 1d             Unknown

PRI                  Alpha 1a, 1b, 1d             BPH
--------------------------------------------------------------------------------

     Lilly Agreement

     The Lilly  license was granted  concurrently  with the  establishment  of a
collaborative  arrangement with Lilly.  While this  collaboration  ended in July
1999,  the  associated  license,  which  provides  for the use of the  serotonin
receptors  on an  exclusive  basis,  remains in effect.  Serotonin is one of the
major  neurotransmitters  of the body. It affects mood,  sleep  rhythms,  sexual
functions,  appetite,  temperature control,  gastro-intestinal  movement and the
cardiovascular,  pulmonary  and  genito-urinary  systems.  Drugs that inhibit or
enhance the actions of serotonin have proven to be effective in the treatment of
an array of  disorders,  such as  migraine  headache,  depression  and  anxiety.
However,  many of the  serotonergic  drugs  currently  available  were  designed
without the use of cloned  serotonin  receptor  subtype genes, and some of these
drugs have unacceptable side effect profiles.  It is generally believed that the
poor side effect profiles stem from the interaction of these drugs with multiple
serotonin receptor subtypes. The serotonin family is extremely large, comprising
at least 14 receptor  subtypes.  While each of these  receptor  subtypes  may be
implicated in a physiological  function distinct from the other subtypes, all of
the receptor  subtypes  respond to the  neurotransmitter  serotonin--and  may be
responding   to    nonsubtype-selective    drugs.    As   a    consequence,    a
nonsubtype-selective  drug  intended to exert its  effects on one  physiological
function may in fact have the unintended  consequence of exerting its effects on
other physiological functions, thereby causing the undesirable side effects.

     Under  the  terms of the  Lilly  Agreement,  Lilly  received  an  exclusive
worldwide  license  to  use  all but two of Synaptic's  existing  serotonin drug
discovery systems for the development and commercialization of drugs that affect
serotonergic transmission.  We retained the unlimited right to use the remaining
two existing  serotonin drug discovery systems and a limited right to use all of
the other  serotonin drug discovery  systems for  cross-reactivity  screening of
compounds in nonserotonin drug discovery programs.

     The terms of the Lilly Agreement  provide that Lilly is responsible for all
development,  manufacturing, marketing and sales of drugs resulting from the use
of  Synaptic's  technology.  We will be entitled to receive  payments from Lilly
upon the  achievement  of certain drug  development  milestones and royalties on
sales of any drugs developed  through the use of our technology.  Royalties will
be payable in respect of sales in any country  over the period  commencing  with
the date of the first  commercial  sale of a drug and ending with the expiration
of related patent rights in that country.

                                       7


     Glaxo Agreement

     In March 1998, Synaptic and Glaxo entered into the Glaxo Agreement pursuant
to which we granted  Glaxo a  nonexclusive  license under our alpha 1 adrenergic
receptor  patents  to  develop  and  sell  alpha-1a   selective   compounds  for
therapeutic  applications  other than the  treatment  of BPH.  Synaptic  will be
entitled to receive  royalties on sales of any alpha-1a  selective drugs sold by
Glaxo so long as Synaptic has an issued patent relating to an alpha 1 adrenergic
receptor subtype in at least one major market country at that time.

     PRI Agreement

     In September 2000,  Synaptic and The R.W. Johnson  Pharmaceutical  Research
Institute, a Division of Ortho-McNeil  Pharmaceutical,  Inc. (PRI), entered into
the PRI  Agreement in which  Synaptic  granted  nonexclusive  licenses  covering
Synaptic's alpha-1 adrenergic  receptors and benign prostatic  hypertrophy (BPH)
patents.  The PRI Agreement provides PRI the freedom to operate under Synaptic's
functional  use  patents  for BPH and  Synaptic's  alpha-1  adrenergic  receptor
patents  for all  therapeutic  indications.  In  exchange  for the  nonexclusive
licenses,  PRI  paid an  up-front  licensing  fee and  PRI is  required  to make
payments to Synaptic upon the achievement of certain drug development milestones
and to pay royalties on the sales of any drugs developed.

Other Agreements

     It is Synaptic's  practice to meet with  pharmaceutical  and  biotechnology
companies on an on-going basis to discuss possible collaborations on projects of
mutual interest and/or  out-licensing  of our technology on a  non-collaborative
basis. At present,  the company is in the early stages of discussing a number of
possible  arrangements.   There  can  be  no  assurance,   however,  that  these
discussions  will  result in the  consummation  of  collaborative  or  licensing
arrangements.


Patents, Proprietary Technology and Trade Secrets

     Our success  depends,  in part,  on our ability to  establish,  protect and
enforce our  proprietary  rights  relating to our  technology.  Our policy is to
seek,  when  appropriate,   protection  for  our  gene   discoveries,   compound
discoveries and other  proprietary  technology by filing patent  applications in
the  United  States  and  other   countries.   We  have  filed  numerous  patent
applications  both in the United  States  and in other  countries  covering  our
inventions.

     As of February 1, 2002, we had been issued a total of 150 patents worldwide
relating to various G  protein-coupled  receptors  and  chemical  compounds.  In
addition,  as of  that  date  additional  patent  applications  relating  to our
receptor  gene  discoveries  had been  filed in the  United  States and in other
countries and were in various stages of prosecution.

     In April 1995, we were issued our first functional use patent in the United
States.  This patent covers the use of selective  alpha-1a  antagonists  for the
treatment  of BPH. As of  February  1, 2002,  we had been issued a total of nine
patents  relating to the same subject  matter in the United  States and in other
countries.  These patents expire between 2012 and 2015. We have filed additional
related or corresponding  patent  applications in the United States and in other
countries.

     In August 1999,  we received a functional  use patent in the United  States
covering  the use of  selective  serotonin  1D  agonists  for the  treatment  of
migraine headache.  We have filed additional patent applications relating to the
same subject matter in other countries.

     We have also filed patent  applications  in the United  States and in other
countries  covering  our  neurotransmitter   transporter  discoveries.   Whereas
receptors  are  protein  molecules  that bind to and are  activated  by  certain
ligands,  transporters are protein  molecules that serve to terminate the action
of  certain  ligands  by  carrying  them back into the cells from which they are
released.  As of February 1, 2002,  we had been issued

                                       8


nine patents  relating to
six of  these  transporter  discoveries  in the  United  States  and in  another
country.  We have filed additional related or corresponding  applications in the
United States and abroad.  We are no longer actively  working on our transporter
program;  however,  we are  seeking to license  our  transporter  technology  to
others.

     We  have  filed  additional  patent  applications   covering  our  compound
discoveries and other inventions in the United States and in other countries and
we expect to file additional patent applications in the future.

         We have granted certain rights under several of our patents and patent
applications to Lilly, Novartis, Grunenthal, Glaxo, PRI and Kissei.

     Patent law as it relates to inventions in the biotechnology  field is still
evolving,  and  involves  complex  legal and factual  questions.  Moreover,  the
patentability  of our inventions can be affected by the actions of others beyond
our control. Accordingly, there can be no assurance that patents will be granted
with respect to any of our patent  applications  currently pending in the United
States or in other countries, or with respect to applications filed by us in the
future. The failure to receive patents pursuant to the applications  referred to
herein and any future  applications  could have a material adverse effect on our
business.

     There is no clear policy involving the breadth of claims allowed in patents
or  the  degree  of  protection  afforded  thereunder.   Accordingly,   no  firm
predictions  can be made  regarding  the  breadth  or  enforceability  of claims
allowed in the  patents  that have been  issued to us or in patents  that may be
issued to us in the  future,  and there can be no  assurance  that claims in our
patents,  either as initially  allowed by the United States Patent and Trademark
Office  or  any  of  its  non-United  States  counterparts  or  as  subsequently
interpreted by courts inside or outside the United States,  will be sufficiently
broad to protect our proprietary rights.

     On June 5, 2000, the company filed suit in the United States District Court
for the  District of New Jersey  against  M.D.S.  Panlabs,  Inc.,  a  Washington
corporation,  and Panlabs  Taiwan Ltd., a Taiwanese  corporation  (collectively,
"Panlabs").  The suit  alleges that Panlabs has  infringed  several  issued U.S.
Patents owned by the company that relate to cloned human receptors and their use
in binding  assays.  The suit also  alleges  that  Panlabs  has been  importing,
selling and offering to sell products of our patented binding assay processes to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey. See "Legal Proceedings" in PART I, Item 3.

     On December 14, 2001, we filed suit in the United States District Court for
the  District of New Jersey  against  Euroscreen,  S.A.,  a Belgian  corporation
("Euroscreen").  The suit alleges that Euroscreen has infringed  numerous issued
U.S.  Patents owned by us, which relate to cloned human  receptors and their use
in binding assays. The suit alleges that Euroscreen has been importing,  selling
and  offering to sell  products  of our  patented  binding  assay  processes  to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey, and that Euroscreen has conspired with Panlabs to infringe our patents.

     The suits seek injunctions against the infringing activities of Panlabs and
Euroscreen,  awards  of  damages,  the  destruction  of  data  obtained  by  the
infringement  of our patents,  and other  relief.  An adverse  resolution of the
above matters would not have a material adverse effect on our business.

     Our patents or patent applications may be challenged by way of interference
proceedings or opposed by third  parties,  and we may be required to participate
in  interference  proceedings  or oppose the patents or patent  applications  of
third  parties in order to  protect  our  rights.  Interference  and  opposition
proceedings can be expensive to prosecute and defend.

     Further, patents issued to us may be infringed, invalidated or circumvented
by others, and the rights granted thereunder may not be commercially valuable or
provide  competitive  advantages  to us and our present or future  collaborative
partners or  licensees.  Moreover,  because  patent  applications  in the United
States  are   maintained  in  secrecy  until  patents   issue,   because  patent
applications in certain other  countries  generally are

                                       9


not published until more
than  eighteen   months  after  they  are  filed  and  because   publication  of
technological  developments  in the scientific or patent  literature  often lags
behind the date of these  developments,  we cannot be  certain  that we were the
first to invent the subject matter covered by our patents or patent applications
or that we were the first to file patent applications for these inventions.

     Our commercial  success  depends in part on our ability to operate  without
infringing  patents and proprietary  rights of third parties.  We are aware of a
large number of patents and patent  applications  of third  parties that contain
claims to genes that code for GPCRs,  and/or compounds that interact with GPCRs.
Patents issued to others may preclude us from using or licensing  certain of our
receptor discoveries or may preclude us or our collaborative  partners and other
licensees from  commercializing  drugs developed with the use of our technology.
We have acquired a license to use certain technologies covered by a patent owned
by  Columbia  University.   The  Columbia  University  license  is  a  worldwide
nonexclusive license to manufacture, use, sell and sublicense drugs derived from
the use of  certain  recombinant  DNA  technology.  In  consideration  for  this
license,  we agreed to pay royalties on sales of drugs developed through the use
of the license.  The term of the license  extends until all of the patent rights
covered  by  the  license  have  expired.   We  procured   licenses  to  several
technologies  that are used in several of our  programs.  We may be  required to
obtain  additional  licenses  to  patents or other  proprietary  rights of other
parties in order to pursue our own technologies.  No assurance can be given that
any additional licenses would be made available on terms acceptable to us, if at
all.  The  failure  to  obtain  licenses  could  result  in delays in our or our
collaborative  partners' or licensees'  activities,  including the  development,
manufacture  or sale of  drugs  requiring  these  licenses,  or  preclude  their
development, manufacture or sale.

     In some cases,  litigation or other  proceedings may be necessary to assert
infringement claims against others, to defend against claims of infringement, to
enforce  patents  issued to us, to  protect  trade  secrets,  know-how  or other
intellectual property rights owned by us, or to determine the scope and validity
of the  proprietary  rights of third parties.  Such  litigation  could result in
substantial  costs and diversion of resources and could have a material  adverse
effect on our business.  There can be no assurance that any of our patents would
ultimately  be held valid or that  efforts to defend any of our  patents,  trade
secrets,  know-how or other intellectual property rights would be successful. An
adverse outcome in litigation or in a proceeding could subject us to significant
liabilities,  require us to cease using the subject  technology or require us to
license the subject  technology  from a third  party,  all of which could have a
material adverse effect on our business.

     In addition to patent  protection,  we rely on trade  secrets,  proprietary
know-how  and  continuing  technological  advances to develop and  maintain  our
competitive  position.  To maintain the confidentiality of our trade secrets and
proprietary information, we require our employees, consultants and collaborative
partners to execute  confidentiality  agreements upon the  commencement of their
relationships  with us. In the case of employees,  the  agreements  also provide
that all inventions resulting from work performed by them while in the employ of
the company will be our exclusive property. There can be no assurance,  however,
that these agreements will not be breached, that we would have adequate remedies
in the event of a breach or that our trade  secrets or  proprietary  information
will not otherwise become known or developed independently by others.

Competition

     Synaptic and our  collaborators  and licensees  are pursuing  areas of drug
discovery and development in which we believe there is a potential for extensive
technological  innovation in  relatively  short periods of time. We operate in a
field in which new discoveries occur at a rapid pace. Competitors may succeed in
developing  technologies  or products  that are more  effective  than ours or in
obtaining regulatory approvals for their drugs more rapidly than we are able to,
which could render our products obsolete or  noncompetitive.  Competition in the
pharmaceutical industry is intense and is expected to continue to increase. Many
competitors,  including


                                       10


biotechnology companies,  such as Arena Pharmaceuticals,
7TM Pharma and Norak  Biosciences,  and  pharmaceutical  companies,  such as Eli
Lilly,  Merck,  Pfizer,  GlaxoSmithKline,   Schering-Plough  and  Bristol-Meyers
Squibb,  are actively  engaged in research and  development in the same areas in
which  we are  working.  Many  of our  competitors  have  substantially  greater
financial,  technical,  marketing, and personnel resources. In addition, some of
them have considerable experience in preclinical testing, human clinical trials,
and  other   regulatory   approval   procedures.   Moreover,   certain  academic
institutions,  governmental  agencies,  and  other  research  organizations  are
conducting  research  in  the  same  areas  in  which  we  are  working.   These
institutions  are becoming  increasingly  aware of the commercial value of their
findings  and  are  more  actively  seeking  patent   protection  and  licensing
arrangements  to collect  royalties for the technology that they have developed.
These institutions may also market competitive  commercial products on their own
or  through  joint  ventures  and  will  compete  with us in  recruiting  highly
qualified scientific personnel. There can be no assurance that a pharmacological
method of  treatment  we  develop  for  certain  disorders,  such as  obesity or
depression, will prove to be superior to existing or newly discovered approaches
to the treatment of those disorders.

Government Regulation

     The  development,  manufacturing  and  marketing  of drugs are  subject  to
regulation by numerous Federal, state and local governmental  authorities in the
United States, the principal one of which is the FDA, and by similar agencies in
other countries (each of such Federal,  state,  local and other  authorities and
agencies,   a  "Regulatory   Agency").   Regulatory  Agencies  impose  mandatory
procedures  and  standards  for the conduct of certain  preclinical  testing and
clinical trials and the production and marketing of drugs for human  therapeutic
use.  Product  development  and  approval  of a new drug are likely to take many
years and involve the expenditure of substantial resources.

     The steps  required  by the FDA  before  new drugs may be  marketed  in the
United States include:

o        preclinical studies;

o        the  submission  to  the  FDA  of  a  request  for   authorization   to
         conduct  clinical  trials  on  an  investigational new drug (an "IND");

o        adequate and well-controlled clinical trials, including Phase I,  Phase
         II and Phase III trials, to establish the safety and  efficacy  of  the
         drug for its intended use;

o        submission to the FDA of a new drug application (an "NDA"); and

o        review and approval of the NDA by the FDA.

     In the United  States,  preclinical  testing  includes both in vitro and in
vivo laboratory  evaluation and characterization of the safety and efficacy of a
drug and its  formulation.  Laboratories  involved in  preclinical  testing must
comply with FDA  regulations  regarding Good Laboratory  Practices.  Preclinical
testing  results are  submitted to the FDA as part of IND  applications  and are
reviewed by the FDA prior to the commencement of human clinical  trials.  Unless
the FDA objects to an IND, the IND will become  effective 30 days  following its
receipt by the FDA.  There can be no assurance  that  submission  of an IND will
result in FDA approval for the commencement of human clinical trials.

     Clinical trials,  which involve the  administration of the  investigational
drug to healthy  volunteers or to patients under the  supervision of a qualified
principal  investigator,  are typically  conducted in three  sequential  phases,
although  the phases may  overlap  with one  another.  Clinical  trials  must be
conducted in accordance

                                       11



with Good Clinical Practices under protocols that detail
the objectives of the study, the parameters to be used to monitor safety and the
efficacy criteria to be evaluated. Each protocol must be submitted to the FDA as
part of the IND.  Further,  each  clinical  study  must be  conducted  under the
auspices  of an  independent  Institutional  Review  Board  (the  "IRB")  at the
institution  where the study will be  conducted.  The IRB will  consider,  among
other things,  ethical  factors,  the safety of human  subjects and the possible
liability of the  institution.  Compounds  must be  formulated  according to the
FDA's Good Manufacturing Practices ("GMP").

     A Phase  I  clinical  trial  involves  the  initial  administration  of the
investigational drug to a small group of healthy human subjects or, more rarely,
to a group of selected patients with the targeted disease or disorder.  The goal
of Phase I clinical  trials is  typically  to test for safety,  dose  tolerance,
absorption,  bio-distribution,  metabolism,  excretion and clinical pharmacology
and, if possible, to gain early evidence regarding efficacy.

     Phase II  clinical  trials  involve a small  sample of the actual  intended
patient  population and may seek to assess the efficacy of the drug for specific
targeted  indications,  to determine  dose  tolerance and the optimal dose range
and/or to gather additional information relating to safety and potential adverse
effects.

     Once  an  investigational  drug  is  found  to have  some  efficacy  and an
acceptable safety profile in the targeted patient population, Phase III clinical
trials are initiated to establish  further  clinical  safety and efficacy of the
investigational  drug in a broader sample of the general  patient  population at
geographically   dispersed  study  sites  in  order  to  determine  the  overall
risk-benefit  ratio of the drug and to provide an adequate basis for all package
labeling.  The results of the research and product  development,  manufacturing,
preclinical  testing,  clinical trials and related  information are submitted to
the FDA in the form of an NDA for approval of the  marketing and shipment of the
drug.

     Timetables  for the  various  phases of  clinical  trials and NDA  approval
cannot be predicted with any certainty.  The company, its collaborative partners
or other  licensees or the FDA may suspend  clinical trials at any time if it is
believed  that  individuals   participating  in  trials  are  being  exposed  to
unacceptable  health risks. Even assuming that clinical trials are completed and
that an NDA is submitted to the FDA, there can be no assurance that the NDA will
be reviewed by the FDA in a timely manner or that once reviewed, the NDA will be
approved. The approval process is affected by a number of factors, including the
severity of the targeted indications, the availability of alternative treatments
and the risks and benefits  demonstrated in clinical trials. The FDA may deny an
NDA if  applicable  regulatory  criteria  are  not  satisfied,  or  may  require
additional testing or information with respect to the investigational drug. Data
obtained from  preclinical  and clinical  activities are  susceptible to varying
interpretations  that  could also  delay,  limit or  prevent  Regulatory  Agency
approval. Even if initial FDA approval is obtained,  further studies,  including
post-market  studies,  may be  required in order to provide  additional  data on
safety and will be required in order to gain  approval  for the use of a product
as a treatment for clinical  indications  other than those for which the product
was initially tested.  The FDA will also require  post-market  reporting and may
require  surveillance  programs to monitor the side effects of the drug. Results
of  post-marketing  programs  may limit or expand the further  marketing  of the
drug. Further, if there are any modifications to the drug,  including changes in
indication, manufacturing process or labeling, an NDA supplement may be required
to be submitted to the FDA.  Finally,  delays or rejections  may be  encountered
based  upon  changes  in  Regulatory  Agency  policy  during  the period of drug
development and/or the period of review of any application for Regulatory Agency
approval  for a  compound.  Moreover,  we do not  generally  have the ability to
obtain, or control the timing of, regulatory  approvals of drugs being developed
through collaborative programs or license arrangements,  where our collaborative
partners and other licensees are generally  responsible for preclinical testing,
clinical trials,  regulatory  approvals,  manufacturing and commercialization of
drugs. There can be no assurance that the regulatory  framework  described above
will not change or that  additional  regulations  will not arise that may affect
approval of potential drugs.

                                       12



     Each manufacturing  establishment for new drugs is required to receive some
form  of  approval  by  the  FDA.  Among  the  conditions  for  approval  is the
requirement   that  the   prospective   manufacturer's   quality   control   and
manufacturing procedures conform to GMP, which must be followed at all times. In
complying  with  standards set forth in these  regulations,  manufacturers  must
continue to expend time, monies and effort in the area of production and quality
control to ensure full technical compliance.  Manufacturing establishments, both
foreign and domestic,  are also subject to inspections by or under the authority
of the FDA and may be subject to inspections by foreign and other Federal, state
or local agencies.

     Prior to the  commencement  of  marketing  a  product  in other  countries,
approval by the  regulatory  agencies  is  required,  regardless  of whether FDA
approval has been  obtained for such  product.  The  requirements  governing the
conduct of clinical  trials and product  approvals  vary widely from  country to
country,  and the time  required  for approval may be longer or shorter than the
time required for FDA approval.  Although there are some  procedures for unified
filings for certain  European  countries,  in general,  each country has its own
procedures and requirements.

     Delays in obtaining  Regulatory Agency approvals could adversely affect the
marketing of any drugs  developed by us or our  collaborative  partners or other
licensees,  impose costly procedures upon us or our  collaborative  partners' or
other licensees' activities,  diminish any competitive advantages that we or our
collaborative  partners or other  licensees may attain and adversely  affect our
ability to receive  revenues or royalties.  There can be no assurance that, even
after  these  delays  and  expenditures,  Regulatory  Agency  approvals  will be
obtained for any compounds  developed by, in  collaboration  with or pursuant to
licenses from the company.  Moreover,  even if Regulatory  Agency approval for a
compound is granted,  this approval may entail limitations on the indicated uses
for which it may be marketed.  Further,  approved drugs and their  manufacturers
are subject to continual  review,  and discovery of previously  unknown problems
with a drug or its  manufacturer  may  result  in  restrictions  on such drug or
manufacturer,  including  withdrawal  of the drug  from the  market.  Regulatory
Agency  approval of prices is required in many countries and may be required for
the marketing of any drug developed by us or our collaborative partners or other
licensees.

     As with many  biotechnology and  pharmaceutical  companies,  our activities
involve the use of  radioactive  compounds.  We are subject to local,  state and
Federal  laws  and  regulations  relating  to  occupational  safety,  laboratory
practices,   the  use,  handling  and  disposition  of  radioactive   materials,
environmental  protection and hazardous  substance control.  Although we believe
that our safety  procedures for handling and disposing of radioactive  compounds
used in our  research  and  development  activities  comply  with the  standards
prescribed  by  Federal,  state and local  regulations,  the risk of  accidental
contamination or injury from these materials cannot be completely eliminated. In
the event of an  accident,  we could be held liable for damages or be subject to
sanctions that cause us to delay or discontinue some or all of our operations.

Employees

     As of February 28, 2002,  we had 101 full-time  employees,  34 of whom hold
Ph.D. or M.D. degrees. Of our full-time  employees,  85 were engaged directly in
scientific research and 16 were engaged in general and administrative functions.
Our research  staff members have diverse  experience  and expertise in molecular
and cell biology, biochemistry,  molecular pharmacology,  medicinal, structural,
combinatorial  and  computer-assisted  chemistry,  information  systems and drug
development.

     All employees have entered into  agreements with us that prohibit them from
disclosing to third  parties our  proprietary  information  and assign to us all
rights to inventions made by them during their employment with the company.


                                       13



     Our employees are not covered by a collective bargaining agreement,  and we
believe that our relationship with our employees is good.

Item 2.  Properties

     We lease a total of 83,843 square feet of laboratory  and office space in a
facility at 215 College  Road in Paramus,  New Jersey.  The lease will expire on
December  31,  2015.  We  sublease  23,008  square  feet  of our  premises  to a
non-affiliated  third party  under an  agreement  expiring in 2010.  We sublease
another 2,500 square feet of our premises to a  non-affiliated  third party on a
month-to-month  basis.  We believe that the 55,335  square feet of space that we
currently  occupy is  adequate  to  accommodate  our  anticipated  research  and
administrative needs for the foreseeable future.

Item 3.  Legal Proceedings

     On June 5, 2000, we filed suit in the United States  District Court for the
District of New Jersey against M.D.S. Panlabs,  Inc., a Washington  corporation,
and Panlabs Taiwan Ltd., a Taiwanese corporation (collectively,  "Panlabs"). The
suit alleges that Panlabs has  infringed  several  issued U.S.  Patents owned by
Synaptic that relate to cloned human  receptors and their use in binding assays.
The suit also alleges that Panlabs has been  importing,  selling and offering to
sell  products  of  our  patented  binding  assay  processes  to  pharmaceutical
companies and others in the United States, particularly in New Jersey.

     On December 14, 2001, we filed a suit in the United States  District  Court
for the District of New Jersey against  Euroscreen,  S.A., a Belgian corporation
("Euroscreen").  The suit alleges that Euroscreen has infringed  numerous issued
U.S.Patents owned by us, which relate to cloned human receptors and their use in
binding assays. The suit alleges that Euroscreen has been importing, selling and
offering  to  sell  products  of  our  patented   binding  assay   processes  to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey, and that Euroscreen has conspired with Panlabs to infringe our patents.

     The suits seek injunctions against the infringing  activities of Euroscreen
and Panlabs,  damages,  the destruction of data obtained by the  infringement of
patents, and other relief.

     We believe  that our  complaint  against  Panlabs  and  Euroscreen  is well
founded and necessary to protect the value of our intellectual property assets.

     An  adverse  resolution  of the above  matters  would  not have a  material
adverse effect on our business.

Item 3.  Submission of Matters to a Vote of Securityholders

     We did not submit any matters to a vote of our  securityholders  during the
fourth quarter of the fiscal year ended December 31, 2001.


                                       14



                                    Part II

Item 5.  Market For Registrant's Common Equity and Related Stockholder Matters

     Our common  stock  trades on The Nasdaq Stock Market under the symbol SNAP.
As of February 22, 2002, there were approximately 2,565 holders of record of our
common stock.  We have never paid any  dividends on our common stock,  and we do
not currently intend to declare or pay any dividends for the foreseeable future.

     The  following  tables set forth the high and low last trade prices for our
common stock as reported by The Nasdaq  Stock  Market for the periods  indicated
below.

                                2001 Fiscal Year

                                             High              Low
                                            ------            ------

         1st Quarter 2001                   6.7500            3.6875

         2nd Quarter 2001                   6.8000            3.8125

         3rd Quarter 2001                   6.4000            4.4600

         4th Quarter 2001                   6.0400            4.4000


                                2000 Fiscal Year

                                            High              Low
                                            ------            ------

         1st Quarter 2000                  16.50000           5.81250

         2nd Quarter 2000                   8.00000           4.50000

         3rd Quarter 2000                   7.37500           5.09375

         4th Quarter 2000                   7.37500           5.00000





                                       15



Item 6.  Selected Financial Data

     The following table presents selected information relating to our financial
condition and results of operations for the past five years.  The following data
should be read in conjunction with our financial statements.

(In thousands, except per share information)

                              2001       2000      1999       1998       1997
--------------------------------------------------------------------------------
Total revenues             $  1,407   $  3,836    $  1,855   $  9,352  $ 10,307
Total expenses             $ 25,610   $ 20,212    $ 19,652   $ 19,576  $ 17,853
Other income, net          $  2,000   $  2,110    $  2,676   $  3,731  $  2,200
Net loss applicable
 to common stockholders    $(26,118)  $(13,859)   $(15,121)  $ (6,493) $ (5,346)
Basic and diluted net
 loss per share applicable
 to common stockholders    $  (2.39)  $  (1.28)   $  (1.41)  $  (0.61) $  (0.66)
Total assets               $ 54,833   $ 37,571    $ 48,750   $ 64,696  $ 69,402
Accumulated deficit        $(86,605)  $(64,789)   $(50,930)  $(35,809) $(29,316)
Stockholders' equity       $ 12,967   $ 34,529    $ 47,106   $ 62,676  $ 67,704
--------------------------------------------------------------------------------




Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations

Overview

     Synaptic  is a  drug  discovery  company  using  GPCRs  as  the  basis  for
developing new drugs for the treatment of a variety of human disorders.

     We currently  collaborate  with Grunenthal GmbH  ("Grunenthal")  and Kissei
Pharmaceutical  Co.,  Ltd.  ("Kissei").  In  connection  with our  collaborative
arrangement with Grunenthal,  we have licensed some of our technology and patent
rights to them.  We have also  granted  licenses to some of our  technology  and
patent rights to other pharmaceutical companies.

     Since our inception,  we have financed our operations primarily through the
sale  of  our  stock,   through  contract  and  license  revenue  under  license
agreements,  and through  interest  income and capital gains  resulting from the
investment  of the  proceeds of our  financing  activities  pending use of these
funds for operational activities. We have also received funds through government
grants under the Small  Business  Innovative  Research  ("SBIR")  program of the
National  Institutes  of Health and through the sale of our New Jersey state tax
net operating loss ("NOL") carryforwards.

     To date, our  expenditures  have been for research and development  related
expenses, general and administrative related expenses, fixed asset purchases and
various patent  related  expenditures  incurred in protecting our  technologies.
Historically,  we have not been  profitable,  and at December 31, 2001 we had an
accumulated deficit of $86,605,000.  We incurred net losses applicable to common
stockholders  of  $26,118,000,  $13,859,000 and $15,121,000 for the fiscal years
ended  2001,  2000 and  1999,  respectively.  We  expect  to  continue  to incur
operating losses for a number of years, and we will not become profitable unless
and until we receive  royalty  revenue or revenue from sales of drugs  developed
with the use of our technology or patent rights.

                                       16


Critical Accounting Policies

     Our  financial  statements  are  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  that  require us to make
estimates  and  assumptions.  We  believe  that  of our  significant  accounting
policies (see Note 1 to the financial  statements),  the following may involve a
higher degree of judgment and complexity:

Revenue
-------

     Revenues  that  we  receive,  or  may  receive,  are  derived  from  either
multi-element  revenue  arrangements or from research  services that we perform.
Historically,  virtually  all  revenue  that has been  recorded  has been  under
multi-element revenue arrangements. Generally, revenue is realized or realizable
and  earned  when all of the  following  criteria  are met:  (1) an  arrangement
exists,  (2) services  have been  rendered,  (3) prices of services are fixed or
determinable and (4) collectibility is reasonably  assured. As the structures of
our  arrangements  are  unique  and  may  contain  several   different   revenue
components,  each is reviewed on a case-by-case  basis in order to determine the
appropriate amount and term over which to recognize revenues.

     Under these multi-element revenue arrangements,  we may receive one or more
of the following types of revenue:  license  revenue,  research funding revenue,
milestone revenue, royalty revenue and revenue derived from sales of drugs.

     License revenue represents  non-refundable payments for a license to one or
more of our patents  and/or a license to our  technology.  Payments for licenses
are recognized as they are received or, if earlier, when they become guaranteed,
provided they are independent of any continuing research activity on the related
project.  Otherwise, they are recognized pro-rata during the term of the related
research agreement in accordance with Staff Accounting Bulletin No. 101 "Revenue
Recognition in Financial Statements."

     Research  funding revenue includes payment to support a specified number of
Synaptic's  scientists.  Such revenue is  recognized  ratably over the period in
which the research is performed.

     Milestone revenue represents non-refundable payments for the achievement of
a specified  milestone  under either an existing  arrangement or under a license
that has been granted to one or more of our patents and/or our technology.  Such
payments typically  coincide with the achievement of a substantial  element in a
multi-element  arrangement  or measure  substantive  stages of  progress  toward
completion  under a long-term  contract.  The  recognition  of such  payments as
revenue  is  determined  based upon the  nature of the  underlying  arrangement.
Milestone  payments  received  under  contracts  where the company is performing
related ongoing research,  and which are deemed to have multi-element  financial
arrangements,  will be  recognized  as revenue  over the  remaining  life of the
contract. Milestone payments received under license agreements are recognized as
revenue  as they are  received  or, if  earlier,  when they  become  guaranteed,
provided they are independent of any research activity.

     Royalty revenue represents  payments that may be received from the sales of
drugs that may be developed  using the technology or the patent rights that have
been  licensed.  We are entitled to receive  royalty  payments under most of our
license agreements. To date, we have not received royalty payments and we do not
expect to receive such payments for a number of years, if at all.

     Revenue  derived from the sales of drugs would be recognized if the company
markets drugs.  The company may develop drugs on its own or in partnership  with
others.  As part of the  agreement  with  Grunenthal,  we have  development  and
marketing  rights in certain  geographical  areas with respect to any drugs that
are jointly identified under the agreement.  Accordingly, we may receive revenue
from  sales of drugs in our  designated  geographical  areas if we  market  them
independently,  or we may receive  royalty  payments if we

                                       17


license our marketing
rights to a third party. To date, we have not received revenue from the sales of
drugs and we do not expect to receive such revenues for a number of years, if at
all.

Income Taxes
------------

     We account for income taxes using the liability method.  Under this method,
deferred income tax assets and liabilities reflect tax carryforwards and the net
effects of  temporary  differences  between the  carrying  amounts of assets and
liabilities for financial reporting and income tax purposes, as determined under
currently  enacted  tax  rates.  Deferred  tax  assets  are  recorded  if future
realization is more likely than not.

     Deferred  taxes are recorded  primarily for Federal and state net operating
loss   carryforwards,   research  and  development   credit   carryforwards  and
depreciation  and  amortization,  which are  reported in  different  periods for
Federal  income tax purposes than for financial  reporting  purposes.  Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amounts expected to be realized.

     In January  2002,  we received  approval for the sale of  $3,682,400 of New
Jersey net operating loss carryforwards, pursuant to the Technology Business Tax
Certificate  Program.  This  program  allows  for the  sales of New  Jersey  net
operating loss carryforwards to profitable New Jersey corporations.  Cash in the
amount of $256,000  was  received from this sale resulting in a reduction in the
valuation allowance for deferred tax assets by such amount at December 31, 2001.

     At December 31, 2001, we had approximately $29,625,000 of Federal and state
net  operating  loss  carryforwards  and  approximately $1,610,000  research and
development  credit  carryforwards.  We have a history of  operating  losses and
expect these losses to increase as a result of our  strategy of  increasing  our
internal drug development efforts.  These losses would remain available to us on
a carryforward basis to offset any future earnings; however, deferred tax assets
attributable to these net operating losses have been fully offset by a valuation
allowance in the financial statements, as their future realization is uncertain.

Research and Development

     We perform research for ourselves and for our current collaborators, Kissei
and  Grunenthal.  As this research  progresses,  we designate  some projects for
preclinical  and  clinical  development.  Until a lead  compound  is chosen  for
development,  all costs  associated  with that  compound  are  considered  to be
research  expense.  Costs incurred  during the research phase are not separately
identifiable by project. At this preliminary or investigational  stage, research
is  performed  within  a  broad  family  of  receptors  with  the  objective  of
identifying  lead  compounds.  Once  a  lead  compound  enters  the  preclinical
development  stage,  costs are accumulated for each project associated with that
compound.  Currently, the only project for which a lead compound has been chosen
is the  company's  depression  program.  The lead  compound in this  program was
selected  during the second  quarter of 2000.  Costs  incurred on the depression
program for the  twelve-month and  inception-to-date  periods ended December 31,
2001  approximated  $2,350,000  and  $2,550,000.  Total  research  costs for the
twelve-month period ended December 31, 2001 amounted to $17,990,000.

     In general,  from the time a lead  compound is chosen  until that  compound
reaches the market,  many years may elapse.  During this time, the compound must
undergo clinical trials that include Phase I, Phase II and Phase III trials, the
results  of which are  subject to review and  approval  by the U.S.  Food & Drug
Administration  and other  regulatory  agencies.  Successful  completion of each
trial  carries its own set of risks and may cost many  millions  of dollars.  At
this stage of Phase I clinical development of the depression program, completion
costs and dates cannot be estimated.

                                       18



Net Loss Applicable to Common Stockholders

     During the third  quarter of 2001,  we sold  shares of two series of senior
redeemable  convertible preferred stock the Series B Convertible Preferred Stock
and Series C Convertible  Preferred  Stock,  in a private equity  placement.  In
connection  with  these  issuances,  we  recorded  an  adjustment  to  net  loss
applicable to common  stockholders of approximately  $4,226,000  relating to the
beneficial  conversion  feature  inherent  in  the  issuances  of the  Series  B
Convertible Preferred Stock. This amount was determined based upon the excess of
the fair value of the company's common stock into which the Series B Convertible
Preferred Stock was immediately convertible less the initial conversion price of
$4.3358  per share in  accordance  with  Emerging  Issues  Task  Force No.  98-5
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion  Ratios." We also recorded an adjustment to
net loss applicable to common stockholders of approximately $76,000 representing
the accretion of the Series B and Series C Convertible  Preferred Stock to their
respective redemption values.

Results of Operations

     Comparison of Fiscal Years Ended December 31, 2001, 2000 and 1999

     Revenues.  We recognized  revenue of $1,407,000,  $3,836,000 and $1,855,000
for the fiscal  years of 2001,  2000 and 1999,  respectively.  The  decrease  in
revenue of $2,429,000  from 2000 to 2001 resulted  primarily from the grant of a
non-exclusive  license  to certain of our  technology  and patent  rights in the
third quarter of 2000, with no similar license revenue in 2001.

     The  increase  of  $1,981,000  from  1999 to 2000  was  attributable  to an
increase in license revenue of $2,750,000  resulting primarily from the grant of
a non-exclusive  license to certain of Synaptic's  technology and patent rights,
offset by a reduction  in contract  revenue of $769,000  resulting  from the net
reduction  in  the  number  of  scientists  being  funded  under   collaborative
arrangements.

     Research and  Development  Expenses.  We incurred  research and development
expenses of  $17,990,000,  $14,360,000  and  $14,592,000 for the fiscal years of
2001, 2000 and 1999, respectively. The increase of $3,630,000, or 25%, from 2000
to 2001 was  attributable  primarily to increases  in  preclinical  and clinical
testing  costs of  $2,281,000  related to our  depression  program,  $677,000 in
research costs  associated  with advancing  additional  projects to the stage at
which a lead compound can be chosen and an increase of $328,000 in  compensation
related expenses.

     The  decrease  of  $232,000,  or 2%,  from  1999 to 2000  was  attributable
primarily  to a net  decrease  in  headcount  and a  corresponding  decrease  in
supplies that were partially offset by an increase in preclinical testing costs.

     General and Administrative Expenses. We incurred general and administrative
expenses of $7,620,000,  $5,852,000 and $5,060,000 for the fiscal years of 2001,
2000 and 1999,  respectively.  The increase of $1,768,000,  or 30%, from 2000 to
2001 was  attributable  primarily  to  $711,000 in legal  expenses  related to a
patent infringement  lawsuit,  $462,000 in other patent related expenditures and
an increase of $239,000 in compensation related expenses.

     The  increase  of  $792,000,  or 16%,  from  1999 to 2000 was  attributable
primarily to an increase in rent expense, an increase in consulting and finder's
fees associated with business development  activities,  and an increase in legal
and patent costs.

     Other Income,  Net. We recorded other income of $2,000,000,  $2,110,000 and
$2,676,000  for the  fiscal  years of 2001,  2000 and  1999,  respectively.  The
decrease  of $110,000  from 2000 to 2001 in other  income was

                                       19


primarily  due to
lower weighted average cash, cash equivalent and marketable  securities balances
during  2001  as a  result  of  the  utilization  of  these  resources  to  fund
operations,   partially  offset  by  an  increase  in  rental  income  from  our
sublessees.

     The decrease of $566,000  from 1999 to 2000 in other  income was  primarily
due to lower average cash,  cash equivalent and marketable  securities  balances
during  2000 as a  result  of the  utilization  of these  resources  to fund our
operations.

     Income Tax Benefit.  In December 2001, we recognized $387,000 from the sale
of a portion of our state  research and  development  tax  credits.  In November
2000,  we  recognized  $407,000  from the sale of a  portion  of our  state  net
operating loss carryforwards.

     Net  Loss  Applicable  to  Common  Stockholders.  We  incurred  a net  loss
applicable to common stockholders of $26,118,000 ($2.39 per share),  $13,859,000
($1.28  per  share) and  $15,121,000  ($1.41 per share) for the fiscal  years of
2001, 2000 and 1999,  respectively.  The increase of $1.11 in net loss per share
resulted primarily from the items described above in "Results of Operations."

     The  decrease  of  $0.13  in  net  loss  per  share  applicable  to  common
stockholders from 1999 to 2000 resulted primarily from the items described above
in "Results of Operations."

     Operating Trends.  Our revenues may vary from period to period depending on
numerous  factors,   including  the  timing  of  revenue  earned  under  license
agreements  and revenue  that may be earned under  future  collaborative  and/or
license  agreements.  During 2001 we  recognized  revenue under our research and
licensing agreement with Kissei Pharmaceutical Co., Ltd. and expect to recognize
additional revenues under this agreement during 2002. Under the terms of some of
our license agreements,  revenues may be recognized if specified  milestones are
achieved. We continue to assess the opportunity for obtaining additional funding
under new  collaborative  and/or  license  agreements.  During the third quarter
2001, we sold to investors $41 million in preferred stock.  Net proceeds,  after
giving  effect to  placement  fees and  offering  expenses,  were  approximately
$37,745,000.  We continue to monitor our spending  level in order to ensure that
we have enough cash to last at least through the second quarter of 2003.

     Since  late  2000,  we  have  been  pursuing  a new  business  strategy  of
increasing our internal drug development efforts.  This new strategy requires us
to hire  additional  employees  with  drug  development  expertise  and to incur
additional  preclinical  expenses as well as expenses  associated  with clinical
trials.

     Legal  expenses are expected to continue to be a  significant  expense as a
result of a suit filed by the company.  See "Legal  Proceedings" in PART I, Item
3.

     Other income, net is expected to decrease in 2002 because of less favorable
short-term interest rates. This decrease will, however, be somewhat mitigated by
an increase  in rental  income that we expect to  recognize  under our  existing
sublease agreements.

     We are pursuing  further sales of our state tax NOL  carryforwards  and our
state  research  and  development  credits  under  the  State  of  New  Jersey's
Technology  Business  Tax  Certificate  Transfer  Program  (the  "Program").  No
assurance can be given,  however, as to the amount of NOL carryforwards that may
be sold under the  Program in any one year.  External  factors  that may have an
effect  on  future  NOL  sales  include  limitations  imposed  by State  law and
availability of buyers and related demand.

     Property and equipment spending may vary from period to period depending on
numerous factors, including the level of drug development efforts, the number of
collaborations  in which we are involved at any

                                       20


given time, and  replacement due
to normal  wear and  obsolescence.  Equipment  spending  in 2002 is  expected to
increase from that of 2001.

     At December 31, 2001, we held marketable  securities with an estimated fair
value of $4,098,000.  Our primary interest rate exposure results from changes in
short-term interest rates. We do not purchase financial  instruments for trading
or speculative purposes. All of the marketable securities we hold are classified
as available-for-sale securities. The following table provides information about
marketable securities that we held at December 31, 2001:

       Principal Amount and Weighted Average Stated Rate by      Estimated Fair
                        Expected Maturity                             Value
-------------------------------------------------------------    ---------------
            (000's)         2002        2003        Total                (000's)
-------------------------------------------------------------    ---------------
Principal                 $2,500      $1,500       $4,000                $4,098
Weighted
 Average
 Stated Rates              6.50%       6.20%        6.39%                   --
-------------------------------------------------------------    ---------------


     The  stated  rates  of  interest  expressed  in the  above  table  may  not
approximate  the actual yield of the securities  that Synaptic  currently  holds
since we have  purchased  some  marketable  securities at other than face value.
Additionally,  the  securities  represented  in the above table may be called or
redeemed,  at the option of the issuer,  prior to their  expected due dates.  If
early redemptions  occur, we may reinvest the proceeds realized on such calls or
redemptions  in  marketable  securities  with stated rates of interest or yields
that are lower  than those of  current  holdings,  affecting  both  future  cash
interest streams and future earnings.

     In addition to investments in marketable  securities,  we place some of our
cash in money  market funds in order to keep cash  available to fund  operations
and to hold cash pending investments in marketable  securities.  Fluctuations in
short term interest rates will affect the yield on monies invested in such money
market  funds.  Such  fluctuations  can have an impact on future  cash  interest
streams  and  future  earnings,  but the  impact  of such  fluctuations  are not
expected to be material.

     We do not believe that  inflation has had a material  impact on our results
of operations.

Liquidity and Capital Resources

     At December  31, 2001 and December 31, 2000,  cash,  cash  equivalents  and
marketable securities aggregated $49,650,000 and $31,602,000, respectively. This
increase was primarily the result of the sale of $41 million of preferred  stock
sold  to  investors  in the  third  quarter  of  2001  partially  offset  by the
utilization of these resources to fund our operations.  We intend to utilize our
cash primarily for research,  preclinical and clinical  development  costs,  for
patent  related  expenditures,  for general  corporate  purposes,  for leasehold
improvements  to our  facilities and for the purchase of property and equipment.
We  expect to  continue  to incur  operating  losses  for a number of years.  We
believe that cash, cash equivalents and marketable  securities on hand, and cash
that we expect to receive through  existing  license  arrangements  and interest
payments on investments,  will be sufficient to fund  operations,  as well as to
support our share of certain  development costs under the Grunenthal  Agreement,
if any, at least through the second quarter of 2003.

     To date, we have met our cash  requirements  through the sale of our stock,
through  contract  and  license  revenue,  through  interest  income  and  gains
resulting  from our  investments,  through  SBIR  grants  and  through  sales of
portions  of  our  state  research  and   development   credits  and  state  NOL
carryforwards.

                                       21



     As of  December  31,  2001,  we  had  NOL  carryforwards  of  approximately
$76,000,000 for Federal income tax purposes that will expire  principally in the
years 2002 through 2021. In addition,  we had Federal  research and  development
credit carryforwards of approximately $1,610,000 that will expire principally in
2002  through  2018.  Also at December  31, 2001,  we had NOL  carryforwards  of
approximately  $61,000,000  for state income tax purposes and state research and
development credit carryforwards of $311,000.  For financial reporting purposes,
a valuation  allowance  has been  recognized  to offset the  deferred tax assets
related to these carryforwards.

     We lease laboratory and office  facilities  under an agreement  expiring on
December  31,  2015.  The minimum  annual  payment  under the lease is currently
$1,835,000.  The lease  provides for fixed  escalations  in rent payments in the
years 2005 and 2010.









                                       22



                                  RISK FACTORS

     An investment in our securities  involves a high degree of risk. You should
carefully  consider the risks and  uncertainties  and other  information in this
report and in the  documents  incorporated  by reference  in this report  before
making  any  decision  with  respect to an  investment  in our  securities.  Our
business, financial condition and results of operations could be harmed were any
the following  risks or  uncertainties  to develop into actual  events.  In such
case, the value of our  securities  could decline and you might lose all or part
of your investment.

     Our products are in an early stage of development, and we may never develop
any commercially viable products.

     It  generally  takes at least  twelve  years to discover  and develop a new
drug.  To date,  neither we nor any of our  licensees  have  developed any drugs
using our technology. We currently have approximately 30 GPCRs in various stages
of research or pre-clinical  testing.  We plan to initiate clinical testing,  on
average,  of one new compound each year commencing in the first quarter of 2002,
when we began Phase I clinical trials in our depression program. We believe that
it will take a minimum of five years from the  beginning of clinical  trials for
any program to develop an approved  drug,  assuming the clinical  trials produce
favorable  results.  We have no  means of  predicting  when,  or if,  any of our
licensees will develop commercially available drugs using our GPCRs; however, to
our knowledge, none of our licensees are currently engaged in clinical trials on
any compounds developed with our technology.

     Numerous factors may preclude any of our products from being developed into
marketable drugs or any drugs we do develop from being commercially  successful.
Any of these factors could require us to abandon any  particular  product at any
stage of development,  notwithstanding  the expenditure of large amounts of time
and money on the product. These factors include the following:

     Inconclusive or Negative  Preclinical  and Clinical Test Results.  Research
may show that a product  is  ineffective  or that it has  harmful  side  effects
during either  pre-clinical  testing or clinical trials. The safety and efficacy
of a therapeutic  product under  development must be supported by extensive data
from clinical  trials.  The results of preclinical  studies and initial clinical
trials are not  necessarily  predictive  of results  that will be obtained  from
later large-scale  clinical trials,  and there can be no assurance that clinical
trials of any product under development will demonstrate the safety and efficacy
of the product or will result in a marketable product.

     Manufacturing Difficulties.  Because the products that we and our licensees
are  attempting to develop are at a very early stage of  development,  we cannot
now  predict  whether  they  can  be  manufactured  at a cost  or in  quantities
necessary  to  support  all of our  future  development  efforts  or to  achieve
commercial  viability.  We have no  manufacturing  facilities  and rely on third
parties to produce compounds for development, preclinical and clinical purposes.
Because  each  compound is unique,  the cost and  difficulty  of  producing  any
particular  compound can only be  determined  on a  case-by-case  basis for each
stage of  development.  If we are unable to contract for a sufficient  supply of
compounds on acceptable  terms,  or if we should  encounter  difficulties in our
relationships  with third party  manufacturers,  our  preclinical  and  clinical
testing  schedule  would be  delayed.  If  clinical  trials  of a  product  were
successful,  we  might  consider  shifting  production  of that  product  from a
contract  manufacturer to a large  pharmaceutical  company for mass  production.
Such a transfer would entail numerous technical difficulties,  and, because none
of  our  potential   products  are  sufficiently   developed  to  consider  mass
production,  we  cannot  be  certain  that  such a  transfer  could be  arranged
successfully or on terms acceptable to the company.

                                       23



     Marketing  and  Sales  Capacity.  Although  we do not  currently  have  any
marketable products, our ability to produce revenue ultimately depends on our or
our  licensees'  ability to sell our products if and when the FDA approves them.
We  currently  have  no  marketing  experience,   sales  force  or  distribution
capabilities.  If we are  unable  to  establish  direct  or  indirect  sales and
distribution capabilities,  or are unsuccessful in gaining market acceptance for
licensing  arrangements,  we will  not be  able to  generate  revenue  from  our
products,  even if they prove to be effective.  If we enter into co-promotion or
licensing  arrangements,  our revenues will be dependent on the efforts of third
parties, and, at this early stage of our product development,  we cannot predict
whether any of these  arrangements  would be obtainable  on acceptable  terms or
would be successful.

     Acceptance by Health Care  Community.  Any product that we may develop will
be  successful  only if the  health  care  community  accepts  it. The degree of
acceptance of any product we develop by the health care community will depend on
a variety of factors, including the following:

o        our  establishment  and  demonstration to the  medical community of the
         clinical efficacy and safety of the product;

o        our ability to demonstrate that the product is superior to alternatives
         then on the market; and

o        the  reimbursement policies of government  and third-party  payers with
         respect to the product.

     We have a history of operating  losses and we expect our losses to increase
as a result of our strategy of increasing our internal drug development efforts.

     We have  incurred  significant  operating  losses  since our  inception  in
January 1987. At December 31, 2001, our accumulated deficit was $86,605,000.  We
incur losses because our research and development and general and administrative
expenses  exceed the  revenue we  generate  from our  operating  activities  and
investments.  Our net loss applicable to common  stockholders for the last three
fiscal years, in thousands of dollars, was as follows:

                             Year Ended December 31,

        2001                  2000                 1999
        ----                  ----                 ----
       $26,118                $13,859              $15,121


     The rate at which we incur  losses has  increased  over the past year as we
have increased our internal drug development efforts. We expect our rate of loss
to increase  further as these efforts  continue to result in increased  expenses
from  pre-clinical and clinical testing and reduced revenues from  collaborative
arrangements.  Our research and development expenses increased by $3,630,000 for
the year ended December 31, from $14,360,000 in 2000 to $17,990,000 in 2001, due
primarily  to  increases  in  pre-clinical  testing  costs  associated  with our
depression program. Costs for this program may increase further as it moved into
clinical  trials in  February  2002,  and costs  for  other  programs  will also
increase as we  accelerate  our  development  efforts.  At this stage of product
development, we cannot accurately predict how large these increases will be, but
we expect  that they will be at least as much as, and  probably  more than,  the
increases seen to date in our depression program.

     To date, our only material  sources of operating  revenue have been license
revenue that generally has come in the form of one-time  payments,  and contract
revenue,  which  comes  from  collaborative  arrangements.

                                       24


License  revenue  is
unpredictable,  as it depends on the research  activities and needs of potential
third  party  licensees,  about  which  we have  little  knowledge.  We have not
included any material increase in contract revenue in our current forecasts. The
table below shows our license and contract revenue, in thousands of dollars, for
the past three fiscal years:

                            Year Ended December 31,
                            -----------------------

                              2001            2000           1999
                            -------         -------         -------
Contract Revenue            $1,157          $1,086          $1,855
License Revenue             $  250          $2,750              --

     We don't expect to achieve  sufficient  revenue to become profitable unless
and until we  realize  revenues  from the sale of  commercially  successful  new
drugs.  This will not happen  unless we or our licensees  successfully  complete
clinical trials with respect to a drug candidate, obtain regulatory approval for
that drug candidate and  commercialize the resulting drug. As discussed above in
the preceding risk factor, this will not occur for a significant number of years
and may never occur.

     If we are unable to obtain  additional  financing in the future, we may not
be able to sustain our business.

     As discussed  above, we must expend capital to fund our operations,  and we
expect our rate of capital expenditure to increase in the future. As of December
31,  2001,  we  had  $49,650,000  in  cash,  cash   equivalents  and  marketable
securities,  which we believe will be sufficient to fund operations  through the
second  quarter of the year  2003.  However,  it is likely  that we will need to
raise additional capital to fund our operations beyond that time. Because of the
uncertainties  inherent in capital  markets,  we cannot be sure that  additional
funds will be  available  on  favorable  terms or at all,  or whether  any funds
raised would be sufficient to permit us to continue to conduct our operations or
achieve profitability. Any further equity financing we do obtain could result in
additional dilution to our then existing stockholders. If adequate funds are not
available  when we need  them,  we may  never  become  profitable  and we may be
required  to  curtail  significantly  or  eliminate  one or  more  of  our  drug
development programs, or to discontinue our operations all together.

     If we  are  unable  to  obtain  and  maintain  patent  protection  for  our
intellectual  property,  we may  be  unable  to  grow  our  business  or  become
profitable.

     Our success  depends,  in part,  on our ability to  establish,  protect and
enforce our proprietary rights relating to our intellectual property. Our policy
is to seek, when appropriate,  protection for our gene and compound  discoveries
and other  proprietary  technology by filing patent  applications  in the United
States and in other countries.  As of February 15, 2002, we had been granted 150
patents.  Patent law as it relates to inventions in the  biotechnology  field is
still evolving, and involves complex legal and factual questions.  Moreover, the
patentability  of our inventions can be affected by the actions of others beyond
are control. Accordingly, we cannot be certain that patents will be granted with
respect to any of our patent applications currently pending in the United States
or in  other  countries,  or with  respect  to  applications  filed by us in the
future.  If we do not  receive  patents  on the genes,  compounds  or methods we
develop,  if we are unable to  enforce  the  patents we have been  granted or if
practicing our inventions infringes a third party's patents, then our ability to
profit from these developments may be materially diminished.

     There is no clear policy regarding the breadth of claims allowed in patents
or the degree of protection they afford. We therefore cannot predict the breadth
or  enforceability  of claims allowed in the patents that have been issued to us
or in patents  that may be issued to us in the  future,  nor can we be sure that
claims in our patents,  either as initially  allowed by the United States Patent
and  Trademark  Office  or any  of  its  non-United  States

                                       25



counterparts  or as
subsequently  interpreted by courts inside or outside the United States, will be
sufficiently  broad to allow  us to  profit  from the  genes  and  compounds  we
discover.

     Patents  issued to us may be  infringed,  invalidated  or  circumvented  by
others, or the rights granted under our patents may not be commercially valuable
or  provide  competitive  advantages  to  us  or  our  licensees.  A  number  of
pharmaceutical  companies,  biotechnology  companies,  universities and research
institutions have significantly  expanded their gene discovery efforts in recent
years and have filed patent applications or received patents covering their gene
discoveries.  Some of these  applications or patents may be competitive with our
applications  or  conflict  in  certain  respects  with  claims  made  under our
applications.  We cannot predict whether, in the event of any conflict,  we will
be in a  priority  position  with  respect  to  inventorship  on  any  of  these
applications.  If we are not, then our ability to exploit the patents subject to
the conflict would be materially diminished.

     Our  patents  and  patent   applications   may  be  challenged  by  way  of
interference  proceedings  or  opposed  by  third  parties,  and we may  need to
participate  in  interference  proceedings  or  oppose  the  patents  or  patent
applications of third parties in order to protect our rights.  Interference  and
opposition proceedings can be expensive to prosecute and defend.

     In some cases,  litigation or other  proceedings may be necessary to assert
infringement claims against others, to defend against claims of infringement, to
enforce  patents issued to us, to protect trade  secrets,  our know-how or other
intellectual  property  rights,  or to  determine  the scope and validity of the
proprietary  rights of third  parties.  An adverse  outcome in any litigation or
proceeding  could  subject us to  significant  liabilities,  require us to cease
using the subject  technology  or require us to license  the subject  technology
from a third  party,  all of which  could  cause our costs to  increase  and our
revenues or  potential  revenues  to decline.  Any  litigation  could  result in
substantial costs and divert our resources from drug development activities.

     On June 5, 2000, the company filed suit in the United States District Court
for the  District of New Jersey  against  M.D.S.  Panlabs,  Inc.,  a  Washington
corporation,  and Panlabs  Taiwan Ltd., a Taiwanese  corporation  (collectively,
"Panlabs").  The suit  alleges that Panlabs has  infringed  several  issued U.S.
Patents owned by the company that relate to cloned human receptors and their use
in binding  assays.  The suit also  alleges  that  Panlabs  has been  importing,
selling and offering to sell products of our patented binding assay processes to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey. See "Legal Proceedings" in PART I, Item 3.

     On December 14, 2001, we filed suit in the United States District Court for
the  District of New Jersey  against  Euroscreen,  S.A.,  a Belgian  corporation
("Euroscreen").  The suit alleges that Euroscreen has infringed  numerous issued
U.S.  Patents owned by us, which relate to cloned human  receptors and their use
in binding assays. The suit alleges that Euroscreen has been importing,  selling
and  offering to sell  products  of our  patented  binding  assay  processes  to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey, and that Euroscreen has conspired with Panlabs to infringe our patents.

     The suits seek injunctions against the infringing activities of Panlabs and
Euroscreen,  awards  of  damages,  the  destruction  of  data  obtained  by  the
infringement  of our patents,  and other  relief.  An adverse  resolution of the
above matters would not have a material adverse effect on our business.

     Our drug development and  commercialization  efforts may be impaired by the
intellectual property rights of third parties.

     Our future  success  depends,  in part,  on our ability to operate  without
infringing  patents and proprietary  rights of third parties.  We are aware of a
large number of patents and patent  applications  of third  parties that contain
claims to genes that code for G  protein-coupled  receptors  or  compounds  that
interact with G protein-coupled receptors.

                                       26



Patents issued to others may preclude
us from using or licensing  our  technology or may preclude us and our licensees
from  commercializing  drugs  developed  with our  technology.  We have acquired
licenses  to  use  certain  technologies  covered  by a patent owned by Columbia
University,  and may be  required  to obtain  additional  licenses to patents or
other  proprietary   rights  of  other  parties  in  order  to  pursue  our  own
technologies.  We cannot be sure that,  if required,  we would be able to obtain
any additional  licenses on acceptable  terms,  if at all. The failure to obtain
needed  licenses could result in delays in our  development  efforts or those of
our licensees,  or could preclude the  development,  manufacture or sale of some
products.

     Our competitive  position will be impaired if we are unable to maintain the
confidentiality of our trade secrets and other proprietary information.

     We  rely  upon  trade   secrets,   proprietary   know-how  and   continuing
technological  advances to develop and maintain our  competitive  position.  Our
business  strategy requires us to share this information among our employees and
those of our licensees. If this confidential  information becomes known to third
parties,  whether through inadvertent  disclosure or breach of a confidentiality
agreement or otherwise,  the value of the information to us may be diminished as
well as our ability to develop competitive processes and products.

     We face substantial competition from many companies that have significantly
greater resources than we do.

     We operate in a field in which new  developments  occur and are expected to
continue  to  occur  at  a  rapid  pace.   Competition  from  biotechnology  and
pharmaceutical   companies,   joint   ventures,   academic  and  other  research
institutions  and others is intense,  and we expect it to increase.  Because the
research and pre-clinical  stages of the drug  developmental  process are highly
secretive  processes,  we cannot be certain of who our  competitors are or where
our drug discoveries stand in relation to theirs; however, we believe many other
pharmaceutical  and biotechnology  companies,  including Merck,  Pfizer, and Eli
Lilly,  currently  employ  elements of our human  receptor-targeted  drug design
technology   in  their  drug   discovery   efforts.   We  are  aware  that  many
pharmaceutical and biotechnology companies, including Arena Pharmaceuticals, 7TM
Pharma and Norak  Biosciences,  are engaged in efforts to develop compounds that
interact with G protein-coupled  receptor subtypes,  including receptor subtypes
with which we are working. Our competitors include large biotechnology companies
and  multinational  pharmaceutical  companies,  including,  in addition to those
identified above,  GlaxoSmithKline,  Schering-Plough,  and Bristol-Myers Squibb,
who may  gain a  competitive  advantage  over us  because  they  employ  greater
financial and other resources,  including larger research and development staffs
and more extensive marketing and manufacturing organizations, than are available
to us. We expect our  competition  to  increase,  as many  large  pharmaceutical
companies are now routinely  performing  the types of research and services that
have historically been performed by smaller companies such as ours.

     We believe that every major pharmaceutical company, and numerous other drug
development companies, is attempting to develop drugs to treat the disorders for
which we are attempting to develop drugs.  For example,  Eli Lilly,  Merck,  and
Pfizer  have  announced  that they are  attempting  to  develop  drugs to combat
obesity,  depression,  incontinence and diabetes.  We believe that many of these
companies have products that are closer to market than ours. For example,  Merck
has  announced  the  commencement  of  clinical  trials  on  a  drug,  which  if
successful,  will be used to treat  depression.  Our competitors  will achieve a
significant  competitive  advantage if they  complete  clinical  trials,  obtain
required regulatory approvals or commence commercial sales of their drugs before
we  achieve  that  stage  of  development  with  our  products.   Moreover,  our
competitors may be able to develop  technologies  that circumvent our technology
or that are more  effective  than  those  that we  develop  or that  render  our
technology or drugs less  competitive or obsolete.  Our  competitors may also be
able to obtain patent  protection  or other  intellectual  property  rights that
would limit our ability to use or license our own  technology  or  commercialize
the drugs we or our licensees develop.

                                       27



     The stringent regulatory approval process for new drugs creates significant
expenses  and  makes it  uncertain  whether  any drugs we or our  licensees  may
develop would be approved for commercial use.

     The  development,  manufacturing  and  marketing  of drugs are  subject  to
regulation by numerous Federal, state and local governmental  authorities in the
United States, the principal one of which is the FDA, and by similar agencies in
other  countries  in which we may test and market the drugs we develop.  The FDA
and  comparable   regulatory   agencies  in  other  countries  impose  mandatory
procedures  and  standards for the conduct of  preclinical  testing and clinical
trials and the  production  and  marketing of drugs for human  therapeutic  use.
Product development and approval of a new drug are likely to take many years and
involve the expenditure of substantial resources.

     The steps  required  by the FDA  before  new drugs may be  marketed  in the
United States include:

o      preclinical studies;

o      the  submission  to  the  FDA  of  a  request  for   authorization   to
       conduct clinical trials on an investigational new drug (IND) application;

o      adequate and well-controlled clinical trials, including Phase I, Phase II
       and Phase III trials, to establish the  safety  and  efficacy of the drug
       for its intended use;

o      submission to the FDA of a New Drug Application (NDA); and

o      review and approval of  the NDA by the FDA before the drug may be shipped
       or sold commercially.

     In the United States in  particular,  timetables  for the various phases of
clinical trials and NDA approval cannot be predicted with any certainty. We, our
licensees or the FDA may suspend  clinical  trials at any time if it is believed
that  individuals  participating in the trials are being exposed to unacceptable
health risks.  Even assuming that clinical  trials are completed and that an NDA
is submitted to the FDA, there can be no assurance that the NDA will be reviewed
by the FDA in a timely manner or that once  reviewed,  the NDA will be approved.
The approval process is affected by numerous factors,  including the severity of
the targeted  indications,  the  availability of alternative  treatments and the
risks and benefits  demonstrated in clinical trials.  The FDA may deny an NDA if
applicable  regulatory  criteria are not  satisfied,  or may require  additional
testing or information with respect to the  investigational  drug. Data obtained
from   preclinical   and  clinical   activities   are   susceptible  to  varying
interpretations  that  could also  delay,  limit or  prevent  regulatory  agency
approval. Even if initial FDA approval is obtained,  further studies,  including
post-market  studies,  may be  required in order to provide  additional  data on
safety and will be required in order to gain  approval  for the use of a product
as a treatment for clinical  indications  other than those for which the product
was initially tested.  The FDA will also require  post-market  reporting and may
require  surveillance  programs to monitor the side effects of the drug. Results
of post-marketing  programs may limit further marketing of the drug. Further, if
there  are any  modifications  to the drug,  including  changes  in  indication,
manufacturing  process or  labeling,  an NDA  supplement  may be  required to be
submitted to the FDA.  Finally,  delays or rejections may be  encountered  based
upon changes in regulatory  agency policy during the period of drug  development
or the period of review of any application  for regulatory  agency approval of a
drug. Moreover,  because our present licensees are, and future licensees may be,
responsible for preclinical  testing,  clinical  trials,  regulatory  approvals,
manufacturing and commercialization of some drugs, the ability to obtain and the
timing of  regulatory  approvals  for these  drugs may not  always be within our
control.

                                       28



     Prior to the  commencement  of  marketing  a product in any other  country,
approval by  regulatory  agencies in that  country is  required,  regardless  of
whether  FDA  approval  has been  obtained  for the  product.  The  requirements
governing the conduct of clinical trials and product  approvals vary widely from
country to country,  and the time required for approval may be longer or shorter
than the time  required for FDA  approval.  Although  there are  procedures  for
unified filings for some European countries, in general each country has its own
procedures and requirements.

     Delays in obtaining  regulatory agency approvals could adversely affect the
marketing of any drugs we or our licensees  develop,  impose  costly  procedures
upon our activities,  diminish any competitive advantages that we may attain and
adversely affect our ability to receive revenues or royalties. Because there are
numerous reasons that regulatory  approval of any given product may be denied at
any stage of the development process,  there is a material risk that, even after
the expenditure of significant  time and money on a product,  we will not obtain
all required  regulatory  agency approvals for that product.  Moreover,  even if
regulatory  agency  approval  for a product is granted,  the approval may entail
limitations  on the  indicated  uses for  which  the  product  may be  marketed.
Further, approved drugs and their manufacturers are subject to continual review,
and discovery of previously unknown problems with a drug or its manufacturer may
result in restrictions on the drug or manufacturer,  including withdrawal of the
drug from the market.  Regulatory  agency approval of prices is required in many
countries  and could  limit the  revenues  that we are able to realize  from any
particular product.

     At  present, only one of our compounds has progressed  beyond  pre-clinical
studies.  We submitted an IND application to the FDA for our depression  program
in the fourth quarter of 2001 and began Phase I clinical  trials on this program
in February 2002. This study is currently underway.

     We could face product liability claims that exceed our ability to pay them.

     Product  liability  risks are  inherent in the testing,  manufacturing  and
marketing of human therapeutic products.  The compounds we and our licensees are
investigating  could prove to be injurious to humans. We are covered by clinical
trial insurance  coinciding with the  commencement of Phase I clinical trials of
our  depression  compound.  If we are  unable  to obtain  appropriate  liability
insurance coverage for drugs developed by us or our licensees, we may be exposed
to product  liability  claims that we do not have the  resources  to pay.  Large
liability claims could result in substantial  losses and potentially force us to
discontinue operations.

     We will not be successful if we are unable to attract and retain sufficient
qualified personnel.

     We rely on our management and scientific staff. We face intense competition
for personnel from, among others, biotechnology and pharmaceutical companies, as
well as academic and other research institutions.  In addition, our new business
strategy  requires us to hire employees with drug  development  expertise and to
manage aspects of the drug  development  process that we formerly  relied on our
licensees to manage. If we lose the services of any key personnel, or are unable
to hire additional  personnel with the right knowledge and skills, then our drug
development efforts may be delayed or disrupted.

     Robert L. Spence, our Chief Financial  Officer for the past  twelve  years,
retired  from  the  company  effective  January  2, 2002.  Edmund  M.  Caviasco,
C.P.A., the Company's Controller,  has assumed the responsibilities of principal
accounting officer from Mr. Spence.

     In November 2001, our board of directors  implemented a CEO succession plan
pursuant to which it appointed a special  committee  to recruit a new  President
and Chief Executive Officer.  Kathleen P. Mullinix,  a  founder  of the company,
resigned as Chairman of the Board and will retire as President,  Chief Executive
Officer and a Director upon the hiring of her successor.

                                       29



     Our  business  may  experience  some  disruptions  as we seek  to hire  and
transition to new senior management.

     Our use of radioactive  materials  exposes us to potential  liabilities and
sanctions that could disrupt our operations.

     Our activities involve the controlled use of radioactive compounds.  We are
subject  to  local,   state  and  Federal  laws  and  regulations   relating  to
occupational safety,  laboratory practices, the use, handling and disposition of
radioactive materials, environmental protection and hazardous substance control.
While complying with these  requirements  does not represent a material cost, we
do not maintain  insurance for this particular risk and, despite compliance with
these  requirements,  we can not  completely  eliminate  the risk of  accidental
contamination  or  injury  from  the  use,  storage,  handling  or  disposal  of
radioactive  compounds.  Any  accidental  contamination  or  injury  from  these
materials  could expose us to liability for damages or result in sanctions  that
require us to delay or discontinue some or all of our operations.

     Our stock price is highly  volatile,  and you could lose money investing in
our stock even if we meet our performance goals.

     Historically,  the  market  price  for our  common  stock  has been  highly
volatile and subject to significant  fluctuations  both related and unrelated to
our operating  performance.  Relatively  small  purchases or sales of our common
stock can  result in  relatively  large  fluctuations  in our  stock  price.  In
addition,  future announcements or events concerning us or our industry may have
a significant  impact on the market price of our stock.  Such  announcements and
events could include, but are not limited to, the following:

o    the results of research, development testing, or technological innovations,
     either by us or others,

o    the introduction of new commercial products, whether by us or others,

o    new government regulations or enforcement actions,

o    developments in the protection of proprietary rights,

o    litigation or the results of litigation,

o    public concern as to the safety of our products or those of others in our
     industry,

o    the failure of operating results to meet expectations of investors or
     public market analysts,

o    fluctuations in our results of operations,

o    changes in health care policy in the United Sates or other countries,

o    changes in analysts' recommendations regarding our stock, and

o    changes in the pharmaceutical or biotechnology industry generally.

     The tables in PART II,  Item 5,  hereof,  "Market For  Registrant's  Common
Equity and Related Stockholder  Matters",  set forth the high and low last trade
prices for our common stock as reported by The Nasdaq Stock Market.

                                       30



     Our  rights  plan and  provisions  in our  charter  make it  difficult  for
stockholders  to replace our existing  board,  which could prevent a sale of our
company that is desirable to our stockholders.

     In November 1995, we adopted a stockholders'  rights plan pursuant to which
one right to purchase  1/1000th of a share of our Series A Junior  Participating
Preferred  Stock is  attached to each share of  outstanding  common  stock.  The
rights detach from the common stock and become exercisable on the tenth business
day  following  (i) the  acquisition  by a person or group of 15% or more of our
outstanding  common  stock or (ii) the  announcement  by a person or group of an
intention  to  acquire  through  tender  or  exchange  offer  15% or more of our
outstanding  common  stock,  in either case without the approval of our board of
directors.  The Board of  Directors  has  granted  two  groups  of  shareholders
exemptions  from the 15%  threshold  in the  Rights  Plan.  Warburg  Pincus  may
beneficially  own up to 41% of our outstanding  common stock,  and BVF, Inc. and
its affiliates may beneficially own up to 16.4% of the outstanding common stock,
without triggering the plan.

     Our certificate of incorporation  provides for our board of directors to be
divided into three classes of  approximately  equal size,  with each class to be
elected for a three-year  term at the annual  meeting of  stockholders  at which
that  class  of  directors  term  expires.  Directors  can  be  removed  by  the
stockholders  only  for  cause  and only  with a vote of 60% of the  outstanding
voting power.  Accordingly,  it would require two years to replace a majority of
the board of  directors  without  cause.  Any  amendment or repeal of any of the
provisions of the  certificate  of  incorporation  that relate to the classified
board of directors or the removal of directors  requires the affirmative vote of
at least 80% of the outstanding  voting power of our stock and a majority of our
board of directors.

     Our certificate of incorporation and by-laws require approval of a majority
of the board of directors to call a special  meeting of  stockholders,  prohibit
the  stockholders  from taking  action by written  consent  and require  advance
notice by stockholders  of an intention to nominate  persons for election to the
board of directors.  In addition,  the board of directors is authorized to issue
preferred   stock  without   stockholder   approval  with  whatever  rights  and
preferences the board may determine to be appropriate. The rights of the holders
of common  stock will be subject  to, and could be  adversely  affected  by, the
rights of the holders of any preferred stock issued in the future.

     Our rights  plan has the  effect of making an  acquisition  of the  company
prohibitively  expensive for any potential acquirer not approved by the board of
directors.  Under  Delaware law, the board of directors has broad  discretion in
determining  whether or not to sell the  company,  even in  circumstances  where
stockholders consider a sale to be desirable.  Thus, an acquirer not approved by
the board could be prevented from acquiring the company unless a majority of the
company's  stockholders  voted to replace a majority of the board with directors
that did approve the acquisition. As discussed above, it would take two years to
replace a majority of the board of directors  without cause.  It would therefore
be very difficult for any third party to acquire our company without the consent
of our board, even in a transaction that  stockholders  believe to be favorable.
This could have the effect of  depriving  the owners of our common  stock of the
opportunity to sell their shares at a premium over prevailing market prices in a
transaction  proposed by a third party,  where our board  favors an  alternative
transaction or believes that a sale of the company is not desirable.

     Warburg  Pincus,   whose   interests  may  differ  from  yours,   exercises
substantial  influence over our management and policies and could prevent a sale
of the company.

     Warburg  Pincus Private  Equity VIII,  LP, our largest  shareholder,  holds
approximately  34.6% of the  voting  power  of our  outstanding  capital  stock.
Warburg  Pincus has the right to appoint two of the nine members of our board of
directors  and to approve the selection of a third member in  consultation  with
company  management  and the rest of the board.  Warburg  Pincus'  interests may
differ from your interests, and they may be in a position to influence us to act
in a way that is  inconsistent  with the interests of the public

                                       31



holders of our
common  stock.  Because of its large equity  position,  it is unlikely  that any
transaction requiring shareholder approval, such as a sale of the company or its
assets or the election of directors,  would be approved  without Warburg Pincus'
consent.  As the holder of a majority of our  outstanding  Series B and Series C
Convertible  Preferred  Stock,  Warburg  Pincus  also has the  right to veto any
future  issuance  of  preferred  stock  that is senior to or at parity  with our
Series B and Series C  Preferred  Stock.  This  could  give them the  ability to
prevent us from raising capital in a private financing on terms favorable to the
holders of common stock.

     The sale of shares by  selling  shareholders  could  cause a decline in the
market price of our common stock.

     Sales or the potential  for sales of a substantial  number of shares of our
common stock in the public market could adversely affect its market price.  With
the effectiveness of a registration statement on February 14, 2002, there are no
restrictions  on the right of the investors who acquired our preferred  stock in
August and September of 2001, to convert their  preferred  stock to common stock
and sell it in the open market.  If all shares of our  outstanding  Series B and
Series C Convertible  Preferred  Stock were converted to common stock,  we would
have 18,517,187 shares of common stock outstanding,  of which these shareholders
would hold 7,564,584 shares, or approximately 41%.




            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This report contains  "forward-looking  statements"  that involve risks and
uncertainties.  The  statements  contained  in this  report  that are not purely
historical are  forward-looking  statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"). When used
in this report, or in the documents  incorporated by reference into this report,
the words "anticipate," "believe," "estimate," "intend" and "expect" and similar
expressions  are intended to identify  such  forward-looking  statements.  These
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors  that  may  cause  our  actual  results,  performance,
achievements, plans and objectives to differ materially from any future results,
performance,  achievements,  plans and objectives  expressed or implied by these
forward-looking  statements. Such risks, uncertainties and other factors include
those  described  under  the  captions  "Risk  Factors,"  "Patents,  Proprietary
Technology and Trade Secrets," "Competition," and "Government Regulation."

     You should  not place  undue  reliance  on any  forward-looking  statements
contained in this report. Further, any forward-looking  statement speaks only as
of the date on which it is made. New factors emerge from time to time, and it is
not possible for us to predict what factors will arise or when. In addition,  we
cannot  assess the impact of each factor on our  business or the extent to which
any factor,  or  combination  of  factors,  may cause  actual  results to differ
materially from those contained in any forward-looking statements.

     For a discussion of important  risks of an  investment  in our  securities,
including  factors that could cause  actual  results to differ  materially  from
results referred to in the forward-looking  statements,  see "Risk Factors." You
should  carefully  consider the  information  set forth under the caption  "Risk
Factors."  In  light  of  these  risks,   uncertainties  and  assumptions,   the
forward-looking  events discussed in or incorporated by reference in this report
might not occur.




                                       32



Item 8.  Financial Statements

                       SYNAPTIC PHARMACEUTICAL CORPORATION

                          INDEX TO FINANCIAL STATEMENTS



                                                                       Page
                                                                       ----

Report of Independent Auditors........................................  34

Balance Sheets at December 31, 2001 and 2000..........................  35

Statements of Operations and Comprehensive Income (Loss)
 for the years ended December 31, 2001, 2000 and 1999.................  36

Statements of Stockholders' Equity for the years ended
 December 31, 2001, 2000 and 1999.....................................  37

Statements of Cash Flows for the years ended
 December 31, 2001, 2000 and 1999.....................................  38

Notes to Financial Statements.........................................  39

















                                       33




                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders

SYNAPTIC PHARMACEUTICAL CORPORATION

     We have audited the accompanying balance sheets of Synaptic  Pharmaceutical
Corporation  as of December  31, 2001 and 2000,  and the related  statements  of
operations and comprehensive income (loss),  stockholders' equity and cash flows
for each of the  three  years in the  period  ended  December  31,  2001.  These
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Synaptic  Pharmaceutical
Corporation at December 31, 2001 and 2000, and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
2001, in conformity with accounting  principles generally accepted in the United
States.



                                                     ERNST & YOUNG LLP



MetroPark, New Jersey
February 15, 2002






                                       34






                       SYNAPTIC PHARMACEUTICAL CORPORATION

                                 BALANCE SHEETS

(in thousands, except share and per share information)

December 31, 2001 and 2000

Assets                                                    2001         2000
--------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents                              $ 45,552       $  2,037
Marketable securities--current maturities                 2,553         20,627
Deferred tax assets                                         256
Other current assets                                        431            814
--------------------------------------------------------------------------------
Total current assets                                     48,792         23,478
Property and equipment, net                               4,268          4,781
Marketable securities                                     1,545          8,938
Patent and patent application costs, net                     --            227
Other assets                                                228            147
--------------------------------------------------------------------------------
                                                       $ 54,833       $ 37,571
================================================================================

Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity
--------------------------------------------------------------------------------
Current liabilities:
Accounts payable                                       $ 1,441        $ 1,128
Accrued liabilities                                      1,104            648
Accrued compensation                                       550            348
Deferred revenue                                           107            354
--------------------------------------------------------------------------------
Total current liabilities                                3,202          2,478

Deferred rent obligation                                   845            564

Series B senior redeemable convertible preferred
 stock; authorized, issued and outstanding--11,056
 shares in 2001, liquidation preference--$11,056,000    10,206             --

Series C senior redeemable convertible preferred
 stock; authorized, issued and outstanding--29,944
 shares in 2001, liquidation preference--$29,944,000    27,613             --

Stockholders' equity:
Series A preferred stock, $.01 par value;
 authorized--1,000,000 shares                               --             --
Common Stock, $.01 par value; authorized--25,000,000
 shares issued and outstanding--10,953,353 shares
 in 2001 and 10,935,772 shares in 2000                     109            109
Additional paid-in capital                              99,376         99,392
Accumulated other comprehensive income--net
 unrealized gains (losses) on securities                    87           (183)
Accumulated deficit                                    (86,605)       (64,789)
--------------------------------------------------------------------------------
Total stockholders' equity                              12,967         34,529
--------------------------------------------------------------------------------
                                                      $ 54,833       $ 37,571
================================================================================

                       See notes to financial statements.

                                     35




                       SYNAPTIC PHARMACEUTICAL CORPORATION

            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share information)

For the years Ended December 31, 2001, 2000 and 1999

                                                   2001        2000        1999
--------------------------------------------------------------------------------
Revenues:
Contract revenue                                $  1,157    $  1,086   $  1,855
License revenue                                      250      2,7500         --
--------------------------------------------------------------------------------
Total revenues                                     1,407      3,836       1,855
Expenses:
Research and development                          17,990     14,360      14,592
General and administrative                         7,620      5,852       5,060
--------------------------------------------------------------------------------
Total expenses                                    25,610     20,212      19,652
--------------------------------------------------------------------------------
Loss from operations                             (24,203)   (16,376)    (17,797)
Other income, net:
Interest income                                    1,505      2,106       2,674
Gain on sale of securities                            --         --           2
Other                                                495          4          --
--------------------------------------------------------------------------------
Other income, net                                  2,000      2,110       2,676
--------------------------------------------------------------------------------
Net loss before benefit from income taxes        (22,203)   (14,266)    (15,121)
Income tax benefit                                   387        407          --
--------------------------------------------------------------------------------
Net loss                                         (21,816)   (13,859)    (15,121)
Beneficial conversion feature and
 accretion of redemption value of
 mandatorily redeemable convertible
 preferred stock                                  (4,302)        --          --
--------------------------------------------------------------------------------
Net loss applicable to common
 stockholders                                   $(26,118)  $(13,859)   $(15,121)
================================================================================
Comprehensive loss:
Net loss                                        $(21,816)  $(13,859)   $(15,121)
Unrealized gains (losses) arising
 during period                                       270        608        (702)
Less: reclassification adjustment
 for gains included in net income                     --         --         (12)
--------------------------------------------------------------------------------
Comprehensive loss                              $(21,546)  $(13,251)   $(15,835)
================================================================================
Basic and diluted net loss per share
applicable to common stockholders               $  (2.39)  $  (1.28)   $  (1.41)
================================================================================
Shares used in computation of net loss
 per share applicable to common stockholders  10,942,023 10,850,262  10,742,296
================================================================================

                       See notes to financial statements.

                                       36



                       SYNAPTIC PHARMACEUTICAL CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share information)

(in thousands, except share information)



                                                                                

                                                                  Net
                                                               Unrealized
                                                                 Gains                                 Total
                                                    Additional  (Losses)   Deferred       Accumu-      Stock-
                                   Common Stock      Paid-In      on        Compen-        lated       holders'
                                 Shares   Amount     Capital   Securities    sation       Deficit       Equity
                                 ------   ------     -------   ----------    ------       -------    ------------
Balance at January 1, 1999    10,711,374  $  107    $ 98,516  $     (77)   $   (61)     $  (35,809)  $     62,676

Forfeiture of Deferred
 Compensation related to
 Stock Incentive Plan                --       --          (11)          --        11             --            --
Amortization of Deferred
 Compensation                        --       --           --           --        50             --            50
Issuance of 53,287, shares
 of common stock pursuant
 to exercise of stock options    53,287        1          214           --        --             --           215
Adjustment to reflect net
 unrealized loss on
 securities                          --       --           --         (714)       --             --          (714)
Net loss for the year ended
 December 31, 1999                   --       --           --           --        --        (15,121       (15,121)
                               ----------  -----    ---------    ----------  --------     ---------   -----------
Balance at December 31, 1999   10,764,661  $ 108     $ 98,719    $    (791)   $  (--)   $   (50,930   $    47,106

Issuance of 171,111, shares
 of common stock pursuant
 to exercise of stock options   171,111        1          673           --        --             --           674
Adjustment to reflect net
 unrealized gain on
 securities                          --       --           --          608        --             --           608
Net loss for the year ended
 December 31, 2000                   --       --           --           --        --        (13,859       (13,859)
                               ----------  -----    ---------    ----------  --------     ---------   -----------
Balance at December 31, 2000   10,935,772  $ 109     $ 99,392    $    (183)   $  (--)   $  (64,789   $    34,529
Issuance of 17,581, shares
 of common stock pursuant
 to exercise of stock options    17,581       --           58           --        --             --            58
Adjustment to reflect net
 unrealized gain on
 securities                          --       --           --          270        --             --           270
Sale of redeemable convertible
 preferred stock                     --       --        4,228           --        --             --         4,228
Beneficial conversion feature
 and accretion of redemption
 value of redeemable
 convertible preferred stock         --       --       (4,302)          --        --             --        (4,302)
Net loss for the year ended
 December 31, 2001                   --       --           --           --        --        (21,816       (13,859)
                               ----------  -----    ---------    ----------  --------     ---------   -----------
Balance at December 31, 2001   10,953,353  $ 109     $ 99,376    $      87        --      $ (86,605   $    12,967)
                               ==========  =====    =========    ==========  ========     =========   ===========


                       See notes to financial statements.

                                       37




                       SYNAPTIC PHARMACEUTICAL CORPORATION

                            STATEMENTS OF CASH FLOWS

(in thousands)

For the Years Ended December 31, 2001, 2000 and 1999

                                                     2001       2000      1999
--------------------------------------------------------------------------------
Operating activities:
Net loss                                          $(21,816)  $(13,859) $(15,121)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation and patent amortization                 1,308      1,626     1,609
Amortization of premiums (discounts) on
securities                                             297        463       479
Deferred income taxes                                 (256)         -         -
Amortization of deferred compensation                    -          -        50
Gain on sales of securities                              -          -        (2)
Writedown / loss on sale of equipment                   19        100        32
Deferred rent                                          281        270       247
Changes in operating assets and liabilties:
Decrease in other current assets                       383         33       817
Increase (decrease) in accounts payable,
accrued liabilities and accrued compensation           971        727      (540)
Increase in other assets                               (81)      (100)        -
(Decrease) increase in deferred revenue               (247)       354       (83)
--------------------------------------------------------------------------------
Net cash used in operating activities              (19,141)   (10,386)  (12,512)

Investing activities:
Proceeds from sale or maturity of investments       27,440      6,487    19,039
Purchases of investments                            (2,000)         -   (16,349)
Proceeds from sales of equipment                        16         70        80
Reimbursement for leasehold improvements                 -        129         -
Purchases of property and equipment                   (603)    (1,173)     (827)
--------------------------------------------------------------------------------
Net cash provided by investing activities           24,853      5,513     1,943

Financing activities:
Issuance of common stock                                58        674       215
Issuance of preferred stock                         37,745          -         -
--------------------------------------------------------------------------------
Net cash provided by financing activities           37,803        674       215
--------------------------------------------------------------------------------
Net increase (decrease) in cash and
 cash equivalents                                   43,515     (4,199)  (10,354)
Cash and cash equivalents at beginning of period     2,037      6,236    16,590
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period        $ 45,552    $ 2,037   $ 6,236
--------------------------------------------------------------------------------
                       See notes to financial statements.

                                       38



                       SYNAPTIC PHARMACEUTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001

Note 1-- Summary of Significant Accounting Policies

     Organization.   Synaptic  Pharmaceutical  Corporation  ("Synaptic"  or  the
"company")  is a drug  discovery  company  using  its  patented  portfolio  of G
protein-coupled  receptors  ("GPCRs") as the basis for  developing new drugs for
the treatment of a variety of human disorders.  GPCRs represent a class of human
receptors that are involved with a broad range of physiological functions in the
body.  Human receptors are protein  molecules that exist on the surface membrane
of all cells and affect cell activity.  They are associated  with  physiological
functions and, sometimes, disorders. Synaptic and its licensees conduct research
to discover the function of specific  GPCRs in the human body and  physiological
disorders with which they may be associated.  The company uses this  information
to design  compounds  that attach to and change the  function of these GPCRs and
that have the potential to be developed into drugs to treat disorders with which
the GPCRs are  associated.  The  company's  goal is to develop the  compounds it
designs into commercially viable drugs.

     Basic and Diluted Net Loss Per Share Applicable to Common Stockholders. Net
loss per share applicable to common  stockholders is computed using the weighted
average  number  of  shares  of  common  stock  outstanding.  As a result of the
company's  operating  losses and the  anti-dilutive  effect of stock options and
convertible preferred stock, these instruments are excluded from the computation
of diluted net loss per share.

     Revenue  Recognition.  Revenues that the company receives,  or may receive,
are derived from either  multi-element  revenue  arrangements  or from  research
services that the company performs. Historically, virtually all revenue that has
been  recorded has been under  multi-element  revenue  arrangements.  Generally,
revenue is realized or realizable and earned when all of the following  criteria
are met: (1) an arrangement exists, (2) services have been rendered,  (3) prices
of services  are fixed or  determinable  and (4)  collectibility  is  reasonably
assured.  As the  structures  of these  arrangements  are unique and may contain
several different revenue  components,  each is reviewed on a case-by-case basis
in order to determine  the  appropriate  amount and term over which to recognize
revenues.

     Under these multi-element revenue arrangements, the company may receive one
or more of the following types of revenue:  license  revenue,  research  funding
revenue,  milestone  revenue,  royalty revenue and revenue derived from sales of
drugs.

     License revenue represents  non-refundable payments for a license to one or
more of the company's  patents and/or a license to its technology.  Payments for
licenses are  recognized  as they are received or, if earlier,  when they become
guaranteed, provided they are independent of any continuing research activity on
the related project.  Otherwise, they are recognized pro-rata during the term of
the related research agreement in accordance with Staff Accounting  Bulletin No.
101 "Revenue Recognition in Financial Statements."

     Research  funding revenue includes payment to support a specified number of
Synaptic's  scientists.  Such revenue is  recognized  ratably over the period in
which the research is performed.

     Milestone revenue represents non-refundable payments for the achievement of
specified  milestones  under either an existing  arrangement  or under a license
that  has  been  granted  to one or more of the  company's  patents  and/or  its
technology.   Such  payments  typically  coincide  with  the  achievement  of  a
substantial element in a multi-element arrangement or measure substantive stages
of progress toward  completion  under a long-term  contract.  The recognition of
such payments as revenue is determined  based upon the nature of the  underlying

                                       39



arrangement.  Milestone  payments  received under contracts where the company is
performing related ongoing research,  and which are deemed to have multi-element
financial arrangements, will be recognized as revenue over the remaining life of
the  contract.   Milestone   payments  received  under  license  agreements  are
recognized  as revenue as they are  received  or, if  earlier,  when they become
guaranteed, provided they are independent of any research activity.

     Royalty revenue represents  payments that may be received from the sales of
drugs that may be developed  using the technology or the patent rights that have
been licensed. The company is entitled to receive royalty payments under most of
its license  agreements.  To date, the company has not received royalty payments
and does not expect to receive such payments for a number of years, if at all.

     Revenue  derived from the sales of drugs would be recognized if the company
markets drugs.  The company may develop drugs on its own or in partnership  with
others.  As part of the agreement with  Grunenthal,  the company has development
and  marketing  rights in certain  geographical  areas with respect to any drugs
that are jointly  identified  under the  agreement.  Accordingly,  Synaptic  may
receive  revenue  from  sales of drugs in  designated  geographical  areas if it
markets them  independently,  or the company may receive royalty  payments if it
licenses  its  marketing  rights to a third  party.  To date,  Synaptic  has not
received  revenue  from the sales of drugs and does not expect to  receive  such
revenues for a number of years, if at all.

     Cash  Equivalents.  Cash equivalents  consist of highly liquid  investments
with  maturities  of three  months  or less  when  purchased.  Included  in cash
equivalents  at December  31,  2001,  is  approximately  $45,415,000  related to
investments  in money market funds.  At December 31, 2000,  this amount  totaled
$1,651,000.

     Marketable   Securities.   All  of  Synaptic's  marketable  securities  are
classified as available-for-sale  securities and are carried at fair value, with
the  unrealized   gains  and  losses   reported  as  a  separate   component  of
stockholders'  equity.  The cost of debt securities is adjusted for amortization
of premiums  and  accretion  of discounts  to  maturity.  This  amortization  is
included in interest  income.  Realized  gains and losses and  declines in value
judged to be other than  temporary,  if any, are included in other  income.  The
cost  of  securities  sold  is  based  on the  specific  identification  method.
Investments  held as of December  31, 2001 consist  primarily of U.S.  corporate
debt securities. These investments mature on August 1, 2002 and March 30, 2003.

     The Company has established guidelines relative to diversification,  credit
ratings and  maturities to maintain  safety and  liquidity.  The  guidelines are
periodically  reviewed  and  modified to take  advantage of trends in yields and
interest rates.

     Property  and  Equipment.  Property  and  equipment  are  stated  at  cost.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of the assets. Scientific equipment, office equipment and furniture
and fixtures are depreciated over a life of 7 years.  Leasehold improvements are
depreciated  principally over the life of the facility lease, which is currently
14 years. Software is depreciated over a life of 3 years.

     Patents. Prior to October 1, 1996, patent and patent application costs were
capitalized  and amortized over 7 years or the estimated life of the patent,  if
less, using the straight-line method.  Capitalized costs through October 1, 1996
were amortized over the remaining portions of their seven-year lives.  Effective
October 1, 1996, patent and patent application costs are expensed as incurred.

     Accrued  Liabilities.  Included in accrued liabilities at December 31, 2001
and  2000  are  accrued   professional  fees  totaling  $472,000  and  $340,000,
respectively.

                                       40



     Stock-Based  Compensation.  The Company  has  elected to follow  Accounting
Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees"
("APB No. 25"), in accounting for its employee stock options.  Under APB No. 25,
compensation  expense is recognized  only when the exercise  price of options is
below  the  market  price of the  underlying  stock on the date of  grant.  This
expense is recognized ratably over the vesting period.

     Use of Estimates.  The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements. Estimates also affect the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from these
estimates.

     Comprehensive Income (Loss).  Comprehensive income (loss) is defined as the
change  in  equity  of a  business  enterprise  during a period  resulting  from
transactions  and  other  events  and   circumstances   from  nonowner  sources.
Comprehensive loss for Synaptic,  in addition to net loss,  includes  unrealized
gains and losses on marketable  securities held for sale,  currently recorded in
stockholders' equity.

Note 2 -- Marketable Securities

     The following is a summary of all of Synaptic's marketable securities.  All
of  these   securities   are   classified  as   available-for-sale   securities.
Determination of estimated fair value is based on quoted market prices:

                                                Gross       Gross
                                             Unrealized   Unrealized  Estimated
                                    Cost        Gains      (Losses)   Fair Value
--------------------------------------------------------------------------------

December 31, 2001
U.S. corporate debt securities     4,011,000    87,000          --     4,098,000
--------------------------------------------------------------------------------
                                 $ 4,011,000   $87,000   $      --   $ 4,098,000
================================================================================

December 31, 2000
U.S. Treasury obligations and    $ 8,000,000   $    --   $ (57,000)  $ 7,943,000
     obligations of U.S.
     Government agencies
U.S. corporate debt securities    21,748,000        --    (126,000)   21,622,000
--------------------------------------------------------------------------------
                                 $29,748,000   $    --   $(183,000)  $29,565,000
================================================================================

     The gross realized gains on sale of  available-for-sale  securities for the
years  ending  December  31,  2001,  2000 and 1999  totaled  $0, $0 and  $2,000,
respectively.  There were no gross realized  losses during 2001,  2000 and 1999.
The net adjustment to unrealized gains (losses) on available-for-sale securities
included as a separate  component of  stockholders'  equity totaled  $270,000 in
2001, $608,000 in 2000 and $(714,000) in 1999.

Note 3-- Collaborative and Licensing Arrangements

     At December 31, 2001,  Synaptic was engaged in  collaborations  with Kissei
Pharmaceutical  Co., Ltd.  ("Kissei") and Grunenthal  GmbH  ("Grunenthal").  The
company  has  licensed  technology  and  patent  rights to

                                       41



other  pharmaceutical
companies in addition to these ongoing  collaborative  arrangements.  Details of
these arrangements are set forth below:

     Kissei  Pharmaceutical  Co.,  Ltd.  Synaptic  and Kissei  are  parties to a
research and  licensing  agreement to identify  novel  receptors  utilizing  the
company's  genomics and functional  genomics discovery  technologies.  Under the
term of the  three-year  agreement,  Kissei will provide  funding to Synaptic to
support research that is aimed at discovering novel receptors through the use of
the company's proprietary technologies. In addition to the research funding, the
agreement provides for a license fee, milestone payments and royalty payments to
the  company  on sales of any  products.  In  return,  Synaptic  granted  Kissei
worldwide  exclusive  rights  to  use  selected  receptors  resulting  from  the
collaboration  to  discover,  develop,  manufacture  and  market  drugs that act
through these receptors.

     During 2001 and 2000, the Company  recognized  $1,407,000  and  $1,271,000,
respectively,   in  revenue  under  this  agreement.  Revenues  that  have  been
recognized are not subject to repayment.

     At December 31, 2001, the company had recorded $107,000 in deferred revenue
representing advance funding for research,  which will be recognized in 2002. At
December  31,  2000,  the company  had  recorded  $354,000  in deferred  revenue
representing   advance  funding  for  research  and  license  revenue  that  was
recognized during 2001.

     Grunenthal GmbH. Synaptic and Grunenthal are parties to a collaborative and
licensing  agreement  pursuant to which they are  collaborating  to discover and
develop drugs for the treatment of pain. Synaptic is using its receptor-targeted
drug design technology to identify compounds of interest and Grunenthal is using
its  expertise  to evaluate the  compounds in pain model  systems and to conduct
preclinical  studies.  Grunenthal will conduct  clinical  studies with promising
compounds.  The companies will each be responsible  for their own research costs
and equally  share the  development  costs  through  Phase IIa clinical  trials.
Synaptic will retain  manufacturing and marketing rights in the U.S., Canada and
Mexico and share these rights in countries outside of Europe,  South and Central
America where  Grunenthal  retains these  rights.  To date,  the company has not
recognized any revenue under this collaboration.

     The R.W. Johnson Research Pharmaceutical  Research Institute.  Synaptic and
The R.W.  Johnson  Pharmaceutical  Research  Institute  ("PRI") are parties to a
licensing agreement under which PRI was granted nonexclusive  licenses under the
company's alpha 1 adrenergic  receptor patents and benign prostatic  hyperplasia
functional use patent to develop and sell alpha-1a  selective  compounds for all
therapeutic applications.  PRI is required to make payments upon the achievement
of certain milestones and to pay royalties on sales of products, if any.

     During  2000,  the  company  recognized  $2,500,000  in revenue  under this
licensing  arrangement.  Revenue  that has been  recognized  is not  subject  to
repayment.

     Eli Lilly and  Company.  Synaptic and Eli Lilly and Company  ("Lilly")  are
parties to a  collaborative  and  licensing  agreement  under  which the company
granted Lilly an exclusive license to use all but two of the company's serotonin
drug  discovery  systems to promote the  discovery and  development  of receptor
subtype-selective  drugs  for  the  treatment  of  serotonin-related  disorders.
Through  July 1999,  Lilly  provided  funding to Synaptic to support a specified
number  of  company   scientists   who   conducted   research  as  part  of  the
collaboration.   Under  the  terms  of  the  agreement,  the  collaboration  and
associated  research  funding  ended on July 30, 1999.  Lilly is required to pay
royalties on sales of any products  developed  through the use of the  company's
technology  and is required to make  payments  upon the  achievement  of certain
milestones.

                                       42



     During  1999,  the  company  recognized  $1,676,000  in revenue  under this
agreement. Revenues that have been recognized are not subject to repayment.

     Glaxo Group Limited. Synaptic and Glaxo Group Limited of the United Kingdom
("Glaxo") are parties to a licensing agreement under which Glaxo currently holds
a nonexclusive  license under the company's alpha 1 adrenergic  receptor patents
to develop and sell alpha-1a  selective  compounds for therapeutic  applications
other than the  treatment of BPH.  Synaptic is entitled to receive  royalties on
sales of all alpha-1a selective drugs sold by Glaxo, if any, so long as Synaptic
has an issued patent  relating to an alpha 1 adrenergic  receptor  subtype in at
least one major market country.

     Merck & Co., Inc. Synaptic and Merck & Co., Inc.  ("Merck") were parties to
a  collaborative  and licensing  agreement.  Synaptic had granted Merck licenses
that were subsequently relinquished.

     During  1999,  the  company   recognized  $83,000  in  revenue  under  this
agreement. Revenues that have been recognized are not subject to repayment.

Note 4-- Property and Equipment

     Property and  equipment  consists of the  following as of December 31, 2001
and 2000:

                                                     2001                 2000
--------------------------------------------------------------------------------
Scientific equipment                            $ 8,157,000         $ 7,943,000
Furniture and fixtures                              192,000             192,000
Office equipment                                    575,000             533,000
Leasehold improvements                            2,365,000           2,352,000
Software                                          1,077,000           1,035,000
--------------------------------------------------------------------------------
                                                 12,366,000          12,055,000
Accumulated depreciation and amortization        (8,098,000)         (7,274,000)
--------------------------------------------------------------------------------
                                                $ 4,268,000         $ 4,781,000
================================================================================

Note 5 -- Stockholders' Equity

     Common Stock. At December 31, 2001, a total of 10,953,353  shares of common
stock were outstanding.

     Stockholders' Rights Plan. In November 1995,  Synaptic's Board of Directors
approved the adoption of a stockholders'  rights plan (the "Rights  Plan").  The
Rights Plan provides for the  distribution of one right (a "Right") with respect
to each share of outstanding common stock and any new issuances of common stock.
Upon  completion of the initial  public  offering in December 1995, the Board of
Directors designated Series A Junior Participating  Preferred Stock and declared
a dividend of one Right with respect to each share of common stock  outstanding.
Each Right will become exercisable to purchase from the company,  at an exercise
price of $160.00, 1/1000th of a share of Series A Junior Participating Preferred
Stock or that number of shares of common  stock  having a market  value equal to
two  times  the  exercise  price  of the  Right.  The  Rights  generally  become
exercisable  for the  Series A Junior  Participating  Preferred  Stock  ten days
following  the  announcement  by any person or group of an  intention  to make a
tender offer or exchange offer,  the  consummation of which would cause a person
or group to become the beneficial owner of 15% or more of the outstanding common
stock, and generally become  exercisable for common stock ten days following the
acquisition  by any person or group of beneficial  ownership of more than 15% of
the  outstanding  common stock,  except,  in either case,  where the acquirer or
potential  acquirer has been  approved by the Board of  Directors.

                                       43



The Board of
Directors  has  granted  two  groups  of  shareholders  exemptions  from the 15%
threshold in the Rights Plan.  Warburg Pincus may  beneficially own up to 41% of
the  outstanding  common stock,  and BVF, Inc. and its  affiliates may own up to
16.4% of the outstanding  common stock,  without triggering the plan. The Rights
will expire in the year 2005.  The Rights Plan may  discourage  certain types of
transactions involving an actual or potential change in control of the company.

     Each 1/1000th of a share of Series A Junior  Participating  Preferred Stock
will have one vote and will be entitled to a preferential quarterly dividend per
share equal to the larger of (i) an amount equal to any dividend declared on the
common stock and (ii)  $.000025.  Additionally,  in the event of a  liquidation,
each 1/1000th of a share of the Series A Junior  Participating  Preferred  Stock
would be entitled to a preferential  liquidation  payment equal to $0.01 plus an
amount equal to the amount that would be distributed  with respect to each share
of common stock.

     Preferred Stock.  Synaptic is authorized to issue up to 1,000,000 shares of
preferred   stock,   200,000  of  which  is   designated   as  Series  A  Junior
Participating,  11,056 which is  designated  as Series B  Convertible  Preferred
Stock (the "Series B Preferred  Stock"),  29,944 which is designated as Series C
Convertible  Preferred  Stock (the "Series C Preferred  Stock" and together with
the Series B Preferred  Stock, the "Preferred  Stock"),  and 759,000 of which is
undesignated.  The Board of Directors is  authorized to provide for the issuance
of  preferred  stock in one or more  classes  or series and to fix the number of
shares   constituting  any  such  class  or  series,   and  the  voting  powers,
designations, preferences and relative, participating, optional or other special
rights and qualifications,  limitations or restrictions  thereof,  including the
dividend rights, dividend rate, terms of redemption, redemption price or prices,
conversion  rights and liquidation  preferences of the shares  constituting  any
class or series,  without any further vote or action by the  shareholders of the
company.

     Senior  Redeemable  Convertible  Preferred  Stock.  On August 3, 2001,  the
company sold to investors (the "purchasers"), 9,438 shares of Series B Preferred
Stock in a private placement for $9,438,000.  On September 26, 2001, the company
sold 1,618  shares of Series B  Preferred  Stock and  29,944  shares of Series C
Preferred Stock for $31,562,000.  Net proceeds, after giving effect to placement
fees and offering expenses, were approximately $37,745,000.  The purchasers were
granted certain  subscription and  registration  rights in connection with their
acquisition of the Preferred Stock.

     The  Series B and Series C  Convertible  Preferred  Stock  (the  "Preferred
Stock") are two series of senior redeemable  convertible  preferred stock having
identical  terms,  except  that the  Series B  Preferred  Stock  has an  initial
conversion  price of  $4.3358  and the Series C  Preferred  Stock has an initial
conversion  price of $5.9713.  Each share of Preferred stock may be converted at
any time at the option of the holder  thereof  into a number of shares of common
stock  determined by dividing $1,000 by the conversion  price, as  appropriately
adjusted for any stock splits, stock dividends,  combinations or similar events.
All shares of Preferred Stock shall automatically be converted into common stock
upon the vote to so convert of holders of a majority of the Preferred Stock then
outstanding,  voting  together  as a  separate  class.  The  Preferred  Stock is
currently convertible into an aggregate of 7,564,584 shares of common stock.

     Holders of  Preferred  Stock are  entitled to receive  dividends  on a pari
passu  basis,  if and when  dividends  are declared on the common  stock,  in an
amount equal to the dividends that would have been payable had their shares been
converted to common stock immediately prior to the record date for the dividend.

     Upon any  liquidation  of the company,  each holder of  Preferred  Stock is
entitled to receive $1,000, plus declared but unpaid dividends, if any, for each
share held,  prior to the holders of any common stock or junior  preferred stock
receiving any assets of the company available for distribution.

                                       44




     Holders of  Preferred  Stock,  voting  together  as a separate  class,  are
entitled to elect two members of the board of  directors,  as long as 60% of the
Preferred  Stock  issued  and  outstanding  as of  September  26,  2001  remains
outstanding.

     The holders of the  Preferred  Stock are entitled to vote together with the
holders of the common  stock on all matters  presented to our  stockholders  for
consideration,  except  that as long as the holders of the  Preferred  Stock are
entitled to vote as a separate class to elect members of the board of directors,
they will not be entitled  to vote for the  remaining  directors.  Each share of
Preferred  Stock has a number of votes  equal to the  number of shares of common
stock into which it may then be converted.

     The company may redeem all  outstanding  shares of  Preferred  Stock at any
time after  August 3, 2003,  provided  that the company can redeem  these shares
prior to August 3,  2009,  only if the market  price of the  common  stock is at
least 200% of the conversion price then in effect for any 20 consecutive trading
days ending  within 10 trading  days of the  redemption  date.  The company must
redeem all  outstanding  shares of  Preferred  Stock in two annual  installments
beginning on August 3, 2009. On any  redemption,  the  redemption  price will be
$1,000  per  share,  as  appropriately  adjusted  for any  stock  splits,  stock
dividends, combinations or similar events, plus declared but unpaid dividends.

     The  company  recorded  an  adjustment  to net loss  applicable  to  common
stockholders  of  $4,226,000  relating  to  the  beneficial  conversion  feature
inherent  in the  issuances  of the Series B  Preferred  Stock.  This amount was
determined based upon the excess of the fair value of the company's common stock
into which the Series B Preferred  Stock was  immediately  convertible  less the
initial conversion price of $4.3358 per share in accordance with Emerging Issues
Task Force No. 98-5,  "Accounting  for  Convertible  Securities  with Beneficial
Conversion Features or Contingently  Adjustable  Conversion Ratios." The company
also  recorded an adjustment to net loss  applicable to common  stockholders  of
approximately $76,000 representing the accretion of the Series B Preferred Stock
and Series C Preferred Stock to their respective redemption values.

Note 6 -- Incentive/Stock Plans

     Synaptic currently has three stock incentive plans: the 1996 Incentive Plan
(the "1996 Plan"), the 1988 Amended and Restated Incentive Plan (the "1988 Plan"
and,  together  with  the  1996  Plan,  the  "Incentive  Plans")  and  the  1996
Nonemployee Director Stock Option Plan (the "Director Plan").

     The company has elected to follow APB No. 25 in accounting for its employee
stock options because, as discussed below, the alternative fair value accounting
provided  for under  Financial  Accounting  Standards  Board  Statement  No. 123
"Accounting  for  Stock-Based  Compensation"  ("SFAS No.  123")  requires use of
option  valuation  models that were not  developed  for use in valuing  employee
stock  options.  Under  APB No.  25,  compensation  expense  is  required  to be
recognized when the exercise price of the company's employee stock options is at
a price below the market price of the underlying stock on the date of grant.

     Incentive  Plans.  The 1996 Plan and the 1988 Plan were  adopted in October
1995 and June  1988,  respectively.  In May  1998,  the  company's  stockholders
approved an  amendment  to the 1996 Plan that  increased  the maximum  number of
shares available for awards under the 1996 Plan from 1,100,000 to 2,100,000.  In
September 2001, the company's  stockholders  approved  another  amendment to the
1996 Plan that increased the maximum number of shares available for awards under
the 1996 Plan to  3,600,000.  Effective  as of January  1,  1996,  the 1996 Plan
replaced the 1988 Plan with respect to all future stock and option awards by the
company to its employees and consultants.  A committee of the company's Board of
Directors  (the  "Committee")  approves  the sale of shares and the  granting of
nonstatutory or incentive stock options.  In addition,  under the 1996 Plan, the
Committee may grant stock  appreciation  rights to employees and  consultants of
the company. The purchase price for shares and the exercise price of options are
determined by the Committee  (although,  the exercise  price of incentive  stock
options  may be no less than the fair  market  value of the common  stock on the
date of grant).

                                       45




     In general,  options  granted under the Incentive  Plans vest over either a
two-year or a four-year period.  Unvested options are forfeited upon termination
of the employee or consulting  relationship.  Vested  options,  if not exercised
within a specified period of time following the termination of the employment or
consulting relationship,  are also forfeited.  Options generally expire 10 years
from the date of grant.  Shares of common stock sold under the  Incentive  Plans
are also  generally  subject to  vesting.  Options  granted  and shares  sold to
employees  under the  Incentive  Plans  generally  become  fully vested upon the
occurrence  of a change in control of the  company  (as  defined) if the holders
thereof are terminated in connection  with such change in control other than for
cause (as defined).  At December 31, 2001, 1,687,014 shares remain available for
future  awards  under  the  1996  Plan.  As  of  December  31,  2001,  no  stock
appreciation rights had been awarded under the 1996 Plan.

     Director  Plan.  The Director Plan was adopted by the Board of Directors in
March 1996 and approved by the stockholders in June 1996. In general,  under the
Director Plan, each nonemployee director of the company is automatically granted
an  option  on the date  that he or she  first  becomes a member of the Board of
Directors.  In  addition,  on June 1 of each  year,  commencing  in  1997,  each
nonemployee director is granted an additional option to purchase 2,500 shares of
common stock at an exercise  price equal to the fair market value on the date of
grant. The maximum number of shares subject to the Director Plan is 250,000.  In
general, options granted under the Director Plan become exercisable as to 1/24th
of the total  number of shares  subject to the option  for each  calendar  month
elapsed after the date of the option grant.  In the event of a change in control
of the company (as  defined) or the death or  disability  of the  optionee,  any
unvested portion of the options will become exercisable in full. Options granted
under the Director Plan will expire upon the earliest to occur of the following:
(a) the  expiration  of ten years from the date of grant of the option,  (b) one
year  after the  optionee  ceases to be a director  of the  company by reason of
death or  disability  of the  optionee,  or (c) three  months after the date the
optionee  ceases to be a director of the company for any reason other than death
or disability.







                                       46





     Option  activities  under the  Incentive  Plans and the  Director  Plan are
detailed in the following table:

                                                                      Weighted
                                                                       Average
                                                                        Option
                                       1996        1988     Director    Price
                                       Plan        Plan      Plan     Per Share
--------------------------------------------------------------------------------
Outstanding at January 1, 1999      1,125,235     217,864    45,000   $11.39
Granted                               432,100           -    20,000   $ 4.92
Exercised                             (22,542)    (30,745)        -   $ 4.03
Canceled/Forfeited                   (158,516)       (625)        -   $12.86
--------------------------------------------------------------------------------
Outstanding at December 31, 1999    1,376,277     186,494    65,000   $ 9.69
Granted                               145,750           -    15,000   $ 5.79
Exercised                             (36,363)   (134,748)        -   $ 3.94
Canceled/Forfeited                   (166,092)          -   (22,500)  $ 0.74
--------------------------------------------------------------------------------
Outstanding at December 31, 2000    1,319,572      51,746    57,500   $ 9.80
Granted                               655,600           -    17,500   $ 5.97
Exercised                              (9,600)     (7,981)        -   $ 3.33
Canceled/Forfeited                   (128,669)          -         -   $ 8.84
--------------------------------------------------------------------------------
Outstanding at December 31, 2001    1,836,903      43,765    75,000   $ 8.60
================================================================================
Exercisable at December 31, 2001      786,113      43,765    58,332   $ 0.94
================================================================================
Exercisable at December 31, 2000      487,699      51,746    44,687   $ 2.32
================================================================================
Exercisable at December 31, 1999      345,592     186,494    46,562   $ 9.90
================================================================================

     The  following  table  discloses  at  December  31,  2001,  for each of the
following  classes of options as  determined  by range of  exercise  price,  the
information  regarding  weighted-average  exercise  price  and  weighted-average
remaining contractual life of each said class:


                                           Weighted                    Weighted
                             Weighted       Average                     Average
                              Average      Remaining                   Exercise
                              Exercise    Contractual    Number Of      Price of
                 Number Of   Price of       Life Of       Options       Options
                  Options    Outstanding  Outstanding    Currently    Currently
 Option Class   Outstanding   Options       Options     Exercisable  Exercisable
 ------------   -----------   -------       -------     -----------  -----------

Prices ranging
 from
 $1.76-$2.00         43,765     $ 1.81     2.2 years       43,765       $ 1.81

Prices ranging
 from
 $4.25-$6.875     1,131,550     $ 5.56     9.0 years      202,757       $ 4.85

Prices ranging
 from
 $8.4375-$10.125     15,900     $10.07     4.8 years       15,525       $10.11

Prices ranging
 from
 $11.3125-$13.125   475,411     $12.46     6.1 years      346,746       $12.33

Prices ranging
 from
 $14.125-$15.25     189,042     $14.32     5.9 years      181,167       $14.32

Prices ranging
 from
 $16.50-$17.75      100,000     $16.62     4.4 years       98,250       $16.60

                                       47




     Other  Disclosures.  During 2001,  2000 and 1999,  all options were granted
with an exercise price equal to the market price of the common stock on the date
of grant. Pro forma  information  regarding net income and earnings per share is
required by SFAS No.  123,  and has been  determined  as if the company had been
accounting  for its employee  stock  options under the fair value method of SFAS
No. 123. The  weighted-average  fair value of options  granted during 2001, 2000
and 1999 approximated $3.85, $4.07 and $3.19,  respectively.  The fair value for
these  options was estimated at the date of grant using a  Black-Scholes  option
pricing  model  with  the  following   assumptions  for  2001,  2000  and  1999,
respectively:  weighted  average  risk-free  interest rates of 4.64%,  5.43% and
6.13%; no dividends;  and a  weighted-average  expected life of the options of 5
years.  Weighted average  volatility factors of the expected market price of the
company's  common  stock of .838,  .852 and .741,  were used for 2001,  2000 and
1999, respectively.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     For purposes of pro forma net loss disclosures, the estimated fair value of
options  granted  subsequent  to 1994 is  amortized to expense over the options'
vesting period. The company's pro forma net loss information is as follows:

                                            2001         2000         1999
--------------------------------------------------------------------------------
Pro forma net loss
 applicable to common stockholders    $(28,386,000) $(15,814,000)  $(16,801,000)
Pro forma net loss per share
 applicable to common stockholders    $      (2.59) $      (1.46)  $      (1.56)
--------------------------------------------------------------------------------

     For certain options granted prior to 1997, the company recorded pursuant to
APB No. 25 deferred compensation expense representing the difference between the
exercise  price  thereof and the market value of the common stock as of the date
of grant. This compensation  expense was being amortized over the vesting period
of  each  option  granted.  Amortization  of  deferred  compensation  under  the
Incentive  Plans  amounted to  approximately  $50,000  during 1999. In addition,
approximately $11,000 of deferred  compensation,  as it relates to the Incentive
Plans was reversed during 1999 due to the forfeiture of the unvested options. At
December 31, 1999, this deferred compensation had been amortized.

Note 7 -- Income Taxes

     The  liability  method is used in accounting  for income taxes.  Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and tax bases of assets and  liabilities  and are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences are expected to reverse.

     At December 31, 2001 and 2000,  the company had net operating  loss ("NOL")
carryforwards of $76,000,000 and $57,000,000,  respectively,  for Federal income
tax purposes  that will expire  principally  in the years 2002 through  2021. In
addition,   Synaptic  had  research  and  development  credit  carryforwards  of
approximately  $1,610,000 that will expire principally in 2002 through 2018. For
financial  reporting  purposes,  a valuation  allowance  has been  recognized to
offset the deferred tax assets related to these carryforwards.

                                       48




     At December 31, 2001, the company had NOL  carryforwards of $61,000,000 and
research and development  credits of $311,000 for State income tax purposes.  In
December 2001,  $164,000 in research and development  credits was sold under the
State of New Jersey's Technology Business Tax Certificate  Transfer Program (the
"Program"). The Program allows qualified technology and biotechnology businesses
in New Jersey to sell unused amounts of NOL  carryforwards  and defined research
and  development  credits  for cash.  The tax value  sold was  $164,000  and the
proceeds received by the company were $131,000,  which was recorded as an income
tax benefit in the statement of  operations.  In January  2002,  gross state NOL
carryforwards totaling $3,682,000 were sold. The tax value sold was $331,000 and
the proceeds  received by the company were  $256,000.  Accordingly,  the company
reduced its valuation  allowance  by  $256,000 at December 31, 2001. In November
2000, gross state NOL carryforwards totaling $5,650,000 were sold. The tax value
sold was $509,000 and the proceeds received by the company were $407,000.

     A  reconciliation  of the  company's  income tax expense  (benefit) at U.S.
federal statutory tax rates to recorded income tax provision is as follows:

                                            2001          2000          1999
--------------------------------------------------------------------------------
Tax at U.S. statutory rates            $(7,549,000)   $(4,713,000)  $(5,141,000)
State income taxes                      (1,319,000)      (823,000)     (898,000)
Sale/expiration of state NOL's             440,000        (71,000)      248,000
Other                                            -        (30,000)      (16,000)
Valuation allowance recorded             8,041,000      5,230,000     5,807,000
--------------------------------------------------------------------------------
     Recorded tax provision (benefit)  $  (387,000)   $  (407,000)  $         -
================================================================================

     Significant  components of the company's  federal deferred tax assets as of
December 31, 2001 and 2000 are as follows:

                                                         2001            2000
--------------------------------------------------------------------------------
Deferred tax assets:
     Net operating loss carryforwards               $29,625,000     $21,930,000
     Research and development credit carryforwards    1,610,000       1,610,000
     Book over tax amortization                       2,773,000       2,171,000
--------------------------------------------------------------------------------
          Total deferred tax assets                  34,008,000      25,711,000
     Valuation allowance                            (33,752,000)    (25,711,000)
--------------------------------------------------------------------------------
     Net deferred tax assets                        $ 256,000       $         -
--------------------------------------------------------------------------------
Note 8 -- Commitments

     Synaptic leases facilities under an agreement expiring on December 31, 2015
(the "lease").

     Rent  expense  for the  years  ended  December  31,  2001,  2000  and  1999
approximated $2,121,000, $1,895,000, and $1,749,000,  respectively, and included
executory costs of $713,000,  $524,000 and $579,000,  respectively  and deferred
rent charges of $281,000, $317,000 and $247,000, respectively.

                                       49




     As of December 31, 2001,  future minimum  annual  payments under the lease,
inclusive of executory costs, are as follows:

       2002          1,835,000
       2003          1,835,000
       2004          1,660,000
       2005          1,912,000
       2006          1,912,000
 Thereafter         19,216,000
                  ------------
      Total       $ 28,370,000
                  ============

     The  company   subleases   23,008   square  feet  of  its   premises  to  a
non-affiliated third party under an agreement expiring in 2010. The company also
subleases 2,500 square feet of its premises to a non-affiliated third party on a
month-to-month  basis. During 2001 and 2000, the company recognized $495,000 and
$104,000, respectively, in rental income from these subleases, which is included
in other  income.  Additionally,  under  the  non-cancelable  portions  of these
agreements,  the company  expects to recognize an  aggregate  of  $4,556,000  in
rental income, inclusive of executory costs.

     The company is party to a license agreement with Columbia University. Under
the terms of this  agreement,  the  company  received a  worldwide  nonexclusive
license under a patent issued in January 1991, which patent expires in 2008. The
company is committed  under this  agreement to pay royalties on future net sales
of products  employing  the  technology  or falling  under claims of the patents
covered by this agreement.

     Synaptic has a separation  agreement with its President and Chief Executive
Officer that provides for  severance  payments of up to two years of base salary
upon appointment of a successor.  Such payment is being accrued over the term of
the agreement.  Additionally,  upon the appointment of a successor,  termination
without cause or fulfillment of the term of the agreement,  the agreement  calls
for immediate vesting of any unvested stock options then held by this executive,
except  that  upon  termination  without  cause  prior to the  appointment  of a
successor,  an option to  acquire  150,000  shares  awarded in  connection  with
entering into the agreement will only vest as to 50% of such shares.

     At December 31, 2001, the company had entered into agreements with its Vice
President  for Research  and its Vice  President  of Business  Development  that
provide for  severance  payments  in amounts  equal to 50% of annual base salary
upon  the  occurrence  of  certain  events,   including  early  termination  and
termination  upon a change in  control,  as defined.  In  addition to  severance
payments, under certain circumstances, the agreement calls for immediate vesting
of any unvested stock options.

Note 9 -- Employee Benefit Plans

     The company  established a defined  contribution  employee  retirement plan
(the "Plan")  effective  January 1, 1990,  conforming  to Section  401(k) of the
Internal  Revenue Code ("IRC").  All eligible  employees with six months service
may elect to have a portion of their salary deducted and contributed to the Plan
up to the maximum allowable limitations of the IRC. Synaptic matches 50% of each
participant's  contribution  up to  the  first  5% of  annual  compensation  (as
defined)  with a  maximum  employer  contribution  of  2.5%  of a  participant's
compensation.  The company's  matching portion,  which amounted to approximately
$110,000,  $117,000 and $133,000 for the years ended December 31, 2001, 2000 and
1999, respectively, vests over a six-year period.

                                       50




     The company currently provides medical,  dental,  long-term  disability and
life  insurance  benefits  for its  full-time  employees.  The company  does not
presently provide any post-retirement health benefits.

Note 10 - Quarterly Data (Unaudited)

     The following tables present selected unaudited information relating to the
results of operations of the company for the past eight quarters.

                  (in thousands, except per share information)

                                      2001

                              1st        2nd       3rd        4th        Year
--------------------------------------------------------------------------------

Total revenues             $  370    $   373    $  374    $  290    $  1,407

Total expenses              5,803      5,844     6,282     7,681      25,610

Net loss applicable to
 common stockholders       (4,880)    (4,992)   (9,791)   (6,455)    (26,118)
--------------------------------------------------------------------------------
Basic and diluted
 net loss per share
 applicable to
 common stockholders       $ (.45)   $  (.46)   $ (.89)   $ (.59)   $  (2.39)
--------------------------------------------------------------------------------


                                      2000

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

Total revenues             $  214    $   354    $2,903    $  365    $  3,836

Total expenses              4,503      5,014     5,306     5,389      20,212

Net loss applicable to
 common stockholders       (3,704)    (4,094)   (1,998)   (4,063)    (13,859)
--------------------------------------------------------------------------------
Basic and diluted
 net loss per share
 applicable to
 common stockholders       $ (.34)   $  (.38)   $ (.18)   $ (.37)   $  (1.28)
--------------------------------------------------------------------------------








Item 9. Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

         None.

                                       51



                                    Part III

Item 10.  Directors and Executive Officers of the Registrant

     The information  required by this item is incorporated  herein by reference
from  the   information   under  the  captions   "ELECTION  OF  DIRECTORS"   and
"COMPENSATION AND OTHER INFORMATION  CONCERNING OFFICERS,  DIRECTORS AND CERTAIN
STOCKHOLDERS" contained in the Proxy Statement.

Item 11.  Executive Compensation

     The information  required by this item is incorporated  herein by reference
from the  information  under the  caption  "COMPENSATION  AND OTHER  INFORMATION
CONCERNING OFFICERS,  DIRECTORS AND CERTAIN STOCKHOLDERS" contained in the Proxy
Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information  required by this item is incorporated  herein by reference
from the information under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" contained in the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

     The information  required by this item is incorporated  herein by reference
from the  information  under the  caption  "COMPENSATION  AND OTHER  INFORMATION
CONCERNING OFFICERS,  DIRECTORS AND CERTAIN STOCKHOLDERS" contained in the Proxy
Statement.







                                       52



                                    Part IV



Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      (1)      Financial Statements

     Reference is made to the Index to Financial  Statements  under Item 8, Part
II hereof.

         (2)      Financial Statement Schedules

     The Financial  Statement  Schedules have been intentionally  omitted either
because they are not required or because the  information  has been  included in
the notes to the Financial Statements included in this Report on Form 10-K.

         (3)      Exhibits


Exhibit No.              Description
-----------              -------------------------------------------------------

         3.1(a)          Amended and  Restated Certificate of  Incorporation  of
                         the Company, filed  December  19, 1995 (incorporated by
                         reference to Exhibit 3.1(a) to the  Company's Quarterly
                         Report on Form 10-Q filed for the quarter ended June
                         30, 1996, File Number 0-27324)
         3.1(b)          Certificate of Designations of Series A Junior
                         Participating Preferred Stock filed December 19, 1995
                         (incorporated by reference to Exhibit 3.1(b) to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended June 30, 1996, File Number 0-27324)
         3.1(c)          Certificate of Amendment of the Amended and Restated
                         Certificate of
                         Incorporation of the Company, filed June 5, 1996
                         (incorporated by reference to Exhibit 3.1(c) to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended June 30, 1996, File Number 0-27324)
         3.1(d)          Certificate of Designations, Number, Voting Powers,
                         Preferences and Rights of Series B Convertible
                         Preferred Stock and Series C Convertible Preferred
                         Stock of Synaptic Pharmaceutical Corporation dated as
                         of August 3, 2001 (incorporated by reference to Exhibit
                         3.1 to the Company's Current Report on Form 8-K filed
                         with the Commission on August 6, 2001, File No.
                         000-27324)
         3.2             Amended and Restated By-Laws of the Company, filed
                         herewith
         4.1             Specimen of Certificate of Common Stock of the Company
                         (incorporated by reference to Exhibit 4 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number  33-98366), which became effective
                         on December 13, 1995)
         4.2(a)          Rights Agreement, dated as of December 11, 1995,
                         between the Company and Mellon Investor Services, LLC,
                         as Rights Agent (incorporated by reference to Exhibit
                         4.2 to the Company's Annual Report on Form 10-K filed
                         for the fiscal year ended December 31, 1995, File
                         Number 0-27324)

                                       53



         4.2(b)          First Amendment to Rights Agreement, dated as of
                         October 19, 2001, between the Company and Chase Mellon
                         Shareholder Services, as Rights Agent (incorporated by
                         reference to Exhibit 4.2 to Amendment No. 2 to the
                         Company's Registration Statement on Form S-3 filed with
                         the Commission on February 13, 2002, File Number
                         333-71026)
         *10.1           Research, Option and License Agreement dated as of
                         January 25, 1991, between the Company and Eli Lilly and
                         Company, as amended by Addendum dated as of January 1,
                         1995 (incorporated by reference to Exhibit 10.1 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)
         10.2            1988 Amended and Restated Incentive Plan of the Company
                         (incorporated by reference to Exhibit 10.9 to the
                         Company's Registration Statement on Form S-1,as amended
                         (File Number 33-98366), which became effective on
                         December 13, 1995)
         10.3            Form of Restricted Stock Purchase Agreement under the
                         1988 Amended and Restated Incentive Plan of the Company
                         (incorporated by reference to Exhibit 10.10 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)
         10.4            Form of Incentive Stock Option Agreement under the 1988
                         Amended and Restated Incentive Plan of the Company
                         (incorporated by reference to Exhibit 10.11 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)
         10.5            Form of Nonqualified Stock Option Agreement under the
                         1988 Amended and Restated Incentive Plan of the Company
                         (incorporated by reference to Exhibit 10.12 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)
         10.6            License Agreement dated June 3, 1991, between the
                         Company and the Trustees of Columbia University in the
                         City of New York (incorporated by reference to Exhibit
                         10.16 to the Company's Registration Statement on Form
                         S-1, as amended (File Number 33-98366), which became
                         effective on December 13, 1995)
         10.7            Employment Agreement dated as of April 6, 1995, between
                         the Company and Richard L. Weinshank (incorporated by
                         reference to Exhibit 10.24 to the Company's
                         Registration Statement on Form S-1, as amended (File
                         Number 33-98366), which became effective on December
                         13, 1995)
         10.8            Form of Indemnification Agreement between the Company
                         and each of its executive officers and directors
                         (incorporated by reference to Exhibit 10.25 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)

                                       54



         10.9            1996 Incentive Plan of the Company, as amended and
                         restated on September 26, 2001 (incorporated by
                         reference to Annex C to the Company's Proxy Statement
                         filed on August 17, 2001, with respect to the Special
                         Meeting of Stockholders held on September 26, 2001,
                         File Number 000-27324)
         10.10           Incentive Stock Option Agreement dated October 1, 1993,
                         between the Company and Kathleen P. Mullinix
                         (incorporated by reference to Exhibit 10.28 to the
                         Company's Registration Statement on Form S-1, as
                         amended (File Number 33-98366), which became effective
                         on December 13, 1995)
         10.11           Incentive Stock Option Agreement dated as of March 21,
                         1996, between the Company and Kathleen P. Mullinix
                         (incorporated by reference to Exhibit 10.25 to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended March 31, 1996, Commission File Number
                         0-27324)
         10.12           Incentive Stock Option Agreement dated as of March 21,
                         1996, between the Company and Robert L. Spence
                         (incorporated by reference to Exhibit 10.26 to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended March 31, 1996, Commission File Number
                         0-27324)
         10.13           Nonqualified Stock Option Agreement dated as of March
                         21, 1996, between the Company and Richard L. Weinshank
                         (incorporated by reference to Exhibit 10.28 to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended March 31, 1996, Commission File Number
                         0-27324)
         10.14           Form of Incentive Stock Option Agreement under the 1996
                         Incentive Plan (incorporated by reference to Exhibit
                         10.29 to the Company's Quarterly Report on Form 10-Q
                         filed for the quarter ended March 31, 1996, Commission
                         File Number 0-27324)
         10.15           Form of Nonqualified Stock Option Agreement under the
                         1996 Incentive Plan (incorporated by reference to
                         Exhibit 10.30 to the Company's Quarterly Report
                         on Form 10-Q filed for the quarter ended March 31,
                         1996, Commission File Number 0-27324)
         10.16           1996 Nonemployee Director Stock Option Plan of the
                         Company (incorporated by reference to Exhibit 10.33 to
                         the Company's Quarterly Report on Form 10-Q filed for
                         the quarter ended June 30, 1996, Commission File Number
                         0-27324)
         10.17           Form of Stock Option Agreement under the 1996
                         Nonemployee Director Stock Option Plan of the Company
                         (incorporated by reference to Exhibit A attached to
                         Exhibit 10.33 to the Company's Quarterly Report on Form
                         10-Q filed for the quarter ended June 30, 1996,
                         Commission File Number 0-27324)
         *10.18          Addendum No. 2 to Research, Option and License
                         Agreement dated as of October 31, 1996, between the
                         Company and Eli Lilly and Company (incorporated by
                         reference to Exhibit 10.35 to the Company's Annual
                         Report on Form 10-K filed for the fiscal year ended
                         December 31, 1996, Commission File No. 0-27324)

                                       55



         10.19           Incentive Stock Option Agreement dated as of December
                         13, 1996, between the Company and Kathleen P. Mullinix
                         (incorporated by reference to Exhibit 10.37 to the
                         Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1996, Commission File
                         No. 0-27324)
         10.20           Form of Incentive Stock Option Agreement dated as of
                         December 13, 1996, entered into between the Company and
                         each of Robert L. Spence and Richard L. Weinshank
                         (incorporated by reference to Exhibit 10.38 to the
                         Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1996, Commission File
                         No. 0-27324)
         10.21           Executive Employment Agreement effective as of October
                         1, 1997, between the Company and Dr. Kathleen P.
                         Mullinix (incorporated by reference to Exhibit 10.34 to
                         the Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1997, Commission File
                         No. 0-27324)
         10.22           Lease Agreement dated November 19, 1997, between the
                         Company and ARE-215 College Road, LLC (assignee of
                         Century Associates), which became effective January 1,
                         1998 (incorporated by reference to Exhibit 10.35 to the
                         Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1997, Commission File
                         No. 0-27324)
         10.23           Amended and Restated Employment Agreement dated as of
                         January 1, 1998, between the Company and Robert L.
                         Spence (incorporated by reference to Exhibit 10.37 to
                         the Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1997, Commission File
                         No. 0-27324)
         *10.24          Cooperation Agreement dated as of January 12, 1998,
                         between the Company and Grunenthal GmbH (incorporated
                         by reference to Exhibit 10.38 to the Company's Annual
                         Report on Form 10-K filed for the fiscal year ended
                         December 31, 1997, Commission File No. 0-27324)
         *10.25          Option and License Agreement dated as of March 2, 1998,
                         between the Company and Glaxo Group Limited
                         (incorporated by reference to Exhibit 10.41 to the
                         Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1997, Commission File
                         No. 0-27324)
         10.26           Employment Agreement dated as of April 1, 1998, between
                         the Company and Theresa A.  Branchek (incorporated by
                         reference to Exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q filed for the quarter ended March
                         31, 1998, Commission File Number 0-27324)
         10.27           Incentive Stock Option Agreement dated as of May 12,
                         1998, between the Company and Theresa A. Branchek
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended June 30, 1998, Commission File Number
                         0-27324)
         10.28           Nonqualified Stock Option Agreement dated as of May 12,
                         1998, between the Company and Theresa A. Branchek
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q filed for the
                         quarter ended June 30, 1998, Commission File Number
                         0-27324)
                                       56



         10.29           Amendment No. 1 to Cooperation Agreement between the
                         Company and Grunenthal GmbH (incorporated by reference
                         to Exhibit 10.1 to the Company's Quarterly  Report on
                         Form 10-Q filed for the quarter ended September 30,
                         1998, Commission File Number 0-27324)
         10.33           First Amendment to Lease dated as of November 25, 1998,
                         between ARE-215 College Road, LLC, and the Company
                         (incorporated by reference to Exhibit 10.45 to the
                         Company's Annual Report on Form 10-K filed for the
                         fiscal year ended December 31, 1998, Commission File
                         No. 0-27324)
         10.31           Addendum No. 3 to Research, Option and License
                         Agreement effective as of January 1, 1999, between the
                         Company and Eli Lilly and Company (incorporated by
                         reference to Exhibit 10.47 to the Company's Annual
                         Report on Form 10-K filed for the fiscal year ended
                         December 31, 1998, Commission File No.
                         0-27324)
         10.32           Stock Purchase Agreement dated as of August 2, 2001,
                         between the Company and each of the purchasers named in
                         Exhibit A of such Agreement (incorporated by reference
                         to Exhibit 10.1 to the Company's Current Report on Form
                         8K filed with the Commission on August 6, 2001, File
                         No. 000-27324)
         10.33           Separation Agreement, dated as of November 26, 2001,
                         between the Company and Dr. Kathleen P.  Mullinix,
                         filed herewith
         10.34           Nonqualified Stock Option Agreement, dated as of
                         November 26, 2001, between the Company and Dr. Kathleen
                         P.  Mullinix, filed herewith
         23.1            Consent of Independent Auditors, Ernst & Young LLP,
                         filed herewith
         24              Powers of Attorney, filed herewith


     * Portions of this Exhibit have been  redacted and  confidential  treatment
thereof  has  been  granted  by  the  Securities  and  Exchange  Commission.  An
unredacted copy of this exhibit as been submitted on a confidential basis to the
Commission.

(b)      Reports on Form 8-K

     On November 27, 2001, we filed a Current Report on Form 8-K stating that we
had issued a press release  announcing  the  implementation  of a CEO succession
plan.

Supplemental Information

     We will furnish  copies of our Proxy  Statement  and copies of the forms of
proxy to be used at our  annual  meeting  of  stockholders  to be held on May 9,
2002, to the Securities and Exchange  Commission at the time we distribute  them
to our stockholders.

     Prozac(R)  and Actos(R) are  registered  trademarks of Eli Lilly & Company.
Paxil(R) and Avandia(R) are registered trademarks of Glaxo SmithKline. Zoloft(R)
is a registered  trademark of Pfizer.  Celexa(R)is  the registered  trademark of
Forest   Pharmaceuticals.   Meridia(R)  is  a  registered  trademark  of  Abbott
Laboratories. Rezulin(R) is a registered trademark of Warner Lambert. Prandin(R)
is a  registered  trademark  of  Novo  Nordisk.  Glucophage(R)  is a  registered
trademark of Bristol-Myers Squibb. Precose(R) is a registered trademark of Bayer
Corporation.  All other brand names or  trademarks  appearing in this report are
the property of their respective owners.





                                       57





                                 SIGNATURE PAGE

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                   SYNAPTIC PHARMACEUTICAL CORPORATION

Date: March 18, 2002              By: /s/ Kathleen P. Mullinix
                                      ----------------------------------------
                                  Name:  Kathleen P.  Mullinix
                                  Title:  President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1934, this report has
been  signed  by the  following  persons  on  behalf  of the  registrant  in the
capacities and on the dates indicated.



    Signature                   Title                                  Date
---------------------------     --------------------------------  --------------

/s/ Kathleen P. Mullinix        President and
---------------------------       Chief Executive Officer         March 18, 2002
Kathleen P. Mullinix, Ph.D.


/s/ Edmund M. Caviasco            Controller
---------------------------        (Principal Accounting Officer) March 18, 2002
Edmund M. Caviasco

         *                      Director                          March 18, 2002
---------------------------
Stewart J. Hen


         *                      Director                          March 18, 2002
---------------------------
Zola P. Horovitz, Ph.D.


         *                      Director                          March 18, 2002
---------------------------
Jonathan S. Leff


         *                      Director                          March 18, 2002
---------------------------
John E. Lyons


         *                      Director                          March 18, 2002
---------------------------
Patrick J. McDonald


         *                      Director                          March 18, 2002
---------------------------
Alison Taunton-Rigby, Ph.D.


         *                      Director                          March 18, 2002
---------------------------
Robert L. Zerbe, Ph.D.




* By:   /s/ Kathleen P. Mullinix
        -------------------------------
      Name: Kathleen P. Mullinix, Ph.D.
      Title:   Attorney-in-Fact

                                       58