CELL PATHWAYS INC S-1

FORM S-1 INITIAL FILING

5TH AMENDED & RESTATED CERTIFICATE OF INCORPORATION

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERT.

BYLAWS OF THE COMPANY

THIRD AMENDED & RESTATED STOCKHOLDERS AGREEMENT

1993 STOCK OPTION PLAN, AS AMENDED

FORM OF INCENTIVE STOCK OPTION AGREEMENT

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

FORM OF EARLY EXERCISE STOCK PURCHASE AGREEMENT

1995 STOCK AWARD PLAN

FORM OF SERIES E PREFERRED STOCK SUBSCRIPTION AGREEMENT

FORM OF SERIES E PREFERRED STOCK PURCHASE WARRANT

STOCK PURCHASE AGREEMENT WITH GOLDMAN SACHS

STOCK PURCHASE AGREEMENT WITH NEW YORK LIFE INSURANCE

FORM OF SERIES F PREFERRED STOCK SUBSCRIPTION AGREEMENT

FORM OF SERIES F PREFERRED STOCK PURCHASE WARRANT

EMPLOYMENT AGREEMENT FOR ROBERT J. TOWARNICKI

EMPLOYMENT AGREEMENT FOR CHRISTOPHER J. BLAXLAND

EMPLOYMENT AGREEMENT FOR RIFAT PAMUKCU

MEMORANDUM OF EMPLOYMENT FOR RICHARD H. TROY

AGREEMENT WITH CANCER PREVENTION, NATIONAL CANCER

AMENDMENT TO AGREEMENT WITH CANCER PREVENTION

RESEARCH & LICENSE AGREEMENT WITH UNIVERSITY ARIZONA

LEASE DATED AUG. 9, 1993 WITH WRC PROPERTIES

LEASE DATED JUNE 20, 1997 WITH MARAVE ASSOCIATES

COMPUTATION OF NET LOSS PER SHARE

CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF BRINKS HOFER GILSON & LIONE

FINANCIAL DATA SCHEDULE