S. Jordan Associates Life Sciences Business Development & Finance MONTH YEAR Opportunities:OnBioVC 4Q10 & 2010 TREND Exploring Life SciencesANALYSIS – BIOSCIENCE VC,M&A AND IPO OVERVIEWPUBLICATION DATE:31 JANUARY 2011OPPORTUNITY:For 2010 the oncology sectorcontinued to exert its dominancein attracting life sciences capital, S. Jordan & Associates (SJA) is a life sciences investors expect higher returns than public investors tohaving led in both number of investment banking and business development compensate for increased risk and less liquidity.financings and dollars raised organization that assists small-mid sized Working with our clients, we structure the security,each quarter of the year. The biopharmaceutical companies raise seed/growth terms, and valuation that will best meet the market andlargest deal came in 2Q10 from financing, and identify, structure, and negotiate deals case-specific requirements.Boston, MA-based Tesaro who with biopharmaceutical/pharmaceutical organizations. A private placement memorandum (PPM) should be aclosed a $60M Series A financing Fundraising through angel investors and venture comprehensive but concise presentation. It must be of($20M upfront and a $40M capitalists remains one of the most challenging issues the highest quality and easily understood in order toreserve). The Company identifies, facing entrepreneurs. Executives often turn to SJA for differentiate it from the competition. In parallel withacquires and develops promising assistance in raising funds through retail syndicators management’s drafting of the PPM, SJA develops andrug candidates for cancer (broker/dealer networks) and institutional investors. investor marketing plan and proprietary target list. Thetreatments. SJA assists clients in structuring and arranging capital heart of the plan consists of a list of potential “lead” within all private equity and debt-related asset classes, and “follow-on” investors that may include privateCHALLENGE: including common stock, preferred stock, limited equity and venture capital funds as well as secondaryVenture capital invested capital partnership interests, subordinated debt with equity asset sources including hedge funds, pension funds, conversion features, revolving lines of credit, and endowments, foundations and high net worthdeclined year-over-year (YOY) senior secured debt. Capital commitments are typically individuals.for both the 4Q10/4Q09 and2010/2009 time periods. within a $5MM to $50MM target range and may include companies operating in North America, Asia, Mexico, South America, and the European Union.4Q10 vs. 4Q09 (BioPharma) Acting as an intermediary between its clients andCAPITAL RAISED: potential investors, SJA provides a buffer against • 2010: $ 434.4M unproductive solicitations, conducts the required due • 2009: $1,003.8 diligence on investor prospects, and screens out SJA’s proprietary inappropriate investors, ensuring a smooth fundraising management process. Through our involvement andFINANCINGS: mediation, management can avoid the more tedious • 2010: 28 • 2009: 50 aspects of the capital raising process, and remain “Private Capital focused on day-to-day operations.2010 vs. 2009 (BioPharma) SJA values potential deals through internal research Market Database” and analysis to determine its capacity to attract suitable funding. Our industry focus and contact provides uniqueCAPITAL RAISED: financing sources. network assists clients through due diligence, including • 2010: $3,012.1M a detailed background check on the management • 2009: $3,583.0M team. Developing a strong, compelling investment thesis emphasizing the unique and exciting aspects ofFINANCINGS: the transaction is critical. The sub-points of the thesis • 2010: 153 should differentiate the company from its competition • 2009: 181 and clearly illustrate revenue and profit growth. Private
SJA assists clients in structuring and arranging capital with institutional sources of capital.Finance + Genomics SJA Corporate Finance Services SJA initiates contact with potential investors, forwards placement memorandums to interested parties, places follow-up calls to answer questions, and arranges management presentations. In meetings orchestrated and attended by SJA, management completes its investor presentation and responds to detailed questions. Subsequent due diligence requests, meetings or discussions are arranged with the goal of moving rapidly to a commitment. In tandem with our client, SJA negotiates with the lead investor(s) and, immediately thereafter, instruct counsel to draft a Letter of Intent or Definitive Purchase Agreement. SJA provides domestic and international clients with a wealth of corporate finance expertise and services, including: • O ff e r i n g m e m o r a n d u m / m a n a g e m e n t • Institutional capital financing presentation preparation - Channels: • Financial valuation / modeling • VC / Angels • Seed capital/growth financing for early-mid • Pension funds stage biotech/pharma companies through • Life insurance companies retail syndicators - Channels: • Hedge funds • Endowments • Broker / Dealers • Family offices • Aggregators • High net-worth individuals “Fierce Biotech 2011” – Japanese M&A Activity Right now, all signs point to a burst of biotech buyouts in 2011. The latest portent comes from Bloomberg, which highlights the recent deals for Plexxikon and ProStrakan as indications that Japans pharma companies are going to use their cache of cash to snap up more drug developers. Bloombergs numbers indicate that there was a 30 percent jump in the number of overseas deals completed by Japans pharma companies in the past year, with a 72 percent spike in premiums. The business news service totted up 34 deals in the last 12 months. Not only do the Japanese pharma companies have money to spend, a stronger yen has added significantly to their fighting weight. Sosei acquired Arakis: $181mln 2005 Eisai - MGI Pharma: $3.9Bln 2007 Astellas - Agensys: $387mln 2007 Shionogi - Sciele: $1.4Bln 2008 Dainippon Sumitomo - Sepracor: $2.6Bln 2009 Hisamitsu - Noven Pharma: $368mln 2009 Astellas - OSI Pharma: $3.9Bln 2010 Daiichi Sankyo - Plexxikon: $935mln 2010 2.
“Getting the right drug to the right patient at the right time” – Francis S. Collins, The Language of Life Oncology Drug Approvals The success rate in bringing new medicines to market in recent years is only about half of what it had been previously. And while oncology has been one of the hottest and most active therapeutic areas for drug development, drugmakers may want to take note of a finding that new Client Profile: TD2 cancer drugs have proven far more difficult to gain approval than Genomics Solutions for Pharma/Biotech Pipelines medicines for infectious and autoimmune diseases.Francis S. Collins (National Human Genome cetuximab, Iressa – gefitinib) and biomarkers/Research Institute -HGRI) made 3 predictions companion diagnostics (ErbB2 receptor for Data from a new study appears tofollowing the mapping of the genome in Her2) were approved. Precision medicine, bear that out. The study, covering2000/2001: wherein patient DNA is collected and analyzed 2004 through 2010, found the • Predictive genetic tests will be available for to find genetic signatures that allow drugs to be overall success rate for drugs a dozen conditions. better tailored to specific patients, is shaping moving from early stage Phase I • Interventions to reduce risk will be drug development as pharma/biotech focuses on clinical trials to FDA approval is available for several of these. accelerating clinical timelines, reducing costs about one in 10, down from one in • Many primary care providers will begin to and increasing probability of approval. five to one in six seen in reports practice genetic medicine. Leading biopharmaceutical organizations partner involving earlier years. The study,Over the past decade these predictions become with TD2 to integrate genomics/informatics conducted by BIO andreality. Next-generation signal molecule (“omic” science) with their pre/clinical programs BioMedTracker reviewed more thaninhibitors that block the effects of genetic for precision matching of patient treatment to a 4,000 drugs from companies largeabnormalities that spur tumor growth (Herceptin tumor’s molecular profile. and small and both publicly traded- trastuzumab, Gleevec – imatinib, Erbitux - and private. When broken down by therapeutic categories, the highest overallTD2 - TGen Drug TD2 Partners: success rate from Phase 1 throughDevelopment : • Avantra Biosciences likelihood of approval was infectious• Leaders in bench discovery, precision - TD2 selected as a key test site for Avantras diseases, such as hepatitis and HIV medicine, contract research (CRO), CMC new biomarker quantitation platform enable drugs, at 12 percent, followed by (Chemistry, Manufacturing and Controls) the rapid measurement of biomarkers that can endocrine system drugs, featuring predict how cancer patients will respond to diabetes treatments, at 10.4• Preclinical efficacy testing & Phase I - IIa trials: new drug therapies percent, and autoimmune diseases, - Preclinical efficacy testing (in vitro/vivo high- such as rheumatoid arthritis, at 9.4 • Horizon Discovery throughput genomic screening/ percent, the study found. The pharmacogenomics), clinical trial design/ - GENESIS technology allow researchers for overall success rate in oncology was project management, and regulatory the first time to routinely and precisely alter the lowest of the therapeutic areas consultation any specific gene or genomic location in a looked at, noting that cancer studies human cell - Accelerate clinical timelines/reduce trial cost vary dramatically in design and - Ability to take a non-cancerous cell and extending survival sets a high bar by structuring/targeting smaller, faster trials mutate it to create a cancerous cell that for approval. The cancer drug - Structure/achieve value inflection points to matches a given patients tumor success rate was a mere 4.7 increase probability of approval/partnering • Mayo Clinic percent, with cardiovascular drugs• Pancreatic Cancer Research Team • McKessen/U.S. Oncology second-worst at 5.7. • Van Andel Institute Reuters – February 2011 3.
“Connectors are important for more than simply the number of people they know. Their importance is also a function of the kinds of people they know.”Business Development – Malcolm Gladwell, The Tipping Point Licensing Trends Continue to Grow According to Reportlinker 2010, the number of in-licensing deals in 2009 increased by 12% over 2008, confirming that Big Pharma is actively seeking acquisitions and licensing agreements as a more cost effective means of gaining access to novel products than carrying out extensive in-house R&D. Early stage deals accounted for 60% of all product in-licensing deals (of which one-third is research and development), however, pharma increased its focus on Phase II/III in 2009 as it looked to offset the 2011 patent cliff by incorporating more advanced stage products into its pipelines. SJA leverages its strong network of contacts with C-Level business development, operations, finance, and development professionals to secure valuable in/out-licensing/co-promotion agreements. SJA Services: • Mergers & Acquisitions • New therapeutic/company identification • Represent biotech/pharma companies at trade • Assessing technology/science/due diligence/ shows (~ Bio/ASCO) benchmark analysis • Develop business case for proposed spin-out of • Financial valuation / modeling companies - Asset valuation • Coach C-level executives – board presentations • Indication of interest • Asia/Japan: • Contract negotiation / deal structuring - Establish distribution networks - Platforms: - Establish international operations for North American companies • In-license • Out-license • Co-promote • Joint Venture Achieving Client Goals: SJA Provides a Unique Multidisciplinary Approach Corporate Finance: Precision Medicine: • Creative financing platforms • Move compounds to • Early stage development inflection points via: funding - Predictive animal models - Innovative clinical trials • Strategies for rapid regulatory approval • Development cost reduction Business Development: • Capitalize upon SJA biopharma network • Source early-stage oncology deal flow from TD2 pipeline 4.
Scott Jordan Partner Scott Jordan is an accomplished life sciences business development and investment banking professional with over 20 years of corporate experience in negotiating strategic corporate alliances, securing international licensing agreements, building national sales teams, and contributing to successful product development, approval, and launch. Cross functional leadership experience includes sales & marketing, licensing, compliance, regulatory, translational medicine, clinical development, and legal. His expertise includes assisting senior executives with raising seed/growth financing and identifying, structuring, and negotiating licensing agreements with biopharmaceutical organizations. Scott Jordan has a relationship with the world’s leading bench discovery and “precision” medicine organization, TGen Drug Discovery (TD2), interfacing with biotechnology companies seeking preclinical efficacy testing (in vitro/vivo high-throughput genomic screening/oncogenomics), innovative clinical design platforms, and strategies for rapid regulatory approval/NDA filing consultation. Scott also consults with Healthios – a leading Chicago-based life sciences investment bank. HealthiosBiography launched the most comprehensive and dynamic investment research platform focused on the global healthcare industry, Healthios Exchange (H/X), in 2010. Featuring Healthios’ proprietary ONE Technology, the H/X allows every investor, strategic buyer, private and public portfolio company, and Key Opinion Leader to customize their own online experience with resources and research specific to their interests: market data, growth forecasts, product pipelines, I/P reference, clinical trials information, competitive benchmarking, financing/M&A/strategic activity; company presentations; expert opinions; “one-on-one” requests; valuation data; transaction timelines; exclusive market indices and predictions. Prior to forming SJA, Scott spent five years with Chicago-based oncology biotech company, NeoPharm, as Director of Business Development, and 3 years as a Regional Sales Manager for Akorn Opthalmics. Before beginning his track record in the biotechnology field, Scott spent 3 years with Abbott Laboratories within their Diagnostic Division (ADD) in a commercialization role. Sample experience includes: • Retained by a leading venture capitalist, 3i Group, to assess the acquisition of a market leading silicone manufacturer of long-term medical devices including CRM/pacemakers, cochlear implants, and intraocular lenses (IOLs). • Managing business development/licensing of a promising chronic kidney disease (CKD) therapeutic for ProMetic Life Sciences, a Montreal based biopharmaceutical company. Major Pharma conducting late-stage due diligence. • Assisted CEO with secondary offering of 4.3 million shares at $18.25/share, underwritten by UBS Warburg and priced on 1/21/04. As a result, NeoPharm raised $74 million in net proceeds. The $18.25 offering price represented a 13% increase over the Company’s closing price three months earlier, a 36% increase over its closing price six months earlier, and a 127% increase over its closing price twelve months earlier. • Signed a licensing agreement with Nippon Kayaku, a leading Japanese pharmaceutical company with over $1.2 billion in revenues for the rights to IL13-PE38QQR (glioblastoma multiforme) on December 28, 2004. NeoPharm received a $3 million upfront payment with potential milestones of $25 million. • Negotiated a research/material transfer agreement with Wyeth-Ayerst resulting in a multi-million offer to license NeoPharm’s Phase I antisense compound, LErafAON, in 2002. • #1 performing Sales Manager (revenue and profitability growth) at Akorn Opthalmics, a Chicago-based specialty pharmaceutical company. • Placed 11th among 63 diagnostic representatives in the 1997 National President’s Club within Abbott’s Diagnostic Division (ADD). Successfully marketed oncology diagnostic equipment/reagents to physician offices and hospitals including oncology diagnostic assays: AFP (testicular), CA 125 (ovarian), CEA (various), and PSA (prostate). Scott Jordan has a M.B.A. from the Kellstadt Graduate School of Management (DePaul) in finance and a B.A. from Michigan State University. He is a Level II Candidate in the Chartered Financial Analyst (CFA) Program and holds Series 7, 66, 63 & 31 Certifications. 5.