Planning for a Successful Exit

Transcription

1 Planning for a Successful Exit The do s and don ts when talking to representatives of Big Pharma Sven Rohmann, MD, PhD, MBA General Manager Europe 7 th International VPM Days Hannover, November, 2013

2 About Burrill & Company

3 About Burrill & Company Diversified global financial services firm focused on the life sciences industry Founded in 1994 and with more than $1.5 billion in assets under management Businesses include venture capital, private equity, investment banking, and media Leverages the scientific and business networks of its team to establish unrivaled access and visibility in the life sciences industry Unique combination of resources and capabilities enables us to provide life sciences companies with capital, management expertise, insight, market intelligence, and analysis through investments, conferences, and publications Headquartered in San Francisco, with a global network of offices throughout the United States, Latin America, Europe and Asia Unique and effective platform for generating deal flow, assessing the scientific, commercial and investment viability of potential transactions, executing transactions and creating value for portfolio companies and clients G. Steven Burrill, Founder and CEO, has been involved in the growth and prosperity of the biotechnology industry for more than 45 years. Prior to founding Burrill & Company, he was with Ernst & Young for 28 years, directing and coordinating the firm s services to clients in the life sciences industries worldwide 3

4 Burrill & Company Businesses Exclusively Focused on Life Sciences Human Healthcare (Rx, Dx, devices, services, consumer digital health, informatics) from innovation to delivery Nutraceuticals/Wellness Agbio/Food Industrial/Bioenergy (biofuels) Enabling Technologies, including bionanotechnology Venture Capital/Private Equity Fund Management The Burrill family of venture capital funds has over $1.5 billion under management Exclusively invested in life science-based companies with breakthrough technologies and business models to meet the world s need for better healthcare, food and energy sources Investment Banking Burrill Securities assists life science companies with a comprehensive array of strategic and financial advisory services including mergers and acquisitions, capital raising, and licensing / partnering Media Burrill Media provides insight, intelligence, and information on life sciences that are unmatched in the industry in print and digital media, and is the publisher/editor/writer of the Burrill Annual Report of the industry (25 years). Burrill organizes leading industry conferences and webinars globally and also is a leading co-sponsor of life science events worldwide Global Presence North America Santiago, Chile Rio De Janeiro, Brazil Buenos Aires, Argentina London Abu Dhabi/Dubai Mumbai, India Moscow Kazan, Tatarstan Nordic region (Norway, Sweden, Finland, Denmark) Kuala Lumpur Seoul Tokyo Hong Kong/Taipei 4

5 Burrill Securities Burrill Securities is the strategic advisory and investment banking arm of Burrill & Company, a global diversified financial advisory firm focused on life sciences. Burrill & Company was founded in 1994 and has over $1.5 billion in assets under management Our mission is to help build and transform the emerging global life sciences companies of today into the leaders of tomorrow by assisting them in identifying, negotiating and closing M&A transactions, licensing deals, financings and strategic partnerships as well as providing in-depth strategic advice We provide access to resources, technologies and collaborations essential for executing company business plans As a full-service investment bank, we provide timely equity research on both companies and major trends and support our clients through institutional sales & trading, including non-deal road shows Disclaimer: Securities and Advisory services offered by Burrill Securities, member FINRA / SIPC. Burrill Securities and Burrill & Company are affiliated. Embarcadero Center, San Francisco Burrill Securities Global Headquarters 5

6 Contact In Europe: Sven Rohmann, MD, PhD, MBA Burrill & Company Work: Mobile: In the USA: Anton Gueth Burrill Securities Work: Mobile:

7 Planning for a successful exit The combination of innovative science, careful and diligent execution, and patience to weather the long periods of time needed for regulatory and reimbursement approvals are critical ingredient in creating value in a company. The requirements for success have changed and continue to change, and companies need to continuously monitor core market expectations and adjust accordingly. Commercial value considerations are now equally weighted with scientific novelty in defining strategy toward a preferred exit. Potential exit scenarios should be considered in every major development decision from IP filing and indication selection forward (even before human studies begin). 7

8 Innovation is a prerequisite, but not the sole contributor to success Historically, the questions asked to design and manage the development cycle were focused on Will we be able to get this approved? While companies are no less concerned about prospective products proving safe and efficacious, the additional question for executives and investors evaluating the prospects of an asset today is, Can this product garner significant market usage at a reimbursement rate that justifies the required investment? The consequence of the second consideration is profound and has an impact on many levels: Product and market segment definition Product differentiation Data requirements to support the differentiation Assets need to be assessed continuously against pre-defined expectations and changing requirements in their core markets 8

9 Defining and creating an attractive opportunity Assets at every development stage today have to meet a higher hurdle than in years past Even in non-clinical studies, the expectation is that novel products will be compared with standard of care There is a discrepancy between definition of PoC between small biotech and big pharma/biotech PoC must be defined by the relevant environment in the core markets for the product, even if the biotech is not located there Probability of technical success (PTS) rate is particularly prone to wide variance in perception inside and outside the originator company 9

10 Development/regulatory risk is increasing Clinical Development to US Approval Success Rates: Tufts 2010, top 50 pharma 19%* Deloitte-Recap 2010, top 162 Biotech 23%* Biotechnology Industry Organization, %* (first indication) * Success rates are composites of large and small molecule programs; large molecule success rates exceed small molecule success rates by as much as 10 percentage points 10

11 What is a Phase III-Ready Program? Biotech View Large Pharma View A program that has completed Phase IIb with positive results in its primary endpoint A program that has completed Phase IIb with positive results in its primary endpoint AND has Phase II data from a controlled, blinded, prospective, adequately powered study to show clinical benefit in the same primary endpoint/ population to be used in Phase III Clearly documented agreement (via regulatory body meeting minutes) regarding all pivotal clinical endpoints and statistical plan, especially if different from PII Drug product formulated in its commercial dosage form with adequate stability Established minimum effective and maximum tolerated dose levels to justify dose selection Completed all required long-term tox studies, including any drug-specific or indication-specific safety studies Market research supporting the commercial value of the product label (assuming endpoints are met) vs. standard of care anticipated at launch, especially with payers 11

12 so what are the options? IPO M&A Licensing 12

13 Exit trends for therapeutic companies Exits for Therapeutic Companies Number or Therapeutic Exits Partnering M&A IPO

14 IPO 14

15 Therapeutic IPOs YTD by Portfolio Composition (dollars and shares in millions, except per share data)% Mkt Cap in Price Pricing as of: Offer to # of Products in Clinical Date Company 04/01/13 Date PC I II III M /20/13 Enanta Pharmaceuticals $ % /19/13 Tetraphase Pharmaceuticals $ % /31/13 KaloBios Pharmaceuticals $146.1 (24. 4%) /31/13 Zoetis Inc. $16, % /28/13 Stemline Therapeutics $ % /10/12 Intercept Pharmaceuticals $ % /10/12 Kythera Biopharmaceuticals $ % /04/12 Regulus Therapeutics $ % /26/12 Hyperion $ % /19/12 Durata Therapeutics $156.8 (5. 3%) /27/12 Tesaro $ % /01/12 Supernus Pharmaceuticals $ % /28/12 Merrimack Pharmaceuticals $588.8 (12. 3%) /08/12 ChemoCentryx $ % /02/12 Cempra $ % /26/12 Verastem $199.7 (5. 6%) /15/11 Clovis Oncology, Inc. $ % /10/11 NewLink Genetics Corp. $ % /28/11 Horizon Pharma, Inc. $156.1 (72. 0%) /19/11 Sagent Pharmaceuticals Inc. $ % /01/11 Tranzyme Inc. $13.5 (87. 8%) /11/11 AcelRx Pharmaceuticals Inc. $182.0 (1. 8%) /04/11 Endocyte Inc. $ % /03/11 Pacira Pharmaceuticals Inc. $ % Total Number of Companies with Lead Product in Stage:

16 IPO After Market Performance of Therapeutic Companies YTD 350.0% 300.0% PCRX Change in Price Since IPO (%) 250.0% 200.0% 150.0% 100.0% 50.0% 0.0% (50.0%) (100.0%) ENTA ZTS TTPH KBIO STML ICPT KYTH RGLS HPTX DRTX TSRO SUPN MACK CCXI CEMP VSTM CVLS NLNK HZNP SGNT TZYM ACRX ECYT Ph3 Ph2 Ph YTD (150.0%) 16

17 IPO is being redefined to include significant ongoing participation by existing investors Unlike earlier IPO windows, public market exits in the last 3 years have required significant insider participation Insider Participation (%)! 35" 30" 25" 20" 15" 10" 5" 0" 2010" 2011" 2012" Pricing has been difficult for therapeutic development stage companies (dollars and shares in millions, except per % share data) in Price Pricing Filing to Date Company Offer /19/13 Tetraphase Pharmaceuticals (36. 4%) 01/31/13 KaloBios Pharmaceuticals (38. 5%) /26/12 Hyperion (16. 7%) 07/19/12 Durata Therapeutics (25. 0%) 05/01/12 Supernus Pharmaceuticals (65. 5%) 02/02/12 Cempra (50. 0%) /01/11 Tranzyme Inc. (66. 7%) 02/11/11 AcelRx Pharmaceuticals Inc. (61. 5%) 02/04/11 Endocyte Inc. (57. 1%) 02/03/11 Pacira Pharmaceuticals Inc. (53. 3%) Rather than an exit, an IPO is increasingly an alternative financing approach 17

18 IPO Pros and Cons Pros Cons Enables major shareholders to benefit from potential share price increases Public companies have more fund-raising options Risk distribution over larger investor population Exit price is not static Longer preparation time and costs associated with filing product data and newsflow need to be carefully planned to support transaction including before and after-market Public disclosures in SEC documents Broader market conditions have high and unpredictable influence on outcomes US listings may benefit from the Jumpstart Our Business Startups (JOBS) Act enacted April 2012 which: Permits pre-filing offers to qualified institutional buyer and institutional accredited investors Confidentially initiate SEC registration Streamlined financial statements and compensation disclosure Allows analysts to publish research immediately after IPO instead of 40 days later 18

19 Successful IPO Case Study Hyperion Deal Summary Commercial-stage biopharmaceutical company committed to developing treatments for orphan and hepatic indications Hyperion s lead product, Ravicti, for the treatment of urea cycle disorders, was in phase III trials but was subject to FDA questions regarding data that Ravicti increased tumor rates in rat studies With $7M in cash and equivalents and no partner to help fill the capital void, Hyperion s push to the public markets was a gamble Insider participation in the IPO was 38%, and with a further series of bridge financings, Hyperion completed additional trials and addressed the FDA s issues Ravicti was approved in February 2013 and the stock price has increased 158% since the IPO 19

20 Less Successful IPO case study - Kalobios Deal Summary Focused on advancing medical care and improving the lives of patients with innovative therapies using Humaneered, its next generation monoclonal antibody KaloBios IPO was centered on providing capital to advance its customized antibodies through clinical trials in respiratory diseases and cancer KaloBios lead product candidate, KB-001-A for the treatment of cystic fibrosis, had just entered Phase II trials at the time of the IPO KaloBios target price ended up being overly optimistic, as the company ultimately sold more than double the number of shares, at a price nearly 40% lower than what had been targeted originally Since the offering date, KaloBios has seen its shares sink more than 25% 20

21 M&A 21

22 M&A continues to be the favored exit strategy M&A data from last five years demonstrates a continued preference for de-risked opportunities with Phase II PoC or later data Number of Exits M&A IPO Includes all companies in all industries with at least one U.S. VC investor that trade on U.S. exchanges" 22

23 M&A by therapeutic indication 18 Cancer, CNS and diagnostic companies are the most frequent targets, but the total number of transactions for all indications remains limited M&A Deals by Primary Therapeutic Category Number of Deals Category 23

24 M&A Pros and Cons Pros Less regulatory scrutiny during the process Lower post-transaction costs to the surviving company Purchase price is clearly defined and includes premium reflecting the value of strategic synergies Cons Buyer universe has contracted following megamergers Small number of total deals compounded by dominance of trends for example rush of pharma into rare disease area Right buyer and price may not materialize in a short time period; often acquisitions are years in the making and may be based on other relationships including those formed through licensing transactions 24

25 Case Study: Successful M&A Early Stage With Ultra Orphan Indication Deal Overview Engages in the development and marketing of oncology drugs to target glycans. It offers ZP103, an anti-metastatic glycan inhibitor Develops and commercializes biopharmaceuticals for serious diseases and medical conditions. Product portfolio comprises four approved products and multiple clinical and pre-clinical products In January 2013, BioMarin announced that it had acquired San-Diego based Zacharon Pharmaceuticals primarily for its rare orphan genetic disease program Zacharon had raised about $4 million in capital at the time of the deal and its lead-optimization programs were still in the research/discovery stage BioMarin paid $10 million upfront with potential additional payments for clinical, regulatory, and commercial milestones The deal structure, small upfront with potential for major milestone payments down the development timeline, is typical for shared risk approach Innovative, ultra orphan indications are what brings Big Pharma to the table early in the development timeline 25

26 Case Study: Successful M&A Promising Data A biopharmaceutical company focused on the discovery and commercialization of innovative antibody-based therapies for the treatment of cancer Deal Overview In January 2012, Amgen announced that it had agreed to buy Micromet, a biotechnology company developing innovative antibody-based therapies for cancer, for $1.16 billion The purchase price represented a 33% premium over Micromet s previous day s close Discovers, develops, manufactures, and delivers innovative human therapeutics and pioneered the advances The acquisition included Micromet s blinatumomab antibody that was currently in Phase 2 clinical development for leukemia The asset provided Amgen an innovative oncology asset with global rights and a validated technology platform Blinatumomab had already demonstrated encouraging single-agent activity in both adult and pediatric patients Amgen s buy-out came less than a year after the two companies had reached a collaboration agreement to develop BiTE antibodies Amgen paid Micromet $14M upfront, with potential milestone payments up to $973M 26

27 Partnering/Licensing 27

28 Trends in partnering transactions Total Deal Value (USDM)" 28

29 Partnering transactions by therapeutic area 35 Partnering Deals by Therapeutic Category 30 Number of Deals

30 Partnering vs. M&A Large pharma and biotech prefer partnering to M&A, unless the need to control the asset is sufficient to outweigh the costs of integration With earn-outs increasingly part of M&A, deal terms are becoming more similar in value to partnering Partnering in and of itself is not an exit, but it does provide the cash and validation that makes an IPO or M&A more likely Retention of co-development and/or co-promotion rights can be a key factor for a future IPO Acquisitions of former partners are not uncommon if the relationship has been strong While more common than M&A, partnering deal volumes with biotech companies have recently decreased in favor of earlier transactions with academic institutions Early- vs. later-deal activity is cyclical depending on the broader issues in pharma portfolios, e.g. filling patent expiry revenue gaps vs. fueling longer-term category objectives 30

31 Case Study: Successful Licensing Agreement AC Immune Deal Overview A Swiss biopharmaceutical company developing innovative antibody therapeutics with potential against Alzheimer s disease and other conformational disease Engages in the research, discovery, development, and commercialization of medicines using human genetic information to treat patients with serious medical conditions In June 2012, AC Immune announced that it had entered into its second exclusive worldwide license agreement and research collaboration with Genentech for the development of its anti-tau antibodies for the potential treatment of Alzheimer s disease The pact, centered on pre-clinical assets, was for an undisclosed upfront payment but AC Immune is eligible to receive up to $418 million in development and commercialization milestone payments AC Immune is also eligible to receive royalties on sales of products resulting from the collaboration The previous deal struck by the two companies occurred in December 2006 and was focused on amyloid beta, or Abeta, which clumps together to form plaques in the brains of Alzheimers patients Partnership was worth up to $315 million and crenezumab, created under the agreement, has successfully made it to phase 2 trials 31

32 Case Study: Later-stage Licensing Agreement Deal Overview A publicly traded biotechnology company dedicated to the development of patientspecific cellular therapies for the treatment of autoimmune diseases A subsidiary of Merck KGaA, it aims to create therapies for the treatment of its core therapeutic areas of neurodegenerative diseases, fertility and metabolic endocrinology In February 2013, Opexa Therapeutics announced an agreement with Merck Serono for the development and commercialization of Tcelna Tcelna, in Phase IIb trials at the time of the deal, is a potential first-in-class personalized T-cell therapy for patients with multiple sclerosis Tcelna is being developed as a personalized therapy and had already been evaluated in Phase I and Phase II trials in multiple sclerosis Tcelna had also already received Fast Track Designation from the FDA Opexa received an upfront payment of $5 million and could receive up to $225 million in milestone payments 32

33 EXIT CONSIDERATIONS

34 Improving the odds by maximizing external focus Unmet needs in core markets should drive the development plan, including prospectively defined success endpoints which are regularly reviewed The starting point for any plan is a detailed Target Product Profile (TPP) that projects performance relative to SoC and competitors in development The TPP needs to be updated frequently, reflecting changes in the competitive environment, SoC, reimbursement policy and other elements that impact risk profile or commercial opportunity Communication with regulatory authorities in core markets as early as possible is critical to put a stake in the ground on development requirements, which will then likely need to be harmonized across territories Key opinion leaders and payers in core markets should be surveyed before initiating the next stage of clinical development Regular review project against targets, combined with the willingness to adjust or abandon course, is a pre-requisite for continued funding and an ultimate exit While early exits do happen, funding to solid PoC data plus a cushion to carry the company through another months of deal negotiations is the prudent plan 34

35 Summary Adapt your strategy to the current market! Emerging trends: IPO market favors Phase III or later stage companies Unlike in earlier windows, current IPOs look more like financing and less like exit vehicles M&A market is bi-modal, favoring innovative early technologies or post-poc companies M&A deals frequently include risk sharing elements (milestones, CVRs) Phase 2/PoC data requirements are increasing and look much more like what used to be Phase III requirements Licensing/partnering transactions remain the most common path to an ultimate exit 35

36 Life Sciences Market Update

37 US Life Sciences Equity Capital Raising Capital raising has been relatively strong compared to 2011, with a 40% increase in deals YoY, from 94 to US Healthcare Equity Capital Raising by Quarter Total dollars raised by small and mid-cap public companies in 2012 was $4.6 billion, a 35% increase over 2011 Number of Deals deals were done in Q4 2012, the same number done in Q3, and almost triple the amount of deals done in Q Fully Marketed Registered Direct Traditional PIPE CMPO 37

38 US Life Sciences Equity Capital Raising 2012 Review 2012 vs 2011 US Healthcare Capital Raising Median Median Discount Number of Median Median Capital Raise / to Transaction Type Transactions Market Cap Capital Raise Market Cap Market Price F ully Marketed - Public 9 8 $117.5 $157.1 $27.5 $ % 29% (23.8%) (20.0%) CMPO $213.9 $265.3 $41.7 $ % 16% (11.3%) (10.5%) R egistered Direct $97.2 $94.9 $10.5 $ % 15% (9.3%) (8.1%) Private Placement $57.4 $42.6 $9.7 $ % 25% (13.2%) (12.7%) Confidentially Marketed Public Offerings (CMPOs) rose by 68% to 74 deals. CMPOs have a number of advantages over Registered Directs (which declined 7% in 2012) including simplified paperwork for investors and the ability to market publicly for a short period before pricing. In addition, CMPOs are not restricted by Nasdaq s 20% cap, allowing companies to raise more capital The discount to market price is slightly higher in 2012 vs 2011 across all deal types In addition, there were several deals led by crossover funds where companies raised a multiple of their current market cap. For example, MEI Pharma raised $28M (a 3X multiple of its prior market cap) in November

39 US Life Sciences Public Financing Transactions as of April 2013 ($ in millions except per share price) Company Name at Closing Purchase Price Per Closing Date Share Gross Proceeds Market Cap. at Ann. Proceeds as % of Market Cap Stock Price Change Since Closing Stock Price Change Since Ann. Purchase Price Prem./Disc. at Closing Purchase Price Prem./Disc. at Ann. Warrant Coverage Warrant Prem./Disc. at Closing Warrant Prem./Disc. at Ann. Warrant Prem./Disc. To Purchase Price Shares Sold as Multiple of Avg. 30 Day Volume Dilution Deal Type IntelliPharmaCeutics International Inc. 3/19/ % 0% 0% (9. 9%) (9. 9%) 25. 0% 9. 9% 9. 9% 22. 1% 49. 7x 12. 7% Registered Direct IMRIS, Inc. 3/18/ % 0% (7. 0%) 5. 4% (2. 2%) x 12. 5% CMPO Cardica, Inc. 3/15/ % (3. 0%) (7. 9%) (25. 0%) (25. 0%) x 38. 6% CMPO Cerus Corporation 3/14/ % (1. 4%) 3. 8% 0% x 13. 9% CMPO Sorrento Therapeutics, Inc. 3/13/ % (9. 1%) (4. 8%) (18. 2%) (18. 2%) x 11. 9% Public Offering OvaScience, Inc. 3/12/ % (22. 2%) (5. 0%) (35. 7%) (33. 3%) x 27. 3% Public Offering Inovio Pharmaceuticals, Inc. 3/12/ % (1. 9%) 1. 9% 3. 0% (20. 3%) 50. 0% 48. 6% 15. 0% 44. 3% 19. 5x 29. 5% Registered Direct Oculus Innovative Sciences, Inc. 3/6/ % (24. 1%) (24. 1%) (34. 4%) (25. 9%) x 20. 1% CMPO RX i Pharmaceuticals Corporation 3/6/ % % 69. 2% 0% x 71. 2% Public Offering Tribute Pharmaceuticals Canada Inc. 3/4/ % 13. 5% 13. 5% 8. 1% 8. 1% % 48. 6% 48. 6% 25. 0% x 57. 4% Units Offering TranS1 Inc. 3/3/ % 0% 0. 9% 2. 7% 2. 7% x 27. 6% Public Offering EntreMed, Inc. 3/1/ % (13. 2%) (13. 2%) (18. 6%) (18. 6%) 51. 4% (1. 4%) (1. 4%) 21. 3% 31. 6x 30. 2% Registered Direct EnteroMedics Inc. 2/27/ % 11. 9% (16. 1%) 14. 3% (15. 2%) 40. 0% 37. 2% 1. 8% 20. 0% 8. 5x 46. 2% CMPO Immunomedics, Inc. 2/27/ % 8. 9% (9. 6%) 0% (14. 8%) x 9. 2% CMPO Oncolytics Biotech Inc. 2/25/ % (23. 3%) (35. 8%) 1. 0% (14. 3%) x 11. 2% CMPO PLC Systems Inc. 2/22/ % 45. 4% 33. 3% 9. 0% 9. 0% 10. 0% 45. 3% 45. 3% 33. 3% x 93. 1% Public Offering Novelos Therapeutics, Inc 2/21/ % 2. 1% (33. 3%) 2. 0% (31. 5%) % 2. 0% (31. 5%) 0% x 59. 3% Registered Direct Cytomedix, Inc. 2/19/ % (20. 0%) 6. 7% (21. 3%) (16. 2%) 70. 0% 7. 3% 14. 3% 36. 4% x 16. 8% Registered Direct Aeolus Pharmaceuticals Inc. 2/19/ % 15. 6% 15. 6% (37. 5%) (26. 5%) % (37. 5%) (26. 5%) 0% x 46. 1% Units Offering Desert Gateway Inc. 2/14/ % 12. 0% 20. 0% (26. 8%) (6. 3%) 50. 0% (12. 2%) 12. 5% 20. 0% x 55. 1% Public Offering BioLineRx Limited 2/13/ % (5. 5%) (2. 1%) (25. 0%) (23. 9%) 60. 0% (1. 5%) 0% 31. 3% 8. 4x 22. 7% Registered Direct MELA Sciences Inc. 2/12/ % (24. 5%) (24. 5%) (23. 1%) (23. 1%) x 19. 3% Registered Direct Opexa Therapeutics, Inc. 2/11/ % (18. 5%) (22. 5%) 25. 5% 2. 0% % 25. 5% 2. 0% 0% 1. 9x 9. 4% Registered Direct Unilife Corporation 2/11/ % (1. 3%) (1. 3%) 1. 9% 1. 9% 33. 3% 36. 4% 36. 4% 33. 8% 7. 3x 7. 1% Registered Direct Brainstorm Cell Therapeutics Inc. 2/7/ % 4. 6% 9. 2% 27. 4% 31. 0% % % % 66. 7% 2. 4x 1. 1% Public Offering Source: Placement Tracker. Includes deals for U.S. & Canada listed life sciences companies with deal values over $1 million 39

40 US Life Sciences Public Financing Transactions as of April 2013 Company Name at Closing Closing Date Purchase Price Per Share Gross Proceeds Market Cap. at Ann. Proceeds as % of Market Cap Stock Price Change Since Closing Stock Price Change Since Ann. Purchase Price Prem./Disc. at Closing Purchase Price Prem./Disc. at Ann. Source: Placement Tracker. Includes deals for U.S. & Canada listed life sciences companies with deal values over $1 million Warrant Coverage Warrant Prem./Disc. at Closing Warrant Prem./Disc. at Ann. Warrant Prem./Disc. To Purchase Price Shares Sold as Multiple of Avg. 30 Day Volume Dilution Deal Type Echo Therapeutics Inc. 2/6/ % (3. 8%) (33. 6%) (6. 3%) (35. 3%) x 35. 2% CMPO Ventrus Biosciences Inc. 2/4/ % 27. 4% (2. 1%) 0. 4% (23. 8%) x 51. 6% CMPO NewLink Genetics Corporation 2/4/ % 0. 1% 8. 0% (6. 4%) x 22. 0% CMPO BioTime, Inc. 1/31/ % (5. 7%) 46. 1% (18. 1%) 24. 6% 48. 0% 10. 6% 68. 4% 35. 1% 7. 2x 1. 6% Public Offering Anthera Pharmaceuticals Inc. 1/30/ % 0% (9. 7%) (1. 3%) (8. 0%) x 88. 1% CMPO BG Medicine, Inc. 1/30/ % (7. 2%) (22. 2%) (3. 8%) (19. 4%) x 33. 7% CMPO Arrowhead Research Corporation 1/30/ % 9. 0% 1. 9% 6. 0% (0. 9%) 50. 0% 7. 0% 0% 0. 9% 25. 2x 16. 3% CMPO Transgenomic, Inc. 1/30/ % (15. 0%) (17. 5%) 2. 0% (4. 4%) 50. 0% 53. 1% 43. 4% 50. 0% x 34. 8% Public Offering Navidea Biopharmaceuticals Inc. 1/29/ % (10. 6%) (12. 6%) 4. 0% (0. 3%) x 1. 4% Registered Direct Champions Oncology, Inc. 1/28/ % 85. 7% 51. 2% 66. 7% 16. 3% 10. 0% % 53. 5% 32. 0% x 43. 5% Public Offering Berry Only Inc. 1/25/ N/A N/A N/A N/A N/A N/A % - - 0% N/A N/A Public Offering MRI Interventions Inc. 1/25/ % (5. 7%) (3. 9%) (24. 1%) (31. 4%) 50. 0% 10. 8% 0% 45. 8% 88. 2x 28. 7% Units Offering International Stem Cell Corporation 1/22/ % 26. 1% 18. 4% (14. 9%) (13. 0%) 74. 7% (14. 9%) (13. 0%) 0% 63. 9x 20. 2% Public Offering Arca Biopharma, Inc. 1/22/ % 16. 2% 19. 3% 23. 1% 19. 9% 70. 0% 0. 0% (2. 5%) (18. 7%) 23. 6x 23. 5% Units Offering Trius Therapeutics, Inc. 1/17/ % 29. 8% 29. 8% (11. 5%) (9. 2%) x 18. 2% CMPO AtriCure, Inc. 1/16/ % 6. 0% 13. 4% (3. 2%) (3. 2%) x 20. 8% CMPO Sunshine Heart Inc. 1/15/2013 N/A % 3. 0% 3. 0% N/A N/A N/A N/A N/A Public Offering Aegerion Pharmaceuticals, Inc. 1/11/ % 40. 3% 45. 7% 0% x 10. 6% CMPO IGI Laboratories, Inc. 12/21/ % 52. 4% 53. 9% 1. 7% 0. 7% 19. 7% (99. 0%) (99. 0%) (99. 0%) 81. 0x 5. 8% Public Offering ULURU Inc. 12/21/ % 12. 6% 44. 2% 37. 9% % 60. 0% % % 50. 0% 95. 5x % Public Offering Echo Therapeutics Inc. 12/20/ % (33. 0%) (33. 0%) (20. 8%) (17. 4%) x 8. 0% CMPO MEI Pharma, Inc. 12/19/ % 0% % (64. 8%) 28. 2% 70. 0% (63. 4%) 33. 3% 4. 0% x 71. 9% Units Offering Galena Biopharma, Inc. 12/18/ % 28. 7% 8. 0% (14. 4%) (14. 4%) 50. 0% 1. 6% 1. 6% 18. 8% 7. 5x 33. 6% CMPO Sarepta Therapeutics, Inc. 12/18/ % 26. 6% 29. 8% 3. 3% (0. 7%) x 19. 4% CMPO OncoSec Medical Inc. 12/17/ % (8. 8%) (10. 7%) 11. 1% (19. 4%) 50. 0% 15. 6% (16. 1%) 4. 0% 18. 9x % Registered Direct 40

41 US Life Sciences Public Financing Transactions as of April 2013 Company Name at Closing Closing Date Purchase Price Per Share Gross Proceeds Market Cap. at Ann. Proceeds as % of Market Cap Stock Price Change Since Closing Stock Price Change Since Ann. Purchase Price Prem./Disc. at Closing Purchase Price Prem./Disc. at Ann. Warrant Coverage Warrant Prem./Disc. at Closing Warrant Prem./Disc. at Ann. Warrant Prem./Disc. To Purchase Price Shares Sold as Multiple of Avg. 30 Day Volume Dilution Deal Type ACADIA Pharmaceuticals Inc. 12/17/ % 26. 9% 23. 4% (6. 9%) % (6. 9%) 0% 0% 3. 2x 34. 4% Public Offering Lpath, Inc. 12/14/ % (12. 7%) (29. 2%) (16. 7%) (16. 7%) x 22. 3% CMPO Cytori Therapeutics, Inc. 12/14/ % (2. 8%) (16. 9%) (14. 2%) (14. 2%) x 11. 9% CMPO Tamir Biotechnology, Inc. 12/14/ % % % (74. 2%) (80. 0%) 40. 0% (74. 2%) (80. 0%) 0% x % Units Offering Synta Pharmaceuticals Corporation 12/12/ % (0. 7%) (0. 7%) (2. 3%) (0. 1%) x 11. 3% Registered Direct Aradigm Corporation 12/12/ % (5. 5%) (5. 5%) 9. 1% 9. 1% x 24. 8% Public Offering Arrowhead Research Corporation 12/12/ % (4. 4%) (0. 9%) 2. 7% 2. 7% 50. 0% 0% 0% (2. 7%) 54. 2x 23. 9% CMPO Derma Sciences, Inc. 12/11/ % 9. 8% 17. 9% (2. 9%) x 27. 2% CMPO Oramed Pharmaceuticals Inc. 12/11/ % % % 23. 3% 15. 6% 50. 0% 66. 7% 56. 3% 35. 1% x 29. 1% Units Offering Novabay Pharmaceuticals Inc. 12/6/ % 5. 3% (13. 7%) (10. 1%) (10. 1%) 75. 0% 7. 9% 7. 9% 20. 0% 23. 7x 34. 6% CMPO Catasys Inc. 12/6/ % 7. 1% 7. 1% (41. 7%) (41. 7%) % (41. 7%) (41. 7%) 0% x % Public Offering Durect Corporation 12/5/ % 24. 7% 34. 4% (9. 1%) (7. 2%) x 15. 9% Registered Direct Array BioPharma Inc. 12/5/ % 10. 3% 0. 3% (2. 1%) (10. 1%) x 21. 7% CMPO CEL- SCI Corporation 12/4/ % (13. 8%) (13. 8%) (14. 3%) (14. 3%) 75. 0% 14. 3% 14. 3% 33. 3% 44. 8x 22. 4% Registered Direct Progenics Pharmaceuticals Inc. 12/4/ % % % (12. 3%) (5. 2%) x 37. 3% CMPO Rexahn Pharmaceuticals, Inc. 12/4/ % 0% (31. 9%) 4. 3% (29. 8%) 55. 0% 49. 1% 0. 4% 43. 0% x 32. 5% CMPO Tonix Pharmaceuticals H olding Corporation 12/4/ % (50. 0%) (40. 0%) (33. 3%) (33. 3%) % (16. 7%) (16. 7%) 50. 0% x 57. 2% Units Offering BioDelivery Sciences International, Inc. 12/3/ % (8. 6%) (3. 7%) (0. 9%) (0. 5%) x 22. 1% Registered Direct SANUWAVE Health Inc. 11/27/ % % % % 38. 9% x 19. 1% Public Offering TrovaGene, Inc. 11/21/ % 49. 1% 49. 1% (4. 8%) (2. 2%) % 26. 7% 30. 1% 33. 0% 22. 4x 13. 3% Units Offering AspenBio Pharma, Inc. 11/20/ % 15. 8% (1. 6%) 0% (14. 6%) x 29. 0% CMPO MAKO Surgical Corporation 11/19/ % (14. 1%) (8. 3%) (4. 6%) (0. 5%) x 8. 1% CMPO FluoroPharma Medical Inc. 11/19/ % 17. 9% 8. 0% 18. 1% 23. 7% % 25. 0% 31. 0% 5. 9% 53. 4x 16. 2% Units Offering XenoPort Inc. 11/13/ % (6. 3%) (6. 3%) 21. 3% 21. 3% N/A x 5. 1% Public Offering China Cord Blood Corporation 11/12/ % 0. 7% 8. 3% 1. 8% 7. 5% x 11. 1% Public Offering Source: Placement Tracker. Includes deals for U.S. & Canada listed life sciences companies with deal values over $1 million 41

42 US Life Sciences Public Financing Transactions as of April 2013 Company Name at Closing Purchase Price Per Closing Date Share Gross Proceeds Market Cap. at Ann. Proceeds as % of Market Cap Stock Price Change Since Closing Stock Price Change Since Ann. Purchase Price Prem./Disc. at Closing Purchase Price Prem./Disc. at Ann. Warrant Coverage Warrant Prem./Disc. at Closing Warrant Prem./Disc. at Ann. Warrant Prem./Disc. To Purchase Price Shares Sold as Multiple of Avg. 30 Day Volume Dilution Deal Type XenoPort Inc. 11/9/ % (6. 3%) (6. 3%) 48. 0% 44. 3% x 4. 3% Public Offering Novelos Therapeutics, Inc. 11/5/ % (53. 4%) (53. 4%) (2. 9%) (2. 9%) 50. 0% 21. 4% 21. 4% 25. 0% x 6. 9% Units Offering Synthetic Biologics, Inc. 10/31/ % (22. 6%) (19. 3%) (31. 3%) (31. 3%) x 20. 2% Public Offering Hansen Medical, Inc. 10/29/ % 12. 7% (10. 1%) 4. 4% 4. 4% x 8. 6% Public Offering XOMA Corporation 10/29/ % 17. 8% 2. 8% 6. 8% (6. 8%) x 19. 6% CMPO Aethlon Medical, Inc. 10/25/ % 55. 1% 51. 3% 0% (4. 8%) 50. 0% 50. 0% 42. 9% 50. 0% 71. 8x 17. 5% Units Offering CytRx Corporation 10/24/ % 7. 9% (16. 4%) 4. 2% (19. 6%) x 43. 4% CMPO Orexigen Therapeutics Inc. 10/24/ % 5. 8% 5. 8% 0. 5% (0. 4%) N/A x 15. 6% CMPO Cleveland Biolabs, Inc. 10/24/ % 0% (31. 9%) (19. 4%) (19. 4%) 50. 0% 21. 0% 21. 0% 50. 0% 51. 9x 35. 7% CMPO Cempra, Inc. 10/24/ % 2. 9% (17. 3%) 1. 1% (16. 8%) x 18. 4% Public Offering ImmunoCellular Therapeutics, Limited 10/23/ % 35. 2% 13. 3% 5. 0% (12. 9%) 45. 0% 32. 5% 10. 0% 26. 2% 33. 9x 35. 7% CMPO Lexicon Pharmaceuticals, Inc. 10/23/ , % 0. 9% (13. 2%) 3. 7% (10. 0%) x 3. 5% CMPO Novavax, Inc. 10/23/ % (1. 4%) (1. 4%) 0% 0. 9% N/A x 9. 3% Registered Direct MannKind Corporation 10/18/ % 72. 6% 30. 8% (23. 1%) (23. 1%) 75. 0% 0% 0% 30. 0% 23. 0x 35. 1% CMPO Anacor Pharmaceuticals Inc. 10/17/ % (40. 4%) (40. 4%) (7. 1%) (7. 1%) x 12. 7% CMPO BioCryst Pharmaceuticals, Inc. 10/17/2012 N/A % (67. 6%) (71. 6%) N/A N/A N/A N/A Public Offering AEterna Zentaris Inc. 10/17/ % (19. 6%) (38. 1%) 4. 2% (20. 6%) 45. 0% 43. 8% 9. 5% 38. 0% 2. 0x 9. 1% CMPO Regulus Therapeutics LLC 10/10/ % 62. 9% 61. 0% (8. 7%) (4. 8%) x 18. 3% Public Offering Fibrocell Science, Inc. 10/10/ % (33. 3%) (30. 0%) (52. 4%) (56. 5%) x % Public Offering Antares Pharma, Inc. 10/9/ % (12. 6%) (21. 4%) (0. 2%) (9. 1%) x 13. 0% CMPO Rigel Pharmaceuticals, Inc. 10/3/ % (29. 0%) (34. 8%) (8. 2%) (8. 2%) x 19. 1% CMPO Baby All Corporation 10/3/ N/A N/A N/A N/A N/A N/A N/A N/A N/A Public Offering TherapeuticsMD, Inc. 10/2/ % (51. 4%) (50. 9%) (37. 5%) (37. 9%) x 22. 8% Public Offering Neptune Technologies & Bioressources Inc. 10/2/ % (34. 6%) (42. 1%) 2. 0% (8. 3%) x 16. 7% CMPO Source: Placement Tracker. Includes deals for U.S. & Canada listed life sciences companies with deal values over $1 million 42

43 US Life Sciences Public Financing Transactions as of April 2013 Company Name at Closing Purchase Price Per Closing Date Share Gross Proceeds Market Cap. at Ann. Proceeds as % of Market Cap Stock Price Change Since Closing Stock Price Change Since Ann. Purchase Price Prem./Disc. at Closing Purchase Price Prem./Disc. at Ann. Warrant Coverage Warrant Prem./Disc. at Closing Warrant Prem./Disc. at Ann. Warrant Prem./Disc. To Purchase Price Shares Sold as Multiple of Avg. 30 Day Volume Dilution Deal Type Prana Biotechnology Limited 10/1/ % 8. 4% 8. 4% (14. 7%) (14. 7%) N/A x 10. 6% Public Offering AtheroNova, Inc. 10/1/ % (22. 5%) (20. 4%) (39. 0%) (35. 8%) 50. 0% (23. 8%) (19. 7%) 25. 0% 88. 5x 30. 5% Units Offering Insmed Inc. 9/28/ % 51. 7% 51. 7% 0% x 25. 3% Registered Direct Precision Optics Corporation, Inc. 9/28/ % (37. 9%) (37. 9%) % (5. 3%) 70. 0% % 31. 6% 38. 9% x % Units Offering Horizon Pharma, Inc. 9/25/ % (30. 0%) (46. 9%) 0. 6% (23. 6%) 50. 0% 31. 3% (0. 2%) 30. 6% 40. 2x % CMPO Pluristem Therapeutics, Inc. 9/19/ % (23. 4%) (30. 2%) 1. 8% (11. 9%) 35. 0% 27. 2% 10. 1% 25. 0% 7. 6x 26. 2% CMPO Neuralstem Inc. 9/19/ % (19. 7%) (17. 4%) (28. 6%) (27. 5%) x 12. 9% Registered Direct Average $3.08 $21.0 $ % 15. 1% 7. 5% 2. 0% (8.0%) 62. 7% 34. 5% 13. 7% 21. 5% x 48. 8% Median % - (2.1%) (0.6%) (8.2%) 50. 0% 14. 3% 9. 5% 25. 0% 45. 3x 22. 1% Max , % % % % % % % % 66. 7% x % Min % (67.6%) (71.6%) (74.2%) (80.0%) 2. 6% (99.0%) (99.0%) (99.0%) 1. 9x 1. 1% There were 106 public equity offerings in the last 6 months, excluding IPOs 48 of these deals, or 45%, had some form of warrant coverage The median warrant coverage across all deals was 50%, and the average was 62.7% The average and median offering price discounts were (8.0%) and (8.2%), respectively Source: Placement Tracker. Includes deals for U.S. & Canada listed life sciences companies with deal values over $1 million 43

44 U.S. Initial Public Offerings US IPO Performance 9.00% 7.00% 5.00% 3.00% 1.00% 6.4% 1.5% -1.00% -3.00% -5.00% Source: Capital IQ, BioCentury and company filings IPOs NASDAQ Biotechnology Index (^NBI) - Index Value 2013 U.S. Healthcare IPOs 5 life sciences companies completed IPOs so far in 2013, already more than 1/3 as many as all of 2012 After market performance of an index of 2013 completed IPOs is up around 3.8% In order to get public in 2013, companies had to cut their offering price by a median of 17.4%, while increasing the number of shares offered by an average of 27.4%. Insider participation has been relatively low, with a mean of 12.5% insider participation for 2013 IPOs, of which 40% had no insider participation, and one had less that 10% insider participation Burrill & Company is projecting around 25 Life Science IPOs in

45 U.S. Initial Public Offerings 2013 Detail (dollars and shares in millions, except per share data) % % % Initial Final Shares in Price Pre- Total Post- Price in Price Pricing Filing Range Shares Shares Filing to Offer Filing to Money Amount Money as of: Offer to Insider Date Company Low High Filed Offered Offer Price Offer Value Offered Value 03/28/13 Date Partic /20/13 Enanta Pharmaceuticals $14.00 $ % $14.00 (6. 7%) $179.7 $56.0 $235.7 $ % 33. 5% 03/19/13 Tetraphase Pharmaceuticals $10.00 $ % $7.00 (36. 4%) $64.1 $75.0 $139.1 $ % 31. 9% 01/31/13 KaloBios Pharmaceuticals $12.00 $ % $8.00 (38. 5%) $123.0 $70.0 $193.0 $6.00 (25. 0%) 21. 1% 01/31/13 Zoetis Inc. $22.00 $ % $ % ($335. 8) $2,574.4 $2,238.6 $ % 0. 0% 01/28/13 Stemline Therapeutics $11.00 $ (5. 2%) $10.00 (16. 7%) $34.8 $33.2 $67.9 $ % 0. 0% 01/24/13 LipoScience Inc. $13.00 $ % $9.00 (35. 7%) $80.0 $45.0 $125.0 $ % 8. 9% High % 10. 6% $ $2, $2, % 33. 5% Mean 38. 8% (17.5%) $13.2 $561.7 $ % 17. 3% Median 15. 0% (16.7%) $64.1 $70.0 $ % 21. 1% Low (5.2%) (38.5%) ($335.8) $33.2 $67.9 (25.0%) 0. 0% 45

46 U.S. Initial Public Offerings 2012 Detail (dollars and shares in millions, except per share data) % % % Initial Final Shares in Price Pre- Total Post- Price in Price Pricing Filing Range Shares Shares Filing to Offer Filing to Money Amount Money as of: Offer to Insider Date Company Low High Filed Offered Offer Price Offer Value Offered Value 03/22/13 Date Partic /08/12 Atossa Genetics Inc. $5.00 $ (20. 0%) $5.00 (16. 7%) $60.6 $4.0 $64.6 $ % 0. 0% 10/10/12 Intercept Pharmaceuticals $13.00 $ % $ % $161.0 $75.0 $236.0 $ % 20. 7% 10/10/12 Kythera Biopharmaceuticals $14.00 $ % $ % $207.5 $70.4 $277.9 $ % 0. 0% 10/04/12 Regulus Therapeutics $10.00 $ % $4.00 (63. 6%) $91.5 $45.0 $136.5 $ % 33. 3% 07/26/12 Hyperion $ $ % $ (16. 7%) $95. 5 $57. 5 $ $ % 38. 3% 07/19/12 Durata Therapeutics $11.00 $ % $9.00 (25. 0%) $77.4 $77.4 $154.8 $8.94 (0. 7%) 44. 5% 06/27/12 Tesaro $ $ % $ % $ $93. 2 $ $ % 27. 0% 05/01/12 Supernus Pharmaceuticals $13.50 $ % $5.00 (65. 5%) $62.0 $57.5 $119.5 $ % 57. 4% 03/28/12 Merrimack Pharmaceuticals $8.00 $ % $7.00 (22. 2%) $532.0 $114.8 $646.8 $6.19 (11. 6%) 56. 8% 02/08/12 ChemoCentryx $ $ % $ (33. 3%) $ $63. 8 $ $ % 23. 2% 02/02/12 Cempra $ $ % $6. 00 (50. 0%) $71. 8 $58. 2 $ $ % 49. 6% 01/26/12 Verastem $9. 00 $ % $ % $ $63. 3 $ $9. 24 (7. 6%) 26. 9% 2011 High % 7. 1% $ $ $ % 57. 4% Mean 24. 5% (23.3%) $171.2 $65.0 $ % 31. 5% Median 15. 0% (19.4%) $117.3 $63.5 $ % 30. 2% Low (20.0%) (65.5%) $60.6 $4.0 $64.6 (11.6%) 0. 0% Source: Capital IQ, BioCentury and company filings. 46

47 JOBS Act Expected Impact on the IPO Process The Jumpstart Our Business Startups Act (the JOBS Act) eases the regulatory burdens and costs associated with traditional IPOs Creates a New Class of Issuer an 'Emerging Growth Company' (EGC) for companies with less than $1 billion in revenue We expect that, once the SEC finalizes its new rules to implement the act, the JOBS Act will have a significant impact on the IPO process for ECGs such as biotechnology companies, including: Relaxed disclosure rules for ECG s will lower costs of preparing an S-1 ECG s can submit S-1 on a confidential basis with SEC o Avoid tipping hand to market and competitors of planned IPO ECG s can communicated with QIB (institutions) while the S-1 is on file in order to test the waters o Better control over timing of IPO given market volatility Allows for more research analyst participation in IPO process o Allows for the issuance of research reports prior to IPO o Allows research analyst discussion with investors during IPO process Both Kythera and Intercept, the top two life science IPOs of 2012, went public as ECGs taking advantage of reduced disclosure requirements and regulatory burden. 47

48 Form 10 Offerings Get Investors First! An emerging option for late-stage privately-held companies who are seeking to go public is a Form 10 Offering Traditional IPOs have high legal and accounting costs, long-time to completion and exposes the company to significant market risk A Form 10 Offering mitigates these costs and risks by allowing the company to close a financing prior to preparing any public company filings The key to a Form 10 Offering is a commitment by the company to file a Form 10 with the SEC post-transaction in order to become a reporting company and facilitate the listing of the company shares on the OTCBB The team has close relationships with investment funds who are seeking these types of transactions We provide continual support post-transaction in the form of non-deal roadshows to grow liquidity and valuation and leading to an eventual uplisting on Nasdaq 48