Quarterly Biopharma Deals Update First Quarter April 2013 Deloitte Recap LLC

Transcription

1 Quarterly Biopharma Deals Update First Quarter 2013 April 2013 Deloitte Recap LLC

2 1Q2013 Deal Trends Update Aggregate disclosed deal values are down compared to 1Q2012, despite increase in number of license deals and M&A transactions Early stage (Discovery-Phase I) and Reformulation deals are up compared to 1Q2012 Cancer continues to dominate the licensing landscape, accounting for 33% of deals for the quarter MacroGenics and Gilead s cancer-focused mab discovery deal was the largest deal of 1Q2013 at $1.1 billion Cardinal Health s acquisition of service company AssuraMed was the largest M&A transaction of 1Q2013 at $2.07 billion 1

3 Quarterly Report Content Slide 3 1Q2013 Deal Making Landscape Slide 4 Number of Licenses/JVs and M&A Deals Signed by Quarter: 1Q2011 1Q2013 Slide 5 License Deals by Stage at Signing: 1Q2012 vs. 1Q2013 Slide 6 Distribution of Licenses by Therapeutic Area: 1Q2012 vs. 1Q2013 Slide 7 Top Five License Deals of 1Q2013 by Total Disclosed Size Slide 8 Snapshots: Top Five License Deals of 1Q2013 Slide 9 MacroGenics / Gilead Slide 10 Lundbeck/Otsuka (expansion of existing deal) Slide 11 Chiasma / Roche Slide 12 Edison Pharmaceuticals / Dainippon Sumitomo Pharma Slide 13 Moderna Therapeutics / AstraZeneca Slide 14 Lycera / Merck Slide 15 Quarterly Life Science M&A Deals: 1Q2011 1Q2013 Slide 16 Top Five M&A Transactions of 1Q2013 by Total Disclosed Deal Size Slide 17 Snapshots: Top Five M&A Transactions of 1Q2013 Slide 18 AssuraMed / Cardinal Health Slide 19 Agila Specialties / Mylan Slide 20 MAP Pharmaceuticals / Allergan Slide 21 Trauson Holdings / Stryker Slide 22 Nypro / Jabil Circuit 2

4 1Q2013 Deal Making Landscape Deal Volume Deal Dollars ** 8% Contract Services (n=48) 16% Supply, Distribution, Co-Promotion (n=99) 9% Research (n=58) Acq. Option 2 4% Other (n=26) 12% M&A (n=75) 625 Total number of deals in 1Q % Grant, Equity, Royalty Buyouts, Other Funding (n=79) 7% Asset Purchase (n=43) 31% Licenses & Joint Ventures (n=195) 24% Asset Purchase ($4.9B) $20.1 Billion Total deal value* 19% Licenses & JVs ($3.9B) 50% M&A ($10.1B) *Total deal value among 126 deals with publicly disclosed deal value (excludes expansions of existing deals) ** Grant, Equity, Royalty Buyout, Other Funding=$629M; Supply, Distribution, Co-Promotion=$509M; Contract Service=No Disclosed Values; Acq. Option=$26M; Research=$3.8M; Other=No Disclosed Values 3

5 Quarterly Deal Trends: 1Q2013 Aggregate Disclosed Values Down Despite Increase In Number of Deals 300 Number of Licenses/Joint Ventures and M&A Transactions Signed by Quarter: 1Q2011-1Q $70 Number of Deals $60 $50 $40 $30 $20 $10 Aggregate Disclosed Deal Value ($B) 0 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012 1Q2013 # M&A # Licenses/JVs Aggregrate Disclosed Value ($B) $0 NOTE: Aggregate disclosed deal size value excludes expansions of existing deals. 4

6 Quarterly Deal Trends: Early Stage and Reformulation Deals are Up in 1Q2013 vs. 1Q License Deals by Stage at Signing: 1Q2012 vs. 1Q Discovery Lead/Preclinical Phase I Phase II Phase III Registration Approved Reformulated Product 1Q2012 1Q2013 *Excludes 94 license deals in 1Q2012 and 86 license deals in 1Q2013 for which a stage at signing was not applicable and 5 deals in each quarter for which a stage at signing was unknown/undisclosed 5

7 Quarterly Deal Trends: Cancer Continues to Dominate the Landscape in 1Q2013 Distribution of Licenses by Therapeutic Area: 1Q2012 vs. 1Q2013 Hematologic 2% Ophthalmic 2% Pulmonary 2% Cardiovascular 3% Diversified 3% Endocrine/ Metabolic 10% Other* 10% Autoimmune/ Inflammatory 6% 1Q2012 n=122 Cancer 31% Hematologic 4% Other* Ophthalmic 10% 2% Pulmonary 3% Cardiovascular 2% Diversified 5% Endocrine/ Metabolic 6% 1Q2013 n=145 Autoimmune/ Inflammatory 12% Cancer 33% Neurology 16% Infectious Disease 15% Neurology 16% Infectious Disease 7% * Other includes dermatology, chromosomal abnormalities, warfare defense, gastrointestinal disease, genitourinary/sexual function, nutritional supplements, cosmetics, and orthopedics; Chart excludes 28 and 36 licensing deals for 1Q2012 and 1Q2013, respectively, for which a therapeutic area was not applicable or not disclosed 6

8 Quarterly Deal Trends: Top Five Licenses of 1Q2013 by Total Disclosed Deal Size Licensor/ Seller Licensee/ Buyer MacroGenics Gilead $1,115M $30M Lundbeck* Otsuka $825M $150M Chiasma Roche $595M $65M Total Size Upfront Asset Description Stage DART bispecific mab programs against up to four undisclosed targets Expansion of 2011 CNS pipeline collaboration to include Lu AE58054, a selective 5HT6 receptor antagonist for Alzheimer s disease Octreotide oral formulation for acromegaly and neuroendocrine tumors Discovery Phase II Reformulation Therapeutic Area Cancer Neurology Endocrine/ Metabolic Edison Pharma Dainippon $545M $35M EPI-743 and EPI-589 redox factors and mitochondrial augmentors for CNS disorders in Japan Phase III Neurology Moderna AstraZeneca >$420M $240M Option to 40 messenger RNA (mrna) therapeutics for cardiometabolic diseases, renal diseases, and cancer Discovery Diversified Lycera Merck >$300M Undisclosed Discovery of small molecules against undisclosed targets for autoimmune diseases Discovery Autoimmune/ Inflammatory *NOTE: This deal is an expansion of an existing multi-product CNS pipeline collaboration originally signed in November 2011, and does not represent an arm s length transaction. 7

9 Snapshots for Top Five Licenses of 1Q2013 (as measured by total disclosed deal size, includes one deal expansion for a total of six snapshots) 8

10 Dual-Affinity Re-Targeting (DART) bispecific mab products directed to four targets in cancer and other diseases Licensor MacroGenics Retains rights to one program ex-north America, Europe, Australia and New Zealand This is the fourth partnership signed around the DART platform in the past two years; MacroGenics is also collaborating with Servier, Boehringer Ingelheim, and Pfizer License to develop and commercialize preclinical Dual-Affinity Re-Targeting (DART) products directed at up to four undisclosed targets Therapeutic Area: Cancer Technology: Antibodies - Monoclonals Territory: Worldwide Total Announced Size (USD): Committed Payments: Upfront: $30M Equity: R&D Funding: Stage At Signing: Preclinical License Exclusivity: Exclusive # Products/Options: 4 $1,115M Contingent Payments: Total Milestones: $1,085 M Pre-Commercial: CON Sales-based: CON Back-End Payment: Royalty Notes: $85M preclinical and $1B in clinical, regulatory and sales milestones; tiered low double-digit royalties Licensee Gilead Will fully fund MacroGenics research activities for all four programs Has exclusive worldwide rights for three programs Has rights in North America, Europe, Australia and New Zealand for the remaining program Date Announced: 1/2013 CON = confidential 9

11 Expansion of 2011 CNS pipeline collaboration to include Lundbeck s Lu AE58054, a selective 5HT6 receptor antagonist for Alzheimer s disease Licensor Lundbeck Shared costs of development and promotion The deal is part of a broader global neurology pipeline alliance to develop up to five psychiatric and neuroscience products - original deal signed between the two companies in late 2011 Rights to co-develop and co-commercialize Lundbeck's Phase II compound, Lu AE58054, a selective 5HT6 receptor antagonist for AD Therapeutic Area: Neurology Technology: Small Molecules Territory: U.S., Canada, EU, East Asia (incl. Japan), & Nordic countries Total Announced Size (USD): Committed Payments: Upfront: $150M Equity: R&D Funding: Stage At Signing: Phase II License Exclusivity: Exclusive # Products/Options: 1 $825M Contingent Payments: Total Milestones: $675 M Pre-Commercial: CON Sales-based: CON Back-End Payment: Profit Split Notes: Costs incurred for the development and promotion of Lu AE58054 will be shared in the same ratio as profits Licensee Otsuka Shared costs of development and promotion Plans to begin a Phase III program in 2013 in more than 2,500 patients with mild-to-moderate Alzheimer's disease as an adjunct to donepezil Date Announced: 3/2013 CON = confidential 10

12 Octreolin (octreotide) oral formulation for acromegaly and neuroendocrine tumors worldwide Licensor Chiasma Responsible for completing development through Phase III testing for acromegaly Developed the oral formulation using its Transient Permeability Enhancer technology Data from the Phase III trial for acromegaly are expected in 3Q2013 and MAA and NDA submissions are planned for 1Q2014 Rights to develop and commercialize octreotide, a somatostatin mimetic, formulated with Chiasma's TPE oral formulation technology, for acromegaly and neuroendocrine tumors Therapeutic Area: Endocrine/Metabolic Technology: Drug Delivery - Oral Territory: Worldwide Total Announced Size (USD): Committed Payments: Upfront: $65M Equity: R&D Funding: Stage At Signing: Reformulation License Exclusivity: Exclusive # Products/Options: 1 $595M Contingent Payments: Total Milestones: $530M Pre-Commercial: CON Sales-based: CON Back-End Payment: Royalty Notes: Up to $530M in development and commercial milestones, plus tiered, double-digit royalties. Licensee Roche Roche and its Genentech unit will be responsible for marketing the product following its approval Date Announced: 2/2013 CON = confidential 11

13 EPI-743 and EPI-589 redox factors and mitochondrial augmentors for CNS disorders in Japan Licensor Edison Pharmaceuticals Will jointly develop EPI- 589 (preclinical redox co-factor) for adult CNS diseases in Japan Retains all rights to EPI- 743 and EPI-589 outside of Japan. Rights to develop and commercialize EPI-743, a compound that targets NQO1 and augments endogenous glutathione biosynthesis, and EPI- 589, a reversible redox cofactor, for CNS disorders Therapeutic Area: Neurology Technology: Small Molecules Territory: Japan Total Announced Size (USD): Committed Payments: Upfront: $35M Equity: R&D Funding: $15M Notes: $10-35M in development milestones per indication; undisclosed royalties on sales Stage At Signing: Phase III License Exclusivity: Exclusive # Products/Options: 2 $545M Contingent Payments: Total Milestones: $495M Pre-Commercial: $35M Sales-based: $460M Back-End Payment: Royalty Licensee Dainippon Sumitomo Pharma Will develop EPI-743 (Phase IIb/III) stage for orphan pediatric mitochondrial diseases in Japan Will collaborate with Edison on EPI-589 (preclinical reversible redox cofactor) for adult CNS diseases in Japan Date Announced: 3/2013 CON = confidential 12

14 Option to 40 messenger RNA (mrna) therapeutics for cardiometabolic diseases, renal diseases, and cancer Licensor Moderna Responsible for designing and manufacturing the messenger RNA against selected targets Date Announced: 3/2013 Option to develop and commercialize mrna therapeutics for cardiometabolic, renal, and cancer targets discovered in a 5-year collaboration Therapeutic Area: Diversified Stage At Signing: Discovery Technology: License Exclusivity: Oligonucleotide Ligands and sirnas Exclusive Territory: Worldwide Total Announced Size (USD): Committed Payments: Upfront: $240M Equity: R&D Funding: # Products/Options: 40 >$420M Contingent Payments: Total Milestones: CON Pre-Commercial: CON Sales-based: CON Back-End Payment: Royalty Notes: Up to $180M for 3 technical milestones, plus additional development and commercial milestones and royalties from high-single to low-double-digits per product Licensee AstraZeneca Has the right to select from any target in cardiometabolic diseases, and from selected targets in cancer, for up to 5 years Has an option to select up to 40 drug products for clinical development Responsible for leading preclinical, clinical development and commercialization CON = confidential 13

15 Discovery of small molecules against undisclosed targets for immune-mediated disorders Licensor Lycera The agreement builds on a previous 3/2011 deal to discover, develop and commercialize small molecules that target T- helper 17 (Th17) cells by targeting the retinoic acid related orphan receptor (RORyt) for autoimmune disorders Date Announced: 2/2013 Rights to discover, develop and commercialize small molecules against undisclosed targets for autoimmune diseases Therapeutic Area: Autoimmune/Inflammatory Technology: Small Molecules Territory: Worldwide Total Announced Size (USD): Committed Payments: Upfront: CON Equity: R&D Funding: CON Stage At Signing: Discovery License Exclusivity: Exclusive # Products/Options: Multiple >$300M Contingent Payments: Total Milestones: >$300 M Pre-Commercial: CON Sales-based: CON Back-End Payment: Royalty Notes: Undisclosed upfront payment and research funding plus >$300 million in R&D, regulatory and commercial milestones, and royalties on sales. Licensee Merck Responsible for clinical development of the discovered compounds Will have worldwide marketing and commercialization rights to any products that may be developed as a result of the collaboration CON = confidential 14

16 Quarterly M&A Trends: 1Q2013 Aggregate Value Down Despite an Increase in M&A Activity Number of M&A Deals and Aggregate Value by Quarter: 1Q2011 1Q $60 Number of Deals $50 $40 $30 $20 Aggregate Disclosed Value ($B) 20 $ Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012 1Q2013 $0 #Deals Aggregate Disclosed Value ($B) 15

17 Quarterly M&A Trends: Top Five M&A Deals of 1Q2013 by Total Disclosed Deal Size Target / Acquirer Date Announced Market Segment Total Disclosed Deal Size ($M) AssuraMed / Cardinal Health 2/14/2013 Service Company $2,070M Agila Specialties / Mylan 2/27/2013 Therapeutic Products $1,850M MAP Pharmaceuticals / Allergan 1/23/2013 Therapeutic Products $958M Trauson Holdings / Stryker 1/17/2013 Devices $764M Nypro / Jabil Circuit 2/4/2013 Service Company $665M 16

18 Snapshots for Top Five M&A Transactions of 1Q2013 (as measured by total disclosed deal size) 17

19 Cardinal Health Acquires AssuraMed Target Company AssuraMed (Private) Deal Value (USD): $2,070M Acquirer Cardinal Health AssuraMed supplies in-home medical products to patients. It operates two separate businesses: Independence Medical, a distributor of wholesale medical supplies; and Edgepark Medical Supplies, which home-delivers medical supplies for chronic conditions. Upfront Cash (USD): $2,070M Contingent Payments (USD): n/a Market Segment: Service Company Leading Technology: Devices Therapeutic Area: Diversified Major Investors: Clayton Dubilier & Rice Goldman Sachs Capital Partners Announced: 2/14/2013 Closed: 3/18/2013

20 Mylan Acquires Agila Specialties Target Company Agila Specialties (Private) Deal Value (USD): $1,850M Acquirer Mylan Agila Specialties, a former subsidiary of Strides Arcolab, develops and markets generic injectable products. Upfront Cash (USD): $1,600M Contingent Payments (USD): $250M Market Segment: Therapeutic Products Leading Technology: Generics Therapeutic Area: Diversified Most Advanced Product: Marketed Major Investors: Strides Arcolab Contingent Payments: Undisclosed contingent payments subject to the satisfaction of certain conditions by Agila s parent company, Strides Arcolab. Announced: 2/27/2013

21 Allergan Acquires MAP Pharmaceuticals Target Company MAP Pharmaceuticals (Public. NASDAQ: MAPP) Deal Value (USD): $958M Acquirer Allergan MAP Pharmaceuticals develops and commercializes therapies for neurological disorders utilizing inhalational drug delivery device technologies. Upfront Cash (USD): $958M Contingent Payments (USD): n/a Market Segment: Therapeutic Products Leading Technology: Drug Delivery - Inhalational Therapeutic Area: Neurology Most Advanced Product: Reformulation Leading Products: Levadex Prior Year Total Revenues (USD): $23.1M Cash On Hand at Acquisition (USD): $115M Shares Outstanding: 35.28M Offer Price per Share: $25.00 Prior Close Sh. Price Premiums: 60% (1-Day) 57% (5-Day) 62% (30-Day) Announced: 1/23/2013 Closed: 3/1/2013

22 Stryker Acquires Trauson Holdings Target Company Trauson Holdings (Private) Deal Value (USD): $764M Acquirer Stryker Trauson Holdings develops and markets trauma and spine orthopedic implants and related surgical equipment. Its operates three business segments: Trauma Products, Spine Products, and Original Equipment Manufacturing. Upfront Cash (USD): $764M Contingent Payments (USD): n/a Market Segment: Devices Leading Technology: Devices Therapeutic Area: Orthopedics Major Investors: Luna Group Announced: 1/17/2013

23 Jabil Circuit Acquires Nypro Target Company Nypro (Private) Deal Value (USD): $665M Acquirer Jabil Circuit Nypro provides plastics contract manufacturing services to the healthcare, packaging, and consumer electronics industries. Nypro operates 20 manufacturing facilities in 10 countries. Upfront Cash (USD): $665M Contingent Payments (USD): n/a Market Segment: Service Company Leading Technology: Manufacturing Announced: 2/4/2013

24 Deloitte Recap Analyst Team Jacquelyn Cafasso Senior Biopharma Deals Analyst Chris Dokomajilar Manager, Senior Biopharma Deals Analyst Jennifer Doyle Manager, Senior Biopharma Deals Analyst For More Information: Subscriptions recap@deloitte.com Consulting Services recap_consulting@deloitte.com

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