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Wednesday, February 18, 2009

Carl Icahn: Biotech Raider, Savior of North Dakota

In case you missed it, Carl Icahn’s campaign to make boards of directors more accountable to shareholders—including, one assumes, the boards of Amylin, Biogen Idec and other biopharma businesses he would like to see move in different directions—now includes a plea for action from Congress.

In an editorial published in the Washington Post February 16, Icahn recaps his frustration with what he sees as a culture of insiderism in corporate boards and the challenges dissident shareholder groups face in making changes to the lineup.

The problem, Icahn argues, can be fixed simply, by allowing shareholders to vote on where their company should be incorporated—thereby allowing them to shop for the most shareholder friendly state laws.

"Corporate law is largely the province of states, which to varying degrees protect flawed governance models," Icahn wrote. "What is needed is a superceding federal law that gives shareholders the right to vote by simple majority to move their company's legal incorporation to states that uphold greater shareholder rights."

And Icahn has found his favorite jurisdiction, apparently: "North Dakota...is recognized as having the most shareholder-friendly corporate laws in the nation, thanks to recent legislative action. By incorporating in the state and adopting its provisions, a public company would in one easy step improve rights for its shareholders and eliminate the often too-cozy relations between managements and boards."

Ah for the gentle kiss of the Great Plains zephyrs in February!

We don’t know what the prospects are for action on Icahn's proposal, though presumably North Dakota’s congressional delegation is on board with the plan.

In the meantime, maybe some of Icahn’s targets can take the opportunity to steal a march on him? Amylin is deep in cost-cutting mode already, but has the company considered swapping its San Diego corporate offices for some new property out near Bismarck? Commercial real estate is much cheaper...

Monday, February 16, 2009

While You Weren't Bringing Flowers/Singing Love Songs, Anymoooore

Ah Valentine's Day. The overpriced prix fixe meal (with "complementary" glass of champagne), the long lines at the florist, the impending tooth decay. But, dear readers, if you feel like you're missing out, if you were left without a valentine this year, perhaps you should read this perceptive and worldly dating advice from a nine-year old "love guru." Meanwhile we present the all-heart edition of your weekend roundup, so don't ever say we don't show how much we care.

  • Barron's hearts JNJ (via Reuters).
  • Medtronic CEO William Hawkins hearts talking his way into business school, advancing medical technology, and Duke basketball, he tells the NYT.
  • GSK hearts rebuilding its image with cheap meds for 50 developing countries.
  • Sanofi CEO Chris Viehbacher hearts GSK's model, says the FT, and that makes sense, says Viehbacher, because he helped shape the model. Oh and crab salad.
  • Thoratech Corp. hearts HeartWare, HeartWare investors heart $282 million, and it's a match made in LVAD heaven.
image from flickr user sloanpix used under a creative commons license.

Friday, February 13, 2009

DotW: Evolution

It's a hard week not to think about evolution. In case you missed it, scientists, educators, and philosophers of all walks of life took a moment Thursday to observe the 200th anniversary of Charles Darwin's birth.

But as the economy continues to sag, the term Darwinian selection takes on a more pointed tone. As our legislators debated the stimulus plan, the nipping and tucking that ensued resulted in an economic evolution of sorts. Whether it's morphed into something with a snowball's chance in you know where of actually working...well, we'll just have to wait and see.

Certainly the stimulus package didn't include much in the way of benefits for smaller companies in our industry. Not that BIO didn't try, but it's an uphill battle for many biotechs in the current enviroment. Among the newly troubled this week: Haemacure, Telik, Oscient, and Novogen. All four announced cost-cutting moves, restructurings, or pipeline retrenchings.

Big Pharmas aren't in much better shape (we know this is drum we beat loudly and often). As they look to adapt or die, the drugmakers' strategies fall into a number of familiar categories: diversification (Wy-Pfi); acquisition to bridge the patent cliff (Wy-Pfi); outlicensing unwanted or deprioritized assets (Wy-Pfi). [Do you see a pattern here?] Only GSK seems to be attempting to change itself from the inside out, an issue we'll discuss in greater detail in an upcoming IN VIVO feature.

In a "survival of the fittest" environment, we're proud to note that IVB is closing in on its 1000th post. And boy have we changed. Any doubts, check out our very first deals of the week post, launched Oct. 26, 2007.

AstraZeneca/Mayo Clinic/Virginia Polytechnic Institute: Attendees of the BIO CEO conference in NYC this week were likely nodding their heads wisely during the panel session where execs from BMS, GSK, and Pfizer discussed the need for new sources of innovation. We've heard this before, folks. And as pharma evolves its own biz dev practices--with corporate venture capital playing a greater role in some cases--one strategy gaining momentum is to partner with smart academics, especially if the upfront money is miniscule and the deal allows the drugmaker to hedge its exposure in a risky therapeutic area. Following on last month's tie-up between Johnson & Johnson's Janssen division and Vanderbilt University for novel schizophrenia drugs came news this week of another CNS-related industry-academia partnership--this time between AstraZeneca and researchers at the Mayo Clinic and Virginia Tech. The deal centers around a cache of early-stage so-called triple reuptake inhibitors designed to treat depression. Financial terms and milestones associated with the deal were not disclosed. Triple reuptake inhibitors, which are sometimes viewed as the likely replacements for today's popular SSRI therapies, target three key neurotransmitters thought to be involved in depression: serotonin, dopamine and norepinephrine. But adverse side-effects and a growing stable of generic medicines that provide some relief have significantly upped the clinical and regulatory risks associated with this drug class, prompting pharmas to think carefully before wading into the space with a lot of money. As "The Pink Sheet" DAILY reports, one reason AstraZeneca was so interested in the Mayo/Virginia Tech molecules was that the two groups had already spent some money--about $500,000--derisking the molecules through toxicology studies. Nor is this the first time AstraZeneca has looked to academia for novel products in this particular therapeutic space. In October of last year, AstraZeneca announced a research collaboration with Columbia University Medical Center to explore neurogenesis in creating novel treatments for depression and anxiety.

Lundbeck/Ovation: As we wrote in this post, pharmas adapted rapidly to take advantage of biotech's winter by demanding contingent value rights (CVRs)--essentially some form of earn-out--in a majority of 2009 acquisitions. This week's acquisition by H. Lundbeck of Ovation Pharmaceuticals is no exception: the $900 million dollar deal came with a $300 million contingency dependent on the regulatory approval of Ovation's anti-epileptic Sabril. Of course, Denmark-based Lundbeck has been looking for new revenue sources to offset the anticipated loss of its top seller, the anti-depressant Lexapro, whose U.S. patent expires in March 2012. The pharma also has wanted to build up its U.S. marketing and registration capacities, citing the potential of its partnership with Takeda on next-generation anti-depressant Lu AA21004, now in Phase III trials. On a conference call announcing the news, Lundbeck CEO Ulf Wiinberg said the purchase was based on a "sum of the parts evaluation". But clearly one of those parts was the risk associated with Sabril, which has been under FDA review since 2007. Even though signs for Sabril's approval are positive--it recently won the endorsement of the agency's Peripheral and Central Nervous System Drugs Advisory Committee for infantile spasms and refractory complex partial seizures in adults--it's also likely that Lundbeck execs couldn't forget the $100 million they spent last May to purchase EU commercialization rights to Myriad Genetics' Alzheimer's disease drug Flurizan. Just five weeks later, that drug had a stunning Phase III clinical trial flame-out that resulted in the drug's extinction by summer's end. According to "The Pink Sheet" DAILY, Lundbeck's purchase of Ovation won't stop it from additional deal-making. Seems likely future deals will also come tagged with CVRs that help the Danish firm hedge its risk and conserve its own precious cash resources.

Merck/Insmed: Sanofi's new CEO, Chris Viehbacher, promised a message of change earlier this week, but it's not completely clear how that particular pharma plans to access innovation. As we noted here, the pharma has a somewhat diversified portfolio so it doesn't need to pull a Pfi-eth (not that it has the cash), but it certainly isn't sounding the clarion call to follow-on-biologics. Contrast that with Merck, which is now clearly in a two-horse race with Israeli giant Teva Pharmaceuticals to become the the dominant player in the FOB space. As we wrote here, this week the company announced it was bulking up in FOBs with the $130 million acquisition of Insmed's follow-on biologics platform. The deal, announced on February 12, gives the big pharma's Merck Bioventures unit two additional clinical stage programs--a Neupogen follow-on called INS-19 currently in Phase III, and a Neulasta follow-on in Phase I known as INS-20--as well as preclinical versions of Epogen and an interferon-beta 1b molecule."Insmed's pipeline of follow-on biologic candidates presents the opportunity to expedite Merck's entry in the biologics marketplace," said Frank Clyburn, SVP and general manager of Merck Bioventures in a press release announcing the news. But this deal was also very much about adding manufacturing capacity--50,000 square-feet based in Boulder, Colorado and 70 protein experts to staff it to be exact. Even better, apparently the Boulder plant offers yeast-fermentation capabilities essential to the glycosylation process Merck is already using via its next-generation GlycoFi technology. The site’s production capacity, along with the expertise of the existing staff “gives [Merck] in my view an accelerated head start on developing these products,” Geoffrey Allan, President and CEO of Insmed, asserted in an interview with "The Pink Sheet" DAILY. Relying heavily on the proprietary glyco-engineering technology housed in GlycoFi, Merck already had one FOB in clinical development--a Phase II pegylated erythropoietin for anemia called MK2578 designed to compete with Amgen's Aranesp. But even with GlycoFi's technology in house, Merck clearly felt the need to add additional capabilities--and quickly--to reach its product launch goals of six FOBs in the 2012 to 2017 time-frame. Certainly Teva upped the ante last month with its deal with Lonza for the manufacture of an unspecified number of biologic products. The question now: will Merck's latest move spur competitors who've up until now shown only tepid interest in FOBs into making a move?

Novartis/Portola: Portola continues to gun for DotW's "Little Biotech That Could Award". (Have we told you we have many awards?) The company had planned to adopt traditional wisdom and wait for Phase IIb data before partnering its anti-thrombotic elinogrel, a competitor to BMS/Sanofi-Aventis's Plavix and Daiichi Sankyo/Lilly's prasugrel. But Novartis played God Father and offered the privately-held biotech a deal it couldn't refuse: $75 million up-front, plus another $500 million in milestone payments and royalties on worldwide sales. Even better, those milestones aren't all in the distant future. The biotech stands to receive another hefty payment of $75 million when the compound enters Phase III trials, which is widely expected to happen mid-2010. With the chances of an initial public offering slim to nil--unless you are selling baby formula and have profits to boot--some Portola backers might raise their eyebrows at the Novartis deal, as it complicates an exit by way of merger or acquisition. Portola has raised $218 million in equity through several venture rounds, including $60 million last summer as well as a $20 million debt placement. So for backers to make their money back, some pharma is going to have to want Portola badly or the investment won't amount to an exit as much as a write-off. And with the lead asset partnered, potential buyers (other than Novartis, of course) might be scared away from looking seriously at the company. Marci C. Dier, Portola's chief financial officer, doesn't exactly agree noting that the biotech has two plays in thrombosis, a very large therapeutic space of avid interest to the larger drugmakers. (The company's second drug is an oral Factor Xa inhibitor in Phase IIb trials called betrixiban.) "Partnering one compound doesn't reduce our optionality, in terms of exit," she said. Indeed, practically speaking the Novartis tie-up--or something like it--had to happen because of the development dollars needed to push elinogrel forward. Phase III trials in thrombosis can involve 20,000 to 30,000 patients. Bottom line for Dier: The still-growing anti-thrombotics space is so lucrative that a takeout is not beyond the pale. If hungry enough - or desperate enough - a big pharma player could, after all, buy Portola and pay off Novartis for elinogrel rights.

Takeda/Xoma: Collaboration updates don't generally pass muster as we're trawling through the week's news for DotW candidates. But we are making an exception for Takeda's expanded agreement with Xoma announced this week. Perhaps it also shows how our thinking has evolved in the fiscally turbulent time--the non-dilutive money Takeda is plunking down--$29 million--is nothing to sneeze at these days. The two companies first teamed up in November 2006 with the goal of using Xoma's antibody phage display libraries and optimization technologies to discover and develop therapeutic antibodies. (This was Takeda's measured step into large molecules.) By 2007, when Takeda was sufficiently interested in biologics to start its own center focused on proteins and anitbodies in San Francisco, the collaboration was far enough along to warrant an increase in the number of antibodies being investigated. In addition to the upfront fee, this latest expansion could provide Takeda with potential downstream milestones and royalties--if the products ever reach the marketplace. Xoma will likely only net $21.5 million from the deal thanks to an estimated $7.5 million it will need to pay for taxes and other costs, but that money is an important lifeline for the company. In recent months the troubled Berkeley, Calif.-based company has cut its workforce 42%, down-sized its manufacturing capabilities, and stopped development of all other pipeline products to focus on its Phase II interleukin 1b inhibitor. It also restructured its oncology collaboration with Novartis, relinquishing a 30% stake in the lymphoma/multiple myeloma candidate HCD122, in exchange for $7.5 million and up to $14 million in milestones. Like so many other biotechs, Xoma has adapted to the new market reality where cash now is far more important than future--and highly theoretical--biobucks.

Thoratec/HeartWare: In medtech sectors where it can take decades to get a device to market, companies face the real and ever-present danger that by the time they launch their latest generation product, their technology has already been leap-frogged by competitors, especially small, innovative private companies. Thoratec was facing exactly that challenge. With 2008 sales of $313 million, Thoratec dominates the market for ventricular assist devices, pumps that provide a last ditch bit of love to patients with chronic heart failure. Its latest left ventricular assist device (LVAD), a small axial flow pump called the HeartMate II, took off like gangbusters when launched in the second quarter of 2008. However, HeartMate II is a second generation pump, and smaller, third (and some might call them fourth) generation versions that don't require implantation in the abdominal cavity are already in early stages of commercialization. Thus, as companies such as MicroMed Cardiovascular and HeartWare International prepared to make a run on Thoratec, the company was forced into action. On Feb. 13, it offered to acquire HeartWare for $282 million, half in cash and half in stock. The deal gives Thoratec a broad portfolio of ventricular assist devices, including the newest and latest technology, positioning it to capture growth in a market that has always been sorely underpenetrated for lack of the right technology. Medtech Insight forecasts LVAD sales of $210 million by the end of next year, but that’s only a tiny fraction of the market’s potential. CanAccord Adams analyst Jason Mills estimates that more than 25,000 patients in the U.S. alone might be candidates for LVADs--making it a $2.5 billion market--Mary Stuart.

(Image courtesy of flickr user practicalowl through a creative commons license.)

FDA Scores Big Piece of the Blame

Emphasys Medical Inc., developer of an endobronchial valve, put itself up for sale this week following a rough couple of months. (VentureWire Lifescience had the first report.) It’d be easy to hold the economy responsible for the company’s fate. But CEO John McCutcheon is serving the biggest piece of blame pie to the Food and Drug Administration.

Emphasys executives were shocked in December when the FDA's anesthesiology and respiratory therapy device panel voted 13-2 vote against recommending approval of the Zephyr Endobronchial Valve. In the panel's eyes, the device showed promise, but it didn't work well enough to warrant approval. (It's worth noting the two dissenting panel members--those that favored approval with conditions--also happened to be the board's only two pulmonologists.)

Prior to the meeting, Emphasys led the pack of device companies developing new methods of treating sufferers of late-stage emphysema. The valve is used to block airways leading to diseased lung tissue, effectively reducing the volume of the lung, allowing patients to breathe more easily.

Company executives walked into the hearing room carrying six months of data showing the device hit the endpoints laid out in the clinical trial design. Patients could breathe more effectively and showed greater endurance in six-minute walks. (We’ve got lots more on this in our December issue of IN VIVO.)

But the agency countered with data collected at 12 months after the implantation, where patients were breathing better but did poorly on their endurance tests. The panel also considered other measures of "clinical importance" into consideration. Overall, the agency's reviewers said the Zephyr fell short.

McCutcheon says the agency sought analysis of six months of data and received analysis of six months of data, saying the slipping endurance scores could be explained by the general poor health of the patient. He also noted that patients with late-stage emphysema really have no other options for treatment, so even a device that provided a little relief could help.

Emphasys execs sought and received a follow up meeting with the FDA where they suggested slicing the data differently. But the company received no word until last week when the FDA sent a letter saying it would consider a “confirmatory trial,” with no details on what that required.

That last bit of uncertainty spooked Emphasys’ investors. Just negotiating the new trial would take six months and Emphasys was out of money. The company had been counting on good news from the FDA to help it to another round. All together, the investors had poured $75 million into the company. That’s on top of $15 million debt the company took on after pulling an IPO attempt in 2008.

McCutcheon, who says he's buried in emails from disappointed patients and pulmonologists, hopes a corporate buyer will have the muscle and stomach to push for approval. The company laid off 50 of its 55 employees.

Clearly, the current economic conditions didn’t help. And many of Emphasys’ investors have been with the company since its 2000 start, so the well was likely running dry. But McCutcheon says the FDA, not the economy, is to blame. His primary complaint is inconsistency. He says the agency shouldn't move regulatory goal lines on device companies. Of his device executive brethren, McCutcheon says, "We're more worried about the trends at the FDA than we are about the economy.”

Read more in our upcoming START-UP magazine.


"Pie chart" from flickr user by net_efekt used under a creative commons license.

Don't Come Knockin' On My Door

The pharma industry doesn’t need more stats to tell it that knocking on doors doesn’t work any more, but some new figures blast that cold reality. (A comprehensive review of what needs fixing in pharma's commercial model is in the December IN VIVO. Our take on Merck's stab at reinvigorating its commercial presence is here.)

The latest data comes from California-based market research firm SK&A, which found the percentage of doctors who require reps to make appointments for visits rose 22 percent between June and December 2008 from 31.4 to 38.5 percent (of doctors who see reps). The number of physicians who won’t even see sales reps at all rose from 22.3 percent to 23.6 percent (of all surveyed).

Put another way: about 40 percent of general practitioners--that is, the ones who see reps at all--now require appointments, up from 33 percent six months ago. The trend rose for specialists too-from 28.3 percent in June to 36.6 percent in December. Every kind of practice and specialty is getting tougher, although specialty physicians are more likely to completely bar reps than GPs. Among the toughest to get to: pathologists, diagnostic radiologists, and neuroradiologists. No specialty stood out as particularly friendly, although dermatologists, allergists, and diabetes specialists were least likely to impose total lock outs.

The survey didn’t ask why doctors are increasing their restrictions, but SK&A researchers do speculate. Doctors are busier, under pressure to see more patients – and, affiliated with large organizations that increasingly institute system-wide rules. Not surprisingly, then, health systems are the most restrictive: more than half require appointments and 35 percent forbid rep access altogether. Of free-standing medical practices, those owned by hospitals stand out: 44.6 percent of those that see reps require appointments, while 31 percent keep their doors shut.

Lest anyone dismiss this data as fly-by-night, SK&A says it conducted telephone interviews with 227,000 medical practices representing 640,000 doctors—that’s nearly all of the active practicing physicians in the U.S. The response rate was 94 percent.

There is a silver lining. Some 76.4 percent of those surveyed, including the group that requires appointments, still see reps. And those appointments could be more productive. The survey didn’t measure quality of interaction, but SK&A CEO Dave Escalante points out that doctors who agree to visits by appointment may be opting for higher quality time with their rep, which scheduling in advance could provide. SK&A, however, didn’t look at the reasons for the new barriers to access or the quality of doctor-rep relations, although multitudes of others have.

The message? Well it hardly needs to be repeated, but hard numbers always resonate: large armies of sales forces are a model that just won’t work anymore.--Wendy Diller

image from flickr user matt.davis used under a creative commons license.

Thursday, February 12, 2009

Merck Bulks Up With Insmed FOB Acquisition

Just about one year ago, Insmed scientists went on a viral marketing campaign exhorting the virtues of follow-on biologics with a YouTube video entitled "Follow-On Biologics--Tell your Story." If you ever wondered how much that video was worth to Insmed's bottom-line, you can stop wondering. The answer is $130 million.

That's how much Merck agreed to pay for all the assets related to Insmed's follow-on biologics platform.

The deal, announced on February 12, extends Merck's biologics capacities tremendously, giving its Merck Bioventures unit two additional clinical stage programs--a Neupogen follow-on called INS-19 currently in Phase III, and a Neulasta follow-on in Phase I known as INS-20--as well as preclinical versions of Epogen and an interferon-beta 1b molecule.

"Insmed's pipeline of follow-on biologic candidates presents the opportunity to expedite Merck's entry in the biologics marketplace," said Frank Clyburn, SVP and general manager of Merck Bioventures in a press release announcing the news.

But this deal was also very much about adding manufacturing capacity--50,000 square-feet based in Boulder, Colorado to be exact. In addition to a pipeline of products, Merck gets a state-of-the -art "biologics process development analytical laboratory," manufacturing facilities, and 70 protein experts to run it. A pretty good deal when you reckon that bioprocessing plants can cost half a billion or more to build from scratch.

Even better, apparently the Boulder plant offers yeast-fermentation capabilities essential to the glycosylation process Merck is already using via its next-generation GlycoFi technology. The site’s production capacity, along with the expertise of the existing staff “gives [Merck] in my view an accelerated head start on developing these products,” Geoffrey Allan, President and CEO of Insmed, asserted in an interview with "The Pink Sheet" DAILY.

And apparently Merck wanted the assets--both the products and the capacity--enough that they were willing to purchase them outright from Insmed. None of this staggered deal-making via CVRs that we've seen so much of lately. Indeed, the agreement provides initial payments of up to $10 million for INS-19 and INS-20, with the remaining $120 million due at the close of the transaction, which is expected to occur by March 31.

When Clyburn, Clark and the rest of the Merck gang announced the creation of the Merck BioVentures unit in December, they unveiled an ambitious plan: the launch of at least six FOBs in the 2012-2017 time period based on an R&D spend of $1.5 billion over the next seven years. Relying heavily on the proprietary glyco-engineering technology housed in GlycoFi, the company already had one clinical candidate--a pegylated erythropoietin for anemia called MK2578 in Phase II development that is designed to compete with Amgen's Aranesp.

But even with GlycoFi's technology in house, Merck clearly felt the need to add additional capabilities--and quickly--to reach its product launch goals. The Neupogen and Neulasta follow-ons give the unit much greater heft even as it ponders the vastly different economic model associated with FOBs. (To date, Merck has been mum about future pricing strategies for products like MK2578 or INS-19.)

If Merck's creation of its BioVentures group got our industry talking about pharma's role in FOBs, you can expect the clamor to grow even louder now. The company's willingness to fork over $130 million for Insmed's full capabilities shows that it is playing offense when it comes to FOB capacity. Indeed, Merck and Teva have emerged as the preeminent players in pharma's race to develop FOBs.

Recall that Teva, through its acquisition of Barr last year gained a G-CSF biosimilar, TevaGrastim, which is currently marketed in Europe. Its 2008 acquisition of CoGenesys, like Merck's 2006 purchase of glycoengineering play GlycoFi, means it also has the next-generation technology necessary to be a big FOB contender. Moreover, just last month, Teva itself made sure it wasn't limited in terms of its own bioprocessing capacity by inking a deal with the Swiss contract manufacturer Lonza to develop, manufacture and market generic equivalents of selected biological products.

In early January at the Goldman Sachs Healthcare CEOs Unplugged conference, Teva's Bill Marth indicated just why his company has been so active in lining up FOB capabilities: "You don't have to own them all...but you're going to have to have all the capabilities within your sphere of influence in order to get to market," he said at the time.

Merck is clearly following that same mantra with its Insmed deal--and probably isn't finished wheeling and dealing yet. "We are looking at additional partnerships," Clyburn told IVB one month ago in an interview at the J.P. Morgan Healthcare Conference.

(Image courtesy of flickr user Mysterytune through a creative commons license.)

Wednesday, February 11, 2009

The March of the CVRs

Lo, and behold: it is biotech's winter and thus has the March of the CVRs begun. (CVR is a contingent value right, these days the acronym for earn-outs in structured deals.) So far in 2009 every biotech acquisition where terms have been disclosed--not just acquisitions of private companies--has included some form of earn-out.

  • This week's acquisition of Ovation Pharmaceuticals by H. Lundbeck boasts a headline figure of $900 million. $300 million of that is contingent on the regulatory progress of Ovation's Sabril anti-epileptic. Our Pink Sheet DAILY story on the deal can be found here.
  • Cephalon has paid $100 million for the option to buy Ception and its antibody for eosinophilic esophagitis. If Cephalon likes the results of the Phase II program it can pay $250 million more to seal the deal.
  • The Medicines Co. paid $2/share, or $42 million, for Targanta Therapeutics in a deal that could see earn-out payments of an additional $4.55/share, depending on meeting regulatory and sales goals for Targanta's lead antibiotic.
  • Endo has decided to move beyond pain and acquire Indevus Pharmaceuticals for $352 million in cash plus a potential $234 million in regulatory earn-outs related to Indevus' Nebido testosterone candidate and octreotide implant. Our coverage of that deal is here.
The biobucks figures associated with the majority of industry alliances are mostly jokes. Come on, you know the ones. The $1.7 billion headline figures that are reached only after 6 compounds make it to market in 137 countries and each become blockbusters in multiple indications.

But we think of the headline figures for acquisitions that include earn-out dollars a little differently. These risk sharing arrangements at least have a shot. In fact they are more like the little emperor penguin eggs on the feet of male emperor penguins during an Antarctic winter. Only after the female's long trek to the sea and back in absolutely miserable and ruthless conditions to secure enough regurgitated fish to save the family will we know if anybody involved in this bizarre ritual is going to make it. The only thing missing in the biotech version is a Morgan Freeman voiceover.

CVRs are by no means new. But the conventional wisdom is that they flourish in tough economic times, and so by that reckoning we should be seeing more deals sweetened with downstream earn-outs. (Or, looked at another way, more deals where pharma takes on less risk.) Because of the relative ease of administration CVRs have usually featured more in private company acquisitions than in public deals. Looking at private biotech deals over the past four full years though suggests a decline in this kind of structured acquisition, a phenomenon we explore in this Start-Up article from December. (See chart below.)

The latter two deals on our 2009 list are for publicly traded biotechs. Financial details for the rest of this year's biotech acquisitions so far--Helsinn's takeover of Sapphire and Symphogen's buyout of beleaguered Receptor Biologix's technology--remain undisclosed. We wouldn't be surprised if either of those deals were similarly structured. If these CVRs do anything, they bring companies together to share risk: might we suggest they'd be a way for CV and Astellas or even Roche and Genentech to come to terms?

Maybe even. So as we have been saying: expect earn-outs, structured deals, CVRs--whatever you want to call them--to feature heavily in the dealmaking landscape for the foreseeable future. And then go ahead and root for those frigid penguins.

image from flickr user sidereal used under a creative commons license

We're Not the Beast You Thought We Were....

"When people think about Sanofi Aventis, they think about Plavix and about Acomplia. Plavix is going away, and Acomplia never came."

That just about sums up Sanofi Aventis' quandary. And it came not from disgruntled investors but from the group's new CEO, Chris Viehbacher, during the company's full-year results presentation in Paris today. (Which, in a sign of the company's new world-friendly face, was held at 2pm CET, not early morning when the US is asleep.)

Okay, so he was trying to dispel various myths about Sanofi Aventis--including, one gathers, those he himself entertained before joining ten weeks ago (he missed out on the top-job at GlaxoSmithKline).

He went on to say: "But there's a lot more."

The 'more' is: Sanofi's vaccines business, ranked number one (if you include Sanofi Pasteur MSD, a joint venture with Merck), a foothold in generics (read: Zentiva), the most geographically-spread business in the sector (spread about a third each across the US, Europe and RoW; Sanofi claims to be #1 in sales terms in BRIC and Mexico) and a bit of OTC. All of the starting points, in other words, to create a 'diversified health care business'.

Heard that goal before? It was Kindler at Pfizer a couple of weeks ago, justifying spending $68 billion on Wyeth. We don't need to do that, Viehbacher argued; indeed, "Pfizer had to buy Wyeth just to get where we are--a major player in vaccines, with biologics and OTC."

Okay, so maybe he had a point in dispelling what he saw as another myth: that Sanofi Aventis has missed the biologicals boat. "30% of our sales come from biologicals," he told the audience, referring to once-daily insulin Lantus, low molecular weight heparin Lovenox (whose generic exposure is a particular uncertainty for the business) and vaccines. Not necessarily your anti-TNFs or anything like that (and it's not as if Sanofi has been at the forefront of buying new technologies like RNAi either) but large molecules nevertheless.

But Viehbacher wasn't trying to pretend that Sanofi-Aventis is ok, really. It isn't; the company's three years from a patent cliff and doesn't have enough new products. That's why he kept talking about transformation and getting back to growth. And one myth he didn't try to dispel was that Sanofi-Aventis has been inward-looking. "We have not looked outside of our walls enough," he acknowledged. That's about to change (though it won't be mega-mergers): €4 billion in annual cash flow and virtually no debt to finance will help.

We thought Viehbacher did a good job of setting out what he has to work with, and what he wants to do. Here are some other messages that came through (to us, at least) from the flurry of PR and appointments launched concurrently:
  1. We’ve learnt from our mistakes.....(that means Acomplia)
  2. ... thus our regulatory person is now our CMO (so we won’t get stuck at the authorities again, no way)
  3. ... and we keep repeating that "patient safety is of the utmost importance to Sanofi Aventis," just in case you still remember how we tried to foist a CNS-meddling drug on you to help you lose weight (that means Acomplia)
  4. To push home that point a bit more still, we've created a Benefit/Risk Assessment Committee which our new CMO will chair
  5. Our CFO is becoming our chief strategy officer (CSO) so the future is about spending MONEY on DEALS (but no, we don't plan to buy Regeneron as that would spoil the bloom)
  6. We've hired a top-notch scientific advisor in Dr Elias Zerhouni (lauded in the New York Times yesterday) to help us assess what platform technologies and partners we need, tell us how well we're doing (or not), and keep our feet on the ground. (We weren't great at that before.)
  7. He'll also help us sort out R&D. (And we'll give our ex-employer a dig by saying the jury's still out on the CEDD structure.)

Investors Dig Baby Formula, Not Yet Ready for Solid Foods

Against the odds and a miserable market Bristol-Myers Squibb milked investors for $720 million yesterday. According to Reuters, BMS sold 30 million shares in Mead Johnson Nutritionals at the top end of its previously announced $21-24 range.

MJN, which begins trading on the NYSE today, only feels like the first IPO in about seventeen years. But it is the first health care IPO in the US since 2007. Still, nobody seems to be kidding themselves that Mead Johnson's introduction to the public markets means anything for the rest of the industry's IPO hopefuls.

But the deal is huge for BMS, which has continued to execute on its specialization strategy designed to remake the company as a pure play biopharma. Now, to paraphrase the old chestnut, BMS gets to have its baby formula and drink it too.

As we wrote last September, by maintaining an 85% stake in Mead Johnson as well as the lion's share of voting rights in the company, BMS gets to achieve its sought-after managerial focus while at the same time clinging onto the benefits of owning a diversified portfolio of assets.

As long as it keeps more than half of the Mead Johnson shares, it will be able to consolidate Mead's top and bottom lines, subtracting the proportion of net income attributable to the minority shareholders only at the very bottom of the P&L, in minority interests.

"I recognize that the drug industry is more uncertain today than 15 years ago," BMS CFO Jean-Marc Huet told IN VIVO last year. And that the outlook for Mead Johnson's industry "is far more stable." (The nutritionals company is expected to grow faster than BMS's core drug business.) But in spinning off those MJN shares, "we haven't increased Bristol's risk profile since we still consolidate its sales and earnings," he said. Likewise, it can even take its pro-rata share of Mead Johnson's cash flow--so won't face the same criticism Pfizer has with the sale of its OTC business to Johnson & Johnson in 2006, or even Bristol itself with the spin-off its orthopedics group Zimmer Holdings in 2001. (Zimmer shares have appreciated significantly since then, while BMS's have been roughly halved.)

Meanwhile, Bristol's managers can focus 100% of their attention on the pharma business and dealing with the 2011 patent expirations of both Plavix and Avapro. Freed from the other businesses, Bristol managers won't get clouded with their issues. And with Mead Johnson traded separately, followed by a different group of analysts, it should get the benefit of their attention, rather than being ignored by drug-stock researchers.

Could other Big Pharma benefit from a similar strategy? Novartis is well on its way to achieving a similar arrangement with Alcon (a deal we spent considerable time analyzing as part of our DOTY competition). Pfizer seemed headed towards a more concrete restructuring when it split out its various business units last year. Now that it plans to add Wyeth's consumer and vaccines businesses to the mix (presumably Wyeths biologics and small molecule drugs will get lumped in with Pfizer's pre-existing business units) perhaps a similar argument can be made there.

It could surely use the proceeds to pay down that expensive debt.

image by flickr user nerissa's ring used under a creative commons license

Monday, February 09, 2009

Genentech Wanted Roche To Pay How Much?


How about $112 a share? No kidding.

That's what Genentech's lead director, Charles Sanders, told Roche chairman Franz Humer to expect back on December 12. That was just before Genentech's financial adviser, Goldman Sachs, got in touch to discuss the drugmaker's proposed bid for the biotech. This little tidbit was revealed in the tender offer Roche filed late Monday with the U.S. Securities and Exchange Commission (please see page 15).

You may recall that, last July, Roche initially offered $89 a share for the 44 percent of Genentech it doesn't already own, but late last month, lowered the price to $86.50. Why? All sorts of reasons, starting with the worsening global economy and comparable public company valuations that decreased and, in the process, lowered applicable multiples Roche used to value Genentech shares.

Genentech's fetching demand ultimately prompted a January 9 meeting in New York between various Genentech and Roche legal and financial advisers, as well as senior Roche R&D execs, to debate the virtues of a rosy financial model the biotech devised in November. Genentech used this to justify its $112 price tag, while Roche claims the financial model was hokum.

The following week, Roche's advisers, Greenhill, sent Goldman a list of "key areas of disagreements, which included, among other things, assumptions regarding annual price increases; pipeline productivity; development costs; the value of the extension of Roche's 'opt-in' rights relating to (Genentech's) products outside of the U.S.; Avastin adjuvant (trial) indications; future revenues for Lucentis, Herceptin and Raptiva, and potential tax benefits." In other words, they disagreed over just about everything.

And so Roche upped the ante by taking a new, lower offer directly to Genentech's shareholders, although some Wall Street analysts believe Genentech could easily be worth $100 or more a share, if upcoming Avastin adjuvant trial data is positive.

Of course, this is Roche's version of events, which the drugmaker is using to explain its alleged frustration with Genentech's board these past few months, as well as its rationale for playing hardball with its newly lowered bid.

What will Genentech do now? Not surprisingly, a special Genentech board committee urged shareholders "to take no action at this time" in this statement. But it won't be long before we know more. That's because the special committee indicated it would take a formal position on the Roche offer "within ten business days, and will explain in detail its reasons for that position by filing a Statement on Schedule 14D-9" with the SEC.

And we can't wait. Maybe the biotech will raise its asking price. And why not? This is poker, after all.

(Image courtesy of flickr user fhwrdh through a creative commons license.)