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Monday, February 23, 2009

While You Were Watching the Oscars

Best Picture, director, cinematography, adapted screenplay, score, song, sound mixing, film editing ... 8 Oscars for Slumdog Millionaire. Poor Benji Button and the Wrassler. A frosty academy reception for Frost/Nixon. Anne Hathaway wuz robbed! But few surprises at the Academy Awards as Slumdog romped over Button, Nixon, Batman, and the rest.

But what were some of the other nominees that lost to Slumdog over the weekend? IN VIVO Blog has secured footage of that part of the Oscars that isn't important enough to show in prime-time, and recovered an interesting list.

So, while you were Jai Ho!'d ...

  • Best Actor in a Hostile Role: Astellas "remains committed" to its proposed takeover of CV Therapeutics.
  • Excellence in Biologics Screening: The NYT reports on a new approach to tackling flu virus: antibodies.
  • Best Policy that Has Outlived its Usefulness: Does industry still need a legal shield to help spur investment in the vaccines area? WSJ reviews the National Childhood Vaccine Injury Compensation Program, its legacy, and its future.
  • Best Actor Making Less than $1.8 million Plus Bonus, Benefits and Stock Options: J&J's William Weldon.
  • Best Original Song: "Wishful Thinking," by Billy Tauzin: What does PhRMA's Tauzin think about health reform? Read about it in the Pink Sheet Daily.

Friday, February 20, 2009

DotW: (Dis)contented

Now is the winter of our discontent. Apologies to both Shakespeare and Steinbeck, but it does seem as though we've all morphed into either Richard the Third or Ethan Allen Hawley. Moreoever, if the market reaction to Obama's housing plan is any guide, he's unlikely to prove the son of York destined to bring us a glorious summer.

As the Dow slid more than 100 points again Friday--down 6% for the week--to 7365.67, the tweets, twitters, and chirps tracking our economic outlook grow more downbeat. According to BNET, pharma cos have only begun to experiment with the new medium--hey, we can't really crow; we just started cheeping--or is that cawing?--yesterday.

News this week suggests at-risk companies in our sector now include Curagen, Vanda, and--here's a surprise--La Jolla Pharmaceuticals, all of which are looking at strategic options.

Even as Genentech continues to fight off Roche's hostile offer, the biotech was forced to acknowledge additional cases of PML associated with Raptiva. The news is unlikely to dampen Roche's desire for Genentech, and Raptiva has never been the central focus for institutional investors. Avastin anyone? But the news does bolster Roche's argument that $112-a-share for the storied South San Francisco outfit might be a wee bit generous. (Meanwhile the Swiss Pharma announced the sale of $16 billion in bonds, indicating it is lining up its financing to proceed with the deal.)

And Astellas can't be feeling too good. Remember how CV Therapeutics told the company to "hit the road jack", then thought better of it, and decided to look at the Japanese pharma's nearly $1 billion acquisition offer? On Feb 20, the Palo Alto, CA-based CVT came back with an official "don't you come back no more". As Astellas mulls its next move, here's one option not on the table: appeaing to CVT's shareholders directly. A standstill agreement included in the licensing agreement Astellas's predecessor Fujisawa inked with CVT means the pharma' can't take such aggressive action.

Traditional venture capital groups continue to wring their hands over "the denominator problem", capital calls, and the need for a plan B. Meantime corporate venture continues to shine, getting in on such deals as this week's Opsana Therapeutics and Genocea Biosciences financings.

If your feeling disgruntled or simply want an excuse to bone up on random literary and pop culture allusions, IVB is here with another edition of...




Medtronic/Ventor: With economic pressures creeping into the medical device market, stalwart competitors with suitable cash reserves are looking to turn economic woes into opportunity, seeking out potential acquisitions in areas that offer the best bang for the buck. Among the handful of segments that fall into this category, transcatheter heart valve replacement and repair, although at a relatively early stage in its evolution, is one that has garnered a great deal of interest. All of the big names in cardiovascular devices—including Edwards Lifesciences, Medtronic , Boston Scientific, Cordis/Johnson & Johnson, and St. Jude Medical--are either participating in this market or have expressed an interest in doing so, either via internal development work or partnering/acquisition. For the two dozen or so privately held emerging competitors working in this arena, the hope is that this interest will eventually translate into an M&A offer with a hefty price tag. For the Israeli company, Ventor Technologies, those hopes may soon become reality. According to recent media reports, Medtronic is close to completing a deal to acquire that privately held start-up for $325 million. Ventor, which is developing a transcatheter aortic valve replacement technology, launched a first-in-human (FIH) trial of its first-generation Embracer device in 2008 and expects to begin a pivotal, multicenter study later this year. Results of the initial FIH study were presented at the 2008 Transcatheter Cardiovascular Therapeutics (TCT) meeting, held last October in Washington DC. Medtronic and Ventor are well known to one another. As one of the firm’s investors, Medtronic reportedly contributed $7.5 million to Ventor’s latest funding round, a private placement completed last May. Since its founding in 2004, Ventor has raised a total of about $20 million, so a $300+ million exit would be an extremely successful outcome by any measure. For Medtronic, the acquisition will serve to help beef up the company’s cardiovascular pipeline and focus the firm more solidly on future high-growth market opportunities. Medtronic’s cardiovascular business has lately been facing competitive pressures in several of its key product lines. The company’s Endeavor cardiac drug-eluting stent (DES) is facing an uphill battle now that it must compete with Abbott Laboratories’ well-regarded Xience V DES (also sold under a private label as Promus by Boston Scientific), which quickly catapulted to a market leading position in the US after its launch last July. Moreover, Medtronic’s implantable cardioverter defibrillator (ICD) business has lost market share in recent quarters (although the firm now says the situation has stabilized), due in large part to lingering effects from the company’s Sprint Fidelis lead recall last year, which gave a boost to ICD competitors Boston Scientific and St. Jude Medical.--Mary Thompson

GPC Biotech/Agennix: This week GPC Biotech—on its knees since prostate cancer candidate satraplatin got knocked down at FDA in late 2007--announced plans to merge with a cash-strapped US counterpart, Agennix. GPC brings money, some people, clinical development experience and a public listing; Agennix brings a Phase III cancer compound, talactoferrin. Dievini Hopp BioTech holding, the investment company of German billionnaire Dietmar Hopp (co-founder of the multinational business software company SAP AG), provides the newco with a crucial cash infusion of €15 million. Thanks to the satraplatin debacle, it's long been expected that GPC would ink some kind of deal. But as we wrote in this blog post, IVB doubts this tie-up is the kind of sale GPC Biotech's CEO Seizinger had in mind. It’s essentially a reverse merger: GPC Biotech will be tipped into a new—as yet unnamed—company, which will also hold all of Agennix’s shares, plus the €15 million cash contribution. GPC’s shareholders will own 39.3% of the new group, Agennix’s 48%, with the Hopp cash representing 12.7%. As one of GPC's largest shareholders--the protagonist of GPC’s February 2006 fundraising, among others--Hopp is calling the shots. That's one reason the newco will be listed on the Frankfurt Stock Exchange not the Nasdaq; GPC is de-listing from that exchange as part of the merger. Top priority for the newco? Development of Agennix's talactoferrin, a recombinant version of human lactoferrin that is delivered orally. Phase II studies of the drug showed compelling results in NSCLC, according to Agennix. By bolting talactoferrin onto GPC's own products, which include a Phase I kinase inhibitor and satraplatin (which still hasn't quite drawn its last breath), the aim is to create a viable pipeline that can be advanced by GPC's biz dev team. Thankfully, the newco has enough cash, courtesy of the Hopps, to last until mid-2010.

Romark/Chugai: Details were decidely lacking when it came to this week's tie-up between privately held Romark Laboratories and Chugai for the Japan-centered development and commercialization of Romark's Phase II hepatitis C compound, nitazoxanide. As part of the deal, Romarks gets an undisclosed upfront payment from Chugai, and stands to receive additional (undisclosed) monies based on certain clinical and regulatory milestones. According to a press release anouncing the news, Romark will also receive (you guessed it, undisclosed) profits from product sales in Japan through a supply agreement, as well as royalties. "Chugai is an excellent partner for us in Japan. They bring substantial expertise in the development and marketing of treatments for chronic hepatitis C exemplified by their experience with Pegasys and Copegus," said Jean-Francois Rossignol, Chairman and CSO of Romark (Whew. I'm glad he disclosed that.) Japan, is of course, a notoriously difficult market to break into. Current wisdom is that effective commercialization of drugs in that country is often best left to Japanese pharmas who better understand the unique regulatory and sales hurdles of the home market. (It's one of the reasons for Affymax's 2006 deal with Takeda for Hematide or Amgen's 2008 monster deal--also with Takeda--involving 13 products.) Moreover, such deals provide US or European based companies with important non-dilutive funding, while doing little to dimish the partnering potential deal for a product in the rest of the world. Back in 2004, Vertex licensed Mitsubishi Japan-only rights to telapravir, receiving $33 million for that particular Phase I product. Could Chugai, part of Roche's hub and spoke model, be paying as dearly for nitazoxanide? It's hard to say (I know, that's never stopped us before.) On the one hand, the drug, which belongs to a new class of broad spectrum antiviral drugs known as thiazolides, has largely been derisked in terms of its side-effects, a sticking point that's buried many a promising hepatitis C drug in the past. Romark already markets the compound as an anti-diarrheal called Alinia. But it's also true that nitazoxanide has a storied past. Romark first licensed the compound to UniMed Pharma back in 1995 in a deal worth about $1 million. Three years later, it repurchased rights to the product after UniMed abandoned development citing changed strategic interests. In addition to hepatitis C, the drug is also being studied as a possible therapy to treat rotavirus and Crohn's disease.

Lilly/NeuroSearch: We aren't sure if NeuroSearch qualifies as the little engine that could or the little engine that can't--recall that earlier this month the Danish firm stopped work on its experimental medicine ABT-894 after a Phase II trial blow-up. Either way, the Danish company keeps doing deals. Who knows? One of these days they'll score. It not clear whether the most recent deal--a collaboration with Eli Lilly on new CNS therapeutics announced Feb. 17--will be the one that scores the big payola. The company's expanded collaboration with GSK announced late January is also in the running for that honor. And like the GSK deal, the tie-up with Lilly is one where NeuroSearch's rewards are primarily all on the come. The three-year drug discovery and development deal calls for NeuroSearch to investigate a defined number of ion channel modulators as potential CNS treatments--specific details concerning the targets were, of course, undisclosed. But IVB does know that NeuroSearch is gaining $5 million up-front for its efforts, plus up to $8 million more in funding and research fees. Lilly has also agreed to take a $17 million equity stake in the company. The deal is structured so that NeuroSearch bears the brunt of the responsibility and cost for the early work, with Lilly having "various options to exercise license rights to individual compounds". Should it exercise the option to a compound, Lilly is responsible for the remaining development and commercialization costs associated with the molecule and will pay NeuroSearch milestone payments per product of up to $320 million plus royalties. covered by the agreement and related intellectual property. For Lilly, the deal is yet another example of how the company hopes to access innovation via external collaborations through its FIPNet strategy, which the company's been discussing now for a few years as a possible means to solving its pipeline gap.

Shire/UCB: Shire is to acquire worldwide rights (ex-US, Canada, and Barbados -- hey, it's a critical market; think how manic your vacation might be otherwise) from UCB to Equasym IR and Equasym XL for treating Attention Deficit Hyperactivity Disorder. The deal hasn’t exactly made a dent in the $1.2 billion cash that Shire generated last year—it will pay just €55 million in cash, which is just over three times the products’ 2008 net sales, plus undisclosed milestones if it meets certain pre-defined sales targets. So it’s a tiny deal, but also a tidy one: UCB divests drugs (and 20 sales personnel) in markets that aren’t core, furthering its focus on "bringing new innovative medicines to people living with severe neurological conditions,” according to Troy Cox, President CNS operations for UCB. (And indeed, the Equasym drugs –which are immediate release and extended release methylphenidate hydrochloride—aren’t innovative, and ADHD doesn’t really classify as a severe neurological condition. That said, UCB’s hanging on to the US market, where the drug is sold as Metadate CD and competes with Ritalin.) But for Shire, the products fit right in. The group is already a leader in the US ADHD market, with sales of almost $1.5 billion last year. Equasym not only fills out the armamentarium, but provides a bridge into Europe, where Shire doesn’t currently sell any ADHD drugs, helping prepare for the European launch, planned for 2011, of long-acting Vyvanse. (Vyvanse, recently approved in the US, is where Shire hopes to transfer most of its Adderall XR patients ahead of generics in April.) And although most of Equasym sales are currently in Europe, buying worldwide ex-US rights provides Shire with a cheap, established treatment that may be more suited to some developing markets. That helps, albeit in a small way, further another of Shire’s goals: to quadruple the share of sales it generates from RoW to 25% by 2015--Melanie Senior.

Image courtesy of flickr user HOBO through a creative commons license.

IVB Enters the Modern Blogging Era: Podcasts, Twitter, and More

Photo by Timothy K. Hamilton

Ever thought to yourself, "you know self, that IN VIVO Blog is terrific, boy it sure is. But wouldn't it be great if it was even more terrific?" Before you reproach yourself for being greedy, well, never fear, we're going to give it a shot.

And so, dear readers, you may start to notice a few little changes around these parts. For example: twitter. Yup, no longer will your urge for 140-character IVB-gems go unfulfilled. Starting yesterday, you can follow us on twitter. And for those of you who visit the blog on the web, you'll see our recent twitters (tweets? Sorry, we're new to the whole bird-lingo thing) right there on the home page--just check out the right-hand column.---->

Oh, but that's not all. Starting next week we're going to be experimenting with a regular podcast. Look for it on Wednesdays (but probably not every Wednesday, at least not right away), we'll post it right here on the blog. The IVB Podcast will cover the same range of topics we cover here on the site and we're happy to entertain your suggestions for topics as well, just leave a comment or drop us a line.

So to recap our ongoing plans for eventual world domination (or at the very least, for catching up with well-established social media and blogging trends): this week, we're starting to twitter. Next week, the podcasting begins. The week after that? Who knows. As always, we love reader feedback (special thanks to those of you who took our survey a couple weeks back, especially if you were nice or wanted more Philly sports commentary with your health care analysis and insight--shockingly not everyone was/did!) so keep sending in suggestions on how to improve IN VIVO Blog.

And thanks for reading.

UPDATE 3/17: We're now running multiple twitter feeds @invivoblogchris, @invivoblogellen, @rpmreportmike, and @rpmreportramsey

Shire: Switching Attention to Europe and RoW

“I’m very confident that this year we’ll consummate some more deals,” said Shire CEO Angus Russell at a lunch announcing the group’s full-year results yesterday. And why shouldn’t he be? The company generated $1.2 billion cash last year (while driving a 27% increase in product sales and a 36% step-up in non-GAAP earnings per share).

The deals have started, with today’s announcement that Shire is to acquire worldwide rights (ex-US, Canada and--of course--Barbados) to Equasym IR and Equasym XL for treating Attention Deficit Hyperactivity Disorder. This hasn’t exactly made a dent in the $1.2 billion—Shire will pay the seller, UCB, just €55 million in cash, which is just over three times the products’ 2008 net sales, plus undisclosed milestones if pre-defined sales targets are met.

So it’s a tiny deal (New River it ain't), but a tidy deal: UCB divests drugs (and 20 sales personnel) in markets that aren’t core to it, furthering its focus on "bringing new innovative medicines to people living with severe neurological conditions,” according to Troy Cox, President CNS operations for UCB. (And indeed, the Equasym drugs –which are immediate release and extended release methylphenidate hydrochloride—aren’t innovative, and ADHD doesn’t really classify as a severe neurological condition. That said, UCB’s hanging on to the US market, where the drug is sold as Metadate CD and competes with the likes of Ritalin and Concerta.)

But for Shire, the products fit right in. The group is already a leader in the US ADHD market, with sales of almost $1.5 billion last year. They came from lead drug Adderall XR (a mix of amphetamine salts, likely to face generics from April 1 this year), newly-launched Vyvanse, to which Shire is busily converting Adderall XR patients—pricing it at half the cost of A-XR helps!--plus capturing a growing adult ADHD market given Vyvanse’s 13-hour plus duration of action, and Daytrana, a methylphenidate patch. Equasym fills out the armamentarium.

But most importantly, it provides a bridge into Europe, where Shire doesn’t currently sell any ADHD drugs (the Adderalls were never approved in the EU, where the disorder was only much more recently recognized as a medical condition). This deal helps the company prepare for Vyvanse’s European launch, planned for 2011. And although the products are currently sold in European markets, buying worldwide ex-US rights provides Shire with a cheap, established treatment that may be more suited to some developing markets.

By 2015, Shire hopes to have reduced its dependence on the US and top five European markets—which accounted for 70% and 25% of total 2008 sales, respectively—and to have quadrupled its share-of-sales from RoW markets to 25%. It isn’t alone in understanding where future industry growth lies. The move into BRIC countries will be spearheaded by Shire’s Human Genetic Therapies franchise, the new star of Shire’s show, expected to account for 30% of net sales by 2015, up from 18% today. This makes sense, given that HGT products—such as, for instance, enzyme replacement therapy Elaprase for the rare Hunter Syndrome) are high margin and require little infrastructure.

But for all the value in reducing its dependence on ADHD and on Adderall XR (a dependence long perceived by analysts at Shire’s Achilles heel), the company’s not going to ignore its core as it diversifies geographically—especially as many of its non-HGT products, as cheaper, non-biologicals, may better suit BRIC economies. Phosphate-binder Fosrenol, whose growth is shrinking in the US given competition from Genzyme, will be a close second candidate in the international push. Its sales grew 55% ex-US last year. The company also plans international launches this year for ulcerative colitis drug Mezavant.

“How to develop in those markets [like BRIC countries] that want cheap medicines....when we sell expensive treatments for rare diseases...is a [business development] challenge we’ll be addressing this year,” Russell told The IN VIVO Blog yesterday. Indeed it is.

Thursday, February 19, 2009

HHS Secretary Sebelius? It Might Spark a Fight

What we've been telling you for some time is now official: Kansas Governor Kathleen Sebelius is the front-runner to replace Tom Daschle as the nominee for Secretary of Health & Human Services under President Obama.

At least, it is as official as these things get: unnamed "advisers" confirmed to the New York Times that she is the leading candidate.

In Washington, DC and other world capitals, this is what is known as a trial balloon. Get the name out there and make sure you have a chance to weigh any vigorous objections before you make the nomination official. The Administration has to make sure it knows the landscape, especially after the collapse of the Daschle nomination threw the White House's carefully crafted plan to launch the health care reform debate into disarray.

Here's the hitch: If the goal is to pick someone who can sail through to confirmation without a fight, it may turn out that Sebelius is not the perfect choice. As we noted, Sebelius is likely to stir up passionate opposition from pro-life members of the Senate.

The Times explains the issue well:
One issue that could draw attention is her stance on abortion. A Roman Catholic who says abortion is wrong, Ms. Sebelius vetoed a bill requiring clinics to report information on why a late-term abortion was performed, drawing the condemnation of the archbishop of Kansas City, Kan.
With that in mind, it can't be a good sign for Sebelius that the Pope himself just issued a statement affirming the view that Catholic politicians are morally obliged to work to end abortion. That was a direct slap at House Speaker Nancy Pelosi, herself a Catholic, who met with Pope Benedict on February 18. (Reuters has the story here.)

But it doesn't seem like a stretch to see the statement as a call to action against Sebelius, who as HHS secretary would oversee everything from stem cell research to regulation of RU-486 to the use of public funds for family planning services.

Stay tuned....

Wednesday, February 18, 2009

Saving German Biotech

Thank heavens for billionnaires. That’s got to be what’s going through the mind of Bernd Seizinger, the long-time CEO of Germany’s GPC Biotech. Today, this troubled company—on its knees since prostate cancer candidate satraplatin got knocked down at FDA in late 2007-- announced plans to merge with a cash-strapped US counterpart, Agennix. GPC brings money, some people and some clinical development experience, Agennix brings a Phase III cancer compound, talactoferrin.


Does holding hands make two sinking ships more likely to float? Well, yes, if a billionnaire’s on stand-by to hand out the buoyancy aids. The life-saver in question: a €15 million cash investment from dievini Hopp BioTech holding, the investment company of German billionnaire Dietmar Hopp (co-founder of the multinational business software company SAP AG). He’s already one of GPC’s largest shareholders--the protagonist of GPC’s February 2006 fundraising, among others. And the Hopp investment company still isn't giving up, according to Seizinger. They're providing cash and will be involved personally, he told The IN VIVO Blog. "They have their skin in the game now, and we’re glad, because we’re facing one of the most difficult situations in the history of biotech and of the financial markets,” he continued.

You bet. It’s bad enough if you do have a pipeline, let alone without. And that has been GPC’s problem since the satraplatin snafu. It had gathered all the troops around this drug, following promising Phase II trials. When Phase III failed (ostensibly due to FDA's reluctance to accept a composite end-point, progression-free survival, and to poor trial design), GPC, hammered by a class-action lawsuit from shareholders claiming it had lied about the drug's prospects, put itself, and its cash ($90 million at the time) up for sale in late 2007.

It has been a long wait. And we doubt this deal—which dievini Hopp proposed--is the kind of sale that Seizinger had in mind. It’s more like a reverse merger: GPC Biotech will be tipped into a new—as yet unnamed—company, which will also hold all of Agennix’s shares, plus the €15 million cash contribution. GPC’s shareholders will own 39.3% of the new group, Agennix’s 48%, with the Hopp cash representing 12.7%. Since dievini Hopp is already a majority shareholder in GPC, they call the shots in the newco—which is why it will be a German company, listed on the Frankfurt Stock Exchange. GPC will de-list from Nasdaq (surely it was clear before now that a dual–listing was a waste of money and effort?) and Agennix gets the dubious honor of becoming part of a public entity.

Far more importantly, it gets a $20 million loan from GPC to tide it over until the deal closes later this year—repayable at 12% per annum. That’s how close to the wall it had gotten—despite the fact that, according to CEO Rick Barsky, there was “significant interest” in talactoferrin from potential partners.

Not heard of it? Nor had we. But that doesn't mean it's no good, of course. We just wanted to lie low prior to the Phase II data, explains Barsky--data which showed compelling results in NSCLC, according to the company. But this oral compound, a recombinant form of human lactoferrin, a protein involved in immune system modulation, also has promise in other diseases, including renal and kidney cancer, severe sepsis, and as a topical agent in diabetic foot ulcers.

The companies hope that their combined assets will add up to a pipeline (talactoferrin, plus GPC's Phase I kinase inhibitor, and satraplatin, which still hasn't quite drawn its last breath, although it will later this year unless Japanese partner Yakult steps up to the plate), global business development skills (GPC bought a few other companies in its lifetime, including Mitotix in 2000 and bankrupt Axxima in 2005) and enough cash, thanks to the Hopps, to last until mid-2010. By then, partnering talactoferrin in ex-US markets and non-oncology indications may have brought in some more non-dilutive cash. If not, there’s always the Hopps.

They’re not doing this in a grand philanthropic gesture to save German biotech. But one could be forgiven for thinking so, given that 60% of their €350 million or so that's invested in biotech has gone into Germany, making them one of the country’s largest investors in the sector, and given that, in the words of Prof. Christof Hettich, co-managing director of dievini Hopp Biotech, “these companies would not be there without us.” Still, the company expects a good payback. As Hettich points out that it’s a great time to invest, if you have the money. “Three years ago we would have paid three times as much for Agennix,” he told IN VIVO Blog.

Maybe. But GPC has hardly created value for its shareholders. Based on figures provided in the press release, the newco will be worth just over €100 million ($125 million). Agennix has raised at least $42 million (from what we can find in our records). GPC raised almost $100 million in its heady 2000 IPO, plus another €140 million ($175 million) or so since. And that doesn’t include whatever Axxima and Mitotix had raised before that.

So: $42m + $275m + acquired GPC companies’ money = $125m. That’s what markets do to maths. That may also be why Seizinger is walking away as CEO (he’ll stay on the newco supervisory board). dievini Hopp co-MD Friedrich von Bohlen will take the helm temporarily—von Bohlen founded LION bioscience, which later became Sygnis Pharma, another of Hopp's current investments--until a replacement is found. As Seizinger concluded today: "We hope that the ship is now on a new course, in better, calmer waters.”

Still, if the storm does brew up again, the new captain can always turn to the Hopps.

image from flickr user stans_pat_pix used under a creative commons license.

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.