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Recent Trends in Oncology Business Development PowerPoint Presentation

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Description : This report by Torreya is a presentation and provides an overview of the evolving marketplace for oncology transactions. This presentation on Oncology Business Development is a summary of a presentation made at the Sachs Conference on September 26, 2019. This presentation talks about oncology drug marketers, the battle for strategic “real estate” in oncology, the leaders in M&A and licensing activity, etc.

Tags : Oncology, Oncology Business Development, oncology transactions, oncology drug marketers

Published on : Jun 28, 2020 | Views : 2301 | Downloads : 0

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Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC. In Europe such services are offered through Torreya Partners (Europe) LLP, which is authorized and regulated by the UK Financial Conduct Authority. SACHS ASSOCIATES, 19TH ANNUAL BIOTECH IN EUROPE FORUM SESSION ON ONCOLOGY BUSINESS DEVELOPMENT September 26, 2019 Trends in Oncology Business Development Presentation by Tim Opler, Ph.D. Partner, Torreya www.torreya.com
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Oncology M&A Transaction Volume by Year 2019 has been by far the most active year in oncology M&A (through mid-September) Oncology M&A Dollar Volume, 2015-2019 $0 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 2 2015 2016 Note: Included upfront and near-term milestones only when calculating dollar value of a deal. Source: Torreya M&A database. $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 2017 2018 2019 Dollar Volume ($ Millions) Celgene Array Loxo Daiichi Juno Tesaro Kite Medivation Ariad Stemcentrx Pharma- cyclics
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Licensing Deals More Common But Much Less Value We count 1,756 transactions in the 2015-2019 period. Less than 5% of these deals were M&A. Source: Licensing Deal Activity Obtained from BioSci and Biopharm Insight Databases, M&A from Torreya database. 0 50 100 150 200 250 300 350 400 450 2015 2016 2018 2019 Transaction Count Total Deal Activity by Transaction Count, 2015-2019 (2019 annualized) 2017 Licensing M&A 0 20000 40000 60000 80000 100000 120000 2015 2018 2019 Dollar Value ($mm) Total Deal Activity by Upfront Value 2015-2019 2016 2017 Licensing M&A TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 3
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M&A Deal Count by Mode of Action of Lead Drug Immuno-oncology and kinase inhibitors/targeted therapies have dominated oncology M&A in the last five years 2 Source: M&A from Torreya database TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 4 3 3 5 5 29 31 0 5 10 15 20 25 30 35 Epigenetics Oncolytic Viruses Radiopharmaceuticals Other Chemotherapy Kinase Inhibitors Immuno-oncology Mode of Action of Lead Drug
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M&A Payment by Last Completed Stage of Development The average payment rises exponentially as drug candidates approach commercialization $192 Source: Torreya M&A database. TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 5 $518 $1,396 $5,100 $10,003 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 Preclinical / Discovery (N=30) Phase 1 (N=19) Phase 2 (N=11) Phase 3 (N=1) Commercial (N=17) Average Payment by Last Completed Phase of Development
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Licensing Payments by Stage of Development Source: Torreya Analysis of BioSci and Biopharm Insight data. TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 6 500 450 400 350 300 250 200 150 100 50 0 Average Payment ($ millions) The average licensing payment rises less sharply as drugs approach commercialization Average Oncology Licensing Deal Economics, 2012-2019
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Most Active Dealmakers in Oncology, 2015-2019 Merck has been the most frequent acquiror while Bristol, AbbVie and Pfizer have been the highest spenders. Including Licensing, the leaders have been Merck, Roche and BMS. 7 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 Source: Licensing Deal Activity Obtained from BioSci and Biopharm Insight Databases, M&A from Torreya database.
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Important to note that oncology overall is fairly crowded with emerging companies. Thus, it is more of a buyers market than first might appear.* Pharma sector is consolidating and we expect to see the rate of consolidation stay quite high. This will continue to impact the oncology sector. Continued scientific breakthroughs will cause oncology deal- making to rise. Oncology sector has been relatively sheltered from pricing pressure. While pressure will rise we expect to see the sector continue to have a privileged position vs other areas. We expect to see activity levels in immuno-oncology and targeted therapeutics continue to be high. However, the share of deals involving these areas will decline due to growth in emerging areas. 8 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 Deal Outlook for Next Five Years: Activity Level * See Fig 12 in the Syneos Health survey of Dealmakers Intentions 2019.
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Strategic Drivers of Oncology Business Development Oncology BD and M&A revolves around ownership of key “real estate” in various cancers. Merck and Bristol-Myers split the PD1 antibody market which is estimated to be close to $50 billion in revenue in 2024. * Merck’s strategy revolves around extending Keytruda® to tumors which are responsive to checkpoint antibodies. Bristol-Myers is merging with Celgene, in part, to strengthen its overall position in oncology. Historically, Roche has been the global leader with strong positions in targeted therapies such as Avastin® and Herceptin®. Pfizer and Lilly are pursuing the targeted mutations like BRAF from Array, and Lilly TRK and RET from Loxo, etc. The targeted therapy area will stay hot but there has to be a targeted population to identify with a clear benefit. Another key strategic area is tumors which do not respond to checkpoint antibodies (so-called “cold tumors”). In breast cancer, AstraZeneca and Daiichi teamed up in a giant collaboration in Breast cancer with an ADC. Thus, cold tumors and the rare mutations are the places where BD and M&A can make a difference. Merck’s Peleton deal is a good example. Merck wants a strong position in RCC and are in many exploratory collaborations. Another theme is drugging the undruggable. Amgen’s recent KRAS data are stunning. We expect more BD in this area. 9 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 * Merck is forecast to control about 50% of the 2024 $45-$50 billion PD1 market with BMY at 25%, Roche at about 12%, AZ at about 9%-10%, Regeneron at 1.5% and the rest— Pfizer, GSK, Novartis, Beigene, Lilly, etc. sharing about 2%. Note Regeneron may only achieve about $1.5 billion in sales.
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Growth Areas in Oncology Deal-Making 10 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 IO: Cell Therapy for Solid Tumors A key priority has been reaching a broader set of tumors with CAR-t and related therapeutics. There are dozens of companies working to design cell therapies that will be effective in combating solid tumors. As these emerging programs show efficacy we expect to see deal activity in this area take off, particularly for companies that are considering an allogeneic approach. IO: Local Therapies Recent oncology scientific meetings have increasingly featured direct delivery of therapeutics to tumors through intratumoral delivery or other methods of local delivery. Efficacy from these emerging approaches has been outstanding and safety is often much improved. We expect deal activity to be high in these areas. IO: Tumor-specific Cell Therapy The promise of the pipelines of companies like Juno, Kite and emerging players such as Crescendo biologics is the design of tumor specific cell therapy solutions involving CAR-t, TCRs and TIL’s. By observing the root mutation deterring an immune response, it is increasingly possible to design cell therapies for specific tumors. This area will be highly active. Inflammasome Novartis’ CANTOS data showed that treatment of chronic inflammation with an anti-IL1b drug reduced death from lung cancer by over 75% in a sample of more than 10,000 subjects. There has been a surge of interest in this area by companies such as Cantargia and Inflazome. Deal-making has been brisk in this new area of the inflammasome and oncology in 2019. Patient-Specific Targeted Therapies Recent deals for Array and Loxo highlight the success of therapies that are targeted to specific tumor mutations. This success story has been more than two decades coming and has fed off the availability of inexpensive sequencing. Whether small molecule or antibody we see no let up in the pace of deal-making for targeted therapies, especially for hard to drug areas. Radiopharmaceuticals Novartis’ march into radiopharma has been bold and well-considered. Companies such as AAA and Endocyte are bringing highly efficacious therapies to challenging disease states. The next step will involve marrying increasingly sophisticated radioligands with additional targets. We expect a long- term surge in radiopharma deals as new targets and cancer types are addressed.
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Appendix: Background on Selected Oncology Deals 11
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12 Top 25 M&A Deals in Oncology by Value, 2015-2019 Target Last Successful Modality of Lead Phase of Asset Development Deal Size Announcement Date Buyer 01/03/2019 Bristol-Myers Squibb Celgene Corporation Small Molecule Commercial $74,000 03/04/2015 AbbVie Pharmacyclics Small Molecule Commercial $21,000 08/22/2016 Pfizer Medivation Small Molecule Commercial $14,000 06/17/2019 Pfizer Array BioPharma Inc. Small Molecule Commercial $11,499 08/28/2017 Gilead Kite Pharma Cell Therapy Commercial $10,444 01/22/2018 Celgene Juno Therapeutics Cell Therapy Commercial $10,086 01/07/2019 Eli Lilly Loxo Oncology Small Molecule Commercial $8,013 04/28/2016 AbbVie Stemcentrx ADC Phase 1 $5,800 12/03/2018 GlaxoSmithKline Tesaro Small Molecule Commercial $5,468 01/09/2017 Takeda Ariad Small Molecule Commercial $5,400 03/28/2019 AstraZeneca Daiichi Sankyo ADC Registration $5,100 12/15/2017 AstraZeneca Acerta Small Molecule Phase 2 $4,500 10/30/2017 Novartis Advanced Accelerator Applications Small Molecule Commercial $3,637 04/16/2018 Servier Oncology Business of Shire Small Molecule Commercial $2,400 05/21/2019 Merck Peloton Therapeutics Small Molecule Phase 2 $2,203 10/18/2018 Novartis Endocyte Small Molecule Phase 2 $2,102 12/22/2017 Roche Ignyta Small Molecule Phase 2 $1,824 05/31/2016 Jazz Pharma Celator Small Molecule Commercial $1,500 05/10/2018 Eli Lilly ARMO BioSciences Biologic Phase 2 $1,463 08/03/2017 Bristol-Myers Squibb IFM Therapeutics Small Molecule Preclinical $1,310 01/22/2018 Celgene Impact Biomedicines Small Molecule Phase 2 $1,100 01/09/2017 Ipsen Merrimack Onyvide Acquisition Small Molecule Commercial $1,000 10/09/2017 Sanpower Dendreon Pharmaceuticals Cell Therapy Commercial $906 12/21/2016 Dainippon Sumitomo Tolero Pharmaceuticals Small Molecule Phase 2 $780 06/10/2019 Merck Tilos Therapeutics Antibody Preclinical $773 Source: Torreya research TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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13 Top 25 License Deals in Oncology by Upfront Amount ($mm), 2015-2019 Source: Torreya research TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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Target Acquirer Transaction Overview Selected Commentary (NASDAQ: ARMO) HQ: Redwood City, CA (NYSE: LLY) HQ: Indianapolis, IN Date announced: May 10, 2018 Enterprise Value: $1.5 billion Price to Book ratio: 9.7x ARMO is a late-stage immuno-oncology company that develops a pipeline of proprietary products to activate the immune system of cancer patients to recognize and eradicate tumors Along with a phase 3 drug, pegilodecakin, the company has a phase-1 combination treatment with Merck’s Keytruda to treat multiple cancer types Transaction provides Eli Lilly with entry point into cancer immunotherapy space, where Merck and Bristol have market leading positions (ASX: SRX) HQ: New South Wales, Australia HQ: Beijing, China Date announced: May 4, 2018 Enterprise Value: $1.3 billion EV / LTM EBITDA: 30.9x EV / NTM EBITDA: 22.1x EV / LTM Revenue: 7.8x Outbid Varian Medical Systems Sirtex Medical is a medical device company that provides a radioactive treatment for inoperable liver cancer called SIR-Spheres Over 86,000 doses of SIR-Spheres Y-90 microspheres have been supplied to treat liver cancer patients at over 1,160 medical centers in over 40 countries Chinese firms have spent $5.5 billion acquiring Australian biotechnology companies since 2015 According to the World Health Organization, China accounts for half of the world’s incidents of liver cancer (NASDAQ: CASC) HQ: Seattle, WA (NASDAQ: SGEN) HQ: Seattle, WA Date announced: January 31, 2018 Enterprise value: $530 million Price to Book ratio: 5.1x Cascadian Therapeutics is a clinical-stage biopharmaceutical company dedicated to developing product candidates for the treatment of cancer Its most advanced program is tucatinib, an investigational oral, small molecule tyrosine kinase inhibitor (TKI) that is highly selective for HER2, a growth factor receptor that is overexpressed in multiple cancers, including breast, colorectal, ovarian and gastric This product will provide a third late stage opportunity for Seattle Genetics for a commercial product in solid tumors (NASDAQ: JUNO) HQ: Seattle, WA (NASDAQ: CELG) HQ: Summit, NJ Date announced: January 22, 2018 Enterprise Value: $9.6 billion EV / LTM Revenue: 85.4x Price to Book ratio: 9.6x Juno Therapeutics is an integrated biopharmaceutical company focused on developing cellular immunotherapies for the treatment of cancer Acquisition will add novel scientific platform and manufacturing expertise to Celgene’s research and operational capabilities Juno’s JCAR017 expected to be a growth driver with potential global peak sales of $3 billion Select Recent M&A Transactions in Oncology TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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Select Recent M&A Transactions in Oncology (Continued) Target Acquirer Transaction Overview Selected Commentary (NASDAQ: RXDX) HQ: San Diego, CA (SIX: ROG) HQ: Basel, Switzerland Date announced: December 22, 2017 Enterprise Value: $1.8 billion Price to Book ratio: 20.8x Ignyta is an oncology-focused biopharmaceutical company with a strategy of combining precision medicines (Rx) and in- house molecular diagnostics (Dx) Ignyta’s investigational medicine entrectinib, a selective CNS-active tyrosine-kinase inhibitor being developed for tumors that harbor ROS1 or NTRK fusions, expands Roche’s portfolio of oncology medicines (NASDAQ: AAAP) HQ: Saint-Genis-Pouilly, France (NYSE: NVS) HQ: Basel, Switzerland Date announced: October 30, 2017 Enterprise Value: $3.7 billion Advanced Accelerator Applications is a radiopharmaceutical company developing, producing and commercializing molecular nuclear medicine theranostics The company is developing predictive tools and procedure by merging therapeutic and diagnostic approaches to advance early detection Transaction expands Novartis Oncology neuroendocrine tumor treatment portfolio and adds radiopharmaceutical technology platform (NASDAQ: KITE) HQ: Santa Monica, CA (NASDAQ: GILD) HQ: Foster City, CA Date announced: August 28, 2017 Enterprise Value: $10.4 billion Price to Book ratio: 14.7x Kite Pharma is a clinical stage biopharmaceutical company focusing on the development and commercialization of novel cancer immunotherapy products Currently developing pipeline of engineered autologous cell therapy-based product candidates for treatment of solid and hematological malignancies Lead product candidate KTE-C19, a chimeric antigen receptor-based therapy that is in Phase 2 clinical trials for patients with relapsed or refractory aggressive diffuse large B cell lymphoma, primary mediastinal B cell lymphoma and transformed follicular lymphoma TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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Select Recent M&A Transactions in Oncology (Continued) Target Acquirer Transaction Overview Selected Commentary (NASDAQ: ARIA) HQ: Cambridge, MA (TSE: 4502) HQ: Osaka, Japan Date announced: January 9, 2018 Enterprise Value: $5.1 billion EV / LTM Revenue: 27.6x Ariad Pharmaceuticals is an oncology company engaging in the discovery, development and commercialization of drugs for cancer patients Ariad offers Iclusig, a tyrosine kinase inhibitor for treatment of adult patients with chronic myeloid leukemia and Philadelphia chromosome-positive acute lymphoblastic leukemia The company also develops Brigatinib, an investigational inhibitor of anaplastic lymphoma kinase for the treatment of various patients with a form of non-small cell lung cancer; and AP32788, for treating non-small cell lung cancer and various other solid tumors (NASDAQ: MDVN) HQ: San Francisco, CA (NYSE: PFE) HQ: New York, NY Date announced: August 22, 2016 Enterprise Value: $14.0 billion EV / LTM Revenue: 13.6x EV / NTM Revenue: 13.1x EV / LTM EBITDA: 30.7x Medivation is a biopharmaceutical company focused on development of commercialization of small molecules for oncology Commercial drugs include XTANDI for prostate cancer and IBRANCE for breast cancer Medivation also has a late stage oncology pipeline potential combination possibilities with existing Pfizer products (NASDAQ: CPXX) HQ: Ewing, NJ (NASDAQ: JAZZ) HQ: Dublin, Ireland Date announced: May 31, 2016 Enterprise Value: $1.5 billion Price to Book ratio: 24.7x Celator Pharmaceuticals is a clinical stage biopharmaceutical company which develops therapies to treat cancer CombiPlex, the company’s proprietary drug ratio technology platform enables the rational design and evaluation of optimized combinations incorporating traditional chemotherapies and molecular target agents to deliver enhanced anti-cancer activity (NASDAQ: PCYC) HQ: Sunnyvale, CA (NYSE: ABBV) HQ: Chicago, IL Date announced: March 4, 2015 Enterprise Value: $20.2 billion EV / LTM Revenue: 24.7x EV / NTM Revenue: 16.7x EV / LTM EBITDA: 178.7x EV / NTM EBITDA: 118.1x Pharmacyclics is focused on development of cancer therapies Its hematological oncology treatment, Imbruvica, has 60 clinical trials underway, including 13 in Phase 3 development Imbruvica could reduce Abbvie’s dependence on its own oncology treatment Humira, which is facing patent expiration TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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About Torreya 17
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Torreya is a Global Investment Banking and Advisory Firm Serving Life Sciences Companies TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 18 Personal Relationships We have strong personal relationships with key decision makers across the global pharmaceutical industry Operating Perspective Many of our senior advisors come from within the industry and bring decades of experience to their work with clients Life Sciences Focus We work exclusively on transactions in the life sciences industry and pride ourselves in providing discreet and independent advice
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Global Team Torreya’s team has the ability to get significant life science deals done anywhere in the world. Our team sits on four continents and brings 4 MDs/PhDs, 18 professionals with operating experience and a world class team of transaction professionals. Focused on Value Creation Torreya takes pride in the knowledge that many of its transaction advisory roles are associated with substantial value creation for its client. It is very common for the share price of our client to jump dramatically after a deal where have advised. We start every assignment by working with our client to design a strategy to maximize value. Torreya Is an Advisory Leader in Life Sciences Transactions Representative Transaction Roles since 2014 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 19
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We cover Latin America, South Africa and parts of Asia through affiliate relationships 3 people cover Japan and China in partnership with local advisory firms Torreya: Global Presence With 35+ Persons Focused on the Pharma Sector London New York Mexico City Rio de Janeiro Johannesburg Riyadh Hong Kong Melbourne Mumbai Shanghai Beijing Moscow TORREYA AFFILIATE RELATIONSHIP* Seoul Tokyo 28 people based in New York 8 people based in London 5 people based in Mumbai 1 person in Tokyo * Key affiliate partners are Kybora in Africa and MidEast; Novus Capital in Russia; Natixis in China and Korea; Panarea in Latin America; GEP in Australia; and GCA in Japan. Life Sciences advisory in North America, Europe and Asia Focused on strategic transaction work M+A: Corporate & asset-level Royalty monetizations Licensing Acquisition financing Recapitalizations TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 20
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We Advise on Mergers & Acquisitions, Pharmaceutical Asset Sales, Capital Markets, and Licensing Deals 1 Capital IQ and Torreya calculations TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 21
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22 Torreya is a Leader Among Advisors Serving Pharma Transactions are included in the pharmaceutical sector, the OTC sector and pharmaceutical manufacturing except that API companies excluded. Only transactions larger than $10mm included. When multiple advisors are present the deal credit is divided by the number of groups present to apportion deal value. Torreya has been the #1 financial advisor globally in pharmaceutical industry M&A / licensing by deal count in 2017 and 2018 YTD. Average deal size around $130mm. Top 25 Investment Banking Firms in Pharmaceutical Industry M&A and Licensing Transactions Jan 1, 2017 to Dec 30, 2018 by Deal Count and Total Value (Includes Announced and Closed Transactions) TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019
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Torreya is Active in Oncology Transaction Work Representative Transaction Work Sale of Rights to Future Beleodaq® Royalties to June 2018 License of Gevokizumab to $44 million upfront (plus royalties & milestones) August 2017 Advisor on oncology partnership with $550 million ($10 million upfront) August 2013 License of preclinical RIG-I compound to $520mm + royalties ($15mm upfront) December 2018 Sale of U.S. oncology commercial business to $19mm ($13mm upfront) November 2018 License of Pidilizumab to Up to $335 million with royalty October 2014 Sale to $50 million ($10mm upfront) January 2014 License of global rights for Anti‐TGF‐beta antibody program to Up to $517 million ($37mm upfront) October 2015 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 23
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Oncology Financial Advisor League Table, 2015-2019 TORREYA ONCOLOGY BUSINESS DEVELOPMENT TRENDS | SACHS CONFERENCE – SEPTEMBER 2019 24 Inclusive of M&A and Licensing Lead Advisory Roles Over $10mm Upfront Note: When multiple advisors appeared on a transaction, the lead sellside advisor role was included for the purpose of compiling this table.
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Disclaimer This presentation may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Torreya. This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the Information contained in this publication without obtaining specific professional advice. The information used in preparing these materials was obtained from or through public sources. Torreya assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. No representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by Torreya as to or in relation to the accuracy or completeness or otherwise of these materials or as to the reasonableness of any other information made available in connection with these materials (whether in writing or orally) to any interested party (or its advisors). Torreya will not be liable for any direct, indirect, or consequential loss or damage suffered by any person as a result of relying on any statement contained in these materials or any such other information. None of these materials, the information contained in them or any other information supplied in connection with these materials, will form the basis of any contract. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed and discussed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecast obtained from public sources, represent reasonable estimates). There is no guarantee that any of these estimates and projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. Torreya expressly disclaims any and all liability relating or resulting from the use of this presentation. Torreya assumes no obligation to update or otherwise review these materials. These materials have been prepared by Torreya and its affiliates and accordingly information reflected or incorporated into these materials may be shared with employees of Torreya and its affiliates and agents regardless of location. This presentation speaks only as of the date it is given, and the views expressed are subject to change based upon a number of factors, including market conditions. Distribution of this presentation to any person other than the recipient is unauthorized. This material must not be copied, reproduced, distributed or passed to others at any time without the prior written consent of Torreya. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instrument. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. Torreya does not provide any tax advice. Any tax statement herein regarding any U.S. federal or other tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement related. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. This presentation does not purport to be all-inclusive or to contain all of the information that the Company may require. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation. The distribution of these materials in certain jurisdictions may be restricted by law and, accordingly, recipients represent that they are able to receive this memorandum without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. By accepting these materials, the recipient agrees to be bound by the foregoing limitations. Insofar as these materials originate in the United Kingdom or are capable of having an effect in the United Kingdom (within the meaning of section 21 of the Financial Services and Markets Act 2000) they are directed only at classes of recipient at whom they may lawfully be directed without contravening that section or any applicable provisions of the Conduct of Business Sourcebook of the Financial Conduct Authority, including persons of a kind described in Article 19 (Investment professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and are not intended to be distributed or passed on, directly or indirectly, to or relied or acted on, by any other class of persons. Torreya (Europe) LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is not acting for you in connection with any potential transaction(s) described in these materials and thus will not be responsible for providing you the protections afforded to clients of Torreya (Europe) LLP or for advising you in connection with any potential transaction(s) as described in these materials except and unless subject to a subsequent specific written agreement relating to such potential transaction(s) between you and Torreya (Europe) LLP. Torreya (Europe) LLP is authorised and regulated by the Financial Conduct Authority. Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC. 25

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