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Beyond Borders: Global biotechnology report 2010

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Turbulent financial markets<br />

and the impact on biotech<br />

The <strong>biotechnology</strong> industry and financial<br />

community are inextricably linked, and for<br />

good reason. Biotech R&D is exceptionally<br />

expensive and time consuming, making it<br />

one of the most capital-intensive industries.<br />

Since the vast majority of biotech<br />

companies have no operating revenues,<br />

raising funding is a constant and unrelenting<br />

focus of management and boards.<br />

Much has changed since Genentech’s<br />

remarkable and historic IPO in 1980. On<br />

the first day of trading, the Company’s<br />

shares soared from the US$35 offer price<br />

to more than US$80 — an unprecedented<br />

performance at the time. A cascade of<br />

public biotech offerings soon followed<br />

(Cetus, for instance, raised an astonishing<br />

US$122 million in 1981), fueled by<br />

exuberant coverage in the lay press about<br />

the new world of molecular biology.<br />

Reporters talked breathlessly about “magic<br />

bullets” that would develop new cures for<br />

diseases ranging from cancer to diabetes,<br />

while new technologies promised to make<br />

R&D far quicker and cheaper.<br />

Today, reality reigns supreme, and accessing<br />

capital has become far more challenging<br />

and expensive for earlier-stage companies.<br />

The turmoil in financial markets has taken<br />

a toll on biotech firms, but the situation is<br />

not completely dire. We need to place the<br />

current situation in context and understand<br />

how it has affected longer-term capital<br />

market trends to understand this impact.<br />

One of the most significant consequences<br />

has been the virtual closure of the<br />

traditional IPO market for emerging<br />

venture-backed companies. This is not<br />

solely attributable to today’s unreceptive<br />

markets for offerings of younger, stillunprofitable<br />

companies; rather, it also<br />

reflects some longer-term, industry-specific<br />

trends. First, the market performance of<br />

biotech IPOs in recent years has largely<br />

been abysmal. Second, a typical biotech IPO<br />

provides only enough capital to extend the<br />

R&D “runway,” but not enough to bring a<br />

company to profitability and self-sustaining<br />

cash flow. This has caused many former IPO<br />

investors to back away and focus instead<br />

on private investments in public companies<br />

(PIPEs). These financings are executed in<br />

a very short time frame, and at a smallto-moderate<br />

discount to the company’s<br />

share price. PIPEs give firms sufficient<br />

capital to propel them to important valuecreating<br />

milestones — which has often<br />

driven significant post-offering market<br />

price increases. Investors get “instant<br />

gratification,” and since success breeds<br />

imitation, the PIPE markets have been<br />

noticeably robust.<br />

Big pharma’s role in providing biotech<br />

companies with fresh capital for<br />

R&D — and giving venture investors a<br />

pathway to liquidity — has been vital.<br />

The two sides have a naturally symbiotic<br />

relationship: pharma companies have been<br />

capital-long and opportunity-short with<br />

respect to their internal research programs,<br />

while biotech firms have been short of<br />

capital but rich with research opportunities.<br />

This will likely continue, not least because<br />

of the abundance of important prescription<br />

drugs scheduled to go off-patent between<br />

<strong>2010</strong> and 2015. But here, too, things have<br />

changed in the current market environment.<br />

In the early 2000s, big pharma players<br />

frequently acquired biotech firms outright.<br />

Today, acquisitions are instead most often<br />

structured as sequential payments — even<br />

though the pharma buyer owns 100% of<br />

the company, the deal includes a series<br />

of contingent milestone payments. The<br />

Fred Frank<br />

Peter J Solomon Company<br />

Vice Chairman<br />

upfront cash consideration may equate to<br />

one-to-two times the investments in the<br />

biotech company to date, while milestone<br />

payments account for the vast majority<br />

of the announced “acquisition price.”<br />

Such transactions represent a new model<br />

of shared risk that we will likely see in<br />

most pharma-biotech transactions. While<br />

pharma-biotech deals will continue, a<br />

mature, balanced relationship is evolving<br />

to reflect the comparative strengths of<br />

the participants.<br />

In summary, remember the quote from<br />

Walt Whitman: “Traveling roads all even and<br />

peaceful you learn’d from joys and prosperity<br />

only,/But now, ah now, to learn from crises<br />

of anguish ...” Let’s hope these crises of<br />

anguish are sculpting a viable, mutually<br />

beneficial accommodation — especially<br />

so since the ultimate beneficiaries<br />

are patients.<br />

75

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