The Essential INVESTMENT GUIDE ^;;r i n [•IVMIftB ltl?/SK i h ^ r f ^ r i I rriCri Biotechnology and Life Sciences Sector The Essential BIOTECH INVESTMENT GUIDE This page is intentionally left blank The Essential BIOTECH INVESTMENT GUIDE How to Invest in the Healthcare Biotechnology & Life Sciences Sector Chilung Mark Tang, Ph.D. World Technology Investment Group Corporation, USA V^fe World Scientific wl Jersey London* Sim New Jersey'London'Singapore • Hong Kong Published by World Scientific Publishing Co. Pte. Ltd. P O Box 128, Farcer Road, Singapore 912805 USA office: Suite 202, 1060 Main Street, River Edge, NJ 07661 UK office: 57 Shelton Street, Covent Garden, London WC2H 9HE Library of Congress Cataloging-in-Publication Data Tang, Mark C. (Mark Chilung) The essential biotech investment guide: how to invest in the healthcare biotechnology and life sciences sector/by C. Mark Tang, p. cm. Includes index. ISBN 9812381384 (alk. paper) 9812381392 (pbk.: alk. paper) 1. Biotechnology industries-Finance. 2. Pharmaceutical biotechnology industry-Finance. 3. Investments. I. Title. HD9999.B442 T36 2002 332.63'2-dc21 2002033070 British Library Cataloging-in-Publication Data A catalogue record for this book is available from the British Library. Copyright © 2002 by C. Mark Tang, Ph.D. All rights reserved. This book, or parts thereof may not be reproduced in any form or by any means, electronic or mechanical, including photocopying, recording or any information storage and retrieval system now known or to be invented, without written permission from the Author. Requests for permission or further information should be addressed to the: Permission Department, World Scientific Publishing Co.Pte Ltd., 5 Toh Tuck Link, Singapore 596224. Disclaimer, The materials and opinions herein are based upon publicly available information believed to be reliable, and may change without notice. The author or Publisher shall not in any way be liable for claims relating to them, and makes no express or implied representations or warranties as to their accuracy or completeness or for statements or errors contained in, or omissions from, them. The information and analyses contained herein are not intended as tax, legal or investment advice and may not be suitable for your specific circumstances; accordingly, you should consult your own tax, legal, investment or other advisors to determine such suitability. Any investment returns, past, hypothetical or otherwise, are not indicative of future performance. Printed in Singapore by Mainland Press This book is dedicated to the Tang Family Gloria Alexander Sharon This page is intentionally left blank Preface I became interested in investing in biotech in the late 80s while I was a Ph.D. candidate in the Biochemistry Department at the University of California, Riverside, in an adjunct molecular endocrinology laboratory of UCLA School of Medicine. After I finished the doctoral degree, I moved to New York in 1993 and worked at the prestigious Rockefeller University. I was a founder and publisher of Bio/Medical Technology Stock newsletter in 1993. The letter was later acquired in 1996 when I became a biopharmaceutical investment banker/venture capitalist. During 1993-1996, I read as many books as I could find on investing and valuation. I became interested in value investing by Graham and Buffett. Later, I was able to take finance classes in the part-time MBA program at New York University and finally obtained an MBA in finance. In 1997, suggested by Michael Penn, I decided to write a handbook on investing in biotech. Since then, through Mr. Market's many ups and downs, and my working at different capacities on Wall Street, I finally finished the assignment in late 2001. I believe this investment guide is unique in that it aims to have both breadth and depth. I also endeavored to discuss biotech investing from asset management and risk management point of, in the hope that it will be useful for biotech experts, bioentrepreneurs, and individual biotech investors alike. vii This page is intentionally left blank Acknowledgements The author is grateful to the following individuals for their comments and editorial and proofreading assistance: Melinda Mingus, M.D. (an NYU Stern Business School alumna), Pascal Moulin, Calorina Morrillas, Cortney Williams, Fran Bartlett, Mary Miller, Liz Weston, Don Cooperman, Esq, of Cooperman and Co. (Chapter 14), Y. Zhu, M.D. Ph.D., of Cornell Medical College (Chapter 2), Z. Yang, Ph.D. (Chapter 2), and Jonathan Lin of Citigroup (Appendix A). IX This page is intentionally left blank Contents PREFACE vii ACKNOWLEDGEMENTS ix FIGURES AND TABLES xviii INTRODUCTION 1 BIOTECH STOCK FOR WEALTH GROWTH: A N ESSENTIAL PORTION O F ASSET ALLOCATION 1 Biotechnological Innovation Benefits Society Biotech Sector Outperforms Strong Fundamentals and Product Pipelines Strong Growth of Revenue and Profits Biotechnology Differs from the Internet Stock is Essential for Wealth Growth Stock for Outpacing Inflation Why Biotech? Positive Demography: Our Baby Boomer Population Positive Demographics Trend Positive Technology Trend Big Pharma and the Biotech Industry-Complementary Supply Demand Imbalance? CHAPTER 1 to Each Other / 1 2 6 6 7 // 13 75 16 16 16 20 25 THE BASICS OF INVESTING 25 The Case for Equities The Rule of 72 The Power of Compounding 25 27 28 xi xii The Essential Biotech Investment Guide Opportunity Cost Relationship Between Risk and Return Dollar-Cost Averaging Purchasing Power and Inflation—Is a CD Really Safe? Holding Period and Risk Understanding Risks Diversification-Minimizing Your Investment Risk Past Reasons for Not Investing Historic Return and How Much Return One Should Expect Technical Analysis Investment Vehicles Available to Achieve Your Goals Vehicle One: Stocks Vehicle Two: Bonds Vehicle Three: Cash Vehicle Four: Mutual Funds Vehicle Five: Unit Investment Trust Vehicle Six: Managed Accounts Vehicle Seven: Alternative Investment Asset Allocation Managing Your Portfolio and Wealth CHAPTER 2 A N INTRODUCTION TO BIOTECHNOLOGY AND GENOMICS CHAPTER 3 29 29 29 31 32 33 35 38 39 39 40 40 44 45 45 46 47 47 47 48 51 51 63 UNDERSTANDING BIOTECHNOLOGY INVENTION AND THE FDA APPROVAL PROCESS Parti: Biotechnology Inventions and Patents Part II: The FDA Approval Process for Drugs Stages of the FDA Approval Process Drug Review Glossary CHAPTER 4 INTRODUCTION TO BIOTECH INVESTING Value Investing Growth Investing The Industry Life Cycle Characteristics of Investing in Biotech Value Investing Biotechnology Investment Trading Rules Winning Biotechnology Company Attribute List 63 63 67 67 75 79 79 79 79 80 81 82 86 89 Contents CHAPTER 5 How TO VALUE AND INVEST IN A BIOTECH COMPANY Step One: The Economic and Business Cycle Step Two: Industry Sector Analysis Biotech Industry Sector Analysis Step Three: Biotech Company Analysis Valuation: Should I Buy This Biotech Stock Now? Method 1: Relative Valuation Comparisons ofP/E Ratios Method 2: Discounted Cash Flow (DCF) Analysis Method 3: Sum-of-the-Parts Valuations Method 4: Dividend Discount Model (DDM) Method 5: Subscriber-Based Valuations Method 6: Economic Value Added (EVA) Method 7: Yield-Based Valuations-Valuing Market as an Example Qualitative Component of the Valuation Risks of Biotech Companies Summary: Which Model Is Best for Valuing Biotech Companies? Part II: Investing in Undervalued Healthcare Biotech—Proactive Value Investing in Healthcare™ CHAPTER 6 INVESTING IN BIOTECHNOLOGY MUTUAL FUNDS Don't Put All Your Eggs in One Basket Purchasing Power Professional Management Asset Allocation Liquidity Discipline Dollar-Cost Averaging The Case for Index Funds Why Stock or Stock Mutual Funds? The Cost of Delaying The Benefits of Investing in Biotech Mutual Funds CHAPTER 7 xiii 91 91 93 95 95 97 98 100 102 116 116 119 779 720 720 720 720 727 723 131 131 757 732 733 134 735 735 735 736 736 739 739 145 HEALTHCARE BIOTECH INDEX INVESTING: STRATEGIES USING EXCHANGETRADED-FUNDS (ETFs), BIOTECH ISHARES, AND BOXES The Case for Index Funds 1. Exchange-Traded Funds (ETFs) 145 145 746 xiv The Essential Biotech Investment Guide Advantages ofETFs Options Strategies for Suitable Clients Index-Linked ETFs II. Index Investing III. Strategies Using Biotech and Pharmaceutical BOXES CHAPTER 8 147 149 150 151 152 155 RISK MANAGEMENT CONSIDERATIONS FOR BIOTECH INVESTORS WITH CONCENTRATED EQUITY POSITIONS Alternative I: Retention of the Position and Associated Risks Alternative 2: Liquidation of the Position and Reinvestment of Net Proceeds Alternative 3: Hedging, Monetizing, and Diversification Strategies Conclusion Glossary CHAPTER 9 MANAGING BIOTECH STOCK OPTIONS: YOUR EMPLOYEE BENEFITS Non-Qualified Biotech Options Incentive Biotech Options Your Biotech Option Plan Alternative Biotech Stock Acquisition Programs 83(b) Election CHAPTER 10 155 156 158 158 159 162 163 163 165 166 167 170 171 175 AN INTRODUCTION TO HEALTHCARE BIOTECHNOLOGY HEDGE FUND INVESTING Hedge Fund Investment Styles Three Ways to Participate Healthcare-Biotech Hedge Funds Conduct Necessary Due Diligence Prior to Investing in Healthcare Hedge Fund Conclusion CHAPTER 11 175 776 177 178 779 181 AN INTRODUCTION TO HEALTHCARE BIOTECHNOLOGY PRIVATE EQUITY INVESTING I. Healthcare Venture Capital Four Investment Stages of Health Care-Biotech Venture Capital Funding 77. Healthcare Buyout Funds 181 182 783 785 Contents ///. Special Situations in Healthcare Key Considerations How to Participate in Private Equity Investing Five Basic Ways To Participate in Healthcare Private Equity Investing Measuring Performance of Healthcare Biotech Private Equity Funds Conclusion CHAPTER 12 xv 184 784 185 186 187 188 189 RETIREMENT PLANNING CONSIDERATIONS FOR BIOTECH EXECUTIVES AND INVESTORS Changing Careers: Affecting Your Retirement Savings Direct And Indirect Rollovers: Spinning Your IRA The Tax-Deferred Rollover Retirement: Strategy CHAPTER 13 CHARITABLE DISPOSITION OF APPRECIATED BIOTECH STOCKS I. Private Foundations 77. Charitable Remainder Trusts Conclusion ///. Alternative Charitable Gift Program Through National Philanthropic Trust (NPT) CHAPTER 14 189 789 790 792 792 195 195 796 797 798 799 201 MANAGING YOUR BIOTECH WEALTH-ESTATE PLANNING FOR BIOTECH INVESTORS, EXECUTIVES, AND FOUNDERS Other Trust Strategies to Minimize Estate Taxes Conclusion 201 208 213 EPILOGUE 215 APPENDIX A 217 WHAT Is TECHNICAL ANALYSIS? 7. The Dow Theory 77. Four Groups of Technical Indicators 777. Top-Down Technical Analysis IV Reading Chart Patterns Patterns Indicating a Reversal in a Stock Price Trend Patterns Indicating a Consolidation in a Stock Price Trend 217 277 278 222 222 224 224 xvi The Essential Biotech Investment Guide APPENDIX B BIOTECH AND LIFE SCIENCE GLOSSARY Glossary—Finance APPENDIX C RESOURCES AND FURTHER READINGS Books WebSites Newsletters Newspapers and Magazines APPENDIX D SPEAKING ENGAGEMENT REQUEST INDEX 229 229 240 253 253 253 254 254 254 255 255 257 Figures And Tables Figure 1-1. Performance ofBTK, SP, Internet, and NASDAQ over the last 3 and 10 Years Table 1-1. Selected Profitable Biotech Valuation Comparisons (as of 12/31/01) Table 1-2. Selected Major Pharmaceuticals Valuation Comparisons (as of 12/31/01) Table 1-3. Selected 2001 Biologic Drug Approvals Table 1-4. Selected FDA Approved Biopharmaceutical Drugs Table IS. Historic Returns for Different Asset Class Table 1-6. Effect of Inflation on Investment Growth Figure 1-2. Hypothetical Growth of a $1 Investment in Four Traditional Asset Classes Table 1-7. The "Graying" of America: Americans Over the Age of 65 Table 1-8. Annual Pharmaceutical Expenditures by Age Group Table 1-9. Drug Patent Expiration Table Table 1-10. Biotech Added Value for Big Pharma—Biotech Covers Technologies Outside of Big Pharmaceuticals Figure 1-3. Patents Granted in the U.S. Rose to Record Highs in the Late 1990s Table 1-11. The 20th Century's Greatest Engineering Achievements Table 1-12. The Leading Biotech Drugs Figure 1-1. Over Time Equity Outperforms Other Asset Classes Table 1-1. Average 20-Year Return from 1981-2001 Table 1-2. Number of Years Needed to Double Your Investment Table 1-3. The Power of Compounding and Cost of Waiting Figure 1-2. The Power of Compounding-Hypothetical Investment in Stocks Figure 1-3. The Relationship Between Risk and Return xvii J 4 5 8 9 11 11 12 17 17 18 20 22 23 24 26 27 27 28 30 30 xviir The Essential Biotech Investment Guide Table 1-4. An Example of Dollar-Cost Averaging Table 1-5. Annual Average Inflation From 1925 to 1999 Table 1-6. How Much Money You Need to Keep $100 Dollars Purchasing Power Table 1-7. Historic Returns of Cash and Equivalent After Inflation and Taxes (1926-2000) Table 1-8. Holding Period and Risk Figure 1-4. Holding Period and Return Figure 1-5. Investment Pyramid-Relationship Between Risk and Return Figure 1-6. Asset Allocation Among Classes Figure 1-7. Diversification Among Stock, Bond and Money Markets Figure 1-8. Diversification Among Bonds Table 1-9. S&P 500 Sectors Figure 2-1. DNA Structure Figure 2-2. The Central Dogma Figure 2-3. Protein Translation Figure 2-4. Growth of Biological Data Table 2-1. Selected Biotech Stocks and Their Symbols Table 2-2. Biotech Companies by Type of Technologies or Applications Figure 2-5. Bio-Technology Chart Figure 3-1. Stages of the FDA Approval Process Table 3-1. FDA Review Times Figure 3-2. Risk Data Analysis of Drug Development and Approval Table 3-2. Risk of Clinical Trials Table 4-1. Typical Industry Life Cycle Figure 4-1. Drug Development Risk Table 5-1. Summary of General Valuation Methods Table 5-2. Classic Business Cycle Model Figure 5-1. S Growth Curve Table 5-3. PEG Ratios of Big Pharmaceutical Companies in North America .... Table 5-4. PEG Ratios of Profitable Biopharmaceutical Company in the U.S. .. Table 5-5. PEG Ratios of Non-north American Pharmaceutical Companies Table 5-6. Comparative Analysis-IPO Table 5-7. Comparative Analysis—Genomic Company Table 5-8. Estimating Net Present Value (Intrinsic Value) of a Biotech Company Table 5-9. Estimate of Intrinsic Value of Five Major Profitable Biotech Company Table 5-10. Sum of Parts Valuation of Drug Candidate Pipelines Table 5-11. Business Model and Valuation Differences between Pharma and Biotech 31 31 32 32 33 34 34 36 36 37 37 52 53 55 57 58 60 62 69 72 73 74 81 90 92 94 96 105 106 107 Ill 112 117 118 119 121 Figures and Tables Table 5-12 Pros and Cons of Valuation Techniques Figure 5-2. Amgen (AMGN) Figure 5-3. Genzyme (GENZ) Figure 5-4. Chiron (CHIR) Figure 5-5. Centocor (CNTO) Figure 5-6. Cephalon (CEPH) Figure 5-7. Human Genome Sciences (HGSI) Figure 5-8. Immunex (IMNX) Figure 6-1. Stamps and Inflation Figure 6-2. Risk-Reward Parameter/Pyramid Table 6-1. The Value of Professional Management in Biotechnology-10-Year Performance Figure 6-3. Value Versus Growth Figure 6-4. Positive Investment Return and Holding Period Figure 6-5. Cost of Missing Best Months (1970-2001) Table 6-2. Healthcare-Biotechnology Funds Figure 7-1. Institutional Strategy Evolves to Core/Satellite Figure 7-2. Tax Strategy: Loss Harvesting Table 7-1. How Do Pharmaceutical and Biotech BOXES Work? Figure 8-1. Systematic Risk and Company-Spcific Risk Figure 8-2. Risk Management Strategies for Low-cost, Concentrated and/or Restricted Biotech Stock Table 8-1. Hedging and Monetizing Strategies Table 8-2. Risk Management—Summary of Strategic Outcomes Table 9-1. How Do Biotech Options Work? Table 9-2. Biotech Stock Options Vesting Methods Table 11-1. The Pros and Cons of Private Equity Investing Figure 12-1. Retirement Sources Figure 12-2. Tax Deferring Advantage Table 13-1. Tax Benefit of Depositing Appreciated Biotech Stocks Through NPT Table 14-1. Comparison of Four Alternatives Figure 14-1. Tax Saving through Estate Planning Figure A-I. Down Trend Figure A-2. Support and Resistance Figure A-3. Head and Shoulder Figure A-4. Round Bottom Figure A-5. Double Bottom Figure A-2 to A-5. Chart Patterns xix 122 726 127 727 128 128 129 729 132 133 134 138 142 742 143 148 154 154 756 157 767 767 767 765 182 797 193 200 204 214 225 226 226 227 227 227 Introduction Biotech Stock For Wealth Growth: An Essential Portion Of Asset Allocation Biotechnological Innovation Benefits Society T hroughout history, biotechnological innovations have produced enormous improvements to-and benefits for—society. Since ancient times, people have used simple fermentation to produce and preserve foods. The Chinese use moldy soybean curd to cure infection. To build on the discovery of traditional genetics in the 1850s and cracking the gene code in the 1950s, scientists sequenced the genetic codes of human beings in 2000. Now the biotechnology industry is studying genes involved in disease by using genomic tools so that drugs can be designed to cure illnesses. With more than 350 drugs in late-stage clinical trials, the biotech and life sciences industry leads the way in medical innovation and revolution. Biotech Sector Outperforms During the 12 months ending in December 2001, the AMEX Biotech Index lost about 8% of its value, and NASDAQ Biotech Index was down 16%, while the NASDAQ dropped 2 1 % and the market index (S&P 500) fell 1 2 The Essential Biotech Investment Guide 13%. However, biotech stocks on average retained their past three years' gains. As a group, biotech stocks performed better than many high tech stocks (see Figure 1-1). Perhaps the most important message was the belief that there was value in biotech stocks. Table 1-1 and Table 1-2 summarize recent valuations comparisons of profitable biotech companies and major pharmaceutical companies. Strong Fundamentals and Product Pipelines The FDA approved 16 new biotechnology-based drugs and vaccines in 2001 (see Table 1-3), as well as eight new indications for previously approved biotech products, according to an analysis by the Biotechnology Industry Organization (BIO). The new products include treatments for leukemia, congestive heart failure, rheumatoid arthritis, and life-threatening sepsis, as well as a new combination vaccine for hepatitis A and B. Even though the number of approvals declined from the record of 32 in 2000, more than half of the 133 biotechnology medications available today have been approved in the last five years, and another 350 products are in late-stage development. That is a consistent record of new therapeutic development from biotechnology, and more much-needed therapies are coming. The U.S. biotech industry currently includes some 400 public companies and more than 1000 private companies. Since Genentech was founded in 1976, about 120 FDA-approved biotech products are on the market (see Table 1-4) and more than 300 active biotech drug candidates are in Phase III or late clinical trials, while another 1000 plus drugs candidates are in clinical trials. Biotech drugs in the pipeline for heart disease and cancer, the two biggest killers in the United States, may signal even greater success for this sector. Revenues of biotech companies have increased an average of 11% per year since 1995. Revenue growth should remain strong through the next 10 years. Contrary to pharmaceutical companies that face patent expirations and generic competition, biotech products are generally free from this pressure. 3 Introduction I Exchange provides no volume data. M J J fl S O N D O O F M BTK Da IV HM J JR S O N D O l F M R M J J f l SO ND02FMR _ 4^i?--Q2 +1,4002 J-jLL +1,2002 +1,0002 1 +8002 +600" A A^^W^w^"V*^*^ j. ,^^^^1x1 i +4002 ^V rsrsssBSEP" Volume +02 - 'jBi^C^nm^ofi Exchange provides no volume data. 98 99 00 +2002 01 Figure 1-1. Performance of BTK, SP, Internet, and NASDAQ over the last 3 and 10 Years. 02 Table I-l. Selected Profitable Biotech Valuation Comparisons (as of 12/31/01). Company Market Ticker Amgen AMGN Biogen Share Cap ($Mil.) 2002E EPS 2002 Ratio 2.1 2001 Growth (%) 19 1.43 39.5 30.2 2.1 14 1.96 29.3 0.95 46.1 1.7 22 1.15 38.1 0.75 72.3 2.4 25 0.91 59.6 PE Ratio PEG Rati 1.19 47.4 57.35 1.90 8,330 43.83 29,295 54.25 58,867 2001 Price ($) 56.44 BGEN 8,545 Chiron CHIR Genetech DNA 2001 EPS 0 Genzyme General GENZ 12,451 59.86 1.18 50.7 1.8 23 1.48 40.4 IDEC Pharma IDPH 10,271 68.93 0.59 116.8 1.9 40 0.91 75.7 Immunex IMNX 15,628 27.71 0.29 95.6 2.3 40 0.30 92.4 Medimmune MEDI 10,243 46.35 0.69 67.2 1.9 24 1.02 45.4 10,271 54.25 0.75 67.2 1.9 24 1.02 45.4 Median Source: Analysts reports and company reports. Table 1-2. Selected Major Pharmaceuticals Valuation Comparisons (as of 12/31/01). Company Market Ticker Share Cap ($Mil.) 2001 Price 2001 EPS ($) ($) PE Ratio 2001 Growth PEG Ratio 2002 E EPS 2002 Ratio (%) Abbott Laboratories ABT 86,357 55.75 1.88 29.7 13 1.9 2.25 24.8 American Home Prod AHP 80,627 61.36 2.18 28.1 15 1.6 2.50 24.5 AstraZaneca AZN 82,762 46.60 1.75 26.6 7.0 3.8 1.75 26.6 Bristol-Myers Squibb BMY 99,093 51.00 2.41 21.2 12 1.8 2.35 21.7 Eli Lilly LLY 88,279 78.54 2.76 28.5 12 2.4 2.73 28.8 GlaxoSmithKline GSK 154,890 49.82 2.06 24.2 12 1.8 2.36 21.1 Merck MRK 134,828 58.80 3.13 18.8 11 1.7 3.20 18.4 Novartis NVS 95,776 36.50 1.60 22.8 11 1.9 1.74 21.0 Pfizer PFE 251,573 39.85 1.31 30.4 19 1.3 1.59 25.1 Pharmacia PHA 55,488 42.65 1.74 24.5 20 1.1 1.93 22.1 Schering-Plough SGP 52,390 35.81 1.63 22.0 20 1.0 1.86 19.3 87,318 50.41 1.97 25.6 12 1.8 2.30 23.3 Median Source: Company Reports and Analyst Reports. 6 The Essential Biotech Investment Guide Strong Growth of Revenue and Profits The growth of biotech companies has also been strong. The market cap of 260 publicly traded biotech companies in 1996 was $47 billion. Over the past two to three years, the Amex Biotech Index has dramatically outperformed the Dow Jones Industrial Average and the NASDAQ Composite index. The biotech industry has achieved an aggregate market cap of about $400 billion with 40 companies over $1 billion and 15 companies achieving profitability. This industry is rapidly gaining critical mass and is here to stay. In addition, there is increasing number of legitimate intersections between information technology (IT) and the life sciences. Biotechnology Differs from the Internet Internet companies and biotech companies differ in a fundamental way. Biotech companies have a high barrier of entry, whereas Internet companies the barrier of entry is low. While tech stocks have been suffering from decreased revenue and earnings growth, the fundamentals of biotechnology remain strong. Biotech Companies Internet Companies Barrier of Entry High Low Earnings Growth Strong Decreasing Demand Strong Less Strong Demographics Needs Strong Strong Products Strong Less Strong 7 Introduction Stock is Essential for Wealth Growth Why invest in stock? The answer is very simple: outstanding long-term performance. Ibbotson & Associates, an economic consulting firm, studied relative rates of return over a 70-year period, beginning in the 1920s. Their research showed that equity investments have a remarkable long-term record that weathered the Great Depression, several wars, and recessions, and fundamental changes in the economy. As shown in the table below, the unmanaged Standard & Poor's 500 Stock Index, consisting of U.S. stocks from 1925 to 2000, delivered an average annual return of 11% per year and significantly outperformed U.S. Treasury bonds and bills. One of the most important factors in evaluating returns is the time horizon allowed for investments to grow. Solid equity investment performance is indicative of strategic planning and patience. Historical Average Annual Returns (12/31/25 to 12/31/2000). Stocks (Unmanaged S&P 500 Index) 11.0% Long-term U.S. Government Bonds 5.3% U.S. Treasury Bills 3.8% Consumer Price Index (Inflation) 3.1% As Table 1-5 indicates, historically, more risk has produced a higher potential return. You will increase your return capacity by adding stocks to your investment cocktail, but the possibility of losing your initial investment will also become greater. Therefore, the right mix of investments is essential, and it's important to point out that stocks are not for everyone. Assess your risk and loss tolerance with a financial advisor before investing in any growth vehicle, no matter how "safe." Table 1-3. Selected 2001 Biologic Drug Approvals. Company Name Amgen Amgen Amylin Celltech Cell Therapeutics Cephalon Enzon/Schering-Plough Genetech Genetech Gilead Sciences ILEC Onology /Schering Kos Pharmaceuticals Ligand Pharmaceuticals Lilly Nabi Novartis OraPharma SCIOS Shire Pharmaceuticals Texas Biotech QLT Product Aranesp Kineret Symlin Metadate CD Trisenox Actiq PEG-1NTRON Cathflo Activase Traclear Tenofovir Campath Advicor niacin Tagretin bexarotene Xigris Nabi-HB Gleevec Arestin microspheres Natrecor Reminyl galantamine Argatroban Visudyne FDA Action Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Approved Indication Anemia (end-stage renal failure pts) Rheumatoid arthritis Diabetes Attention Deficit Disorder Acute promyelocytic lukemia Cancer pain Chronic hepatitis C Central venous access devices Pulmonary arterial hypertension HIV Chronic lymphocytic leukemia Cholesterol disorders Cutaneous T-cell lymphoma Sepsis Acute hepatitis B virus exposure Chronic myelogenous lukemia Adult periodontitis Acute congestive heart failure Acute leukemias Thrombosis Subfoveal choroidal newvascularization Table 1-4. Selected FDA Approved Biopharmaceutical Drugs. Company Product Years Approved Indication Amgen/Johnson & Johnson Amgen/Orthobiotech Amgen Armour Baxter Healthcare Biogen Epogen Procrit Filgrastim Monomine Recombinate/Bioclate Avonex Anemia Anemia Various, including neutropenia Hemophilia B Hemophilia A Multiple sclerosis Boehringer Mannheim Centeon LLC Centeon LLC Centocor Chiron Chiron CisBio Cytogen Cytogen Eli Lilly Eli Lilly Eli Lilly Enzon Galenns Mannheim Genetech Genetech Genetech & Miles Reteplase Monoclate-P Monomine Myoscint Proleukin Basteron Indimacis-125 Oncoscint Protascint Humulin Humatrope Humalog Oncaspar Ecokinase Alteplasea Actimmune Kogenate 1989 (USA) 1990 (USA) 1991 (USA) 1992 (EU) 1992 (USA) 1996 (USA) 1997 (EU) 1996 (EU, USA) 1987 (USA) 1992 (USA) 1996 (USA) 1992 (USA) 1993 (USA) 1996 (EU) 1992 (USA) 1996 (USA) 1982 (USA) 1987 (USA) 1996 (EU) 1994 (USA) 1996 (EU) 1987 (USA) 1990 (USA) 1992 (USA) Acute myocardial infraction Hemophilia A Hemophilia B Cardiac imaging Renal cell carcinoma Multiple sclerosis Diagnosis of ovarian cancer Detection/follow-up of ovarian cancer Imaging of prostatic carcinoma Diabetes mellitus Growth deficiencies Diabetes mellitus Leukemia Acute myocardial infration Acute myocardial infarction Chronic granulomatous disease Hemophilia A (continued) Table 1-4 (continued) Genetech Genetech Genzyme Genzyme Hoechst Hoffman La Roche Immunomedics Inc. Merck & Co Novo-Nordisk & Zymogenetics Organon Orthobiotech Pulmozyme Nutropin Ceredase Cerezyme Insuman Roferon CEA-SCAN Recombivax NovoSeven 1993 (USA) 1994 (USA) 1991 (USA) 1993 (USA) 1997 (EU) 1986 (USA) 1996 (USA/EU) 1986 (USA) 1995 (EU) Cystic fibrosis Infertility Gaucher's disease Gaucher's disease Diabetes mellitus Hair cell leukemia Diagosis of colorectal cancer Hepatitis B Coagulation Disorders Puregon Orthclone 1996 (EU) 1986 (USA) Schering Plough Schering Serono SmithKIine Beechman SmithKline Beechman SmithKIine Beechman Intron A Betaferon GonalF Enerix-B Tritanrix HB Twinrix 1986 (USA) 1995 (USA) 1995 (EU) 1989 (USA) 1996 (USA) 1996 (USA) Infertility Treatment of graft rejection in renal transplants Various, including hair cell leukemia Multiple Sclerosis Infertility Hepatitis B Hepatitis B and DPT Hepatitis A and B Introduction 11 Table 1-5. Historic Returns for Different Asset Class. 5 Years Small Cap Stocks Large Cap Stocks Long-Term Corp Bonds U.S. Treasury Bills Consumer Price Index (CPI) 18.5% 28.5% 8.4% 5.1% 2.4% 10 Years 20 Years 15.5% 17.8% 10.6% 6.8% 4.0% 15.1% 18.2% 8.4% 4.9% 2.9% 50 Years 14.9% 13.6% 5.9% 5.2% 4.0% Stock for Outpacing Inflation Table 1-6 shows the average annual inflation rate for each year since 1971. It indicates how much more money you will need to equal $100 today in 5, 10, 15, and 20 years assuming various rates of inflation. Therefore, your investment strategy's targeted growth rate must be in proportion to the current inflation percentage. Table 1-6. Effect of Inflation on Investment Growth. Years 5 10 15 20 3% 4% 5% 6% $116 $134 $156 $181 $122 $148 $180 $219 $128 $163 $208 $265 $134 $179 $240 $321 Figure 1-2 shows that an investor, who placed $1 in large cap or small cap stocks at the end of 1925, and reinvested dividends, saw this investment grow to $7,860 and $2,279 respectively by December 31, 2000 (see Figure 1-2). If you are a more conservative investor, and depending on your needs, 20-year U.S. Treasury bonds and 30-day U.S. Treasury bills offer a government guarantee of repayment of principal and interest if held to maturity. Stocks, Bonds, Bills, and Inflation 1925-2001 $10,000 y $1,000-- , small Company Stocks Large Company Stocks • Government Bonds » Treasury Bills Inflation 57,860 12.5% 52,279 10.7% Ending Average Wealth Return S51 $17 510 iSJ«MWi $.104— 1925 1935 1945 Hypothetical v a l u e of S1 invested at year-end 1925. A s s u m e s reinvestment o l income a n d no t r a n s a c t i o n c o s t s or taxes. T h i s is for illustrative p u r p o s e s only a n d not indicative ol any investment. Past performance is n o guarantee of future results. 3/1/2002. CO 2002 I b b o t s o n Associates. Inc. Figure 1-2. Hypothetical Growth of a $1 Investment in Four Traditional Asset Classes. 5.3% 3.8% 3.1% Introduction 13 Why Biotech? What Is Biotechnology? Biotechnology is the application of biological research techniques to the development of products that improve human and animal health, and as well as food products. Biotechnology is the identification and management of disease by developing medicines that use the human body's own elements (cells, genes, proteins, enzymes, and antibodies), plant cells, animal cells, and bacteria. Biotechnologists seek to discover how human cells become cancerous and to identify the disease genes associated with neurological conditions, such as Parkinson's. Biotechnology is thus yielding new approaches for the treatment of debilitating conditions. Just as antibiotics and vaccines have saved countless people from deadly infections since the 1950s, biotechnology leads the way in medical innovation by developing the first ever treatments for life's most threatening illnesses: heart disease, cancer, Alzheimer's, Parkinson's, and related diseases. Bioinformatics is the science of informatics as applied to biological research. Informatics is the management and analysis of data using advanced computing techniques. Bioinformatics is particularly important as an adjunct to genomics research, because of the large amount of complex data this research generates. More than 350 biotechnology drugs and vaccines are in human clinical trials, and hundreds more are in early development. Breakthroughs are being made in treating cancer, obesity, heart disease, and the a diseases associated with aging. Millions of Americans are diagnosed with the these major disease conditions each year. Already some 200 drugs-of which 60 are in Phase III clinical trials-are under development to fight cancer cells; more than 30 potential drug treatments for cardiovascular diseases are under development. About 300 biotech drugs are in Phase III trials. The historically proven 80% success rate in Phase III trials-and an average development time of six years from Phase III to FDA market approval-means that as many as 240 new drugs could reach the market by 2007. Biotech drugs in the pipeline for heart disease and cancer, the two biggest killers in the United States signaled even greater success for the sector. Biotech companies' revenues have increased an average of 11% per year since 1995 and revenue growth should 14 The Essential Biotech Investment Guide remain strong through the next 10 years. Patent expiration and the competition of their generic drugs do not exert as much pressure on most biotech companies as they do on pharmaceutical firms. Over the next a few years, for example, pharmaceutical companies will face patent expirations of drugs that represent about $100 billion in sales annually. Successful drug development depends on good science, including a sound understanding of biological systems, and this can come only from substantial investment in basic research. Successful medical breakthroughs depend on understanding the intricate relationships between the variability among individuals in their susceptibility to disease or response to treatment. Rational drug design will continue to make inroads as structure-function relationships and methods of chemistry continue to improve. Use of novel techniques, such as transgenic and genetic knockout animals, enable companies to obtain preclinical proof of therapeutic activity in an efficient manner. Large technology companies, such as IBM, Compaq, Motorola, EMC, and Palm, have capitalized on biotech by providing venture funding for e-health and bioinformatics investments. The human genome sequence, containing some 30,000 to 40,000 genes, is the beginning, not the end, of the road. Small differences in genetic structure provide the key to the future of the human condition and the chance to look at old markets in new ways. Transforming technologies beyond genomics, such as proteomics, offer both immediate and long-term growth opportunities. In this industry paradigms are constantly in motion. Biotech, like IT, exists in a multidimensional universe that stretches to infinity in every direction. Servicing the gold rushers has historically proven to be a good business: selling picks and shovels to miners has long made good business sense. In biotechnology, those tools are reagents, instruments, and new research platforms. Wall Street puts the total sales of life science tools at more than $5.5 billion in 2000, an 18% increase over 1999. A major goal in biotech research is to dissect the functions and interactions of genes, proteins, cells, tissues, organisms, populations, and the environment. We are in the midst of a renaissance in biology, kicked off by the mapping of the human genome and technological innovation. New research will attempt to understand the interaction of functions among genes (multigenic diseases), among proteins (signal pathway), or between proteins and genes (regulation of gene Introduction 15 expression), and the interaction between molecules in their natural context (systems biology). Relational information has created a need for new software products and enterprise systems to better capture, analyze, visualize, store, and retrieve data. New therapeutic products remain the greatest value drivers in biotechnology. Although not every drug will become a personalized medicine, it is estimated that 20% of drugs could benefit from a specific pharmacogenomics approach. The next 10 years will likely show a dynamic market as biological research becomes industrialized. The challenge will be to achieve a true differentiation and critical mass in market penetration, and to develop a proprietary product with the right balance in pricing and value to the research market. Successful companies will make it cheaper and faster to ask the big questions. Success in biotechnology can be extremely rewarding. Single products can build a company worth $10 billion (DDEC), and two products can produce a $68 billion company (Amgen). Strong market valuations are the results of high-margin, billion-dollar sales that continue for a decade or more. Positive Demography: Our Baby Boomer Population At the same time that demographics are increasing the demand for drugs, genomics are creating a new supply of drugs. It is estimated that humans have 100,000 genes, and virtually all diseases are caused by changes in the sequences of nucleotides that make up these genes. Very small changes in these sequences can mean the difference between disease and health. The U.S. population was approximately 270 million in 1997, consisting of 70 million children, 166 million working-aged adults from ages 18 to 64, and 34 million people over age 65, according to the U.S. Census Bureau (see Table 1-7 and Table 1-8). 16 The Essential Biotech Investment Guide Positive Demographics Trend An Aging Population, Social Security, a Better Quality of Life, and a Huge Demand for Drugs By 2025, most baby boomers will have reached retirement, and the number of people over age 65 will have grown significantly (see Table 1-7). The framers of the Social Security system designed the program with contemporary lifespans in mind. When they created the program in 1935 and chose 65 as the benchmark retirement age, the average life expectancy of a child born in that year was only 61. Today, the average life expectancy is 76 years, and it is expected to approach 80 years by 2030. As increasing numbers of Americans claim Social Security benefits and do so for a much longer period of time than was originally envisioned, and as fewer workers are available to support those transfer payments, the strain on the Social Security system threatens to rip the program apart at the seams. Positive Technology Trend While demographics are increasing the demand for drugs, genomics are creating a new supply of drugs. Genomics, the science of gene discovery, is expected to play an enormous role in treating diseases. The estimated 100,000 genes and the belief that virtually all diseases are caused by changes in the sequences of nucleotides that make up these genes, provide a huge resource for gene-targeted treatments. Figure 1-3 shows that patents granted in the U.S. rose to record highs in the late 1990s. Figure 1-4 shows the number of new discovered biotech drugs and vaccines approved by the FDA from 1982-2001. Big Pharma and the Biotech Industry-Complementary to Each Other With most of its blockbuster drug patents scheduled to expire within the next 15 years (see Table 1-9), Big Pharma needs biotech companies to supply drug candidates and keep their pipelines competitive (see Table I10). Table 1-7. The Graying of America: Americans Over the Age of 65. Year Population (Millions) 1970 20.1 1980 25.7 1990 31.6 2000 34.9 2010 39.7 2020 53.7 2030 69.8 The aging population will cause a sharp increase in the demand for drugs, especially in the area of chronic diseases, which require years of ongoing medication. This growing elderly group will likely require the greatest amount of drug therapy. Source: U.S Department of Commerce. Table 1-8. Annual Pharmaceutical Expenditures by Age Group. The fact that baby boomers are getting older and the aged are living longer will fuel the application of genomics for disease discovery. Source: Bureau of Labor Statistics. Table 1-9. Drug Patent Expiration Table. 2001 American Home Products (AHP) AstraZeneca 2002 Lovenox Cipro Taxol-(expired but has limited protection until 2004), Paraplatin Pravachol Flonase Wellbutrin, Energix-B Combivir, Paxil Bristol-Meyers Squibb (BMY) Prozac Axid Augmentin, Flovent Glaxo SmithKline (GSK) Hoffman-LaRoche (ROHHY) Accutane Floxin, Ortho-Novum, Ortho-Tri Cyclin Duragesic, Xenical, Procit (compound patent- manufacturing patent-2012) Johnson & Johnson (JNJ) Terazol FloxinOrthoNovum Ortho-Tri Cyclin Duragesic, Procit (compound patentmanufacturing patent- 2012) Merck (MRK) Mevacor Prinivil Novartis Pfizer (PFE) Schering-Plough (SGP) 2005 Zoladex Prilosec, Zestril Aventis SA (AVE) Bayer (BAYZY) Eli Lilly (LLY) 2004 2003 Primaxin Singulair Accupril Cardura Zocor Lamisil, Aredia Claritin (composition), Intron A/ Rebetron Diflucan Zithromax Zoloft Fareston (continues) Table 1-9 (continued) 2006 2007 2008 2009 2010 2011 Zosyn/Tazocin, Effexor American Home Products (AHP) AstraZeneca Aventis SA (AVE) Bayer (BAYZY) Bristol-Meyers Squibb (BMY) Eli Lilly (LLY) Glaxo SmithKline (GSK) Hoffman-LaRoche (ROHHY) Johnson & Johnson (JNJ) Zerit Gemzar Regranex Regranex Propulsid Levaquin, Risperdal Fosamax Merck (MRK) Novartis Pfizer (PFE) Schering-Plough (SGP) Zyprexa Zofran Norvasc K-Dur Cozaar/Hyzaar Rezulin Trovan Lipitor Viagra The Essential Biotech Investment Guide 20 Table 1-10. Biotech Added Value for Big Pharma—Biotech Covers Technologies Outside of Big Pharmaceuticals. Basic Discovery Research and Development Sales and Marketing Big Pharma Yes Yes Yes life science biotechnologies Biotech type 1 Biotech type 2 Biotech type 3 Yes Yes Yes Yes Yes No Yes No No life science biotechnologies distinct from those of big Pharma's Supply Demand Imbalance? Positive Consumer Trend: New Life Styles and Habits Lead to More Demand for Biotech Shares Given the current growth of the U.S. population, by 2005 there will be a decline in the number of 47-year-olds versus 65-year-olds. By 2020 there will be more people over 65; giving rise to the "retirement boom." How will older Americans spend money as their consumer habits change with age? The marketplace is waiting with bated breath. But even more intriguing than how much they spend their money is where they place their retirement savings. Baby boomer investors have already been involved in the stock market through plans like 401(k)s and IRAs. If the boomers continue to invest in the stock market, there may be more money chasing fewer shares. Indeed, there is no way to know whether their interest in stocks will continue, but monitoring the investment strategy of this group will continue to be important. This fact underscores the need for the younger generation to look at the biotech sector for future investment. In the 20th century, widespread electrification gave us power for our cities, factories, farms, and homes-and forever changed our lives. Thousands of engineers made it happen, with innovative work in developing fuel sources, power-generating techniques, Introduction 21 and transmission grids. From streetlights to supercomputers, electric power makes our lives safer, healthier, and more convenient. Seventy-six million people will be living longer, and consequently wanting to improve the quality of their lives through innovations in medicine and technology (see Table I-11 and Table 1-12). The Essential Biotech Investment Guide 22 U.S. Patents Granted (1790 to1999) 1790 1810 1830 1850 1870 1890 1910 1930 1950 1970 1990 U.S. Ritcnl and Trademark Oiiice Figure 1-3. Patents Granted in the U.S. Rose to Record Highs in the Late 1990s. New Biotech Drug and Vaccine Approvals/New Indication Approvals by Year » « •e HI E h n n ' ii',' .v1. If< :i CT: £ <t— JRS rK F, F, Vm — a t — H i — S I .™~JMB rr< 'X' *' M™' O'J •""•' n. ^ '."• 'J: f HfWtl rr! ?' Yoar Ifr Mi' mB .-V. SJ '/' ,4! 'T.' .ri, K -S' £i ' i : £.' ' i ?-' Source: BIO. Figure 1-4. New Biotech Drugs and Vaccine Approved by the FDA (1982-2001) Introduction 23 Table I - l l . The 20th Century's Greatest Engineering Achievements. 1. Electrification 2. Automobile 3. Airplane 4. Water Supply and Distribution 5. Electronics 6. Radio and Television 7. Agricultural Mechanization 8. Computers 9. Telephone 10. Air Conditioning and Refrigeration 11. Highways 12. Spacecraft 13. Internet 14. Imaging 15. Household Appliances 16. Health Technologies 17. Petroleum and Petrochemical Technologies 18. Laser and Fiber Optics 19. Nuclear Technologies 20. High-performance Materials Source: American Association of Electronic Engineers. 24 The Essential Biotech Investment Guide Table 1-12. The Leading Biotech Drugs. Drug Brand Name Developer/Company 2001 Rev (US$MM) 1. Epogen/Procrit Amgen/Johnson & Johnson 5700 2. PEG-Intron/Rebetron/Ribavirin Schering-Plough /Ribapharm 1450 3. Neupogen Amgen 1350 4. Avonex Biogen 970 5. Rituxan Genentech/Idec 820 6. Enbrel Immunex/Wyeth-Ayerst 760 7. Engerix-B Genentech/GSK 740 8. Remicade Centacor 720 9. Ceredase/Cerezyme Genzyme 570 10. Betaseron Berlex Lab 530 11. Synagis Medlmmune/Abbott Lab 520 12. ReoPro Centocor/Eli Lilly 430 13. Gonal-F Serono Lab 430 Sources: Annual Reports. Chapter 1 The Basics of Investing The Case for Equities Tbbotson & Associates, an economic consulting firm, studied relative rates -"-of return over a 70-year period, beginning with the 1920s. Their research showed that equity investments have a remarkable long-term record that weathered the Great Depression, several wars, recessions and fundamental changes in the economy (see Figure 1-1). Why invest in stocks? The answer is simple: long-term performance. Based on a 20-year return (1981-2001), a dollar investment: • • • • If you had invested a dollar in Treasury bills 20 years ago, your money would have grown to $3.26. If you had invested one dollar in long-term government bonds 20 years ago, it would have grown to $9.81. If you had invested one dollar back in 1981 in large-company stocks, your dollar would have grown to $17.06 at an annual rate of return of 15.2%. And if you had invested one dollar 20 years ago into small-company stocks with a 13.8% annual rate of return, your one dollar would have matured to $13.17. 25 Stock and Bond Market Performance 1925-2001 5 iu,uuu-r s,ocks • Corporate Bonds S1 000 -• 1925 Ending Wealth Average Return S2.279 10.7% $70.90 - ^ $50.66 S22.99 S 17.19 5.8% 5.3% 4.2% 3.8% * G o v e r n m e n , Bonds • Municipal Bonds Treasury Bills 1934 1943 1952 1961 1970 1979 1988 Hypothetic.i! value ol St invested at year-end 1925 Assumes reinvestment o l Income and no transaction costs or taxes This Is (or illustrative purposes only and n o ! indicative of any investment. Past perlormnnce is no guarantee o l future results 3/1/2002. <Q 2002 Ibbotson Associates. Inc. Figure 1-1. Over Time Equity Outperforms Other Asset Classes. The Basics of Investing 27 Table 1-1. Average 20-Year Return from 1981-2001. Annual return* (%) Present worth of $1 T-bill 6.1 3.26 LT Government Bond 9.81 12.1 Large-Cap Stocks 17.06 15.2 Small-Cap Stocks 13.17 13.8 Asset Class Source: Ibbotson Associates, Inc. As this chart indicates, historically, more risk has produced a higher potential return. You will increase your return capacity by adding stocks to your investment cocktail, but the possibility of losing your initial investment becomes greater. The right mix of investments is essential, and it is important to point out that stocks are not for everyone. Assess your risk and loss tolerance with a financial advisor before investing in any growth vehicle, no matter how "safe." Let's start with some basic concepts and definitions. The Rule of 72 The Rule of 72 can help you estimate the future value of your investment based on assumed rates of growth. If you divide the expected rate of growth into the number 72, the answer equals the hypothetical number of years it may take for your investment to double in value. Formula: Number of years to potentially double your investment = 72/the growth rate. Table 1-2. Number of Years Needed to Double Your Investment. $10,000 6% (Growth Rate) 9% 12% 6 years 8 12 16 18 $40,000 $20,000 $40,000 $20,000 $20,000 $40,000 24 $80,000 $80,000 $160,000 28 The Essential Biotech Investment Guide For instance, if your expected growth rate was 6%, divide that into 72 and estimate 12 years (see Table 1-2 above). This formula, however, does not account for the fluctuation of securities, prices, investment returns and yields due to unpredictable market conditions. On this table, you can see how long it hypothetically would take $10,000 to double according to the Rule of 72. With a 6% expected growth rate, it would take 12 years to double and another 12 years to double again. Finally, at a 12% rate of return, it would take just six years to reach $20,000 and you can see how many times your money would have potentially doubled in 24 years. These statistics are intended to illustrate how long it might take to achieve your desired investment growth. The Power of Compounding Table 1-3 demonstrates the power of compounding, noting the growth of a $100 monthly investment at a 10% rate of return. Each year you do not invest, costs you the opportunity to have your investment expand, and in turn you lose your time to save for retirement. If you waited five years to get started on this investment, it would cost you $226,470 in possible return. Similarly, Figure 1-2 demonstrates that by starting early, Investor A accumulated $123,600 more than Investor B, while still investing $20,000 less because of the effects from compounding. Table 1-3. The Power of Compounding and Cost of Waiting. Investment total @ age 65 The cost of waiting 25 $584,222 $0 30 357,752 226,470 40 129,818 454,404 Age starting Saving* *Assumptions: $100 invested monthly at a 10% annual growth rate. The Basics of Investing 29 Opportunity Cost Investors have choices, and certain alternatives can prove to be more profitable than others. An individual making 2% in a money market, even though a higher return in the equity market fund is available, would be subject to an opportunity cost by having selected the investment vehicle with the lower return. If the equity market were yielding an average of 10% per year, the opportunity cost for the money market participant would equal 8%. However, do not forget the correlation between risk and return. Choosing a higher yield instrument introduces more risk to your portfolio. Relationship between Risk and Return This chart (see Figure 1-3) demonstrates the relationship between risk and return. You can increase return potential by adding stocks to the mix, but you also increase risk. Of course, where you need to be on this curve depends on your personal situation, which your financial advisor can help you determine. Dollar-Cost Averaging Dollar-cost averaging is a method of investing that requires you to invest a fixed dollar amount in chosen securities at set intervals. Buying more shares when the price is low and fewer shares when the price is high reduces the overall cost of the purchase. Dollar-cost averaging does not assure a profit and does not protect against a loss in declining market. However, it can help you set emotions aside and make regular investments regardless of the market direction. As you can see, for six periods of investing a fixed amount of $100, the number of shares purchased will vary depending on the price per share (see Table 1 -4). However, studies have shown that if the stock market has a positive expected risk premium, lump-sum investing is superior to dollar-cost averaging. As a general rule, averaging down is only recommended only if there is a good reason to continue to own the stock. Averaging up in a good 30 The Essential Biotech Investment Guide Y e a r - E n d 1980-2000 Y e a r - E n d 1990-2000 5229,300 $20 000 Z//M7/2: Investor A Total A m o u n t Invested C o m p o u n d e d Value at Y e a r - E n d 2000 Years Contributing: Annual Amount Contributed: Investor A Investor I 10 10 $2,000 $4,000 Source: Ibbotson Associates. Figure 1-2. The Power of Compounding-Hypothetical Investment in Stocks. Understanding Risk Return Cash. Equivalents Figure 1-3. The Relationship Between Risk and Return. 31 The Basics of Investing stock works better than averaging down, since you are building wealth on a successful investment. Table 1-4. An Example of Dollar-Cost Averaging. Period Purchased Amount Contributed ($) January February March April May June Totals 100 100 100 100 100 100 600 Average Price/Share Average Cosl/Share Price Per Share ($) Number of Shares 11.00 12.00 14.50 14.00 9.00 10.00 70.50 9.09 8.33 6.90 7.14 11.11 9.09 51.66 $ 11.75 ($70.50 divided by 6) $11.61 ($600 divided by 51.66) Purchasing Power and Inflation—Is a CD Really Safe? Purchasing power can be reduced by inflation. Table 1-5 shows the average annual inflation rates from December 31, 1925 to December 31, 1999. In 5, 10 and 20 years (assuming various rates of inflation), how much money will you need to equal the value of $100 today? The answer is listed in Table 1-6. Table 1-5. Annual Average Inflation From 1925 to 1999. Year % 1 10 20 2.8 2.9 4.0 50 4.0 65 4.0 32 The Essential Biotech Investment Guide Table 1-6. How Much Money You Need to Keep $100 Dollars Purchasing Power. Years 3% 4% 5 10 20 $116 $134 $181 $122 $148 $219 Inflation is not the only culprit reducing your purchasing power; taxes factor in as well. Table 1-7 demonstrates the historic return of $10,000 cash and equivalent investments' value after a 75-year growth period. Note how your return would have been reduced after accounting for inflation and taxes. Table 1-7. Historic Returns of Cash and Equivalent After Inflation and Taxes (1926-2000). Cash $10,000 Cash equivalent Minus Tax Minus Tax and Inflation Ending Balance ($) Return (%) 36,072 21,384 10,601 6.6 3.9 0.3 Holding Period and Risk The longer your time horizon, the greater the chance for your investments to produce positive returns (see figure 1-4). As indicated by the Table 1-8 below, the 74 year period ending in 1999 saw 54 years of upward movement. Therefore, as the holding periods increase, the degree of risk taken by you, the investor, may decrease. Table 1-8 also shows the years 1926 to 1999, in which stocks posted positive returns 63 times and negative returns only seven times for five years' holding period. By extending the holding period to 10 years, stocks posted positive returns 63 times and negative returns only twice. And moreover, if an investor extended the holding period to 15 years, the returns The Basics of Investing 33 would have been positive in every one of the 60 fifteen-year holding periods. Table 1-8. Holding Period and Risk. Years (1926-1999) 1 year 5 years 10 years 15 years UnmanagedSP500 Ups (+) 54 63 63 60 Downs (-) 20 7 2 0 This table portrays the volatile results of short-term investing. The information above draws a clear lesson that long-term investing with a savvy plan will be beneficial to your financial future. However, no matter how fool-proof your strategy, there are factors that cannot be ignored or controlled: inflation and taxation. Understanding Risks Every type of investing-whether it is cash instruments, stocks or bonds does come with some form of risk (see Figure 1-5). Market sentiment, inflation or a consistent decline in the stock or bond markets can affect levels of risk. Yet, because investing is ultimately the best way to meet your monetary goals, there are ways to participate in the markets and limit your risk. One way is through a strategy known as asset allocation (see Figure 1-6). Types of Risk The main risks associated with a single biotech stock are of two kinds (see Figure 8-1): systematic and non-systematic risks. 34 The Essential Biotech Investment Guide Holding Period Risk for Annual Real Returns Historical Data and Random Walk (Dashed Line) 1802-2000 2C>: 1 • Aciual Slocks 1 1,„ a Actual Bonds • Aciual Bills 16% \ 16* 14° 12% Risk " 8V .1il l l l l l . l 10°, - Holding Period .. Stocks for the long Rim rj Jeremy J. Sie^el Figure 1-4. Holding Period and Return. Typical Investment Portfolios Aggressive (iitmih C a p i t a ] \|>pr.viiilii»n I Onfgfl MIKLHOIW PBrtfiiHu* Mtdtam m l j r , r ' fp $4rjdl • ! Total Return i IfitiflnXl r<lflllj«r. I A-wl U l n . m » a i IlllUin Figure 1-5. Investment Pyramid-Relationship Between Risk and Return. The Basics of Investing 35 Systematic risk, or "market risk," which relates to the economic situation in general. It cannot be eliminated. Non-systematic risk, or "firm-specific risk," which relates to a particular biotech firm. It can be eliminated. One way to eliminate it is by diversifying (that is holding 40 or more diversified stocks). Eliminating non-systematic risk reduces the volatility of the overall portfolio compared with the average individual biotech stock. This action preserves accumulated wealth. Diversification-Minimizing Your investment Risk Since there are a wide variety of investment vehicles available, you should make financial diversity your top priority. Stocks and bonds are perhaps the most common, and a good place to start. However, diversity is possible within an investment class such as corporate and government bonds, domestic and foreign stocks, and companies with different market capitalizations. Your advisor is there to help you construct a well-balanced program (see Figures 1-6 and 1-7). By Risk Level There are a variety of securities that you can invest in. Not only are there stocks and bonds, but there are different kinds of stocks and bonds such as corporate and government bonds, both domestic and foreign (see Figure 18). By Sector and Industry The S&P 500 includes over 100 industry groups, which are generally categorized into 10 market sectors (see Table 1-9). Ideally all sectors should be represented in each portfolio. However, depending on market condition, it may be advisable to overweight some sectors more than others. Major investment firms have recommendations from time to time and usually have their preferences. 3G The Essential Biotech Investment Guide Figure 1-6. Asset Allocation Among Classes. The Investor's Investment Pie ^^m BONDS ^ ^ ^ us so% M •B M STOCKS ... value Growth CASH International 20% Figure 1-7. Diversification Among Stock, Bond and Money Markets The Basics of Investing 37 Figure 1-8. Diversification Among Bonds Table 1-9. S&P 500 Sectors. S&P 500 Market Sectors Representative Industries Consumer Discretionary Auto, Consumer Durable, Hotel Restaurant, Media, Retail Food, Beverage &Tobacco, Drug Retailing Oil, Gas Banks, Insurance, Real Estate, and Financials Pharmaceuticals & Biotechnology, Health Care Equipment & Services Capital Goods, Transportation, Commercial Services Software & Services, Technology Hardware/Equipment Metals, Mining, Paper & Forest Products Consumer Stable Energy Financial Health Care Industrials Information Technology Materials Telecommunication Services Utilities Wireless, Telecom Services Gas and Electric Utilities 38 The Essential Biotech Investment Guide By Geographic Region Stocks can also vary as to their geographical location. For example, these two figures compares different styles of investing in stocks, foreign stocks and small companies. Diversification is critical and offsets changes in company leadership and unpredictable economics, (see Figure 1-6 and 1-7). By Market Capitalization The stocks of the companies with different sizes tend to perform differently. Traditionally, large-cap stocks have less risk than small-cap stocks. Smallcap is typically defined as stocks with a market cap of less than $500 million. Mid-cap is between $100 million to $5 billion and large-cap is a stock with a market cap more than $5 billion. Again, the historic returns of different caps are different. Past Reasons for Not Investing 1950 1958 1963 1978 1982 1990 Korean War Recession Kennedy Assassinated Vietnam War Spreads Interest Rates Rise Worst Recession in 40 Years Persian Gulf Crisis 1993 1994 1997 1998 Health Care Reform Fed Raises Interest Rates 6 Times Asian Financial Crisis Russian Financial Crisis, Clinton Impeachment The power of compounding, getting started on your investments now are essential. Unfortunately, all too often people find reasons not to get started. Here are only a few of them listed above. Governmental affairs, politics, healthcare reform and plain procrastination are valid excuses for delaying the investment process. Year after year, people think of reasons why they should not invest in the stock market. And year after year, the stock market has outperformed virtually all other investment opportunities. We'd all agree an unstable economy is certainly frightening. However, why The Basics of Investing 39 not look at the statistics? Over time, investing has been profitable. Though past performance cannot absolutely guarantee a future result, time costs nothing, and patience is valued. Historic Return and How Much Return One Should Expect Mean Reversion. In the long run, there appears that, there is a tendency for the overall growth rate of a company and industry sales to regree to the overall mean growth rate of the economy. Therefore, one should expect normal annual equity return to be 7-12%. If you invested your first dollar in the stock market after October 1990, you may respond differently to a market decline than an investor who started in the 1970s. The 1990s bull market had an uncharacteristic and continual ascent until very recently. From January of 1990 to December 31, 1998, the unmanaged Dow Jones Industrial Average jumped from 2,810 to 9,181 points. This steady rise explains why recent investors have unrealistic expectations of market returns. After all, four out of every five dollars in equity funds have never seen a 20% correction (crash). Conversely, history dictates that in one out of every three years, the market has experienced a down year. Since 1900, the stock market has posted positive annual returns for 69 years, advancing two out of every three years with an average annual gain of 22.49%; the other 31 years were met with negative returns at the year's end. Fifty-five of those sixty-nine years have had double-digit returns recorded in year-end performance tallies. These statistics pose a great argument for long-term investing. However, market volatility can significantly impact short-term performance. Results of an investment made today may differ substantially from the historical performance shown. Technical Analysis When combined with sound fundamental analysis, technical analysis can be helpful in stock selection, when it comes to timing purchases and sales. Reading stock charts may seem a daunting and the terminology of the technicians intimidating. Appendix A may give you some guidelines for 40 The Essential Biotech Investment Guide your own chart interpretation and the basis for understanding. You need to learn to interpret when the trend of a specific stock or market. As someone in the Wall Street once said: "Never go against the trend." Investment Vehicles Available to Achieve Your Goals One has to ask the following questions: As an investor, what do I want to achieve? Investors' long-term financial goals have not changed much over the years: buying a home, for example, maybe two, putting your children through college and retiring when you want, the way you want, are the most common goals. What has changed is the way in which adults prepare to meet these monetary challenges. Low-interest savings accounts are no longer providing people with the necessary returns they need. There are a vast array of investment instruments from which to choose and they can be overwhelming, however, the following should make it easier to navigate among them and make the appropriate choice. Vehicle One: Stocks If You Don't Own a Biotech Business, Here Is a Way to Own a Fraction of One Corporations raise capital through the sale of stock. Buying stock in the corporation gives you a fractional ownership in the business. Understanding Biotech Initial Public Offerings (IPOs) For example, ABC Biotech Inc. needs to raise 10 million dollars to help finish the development of its product, the "cancer drug." For the first time, the company decides to issue stock through an initial public offering, or IPO. The company's board of directors, working with an investment bank, issues 1,000,000 shares of common stock. That means that each share is priced at $10. You, as a biotech investor, like the idea of a cancer drug that cures the disease, so you decide to invest in ABC Biotech by buying 100 shares. Now The Basics of Investing 41 you own $1000 worth of ABC Biotech Inc. Consequently, these shares of ABC Biotech start to trade in the Over the Counter (OTC) market. You're hoping, as the news of the company's product spreads, the value of the company's stock will rise. Any biotech company's stock price tends to react to news about its product and profitability. For instance, if the company issues a report that says it anticipates a strategic alliance with a major pharmaceutical giant to fund and market the cancer drug candidate, more investors will want to invest in ABC Biotech. This news increases demands for the shares, driving up the price. As a result, your shares of ABC Biotech are now trading at a price of $80 each, as opposed to the initial $10. Now you will have two alternatives: one, you could sell your shares, at a $70 profit. Or secondly, if you believe that one day there will be this "cancer drug" in every hospital and in every house in America, you could hold on to your shares of ABC Biotech and see whether its value will continue to increase. Buying and Selling in the Markets Keep in mind that there is always risk when buying or selling stock. Companies may encounter obstacles, a poor economy or bad press, and this will ultimately affect their stock price. If ABC Biotech started to sell its cancer drug, and discovered that it has unexpected side effects, the value of the company and your shares will simultaneously decline. Your shares may now trade below $10. Tracking the Stock: Be Sure to Compare Your Performance with Biotech or S&P 500 Benchmarks It can also be useful to compare the performance of stocks against certain broad stock market indices. The most well known index is the Dow Jones Industrial Average. It is important to keep in mind that the Dow Jones Industrial Average is composed of only 30 stocks. These particular stocks are large-capitalization, "blue chip" stocks that represent a selected sampling across industrial sectors. Their performance, and therefore that of the Dow, may not accurately reflect the performance of other stocks. Perhaps your portfolio more closely mirrors the Standard & Poor's 500. The 42 The Essential Biotech Investment Guide S&P 500 is an index that includes 400 industrial, 40 utility, 40 financial and 20 transportation companies across all the major exchanges. If your portfolio is heavily weighted in technology, you should track the NASDAQ Composite Index, which is generally composed of smaller-capitalization stocks. Depending upon the types of stocks or equity funds you own, you may have to look at more than just the major indices for an accurate assessment of your portfolio's performance. Buy-and-Hold Investing vs. Tactical Stocks Buy and hold stocks. These are the stocks in your portfolio for the long haul. They are onedecision stocks: to buy and hold. There are good reasons for this approach, (1) No other strategy has beaten this one including transaction costs and taxes. (2) Longer holding period decreases vitality. (3) Timing the market has been difficult. (4) Historically bull markets last 3-4 times longer than bear market. (5) Over time, then stocks have rebounded to historical high. Bought to be sold. Some stocks can also play a role in a diversified portfolio. They are two decision stocks: to buy and sell at a foreseeable point in the future. Cyclical stocks are a prime example—bought to be sold. Your ability to identify economic cycles and the industrial sectors likely to perform well is very critical here. The Basics of Investing 43 Useful Definitions and Terms Stock is a fractional portion of ownership in a company, priced by the market. Blue-chip stocks usually have a steady history of paying dividends, and tend to be less volatile due to the established nature of the companies. Growth stocks have an above average level of capital appreciation, are often volatile, and usually don't pay dividends. Income stocks have historically paid above-average dividends and have potential for capital appreciation. Value stocks can be purchased for low prices relative to their perceived value. Market capitalization equals the number of outstanding shares of a company's stock multiplied by its market price. Large-, mid- and small-cap stocks are defined in terms of their market capitalization. Small-cap companies have a market cap below $500MM and typically have a higher level of volatility. The Mid-cap range is $500MM to $5B. Cyclical stocks are sensitive to changes in the economy. When the economy is growing, they tend to do well. When economy falls, they fall as well. Defensive stocks are stocks that are not sensitive to the economic cycle. Their prices tend to remain stable or even rise when the economy slows down. 52-Week High/Low is a stock's highest and lowest daily closing prices reported during the preceding 5 2-week period plus the current week. Dividend is the annualized dividend rate for each share of stock based on the most recent declaration. Yield, or return per share of stock, is calculated by dividing the annual dividend per share by the current market price. P/E Ratio the price/earnings ratio, calculated by dividing the closing market price by the company's per share earnings for the trailing 12 months. Sales 100s trading volume, or sales, is printed generally in 100-share increments. High/Low indicates the trading price range on that day. Close indicates the closing price on that day. Net Change is net change, or the dollar amount by which the closing price per share advanced or declined from that of the previous trading day. 44 The Essential Biotech Investment Guide Vehicle Two: Bonds Bonds, another basic class of investment, offer a different situation. You are now the lender, and the corporation, government or municipality is borrowing from you. Essentially, a bond is an IOU from a corporation, a government or a municipality. These entities issue bonds to raise funds. When you buy a bond, the issuer of the bond promises to pay you a certain amount of interest, usually each month, based on the bond's interest rate. For that reason, a bond can be a good way to help assure a steady—or fixed stream of income. Bonds generally offer higher current income with less volatility than stocks, but have less potential for capital appreciation. People who buy bonds are often referred to asfixed-incomeinvestors and bonds are referred to as fixed-income securities. The value of a bond will fluctuate in response to a variety of factors including changes in interest rates and the financial condition of the issuers. Bonds have three important components: Coupon Rate: The fixed amount of interest the bond issuer promises to pay to you, the lender, over a fixed time period. Maturity Date: The date on which a loan or bond comes due and is to be paid off by the issuer. Par Value: The face value or principal value of a bond, typically $1,000. There are three types of bonds: Corporate Bonds: While most major corporations issue bonds, the greatest portion of corporate debt is issued by public utilities. Government Bonds: There are three major classifications. The first includes Treasury bills, Treasury notes, and Treasury bonds. The second classification includes securities issued by U.S. federal agencies. The third are issues of federally authorized agencies. Municipal Bonds: These are issued by states, territories and possessions of the US, as well as other political subdivisions (counties, cities, school districts, sewer authorities, and other public bodies). The Basics of Investing 45 High-Yield Bond Fund A high-yield fund typically seeks to maximize total return by investing in a diversified portfolio of high yield fixed income securities that offer a yield above that generally available on debt securities in the four highest rating categories of the recognized rating services. To mitigate these risks, the fund can diversify its holdings by issuer, industry, and credit quality. Since this type of bond fund has high risk, one should invest a small portion of noe's assets in bonds of corporations with the strongest industry positions and favorable outlook for growth of cash flow and asset value. Vehicle Three: Cash The third general category of investments is cash. Cash can be in the form of money market securities, Treasury bills, or short-term certificates of deposit. Because these debt securities have shorter maturaties, they typically provide a more stable investment value along with current-interest income. A general "rule of thumb" is that you should have at least three months' worth of living expenses in cash, but this amount has to be determined by looking at your specific needs for liquidity and risk tolerance. Vehicle Four: Mutual Funds Professionally Managed Investment Portfolios In addition to asset allocation, there are a number of professionally managed vehicles that offer the opportunity for diversification. Mutual funds, investment companies that are professionally managed and pool large amounts of investors' assets together, are often appropriate for many people. Each fund has a professional money manager who manages the fund according to its own objective: Long-term growth or high current incomes are just a few of the possibilities. Mutual funds offer: 46 The Essential Biotech Investment Guide Diversification: Portfolios have risk spread among different securities, sectors, and markets. Professional Management: Professional managers and teams of research analysts, who have in-depth knowledge of the financial markets, securities and companies in which they invest, handle investment decisions within the fund. Regulation and Disclosure: A mutual fund cannot be issued without a prospectus, and must adhere to its published objectives. Choice: Investors have access to a multitude of financial markets through mutual fund investing. Liquidity: Shares can be sold on any business day to provide funds to meet unexpected emergencies. The value of individual investments within a portfolio fluctuates on a daily basis and can be affected by numerous circumstances: • Changes in interest rates • General market conditions • Political, social, and economic developments • Matters relative to the securities in which the fund invests. If you redeem your shares when their value is below that for which you bought them, you will suffer a loss. In addition, when purchasing a mutual fund there is often a sales charge, load or fee associated with the sale. Mutual funds are sold only by prospectus. This document discusses the fund's risks, charges and expenses. Before investing in a mutual fund, read the prospectus carefully. Vehicle Five: Unit Investment Trust A unit investment trust (such as healthcare and pharmaceutical UITs) is a registered investment company that buys and holds a relatively fixed The Basics of Investing 47 portfolio of stocks, bonds, or other securities for a stated amount of time. Units in the trust are sold to investors who receive a share of principal and interest or dividends. This type of investment company is established under an indenture or similar accord instrument, and trustees supervise the management of the company. UIT issue only redeemable securities, each of which represents an undivided interest in a unit of specific securities. Unit holders receive a proportionate share of net income from the underlying investments. The portfolio generally remains fixed for the life of the trust-the securities do not change. Also, UITs are not managed; therefore, securities in the trust are not sold to take advantage of various market conditions to improve the trust's value. UITs are sold by prospectus only. Vehicle Six: Managed Accounts You Select the Manager and They Manage Your Money For the individual investor, professional management has often proven to be a sensible way to navigate the complexities of the financial markets. Management money is a full time job. The right manager can relieve you of daily and burdensome investment decisions. A mutual fund may be a good place to start when considering this kind of investment. Vehicle Seven: Alternative Investment Alternative investments include venture capital, private equity and hedge funds. There are only for qualified accredited investor and institution only. We shall have more detailed discussion later. Asset Allocation An asset allocation strategy should be based on diversity, time horizon, investment goals, and risk tolerance. This strategy involves dividing your savings among different asset classes (usually stocks, bonds, and cash 48 The Essential Biotech Investment Guide equivalents). Since no single asset class performs well in all economic environments, a diversified portfolio may help offset losses, reduce your overall portfolio risk, and potentially achieve a more consistent long-term performance (see Figure 1-6). Proper asset allocation involves diversifying within each asset class as well. Hypothetically, the stock portion of your portfolio might include small and large capitalization stocks, value and growth stocks, and domestic and international stocks. As different types of equities have varying levels of performance dependent upon economic and market factors, asset allocation helps to smooth out or potentially increase a portfolio's return. Nonetheless, true diversification is only achieved within a portfolio when it includes international and domestic securities. Long-term, international investments can form a valuable part of a plan to help reduce overall portfolio risk. International investing does involve some additional risks such as currency fluctuations, political and economic developments. You may want to consider using a professionally managed instrument to incorporate international securities in your asset allocation mix. Managing Your Portfolio and Wealth A Three-Step Process Which investments are appropriate for you, and how can you create a longterm program? The three steps listed below serves as a guide to the process to help you achieve your goals. 1. Establish a plan that considers your goals, objectives, and risk tolerance. Assess your constrain(s) such as asset levels, income, debts and expenses. Determine the difference between your immediate and longterm goals. You must determine your investment styles, which can be value, growth, blend of growth and value, GARP (growth at a reasonable price, or PEG/PEGY), and Core Holding (Buy and Hold). Have a written investment policy statement and maintain realistic expectations. The Basics of Investing 49 2. Select investment to develop the actual plan to fund your goals. Determine the appropriate asset allocation—the percentage in the stock, the bond, and the cash. A good rule of thumb to follow is: % of Cash and Bond = your age. For example, thirty-year olds would place 30% in cash plus bond, and 70% in stocks. One can minimize risk through diversifying your portfolio by risk level, sector, geographic region, and market capitalization. 3. Review and adjust your portfolio periodically. Allow your situation to evolve. Most goals are dynamic and will change over time. Revisit your strategies often, and as necessary. Review the asset allocation, stock performance, check, and re-balancing the dollar and sector weighting. Know when to sell, sell to take tax loss, when it is wise to use stop-loss discipline and dollar-cost averaging. This page is intentionally left blank Chapter 2 An Introduction to Biotechnology and Genomics \ \ T h a t is a gene? A simple definition is that a gene is a sequence of ™ » nucleotides that specifies the sequence of an RNA or protein. A more complicated definition is that a gene is a physical and functional unit of heredity, which carries information from one generation to the next. In molecular terms, it is the entire DNA sequence-including exons, introns and noncoding transcription-control regions that are necessary for production of a functional protein or RNA. In essence, a gene is pure digital informationsequences based on a four-letter code (A, T, G, C). A gene is a portion of chromosomal material that potentially lasts for enough generations to serve as a unit of natural selection. Chromosomes are made up of deoxyribonucleic acid (DNA). Two chromosomal strands bind and wrap around each other, giving the bound chromosomal strands the "double-helix" shape that biophysicists James D. Watson and Francis H.C. Crick discovered in 1953 (Figure 2-1). Weak hydrogen bonds, which resemble rings on a ladder, hold the strands together. Most human cells have 46 chromosomes, including one pair of sex chromosomes and 22 pairs of autosomes, which have no role in sex determination. Each chromosomal strand is made up of four DNA bases, or nucleotides: Adenine (A), thymine (T), guanine (G), and cytosine (C). Although there are about 2.9 billion base pairs on the 46 human chromosomes, only three percent of these base pairs 51 52 The Essential Biotech Investment Guide encode for genes, while the rest are usually labeled as "junk DNA" because of no known function. The human genome is estimated to contain about 30,000 to 40,000 genes. Gene expression is defined as the process by which genetic information stored in DNA is used to direct the synthesis of RNA and proteins. The Central Dogma was proposed by Francis Crick in 1957. The main idea in the central dogma is that genetic information flows from DNA to RNA to proteins. The crucial point is that once the information passes into proteins, it cannot get out. The current version of the Central Dogma diagram includes reverse transcription and protein folding. The discovery of reverse transcriptase, an enzyme that uses the RNA template to make a complementary DNA strand, completed the cycle by adding an arrow from RNA back to DNA (see Figure 2-2). Figure 2-1. DNA Structure. An Introduction to Biotechnology and Genomics 53 Diagrams of the Central Dogma ^ Circa DNA i;;;!iii;;;;;;ii;;;jjj|l?> RNA. — " : : ' ^ Protein 1957 O v —DNA -^ *• t - RNA • A Protein Circa 1970, solid arrows=transfers that occur in all cells, Dotted arrows=transfers that occur in special cases Figure 2-2. The Central Dogma. The complete genetic makeup of an individual is known as its genotype. The way in which the genotype expresses itself (physical traits) is called its phenotype. The genotypes of all humans are 99.9 percent identical, while the remaining 0.1 percent difference in an individual's genetic makeup accounts for their uniqueness (phenotypes). These genetic differences often come in the form of Single Nucleotide Polymorphisms (SNPs), because a single nucleotide in a base pair can be different between two individuals. Some SNPs are linked to certain diseases, making them excellent genetic landmarks for disease gene hunting. Genetic variations might also explain why a given drug works well with some patients, but not with others. The science associated with customizing treatments to individual genetic variations is known as pharmacogenomics (personalized medicine). 54 The Essential Biotech Investment Guide Genes express themselves by forming proteins, which are large molecules that give the body structure and carry out its functions. Examples of proteins include enzymes (which catalyze chemical reactions in cells); antibodies (produced in the immune system to fight infection when antigens invade the body), and hormones (which regulate functions such as growth and reproduction). Genes produce these proteins via transcription process. During transcription, two strands of DNA are separated, allowing the RNA polymerase to move along a DNA strand and copy nucleotides that make up the gene to form a molecule of messenger RNA (mRNA). When this transcription process is complete, mRNA then migrates outside the nucleus and into the cytoplasm of the cell. Here, the string of bases is exposed to the ribosome, an organelle that carries out the work of translation—the process of carrying out the nucleotides' instructions to form a protein (see Figure 2-3). Each string of three bases (known as a codori) of mRNA codes for a specific amino acid—the molecules that form proteins. As the bases perform this coding function, a molecule of transfer RNA (tRNA) carries the appropriate amino acid bases to the ribosome. The various amino acids (each of which was coded for by a different set of codons) are then strung together by the ribosome to form a protein. Drugs sometimes work by inhibiting or amplifying the function of a specific protein target. Therefore, analysis of gene products, the proteins, can drastically improve the process of drug discovery. With the near-finished sequence of the human genome, it is now possible to identify proteins rapidly. In time, the number of potential drug targets will be closer to 5,000 than the 500 of today. And in some cases, these newly discovered proteins could serve as the drugs themselves. Today, genomics companies are racing to take advantage of these advances, developing platform technologies to identify genes, the SNPs associated with disease, and producing drug candidates that attack these newly discovered targets. An Introduction to Biotechnology and Genomics 55 Human Genome Program. U.S. Department of Energy. Genomics and Its Impact on Medicine and Society: A 2001 Primer. 2001 Figure 2-3. Protein Translation. When Celera Genomics Group announced last June that it had sequenced nearly all of the human genome, it sparked new interest in a field that promises to transform health care. The sequencing—which Celera and publicly funded Human Genome Project have nearly completed—could allow scientists to one day defeat the most defiant disease and tailor treatments to individual patients. The real race in genomics today, a race in which Celera, Human Genome Sciences, and Millennium participate, is to find ways to use this data to diagnose disease and develop new drugs. Recent advances in genomic sequencing and research accumulated a large amount of biological data measured by size and complexity. The Fletcher law postulated in 1974, a functional equivalent of Moore law received recognition recetly as the growth of Genbank sequences and data doubles every 18-24 months (see Figure 2-4). 56 The Essentia/ Biotech (nvesfmenf Guide Bioinformatics, a new field in biology that emerged after the human genome project, has attracted unprecedented attention from investors in this postgenomic era. Often referred as Computational Biology, Genomics, or in silico Biology, Bioinformatics deals with computer archiving, accession, manipulation, dissemination, and analysis of biological data with computer. For instance, the annotation of the human genome, which means to discover, describe, and assign sequence structures, functions, disease relation, expression patterns, protein structures, variations, and gene interaction, to all known and unknown genes, requires sophisticated mathematics algorithms and superb computational power. Celera Genomics and its competitor, Incyte Genomics, claim that they both have arguably the most powerful computer systems in the world besides NASA. Pharmaceutical and biotech companies in the United States and around the globe almost all have their own propritary genomics/bioinformatics divisions. In this new century, the rush to hunt down each disease-related gene and genes that cause aging or intelligence, and to develop drugs and cures for all human diseases and overall improve human life, is the challenge that bioinformatics would provide the answer to. Symbols for US public traded biotech companies are listed in Table 2-1. Table 2-2 breaks biotech companies by type of technologies and applications. Figure 2-5 depicts a simplified version of inter-relationship of life sciences technologies and their relationship to commercialization/drug discovery and development processes. Protein as Drugs. Proteins are biologic macromolecules that carry out almost all of the activities of cells. Proteins can be used as therapeutics, drug targets, diagnostics, marker and vaccines. Proteomics is the study of proteins. Amgen's blockbuster lead product is a protein drug. Antibody and light produced antibodies antibodies as Drugs. Antibodies are Y-shaped proteins composed of heavy chains with antigen binding and constant regions. They are by B-cells. Each B-cell makes a unique antibody. A few have been approved as drug in the past, and the market of as drugs is immense. An Introduction to Biotechnology and Genomics 57 Genetic Therapy Drugs. With four products in Phase III trials, genetic therapy could be the next wave of biotech commercialization with the help of cloning the right gene and using the right vectors. Enabling Technology Platforms. These are toolbox technologies companies that can sell technology and services to other biotech and pharmaceutical companies. These novel technologies can produce a database relating to structure, function, and drug candidates or can be used to analyze a variety of diseases for potential cures. Growth of GenBank 15000 13(500 12000 10500 9000 7000 eooo 4600 3000 1S00 0 19S2 1985 1988 1991 1994 199T 2000 Figure 2-4. Growth of Biological Data. <= £ The Essential Biotech Investment Guide 58 Table 2-1. Selected Biotech Stocks and Their Symbols. Company 3D Pharma Abgenix Aclara Biosci Adv Tissue Sci Affymetrix Alberny Mol Alexion Pharma Alkermes Alliance Amgen Amylin Antigenics Aphton Arena ArQuIe Array Atrix Labs Avant Immuneo AVI BioPharm Avigen Aviron Biogen BioMarin Biomira Biopure Bioreliance Bio-Tech General Biotime Biotransplant Celera Celgene Cell Genesys Cell Therapeutics Cellegy Pharma Cephalon Cepheid Cerus Chiron Cholestech CIMA Labs CollaGenex Collateral Thera Connetics Corp Cor Thera Corixa Corvas Crucell Symbol Company DDDP ABGX ACLA ATIS AFFX AMRI ALXN ALKS ALLPD AMGN AMLN AGEN APHT ARNA ARQL ARRY ATRX AVAN AVII AVGN AVIR BGEN BMRN BIOM BPUR BREL BTGC BTX BTRN CRA CELG CEGE CT1C CLGY CEPH CPHD CERS CHIR CTEC CIMA CGPI CLTX CNCT CORK CRXA CVAS CRXL Immunogen Immunomedic Incyte Genomecs Inhale Ther System Inspire Pharm Integra LifeSci InterMune Interneuron Introgen Invitrogen Isis Pharm Kosan La Jolla Pharma Lexicon Lifecore Bio Ligand LION Biosci Martek Bio Maxygen Medarex Medlmmune Millennium Mirivant Myriad Genetics NABI Nanogen NaPro Biother NeoPharm Neose tech Neurocrine Biosci Neurogen Northfield Labs Novavax NFS Pharm Onyx Pharm OraSure Tech Orchid Organogenesis Ortec Intl OSI Pharma Paradigm Genetics Pharma Prod Dev Pharmacopeia Pharmacyciics Progenies Pharma Protein Design Lab Qiagen Symbol IMGN IMMU INCY INHL ISPH IART ITMN IPIC INGN IVGN ISIS KOSN UPC LEXG LCBM LGND LEON MATK MAXY MEDX MEDI MLNM MRVT MYGN NABI NGEN NPRO NEOL NTEC NBIX NRGN NFLD NVAX NPSP ONXX OSUR ORCH ORG ORTC OSIP PDGM PPDI PCOP PCYC PGNX PDLI QGENF (continues) An Introduction to Biotechnology and Genomics 59 Table 2-1 (continued) Company Cubist Pharm Curagen CV Therapeutics Cygus DeCODE Dendtreon DepoMed Digene Diversa DUSA Pharma Dyax Embrex Emisphere Entremed Enzo Biochem Enzon Epix Medical Esperion Exact Sciences Exelixis Gene Logic Genelabs Genetech Genome Therap Genta Genzyme Genz Mol OncI Geron Gilead Sciences Guilford Pharma Human Genome Sci Hyseq ICOS IDEC Phama Idexx Lab IGEN ILEX Oncology ImClone Sys Immtech Immucor Immunex Symbol CBST CRGN CVTX CYGN DCGN DNDN DMI DIGE DVSA DUSA DYAX EMBX EMIS ENMD ENZ ENZN EPIX ESPR EXAS EXEL GLGC GNLB DNA GENE GNTA GENZ GZMO GERN GILD GLFD HGSI HYSQ ICOS IDPH IDXX IGEN ILXO IMCL IMMT BLUD IMNX Company Regeneration Regeneron Ribozyme Rigel Sangamo SangStat Med Scios Sepracor Sequenom Sicor Supergen Synaptic Pharma Tanox Telik Texas Biotech Third Wave Tech Titan Pharma Transgenomic Transkaryotic Trimeris Tripos Tularik United Thera UroCor V.I. Tech VaxGen Versicor Vertex Pharma Vical Viropharma Visible Genetics Vysis XOMA Symbol RTIX REGN RZYN RIGL SGMO SANG SCIO SEPR SQNM SCRI SUPG SNAP TNOX TELK TXBI TWTI TTP TBIO TKTX TRMS TRPS TLRK UTHR UCOR VITX VXGN VERS VRTX VICL VPHM VGIN VYSI XOMA 60 The Essential Biotech Investment Guide Table 2-2. Biotech Companies by Type of Technologies or Applications. Type of Biotech Companies Examples of Public companies Angiogenesis Antibodies EntreMed Antisense Drug Discovery ISIS Pharmaceuticals Autoimmune/Inflammation Bioinformatics Abgenix, Celgene Corp., ICOS, Biopharmaceuticals Alkermes, Genzyme General, Human Genome Sciences Blood Products Biopure Corp. Cancer Ligand Pharmaceuticals, Gezyme Molecular Oncology, Carbohydrate Chemistry BioMarin Pharmaceuticals, Neose Pharmaceuticals Cardiovascular Sangamo Biosciences, Genzyme Biosurgery Adv. Tissue Sciences Cell Therapy Abgenix, Cambridge Antibody Technology, Medrex Curagene Corp., Hyseq Inc., ZymoGenetics Chemistry-combinatorial ArQules, Ribozyme Pharmaceuticals, Tripos Inc. Computational Chemistry/Biology Dermatology Cubist Pharmaceuticals, Tripos Connetics Corp, Ligand Pharmaceuticals Diagnostics Drug Delivery Alliances Pharmaceuticals, Alkermes, Cell Therapies, Inhale Therapeutics, Target Genetics. Drug Discovery ArQules, Inc., ISIS Pharmaceuticals, Tularik Inc. Enhanced Peptide Drugs ConjuChem Inc. Functional Genetics Lexicon Genetics Inc., Sangamo BioSciences, Inc. Functional Genomics Paradigm Genetics Gene/Cell Therapy Target Genetics Corp, Geron Corp., Cell Genesys, Inc. (continues) An Introduction to Biotechnology and Genomics Table 2-2 (continued) Genomics Diversa Corp., Exelixis, Genome Therapeutics., LION Biosciences, Genomics Drug discovery High Throughput Screening Tularik Inc. 3-Dimentional Pharmaceuticals, Pharmacopeia, Inc. Immunology Antigenics Inc. Immunotherapy Biomira Infectious Disease Cubist Pgarmaceuticald, Inc., InterMune Pharmaceuticals. Lipids Liposome Metabolic NPS Pharmaceuticals, Telik, Inc. Paradigm Genetics Caliper Microfluidics Natural Products Cubist Pharmaceuticals Neurological Guilford Pharmaceuticals, Neurogen Corp. Nucleo tide-based Gilead, Isis Nutraceuticals Pain Progenies Pharmaceuticals Neose Technologies, Orapharma, Inc. Pharmacogenetics Orchid BioSciences, Inc. Pharmacogenomics Protein Glycosylation Variagenics Neose Technologies Proteomics Lyns Therapeutics SNPs Orchild BioSciecnes Inc. Structural Biology BioCryst, Vertex Gezyme Transgenics Corp., LION Biosciecnes Services Transplant Therapeutic vaccines Dendreon BioTransplant Inc. Vaccines Cytovax Biotechnologies Inc. (h Undertandlng Life SctenceJBlotechnologyTechnologies GenoSequencfng. Hlgti-ttirouohput, DataBase and Mining fGenaScsJ (Genomics CTQ 3 e CD a Single Nucleotides, Resfrlctfon Enzyme analysis Pi CO Co CD a 03 CO o' cS" H en o & =r ao 3" 5 o* cro •-< o sr 3 Co Combinatorial Chemistry, Solid Phase Chemistry, Parallel Systhasls, Splitamf Pool Syathasls I Chapter 3 Understanding Biotechnology Invention and the FDA Approval Process Part I: Biotechnology Inventions and Patents A patent is a grant from the federal government that entitles the patent owner to prevent others from practicing an invention for a limited period of time. Practicing an invention includes making, using, or selling the patented product or process. For U.S. utility and plant patents, the protection expires 20 years after the application is filed. The counterpart for such protection is that the public gets access to the information in the patent and is able to practice the invention, once legally entitled to do so. There may be some restrictions to the practice of an invention. For example, it may hamper another patent owner's rights, or it may require a federal approval (i.e., the FDA approval). Benefits of Patents When a patent is issued, society is able to learn about the invention. This is so because, at that time, publication of the patent is mandatory. Patent 63 64 The Essential Biotech Investment Guide owners have several opportunities to take advantage of the commercial value of the patent: 1. They can sell the patent outright. 2. They can produce and sell the products themselves, thus benefiting from the monopoly rights derived from the patent. 3. They can license or grant their rights to a third party. Patents allow the development of products that otherwise could not be invented because they require a very expensive research process. Through the protection granted by the patent, the owner can recover the costs involved in bringing the product to market. Patents are a motivation for others to invent more around the patent, thus further benefiting society as a whole. When a patent expires, society still benefits from the invention as products continue to be commercialized by the original developer and other manufacturers. Patentable Inventions A patentable invention is "any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement thereof." Examples are. chemical processes, methods of making and using genetically engineered products as well as the products themselves, and plants or new life forms. Three Criteria for Patentability: 1. Does the invention have utility? It need not be superior to other means or have commercial value. However, the usefulness of the invention cannot be only for academic study. 2. Is the invention novel? No one has done the same thing before. 3. Is the invention obvious? It must not be obvious. A person having ordinary skill in the art-that is a person with general knowledge in the field of the invention-does not find the invention obvious at the time the invention is made. Biotech Invention and the FDA Approval Process Three Parts of a Patent Application: 1. A Specification The specification comprises one or more claims for the invention, which describe the essential elements and the specific features of the invention. Claims are important because they provide a basis for legal enforcement of the patent. Approval of the patent owner is required to practice the claims. 2. A Drawing (if necessary) 3. An Oath by the Inventor Inventorship and co-inventorship: Inventship must be distinguished from authorship. An "independent conceptual contribution" to the invention is required in order to qualify as an "inventor" or "co-inventor" if there is more than one inventor. More specifically, one should concentrate on the claims to see whether the person has made an original, conceptual contribution to any element of the claim (co-inventor) or to all claims (inventor). Patent law defines conception of the invention as "the formation in the mind of the inventor of a definite and permanent idea of the complete and operative invention as it is to be applied in practice thereafter." An invention is complete and operative "if the inventor is able to make a disclosure which would enable a person of ordinary skill in the art to construct or use the invention without extensive research or experimentation." Only inventors or co-inventors may file an application to have a patent issued in their names. It is important to specify accurately all legal inventors since failure to do so may be a basis for invalidating the patent or even be qualified as fraud against the Patent Office. Three Ways to Recognize Personal Contribution to an Invention: 1. By designation as one of the legal inventors in whose names the patent will be issued. 2. By participation through sharing in any income from commercialization of the invention. 65 66 The Essential Biotech Investment Guide 3. By recognition through publications and presentations. Whereas law strictly regulates the title of "inventor," financial returns can be freely attributed by the owner or by university policy to reward other meritorious contributors. University policy may assign only a share of the income to the inventor. Invention recognition and disclosure: An invention may be recognized at the end of an experiment or inquiry. The presentation of a manuscript is usually accepted as recognition of the invention. Once the invention is divulged to the public, patent rights may be lost. Consequently, it is recommended that whenever researchers believe that the discovery meets the three invention criteria, they should file a disclosure form to preserve their future rights to commercialize the patented product(s). Loss of patent rights by publication: Once an invention is disclosed to the public, the inventor may still file a U.S. patent application within the year following the release. Failure to do so implies that the inventor surrenders the patent rights. Most foreign countries exclude any filing of a patent application after public release. Preservation of patent rights: It is important for companies to protect their patent rights. Therefore, they should file a US patent application before the public has access to the invention. Market exclusivity granted by the patent is the only way companies can recoup the money they spent to develop the product. A special foreign patent application can be filed within a year of the date of the U.S. application in order to preserve foreign patent rights. Records can win or lose patents: Participants should carefully keep all records in notebooks in order to avoid any potential dispute over who qualifies as inventor. Records are decisive to determine: • The date the invention originated: The Conception • The date the invention was put in practical form: The Reduction to Practice The U.S. Patent and Trademark Office conducts interference proceedings in which parties not only have to prove that they first made the invention but also that they have taken diligent steps between conception and reduction to practice. A contending inventor should keep records on a Biotech Invention and the FDA Approval Process 67 daily basis and have them confirmed by witnesses who have knowledge in the field of the invention but have no interest in it. Peers of the inventor(s) are preferred as witnesses rather than subordinates. Whereas record keeping for industrial researchers is done routinely on a daily basis, it may not be so for academic researchers. However, record keeping is important because it is ultimately the legal document used to recognize the inventor's rights. Part II: The FDA Approval Process for Drugs The U.S. biotech industry currently includes some 340+ public companies and 1050+ private companies. About 120 biotech products approved by the FDA were on the market, and more than 300 active biotech drug candidates war in late clinical trials. The U.S. biotech industry spends $13.8 billion annually on research & development. Furthermore, the cost associated with bringing a drug to market has been estimated to be approximately $500 million. Even though the FDA has dramatically decreased the approval time over the last 5 to 10 years (Table 3-1), the overall length of time for developing drugs has not been significantly shortened—it still takes approximately 10 years to bring a drug to market, from research through approval. Successful drug development still depends on good science, including a thorough understanding of biological systems. The Federal Drug Agency sets regulations for new drugs, medical devices and diagnostics intended for the public in order to protect public health. Figure 3-1 summarizes the drug development stages and the approval process. Stages of the FDA Approval Process Preclinical Testing The preclinical testing period revolves around laboratory and animal studies (one to three years). Its purpose is to prove efficacy of the compound and to assess potential toxicity. 68 The Essential Biotech Investment Guide Investigational New Drug (IND) Application The company files an IND application with the FDA to start testing the compound on humans. The IND goes into effect unless the FDA rejects it within 30 days. The IND reveals scientific data relative to the compound and logistics of the studies performed. It must be reviewed and approved by an Institutional Review Board (IRB), which ensures that the patients in clinical trials are protected and that the rules of informed consent are followed. Progress reports must be presented at least every year. Phase I Clinical Trials Tests are conducted for approximately a year with 20 to 80 healthy volunteers and are aimed at determining a safety profile (dosage, absorption, metabolization, and excretion by the body and time of effect). Phase I is usually a lab bench study, with its main purpose to rule out liver toxicity. Phase II Clinical Trials Tests are conducted for one to two years with 100 to 300 volunteers with the targeted disease and are aimed at evaluating the effectiveness of the drug using different dosing regimens based on animal data. Biotech Invention and the FDA Approval Process Preclinical X Biological effects Testing J and toxicities Safety and pharmacokinetics Efficacy, dosing Statistics of significance of safety and efficacy Standard cor Acct elerated Riview Figure 3-1. Stages of the FDA Approval Process. 69 70 The Essential Biotech Investment Guide Phase III Clinical Trials Tests are conducted for approximately two years with 500 to 3,000 patients in different clinics and hospitals. Physicians and clinical research trial specialists monitor strictly patients regarding possible adverse reactions and critical incidents to the drug. Phase II is always a prospective, randomized, placebo-controlled multicenter trial. The main purpose is to determine the safety and efficacy of the drug compared to a placebo control (an inactive substance that looks like test drug). The FDA uses the data from these trials to assess whether it should grant drug approval. Phase IV Clinical Trials These postmarketing trials compare the drug in question to competitor drugs and/or treatments. They are used to enhance the efforts of pharmaceutical marketing and to help encourage sales. New Drug Application (NDA) After the three phases of clinical trials have been completed, the company files an NDA application with the FDA. An outside advisory committee usually reviews the NDA and recommends whether or not to approve the drug. The final decision rests with the FDA, which usually follows the advisory board's recommendation. The average time to review an NDA is 24 months. Accelerated Review For serious diseases, that is, those for which no effective treatment presently exists, the FDA has a special procedure to accelerate the NDA review. In such cases, approval can be granted prior to the results of the Phase III trials. Biotech Invention and the FDA Approval Process 71 Approval After the drug has been approved, physicians can prescribe it for their patients. For some drugs further clinical trials, known as postmarketing surveillance studies, may be required (Phase IV) to determine the long-term effects. The Risk of Clinical Trials As shown in Table 3-2 and Figure 3-2, of 100 drugs for which INDs applications are submitted to the FDA, about 70 will successfully complete Phase I trials and go on to Phase II; about 33 of the original 100 will complete Phase 2 and go to Phase III; and 25 to 30 of the original 100 drugs will clear Phase III, On average, about 20 of the original 100 will ultimately be approved for marketing. Notes for Investors • Companies that advertise that they have made their IND application should be analyzed with caution since application is just a routine procedure. • Investors should select companies that have proved clinical efficacy and are cost-effective. • Companies with products in the late stages of development are less risky. • Investors should focus on drugs that are fulfilling significant medical needs. • Investors should continue to follow up on drug companies, monitor their studies, and be aware of any warning signs. Table 3-1. FDA Review Times. Year 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 Mean Approval Times (Months) 31.9 34.1 32.4 31.3 32.5 27.7 30.3 29.9 26.5 19.7 19.2 17.8 20 21 20 23 23 30 20 23 22 28 53 Total # of new drugs 30 approved in each year Note: A six-month reviewing time is the statutory standard. Source: U.S. Food and Drug Administration. Biotech Invention and the FDA Approval Process 73 3 » „ « = ! & (2-10 years) 50,000 to 10,000 compound screened 250 lead candidates i n preclinical testing S drug condidates entering clinical testing Preclinical Testing (lab and ^ animal testing) Piasel (safety and dosage, 20-30 healthy volunteers) 80%passPhaseI 30 9£ pass Phase II 80% pass Phase HI Phase II (efficacy and side effects, 100-300 patients) Phase III (long-term effects, 10005000 patients) \^ One drug approved FDA Reviewed Approval FDA Post-marketing Testing Figure 3-2. Risk Data Analysis of Drug Development and Approval. 74 The Essential Biotech Investment Guide Table 3-2. Risk of Clinical Trials. Testing in Humans Phase I Phase II Phase III Number of Patients 20-100 Up to several hundred Several hundred to several thousand Length Several months Several months to 2 years 1-4 years Purpose Mainly safety Some short-term safety but mainly effectiveness Safety, dosage, effectiveness Percentage of Drugs Successfully Tested 70 percent 33% 25-30% Source: The FDA. Biotech Invention and the FDA Approval Process 75 Drug Review Glossary Abbreviated New Drug Application (ANDA): A simplified submission permitted for a duplicate of an already approved drug. ANDAs are for products with the same or very closely related active ingredients, dosage form, strength, administration route, use, and labeling as a product that has already been shown to be safe and effective. An ANDA includes all the information on chemistry and manufacturing controls found in a new drug application (NDA), but does not have to include data from studies in animals and humans. It must, however, contain evidence that the duplicate drug is bioequivalent (see Bioequivalence) to the previously approved drug. Accelerated Approval: A highly specialized mechanism intended to speed approval of drugs that promise significant benefit over existing therapy for serious or life-threatening illnesses. It incorporates elements aimed at making sure that rapid review and approval are balanced by safeguards to protect both the public health and the integrity of the regulatory process. This mechanism may be used when approval can be reliably based on evidence of a drug's effect on a "surrogate endpoint" (see Surrogate Endpoint), or when the FDA determines an effective drug can be used safely only under restricted distribution or use. Usually such a surrogate can be assessed much sooner than such an endpoint as survival. In accelerated approval, FDA approves the drug on condition that the sponsor studies the actual clinical benefit of the drug. Action Letter: An official communication from the FDA to an NDA sponsor that informs of a decision by the agency. An approval letter, which allows commercial marketing of the product, lists minor issues to be resolved before approval can be given. A letter of non-approval describes important deficiencies of the drug or data that preclude approval unless corrected. Advisory Committee: A panel of outside experts convened periodically to advise FDA on safety and efficacy issues about drugs and other FDAregulated products. The FDA is not bound to follow committee recommendations, but it usually does. Amendment to an NDA: A submission to change or add information to an NDA or supplement not yet approved. Bioavailability: The rate and extent to which a drug is absorbed or is otherwise available to the treatment site in the body. Bioequivalence: Describes the scientific basis on which generic and brand name drugs are compared. To be considered bioequivalent, the 76 The Essential Biotech Investment Guide bioavailability of two products must not differ significantly when they are given in studies at the same dosage and under similar conditions. Some drugs, however, are intended to have a different absorption rate. The FDA may consider a product bioequivalent to a second product with a different rate of absorption if the difference is noted in the labeling and doesn't affect the drug's safety or effectiveness or change the drug's effects in any medically significant way. Clinical Studies: Human studies designed to distinguish a drug's effect from other influences-for example, a spontaneous change in disease progression or in the effect of a placebo (an inactive substance that looks like the test drug). Such studies conducted in this country must be under an approved IND (see Investigational New Drug Application), under the guidance of an institutional review board and in accord with FDA rules on human studies and informed consent of participants. Drug Product: The finished dosage form (tablet, capsule, etc.) that contains a drug substance-generally, but not necessarily, in association with other active or inactive ingredients. Drug Substance: The active ingredient intended to diagnose, treat, cure, or prevent disease or affect the structure or function of the body, excluding other inactive substances used in the drug product. Effectiveness: The desired measure of a drug's influence on a disease condition. Effectiveness must be proven by substantial evidence consisting of adequate and well-controlled investigations, including human studies by qualified experts, that prove the drug will have the effect claimed in its labeling. Investigational New Drug Application (IND): An application that a drug sponsor must submit to the FDA before beginning tests of a new drug on humans. The IND contains the plan for clinical trials and is supposed to give a complete picture of the drug, including its structural formula, animal test results, and manufacturing information. New Drug: A drug first investigated or proposed for marketing after 1938 (when the Federal Food, Drug, and Cosmetic Act was passed)-that is, the drug was not generally recognized as safe and effective before that date. New Drug Application (NDA): An application requesting the FDA approval to market a new drug for human use in interstate commerce. The application must contain, among other things, data from specific technical viewpoints for FDA review-including chemistry, pharmacology, medical, biopharmaceutics, statistics, and, for anti-infectives, microbiology. Parallel Track Mechanism: A U.S. Public Health Service policy that makes promising investigational drugs for AIDS and other HIV-related Biotech Invention and the FDA Approval Process 77 diseases more widely available under "parallel track" protocols while the controlled clinical trials essential to establish the safety and effectiveness of new drugs are carried out. The system established by this policy is designed to make the drugs more widely available to patients with these illnesses who have no therapeutic alternatives and who cannot participate in the controlled clinical trials. Pharmacology: The science that deals with the effect of drugs on living organisms. Post-Marketing Surveillance: The FDA's ongoing safety monitoring of approved or marketed drugs. Preclinical Studies: Studies that test a drug on animals and other nonhuman test systems. They must comply with the FDA's good laboratory practices. Data about a drug's activities and effects in animals help establish boundaries for safe use of the drug in subsequent human testing (clinical studies). Also, because animals have a much shorter lifespan than humans, valuable information can be gained about a drug's possible toxic effects over an animal's life cycle and on an animal's offspring. Raw Data: Researcher's records of patients, such as patient charts, hospital records, x-rays, and the attending physician's notes. These records may or may not accompany an NDA, but they must be kept in the researcher's file. The FDA may request their submission or may audit them at the researcher's office. Safety: No drug is completely safe or without the potential for side effects. Before a drug may be approved for marketing, the law requires the submission of results of tests adequate to show the drug is safe under the conditions of use in the proposed labeling. Thus, "safety" is determined case by case and reflects the drug's risk-versus-benefit relationship. Safety Update Reports: Reports that an NDA sponsor must submit to the FDA about any new safety information that may affect the use for which the drug will be approved, or draft labeling statements about contraindications, warnings, precautions, and adverse reactions. Safety update reports are required four months after the application is submitted, after the applicant receives an approval letter, and at other times upon the FDA request. Supplement: A marketing application submitted for changes in a product that already has an approved NDA. FDA must approve all important NDA changes (in packaging or ingredients, for instance) to ensure that the conditions originally set for the product are not adversely affected. Surrogate Endpoint: A laboratory finding or physical sign that may not, in itself, be a direct measurement of how a patient feels, functions, or survives, but nevertheless is considered likely to predict therapeutic benefit. An 78 The Essential Biotech Investment Guide example would be CD4 cell counts, used to measure the strength of the immune system. Treatment IND: A mechanism that allows promising investigational drugs to be used in "expanded access" protocols-relatively unrestricted studies in which the intent is both to learn more about the drugs, especially their safety, and to provide treatment for people with immediately life-threatening or otherwise serious diseases for which there is no real alternative. But these expanded access protocols also require researchers to formally investigate the drugs in well-controlled studies and to supply some evidence that the drugs are likely to be helpful. The drugs cannot expose patients to unreasonable risk. User Fees: Charges to drug firms for certain NDAs, drug products, and manufacturing establishments. The FDA uses these fees to hire more application reviewers and to accelerate reviews through the use of computer technology. Source: The FDA. Chapter 4 Introduction to Biotech Investing Value Investing B enjamin Graham is widely regarded as the father of value investing. The first to develop analytical methods of security analysis, his goal was to find companies selling for less than they were really worth. He examined a company's net current assets, debt-to-equity ratio, dividend record, earnings growth, and price relative to net current assets. His thinking was that the dividends would provide a sufficient return until the market recognized the true value of the shares. The conventional way implies buying low pricebook value or low price-earnings ratio stocks. The generic way implies buying at a price lower than the value of the assets. Some indicators such as price-book value, price-earnings, and pricesales ratios seem to guarantee high returns which may reward a long-term investment or risk taking. Growth Investing Classic definition implies investing in companies with high P/E ratios. A growth stock is defined as a company whose sales and profits are expanding at a much faster rate than the overall economy. Current definition implies 79 80 The Essential Biotech Investment Guide investors paying a price for growth that is less than the value of that growth. Many pay little or no dividends to shareholders, since they usually reinvest their earnings into the company to help keep the growth alive. This type of investing is based on the belief that growth is systematically undervalued and requires being able to assess future growth. It also involves a certain degree of risk. An activist growth investing strategy implies investing in businesses that have potential for growth but are constrained in their development. Such investors need a good understanding of the business and must be ready to take the risk involved in trying to ease the constraints. While some growth stocks do double or triple in value, this does not usually happen for a number of years. Growth stock investors attempt to identify companies early in their development, to create diversified portfolios, and to stick with the shares through years of rapid earnings growth. Some of the best examples of value stocks today were growth stocks at one point in their history. A company with a great product and terrific track record can suddenly be knocked out of the game by a new competitor or substitute technology. Moreover, growth stocks usually do not offer dividends, which could support the share price in times of uncertainty. Therefore, growth stocks are generally appropriate for risk-tolerant investors who can hold firm through periods of volatility. When looking at P/E ratios or price-book ratios, value stocks appear to be more profitable, over the long term, than growth stocks. However, growth stocks outperform value stocks when the overall growth rate of the market is good or when long-term rates are higher than short-term rates. The Industry Life Cycle The automobile industry is a good example of a market life cycle (see Table 4-1). Automobiles were introduced in the early 1900's, and the INTRODUCTORY stage developed with the growth of new technology. With the concept of the assembly line and an increasingly affluent society, the GROWTH stage began. Many different products (automobiles) were introduced during this stage with varying success. The TURBULENCE stage is a period of competitive "shakeout." During this stage, models such as the Studebaker, DE Sotos, and others like them could no longer stay in Introduction to Biotech Investing 81 business owing to competition. The shakeout makes available more market share, and its acquisition by the remaining competitors represented the transition to a MATURITY stage of the market cycle. At some point in time the final stage, DECLINE, will occur when a more effective means of transportation than the automobile is introduced, and thus will begin a new market life cycle. The automobile industry represents an unusually long market life cycle. The biotech industry might be viewed as the beginning Stage 2, or the rapid growth stage. Table 4-1. Typical Industry Life Cycle. Stage 1 Stage 2 Stage 3 Stage 4 Stages Introduction Rapid Growth Turbulence Maturity Decay/Decline • market being defined • sales sporadic • sales grow rapidly • competitor joining market • sales growing slowly • competitive shakeout • sales holding steadily • major competitor established • price as a competitive weapon • sales decline, profit margins erode • product efficiencies crucial • some competitor dropout Characteristics of Investing in Biotech Small Cap Investing Investing in small firms is often more profitable than investing in bigger firms for the same risk. This is true although transaction costs of investing in smaller stocks are higher. However, small-cap investing requires a longterm strategy in order to offset the costs of transactions. The Capital Asset Pricing Model (CAPM) may not be the best model to assess risk since it does not take into account the additional risk involved in investing in smaller stocks. 82 The Essential Biotech Investment Guide Public Venture Investing Very few (about 3%) of publicly traded biotech companies are profitable. Biotech investing in most cases entails risk very similar to that of venture capital investing. Value Investing I. The Passive Value Investor Passive value investing relies upon screens that are meant to identify value stocks. Ben Graham developed screens that have since been refined and extended. First and foremost, value investing concerns itself with the internal financial dynamics of a company rather than with the larger economy. Furthermore, it is a strictly 'by the numbers' approach. You can not 'measure' the quality of management or a company's ability to develop new products, so the pure value investor does not consider these criteria. Ben Graham's Screens Some of Ben Graham's screen criteria: • • • • • • • • • • P/E of the stock has to be less than the inverse of the yield on "AAA" corporate bonds P/E of the stock has to be less than 40% of the average P/E over the last five years Dividend yield > 2/3 of the "AAA" corporate bond yield Price < 2/3 of book value Price < 2/3 of net current assets Debt/Equity ratio < 1.0 Current assets > twice the current liabilities Debt < twice the net current assets Historical growth in EPS (over the last 10 years) > 7% No more than two years of negative earnings over the previous 10 years Introduction to Biotech Investing 83 Price/Book Value If the price-to-book ratio is low, it shows that the firm is undervalued. In practice we notice that, in the long run, low price/book value stocks have outperformed high price-book value stocks and the overall market. Research findings show that there is a negative relationship between returns and price/book value ratios. Also, it has been established that price-book value ratios may be a tool to measure risk: Firms with prices well below book value are riskier and may be driven out of business. It is for investors to assess whether higher expected returns are worth investing in higher risk profile firms. Price/Earnings Ratio It has been found and confirmed that firms with low price/earnings ratios reveal under valued stocks and earn excess returns. Studies show that the average return for firms with the highest PE ratios vary from 6.64% to 16.26% for firms with the lowest PE ratios. This is true even on international markets. Note that most biotech companies have negative P/E ratios. Price/Sales Ratio Studies show that portfolios with low price/sales ratios outperform the markets; however, low price/sales ratio portfolios do not outperform low price/earnings ratios portfolios. Additionally, a strategy that favors low price/sales ratios will not earn returns that are as consistent as one that favors low price/earnings ratios. This strategy is also more inclined towards selecting smaller firms. Nevertheless, price/sales ratios remain a useful tool in order to understand excess returns. Success Factors at Value Screening 1) Have a long time horizon. All studies mentioned above are reliable only in sofaras they are carried out over the long run. 84 The Essential Biotech Investment Guide 2) Choose your screens wisely. If screens are not properly selected, it may lead investors to miss stocks that were going to create the positive excess returns. 3) Be diversified. It is recommended to hold a large portfolio because a small portfolio incurs more risk and undercuts excess returns. 4) Watch out for taxes and transactions costs. The use of screens may lead one to select stocks that are low-priced, but have increasing transaction costs. Note that the excess returns mentioned above are pre-tax returns. Also, note that screens may expose the investor to high tax strategies. II. The Activist Value Investor Investors buy undervalued stocks from companies, which are not properly managed. They then try to confront and influence the management team to improve the company's efficiency and create value. Such strategy requires large capital and expertise in business and corporate finance. Spin-Offs, Split-Offs, Divestitures on Value The decision to push for breakup takes place when the components of a company are worth more than the company as a whole. Research shows that spin-off announcements result in an increase of the average excess return. Also, the increase is more for bigger entities or if the motive is tax evasion or regulatory concerns. For example, Affymatrix is an excellent example of a successful spin-off. Leverage Increasing and Decreasing Transactions on Firm Value The decision to increase leverage takes place when companies are being too conservative with the use of debts. Effects: Increase of leverage usually increases the firm's value, and decrease of leverage usually decreases the value of the firm. Unprofitable biotech companies that issued debt could increase their equity risk as well as bankruptcy risk. Introduction to Biotech Investing 85 Management Changes on Firm Value The decision to change management or to have the firm acquired takes place when the company is not run efficiently. Effects: Markets usually react positively to such news. A biotech company that has bad news or trouble in clinical trials, for example, tends to have management changes. Hostile Acquisitions on Target Firm The decision to push for a merger or an acquisition usually takes place for firms that are not well managed. If gains are to be expected from, such strategies, it should be pursued even if hostile. Effects: It is in the best interest of stockholders. Success Factors at Active Investing: 1) Have high capital. It is necessary to make significant investments to confront/influence the management team in charge and force it to make the desired changes. 2) Have good knowledge of the company. Compared with the screening model, much more information is required because the strategy involves a smaller portfolio. 3) Understand corporate finance. Investors need to identify the weaknesses of the firm. 4) Be persistent. To take over the current management team is no easy task since incumbent managers will fight back to keep their position. 5) Organize and create change. The major part of the job is to actually set up conditions and, in particular, form the proper coalitions, in order to bring up the necessary changes. III. The Contrarian Value Investor: Buying the Losers This strategy relies on the belief that markets overreact to bad news and push prices down below real value. Such strategy implies investors can sustain short-term losses. All value investors are contrarian investors, but not all contrarian inventors are value investors. 86 The Essential Biotech Investment Guide Evidence That Markets Overreact to News Announcements It is interesting to notice that markets reverse themselves over the long-term. For example, the serial correlation is more negative as time goes by and also for smaller stocks. Good Companies Are Not Necessarily Good Investments Conventional ratings of company quality and stock returns appear to be negatively correlated. Success Factors of Contrarian Investing: 1) Self-confidence. This is necessary because investments are made in companies that have low ratings. 2) Clients who believe in you. Clients, whether they have the same views as the investors or they are ready to take high risk. 3) Patience. Such strategies can only be successful in the long run. 4) Ability to withstand short-term volatility. Short-term volatility and high profile failures directly result from the nature of the investment. 5) Watch out for transactions costs. As previously mentioned, investors may end up holding portfolios of low-priced stocks, held by few institutional investors, thus increasing transaction costs. Biotechnology Investment Trading Rules In this case, I am not referring to day trading, but to surges in stock price over weeks and months. Keep in mind the transaction costs and taxes involved with the trading the stocks. Apart from having the necessary experience and intuition, the bio-technology investor should study the theses rules: Introduction to Biotech Investing • 87 Invest in new bio-product cycles. Stocks should be bought in anticipation of the new bio-product launch cycle, after the FDA approval. • The trend is your friend. Buy when no one is interested, and sell when everyone is interested. Pick stocks for which fundamentals are intact; buy when stocks start trading up after large declines and sell when they start trading down after large rises. • Upside earnings surprises can start a trend. Better-than-expected results typically boost stock prices. • Buy franchise growth. In the long run, it is advisable to buy stocks from solid companies that have high-franchise growth potential, even if they seem, upon first glance, expensive. • Importance of focus and market share. Stocks should not be bought from a company that is losing market share, since the company is likely mismanaged. • Margin expansion or great margins. Do not buy shares of a company that is experiencing a significant margin decline. This usually happens when competitors catch up, or a key patent expires. • Know the product, like the product, and then own the stock. It is important to personally understand the product (circle of competence) or to get reliable feedback regarding it. The Essential Biotech Investment Guide 88 Bet on the brains. It is better to buy stocks from a company is run by its founders (or even better a serial entrepreneur), since they have a passion for their business and are usually highly skilled people. A good indicator is when stocks are purchased by insiders (however, selling by insiders is not necessarily a negative sign). Watch out for ego. There is no need to have huge headquarters to be successful. A lot of functions can be outsourced to be efficient. Rather what is needed is focus. • Do not fall in love with a company or a industry. Do not fall in love with the company you bought when it is time to sell. A stock does not know you own it. Refrain from getting too involved in biotech or technology companies. If you are not among those who know how to pick stocks, asset allocation is very important to you. • Take notice of January Effect. Empirical evidence shows that healthcare biotech stocks in general tend to rise from 5% to 25% during November to March period. "Does the management have a determination to continue to develop products or processes that will still further increase total sales potentials when the growth potentials of currently attractive product lines have largely exploded?" -One of Philip Fisher's 15 Points to Look for in a common stock, from Common Stocks and Uncommon Profits Introduction to Biotech Investing 89 Winning Biotechnology Company Attribute List It is important to establish a checklist of attributes that identify winning companies since winning companies become being winning stocks. Be sure to read Fisher's 15 points due-diligence list. 1) Large market opportunities (be in a position where there is growth potential). 2) A good technology/service that offers a significant proposition to its customers. value/service 3) A simple, direct mission and strong culture. 4) Passionate founders. 5) Technology magnets. 6) A great management team/board of directors/committed partner. 7) Ability to lead changes and embrace chaos. 8) A Leading/sustainable market position with first-mover advantage. 9) Monopoly or brand leadership, leading reach and market share. 10) Global presence and leadership. 11) Strong customer focus and rapidly growing customer base. 12) Customer loyalty. 13) Extensible product pipelines with a focus on constant improvement (e.g. Epogen). 14) Clear distribution plans. 15) A Strong business and milestone momentum. 16) An annuity-like business with barriers-to-entry. 17) High gross margins. Most drugs have high margins. 18) An effort or plan to improve operating margins 19) A low-cost infrastructure and development efforts (for example, outsourcing and strategic partners). A Decision Tree for Drug Development and Investor Risk Negative 0.975-0.95 Negative Negative ko.025-0.05- Preclinical Testing _ni)2*. I _>10-0.20~" 0.30 r (veiy Negative ^.0.98"^ Phase I ^0.70 -* V- 0.25-0.30 <-\ Phase m I — 0.33-P-J Registration I— 0.80-0.90 « J FDA Approval PostTesting Data Sources: FDA wi PhRMA Figure 4-1. Drug Development Risk. I Chapter 5 How to Value and Invest in a Biotech Company Valuation is part science and part art. -Warren Buffett Speaks C ompany Valuation. Valuation is not an exact science. It is based on judgement regarding a company's growth prospects and related financial projections. It is influenced by many factors, including the company's historical financial performance, perceptions about the management team, the company's position in the marketplace, and capital supply and demand. There are many different financial valuation techniques that are used to give an estimate of a company's value. Some of these techniques, summarized in Table 5-1, include comparable ratio analysis (P/E, P/S, BV), and Discounted Cash Flow analysis (DCF, etc.). 91 Table 5-1. Summary of General Valuation Methods. Valuations Parameters Earningbased Price/Earning (PE) PE/Growth Rate Price/Sales EBITA Enterprise Value/EBITA Discounted Cash Flow (DCF) Dividend Discount Model (DDM) Cash/per share BV/per share Prices Each Piece Yield Customer Accounts X Revenuebased Cash flow- Equitybased based Sum-ofparts Yieldbased Subscriber -based X X X X X X X X X X X How to Value and Invest in a Biotech Company 93 Step One: The Economic and Business Cycle The economic environment sets the stage for stock selection. By examining key economic indicators, economists attempt to predict where we stand in the business cycle. Some of those indicators include: 1. Interest Rates: Are they rising or falling? 2. Money Supply: Is it restrictive or expansive? 3. Fiscal Policy: What is the direction of taxes and government spending? 4. Inflation: Is it stable, rising, or falling? 5. Political Status: Where are we in the election cycle? 6. Currency: Is the currency stable? Is it fairly valued? Of these factors, those with the greatest bearing on stock prices tend to be interest rates and inflation. As the economy expands, the Federal Reserve (Fed) often becomes concerned with the prospect of rising inflation. If there is ample evidence of inflationary pressures, the Fed will raise interest rates in an attempt to slow growth. Eventually, the economy will contract, business will slow, and the Fed will lower interest rates. Generally, bond and stock prices move inversely to interest rates: they tend to fall when interest rates rise, and rise when interest rates fall. But stock and bond prices should move in opposite directions during the expansion and contraction phases of the business cycle. For these reasons, pinpointing the current stage of the business cycle is crucial for an effective top-down analysis. The asset allocation model, a guideline for investors to use when deciding how to divide their assets among stocks, bonds, and cash, is directly influenced by the expected direction of the economy. Table 5-2 can be used to identify favorable areas for investment based on the stage of the economic cycle. Table 5-2. Classic Business Cycle Model. Stage 1 Recessionary Stage 2 Recovery Anticipated Stage 3 Mid-cycle Recovery Stage 4 FuU-Blown Expansion Stage 5 Economic Peak Stage 6 Economic Decline Interest Rate Rising Flat Begin to Rise Rise Flat Fall GDP Growth Rate Negative Flat Rise Rise Peak Negative Favored Groups Utilities and Financials (interest-sensitive) Consumer Cyclicals Industrial Stocks Chemical, Technology and Energy Basic Materials and Energy Stocks Defensive Stocks such as Consumer Non-cyclicals Others Stock and Commodity Prices Fall Stocks Bottom Commodity Price to rally Interest Sensitive Stock Prices Peak Stocks, Bonds and Commodities are all falling How to Value and Invest in a Biotech Company 95 Step Two: Industry Sector Analysis Top-down analysis also involves an examination of industry sectors. Companies in each industry react differently during various stages of the economic cycle and are affected differently by Federal Reserve actions. For example, when interest rates change, financial institutions and companies with high debt levels are affected more than debt-free companies. Some industries, especially commodity industries such as oil and gas, real estate, and natural resources, may actually see their stock prices rise during periods of high inflation when most other stocks are reacting negatively. Other industries (cyclicals, for example) do well during periods of economic expansions. Rotating in and out of certain industry sectors as the economic cycle changes may enhance portfolio performance. Biotech Industry Sector Analysis The Biotech Industry Life Cycle Following the automobile industry market life cycle example (S growth curve, Figure 5-1) discussed earlier, the biotech market cycle can be described as follows. The biotech market cycle introduction stage began in the early 1970's. The growth stage, begun in the 1990s, resulted in the introduction of many different biotech products with varying success. Currently, the biotech industry experiences rapid growth and vigorous competition. The five stages of a typical industry cycle may be summarized as follows: • • • • • Introduction: market is being defined, sales sporadic Rapid growth: sales grow rapidly, competitor joining market Turbulence: sales growing slowly, competitive shakeout Maturity: Sales holding steadily, major competitor established Decline: sales decline, some competitor dropout 96 The Essential Biotech Investment Guide Upper asymptote Lower asymptote time Figure 5-1. S Growth Curve Biotech Stock Index Holds Its Value During the 12 months ending in December 2001, the AMEX Biotech index lost about 8% of its value, while the NASDAQ dropped 2 1 % and the market index (S&P 500) fell 13%. But biotech stocks on average retained their past three years' gains and on average, biotech stocks as a group performed better than many high-tech stocks. The biotech industry has achieved an aggregate market cap of about $400 billion with 40 companies over IB and 15 companies achieving profitability. This industry is rapidly gaining critical mass and is here to stay. Biotech Products-Labors Poised for Fruition The biotech industry in the U.S. currently includes 339 public companies and 1040 private companies. About 120 FDA-approved biotech products are on the market and more than 300 active biotech drug candidates are in Phase How to Value and Invest in a Biotech Company 97 III or late clinical trials (according to BIO). The historically proven 80% success rate in Phase III trials and an average development time of six years from Phase III to FDA approval translates to about 240 new medicines reaching the market by 2007. Biotech Industry-Ripe for Investment Biotech companies' revenues have increased an average of 11% per year since 1995. Revenue growth should remain strong through the next 10 years. Unlike pharmaceutical companies that face patent expirations and generic competition, biotech products are generally not under such pressure. Successful drug development depends on good science, including a good understanding of biological systems, which can come only from substantial investment in basic research. Successful medical breakthroughs depend on understanding the intricate relationships between variability among individuals and their susceptibility to disease or response to treatment. Step Three: Biotech Company Analysis The final step in the process is a rigorous company analysis. This involves both quantitative modeling and the assessment of less tangible but equally important factors such as management and customer loyalty. Biotech Industry-Mixture of Sciences The human genome sequence, containing some 30,000 to 40,000 genes, is the beginning, not the end, of the road. Small differences in genetic structure provide the key to the future of the human condition and the chance to look at old markets in new ways. Transforming technologies beyond genomics, such as proteomics, offer both immediate and long-term growth opportunities. We are in the midst of a renaissance in biology, kicked off by the mapping of the human genome and technical innovation. New research will attempt to understand the interaction of function-among genes (multigenic diseases), proteins (signal pathway), or between proteins and genes The Essential Biotech Investment Guide 98 (regulation of gene expression), and the interaction between molecules in their natural context (systems biology). Relational information has created a need for new software products and enterprise systems to better capture, analyze, visualize, store, and retrieve data. New therapeutic products remain the greatest value drivers in biotechnology. Although not every drug will become a personalized medicine, it is estimated that 20% of drugs could benefit from a specific pharmacogenomics approach. Valuation: Should I Buy This Biotech Stock Now? Once one has thoroughly examined a company's financial well-being, the task remains to evaluate whether the stock is currently attractive for purchase by utilizing a variety of valuation methods. Intrinsic Value Intrinsic value, also known as Net Present Value (NPV), can be defined as the discounted value of the cash that can be taken out of a business during its remaining life. It is the only logical approach to evaluating the relative attractiveness of investments and businesses, intrinsic value, is an estimate rather than a precise figure. Two different people would probably calculate two different NPVs depending on their own assumptions. The NPV typically differs from a firm's book value given that NPV is a calculated number. Book value, or shareholders' equity per share, is an accounting number and changes quarterly with a firm's earnings (given that earnings flow into equity). However, the percentage change in book value in any given year is likely to be reasonably close to that year's change in intrinsic value. Book value either overstates or understates the intrinsic value of a company. Therefore, to reach intrinsic value, one needs to estimate future earnings, future growth, and a discounting factor. Discounted Cash Flow (DCF) Analysis In a DCF analysis, the value of a company is computed as the sum of (a) the forecasted free cash flow of a company out to a valuation horizon, discounted back to the present at a discount rate and (b) the forecasted value How to Value and Invest in a Biotech Company 99 of the company at the horizon or the terminal value, also discounted back to present value at the same discount rate. The free cash flow of a company is the cash not required for operations or reinvestment. For this analysis, free cash flow is generally forecasted on an unleveraged or debt-free basis. The valuation horizon that is chosen typically reflects the time period (about 5 to 10 years into the future) when the company's growth rate will stabilize. See the table below for a sample free cash flow calculation: Year 1 2 3 4 5 Sales - Costs and Expenses Earnings Before Interest and Taxes (EBIT) - Taxes (on the full EBIT) Net Income + Depreciation and Amortization - Capital Expenditures - Changes in Working Capital = Free Cash Flow Based on the forecast of the stream of free cash flow, the stream is discounted back to the present value. A discount rate is chosen that reflects expected return and risk. Companies with high risk-return profiles typically have high discount rates (i.e., 20%). A range of discount rates may be used in the analysis to test a range of values and create a probability distribution. Finally, a judgment is made on the terminal value at the horizon or how much it could be sold for in that year. The terminal value is discounted back to the present value using the same discount rate used for discounting the free cash flow. Comparable Public Companies Analysis This technique determines a company's value, based on how other similar companies are trading in the public market. The most difficult aspect of this technique is finding companies that are truly comparable. There are many factors to look at when determining comparability, including the company's target industry, growth stage, size, and financial performance. Once a 100 The Essential Biotech Investment Guide comparable company is chosen, investors typically look at several different valuation ratios, such as price/sales, price/earnings, and EBITDA multiples. These valuation ratios are then applied to the company's Financials to determine its value. However, private companies are usually discounted based on the lack of liquidity for investors. In addition, private companies' valuation could be further discounted based on their stage of development, market positioning or proven concept vis-a-vis public companies. Comparable Private Companies Analysis This technique determines a company's value, based on how other similar companies are valued in the private market. Two difficult aspects of this technique are finding companies that are truly comparable and obtaining information about private companies. Once a comparable private company is chosen, investors typically look at the sales multiple and EBITDA multiple paid. These valuation ratios are then applied to the company's financials to determine its value. The company may be given a premium or discount, based on how it compares to these private companies and whether a majority stake (>50%) is being purchased. Investors usually pay a premium for a majority stake as this allows them to take over the control of the company. Method 1: Relative Valuation In relative valuation, the value of an asset is compared to the value assessed by the market for similar or comparable assets. To do relative valuation then, we need to identify comparable assets and obtain market values for these assets. Prices can be standardized using a common variable such as earnings, cash flows, book value, or revenues (see table below). Advantages for using relative valuation method: It saves a lot of explanations, many of which are qualitative and difficult to measure. Disadvantages for using relative valuation method: Embedded in every multiple are all of the variables that drive every discounted cash flow valuation-growth, risk and cash flow patterns. It is impossible to properly How to Value and Invest in a Biotech Company 101 compare firms on a multiple, if we do not know the nature of the relationship between fundamentals and the multiple. Unlike the traditional analysis, which states that comparable firms are firms in the same sector, valuation theory suggests that comparable firms are firms that are similar in terms of fundamentals. It is impossible to find an exactly identical firm to the one you is valuing, anyway. Earnings Multiples Price/Earnings Ratio (PE), variants (PEG and Relative PE) Value/EBIT Book Value Multiples Value/EBITDA, Value/Cash Flow Price/Book Value, Value/ Book Value of Assets, Value/Replacement Cost ("Tobin's Q") Price/Sales per Share (PS) Value/Sales Price/kwh, Price per ton of steel Revenues Industry Specific Variable 1. Earnings Per Share and P/E Ratios The most common way to value a company is to compare its price to its earnings power. Also called net income or net profit; earnings are whatever money is left over after a company pays all of its bills. To allow meaningful comparisons across companies, most people look at Earnings Per Share (EPS), calculated simply by dividing the dollar amount of the earnings reported from a company by the number of shares outstanding. The price/earnings (P/E) ratio is a simple comparison of a company's current share price and its EPS (the "E" in P/E). Analysts compare a company's P/E ratio with other similar companies, the overall stock market or relative to the company's historical P/E range. Companies with high P/E's typically have a high growth rate or are highly regarded. (See PE/G below for additional information). The P/E ratio is not useful for biotech investing given that most biotech firms have net losses rendering the P/E meaningless. Why Is the P/E Ratio Used So Widely? It is simple to compute and is widely available, making comparisons across stocks simple. Potential for misuse: Use of P/E ratios is a way, for some 102 The Essential Biotech Investment Guide analysts, to avoid having to be explicit about their assumptions on risk, growth and payout ratios. P/E ratios are much more likely to reflect market moods and perceptions but this can be viewed as a weakness, especially when markets make systematic errors in valuing entire sectors. PE/G-Investment Strategies That Compare P/E to the Expected Growth Rate (G) Portfolio managers and analysts sometimes compare P/E ratios to the expected growth rate to identify under and overvalued stocks. In the simplest form of this approach, firms with P/E ratios less than their expected growth rate are viewed as undervalued. In its more general form, the ratio of P/E ratio to growth is used as a measure of relative value. Tables 5-3, 5-4 and 5-5 show the profitable major pharmaceutical companies in North America and Non-north America and biopharmaceutical companies in the US. Problems with comparing PIE ratios to expected growth (G) There is no basis for believing that a firm is undervalued just because it has a PE ratio less than expected growth. This relationship may be consistent with a fairly or overvalued firm, if interest rates are high, if a firm is high risk or if investors fear a cut in its growth rate. Problems with the relative comparison (PE/G) In its relative form, where firms are ranked on the basis of the ratio of P/E ratio to expected growth, the rankings will provide a measure of relative value if, the length of the high growth period, and risk is equivalent for all firms. Using similar reasoning, if the risk-return model used were the CAPM, then all firms would have the same betas. Comparisons of P/E Ratios Comparisons across countries. Comparisons are often made between price/earning ratios in different countries with the intention of finding How to Value and Invest in a Biotech Company 103 undervalued and overvalued markets. It is clearly misleading in these cases to compare P/E ratios across different markets without controlling for differences in the underlying variables. Comparisons across time. Another comparison often made is between P/E ratios across time. As the fundamentals (interest rates and expected growth) change over time, the P/E ratio will also change. A more appropriate comparison is therefore not between P/E ratios across time, but between the actual P/E ratio and the predicted P/E ratio based upon fundamentals existing at that time. Comparing P/E ratios across firms. P/E ratios vary across industries and across firms because of differences in fundamentals-higher growth generally translates into higher P/E ratios. When comparisons are made across firms, differences in risk, growth rates and payout ratios have to be controlled explicitly. Using Comparable Firms-Pros and Cons The most common approach to estimating the P/E ratio for a firm is to choose a group of comparable firms, calculate the average PE ratio for this group, and adjust this average for differences between the firm being valued and the comparable firms. There are several problems with this approach. The definition of a "comparable" firm is essentially a subjective one. The use of other firms in the industry as the control group is often not a solution because firms within the same industry can have very different business mixes, risk, and growth profiles. There is also plenty of potential for bias. Even when a legitimate group of comparable firms can be constructed, differences will continue to persist in fundamentals between the firm being valued and this group. 104 The Essential Biotech Investment Guide A Regression Approach Using the Entire Cross-section In contrast to the "comparable firm" approach, the entire cross section of firms can be used to predict P/E ratios. The simplest way of summarizing this information is with multiple regression, with the P/E ratio being the dependent variable, and proxies for risk, growth, and payout forming the independent variables. 2. PEG and PEGY Ratios The PEG ratio is the ratio of market price to expected growth in earnings per share: PEG = PE/Expected Growth Rate in Earnings A simple rule of thumb is that a stock's P/E ratio should be about equal to its projected long-term earnings growth rate. Thus, a stock trading at a P/E of 15 with expected earnings growth of 15% annually would appear fairly valued. A P/E lower than the projected EPS growth rate suggests an undervalued stock. PEG is simply the P/E ratio divided by the projected earnings growth rate. So a PEG ratio of 1 would indicate a reasonably valued stock, while anything below 1 could indicate an undervalued stock that is attractive for purchase. PEGY, short for P/E to growth plus yield, adds dividends to the equation. PEGY is a good proxy for the risk/reward trade-off inherent in a stock because the numerator of the ratio, P/E, measures the "cost" to investors of purchasing a stock. The denominator, meanwhile, encompasses the "benefit" that the investor expects to receive in the form of earnings growth and dividend yield. The lower the PEGY ratio, the more benefit an investor should expect to receive relative to the cost of the investment. As in the case of P/E ratios, analysts compare stocks' PEG and PEGY ratios to their historical levels, to those of other companies in the same industry, and to those of the market as a whole. Table 5-3. PEG Ratios of Big Pharmaceutical Companies in North America. Company Name Ticker EPS (Last) EPS (Current) EPS (Next) GE Region Long Term Growth Rate Market Cap (USD Mil) P/E (Current) P/E ""pVEto""1 (Next) Growth Pharmacia Corp. PHA.N 1.45 1.74 2.01 North America 19.26% 53,166.97 23.49 20.32 1.22 Bristol-Myers Squibb BMY.N 2.15 2.41 2.56 North America 10.25% 102,741.51 22.03 20.72 2.15 2.43 Pfizer Inc PFE.N 1.02 1.31 1.57 North America 13.27% 261,677.99 32.20 26.80 Schering-Plough SGP.N 1.64 1.62 1.90 North America 13.31% 53,858.05 22.71 19.37 1.71 Baxter International BAX.N 1.53 1.75 2.01 North America 11.00% 28,837.24 28.07 24.33 2.55 1.90 2.22 North America 13.00% 184,008.28 31.04 26.55 2.39 2.14 Johnson & Johnson JNJ.N 1.63 Medtronic MDT.N 1.05 1.22 1.42 North America 15.50% 49,563.50 33.10 28.47 Becton Dickinson BDX.N 1.49 1.63 1.80 North America 13.00% 9,868.60 22.82 20.69 1.76 Eli Lilly LLY.N 2.65 2.76 - North America 11.96% 87,549.14 28.25 - 2.36 Merck & Co. MRK.N 2.90 3.13 3.42 North America 9.04% 148,882.15 20.79 19.02 2.30 Forest Labs FRX.N 1.18 1.72 2.08 North America 25.05% 13,136.54 43.16 35.68 1.72 Abbott Laboratories ABT.N 1.78 1.88 2.26 North America 13.10% 84,532.27 28.95 24.13 2.21 Boston Scientific BSX.N 1.03 0.78 1.03 North America 15.00% 9,563.58 30.43 23.18 2.03 19.27% 5,083.88 21.49 17.76 1.12 Watson Pharmaceuticals WPI.N 1.13 2.23 2.70 North America | Table 5-4. PEG Ratios of Profitable Biopharmaceutical Company in the U.S. Company Name Ticker EPS (Last) EPS (Current) EPS (Next) GE Region Long Term Growth Rate Market Cap (USD Mil) P/E P/E (Current) (Next) P/Eto Growth Amgen AMGN.O 1.04 1.19 1.58 North America 28.76% 60,424.01 48.57 36.47 1.69 Chiron CHIR.0 0.86 0.91 0.96 North America 13.62% 10,170.22 59.05 55.59 4.33 Biogen BGEN.O 1.75 1.91 2.11 North America 14.45% 8,556.77 29.30 26.52 2.03 Medlmmune MEDIO 0.51 0.68 1.05 North America 27.41% 8,642.46 59.81 38.67 2.18 Genzyme General GENZ.O 1.13 1.22 1.61 North America 24.92% 10,549.72 44.49 33.79 1.78 Genentech DNA.N 0.60 0.77 0.90 North America 28.78% 27,699.02 68.41 58.62 2.38 Immunex IMNX.O 0.28 0.26 0.44 North America 26.93% 12,679.05 88.47 52.67 3.28 Enzon ENZN.O 0.27 1.00 1.66 North America 63.69% 2,520.59 59.94 36.23 0.94 ELN.N 1.54 1.93 2.34 North America 13.71% 15,491.59 23.86 19.68 1.74 KG.N 0.74 1.00 1.33 North America 18.32% 8,476.29 37.03 27.77 2.02 Allergan Inc. AGN.N 1.60 1.96 2.35 North America 19.42% 9,432.72 36.53 30.40 1.88 Fisher Scientific FSH.N 0.98 1.00 1.27 North America 15.00% 1,576.40 28.27 22.24 1.88 Elan Corp. King Pharmaceuticals Table 5-5. PEG Ratios of Non-north American Pharmaceutical Companies. Company Name EPS (Current) Ticker EPS (Last) Roche ROCZg.VX 5.81 Novo Nordisk NVOb.CO 8.87 AZN.L 1.64 1.76 AstraZeneca Aventis Glaxo Smithkline EPS (Next) GE Region 5.18 5.71 10.80 11.51 1.51 P/E P/E (Current) (Next) Long Term Growth Rate Market Cap (USD Mil) P/E to Growth Europe 9.24% 58,972.70 21.52 19.53 Europe 13.29% 14,337.30 31.49 29.53 2.37 Europe 17.10% 1,207.77 0.39 0.45 0.02 2.33 AVEP.PA 1.50 2.11 2.73 Europe 15.41% 58,758.65 39.53 30.60 2.56 GSK.L 60.96 70.38 85.71 Europe 9.95% 167,359.12 26.82 22.02 2.69 2.23 CCH.L 8.07 14.50 17.50 Europe 29.61% 3,680.73 66.09 54.75 Novartis NOVZn.VX 2.49 2.67 2.87 Europe 11.49% 98,320.54 22.98 21.39 2.00 Merck KGaA MRCG.DE 1.69 2.39 2.36 Europe 19.69% 6,082.32 16.41 16.61 0.83 MediGene MDGGn.DE -1.10 -3.47 -4.02 Europe 101.92% 192.51 -6.34 -5.47 -0.06 Qiagen NV QGENF.DE 0.18 0.24 0.42 Europe 37.85% 2,284.39 65.41 37.87 1.73 Banyu Pharmaceutical (p) 4515.T 72.44 87.12 95.84 Japan 10.50% 4,968.72 26.28 23.90 2.50 Chugai Pharmaceutical 4519.T 61.51 73.41 74.21 Japan 5.40% 3,709.46 24.40 24.14 4.52 Celltech Group Daiichi Pharmaceutical 4505.T 99.36 118.69 119.39 Japan 8.60% 6,509.76 23.30 23.16 2.71 Fujisawa Pharmaceutical 45U.T 63.60 72.60 82.79 Japan 12.28% 7,582.56 39.26 34.42 3.20 (continues) 108 The Essential Biotech Investment Guide w> CN "1 r^ <-i " • O in co O m CO 00 c4 (N oo TICS (N in Tt NO O •<t CO NO CN Tf <N 5 A 2 3 $S g K 5 «si n 4 DO TJTJ- in o r-; NO ri H H 00 CO O »n © <n TT alln lustries o ea arm X! 6 ouc! £ 3 .irf a. •^ >->IS 1 « >> .2§ "8 3ea 05 ^ "^ Sei o •a rO OJ in f-; Tf ca CL ea CO 90% ^ 8 ~- NO CN NO ON NO" c oo in o i 3 m c ca a. 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The relative P/E ratio of a firm is the ratio of the P/E of the firm to the P/E of the market: Relative P/E = P/E of Firm/PE of Market Although the P/E can be defined in terms of current earnings, trailing earnings or forward earnings, consistency requires that it be estimated using the same measure of earnings for both the firm and the market. Relative P/E ratios are usually compared over time. Thus, a firm or sector that has historically traded at half the market P/E (Relative P/E = 0.5) is considered overvalued if it is trading at a relative P/E of 0.7. The relative P/E ratio for this firm can be estimated in two steps. First, we compute the P/E ratio for the firm and the P/E ratio for the market separately: Relative P/E Ratio = 8.33/10.45 = 0.80 The relative P/E ratio of a firm is determined by two variables. In particular, it increases as the firm's growth rate increases relative to that of the market. The rate of change in the relative P/E will itself be a function of the market growth rate, with much greater changes when the market growth rate is higher. In other words, a firm or sector with a growth rate twice that of the market will have a much higher relative P/E when the market growth rate is 10% than when it is 5%. Relative P/E ratios seem to be unaffected by the level of rates, which might give them a decided advantage over P/E ratios. 3. Price/Sales Ratios (P/S) The money a company receives for its goods or services is called its revenues. Whether or not a company has had benefits in the past year, there are always revenues; revenue-based valuations can therefore be useful to 110 The Essential Biotech Investment Guide assess companies that are temporarily losing money. The price/sales or P/S ratio is a measurement companies often consider when making an acquisition. As with the PEG and PEGY, the lower the Price/Sales ratio, the cheaper the company is. Table 5-6 and Table 5-7 demonstrate how an investment banker could calculate price of an IPO of a private genomic company and a secondary offering of a public genomic company. Advantages of Using Price/Sales Multiples Unlike price/earnings and price-book value ratios, which can become negative and are heavily influenced by accounting decisions on depreciation, inventory and extraordinary charges, price-sales multiple are available even for the most troubled firms. They are not as volatile as price/earnings multiples and are relatively difficult to manipulate. Hence, they are more meaningful and reliable for use in valuation and provide a convenient handle for examining the effects of changes in pricing policy and other corporate strategic decisions. Price/Sales Ratios and Profit Margins The key determinant of price-sales ratios is the profit margin. A decline in profit margins reduces the price-sales ratio directly, and it can lead to lower growth and hence lower price-sales ratios. Using Price/Sales Ratios in Investment Strategies Studies have compared the performance of low price-sales ratio portfolios with low price-earnings ratio portfolios, and concluded that the low pricesales ratio portfolio outperformed the market but not the low price-earnings ratio portfolio. Low price-earnings ratio strategy earned more consistent returns than a low price-sales ratio strategy and the low price-sales ratio strategy was more biased towards picking smaller firms. When scholars created undervalued and overvalued portfolios (using price/sales ratios and profit margins) from 1981 to 1990, the undervalued portfolio outperformed the S&P 500 by about 6%. Table 5-6. Comparative Analysis-IPO. BIOTECH INDUSTRY-Multiple Valuation Comparative Company Analysis (J in millions) Comparable Company Name Ticker Affymetrix Genomic Solution Nanogen Visible Genetics lncyte Genomics Human Genome Sciences Sequenom Corp. AFFX GNSL NGEN VGIN 1NCY HGSI SQNM Price (2/9/01) $ $ $ $ $ $ $ 63.88 8.19 9.47 32.50 21.60 51.81 17.81 52 Week high-low 163.5-42.3 30.1-4.5 101.9-6.1 119.1-19.3 144.5-19.0 116.3-25.0 191.2-11.2 Shares Total Debt 55.60 375.00 0.00 25.00 20.90 2.30 0.00 14.80 64.20 203.16 120.70 532.95 1.10 24.40 Total Enterprise Value Equity Mart«t Value 3926.45 204.70 200.20 481.00 1583.46 6786.78 435.74 3551.45 204.70 197.90 481.00 1380.30 6253.83 434.64 Total EV Multiples EMV Multiples LTM LTMEV/Net 2000E LTM Revenue Revenue SPS BVEQTY 200.80 17.00 200.80 15.00 194.20 22.30 6.40 19.55 12.04 1.00 32.07 8.15 304.34 68.08 3.61 0.68 9.61 1.01 3.02 0.18 0.26 2.97 2.12 5.09 5.86 9.67 4.32 6.20 New Chip IPO condidate NCHIP 22.00 2.00 10.50 0.48 5.16 Stats for Comparable Firms (excludes New Chip) Mean Median High Low Firm Evaluated: 63.61 19.55 304.34 1.00 22.00 2.00 0) 3 Q. 5" 5 s. 3' o> Do o' o 301 3 10.50 NCHIP Implied Implie Equity Valuation ian Median m Mean Price Per Share Median Price Per Share 1) Hrm Value = Equity Value + Total Debt - Cash 2) LTM = 12 months/latest 4Qs figures 5.18 5.09 9.67 4.32 Sf 1 New Chip NCHIP LTM 2.63 1.01 9.61 0.18 £ 5 667.85 205.32 30.36 9.33 Table 5-7. Comparative Analysis—Genomic Company. BIOTECH INDUSTRY-Multiple Valuation Comparative Company Analysis (S in millions) Comparable Company Name T icker CRGN Curagen EXEL Exellxls GLGC Gene Logic GENE Genome T herapeutlcs INCY Incyte Genomics. . Human Genome Science HGSI Lexicon Genetics LEXG Millenium Pharmaceutic M L N M MYGN Myriad geneltcs Celera Genomics CRA Price . 52 Week (2/9/Ql) Hi-Low Shares Total Debt 12820-18.30 50.50-8.10 152.50-13.90 75.30-5.80 14450-19.00 116.30-25.00 49.20-8.00 89.80-23.70 138.O0-J9.O0 43.80 46/0 25.90 22.30 64.20 120.70 48.10 21250 ,22.70 41/50 276.00-27.75 68.60 3448 13.69 22.38 8.97 21.50 51.81 13.30 40.94 65.87 ,I.o.tal. Enterprise Value Cash 0.00 11.45' 2.64 2.30 1.92 8.93 203.17 2.71 203.17 58220 532.95 837.30 221 4.30 15349 1450.00 ,14020 0-QP. 1840 175.00 Eaulty Market VfllMS TotdEVMdtldes LTM , A I M EV/Net ! 200.0E Revenue Revenue SPS 1498.774 634.7812 572.632 400.488: 1001267 5949.4801 637.64, 740324. 1355.049 1510.22 635.12 579 64 200.03 1380.30 6253.83 639.73 8699.75 1495.25 20.80 2140 22.50 26.00 194.20 22.30 13.70 196.30 41.60.. 2697.16 2853.76 113:00' Stats tor Comparable firms (atduafes CRA) Mean Median . High.. ' Lew ., Firm Evaluated; Cetera Genomics Ratio C R A 4160 276.00-27,75 6860 18.40 Celero Genomics, (CR A) 175 72.06 ! 0.47 2966 * 046 2545'' 0.87 1540 ' 1.17 5.16 3.02 266.79! 0.18 46.54= 0.28 37.71 i 0.92 3257; ^ ... J-83 23.87 s " 57.33 35.14 266.79 5.16 64.70 LTM CR A imgllvd E gultY Valuation, Mean. Median Mean Prlee.Per Share M ecJan p rice P er 5 hare Current Priceas of 2/M)l l)FlrmVdue=EaJtyVdue+Totd Debt-Cash 2) LTM = 12months/latest4Qi fioJes 3709.10 2273.79 54D7 33.15 1.65 0.90.067. 3.020.18: EMVMlitldes 2001E LTM 5P5 ?VE«TY 067 081 149 148 3.63 064 058 115 J. 00 461 534 224 272 967 432 300 593 1498 ' "T26" ; 198 122 1.15 3.63 0.58 557 498 14.98 224 • : ' How to Value and Invest in a Biotech Company 113 4. Shareholder's Equity (Book Value) Book value (BV) is literally the value of a company that can be found on the accounting ledger and is determined by deducting the book value of liabilities from the book value of assets. The book value per share is calculated by dividing the company's shareholder's equity (book value) by the current number of shares outstanding. Book value is an overall measure of how much liquidation value a company has if all of its assets were to be sold off. book value is an especially important measure for valuing financial companies such as banks, consumer loan concerns, brokerages, and credit card companies. A strict value investor would consider a price-to-book value ratio of less than 1.0 as an indication of an undervalued stock. However, in recent years, price /book ratios have risen far above 1.0 for most companies. Thus, comparing ratios with peer companies or the market in general would be a better gauge. Another use of shareholder's equity is to determine return on equity (ROE). ROE is calculated by dividing net income by equity, and multiplying that result by 100 to attain a percentage (the higher the better). Some investors use ROE as a screen to find companies that can generate large profits with little in the way of capital investment. Price/Book Value (P/B) The market value (stock price times shares outstanding) of an asset reflects its earning power and expected cash flow. Since the book value of an asset reflects its original cost, it might deviate significantly from the market value if the earning power of the asset has significantly increased or decreased since its acquisition. Advantages of Using Price/Book Value Ratios The price/book ratio provides a relatively stable, intuitive measure of a value that can be compared to the market price. Provided accounting standards across firms are consistent, price/book value ratios can be 114 The Essential Biotech Investment Guide compared across similar firms for signs of under or overvaluation. Even firms with negative earnings, which cannot be valued, using P/E ratios, can be evaluated using price/book value ratios. Disadvantages of Using Price/Book Value Ratios Book values, like earnings, are largely determined by accounting decisions on depreciation and other variables. When accounting standards vary widely across firms, the price/book value ratios may not be comparable across firms. Book value may not carry much meaning for service firms that do not have significant fixed assets. Book value can become negative if a firm has a sustained string of negative earnings reports or" write-offs of assets, leading to a negative price-book value ratio. Price/Book Value Ratios and Excess Returns Several studies have established a relationship between price/book value ratios and excess returns. Firms with high return on equity and low pricebook value ratio could be considered undervalued. All NYSE stocks from 1981 to 1990 were divided into two portfolios-an "undervalued" portfolio with low price/book value ratios (in the bottom 25% of the universe) and high returns on equity (in the top 25% of universe) and an "overvalued" portfolio with high price-book value ratios (in top 25% of universe) and low returns on equity (in bottom 25% of universe)-each year, and excess returns were estimated for each portfolio for the following year. The undervalued portfolio had an average return of 25.6% over the 10-year period compared to the S&P 500 return of 17.5%. The overvalued portfolio had an average return of 10.6% annually. 5. Cash and Working Capital Per Share 1) Cash: A company's cash and equivalents and short-term investments divided by its shares outstanding is a quick measure that indicates how much of the current share price consists of just the cash that the company has on hand. Buying a company with a lot of cash, even if it seems to have How to Value and Invest in a Biotech Company 115 limited future prospects, can yield many benefits: Cash can fund product development and strategic acquisitions and pay for high-caliber executives. 2) Working Capital: It is determined by subtracting current liabilities from current assets. Investors compare that amount, which is what the company disposes of to run its everyday business, with the company's market capitalization. Biotech companies, due to bad news and industry or sub-sector depression can, from time to time, trade near their cash value. If the company's fundamentals and technology are solid, it still could be an attractive opportunity for a risk-tolerant investor. 6. EBITDA and Non-Cash Charges Other than earnings, cash flow is an important indicator of a company's earnings power. It is normally measured using Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). Investment bankers also use cash flow to value companies in much the same way that the P/S and P/E ratios are used. The advantage of EBITDA, especially when comparing companies, is that it shows the earnings power of companies regardless of taxes, debt and charges. Hence, EBITDA allows one to focus on the company's operating business. Cash flow is most commonly used to value industries that involve tremendous up-front capital expenditures or companies like cable television firms that have large amortization burdens. 7. Enterprise Value/EBITDA EBITDA's version of the P/E ratio is called the EBITDA* Multiple or EV/EBITDA. EV/EBITDA compares a company's total value or Enterprise Value to its EBITDA. Enterprise Value encompasses the value of the company's debt minus cash plus its stock equity market value. Firms with high P/E, P/S, and P/B ratios tend to have high EBITDA multiples. 116 The Essential Biotech Investment Guide Method 2: Discounted Cash Flow (DCF) Analysis A common valuation application of EBITDA is a discounted cash flow analysis. In effect, DCF analysis projects how much cash flow a company is likely to generate over an extended period (usually 10 years is common) and then calculates the value of that cash flow using net present value (NPV) or Internal Rate of Return (IRR). The NPV method applies an interest rate based on the company's expected marginal cost of capital (that is what it costs the company to borrow money) to future cash flows, bringing them back to present. The IRR method finds the average return on investment earned through the life of an investment; and it determines the discount rate that equates the present value of future cash flows to the cost of the investment. Table 5-8 shows you how to estimate a net present value (intrinsic value) of a biotech company. An estimate of intrinsic values of five profitable biotech companies by DCF is listed in Table 5-9. Method 3: Sum-of-the-Parts Valuations A company can sometimes be worth more divided up rather than all in one piece. This can happen because there is a hidden asset that most people are not aware of or simply because a diversified company does not produce any synergies. To value companies that have diverse lines of business, analysts often measure the worth of each business separately, using the most appropriate valuation parameters for each industry, and then add the individual values together. A biotech company can have many drug candidates in different development stages and clinical trials. The value of these projects can be estimated by adding them together as shown in Table 5-10 below (assuming the company has 50 million shares outstanding and 40% net margin). Table 5-8. Estimating Net Present Value (Intrinsic Value) of a Biotech Company. Year 0 1 2 3 4 5 6 7 8 9 10 11 $ $ $ $ $ $ $ $ $ $ $ $ Cash Flow Discount Rate Cumulated Discount Factor 10,000,000.00 12,000,000.00 15% 1.15000 14,400,000.00 15% 1.32250 17,280,000.00 1.52088 15% 20,736,000.00 1.74901 15% 24,883,200.00 15% 2.01136 29,859,840.00 2.31306 15% 35,831,808.00 2.66002 15% 42,998,169.60 3.05902 15% 51,597,803.52 15% 3.51788 61,917,364.22 4.04556 15% 74,300,837.07 15% 4.65239 Total Net Present Value Intrinsic Value Per Share Assumption: 20% 15% 6% 20000000 Growth rate: Y1-Y10 is Discount rate Stable rate is Total Share Outstanding is 1 $ $ $ $ $ $ $ $ $ $ $ $ $ $ PV 10,000,000.00 10,434,782.61 10,888,468.81 11,361,880.50 11,855,875.30 12,371,348.14 12,909,232.84 13,470,503.83 14,056,177.91 14,667,316.08 15,305,025.48 156,747,120.85 Y10 Terminal Value 284,067,732.36 $ 729,248,956.42 14.20 Table 5-9. Estimate of Intrinsic Value of Five Major Profitable Biotech Company. Initial Earning ($) (Trailing 12 months) 5-Year Growth Assumption by Analyst Consensus/Discount Rate Stable Growth Rate After 10 Years/Discount Rate Intrinsic Value ($) Current Price ($) (2/18/02) AMGN 1.17 billion 19.81%/15% 6%/12% 43.59 54.33 MEDI 141 million 27.13%/15% 6%/12% 43.44 42.98. DNA 155.8 million 25.01 %/15% 6%/12% 16.84 47.69 IMNX 178 million 38.56%/15% 6%/12% 47.57 26.94 BGEN 286 million 16.95%/15% 6%/12% 61.27 53.41 * Considerations: Estimating the future growth rate and risk outlook of a biotech company is more art than science. New products, management, or strategic directions can fuel growth far above historic norms. Likewise, unforeseen setbacks can cut a company's future value in half. How great are the risks it faces? Be sure to check a company's financials and recent news stories on the company. Also, compare it to other companies in its industry. How to Value and Invest in a Biotech Company 119 Table 5-10. Sum of Parts Valuation of Drug Candidate Pipelines. Product Indication Development Stage Peak Sales ($MM)/ Peak EPS Probability of Success Risk-adjusted EPS($) PE Multiple Peak Price ($) Years to Peak Sales Discount Rate Estimated NPV Per Share Total Value ($ Per Share) of Drug Pipelines 1 2 3 4 Cancer Neuro-disorder Allergy Auto-immune Disorder Preclinical 200/4 Phase I Phase H Phase m 300/6 500/10 600/12 1% 5% 10% 80% 0.04 0.3 1 9.6 30 1.2 6 15% 0.52 30 9 5 15% 4.47 30 30 3 15% 19.73 30 288 2 15% 217.77 $242.49 Method 4: Dividend Discount Model (DDM) The DDM model is similar to the other NPV models already presented, except that it discounts dividends (instead of cash flows) to arrive at intrinsic value. Likewise, the investor can then compare calculated NPV with the actual market price of a firm's stock. The DDM is a poor model for biotech, technology, and other rapidly growing firms given that they do not usually provide dividends. Therefore, it can be used to value pharmaceutical companies only provided they are profitable and pay dividends. Method 5: Subscriber-Based Valuations Sometimes a company can be valued based on its subscribers or its customer accounts. Such valuations are most common in media and communications companies that generate regular monthly income. Often, in a subscriberbased valuation, analysts estimate the average revenues per subscriber over 120 The Essential Biotech Investment Guide their lifetime and then figure the value for the entire company based on this approach. Method 6: Economic Value Added (EVA) EVA is another sophisticated modification of cash flow. It evaluates the cost of capital and the incremental return above that cost in order to separate businesses that truly generate cash from ones that just burn it up. This method is used to quantify the quality of a company's business. Method 7: Yield-Based Valuations-Valuing Market as an Example A dividend yield is the percentage of a company's stock price paid out as dividend over the course of a year. Statistical evidence indicates that a portfolio made up of large-capitalization, above-average-yielding stocks outperforms the market over time. A good website about market valuation using this method is www.yadeni.com Qualitative Component of the Valuation The qualitative component is made of key elements that value biopharmaceutical companies. Theses include: is the management team competent, honesty and has integrity? Does the business model make sense? Can management deliver its promises? Do they hide bad news? Does it have a deep pipeline? Does the information flow from clinical, scientific, or financial press releases? Risks of Biotech Companies Investing public biotech stocks has two major risks: Market risk: Systemic risk from the overall stock market and economy How to Value and Invest in a Biotech Company 121 Company specific risk: (1) technical risk (see chart) and (2) commercial risk (marketing and partnering). Other risks include, but are not limited to, currency risks, credit risk, country risk, and inflation risk. Summary-Types of Risk. Industry and Company Risk Inflation Risk Market Risk Liquidity Risk Credit Risk Currency Risk Interest Rate Risk Political and Economic Risk Reinvestment Risk (Call) Market Timing Risk Table 5-11. Business Model and Valuation Differences between Pharma and Biotech. Biotech/Life Sciences Pharma Specialty Pharma Yes Yes Yes/No Development Mostly Yes Yes Yes Marketing Mostly No Yes Yes/No Business Model Diverse Similar Similar Valuation Diverse Similar Yes/No Research/Discovery Summary: Which Model Is Best for Valuing Biotech Companies? Valuation is part art and part science. There are always judgments involved regarding the perspective of the company and the industry and the management. Table 5-11 shows the typical business model and valuation differences between pharma and biotech companies. The common pros and The Essential Biotech Investment Guide 122 cons of valuation techniques are listed in Table 5-12. The author believes that different kinds of biotech companies require different valuation techniques. But if there is a conflict among different valuation results, the best and most logical methods are the NPV or discount cash flow (DCF) methods. For mature profitable biotech companies such as AMGN and BGEN, one can use DCF to estimate if the company valuation is cheap or not for investment. For companies with products in advanced stage, one can use the probability-adjusted discounted model. For early-stage biotechnology companies, one can use revenue, or book value-based comparable valuation methods to estimate the market price at that point. Hybrid methods can be also used for companies with products in late stage as well as early-stage platform technologies and pipelines. Table 5-12 Pros and Cons of Valuation Techniques. Methodology Pros Cons Comparable • A rough way to estimate the market price • Most logical way • Hard to find true comparable • Cannot use if earnings are negative • Risk may change over time • Assume the risk is same • May underestimate mature technology Discounted Cash Flow Sum of Parts • Can be used to value different business units within firm • Can be used to value early technology portfolios How to Value and Invest in a Biotech Company 123 Part II: Investing in Undervalued Healthcare Biotech— Proactive Value Investing in Healthcare™ In their book Value Investing, Dr. Bruce Greenwald (Columbia Business School) and Judd Kahn described a method for buying a good company below its replacement value. The specific premises of value investing are: 1. Mr. Market is a strange guy; prices diverge regularly from fundamental values. 2. You can buy undervalued stocks; fundamental values are often measurable. 3. Fundamental value determines future price-buying under-priced stocks plus patience implies superior returns. How does value investing work in practice? One should look at long-term fundamentals of underlying businesses: 1. Look intelligently for value opportunities (low P/E, low market/book value). 2. Know what you know: circle of competence. Not all value is measurable and measurable by you. 3. You do not have to swing. Learn how to manage risk through margin of safety. Value implies concentration, not over-diversification. At worst, you buy the market index. A four-step approach to value investing is: search, value, review, and manage risk. Search criteria for value investing are listed below (from Dr. Greenwald's lecture notes): 124 The Essential Biotech Investment Guide Obscure • Small capitalization • Spin-offs • Boring • Low analysts' coverage Undesirable • Financial distress, bankruptcy (be careful) • Low growth, low P/E, low P/B • Industry problems (bad loans, regulatory threat, overcapacity) • Company problem (lawsuit, poor subsidiary performance, poor year) • Disappointing (long-term underperformance) Supply, Demand Imbalance • RTC • Privatization Other bias and psychological bias • Window dressing (January effect) • Blockbusters • Loss aversion • Hindsight bias • Lotteries One buys a stock when (1) its market value is less than both its replacement asset value and earning power value; (2) its market value is larger than its asset value, but less than its earning power value. In this case, it requires a sustainable competitive advantage (barrier of entry). Value growth is difficult and investors tend to overpay for growth. The best growth is hidden (the stock has a zero-cost growth) such as unused pricing power, temporary problems and an under-performing division. Of course, here we are talking about franchise growth with barrier of entry. How to Value and Invest in a Biotech Company 125 Biotech companies, owing to bad news and industry or subsector depression, can, from time to time, trade near their book value or low market value/book value. A company with solid long term fundamentals and technology could be an attractive opportunity for a risk-tolerant investor. An intelligent investor can identify and purchase undervalued good biotech companies in the following situations: • Industry recession • Company-specific problems: bad news, lawsuit, regulatory concerns (FDA or political ones). Here I will cite a few cases to illustrate how I have purchased undervalued biotech companies using this method during the 10 years from 1993 to 2002. Since 1994, I have picked such biotech companies as Genetic Therapy, CEPH, Genzyme, and Human Genome Sciences, using this method (as published in the Bio/Medical Technology Stock newsletter in 1994 and 1995). The three-, five- and ten-years returns from such selections were superior to the BTK Index. Eight stocks are used to illustrate the concept of buying undervalued biotech companies. Example 1. Buy near a stock's book value and enjoy its franchise growth free. I recommended buying Genetic Therapy (GTII) at $7 per share (near its cash and book value) in mid-1994. Three months later, the company was acquired by Sandoz for $21 cash per share. That is a 300% return in four months. Example 2. Buy Amgen during an industry recession and regulatory threat in late 1993 or early 1994. If you hold the stock until 2001, your return is about 600% versus the biotech index of 200% (Figure 5-2). Example 3. Buy Genzyme on bad news. I recommended GENZ in 1994. But if you missed that, you could have bought it during late 2000 when product development news from a biotech company in the UK drove the stock down (Figure 5-3). You would own a profitable biotech company and have beaten the index. Example 4. Trading Chiron on temporary bad news (Figure 5-4). When Chiron announced closing a plant and writing off the loss in 1994 (a loss of 126 The Essential Biotech Investment Guide 1 cent per share), the news drove the stock down from the $80s to the $50s. The stock rose again to 80s in a few months. Examaple 5. Buy Centocor with the first FDA-approved monoclonal antibody drug from a biotech company (high-demand product and highdemand by big pharma). I recommended buying it in 1995. If you held it till JNJ bought it in 1999, you would have realized a 400% return (Figure 5-5). Example 6. Buy Cephalon on bad news in 1994 and 1998. By 2001, that is 500% return (Figure 5-6). Example 7. Buy Human Genome Sciences in 1994 (high demand). After a huge run in 2000 (a 1600% increase) after industry success of sequencing the human genome, this company is still trading in line with the index (Figure 5-7). Example 8. Buy Immunex on bad news. I bought Imunex in June 2001 and realized a 50% return in 6 months (Figure 5-8). MSGM D a i l y — " "" Figure 5-2. Amgen (AMGN). 5/14/02 127 How to Value and Invest in a Biotech Company T ^ i - - - ^ - ' : « V BTI- '?- :- < ? : -«S ^-V={? -^ > t :«-*,-?^^5&g5*?^5»3^e^3s +4002 - —" +3502 +3002 +2502 +2002 rf +1502 y^ w(AAj^yiA* r^ f ^f^Z^^^^ >J»{^#. ^ . ; T av •;-.t; •/ -^ ._ "=;== +1002 +502 +02 sa ;"> ^\/./ig ?s r^"? r * ^ P B - - - - 00 60 - 4 0 I ' 99 | 80 i- Ot r -1 20 02 Figure 5-3. Genzyme (GENZ). te*y —'" +7002 *^^<s^ ttefoge"—, Figure 5-4. Chiron (CHIR). i = The Essential Biotech Investment Guide 128 CNTO D a l l y — 10/06^99 +700R HBI +600?: , . /* +500K +400?: tyfo ^f +300?: +200K +100K +0?. -loo?: Volume — €>BlgCha(ts.eon 30 VI 93 94 95 96 97 98 99 00 01 02 01 02 Figure 5-5. Centocor (CNTO). CEPH D a i l y — HBI ^vAv/ 93 94 95 11 LiiiLiIiiilbi,L.J MLIIII 96 97 98 fa i II ill ill Mm 99 00 Figure 5-6. Cephalon (CEPH). 20 o 10 i How to Value and Invest in a Biotech Company 129 HGSI D a i l y W^H„|PI ! ! % „ ! . i • 111 > i S3 94 95 ,1" f l l^p,| iilLXMim*&***Mm»*J&MMimMLjLjiliiA*l 96 97 98 99 00 01 02 Figure 5-7. Human Genome Sciences (HGSI). IMNX S a l l y sir J J R S O N D 0 1 F M H M J J f l SO N D 0 2 F M A Figure 5-8. Immunex (IMNX). M This page is intentionally left blank Chapter 6 Investing in Biotechnology Mutual Funds B iotechnology mutual funds have clearly demonstrated the tremendous growth. Investors are asking many questions regarding biotech mutual funds. Mutual funds in particular offer the following benefits: professional management, affordability, diversification, flexibility, potential to outpace inflation, portfolio diversity, and an opportunity to benefit from a growing US economy. Let's review some of the basic concepts first. Don't Put All Your Eggs in One Basket We used to describe the concept of diversification by using the old expression-"Don't put all your eggs in one basket." Today, as in the past, there is nothing more critical than proper diversification (see Figure 1-8) for an average investor. It is the one thing that protects you the best (though not perfectly) from the greatest fear most people have about their money: losing it! Diversification leaves you free to concentrate on a risk that is far greater, more dangerous, more likely to occur and much more insidious, that is, the loss of purchasing power. 131 132 The Essential Biotech Investment Guide Purchasing Power Purchasing power (see Figure 6-1) simply means that the dollar you invest today must be able to buy you a dollar's worth of stuff tomorrow, or whenever you need to spend it. What makes accomplishing this so difficult is inflation. As we get older, we tend to spend more and more of our disposable income on something that goes up in cost at twice the rate of inflation—health care and college education. If you do not design a portfolio that keeps pace with inflation, you might find yourself literally outliving the income on your portfolio. Impact of Inflation and Time Postage Stamp • From $0.04 to $0.37 in approximately 40 years • Over 700% increase in cost Figure 6-1. Stamps and Inflation. Investing in Biotech Mutual Funds 133 The Investment Pyramid Mi n. kv Junk Bonds I ivasury Bonds and Notes, Municipal and Corporate Bonds V ^ CDs, T -bills, Money Markets Figure 6-2. Risk-Reward Parameter/Pyramid. Professional Management The first thing you need to know about professional management is that it can be a blessing or a curse, depending on the quality of the professional doing the managing. The one reality in the subjective world of professional portfolio management is this: Your money has a better chance in the hands of a full-time manager than with a part-time manager. By "part-time" I mean people with a full time job, and the many stockbrokers. With mutual funds you have someone who does nothing all day long but watch the markets, study companies, conduct research, and manage money. Indeed, it does not always work. The key is finding a manager with the style and discipline that matches your needs. 134 The Essential Biotech Investment Guide Table 6-1. The Value of Professional Management in Biotechnology-10-Year Performance. Net Market Capitalization Increase (%) Amgen Genetech Genzyme Biogen Imclone PDLI 600 210 310 600 70 470 Asset Allocation Asset allocation is the process that determines what percentage of your portfolio at any given moment in time should be in stocks, bonds or cash— domestic or international (Figure 1-6). It is a time-tested discipline that you can use as an overlay for your entire investment process. We use mutual funds today as a portfolio. Mutual-fund selection should balance and complement each other in a coherent strategy customized for your specific investment goals and built on your risk/reward parameters (see Figure 6-2). When you consider investing overseas, there are two broad investment categories from which you can select-conservative growth and aggressive growth. Conservative growth investments might include blue-chip companies of countries like Japan, UK, Germany, France, Italy, Canada, Sweden, and Norway. Aggressive growth (and substantial risk) might be in emerging countries, such as South America and the former Czech Republic countries. Investing in Biotech Mutual Funds 135 Liquidity Liquidity simply means that you can get your money out at any time, meaning your money is not "locked up" and unavailable when you need it. What liquidity absolutely does not mean that you should use mutual funds as a "parking place" for cash. Too many people today are in and out of their funds like a money market. Establishing a proper investment time horizon is one of the most important decisions you can make regarding mutual funds. Discipline The media and our popular culture have us surrounded by emotions, so it is no surprise that most investors are besieged by emotional demons when it comes to their money. It is my belief that emotion is the arch-enemy of the long-term investor. Only through a well-conceived, properly executed investment discipline can we achieve our goals. Discipline is absolutely vital to your long-term investment success. Investment discipline is the courage to stay the course (e.g. keep your investment style whether value or growth) in the face of crowd hysteria, media hype, and short-term market psychology (see Figure 6-3, Value vs. Growth). Start with a customized plan built around your needs and objectives. That plan is based on knowledge, research and facts, not speculation. It also involves making educated predictions and constantly monitoring those predictions in case a course correction is needed. Doliar-Cost Averaging Discipline is continued with a detailed system of regular, periodic investing that takes advantage of one of the great strengths of mutual funds known as "dollar-cost averaging." Of course, you may need to make periodic course adjustments. But this method of investment is not subject to the ups and downs of the market, as well as the emotional impact of trivial daily occurrences that can cause panic. 136 The Essential Biotech Investment Guide The Case for Index Funds Indexing is a strategy that many investors choose to mirror returns of the major indices. There is also sobering evidence that professional money managers, who are in a position to exploit these inefficiencies, have a very difficult time consistently beating financial markets. Not only do money managers' sometimes fail in consistency of returns, but they can also, in every investment style, under-perform the market index. These results make the case for index funds. Why Index Funds? Index funds are much less expensive to create. There are no information costs, no analyst expenses, less expensive to run, less tax liabilities, and minimal transaction costs and management fees. Comparing transactions costs across different types of funds, we find the following: Index Funds, 0.20%-0.40%; Active Value Funds, >1.30%; Active Growth Funds, >1.75%. When Should You Use Index Funds? If the cost associated with active money management exceeds the payoff associated with active money management, an index fund is a better choice for investors. Of course, index funds can go wrong when the overall market or sector is in a depression. Finally, remember that they can never beat the market index. Why Stock or Stock Mutual Funds? Historically, stock investing has successfully kept investors well ahead of inflation and outperformed US government bonds and US Treasury bills. Perhaps one of the most compelling arguments for owning stocks and stock mutual funds is that over the long term, US stocks have historically outperformed US government bonds and Treasury bills, and kept investors well ahead of inflation. For many investors, stock mutual funds may make Investing in Biotech Mutual Funds 137 good sense for the portion of their investments set aside for achieving longer-term goals, such as retirement or college planning. Long-term Investing in the Stock Market Has Historically Paid Off While past performance does not guarantee future results, history has shown that, over the long term, stock market investing can be rewarding. Figure 6-4 demonstrates this historical point of view. You have a 73% likelihood of earning a positive investment return over a one-year period, but a 27% chance of losing money. However, by stretching your investment time frame to five years, you increase your chance of earning a positive return to 94%. History has shown that just five years can make a big difference. As outlined in the table, the difference between the 5-year and the 15-year rolling periods is only a 6% increased probability of generating positive returns. Investment Goals Need to Reach Beyond the Rate of Inflation in Order to Maintain Long-Term Purchasing Power Investors need to consider the impact that inflation can have on all the goods and services they buy, as well as the effect it has on their investment goals. As you can see, inflation can significantly erode your purchasing power over time. Inflation, as measured by the Consumer Price Index, has averaged 4.00% annually for the past 20 years. This means that a dollar 20 years ago is worth only $0.46 today. Outpacing inflation should be an important consideration when planning for your financial future. Time in the Market vs. Timing the Market Many investors think they should wait until the "right" time to invest in stocks. However, as we all know, trying to time the market is next to impossible, not true investing. Very few individuals have the time, technical expertise, desire, or the "stomach" to trade. Investing is about time in the market, and historically, the longer you are in the market, the greater your potential for increasing wealth (Figure 6-4). Growth and Value Investing 1927-2001 $100.000 T $10,000-- „ Small Value Ending Average Wealth Return S22.553 14.5% • Large Value Large Growth • Small Growth $1,000- % 1927 1937 1947 1957 1967 1977 1987 This is for i1lustf<itive purposes only and not indicative of any investment Past poiformance is no guarantee of future results. 3/1/2002, C 2002 Ibbotson Associates. Inc. Figure 6-3. Value Versus Growth. $5,095 12.2% S857 S731 9.6% 9.3% Investing in Biotech Mutual Funds 139 Let's look at an example where one investor bought stocks on the worst day (the day the market was at its yearly high), while another on the best day (the day the market was at its yearly low). As you can see, the best-day scenario has an investment value of $352,523 with an average annual total return of 22.98%. The worst-day scenario has an investment value of $283,560, with an average annual total return of 20.99%. Being lucky enough to pick the exact day to invest improved the total value of the investment by only 1.99% per year during a 10-year period. While there is no guarantee that the stock market's strong performance will continue, you can see it was not necessarily as important when they invested as it was that they invested. The Cost of Delaying Let's look at an example of returns, proving the point that "It's time in, not timing", that counts. If you stayed fully invested, you have a return of 24%. If you missed the 10 best days, your return is 15.6%. If you missed the 20 best days, 10.7%. If you missed the 30 best days, 6.5%. If you missed the 40 best days, 2.9%, and so forth (see Figure 6-5 for cost of missing best months). The Benefits of Investing in Biotech Mutual Funds In my opinion, mutual funds are one of the easiest ways to invest in biotech stocks: 1. Baby boomers, the largest generation in history, are moving into their peak earning years, which could have a positive impact on the stock market. One reason to be optimistic about the long-term prospects of the stock market may be the demographics behind the US economy, specifically the consumer spending of the baby-boom generation. The largest peak shows the baby-boom generation, born between 1946 and 1964, are now between the ages of 36 and 54. Historically, there has been a strong relationship between demographics, subsequent consumer spending, and social and 140 The Essential Biotech Investment Guide economic trends, which, in turn, impact the stock market. Thus, babyboomer households are facing a huge drop in financial obligations at the same time their incomes are rising and the economy is growing. So what does this mean for stocks? Some economists believe this generation can dominate the consumer marketplace, lead to an increase in innovative products and services and, ultimately, drive the stock market up (Source- The Roaring 2000s: Harry S. Dent, Jr.). 2. Technological advancements have been affecting our economy since the 1800s. It is important to realize that in addition to changing demographics, technological advancements have had a strong effect on the economy (see Table 1-11). Technological advancements have improved the way companies do business-computer programs can complete tasks in a matter of hours that would have taken five times as long just a few years ago. Improved efficiencies allow companies to provide customers with more specialized, individual attention. As companies become more efficient and productive, they become more profitable, a situation has historically driven up the stock market. 3. Biotech mutual funds offer the experience of a professional money manager. Many of us struggle with all the things we need to get done in a day, and often checking the financial markets, watching interest rates, and getting stock quotes are some of the items that get pushed to the bottom of the list. Mutual funds are professionally managed; these fund managers closely monitor the securities markets and individual companies, buying and selling securities as opportunities are identified. 4. Each investment in a biotech mutual fund is spread among the various holdings within the fund's portfolio. Because the fund's performance is not dependent on any single security, this may help reduce the risk of problems or losses in any one company adversely affecting your investment as a whole. 5. Within a mutual fund "family," you may transfer assets between investments, usually with no additional costs. You can adjust your investment plan as your needs change and opportunities develop. The portfolio managers and analysts believe consistent research is a critical component in earning solid, long-term results. They strive to become experts on the businesses in which they invest by scrutinizing financial Investing in Biotech Mutual Funds 141 statements and evaluating stocks, looking to see if changes in the industry, economy or company itself warrant any changes to the portfolio. 6. Mutual funds are also affordable. With a mutual fund, you can begin investing with a relatively small amount of money. And, you can set up an automatic investment program to add to your investment on a regular basis, directly from your checking or savings account. Table 6-2 lists a selection of health-care biotech funds that investor can work with. The key to investment is finding a reputable manager with a good track record and the style and discipline that matches your needs and objectives. The Essential Biotech Investment Guide 142 Stay the Course Positive Returns Over 72-Year Period (1926 to 1997) 9 0% 9 7% 72% 1 Year 5 Years 10 Y e a r s Holding Period Sou'C. njDolion All Figure 6-4. Positive Investment Return and Holding Period. Market Timing Risk The effects of missing the best month on annual returns Relurn il Invested for the whole year Relurn if ihe best monlh Is missed —• 1 Relurn if invesled . tor the whole year Return II the best month is missed Annual return Annual return minus best month llbhotsonAssooirjifisI Figure 6-5. Cost of Missing Best Months (1970-2001). Table 6-2. Healthcare-Biotechnology Funds. Fund Name AIM Global Health Care A Alliance Health Care A American Century Life Sciences Inv CS Warburg Pincus GI Hlth & Sci Comm Dresner RCM Biotechnology N Eaton Vance Worldwide Health Sci A Fidelity Advisor Health Care A Franklin Biotechnology Discovery A Hartford Global Health A INVESO Advantage Glob Health Sci A INVESCO Health Sciences Inv Janus Global Life Sciences J. Hancock Health Sciences A Merrill Lynch Healthcare A Morgan Stanley Health Sciences B Munder Framlington Healthcare A Orbitex Health & Biotechnology A Prudential Health Sciences A Putnam Health Sciences A Rydex Biotechnology Inv Scudder Health Care S T. Rowe Price Health Sciences Vanguard Specialized-Health Ticker Symbol Fund Size ($MM) Investment Style GGHCX AHLAX ALSIX WPHSX 570 73 234 91 Medium Cap Growth Large Cap Growth Medium Cap Growth Medium Cap Growth 1.73 1.92 1.50 1.61 1994 1999 2000 1996 13.83 -14.98 -5.59 14.66 5 stars Not Rated Not Rated 4 stars DRBNX ETHSX FACDX FBDIX HGHAX IAGHX FHLSX JAGLX JHGRX MAHCX HCRBX MFHAX ORHAX PHLAX PHSTX RYOIX SCHLX PRHSX VGHCX 501 742 130 805 92 459 1701.5 2376 154.7 301 600 115 77 85 3286 314 168 856 17733.9 Medium Cap Growth Large Cap Growth Large Cap Growth Medium Cap Growth Large Cap Growth Large Cap Growth N/A Large Cap Growth N/A Medium Cap Growth Large Cap Growth Small Cap Growth Medium Cap Growth Large Cap Growth Large Cap Growth Medium Cap Growth Large Cap Growth Medium Cap Growth N/A 1.50 1.79 1.18 1.13 1997 1994 1996 1997 2000 1994 1984 1998 1991 1994 1994 1997 1999 1999 1994 1998 1998 1995 1984 53.57 20.82 36.2 38.90 7.24 9.54 20.42 -16.32 17.05 16.55 12.75 34.21 -21.99 0.04 12.46 38.28 23.37 16.19 22.75 5 stars 5 stars 5 stars 5 stars Not Rated 3 stars N/A Not Rated N/A 5 stars 4 stars 5 stars Not Rated Not Rated 3 stars 5 stars 5 stars 5 stars N/A Source: Morningstar.com-Data through September 30, 2001. Expense Ratio (%) Year Fund Established Annual Return Mornings tar Rank (%) — — 1.40 0.94 1.50 1.26 2.20 1.61 2.00 1.10 0.94 1.23 1.83 0.98 0.41 This page is intentionally left blank Chapter 7 Healthcare Biotech Index Investing: Strategies Using Exchange-Traded-Funds (ETFs), Biotech iShares, and BOXES The Case for Index Funds Indexing is a strategy that mirrors the returns of major indices. There is also sobering evidence that professional money managers, who are in a position to exploit market inefficiencies, have a very difficult time consistently beating the market indices. This inconsistent performance of active money managers provides the best evidence yet that indexing may be the best strategy for many investors. One finds actively managed funds breaking even against the market, after adjusting for transaction costs, and in those that are least favorable, they underperform the market even before adjusting for transactions costs. Studies show that money managers in every investment style underperform the market index and lack continuity in performance. These results make the case for index funds. 145 The Essential Biotech Investment Guide 146 Why Index Funds? Index funds are less expensive to create; and because there are no information costs or analyst expenses, they are less expensive to run. In addition, they boast minimal transactions costs and management fees. However, they cannot beat the market index. Type of fund transactions costs: Index fund 0.20%-0.40%; Active value fund >1.30%; Active growth fund >1.75%. Index funds also create less tax liabilities. When Should You Use Index Funds? If the cost associated with active money management exceeds its payoff, then an index fund is a better choice for investors. Instead of simply replicating an index, many funds go beyond indexing by selecting stocks from the S&P Industrial Index, using a four-part screening process, to achieve a combination of quality, potential capital appreciation, and current dividend income. The result is a 15-stock portfolio that seeks total return. Of course, the index can go wrong when the overall market or sector is in a depression. I. Exchange-Traded Funds (ETFs) Let us first discuss the exchange traded funds (ETFs), index-like exchange traded funds and strategies using them. ETFs: Originally conceptualized for institutional investors to trade, hedge, or short an entire portfolio of stocks in a single transaction, their composition changed and became more comprehensive as the demand for these funds increased. A) Core and Satellite Strategy Whether used for all the investor's assets or for a portion of them, ETFs reduce the volatility risk incurred by concentrated portfolios and help to achieve investors' objectives (see Figure 7-1). Healthcare Biotech Index Investing 147 B) Sector Rotation and Instant Access to Thematic Groups Index-linked ETFs allow investors to have exposure to a specific sector, such as pharma or biotech, without the hassle of selecting individual stocks in these areas. However individual stock selection, as recommended by Equity Research, may add value to the portfolio. ETFs are satisfying from a cost, trading, and tax point of view to reflect the sector changes, (see Table 5-2: business cycle model). C) Capitalize on Market Volatility ETF'S allow investors to react very rapidly to any move in the markets because of their rapid response time and their ability to sell short whole indexes, sectors, and styles. D) Risk Management Index-linked ETFs are efficient hedging tools because they allow broad exposure to different markets and sectors. Index-linked funds can be shorted on downticks and hedged at market prices with almost no premium. E) International Exposure ETFs allow investors to build well-diversified, global, or international portfolios as they give access to various international markets and sectors. They can also be used with an existing portfolio of stocks or mutual funds to adopt specific strategies (such as selling short, hedging). Advantages of ETFs 1) Flexibility. Investors are able to achieve multiple operations (buy, sell, or sell short) in the domestic markets as well as international markets in a single transaction. The Essential Biotech Investment Guide 148 Index Core Portfolio: Multi-Asset Class Satellites: Active Managers Layered to Enhance Returns Figure 7-1. Institutional Strategy Evolves to Core / Satellite. 2) Diversification. ETFs allow for diversification in a simple and effective way. 3) Lower expense ratios. Because ETF funds are not actively managed (less research, less trading, and no interaction between investors and fund managers), transactions are less costly. However, this advantage can be counterbalanced by commission costs when buying and selling ETF's. 4) Intraday trading. Index-linked ETFs trade throughout the day, allowing investors to capitalize on market volatility. Presently, index-linked ETFs are traded each day on the American Stock Exchange. 5) Short selling on a downtick. Short selling on a downtick is possible for ETFs, but not for common stocks. Healthcare Biotech Index Investing 149 Options Strategies for Suitable Clients Options on index-linked exchange-traded funds are an efficient way to produce income, reduce risk, and speculate. Eligible clients could adopt such strategies* as: 1) Buy calls or puts to speculate on the ETFs price direction. 2) Simultaneously buy ETF and sell calls to produce income (covered writes). 3) Sell calls against a prior ETF position to produce income and still get downside protection (overwrites). 4) Buy protective puts against an ETF to get protection against a downside loss while retaining any profit opportunity if the ETFs price goes up. 5) Spreads can be less risky than selling uncovered calls, or puts can be used to hedge a long option position. * Please consult yourfinancialand tax advisors for suitability. 6) Tax efficiency. Firstly, Index-linked ETFs have a low turnover. Secondly, there is no transfer of cash at the fund level, due to their unique creation and redemption process. Consequently, there is no tax liability due to inflows and outflows of cash. 7) Quarterly dividends. ETFs produce quarterly cash dividends paid on the underlying stock, less fees and fund expenses. Dividends may be reinvested. 8) No investment style drift. The investment objective is more easily pursued since the portfolios of these funds are usually steady since changes basically result from the rebalancing of the benchmark index. 9) Portfolio transparency. Transparency results from the fact that ETFs reflect their underlying indexes and components of the indexes are made public daily. All necessary information is easily accessed through the Internet quarterly (monthly for iShares) performance data, top sector weightings, holdings, etc.). 10) Margin eligibility. The same way it applies to common stocks, ETFs can be used in a margin account. 150 The Essential Biotech Investment Guide 11) Limited premiums/discounts. Index-linked ETFs use a unique creation/redemption process, which allows for ongoing arbitrage opportunities. The result of this has been that premiums/discounts completely disappear for domestic index-linked funds and considerably decrease for international ones. 12) Liquidity. Index-linked ETFs provide liquidity in two different ways: • Through secondary trading on an exchange, and • Through the creation process. The latter implies that an authorized participant buys the underlying basket of shares and puts it into the fund in return for a block of ETF shares. As a result, the liquidity level depends on the liquidity of the underlying basket of stocks. Index-Linked ETFs The index-linked funds' quick expansion should result in growth of the ETF industry. Index-linked funds are widely accessible both domestically and internationally. Similar to stocks traded on a major exchange, ETFs have the same advantages of liquidity and visibility. Each ETF is designed to follow a designated index or basket of securities. ETFs are used for asset allocation, sector rotation, and hedging strategies. Major brand names are iShares, Spiders, Qubes, and Diamonds. Close-End ETFs Close-End ETFs (CEFs) also allow easier access to financial markets. They are professionally managed and diversified portfolios, but unlike open-end funds, there is a limited number of CEF shares issued and traded on the major exchanges. Transactions can take place throughout the day so the share price of a closed-end fund can fluctuate up and down to the net asset value of the fund. Healthcare Biotech Index Investing 151 Advantages of Close-End ETFs 1) Professional management. Dedicated and respected professionals monitor closed-end funds' investments. 2) Access to illiquid or inaccessible Markets. Closed-end funds make it possible and cost-effective for US-based investors to invest in certain specialized or illiquid markets. 3) Potential to buy assets at a discount. One major advantage of investing in CEFs is that they allow investors to increase their total returns since they can buy the share price of CEFs at a discount. This benefit occurs as the discount narrows. 4) Lower expense ratios. Costs resulting from continuous inflows and outflows of cash do not apply to closed-end funds the way they do to openend funds. II. Index Investing Introducing the iShares-Nasdaq Biotechnology Index Fund The iShares Nasdaq Biotechnology Index Fund (also called iShares Nasdaq Biotech index stock) allow the stocks comprising the Nasdaq Biotechnology Index to trade as a single security: 1) Tracks like an index fund, works like a stock. Investors find the iShares Nasdaq Biotechnology Index to be both cost-effective and efficient as it offers wide exposure within the biotech sector and the use of the same strategies applied with stocks. 2) Can be bought or sold whenever the market is open. The iShares Nasdaq Biotech index stock can be bought or sold through any brokerage account. 3) Settles just like a stock trade. The iShares Nasdaq Biotech index stock trades like ordinary shares of stock. It can be sold short and bought on margin and transactions may occur at any time during the day. 152 The Essential Biotech Investment Guide 4) Shields investors from the costs of shareholder activity in funds. The iShares Nasdaq Biotech index stock is not actively managed since its purpose is to follow the Nasdaq Biotechnology Index. Consequently, the cost of trading securities and portfolio turnover is significantly decreased. Moreover other investors' activities have less impact on the investment. 5) History of the Nasdaq Biotechnology Index. In 2000, it increased 23% and represented the largest and most actively traded Nasdaq biotechnology stocks, including companies involved in biomedical research. It is a capitalization-weighted index. Advantages of iShares 1) Cost-Effectiveness. Although trading the iShares Nasdaq Biotech Index Stock incurs brokerage commissions, management fees being significantly less than they are for most mutual funds counterbalance such costs. 2) Tax Efficiency. Tax payments are usually lower for iShares holders than they are for holders of actively managed funds because iShares investors only become tax liable for their capital gains, when changes are made to the benchmark indexes. Figure 7-2 shows the strategy of tax loss harvesting at the year-end. 3) Diversification. Diversification is as broad as it is for index funds. 4) Transparency. All the components comprising the iShares Nasdaq Biotech index are published every trading day, unlike mutual funds, which have an obligation to disclose their entire holdings only twice a year. III. Strategies Using Biotech and Pharmaceutical BOXES New Financial Engineered Products Pharma BOXES (symbol DGE) are known as Amex Equal Weighted Pharma Index. Unlike Mutual Funds, ETFs, UITs or HOLDRS, BOXES provide 100% of the price appreciation and dividend payout of the stocks underlying the index to which they are linked without any ongoing fees, expenses or backend "loads." In addition, they provide payment of an Healthcare Biotech Index Investing annual supplemental coupon (See Table 7-1). BOXES include: 153 Some characteristics of Exchangeable for Cash No Ongoing Fees or Expenses Pass-Through of Dividends Annual Supplemental Coupon Exchange Listed Convenience and Cost Effectiveness: Single Trade In summary, BOXES offer portfolio diversification with tax convenience. Because BOXES provide diversification in a single security, investors will not be subject to annual allocations of mutual fund capital gains. The Essential Biotech Investment Guide 154 Possible Responses Take Losses • Biotech Stocks • Biotech Mutual Funds Equitize Cash in iShares Equivalent iShares to Create "Core" • QQQs, BBH, DGE • Select Sector Spiders Swap to Technology iShares Swap to iShare Sector Fund Figure 7-2. Tax Strategy: Loss Harvesting. Table 7-1. How Do Pharmaceutical and Biotech BOXES Work? Investor Investment Bank Initial issuance Cash equals to a fraction of the aggregate closing prices of the underlining stocks Issue BOXES Ongoing Quarterly base coupons Annual supplemental coupon Exchange by investor Sell BOXES Redemption by issuer Maturity Cash settlement based on the aggregate closing prices of the underlining stocks plus accrued but unpaid base coupon amounts Chapter 8 Risk Management Considerations for Biotech Investors with Concentrated Equity Positions T I ^he Enron case gave investors and employees a shocking wake-up call on how to better manage their retirement or 40IK with concentrated positions. Some investors maintain diversified portfolios whereas others have a concentrated equity position, that is, their overall equity portfolio includes a large percentage of a single stock. Although there is a higher risk in terms of volatility of returns for the latter category of investors, they are often reluctant to diversify because the sale of shares to reinvest into other stocks would result in taxable capital gains and because of other factors, such as their emotional attachment to the stock. Consequently, before making a decision about whether to diversify or not, one must analyze the effects of either strategy. The following provides some insight into possible strategies. Keep in mind that any strategy has to be adapted according to the specific situation and goals of each particular investor (see Table 8-1). 155 156 The Essential Biotech Investment Guide Alternative 1: Retention of the Position and Associated Risks The main risks associated with a single stock are of two kinds: Systematic risk, or "market risk," which relates to the economic situation in general. It cannot be eliminated. Non-systematic risk, or "firm-specific risk," which relates to a particular firm. It can be eliminated. One way to eliminate or reduce this risk is by diversifying by holding 40 or more stocks (Figure 8-1). Eliminating non-systematic risk serves to reduce volatility of the overall portfolio compared with the average individual stock. This is important to note from a return point of view since the higher the volatility, the lower the preservation of the accumulated wealth. Figure 8-1. Systematic Risk and Company-Specific Risk. Objectives Hedge risk • Company specific • Industry Market Liquidity needs • Short-term • Long-term Diversification Defer Taxes Retain voting rights Risk Tolerance Strategic/Business Methods of Pure Risk Management • • • • • Assumption Avoidance Reducing Sharing Transfer 33 % Retention Liquidation Monetizing Hedge Decisions I 3 Q> CQ CD 3 CD 3^ o o 3 C/j Risk Management Vehicles for Low Cost, Concentrated and/or Restricted Biotech Securities I Asset Diversification Strategies Wealth Preservation, Enhancement and Transfer Strategies Figure 8-2. Risk Management Strategies for Low-cost, Concentrated and/or Restricted Biotech Stock. 03 5" 3" o 33" < CD CO 158 The Essential Biotech Investment Guide Alternative 2: Liquidation of the Position and Reinvestment of Net Proceeds The major impediment to diversifying is taxes. Every sale of share gives rise to a capital gain, which is subject to taxes. To come up with the right decision, investors must find out how much more the rate of return should be on the diversified portfolio, as compared with the single stock, should be, to compensate for the tax liability over a certain period of time. Graphs show that the required rate of return on the diversified portfolio decreases as the investment time horizon increases. Thus, investors investing for the long term should be more prone to diversification since the time allocated to recoup the tax liability is greater. For those investing for the short term, only specific life events should make them decide to diversify despite the tax liability. From a different viewpoint, the tax cost incurred by diversification can be considered an "insurance premium," paid to prevent the value of a single stock from a major decline and therefore to conserve the overall accumulated wealth. Alternative 3: Hedging, Monetizing, and Diversification Strategies Because the two previous strategies have disadvantages, investors have been looking for additional strategies that allow them to diversify and/or increase liquidity, without incurring an immediate tax liability. The following alternatives represent ways for investors to uphold many of the benefits of ownership and limit the volatility of their position at the same time. Protective Put Option The investor buys a put option, settled in cash. This gives the right to receive a cash payment for the amount by which the strike price of the option exceeds the stock price at maturity, if any. The investor pays a fee for the downside protection obtained, and benefits from all upside potential. Risk Management Considerations for Biotech Investors 159 Zero Cost (Cashless) Collars The investor simultaneously buys a put option and sells a call option, both settled in cash. Such strategy allows for hedging a concentrated equity position while retaining the upside potential. Advantages are that there is no up-front payment for the hedge, and shares need not be sold. Exchange Fund The investor donates certain concentrated equity positions of low-basis or restricted shares in exchange for shares of a professionally managed diversified portfolio. Such transfer should not incur federal income tax liability (according to Tax counsel). One should note that legislation has been introduced that may eliminate this benefit. Charitable Remainder Trust The investor irrevocably delivers securities to a trust and designates an income beneficiary, who receives a lifetime cash flow (often the investor) and charitable beneficiaries. When the property is removed from the estate, the investor will benefit from a charitable income tax deduction. Borrowing on Margin The investor obtains a loan collateralized by a concentrated equity position to increase liquidity and achieve diversification through reinvestment of the loan proceeds. In that case, the interest expense is generally tax deductible against an equal amount of net investment income. However borrowing on margin does not hedge against future declines in the value of the stock. Conclusion Although investors with concentrated equity positions incur higher risk, because of greater volatility of their portfolio, the decision to diversify is not an easy one. 160 The Essential Biotech Investment Guide Several factors should be taken into account: • The percentage of net worth represented by the concentrated equity position • The built-in capital gain and associated tax rate • The investor's investment time horizon and objectives • (Over a long period of time, it is possible for a single stock to outperform the market) • The perceived strength of the underlying security. In any case the right decision is unique for each investor and is very much dependent on the investor's risk tolerance. The goal is to find the right balance between risk and rate of return. In most cases, the best results will be achieved through a combination of several of the above alternatives. Whereas all of the alternatives in "alternative 3" allow for deferring taxes, they do not provide the same advantages in terms of Diversifying, Hedging and Monetizing (Table 8-1). Table 8-2 is a summary of their effect on the portfolio. Risk Management Considerations for Biotech Investors 161^ Table 8-1. Hedging and Monetizing Strategies. STRATEGY Protective Put Option Cashless Collars Exchange Fund Charitable Remainder Trust Borrowing on Margin OBJECTIVE HEDGE YES YES YES MONETIZE NO except if combined with loan NO except if combined with loan NO except if combined with loan PARTIAL YES NO YES DIVERSIFY NO except if combined with loan NO except if combined with loan YES YES YES Table 8-2. Risk Management—Summary of Strategic Outcomes. Disposition Defer Capital Gains (low tax basis) Remove future price risk Retain voting rights Certainty of sale/price Covered Call Writing Yes Put Purchase No ZeroPremium Collar Yes Yes Participating Pre-Paid Forwards Yes Yes Yes Yes/No Yes Yes No Yes Yes Yes Yes Yes/No No No No No 162 The Essential Biotech Investment Guide Glossary Affiliate: An "Affiliate" is generally defined as an officer or a director of the issuing company or a beneficial owner of more than 10% of the issue. American Style Option: Exercisable at any time prior to and including the expiration date. The value before expiration of American Style options will typically be greater than or equal to the intrinsic value. Call Option: A call option gives the holder the right, but not the obligation, to buy the underlying asset at an agreed strike price at any point during a fixed period of time (American Style) or on a fixed date (European Style). Capital Gain: The gain reflects the increase in the value of a capital asset (an investment or real estate property) above that of the purchase price. The gain is not realized until the asset is sold. A capital gain may be short-term or long-term, but both must be declared as income for tax purposes. Cash Settlement: The settlement of an option contract at expiration through the payment of cash in the amount by which the option is in the money, i.e., the difference between market value and strike price. European Style Option: Exercisable only on the expiration date. Value before expiration of European Style Put Option may be less than the intrinsic value. Intrinsic Value: The difference between the market value and strike price. For Calls, the intrinsic value = market price - strike price. For Puts, the intrinsic value = strike price - market price. Over-the-Counter Option: A customized option (strike prices, maturities, and settlement features), which is privately negotiated between the investment bank and a counter party. Physical Settlement: The settlement of an option contract at expiration through the physical delivery or receipt of the underlying asset. Put Option: A put option gives the holder the right, but not the obligation, to sell the underlying asset at an agreed strike price at any point during a fixed period of time (American Style) or on a fixed date (European Style). Restricted Equity: Rule 144 identifies two primary categories restricted securities: (1) Stock (registered or unregistered) of issuing company owned by an Affiliate of the issue. (2) Unregistered shares issued by the company or acquired through a private transaction. Rule 145 restricts the sales of restricted securities received through a merger, consolidation or reorganization by (l)an Affiliate of the disappearing company, but not an Affiliate of the surviving company; (2)an nonAffiliate who acquired shares through a private transaction. Chapter 9 Managing Biotech Stock Options: Your Employee Benefits B iotech stock options provide biotech businesses a new way to compensate their employees for continuing years of service. However, their widespread use is a recent phenomenon. Originally distributed to board members only, biotech options are more widely distributed in order to enhance corporate culture and create a tangible interest in the success of the company. The theory is that if an employee owns a piece of the corporation, their work may become more focused. Forty-years ago, Intel was the first company to make biotech options available to all employees. In order to attract illustrious candidates and retain valuable employees, other large wellknown companies have followed suit: Pepsico, IBM, General Electric, and Wal-Mart, to name a few. Now, most biotech start-ups use these incentives to attract quality technical and business teams to work for them. The question of how to handle biotech stock options well is very important to their holders, especially if they represent most of the holder's net worth. Glossary Disposition The owner of a newly acquired biotech stock exchanges, sells, gives away, or otherwise transfers ownership of the purchased biotech stock. 163 164 The Essential Biotech Investment Guide ESOP A type of qualified plan called a biotech stock bonus plan. It invests primarily in the company's biotech stock. Unlike 40IK plans, ESOP's can borrow funds to purchase biotech stock. However, participants are taxed only when they receive distributions. ESPP (Section 423 Purchase Plans) The employee can purchase a biotech stock at up to a 15% discount from the market value. Similar to incentive biotech stock options, this plan can offer some preferential tax treatment if certain rules are met. Participation cannot be limited to senior ranking executives. Exercise Date The day that the employee physically conducts the transaction resulting in the purchase of company biotech stock. Expiration Date The day that biotech options can no longer be exercised, or the date that the holder can no longer turn biotech options into biotech stock. Fair Market Value The price that the biotech stock is selling for, either in the market (on NYSE or NASDAQ, etc.), or for non-public traded biotech stock, the value as determined by the company. 401 (K) A plan whereby an employee can set aside pre-tax dollars to save for retirement, lowering the employee's total taxable income. In many instances, the employer matches these contributions. Grant Date The day that biotech options are available to the employee. Qualified Plans ESOPs and 401Ks can be termed as qualified defined contribution plans. By adhering to certain rules, the plans protect the participants' interests and include various tax benefits. S.O. Programs Holders of biotech stock options actually hold the right to purchase biotech stock at a specified price during a specified time frame. Vesting Date The day that the employee is able to exercise the biotech option, therefore turning the biotech option into a biotech stock. Managing Biotech Stock Options 165 Four Types of Common Vesting (see Table 9-2): Straight Vesting Equal portions of your biotech options are available for exercising, each year, over a specified number of years. Example: An individual might have 20% of his or her biotech options vesting each year, for five consecutive years, at which time 100% of the biotech options would be available for exercise. Step Vesting Various increments of biotech options vest themselves each year, over a certain number of years; the portions are unequal. Cliff Vesting An all or nothing situation. When a certain number of years have been reached, all biotech options vest at once. Performance Vesting A vesting schedule that is tied to predetermined goals set by the company, such as earnings levels or revenue expectations. For example, vesting occurs when the company's fourth year earnings top $0.50 EPS, or when company has five major strategic alliances. Non-Qualified Biotech Options Non-qualified biotech options are the most common and the most flexible. Exercising these biotech options will subject you to ordinary income tax on the difference between the grant price and the exercise price. However, if you hold the biotech stock and sell at a market increase, you will be subject to capital gains tax on the appreciation. You will have made money, but you must pay taxes on that amount. For example, in 1995 you received a biotech stock option to purchase 500 shares in your ABC biotech company. The grant price was $5 per share (Table 9-1). Once your biotech option vested in 1998, you chose to exercise it, noting that the fair market value of the share had risen to $12. At this time, you would have paid ordinary income tax on the difference between the grant price and the fair market value price, a seven-dollar per share increase. When the biotech stock increased to $15 per share two years later, you choose to sell. The taxes now due would be the difference between the fair 166 The Essential Biotech Investment Guide market value on the date of exercise and the sale price of the biotech stock or three dollars per share. As you can see, if you follow this taxation process, you can then benefit from lower capital gains rates on the shares' appreciation. Incentive Biotech Options Given the same example, there would be different tax implications for the incentive biotech option, as they do not generate ordinary income tax when exercised. However, the difference between the grant price and the fair market value on the exercise date may have to be taken into account for the Alternative Minimum Tax (discussed later). Incentive biotech options, often reserved for the top executives in a firm, have a few inherent tax advantages, but often more restrictions. These include: • Incentive biotech stock options can only be granted to and exercised by current employees within three months of termination of employment. • In order to have a qualified transfer with incentive biotech stock options, you must hold the biotech stock for at least two years after the grant date, and at least one year after the exercise date in order to take advantage of capital gains tax rates. If your exercise meets these requirements, the full difference between the grant price and the sell price will be taxed as a capital gain. • However, should the exercise not meet the terms mentioned above, the difference between the grant price and the fair market value on the exercise date will be taxed as ordinary income, and any appreciation after the exercise date will be taxed at the capital gains rate. • Only $100,000 worth of biotech option may become exercisable in the first year. 167 Managing Biotech Stock Options Table 9-1. How Do Biotech Options Work? Price 1995 1996 1997 (exercise) 1998 Strike Price $5 5 8 10 15 Profits 0 3 5 15 NSO N/A N/A $5 income (10-5) $5 capital gain (15-10) ISO N/A N/A $5 capital gain (10-5) $5 capital gain (15-10) Your Biotech Option Plan A few simple steps will facilitate navigating your biotech option plan. • After your employer grants you biotech options, you are generally obligated to wait for your biotech options to vest. The style of vesting may be any of those listed in the glossary. • Once your biotech options have vested, you have specific time parameters in which to vest them. You are now able to purchase shares of the company's biotech stock, at a stated price, during the timeframe set forth in the biotech option. • Following your purchase of the biotech stock, you can sell it immediately, or hold the shares in anticipation of a value increase. Caveats First, do not let your biotech options expire! You will often have 5-10 years to exercise your biotech options, and it is important to keep track of dates. If the exercise date passes, you may lose out on a substantial benefit. Also, understand the impact that terminating your employment will have on your biotech option plan. Usually, you have three months from your last date of 168 The Essential Biotech Investment Guide employment to exercise vested biotech options (Table 9-2). The unvested biotech options will be lost on your resignation date. Table 9-2. Biotech Stock Options Vesting Methods. Vesting Methods Yearl Year 2 Year 3 Year 4 Straight (most common) 500 500 500 500 Step 40% 65% 85% 100% Cliff 0 0 0 2000 Performance 0 0 $15 share price or $0.50 EPS Though various biotech option plans are extremely beneficial, a balanced portfolio is still important. Investing too heavily in a biotech company stock places a strong dependency on company performance. Faith in your company and work product is necessary; however, hedging your bets for retirement is vital to your financial future. How do we make these biotech options work for you? Options can be exercised in three different ways: 1. Cashless Exercise 2. Sell to Cover 3. Cash Purchase and Hold 1. Exercise: Biotech Option Fitness Cashless exercise is the most common kind, particularly relating to nonqualified biotech options. If you are a new employee just beginning to Managing Biotech Stock Options 169 receive biotech options or do not have large cash reserves at your disposal, you may elect this type of exercise. A brokerage firm will act for you and on your company's behalf to clear the trade in which the biotech stock is purchased and sold immediately. The biotech stock is awarded to the company at the grant price. The difference between the exercise price and grant price, your profit, is paid to you in cash. However, if your biotech option is an incentive biotech option, cashless exercise does not meet the requirements of a qualified transfer, and you will not receive favorable tax treatment for incentive biotech options. 2. Purchase and Hold There is, however, no requirement to sell your biotech stock after you have exercised your biotech options. In fact, if you have the cash to exercise the biotech options outright, holding the biotech stock is an attractive alternative, and can be lucrative should the shares increase in value. Ownership in a firm may be a good investment and smart addition to your portfolio. 3. Sell to Cover This strategy requires three simple steps. First, exercise your biopharmaceutical biotech options. Second, purchase the shares. And third, sell only enough shares to cover the costs of the transaction. This entire strategy is completed without exchanging any cash. The remainder of shares, the unsold shares, become part of your portfolio and will reflect the any future market movement. Alternative Minimum Tax (AMT) Alternative minimum tax (AMT) was conceived to ensure that taxpayers in the higher income brackets, who normally reap large savings through deductions and loophole exemptions, pay at least a minimum amount of tax. If your AMT is higher than your regular tax payment, you will have to pay the AMT at the time of exercise. If you are not subject to AMT, the first time the incentive biotech option will be taxed is at the first sale. To figure 170 The Essential Biotech Investment Guide the amount of AMT you owe, your accountant will recalculate, and reinsert certain "preference" items. Ultimately, you will end up paying a larger amount, although there is a designated exemption amount. For example, the general tax rate for the first $175,000 of AMT taxable dollars is 26%. If you pay AMT in a year that does not apply to your standing, you will be given a credit in that year. Alternative Biotech Stock Acquisition Programs Biotech stock option plans are not the only way for employees to acquire ownership in the company; other plans include ESOPs, 401Ks and ESPPs. Certain events, such as retirement or careers changes may require and encourage you to rethink your portfolio's allocation. Taking a distribution from your retirement assets or moving funds into another vehicle, perhaps a tax-deferred IRA Rollover, is a biotech option. This type of account will maintain the tax-deferred status of your assets. Also, particularly in the case of a job change, if you are under 59 Vi, moving your funds into the IRA Rollover directly may help you avoid premature distribution penalties. Managing Tax Implications: Who Wants to Be a Millionaire? As friends or family that have worked for an Internet start-up company know, their compensation packages include stock options galore and modest salaries. In the era of the Internet boom, employees saw their Internet options increase hundreds of percentage points four or five years ago. The same situation may hold true for genomic companies in the year 2000. Since their companies gave biotech stock to employees outside of taxdeferred retirement plans, the extraordinary price increases created fast wealth and extreme tax situations. If you are lucky enough to be in this situation, there is relief in the form of an 83(b) election. Managing Biotech Stock Options 171 83(b) Election When your employer gives or sells you company biotech stock outside of the qualified plan, you will be subject to a vesting period before you can sell the biotech stock. Once the vesting period has expired, you are the certified owner of the shares. Consequently, you must report the full value of the biotech stock as compensatory income-even if you choose to hold the shares indefinitely. However, if you choose to make the 83(b) election within 30 days of the biotech stock grant, you will pay ordinary income tax on the biotech stock when you receive it, not when it vests. This means you will pay the fair market value of the shares on the grant date minus the purchase amount, if any, you paid for the shares. Any appreciation thereafter would be taxed at lower capital gains rates. The Case for Election Take a hypothetical situation. You become employed at a start-up biotechnology company. They offer you 2,000 shares of biotech stock, with a fair market value of $2.5 per share and a two-year vesting period. You pay nothing for the shares, and do not report any income. During the next two years, the company goes public and the biotech stock begins to rise. Two years later, the company has gone public, and is trading at $100.00 per share. Your biotech stock has now vested, and you will have to report $200,000 of compensatory income-taxed at federal rates up to 39.6%. Paying a monstrous sum of $79,200 in taxes is not a pleasing prospect. However, different rules apply if you make the 83(b) election. Instead of paying taxes on the biotech stock when it vests, you can pay taxes when you receive the biotech stock. At federal tax rates of 39.6%, you would only pay $1,980 on the $5,000 worth of biotech stock received (2000 shares at $2.5). Furthermore, you would not have to report anything until the biotech stock vests. Upon completing the vesting period, your biotech stock value has risen to $200,000. After reporting the $195,000 share value appreciation as a long-term capital gain, your tax rate would be assessed at the much lower capital gains 172 The Essential Biotech Investment Guide rate of 20%. Taxes due now amount to $39,000. Adding the $39,000 to the $1,980 from your initial payment supposes a tax payment of $40,980 on your investment. The 83(b) election has shaved $38,220 off your total tax payment. This is money in your pocket, and the savings provided through the 83(b) election is significant. In other word, your volunteering to pay taxes in the year you receive your biotech stock can cut your tax bill in half. It is important to remember that this election must be made within 30 days of receiving the biotech stock, and you will need to file certain information with the IRS and your employer. Election Risks If your biotech stock increases in value substantially, the election should be to your benefit. As we all know, biotech stocks do not always perform well. If the shares decrease in price, you will probably have overpaid the government. Now that the exercise price is lower than the grant price, there is no capital appreciation and therefore no savings for you in having chosen the election. You should also consider how long you intend to stay with your biopharmaceutical company. If you've chosen the 83(b) election, and you leave your firm before your biotech options vest, you will have paid taxes unnecessarily on assets that you do not own, and never will. Net Unrealized Appreciation (NUA) There is another strategy to take if you have a large concentration of highly appreciated biotech stock and the discretionary income to pay an immediate tax and/or penalty. Moving your assets into a non-tax deferred account is a good start. Net unrealized appreciation allows you to move employer biotech stock from your ESOP or 401 (k) plan at the plan's cost basis for the biotech stock. You must pay ordinary income tax on the cost-basis amount, and may be assessed penalties if you are younger than 59V2. However, once you take a distribution, you will only be subject to capital gains taxes at the current maximum rate of 20% on the net unrealized appreciation (instead of the ordinary income tax rate of 39.6%). This capital gains tax will be paid when the biotech stock is sold. In order for the shares' Managing Biotech Stock Options 173 appreciation to qualify for the "long-term" capital-gain tax categorization, you must hold the biotech stock for 12 months after taking the distribution. State and local taxes may have different stipulations. Making Uncle Sam's Tax Rules Work for You This hypothetical situation will illustrate the power of the NUA strategy. The biotech stock in the plan has a cost basis of $100,000. The value of the biotech stock upon a lump sum distribution is now $2 million. Given the net unrealized appreciation strategy, only the initial cost basis of $100,000 would be taxed at the ordinary income tax rate of 39.6%. If the biotech stock is held for at least a year, the remaining $1,900,000 appreciation can be treated as a long-term capital gain, and therefore be taxed at the lower capital gains rate 20%. The tax advantage becomes evident. However, if the participant had decided to roll the entire account into an IRA, not taking advantage of the election, the entire $2 million would have been taxed as ordinary income when it was distributed. Using the top federal tax rate of 39.6%, taxes due would amount to $792,000. The NUA strategy, conversely, would have necessitated a tax payment of only $419,000. A $372,400 saving is certainly worth it. In addition to saving, the participant also has more control over their outgoing tax money. By choosing to sell various amounts of biotech stock at different times, as long as the shares have been held for more than a year, the owner will only pay capital gains rates on the amount of shares sold. This page is intentionally left blank Chapter 10 An Introduction to Healthcare Biotechnology Hedge Fund Investing TTedge fund investing has grown tremendously over the last decade and •*• -'-is expected to continue this growth because more individual investors are allowed access to hedge fund investing and more institutions are providing this type of asset opportunity. Major reasons to invest in a hedge fund are: • High rate of return • Access to specialized strategies • Low correlation to traditional asset classes • In some cases, potential downside protection during difficult markets. Characteristics of a hedge fund are: 175 176 The Essential Biotech Investment Guide 1) Investments are protected against market fluctuations, because they include both long and short term investments (market-neutral). 2) Flexibility in terms of strategy and regards to which hedging is used. 3) Hedge funds usually do not have to register with the SEC. 4) Money is raised through private, rather than public offerings to investors who may be wealthy individuals or institutional clients. 5) Hedge fund managers typically commit their own money in the fund and receive a related portion of profit. Hedge Fund Investment Styles Characteristics of Hedge Fund Managers Compared with Traditional Money Managers: Opportunistic Investment Style. Hedge funds are usually not registered with or regulated by the SEC. Therefore, managers are given more freedom to change strategies without investors becoming involved. Performance Measurement. Hedge fund managers' performance is not measured nor does it take into account market fluctuations. Their investments should be profitable whatever the market conditions. Specific Fees. Managers receive most of their compensation through performance fees (allocation or carry of interest) that they can charge since hedge funds are not regulated. Because managers also manage their own money, their interests are usually the same as those of investors, but it may lead them to take too many risks. Introduction to Healthcare Biotech Hedge Fund Investing 177 Legal Structure. Hedge funds are usually a limited partnerships or limited liability companies. Advertising or Promotion Limitations. Since hedge funds are not registered, they cannot promote their funds in general solicitations. Flexibility to Use a Range of Investment and Risk Management Tools. Unregulation allows managers the flexibility to achieve high returns while minimizing risk and the ability to avoid market uncertainties. Three Ways to Participate Healthcare-Biotech Hedge Funds 1) Invest Directly Investors must have a high level of net worth and liquidity and the ability to conduct independent and intensive investigations, since the information disclosed by hedge fund managers may be scarce. Because of the usual high minimum investment requirements (from $1 million to $5 million), hedge funds remain inaccessible to many investors. 2) Use a Consultant Consultants act as intermediaries between investors and hedge fund managers to match the needs of their investors with those of the hedge funds' strategy and performance. 3) Invest Through a Third-Party Firm This popular method allows easier access to hedge fund managers and requires lower minimum investments (from $100,000 to $250,000). Investors' assets are combined and turned over to managers. Firms providing hedge fund strategies are able to build long-term relationships with managers, perform professional investigation, and offer their expertise in asset allocation. 178 The Essential Biotech Investment Guide Conduct Necessary Due Diligence Prior to Investing in Healthcare Hedge Fund Such requirements exist whether investments are direct or involve an intermediary. Due-diligence customarily includes: • Background checks on the manager. It is important to monitor the manager's track record to determine if the fund's performance is based on personal management decisions. • Fund's performance compared with competitors. Suitable indices may be used to assess performance over the long term. • Amount of money under management. Too much money under management may lead to lower performance. Also, the amount of money managed over time should be monitored. • Composition of the management team. The skills and qualifications of each team member (i.e. analysts, traders) should be such that they attract investors. • Amount of money that the manager and team invested personally. The higher this amount, the higher the connection is with investors' interests • The fund's tax implications. The tax strategy should be efficient: How are the returns before and after tax? What is the timing to get the K-l report? • The manager's liquidity schedule. It is important to know how often shares can be traded and if there is minimum lock-up period. • The rights of investors within the fund. Introduction to Healthcare Biotech Hedge Fund Investing 179 Conclusion The growing accessibility of hedge fund investing has broken traditional barriers restricting it to large investors. Favorable market conditions in the 1990s have fostered this expansion and made available information and a significant increase in the number of funds. The main advantage resulting from hedge funds investing is its high potential for profitability. However, in order to balance risk, investors should diversify and make sure they have access to accurate information. Summary-Hedge Fund Strategies There is a large array of strategies available to managers. Such strategies can be altered, depending on market fluctuations. Long/Short equity The manager invests in undervalued or overvalued equities. This strategy may be used in one or several industries. Relative value/market neutral Such strategy implies buying and selling at the same time similar securities to take advantage of pricing differentials. The goal is to smooth the effect of market fluctuations. Macro Macro-economic models are often used to decide on various global strategies (i.e. across countries, markets, and currencies) and to invest in different financial vehicles. This strategy is characterized by flexibility but implies a high degree of risk. 180 The Essential Biotech Investment Guide Distressed securities Such strategy implies to invest in companies with financial difficulty, in the process of restructuring, or bankruptcy, or with low credit ratings. Portfolios usually concentrate in debt instruments. Merger arbitrage/event-driven Managers invest in companies, going through a process of a major change in their financial structure and operating strategy. In order to protect the portfolio, managers need to carefully manage risk, diversify, and use hedging strategies. Short selling Managers speculate, establishing short positions in companies that are expected to go downward. Emerging markets Managers invest in debt and equity securities in new financial markets with high growth potential. Sector Such strategy concentrates investments in specific sectors that are expected to grow significantly (such as technology, and health sciences). Chapter 11 An Introduction to Healthcare Biotechnology Private Equity Investing O nce reserved only for institutional investors (such as pension plans), private equity investments are attracting more individual investors because they offer more opportunities. By definition, private equity investing means making an investment in the nonpublic securities of a company that may or may not be public. Table 11-1 lists the pros and cons of private equity investing. There are three general categories of private equity investing, each of which has its own subcategories, differing by investment strategies: • Venture capital • Buyouts or leveraged buyouts (LBOs) • Special situations 181 182 The Essential Biotech Investment Guide Table 11-1. The Pros and Cons of Private Equity Investing. Advantages of private equity investing Attractive rates of return Low correlation with the public equity markets Potential tax advantages (because of long-term) Concept of "Perfect Information"* Drawbacks of private equity investing Risk because of irregular capital calls and harvest schedules Illiquid nature of most private companies Risk of loss of capital * "Perfect information" refers to the ability private equity managers have to access crucial information such as the strategic and tactical plan of the firm. Such access to information is most helpful in deciding in whether to invest and when to invest. I. Healthcare Venture Capital Venture capital is a business, which consists in building businesses, that is, investing in companies that have undeveloped or developing products or revenue. Venture capital typically concentrates in areas such as new technologies: communications, and the biotechnology industry. Over the last few years, venture capital, benefiting from the tremendous rate of return in these sectors, has gone through impressive growth. Nevertheless, while potentially providing higher rates of return, venture capital remains much riskier since it is dependent on fluctuations of the equity markets, (particularly for initial public offerings or IPO's) Introduction to Healthcare Biotech Private Equity Investing 183 Four Investment Stages of Health Care-Biotech Venture Capital Funding 1. Early/Seed Stage Investors commit capital to companies that are still in a conceptual phase of development or are not yet fully operating. Funds are allocated to research, product development, and initial marketing. 2. Second Stage Investors commit capital to companies that are already producing and shipping products or have growing accounts receivable and inventories but may not yet be profitable. 3. Third Stage Investors commit capital to companies that are breaking even, turning profit, or are profitable in order to support a major growth expansion. Funds are typically allocated to marketing, and product development. 4. Late Stage Investors commit capital to provide for the growth of already-established companies. II. Healthcare Buyout Funds Unlike venture capital, buyouts are affected by one or two large buyout funds looking out for funds in the market. Although buyouts are very speculative compared with venture capital, they are usually less risky. Buyouts typically concentrate in areas such as communications, finance/insurance, real estate, and consumer products industries. 184 The Essential Biotech Investment Guide III. Special Situations in Healthcare Special investing situations focus on distressed debt, equity-linked debt, project financing, and one-time opportunities. A major portion of this category includes investment in subordinated debt, also known as "mezzanine debt financing." The distinction between all three categories becomes blurred over time because the distinctive criteria of early/late stage does not apply as much any more. Key Considerations • Private equity investing is particularly relevant for long-term investors. In the long run, they are able to bear the higher risk they incur. • Private equity investing may be a way to diversify the investors' portfolio. The correlation between private equity and public equity markets is low. • Private equity provides a way to invest more efficiently and to foresee future performances. Investors have access to significant data. • Private equity can help to mitigate risk. Investors have control of the management team and strategic direction. • Private equity investments remain illiquid (unless contractually allowed to sell). Usually private equity funds involve a 10-year commitment, which can be extended. • Private equity investors should always keep liquid assets to meet their funding obligations. Originally, investors were required to fund only a small portion of their total capital commitment, the rest funded through subsequent capital calls. • Private equity investing involves two kinds of fees: 1) Management fee: 1-2% of committed capital. 2) Incentive fee or "carried interest" 20% if the fund achieves a certain level of profitability. Usually, fund Introduction to Healthcare Biotech Private Equity Investing 185 managers invest their own capital in order to improve the fund's trustworthiness. • Investors will not reap any benefit in the first years of their investment. The capital invested at the beginning is relatively small, and the cost of management and other expenses is relatively high. How to Participate in Private Equity Investing Restrictive factors to private equity investments are: • High minimum investment levels • Limited access to information For these reasons, this type of investment usually applies only to wealthy investors who can afford to get information and invest on their own. Easier access is made possible through feeder funds or fund-of-funds where investors can access professional due diligence and lower capital commitments. Considerations for selecting a private equity fund are: • The track record from a previous fund • The quality flow of capital into the fund • The experience of the management team Reasons Why the Track Records Are Important? • The fund's objectives usually do not indicate the companies to be invested in. • The track record is an indicator of future success. The Essential Biotech Investment Guide 186 Five Basic Ways To Participate in Healthcare Private Equity Investing Each alternative presents specific features and benefits. 1. Invest Directly Investors have a high level of net worth and liquidity. They must be able to access information to evaluate complex situation. Disadvantages Advantage High rate of return High risk of losing the invested capital Makes diversification difficult 2. Invest in Private Equity Funds Investors invest through funds that are managed by investment professionals. Such funds typically control the companies they invest in. Advantages Disadvantages Allows for diversification Risk of losing capital is low Access remains difficult because of high minimum investment requirements 3. Invest Through a Feeder Fund Investors are individuals or smaller institutional investors. Disadvantages Advantages Minimum investment requirement (usually $1 million) Fees are charged for accessing management 4. Invest Through a Fund-of-Funds This is a fund pool. Money is invested in a number of private equity funds. Introduction to Healthcare Biotech Private Equity Investing Advantages Cost-effective diversification Minimum investment requirement (between $1 and 10 million) 187 Disadvantages Risk of lower performance Additional fees and expenses 5. Invest Through a "Gatekeeper" Consultant Investors are public pension funds and other large institutional investors. A knowledgeable independent consultant can help you select the fund managers. Advantages Disadvantages Helps selecting and accessing private equity fund managers Receives third party asset allocation expertise and constant monitoring of funds Fees Measuring Performance of Healthcare Biotech Private Equity Funds Unlike mutual funds and hedge funds, whose performance is measured by time-weighted rates of return, performance of private equity investing is measured by an Internal Rate of Return (IRR), which is a standard promulgated by the Association for Investment and Management Research (AIMR). The IRR is computed like the yield-to-maturity on a fixed income investment. The reason for not using a time-weighted rate of return is that only a portion of the committed capital is actually invested. The IRR calculation covers only the time when the capital is actually invested and is weighted by the amount invested at each moment. Definition of the IRR: Discount rate used to equate the initial cash outflows associated with an investment and each of the cash inflows that may come from realizations, partial realizations or its mark-to-market. 188 The Essential Biotech Investment Guide Considerations used for comparing the performance of private equity funds: 1) Relevant comparison should be made within the same subcategory of private equity investing because each category has a different risk level. 2) Only private equity funds with the same inception year should be compared because each fund has evolved in a specific environment. Conclusion Private equity funds have grown tremendously in the last decade, primarily due to investments committed by institutional investors. However, more and more individual investors are attracted because of lower minimum investment requirements and easier access to managers. Private equity funds are a good alternative to incorporate into a diversified portfolio in that they potentially allow for higher return in exchange for a higher level of risk. Chapter 12 Retirement Planning Considerations For Biotech Executives and Investors Tf you had worked for Enron, and then left for a new opportunity before -*-their Chapter 11, what options would you have for your 40IK or pension plan? This chapter (along with the biotech option chapter) will discuss the options you can choose and precautions needed to manage risk. Our modern economy requires more investor discipline and several sources of retirement income to succeed. It is important to recognize that Social Security and employer-sponsored pensions are becoming a proportionately smaller part of a retiree's income. Therefore, your personal savings plan will need to be strategic and produce a comfortable return. Figure 12-1 pie chart shown below shows various sources of income for today's retirees. Changing Careers: Affecting Your Retirement Savings When you change careers, there are different options for retirement savings management, each with corresponding consequences and stipulations. If you are on a tight budget, your first thought might be to take the cash distribution from your current plan. Though this may provide instant gratification, the long-term picture is not as satisfying. 189 190 The Essential Biotech Investment Guide Once you take the cash distribution, the tax-deferred status of your retirement savings is no longer in effect, therefore requiring your employer to withhold 20% of all eligible rollover distribution pre-payment of federal income tax. Indeed you may find this 20% doesn't even cover what you owe the government. In addition to federal taxes, depending on your state of residence, you may be vulnerable to state and local taxes as well. Furthermore, if you're under age 591/2, you could owe another 10% of your distribution to the IRS as a penalty for early withdrawal. After paying all the necessary taxes and penalties, your nest egg will be severely diminished. For example, an employee had amassed $100,000 in savings and opted for a cash distribution. This employee would only get to keep $54,000 due to the following tax consequences: 28% federal tax bracket, 8% state and local income tax rate, and possible early withdrawal for those under age 591/2. If you've become employed elsewhere, you may also look at your new company's retirement plan offering. Holding your savings in your past employer-sponsored plan limits your investment choices, as the number of investment vehicles from which you may choose might be smaller than one dozen and consolidation is often prohibited. However, your account can maintain tax-deferred status, and some plans will permit loans. Comparison shopping may prove beneficial, but often the same obstacles may be apparent. Tax-deferred status and loans will most likely be available, your investment choices will still be limited, and generally you will not be eligible for equal payments under rule 72(t). Direct And Indirect Rollovers: Spinning Your IRA A direct rollover is one way in which the money is transferred directly from your employer's plan to another qualified plan such as a rollover IRA; in this case, you will not receive a physical check. Conversely, an indirect rollover occurs when you have recently received a retirement plan distribution check and decided to move it to a qualified plan, such as a Rollover IRA. Unfortunately, the check you received in this instance has had 20% withheld in taxes. In order to roll the entire [eligible] amount it into Retirement Planning Considerations for Biotech Investors 191 an IRA, after you have received a check, you would have to make up that 20% out of your own pocket. Sources of Income in Retirement Earnings 20% Social Security 40% Other 4% Company s Retirement Plan 18% Savings & Investments 18% Source: U.S. Census Bureau, 1998 Figure 12-1. Retirement Sources. Rollover and accumulate rollover IRAs offer the most flexibility when you change jobs. Giving you the widest variety of investment options, Rollover IRA's allow you to consolidate your retirement savings from previous lump sum distributions and future distributions as well. They may be tapped for income prior to age 59'/2 by taking substantially equal payments as defined by the IRS rule 72(t). The IRA rule, 72(t), allows you to tap into your rollover IRA account if you need this money as an income source before you reach age 591/2. If you need to take a distribution, it must consist of substantially equal payments amounts based upon the participant's life expectancy. These payments must 192 The Essential Biotech Investment Guide be taken for at least five years, or until age 591/2, whichever proves longer. The undistributed portion of the account retains its tax-deferred status. The Tax-Deferred Rollover As tax-deferred accounts have significant advantages over taxable accounts, the most important decision concerns the management of your lump sum distribution. Extending the tax-advantaged status of your retirement savings and rolling it into an IRA will allow you an increased time horizon and prolonged tax shelter. Should you roll your assets into an IRA early in life, the benefits can prove lucrative. Examine the hypothetical situation of career changes at age 28, 35, 42, and 49, and an accumulation of $10,000 at each job, assuming a current age of 65, and an steadily 8% growth rate, compounded monthly, with no principal fluctuation. If you chose to begin rolling your assets at age 28 and throughout the next three job changes, the tax-shelter would be most effective for the compounding your earnings, and at age 65 your account would be worth about $366,000. Another situation, assuming continuation of tax deferred status, the value of retirement savings if a lump sum distribution was taken in cashSi 36,000; the difference if you chose the rollover option is over $304,000. Another hypothetical illustration (see Figure 12-2): An individual contributing $2500 per year into a qualified retirement plan (401 (k)) earning 8% annually, compounded yearly for 10 years (assume a 10% early withdrawal penalty and 31% tax rate). Income taxes are due when you take a distribution from a tax-deferred investment. After 40 years, you will have $200,000 more in your tax-deferred account through tax-deferred compounding. Retirement: Strategy Once you make a decision as to which type of IRA(s) to fund, you will need to choose investment vehicles for the accounts, and build a retirement plan strategy that matches your long-term goals and risk tolerance. Asset Retirement Planning Considerations for Biotech Investors 193 allocation will help you to diversify your financial resources among individual asset classes of stocks, bonds, and money market instruments. Particularly appropriate for tax-advantaged accounts are taxable fixedincome instruments, especially zero coupon bonds, mutual funds, and unit investment trusts. Furthermore, the mix of your investments in your IRA accounts will depend upon your long-term goals and time horizon for such goals. Tax-Deferred Strategies Taxable vs. Tax-Deferred Savings $700,000 $600,000 $500,000 Tax-Deferred " ivestment ax-Deferred Investment After Taxes $400,000 + s i o i ,500 $300,000 $200,000 + S27.000 $100,000 10 Years 20 Years 30 Years 40 Years Assumes saving S2500 ciich year. 8% annual rate of return and 31% tax brackei. Transaction cost is not included. Figure 12-2. Tax Deferring Advantage. This page is intentionally left blank Chapter 13 Charitable Disposition of Appreciated Biotech Stocks Tnvestors with concentrated biotech equity portfolios are reluctant to sell -•-their securities, as they are liable to capital gains tax. As some of the strategies used to defer or even eliminate tax liability (equity swaps and in some cases short against the box) are not allowed any more, investors look for alternative opportunities to save on tax payments. Apart from hedging and other strategies used to defer federal and/or state tax liability (such as cashless collars, exchange funds, and covered call writing), investors may consider charitable giving techniques. Such techniques, not only fulfill the philanthropic objectives of investors, but unlike direct donations they provide tax advantages while removing appreciated biotech stock from portfolios. Such advantages consist in: • Minimize or avoid undesirable tax consequences • Obtain an immediate tax deduction • Diversify holdings • Benefit charitable recipients • Promote charitable objectives 195 The Essential Biotech Investment Guide 196 Three major instruments are used to achieve these goals: • Private foundations • Charitable remainder trusts • National philanthropic trusts Both these instruments should be utilized according to each investor's specific situation and with the advice of legal and tax advisors. I. Private Foundations A private foundation is a not-for-profit charitable entity-a trust or a corporation depending on state law-that offers an individual many advantages for charitable giving as well as income, gift and estate tax savings. There are different types of private foundations. We will concentrate on the non-operating private foundation, which allows the donor, as a board member or trustee, to keep some control over the foundation distributions. However, tax laws impose stricter conditions on private foundations than they do on public charities in terms of operation requirements and deductibility of contributions. The reason for this is that donations to public charities are usually used more quickly to satisfy charitable purposes. Before the Taxpayer Relief Act of 1997, the amount of the deduction for contributions of appreciated stock (publicly traded stock held for at least one year) was based on the property's cost basis. Since 1997, this amount is now based on the full fair market value of the securities. Such provision was extended after it expired in 1998, to contributions made after June 30' 1998. However the total amount is limited to 20% of the donor's adjusted gross income (30% for public charities) with any excess deduction carried forward for a maximum of five years. In practice most of the 35,600 U.S. private foundations are family run. To establish and operate a private foundation requires between $500,000 and $5,000,000 to cover costs. The IRS monitors the activities of private foundations. There is a yearly tax (1 or 2%) on net investment income. A Charitable Disposition of Appreciated Biotech Stocks 197 minimum of 5% of the average annual market value of their assets has to be distributed every year. If the private foundation does not comply with the legal requirements, or takes measures that might endanger its charitable purpose, stringent penalties may be applied. Consequently, it is important to keep referring to tax and legal advisors and make sure all regulations and conditions are complied with. II. Charitable Remainder Trusts A charitable remainder trust (CRT) is an irrevocable trust that enables an investor to transfer highly appreciated assets to a trust in exchange for a lifetime cash flow without generating immediate gain taxes. Assets are turned over to one or more charities in exchange for an annual cash flow received by the donor or a beneficiary (or beneficiaries). CRTs have a carryover cost basis and can be tax-exempt. Consequently, if the appreciated equity is sold while inside the trust and the proceeds are reinvested into a diversified portfolio, the gain will not be subject to tax. The income beneficiary is taxed on the receipt of the annual payment. Taxation differs depending on whether the income is considered capital gain, ordinary income, or tax-exempt income. The amount of the charitable deduction is based on the actuarial value of the charitable remainder interest, which is determined based on the value of contributed assets, the age of the beneficiary (or beneficiaries), the selected payment rate, and the rate of return published by the IRS. The income tax deduction in a single year for contributions of capital gain property held more than a year is limited to 30% of the donor's adjusted income if the beneficiary is a public charity and 20% if it is a private foundation. Any excess deduction may be carried forward for a maximum of five years. A CRT allows the donor to act as a trustee and control the investments. A CRT offers the most tax advantages for appreciated assets and can include any type of asset. The Essential Biotech Investment Guide 198 There are two CRT options offering different alternatives regarding periodic payment computations: A) Charitable Remainder Annuity Trust (CRAT) It is established with only one initial contribution. Payments are made once every year at a fixed percentage of at least 5% of the fair market value of the trust's assets. B) Charitable Remainder Unitrust (CRUT) It can receive future contributions. Payments are made every year and represent a percentage of the value of the trust. The amount of the payments may fluctuate from year to year depending on the estimated value of the trust at the end of the year. For example, the maximum annual payout percentage allowed by law increases from 5.06% when trust is formed at the age of 25 to 28.90% when trust is formed at the age of 70 (assuming the minimum charitable remainder interest allowed by law of 10% of the trust's assets and based on a 7.2% Applicable Federal Rate AFR). Investors who want a fixed income every year favor CRAT. Investors who want their income to increase thus offsetting the effect of inflation favor CRUT. In order to ensure the charitable purpose of the trust is satisfied, the law requires that: • The annual fixed pay out percentage be between 5% and 50% • The actuarial value of the charitable remainder interest equal at least 10% of the value of the property at the time of contribution. Conclusion CRTs allow investors to receive a cash flow now and in the future as well as they provide significant tax advantages. CRTs are a good instrument to Charitable Disposition of Appreciated Biotech Stocks finance a family project, and they allow for more generous tax deductibility than those of private foundations. In order to decide on which vehicle to use, it is important to get advice from tax and legal professionals who will evaluate the specific needs of investors, based on each individual's financial objectives and personal situation. III. Alternative Charitable Gift Program Through National Philanthropic Trust (NPT) Major Wall Street brokerage firms usually have a charitable gift program for individual investors. It is offered on partnership with the National Philanthropic Trust (NPT), an independent public charity serving a national constituency. The program enables the donor to make an irrevocable gift, cash, stock, mutual funds shares, etc. to a donor-advised fund. The minimum amount is usually $25,000, with no minimum for additional deposit. The donor receives an immediate tax benefit and has the opportunity to recommend charities for donation. Table 13-1 illustrates the tax benefit of depositing appreciated biotech stocks through the NPT. 199 200 The Essential Biotech Investment Guide Table 13-1. Tax Benefit of Depositing Appreciated Biotech Stocks Through NPT. Method 1 Method 2 Original cost basisbought 1000 shares of Amgen @$20 per share Selling 1000 shares of Amgen @ $60, and donate the proceeds to a donor-advised fund Donate the 1000 shares @ $60 of Amgen directly to a donor-advised fund Current value of Amgen $60,000 $60,000 Capital gain tax (@20%) paid by donor $8,000 $0 Donation received by charity $52,000 $60,000 (Extra $8,000 for charity) Income tax saving to donor (36% rate) $18,720 $21,600 Cost basis of donation for donor $41,280 $38,4000 (Donor Saves extra $2,880) Chapter 14 Managing Your Biotech WealthEstate Planning for Biotech Investors, Executives, and Founders W ealth is comprised of all assets of a person to which liabilities have to be deducted. For each biotech investors, it often requires a lot of energy and time to build wealth. Now you have made lot of wealth from smart investing in biotech and technology, what is the next step to preserve it? To a different extent, every one of us has some wealth. Assets include real estate, stocks, bonds, bank accounts, businesses, pensions, and life insurance policies. Liabilities include loans, mortgages. Usually, the more wealth accumulated by an individual, the more he is concerned with protecting whatever he already has. One major obstacle to maintaining wealth is the high tax rate applicable to substantial estates. Another major concern to people is to control who will benefit from the estate after one's death. People want to protect their loved ones and make sure they will be provided with whatever they need for the rest of their lives. Basically, wealth incurs a three-stage cycle of building, protecting and transferring. Estate planning is a necessary ingredient in each of these stages, though it is most popularly used for the latter two stages (i.e., wealth 201 202 The Essential Biotech Investment Guide protection, wealth transference). Individuals should plan their estates for a variety of reasons: • Reduce taxes and disinherit the Internal Revenue Service • Save heirs headaches and money (by avoiding probate, court battles, etc.) • Reap tax benefits now • Help preserve wealth already built and efficiently transfer it to beneficiaries • Allow individuals to increase their control as to how the estate will be managed after death A very efficient instrument to realize the three goals/stages is the creation of a trust. Trusts are very efficient vehicles to avoid both prohibitive tax payments and the hassle of going through probate. In particular, the creation of a revocable living trust will prevent the probate process. Probate is a legal procedure, which is long, complex, expensive and public. In any case, it is important that every individual understand the necessity to plan as early as possible because the occurrence of death may be hurtful for the family, both financially and personally. Alternatives Available There are four different alternatives individuals can take (see Table 14-1). 1) Do Nothing Too many people do nothing and die without having given any instructions. State law then applies to determine who are the beneficiaries of the estate, regardless of the person's wishes. This is the worst alternative. Managing Your Biotech Wealth-Estate Planning 203 2) Joint-Tenancy Holding assets in joint tenancy implies that each owner owns 100% of the shared assets. At the time of the death of a joint tenant, the other one remains with the entirety of the assets. However, this may not solve the problems of taxes and probate, but only delay them. Furthermore, in case of the remarriage of the surviving tenant, it may lead to the disinheritance of the children of the deceased joint tenant since at the death of the surviving tenant, all the assets will be transferred to the surviving tenant's new spouse and ultimately to his/her own children. 3) Will To create a will is a must since it is the only way to give instructions covering all the assets. A will is essential even if one already has a trust because not all assets are placed in a trust. A will is a written legal document, whereby individuals can give instructions regarding the distribution (who will qualify as beneficiaries) and the management of the assets after they pass away. A will accomplishes many things including: • Help give property, for example, to a named beneficiary after one's death. • Allow the appointment of an executor who will work with attorneys to see that items are properly handled. • Allow the appointment of a guardian for one's children. • Create a testamentary trust that will come into existence after one's death. Even though there are advantages to having a will, there are some limitations. It cannot disinherit a spouse, or transfer property already determined by law or by contract (i.e., jointly held property, life insurance). Wills are also more contestable than trusts. The Essential Biotech Investment Guide 204 Table 14-1. Comparison of Four Alternatives. Do nothing JointTenancy Will Revocable Living Trust No No No Yes None None Inexpensive Yes Costs at Death Yes Yes Yes No Timely Distribution No To first spouse only No Yes Contestable Yes Yes Yes Yes, but difficult to do successfully Flexible Yes Yes Yes Yes, until death when trust becomes irrevocable Privacy No First spouse only No Avoids Probate Initial Costs Yes Moreover, a will can have unforeseen negative consequences: • Unintentionally disinherit your family Disinheritance will occur when spouses have children from a previous marriage and own jointly held property. In such cases, the property of one Managing Your Biotech Wealth-Estate Planning 205 spouse will, in the first place, be transferred to the surviving spouse and in the second place to his/her children, leaving the children of the first spouse deceased without anything. • Start the probate process Probate is a legal process by which a will is proved valid, debts are paid, an executor or administrator is appointed by a court and the estate is distributed to the heirs. A will does not allow avoiding the probate process. • Invite what is called the "Groucho Marx" problem The Groucho Marx problem deals with the consequences involved when an individual becomes incompetent or incapacitated to manage his/her assets properly (as was the case for that famous actor/comedian). 4) Revocable Living Trust This type of trust is established during the individual's lifetime through a formal written legal agreement. A trust is like a corporation, a legal entity; and thus, it must pay taxes (but very different in that a corporation has limited liability and a trust does not). A trust is usually created to split property interests whereby some beneficiaries will receive income while others will receive principal receipts, such as stocks. Assets in a trust generally avoid probate. There are three types of trusts: • Revocable trusts: offers greatest flexibility, i.e., trust can be terminated, changed. • Irrevocable trusts: advantageous for tax-planning but not flexible. • Testamentary trusts: created upon the individual's death. While it does not avoid probate, it offers many tax-savings strategies. Some important terms to know are: grantor and trustee. The person establishing the trust is called the grantor. The individual or institution named to hold the grantor's assets is called the trustee. Although ownership 206 The Essential Biotech Investment Guide is transferred to the trust, the grantor maintains control of these assets (mainly in a revocable trust). There are many advantages to owning a trust and specifically a Revocable Living Trust (RLT). Below Are Some of the Advantages Resulting From the Creation of a RLT To create a RLT allows the grantor to avoid the long and costly probate process, and maintain control of his/her assets while allowing for protection against incapacity. The RLT reduces time, money, and frustration. • Avoid probate. Depending on the cases, probation costs range between 3-8% but can be as high as 10% of the assets' gross value. There may also be additional costs such as the executor's fees, the appraiser's fees, and filing and administrative fees. The probate process is also a very long-winded process and can take as long as two years (sometimes even longer) to complete. Moreover, probate allows any stranger to know about family matters, since the probate process is public. • Maintain control of assets. The trust can be established with one grantor or two (one spouse or both of them, depending on specific situation and state laws). Grantors determine which assets to include in the trust. Grantors decide who and how the trust will be managed. They choose the beneficiaries and how assets should be distributed to them. The trustee has no choice but to follow the document that establishes the trust. As in a revocable trust, any of the terms of the trust can be modified at any time. • Protect against incapacity. Protection against incapacity is another important reason for establishing a Revocable Living Trust. A RLT provides an efficient solution to manage assets while protecting privacy in case of incapacity. It allows a grantor (individual) to put a plan in place for any possible incapacity or if the grantor is unable to manage his affairs. Otherwise, probate court is given power to step in and appoint a guardian who will take control of the grantor's assets and make financial decisions. • Reduce potential estate-tax liability. The trust can be structured in such a way that estate tax laws are maximized (so can a will). Managing Your Biotech Wealth-Estate Planning 207 • Reduce income taxes in certain situation. • Provide different investment flows (i.e., income, principal payments) to beneficiaries. • Provide professional management for trust assets (i.e., stocks). As grantors are looking for ways to increase their wealth, a professional investment manager may be appointed as manager to take care of collecting the trust's income and manage and invest it in an efficient manner. Some Disadvantages Resulting from the Creation of a RLT There are some disadvantages to a revocable living trust including: Set-up costs. They include attorney's fee and trustee fee in case of a corporate trustee. It is estimated that the estate should be at least $ 500,000 in order to offset the set-up costs (when less, if contestability is an issue or real property is owned in more than one state, an RLT makes sense). There is the burdensome need to re-title assets in the name of the trust. This can be inconvenient but will need to be done anyway whether while living or after death. There exists the possibility of asset and portfolio mismanagement by an inexperienced trustee. One of the biggest potential disadvantages of a RLT is mismanagement of the trust by the trustee or successor trustees. The trustee has a fiduciary duty to manage and invest the trust's assets exactly according to the trust documents. If not, the beneficiaries may not receive expected proceeds as originally envisioned by the grantor. Some trustees are friends and family of the grantor while other trustees are corporations. Given that the fiduciary requirement requires unbiased decisions, it is better to have a corporate trustee than a personal friend or family trustee so as to avoid emotional or personal relationship to interfere. Other reasons to choose a corporate trustee to manage the trust are, experience of the corporate trustee in financial management, financial resources, knowledge of tax regulations, administrative capabilities, impartiality and reliability. From a financial point of view a professional trustee will charge a fee whereas an individual trustee may not. However, in the long run, it may 208 The Essential Biotech Investment Guide be more costly to use an individual trustee than a professional trustee, since the individual trustees, as they may lack experience, would likely have to pay for the services of professionals in order to fulfill their fiduciary duties and comply with all the rules and regulations. Other Trust Strategies to Minimize Estate Taxes A) Credit Shelter Trust (CST) (Also Called a "Bypass Trust") As its name implies, the bypass trust or CST allows the individual or grantor to pass on half of an estate valued $1 million as of 2002 (1.5 million as of 2004 and 2 million as of 2006) to a beneficiary who is most likely a surviving spouse. This transfer is made free of taxes. The spouse does not pay estate taxes on any amount of asset because of the marital deduction, which allows him/her to inherit any amount without any federal tax. The remainder of the estate goes into a trust for other beneficiaries, such as children. These beneficiaries do not receive anything from the trust until the spouse dies. While the spouse cannot touch the money in the trust (since it is the children's) he or she can receive income from the trust. Therefore, the spouse becomes the income beneficiary while the children become principal beneficiaries. The advantage of the CST is that it doubles the amount of inheritance free of federal taxes to $2 million. This trust is most appropriate for someone with an estate over $1 million, a higher threshold than the revocable living trust. B) Two-Trust Estate Plan (A-B Trust) This trust starts out as one trust owned by both husband and wife. When one spouse dies, the trust splits into two (some attorneys suggest that each should have their own RLTs at first). Trust "A" is for the surviving spouse who has full control of that trust. Trust "B" is for the deceased spouse for the benefit of the surviving spouse and the children (see Figure 14-1). Typically, the surviving spouse only receives the income from Trust "B" (should be discretionary) while the children receive the principal after the other spouse dies. This type of trust allows the children to receive up to $2 Managing Your Biotech Wealth-Estate Planning 209 million without paying estate taxes and avoiding the numerous costs related to probate. C) Qualified Terminable Interest Property Trust (QTIP) This is an alternative version of the A/B Trust just discussed. A QTIP trust is usually used by individuals who have children from a first marriage and got married a second time. It allows the grantor to instruct how the proceeds are to be distributed upon the death of the second spouse. That way, the grantor gives his/her spouse lifetime income and also allows them to choose who will receive the trust property after the second spouse's death. Without this kind of trust, an individual's second spouse could have control over all of the individual's estate regardless of the children's needs. A QTIP trust also prevents the grantor's life saving from going to the estate of the surviving spouse if he or she remarries after the second spouse's death (many states require that a QTIP trust be combined with a "spousal waiver" to be effective). D) The Irrevocable Life Insurance Trust The role of life insurance should not be underestimated as it a good option to add to an estate plan. Life insurance allows families to continue their lifestyle since it may prevent them from needing to sell their assets to pay for everyday bills and estate taxes. This is typically accomplished by creating an irrevocable life insurance trust. Such trusts provide substantial tax advantages, provided they are structured as irrevocable. They are commonly used to pay estate taxes but can also be used to reduce an individual's taxable asset. This is accomplished by placing the life insurance policy in a trust, so it is not counted as part of the individual's estate. Already existing insurance policies can be included in the trust or new policies can be purchased by the trust. In the first case, the donor insured must live at least three years from the date the insurance is given in order to keep the policy proceeds out of his or her estate. Main benefits of Irrevocable Life Insurance Trusts are: 210 777© Essential Biotech Investment Guide 1. Federal gift tax annual exclusion. Typically, the donor makes annual gifts to the trust so that it can pay the insurance policy premiums. The gifts can qualify for the $11,000 annual exclusion if the trust beneficiaries are given the power to withdraw the gift within a limited time frame. 2. Avoidance of federal estate taxes. The trustee need not pay any federal estate taxes upon death benefits of the policy. Overall, about 40% of all estate taxes are paid by insurance (but insurance can pay all the estate taxes). 3. Generation-skipping benefits. Like most trusts, beneficiaries are usually spouses, children, or grandchildren. 4. Professional asset management for survivors. As an example, the trust can purchase illiquid assets from the estate in order to provide cash for the estate to pay taxes (though this must be accomplished through specific non-mandatory language). Also, the trust ensures that the proceeds of the policy are used and managed in the way the grantor wanted (but if this is done, the UTMA assets are includible and taxable in the custodian gift-giver's estate. The gift-giver should not be the custodian). E) The Charitable Remainder Trust (CRT) One should not be misled by the name "Charitable Remainder Trust" given to the trust. CRTs are efficient estate planning instruments and provide significant financial benefits, i.e. they reduce taxes. As a result, it has become a very popular method of giving money to charities. Congress established the CRT in 1969. A CRT does not avoid taxes but provides a tax alternative as it allows for redirecting dollars earmarked for federal and state taxes to charitable organizations such as schools and hospitals. A CRT is a special irrevocable trust that is established for the sole benefit of the grantor and beneficiaries. It provides major tax incentives in return for future gifts to charity. Benefits of a CRT include: Managing Your Biotech Wealth-Estate Planning • Avoid immediate capital gains taxes • Increase spendable income • Receive current income and future estate tax deductions • Provide estate tax-favored transfer to heirs and make a substantial future gift to charity The grantor benefits most by transferring his/her highest appreciated assets (i.e., biggest stock market gains) into an irrevocable trust that names one or more qualified charities as beneficiaries. The trust then sells the appreciated assets at full market value and reinvests the proceeds in incomeproducing assets that grow tax-free. In addition, funds are often reinvested in more conservative, income producing assets. This helps diversify the portfolio as well. The individual or other family members can receive lifetime income from the trust after the initial assets are sold. In addition, the individual or grantor receives an income tax deduction equal to the present value of the charity's remainder interest. When the grantor or the last beneficiary dies, the remainder of the trust goes to the designated charity (life insurance is frequently used to replace the assets going to the charity). Gift Giving Gift giving is another way to save on estate taxes. It is quite popular since gifts are free from income taxes, they reduce the value of an estate and they allow for more control of where assets are going. However, only up to $11,000 dollars can be given to a particular individual every year and it may be too slow a process for big estates to be reduced. Moreover, the person who gives has no control on how the money is spent once it is given. Gifts in Trust to Minors The major impairment with giving to a child may be a potential tax problem. The money put into a trust is considered to be a future interest gift and as such does not qualify for the $11,000 annual exclusion. 211 212 The Essential Biotech Investment Guide However, there are a few ways of getting around this (but, a child has access at age 21): Create a "Minor's Trust." By setting up a Minor's Trust, an individual may hold money for the benefit of a child and yet avoid placing a lot of money directly in the hands of an immature person. With a Minor's Trust, tax-free gifts can be given to children for their use in the future, i.e., college tuition. Create a "Crummey Trust." In a Crummey Trust, the child is given the right to withdraw the gift from the trust for a fixed period of time. Since the child is given this right, the gift is considered as a "present" interest and may qualify for the $11,000 annual exclusion. Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). This allows for irrevocable gifts to be given to minors through a transfer to a custodian. In any case, there is no trust agreement with this type of account. Also if the giver and the custodian are the same person, there is no reduction of the value of one's estate. Since there may be income tax implications, it is advisable to inquire with a tax advisor. Use of a Corporate Trustee When Creating a Trust When creating a trust, it is recommended that the individual use a corporate trustee such as an investment firm or professional financial planner. Benefits of a corporate trustee are numerous including: Investment management and trust experience Highly regulated by state and federal government (reduces chance of fraud) Professional asset management (the trustee should have the investment resources and variety available in order to meet each investor's specific needs) Managing Your Biotech Wealth-Estate Planning 2^3 Reliability (it is easier to rely on a firm's totality of investment professionals rather than one particular trustee who could get sick, etc.) Objectivity (use of personal friends and family members as trustees could significantly reduce objectivity) Trust Administrative Services Trust administrative services are a very important component of the trust. Trust administration refers to all of the investment transaction activity, tax filings and other fiduciary paperwork required of the trust. Specific services include custody and safekeeping of all assets, distribution of trust income and/or principle to beneficiaries. These services also include making tax decisions concerning the trust and preparing and filing its tax return. When to Check the Estate Plan Though trusts and estate plans, in general, can generally be left untouched, individuals must check their estate plans when undergoing a life event. Such events include: births, deaths, relocating, marriages, a significant change in personal wealth, divorces, a change of jobs or tax law. Each of these events will impact the individual's estate, and it is advised that he or she contact an attorney, estate planning specialist or investment professional to decide whether the event will have any direct implication on the estate. However, it is always advisable to periodically review your estate plan. Conclusion Biotech investors and entrepreneurs should have a will even those who have trusts. It is recommended that individuals create a trust if their assets exceed $500,000. If so, a variety of trusts can help one reduce taxes both future as well as present. Furthermore, trusts allow the individual's family to benefit from one's hard work and wealth building without the frustration and costs of going to court and family feuding. The Essential Biotech Investment Guide 214 No Trust Flan (Assuming Bioentrepreneur Husband D i e s First) AJB Trust P l a n (Assuming Bioentrepreneur Husband D i e s First) Husband $ 1 Million Estate Wife$l Million Estate Wife's App lie able Exclusion Amount ($1 Million) Wife's Applicable Exclusion Amount ($1 Million) Federal Estate Taxes (on $2 Million Minus Credit for Tax o n 1 Million) Figure 14-1. Tax Saving through Estate Planning. Husband's App lie able Exclusion Amount ($1 Million) Epilogue There you have it—a book to help you make a wise investment in biotechnology and life science sector and preserve your biotech wealth. You are already much richer than you were before we connected; n'cest-cepas? I wish you a vital life of personal growth and rich fulfillment and wealth growth through long-term investment. I trust my work would be a part of the growth. I urge you to read this book more than once, since it contains a great deal of useful or perhaps profitable information, and recommend this book to a friend. I advise you, as a friend, to have an investment plan and to stick to a style and discipline you like, to be patient, and to grow your wealth over time. I thank you for your trust in me and in the publisher. And, I hope you accumulate a lot of wealth over your lifetime through wise and intelligent investments, including the biotech and life sciences sector, and make intelligent use of your wealth for your family and society. Wish you all the best. 215 This page is intentionally left blank Appendix A What Is Technical Analysis? T^he purpose of technical analysis is to foresee the price of securities. It A involves trend analysis and recognizing highs and lows of stock prices. When combined with sound fundamental analysis, technical analysis can be helpful in stock selection, when it comes to timing the purchase and sales. Reading chart may seem a daunting and terminology of the technicians intimidating. You need to learn to interpret when the trend of a specific stock or market. As someone in Wall Street once said: "Never go against the trend" (see Figure A-l). I. The Dow Theory This theory, named after Charles H. Dow, is the basis for modern technical analysis. The assumption sustaining the Dow theory is that the market reveals all the information available to investors so that trends of stock prices can be projected or assessed. According to this theory, the movements of stock prices can be analyzed at three different levels: • Primary movements: those can be observed in the long term and indicate whether markets are bullish or bearish. 217 The Essential Biotech Investment Guide 218 • Secondary movements: those can be observed during shorter time periods and usually indicate opposite trends to the ones observed in the primary movements. • Daily movements: those constitute the secondary movements when put together. II. Four Groups of Technical Indicators All indicators that are used by technical analysts can be classified in one of the following four categories. Such indicators are most significant when used one against the other as some of them provide relevant information when applied over the short term and others when applied over the long term, some of them when reaching a certain range and others when reaching extremes. Secular Indicators • (20 to 30 years or two or more stock market cycles) Asset allocation indicators-which show how portfolios are being structured. The information is provided by the Federal Reserve's Flow of Funds Statistics. • Valuation indicators-which reveal the amount of trust investors place in stocks. Yields and payout ratios are significant measures. Cyclical Indicators (4 to 5 years or one stock market cycle) In order to evaluate whether the market is bullish, cash and cash flow are relevant indicators on a cyclical basis. The information released by the Investment Company Institute (ICI), (i.e., Cash position of mutual funds), helps technical analysts to detect any significant change in the actual trend. Similarly, they can follow the U.S. buying of foreign stocks and the foreign What is Technical Analysis? 219 buying of U.S. stocks, as it is a good supply/demand indicator. This information is released by the Securities Industry Association. Medium-Term Indicators (three to six months) Since professionals have to publish their performance results on a quarterly basis, the medium-term period is definitely critical for analysts. Sentiment indicators measure how bullish or bearish investors are. As a result, they are most relevant in the medium-term technical analysis. However, their use is worth only as they reach extremes and if taken into account along with other factors such as traders liquidating, investors buying and stability after a decline. Also, it is interesting to note that sentiment indicators will foresee highs a few months before they actually occur whereas they will precede bottoms by only a few weeks. Often, a period of consolidation is observed where prices stabilize before they make the next move: up, if the market was already in an up trend, or down, if the market was already in a downtrend. It is important for technical analysts to be dedicated and follow the markets on a daily basis. There are different categories of sentiment indicators: • • • Polls evaluate reactions of speculative investors. Analysts recommend using moving averages of those polls in order to smooth the results. Transactional indicators disclose actual investments people make. Information in that matter is pretty scarce but in order to get an idea, analysts compare conservative and aggressive customer activity (cash versus margin accounts) or conservative and aggressive businesses (NYSE versus the Nasdaq markets). The traders' attitude, regarding the short-term period, also gives analysts relevant information. The following ratios assess participants investing in the short-term (traders): a) Put/call ratio, which is the put volume relative to the call volume as reported by the Chicago Board Options Exchange CBOE. High ratios indicate market bottoms. Low ratios indicate market tops. A 10-day moving average is used. 220 The Essential Biotech Investment Guide b) Put/call ratio for index options and equity options only. A 10-day moving average of the S&P 100 OEX is used. c) Option premiums. Total put premium/Total call premium for equities and indexes as reported by the Options Clearing Corporation (OCC). A 4-week moving average is used. d) Large block statistics (50,000 shares or more). A rising ratio indicates that institutions are collecting money, which is good. On the other hand a falling ratio shows that institutions are liquidating. A 10-day moving average of the ratio of upticks to downticks is used. e) Corporate insider activity. This ratio assesses participants investing in the long term. An eight-week ratio of sells to buys as reported by Vickers is used. a) Put/Call ratio Bullish >1.0 Bearish <0.6 b) Put/Call (index & equity) ratio > 1.3 for index options > 0.65 for equity options < 0.9 for index options < 0.35 for equity options c) Option Premiums d) Corporate Insider Activity >1.5 <1.25 <0.5 >3.1 The following indicators are measures of speculative interest: f) Relative volume (Daily volume in the OTC/Daily volume in the NYSE). Peaks in the market coincide with peaks in the ratio. What is Technical Analysis? 221 g) Relative price (S&P low-grade index/S&P high-grade index). A raising index indicates bull markets; a declining index indicates bear markets. h) Average price of most active list. Usually, it is low at market tops and high at market bottoms. i) • Volume in 30 Dow stocks versus the NYSE. Usually, it reacts the opposite way to the market. Short-Term Indicators (less than three months). Short-term analysis basically relies on the internal dynamics. Please note that price and volume are used in longer term analysis such as multidecade price chart. There is one quantitative and two qualitative momentum indicators. a) Price. Price, as a quantitative indicator, is the most important but it is even more meaningful if corroborated by a qualitative measure of trend. Several indexes can be used to assess prices but the NYSE is most meaningful because it is broad-based and capitalizationweighted. Analysts use moving averages and compare them against one another or against the price index in order to find out about the intensity of a trend (overbought/oversold market). b) Volume. Generally it reflects the price momentum. As a principle, in an uptrend market, volume needs to continue growing in order for the market to continue the trend. Therefore, if there is a big change in volume, it may be a sign that the market is about to start a downtrend. c) New Highs and new lows. If more new highs are to take place in an uptrend, it is a sign that the trend may last longer. d) Breadth. Breadth is the difference between rising and declining stocks. Analysts may add a 10-day upside volume, downside volume and net volume. If net volume is negative, it may be that the 222 The Essential Biotech Investment Guide market is oversold. In an uptrend, the market is usually overbought, and may stay so for several months. In any case, it is important in order for analysts to be efficient that they take into account several indicators. Following the DJIA would not really give any information about what is going on in the market. Here are some examples: • INDU shows the weight of the change for each stock on the Dow; this helps to determine stocks that put pressure on the market. • UP shows stocks gaining the most for the day; Stocks are ranked from the highest to the lowest gain, which enables analysts to detect industry sectors on the move. • HI shows new highs for the day, indicating the leading stocks. Added together, all the statistics help getting a broader and deeper view of the market. III. Top-Down Technical Analysis The long-term drives the short term. Analysts take decisions according to the global picture of the market. If short-term indicators say investors should buy, this is all the more relevant when long-term trends are up. Similarly, if the cyclical trend were up a lot, any slow down on the shorter-term trends would be less significant. IV. Reading Chart Patterns Charts are very helpful tools in the short term buy/sell decision process and as such, are widely used by analysts. 223 What is Technical Analysis? Six Items to Look for on a Stock Price Chart 1) Moving average. It is found by summing up a stock's closing prices and by dividing the result by the number of days used in the average. The moving average is compared against the stock price. If it moves above the average, it is a buy signal. If it moves below the average, it is a sell signal. 2) Momentum. It is the rate at which price or volume is increasing. If the upward momentum is high, the stock is likely to go up. If it is slow, the stock is likely to be reaching its peak. 3) Volume. It is more bullish to have volume expand as the stock is rising rather that when it is falling. Indicators of stock Strength Indicators of stock Weakness During rally Increasing volume Decreasing volume During decline Decreasing volume Increasing volume As a principle, big stocks (large capitalization) hit lows on high volume. Also, a big increase in volume and a stabilized price indicate whether a bottom or a top. Therefore, high volume is bullish when relative to a bottom and is bearish when relative to a top. Usually, a rising stock is traded on a high volume, but a stock may be declining with little volume. 4) Relative Strength. It is found by dividing the stock price by an index value over time. Then, analysts plot the results to create a line of the stock's relative strength. When that line goes up it is interpreted as bullish. However, an upward relative strength line does not mean the stock is rising; it may mean that the stock is falling less than its relative strength line. Relative strength is also used to measure one industry group against another. 5) Support Level. It is the price at which the stock has bottomed in the past (demand exceeds supply). If the stock goes below this level (breakdown), it is interpreted as bearish (see Figure A-2). 224 The Essential Biotech Investment Guide 6) Resistance Level. It is the price at which the stock has peaked in the past (supply exceeds demand). If the stock goes above this level (breakout), it is interpreted as bullish (Figure A-2). Patterns Indicating a Reversal in a Stock Price Trend Reversal chart patterns reveal a change in the direction of a stock price: 1) Head and Shoulders. It is foreseen that when a stock price falls below the right shoulder, it will further plunge (see Figure A-3). 2) Inverted Saucer or Dome (rounded bottom, see Figure A-4). This pattern typically figures a gradual rounding at the top (bottom). 3) Triple Top (double bottom, see Figure A-5). This scenario represents the inability of a stock to go beyond its resistance level (or support level) after several attempts to do so. 4) Wedge. This pattern shows a stock whose tops and bottoms are each higher than the previous ones but with a higher rate of acceleration for bottoms than for tops. This is a sign of momentum loss and may announce large declines. Wedges are more often continuation patterns than reversal patterns. Other patterns include Ascending and Descending Triangles, V tops and bottoms round tops and bottoms. Patterns Indicating a Consolidation in a Stock Price Trend Consolidation chart patterns reveal a pause in a stock price's movement, indicating that there is a consolidation of gains or losses before the stock can move again. The support and resistance lines (see above) are may be varieties of consolidation patterns (more often is continuation patterns). There are two more varieties of this pattern: Flags and Pennants. In both cases, the stock is anticipated to continue moving in the same direction as the slope of the previous trend. There are several other types of continuation patterns—rectangles, symmetrical triangles, wedges, ascending, and What is Technical Analysis? 225 descending triangles (see Chapter 5 and 6 in John Murphy's Technical Analysis of the Financial Markets for more insight on the subject). Figure A-1. Down Trend. 226 The Essential 11990 Biotech 11901 Investment :10M Guide 11933 Figure A-2. Support and Resistance. American Baitidttead Led Shoulder L Rie^ri Shculrter ft i wA - - Ill L • - J 29 28 2? 26 25 24 23 22 21 20 19 18 1? 16 15 H -50000 JjJajH ' ' • ^ " ' l ' " . " T 11993 W?r , ,k!a; '! | I I '| |Jui ril vHPl'" Uui |Aug Figure A-3. Head and Shoulder. fOcto What is Technical Analysis? 227 7 OOOOYEAR TIRS f* 18 7 1? - 16 is - 14 \ \Rnim1iriC-t-n.-n, V\ j i T g_p_p_^_^ ^ 10 9 7 B 7 300)0 -10WO j _ ^ _ _ j _ _ g _ ^jwTJu Figure A-4. Round Bottom. CATERPILU« 85 90 65 80 ?5 70 V /[ i/v 85 14/ L 11 - ukii ^_J__J_^ 12 - r i h J»i4l t ^u»J<k^ J ^-auu-J^ - 60 53 60 45 40 3fi L Figure A-5. Double Bottom. Source: Technical Analysis from A to Z. Figure A-2 to A-5. Chart Patterns. ~30000 HOMO This page is intentionally left blank Appendix B Biotech and Life Science Glossary A Adenine (A): A nitrogenous base, one member of the base pair AT (adeninethymine). Amino acid: Any of a class of 20 molecules that are combined to form proteins in living things. The sequence of amino acids in a protein, and hence protein function, are determined by the genetic code. Antibody: A protein produced by the immune system in humans and higher animals, which binds to a specific antigen. When antibodies bind to corresponding antigens they set in motion a process to eliminate the antigens. Antigen: A foreign substance that, when introduced into the body, can stimulate an immune response. Antisense: A piece of nucleic acid, typically created in the lab, which has a sequence exactly opposite to an mRNA molecule made by the body. mRNA molecules made by the body serve as templates for the synthesis of protein (see transcription). Since the "antisense" mRNA molecule binds tightly to its mirror image, it can prevent a particular protein from being made. Autoimmune disease: A disease whereby an individual's immune system mounts an attack on a portion of its own tissues. Tissues undergoing such an attack can be destroyed in the process. Rheumatoid arthritis is an example of an autoimmune disease. 229 230 The Essential Biotech Investment Guide Autosome: A chromosome not involved in sex determination. The diploid human genome consists of 46 chromosomes, 22 pairs of autosomes, and 1 pair of sex chromosomes (the X and Y chromosomes). B Base pair (bp): Two nitrogenous bases (adenine and thymine or guanine and cytosine) held together by weak bonds. Two strands of DNA are held together in the shape of a double helix by the bonds between base pairs. Base sequence: The order of nucleotide bases in a DNA molecule. Bioinformatics: the science of informatics as applied to biological research. Informatics is the management and analysis of data using advanced computing techniques. Bioinformatics is particularly important as an adjunct to genomics research, because of the large amount of complex data this research generates. Biotechnology: A set of biological techniques developed through basic research and now applied to research and product development. In particular, the use by industry of recombinant DNA, cell fusion, and new bioprocessing techniques. C Cancer: A term describing a broad range of diseases, all characterized by uncontrolled cell growth. Cancer is always caused by a malfunction in an organism's genetic material. This malfunction could be caused by an inherited genetic mutation or by a somatic cell genetic mutation (i.e., a genetic mutation acquired during an individual's lifetime). Candidate gene: A gene that has been implicated in causing or contributing to the development of a particular disease. Chromosome: The self-replicating genetic structure of cells containing the cellular DNA that bears in its nucleotide sequence the linear array of genes. In prokaryotes, chromosomal DNA is circular, and the entire genome is carried on one chromosome. Eukaryotic genomes consist of a number of chromosomes whose DNA is associated with different kinds of proteins. Clone: An exact copy made of biological material such as a DNA segment (a gene or other region), a whole cell, or a complete organism. Cloning: Using specialized DNA technology (see cloning vector) to produce multiple, exact copies of a single gene or other segment of DNA to obtain enough material for further study. This process is used by researchers in the Human Genome Project, and is referred to as cloning DNA. The resulting cloned (copied) collections of DNA molecules are called clone libraries. A second type of cloning exploits the natural process of cell Life Science and Biotechnology Glossary 231 division to make many copies of an entire cell. The genetic makeup of these cloned cells, called a cell line, is identical to the original cell. A third type of cloning produces complete, genetically identical animals such as the famous Scottish sheep, Dolly. Code: See genetic code. Codon: See genetic code Combinatorial chemistry: A technique for rapidly and systematically assembling a variety of molecular entities, or building blocks, in many different combinations, to create tens of thousands of diverse compounds that can be tested in drug discovery screening assays to identify potential useful candidates. Complementary DNA (cDNA): DNA that is synthesized from a messenger RNA template; the single-stranded form is often used as a probe in physical mapping. Cross-licensing: A legal agreement in which two or more parties which have potentially conflicting patent claims strike a deal to share rights to the product or process in question. Cytosine (C): A nitrogenous base, one member of the base pair GC (guanine and cytosine). D Deletion: In the process of DNA replication, a deletion occurs if a nucleotide or series of nucleotides is not copied. Such deletions may be harmless, may result in disease, or may in rare cases be beneficial. Diagnosis: the act of identifying the presence of a disease. Directed mutagenesis: A specific alteration of a cloned gene in vitro before the gene is placed back in to an organism. DNA (deoxyribonucleic acid): The molecule that encodes genetic information. DNA is a double stranded molecule held together by weak bonds between base pairs of nucleotides. The four nucleotides in DNA contain the bases: adenine (A), guanine (G), cytosine (C), and thymine (T). In nature, base pairs form only between A and T and between G and C; thus the base sequence of each single strand can be deduced from that of its partner. DNA replication: The use of existing DNA as a template for the synthesis of new DNA strands. In humans and other eukaryotes, replication occurs in the cell nucleus. DNA sequence: The relative order of base pairs, whether in a fragment of DNA, a gene, a chromosome, or an entire genome. 232 The Essential Biotech Investment Guide DNA shuffling: An in vitro process which generates genetic diversity and then selects genes optimized for a specific biological function. DNA shuffling can result in greatly enhanced performance by a gene and is being used in the development of various gene therapies. Domain: A discrete portion of a protein with its own function. The combination of domains in a single protein determines its overall function. Double helix: The shape that two linear strands of DNA assume when bonded together. E E. coli: Common bacterium that has been studied intensively by geneticists because of its small genome size, normal lack of pathogenicity, and ease of growth in the laboratory. Enzyme: A protein that acts as a catalyst, speeding the rate at which a biochemical reaction proceeds but not altering the direction or nature of the reaction. Eukaryote: Cell or organism with membrane bound, structurally discrete nucleus and other well-developed sub cellular compartments. Eukaryotes include all organisms except viruses, bacteria, and blue green algae. Compare prokaryote. Exon: The protein coding DNA sequence of a gene. Expressed sequence tag (EST): A short strand of DNA (approximately 200 base pairs long) which is part of a cDNA. Because an EST is usually unique to a particular cDNA, and because cDNAs correspond to a particular gene in the genome, ESTs can be used to help identify unknown genes and to map their position in the genome. G Gel Electrophoresis: A DNA separation technique that is very important in DNA sequencing. Standard sequencing procedures involve cloning DNA fragments into special sequencing cloning vectors that carry tiny pieces of DNA. The next step is to determine the base sequence of the tiny fragments by a special procedure that generates a series of even tinier DNA fragments that differ in size by only one base. These nested fragments are separated by gel electrophoresis, in which the DNA pieces are added to a gelatinous solution, allowing the fragments to work their way down through the gel. Smaller pieces move faster and will reach the bottom first. Movement through the gel is hastened by applying an electrical field to the gel. Gene candidate: Is designated when a cDNA has homology to something of known function but no product was produced to show it is the correct site. Life Science and Biotechnology Glossary 233 Gene expression: The process by which a gene's coded information is converted into the structures present and operating in the cell. Expressed genes include those that are transcribed into mRNA and then translated into protein and those that are transcribed into RNA but not translated into protein (e.g., transfer and ribosomal RNAs). Gene family: Group of closely related genes that make similar products. Gene mapping: Determination of the relative positions of genes on a DNA molecule (chromosome or plasmid) and of the distance, in linkage units or physical units, between them. Gene product: The biochemical material, either RNA or protein, resulting from expression of a gene. The amount of gene product is used to measure how active a gene is; abnormal amounts can be correlated with disease causing alleles. Gene therapy, see germ line gene therapy and somatic cell gene therapy. Gene therapy of either kind should be clearly distinguished from the use of genomics to discover new targets for drug discovery and new diagnostic tools. Gene: The fundamental physical and functional unit of heredity. A gene is an ordered sequence of nucleotides located in a particular position on a particular chromosome that encodes a specific functional product (i.e., a protein or RNA molecule). Genetic code: The sequence of nucleotides, coded in triplets (codons) along the mRNA, that determines the sequence of amino acids in protein synthesis. The DNA sequence of a gene can be used to predict the mRNA sequence, and the genetic code can in turn be used to predict the amino acid sequence. Genetic engineering: altering the genetic material of cells or organisms in order to make them capable of making new substances or performing new functions. Genetic polymorphism: a difference in DNA sequence among individuals, groups, or populations (e.g. a genetic polymorphism might give rise to blue eyes versus brown eyes, or straight hair versus curly hair). Genetic testing: the analysis of an individual's genetic material. Among the purposes of genetic testing could be to gather information on an individual's genetic predisposition to particular health condition, or to confirm a diagnosis of genetic disease. Genetics: The study of the patterns of inheritance of specific traits. Genome project: Research and technology development effort aimed at mapping and sequencing some or all of the genome of human beings and other organisms. 234 The Essential Biotech Investment Guide Genome: All the genetic material in the chromosomes of a particular organism; its size is generally given as its total number of base pairs. Genomic library: A collection of clones made from a set of randomly generated overlapping DNA fragments representing the entire genome of an organism. Genomic sequence: The order of the subunits, called bases, that make up a particular fragment of DNA in a genome. DNA is a long molecule made up of four different kinds of bases, which are abbreviated A, C, T, and G. A DNA fragment that is 10 bases long might have a base sequence of, for example, ATCGTTCCTG. The particular sequence of bases encodes important information in an individual's genetic blueprint, and is unique for each individual (except identical twins). Genomics: The study of genes and their function. Recent advances in genomics are bringing about a revolution in our understanding of the molecular mechanisms of disease, including the complex interplay of genetic and environmental factors. Genomics is also stimulating the discovery of breakthrough healthcare products by revealing thousands of new biological targets for the development of drugs, and by giving scientists innovative ways to design new drugs, vaccines and DNA diagnostics. Genomics-based therapeutics include "traditional" small chemical drugs, protein drugs, and potentially gene therapy. Guanine (G): A nitrogenous base, one member of the base pair GC (guanine and cytosine). H Homology: Similarity in DNA or protein sequences between individuals of the same species or among different species. Human gene therapy: Insertion of normal DNA directly into cells to correct a genetic defect. Hybridization: The process of joining two complementary strands of DNA or one each of DNA and RNA to form a double-stranded molecule. I In situ hybridization: Use of a DNA or RNA probe to detect the presence of the complementary DNA sequence in cloned bacterial or cultured eukaryotic cells. In vitro: Outside a living organism. Informatics: The study of the application of computer and statistical techniques to the management of information. In genome projects, informatics includes the development of methods to search databases Life Science and Biotechnology Glossary 235 quickly, to analyze DNA sequence information, and to predict protein sequence and structure from DNA sequence data. Interphase: The period in the cell cycle when DNA is replicated in the nucleus; followed by mitosis. Intron: The DNA base sequence interrupting the protein coding sequence of a gene; this sequence is transcribed into RNA but is cut out of the message before it is translated into protein. K Kilobase (kb): Unit of length for DNA fragments equal to 1000 nucleotides. L Library: An unordered collection of clones (i.e., cloned DNA from a particular organism), whose relationship to each other can be established by physical mapping. Linkage map: A map of the relative positions of genetic loci on a chromosome, determined on the basis of how often the loci are inherited together. Distance is measured in centimorgans (cM). Linkage: The proximity of two or more markers (e.g., genes, RFLP markers) on a chromosome; the closer together the markers are, the lower the probability that they will be separated during DNA repair or replication processes (binary fission in prokaryotes, mitosis or meiosis in eukaryotes), and hence the greater the probability that they will be inherited together. Localize: Determination of the original position (locus) of a gene or other marker on a chromosome. Locus (pi. loci): The position on a chromosome of a gene or other chromosome marker; also, the DNA at that position. The use of locus is sometimes restricted to mean regions of DNA that are expressed. See gene expression. M Mapping: See gene mapping, linkage map, physical map. Marker: An identifiable physical location on a chromosome (e.g., restriction enzyme cutting site, gene) whose inheritance can be monitored. Markers can be expressed regions of DNA (genes) or some segment of DNA with no known coding function but whose pattern of inheritance can be determined. Messenger RNA (mRNA): RNA that serves as a template for protein synthesis. 236 The Essential Biotech Investment Guide Metaphase: A stage in mitosis or meiosis during which the chromosomes are aligned along the equatorial plane mRNA: See messenger RNA. Multiplexing: A sequencing approach that uses several pooled samples simultaneously, greatly increasing sequencing speed. Mutation: Any heritable change in DNA sequence. N Nucleic acid: A large molecule composed of nucleotide subunits. Nucleotide: A subunit of DNA or RNA consisting of a nitrogenous base (adenine, guanine, thymine, or cytosine in DNA; adenine, guanine, uracil, or cytosine in RNA), a phosphate molecule, and a sugar molecule (deoxyribose in DNA and ribose in RNA). Thousands of nucleotides are linked to form a DNA or RNA molecule. Nucleus: The cellular organelle in eukaryotes that contains the genetic material. O Oncogene: A gene, one or more forms of which is associated with cancer. Many oncogenes are involved, directly or indirectly, in controlling the rate of cell growth. P Physical map: A map of the locations of identifiable landmarks on DNA (e.g., restriction enzyme cutting sites, genes), regardless of inheritance. Distance is measured in base pairs. For the human genome, the lowestresolution physical map is the banding patterns on the 24 different chromosomes; the highest resolution map would be the complete nucleotide sequence of the chromosomes. Polygenic disorder: Genetic disorder resulting from the combined action of alleles of more than one gene (e.g., heart disease, diabetes, and some cancers). Although such disorders are inherited, they depend on the simultaneous presence of several alleles; thus the hereditary patterns are usually more complex than those of single gene disorders. Polymerase chain reaction (PCR): A method for amplifying a DNA base sequence using a heat stable polymerase and two 20-base primers, one complementary to the (+) strand at one end of the sequence to be amplified and the other complementary to the (-) strand at the other end. Because the newly synthesized DNA strands can subsequently serve as additional templates for the same primer sequences, successive rounds of primer Life Science and Biotechnology Glossary 237 annealing, strand elongation, and dissociation produce rapid and highly specific amplification of the desired sequence. PCR also can be used to detect the existence of the defined sequence in a DNA sample. Polymorphism: Difference in DNA sequence among individuals. Genetic variations occurring in more than 1% of a population would be considered useful polymorphisms for genetic linkage analysis. Positional Cloning: a technique used to identify genes, usually those that are associated with diseases, based on their location on a chromosome. This in in contrast to the older, "functional cloning" technique that relies on some knowledge of a gene's protein product. For most diseases, researchers have no such knowledge. Primer: Short preexisting polynucleotide chain to which new deoxyribonucleotides can be added by DNA polymerase. Prokaryote: Cell or organism lacking a membrane-bound, structurally discrete nucleus and other sub-cellular compartments. Bacteria are prokaryotes. Compare eukaryote. Promoter: A site on DNA to which RNA polymerase will bind and initiate transcription. Protein: A large molecule composed of one or more chains of amino acids in a specific order; the order is determined by the base sequence of nucleotides in the gene coding for the protein. Proteins are required for the structure, function, and regulation of the bodys cells, tissues, and organs, and each protein has unique functions. Examples are hormones, enzymes, and antibodies. Purine: A nitrogen containing, double-ring, basic compound that occurs in nucleic acids. The purines in DNA and RNA are adenine and guanine. Pyrimidine: A nitrogen-containing, single-ring, basic compound that occurs in nucleic acids. The pyrimidines in DNA are cytosine and thymine; in RNA, cytosine and uracil. R Recombinant DNA Technology: Procedure used to join together DNA segments in a cell-free system (an environment outside a cell or organism). Under appropriate conditions, a recombinant DNA molecule can enter a cell and replicate there, either autonomously or after it has become integrated into a cellular chromosome. Restriction enzyme, endonuclease: A protein that recognizes specific, short nucleotide sequences and cuts DNA at those sites. Bacteria contain over 400 such enzymes that recognize and cut over 100 different DNA sequences. 238 The Essential Biotech Investment Guide Restriction fragment length polymorphism (RFLP): Variation between individuals in DNA fragment sizes cut by specific restriction enzymes; polymorphic sequences that result in RFLPs are used as markers on both physical maps and genetic linkage maps. RFLPs are usually caused by mutation at a cutting site. See marker. Ribonucleic Acid (RNA): A chemical found in the nucleus and cytoplasm of cells; it plays an important role in protein synthesis and other chemical activities of the cell. The structure of RNA is similar to that of DNA. There are several classes of RNA molecules, including messenger RNA, transfer RNA, ribosomal RNA, and other small RNAs, each serving a different purpose. Ribosomes: Small cellular components composed of specialized ribosomal RNA and protein; site of protein synthesis. S Sequencing: Determination of the order of nucleotides (base sequences) in a DNA or RNA molecule or the order of amino acids in a protein. Single-gene disorder: Hereditary disorder caused by a mutant allele of a single gene (e.g., Duchenne muscular dystrophy, retinoblastoma, sickle cell disease). Somatic cell: Any cell in the body except gametes and their precursors. Southern blotting: Transfer by absorption of DNA fragments separated in electrophoretic gels to membrane filters for detection of specific base sequences by radio-labeled complementary probes. T Telomere: The end of a chromosome. This specialized structure is involved in the replication and stability of linear DNA molecules. Thymine (T): A nitrogenous base, one member of the base pair AT (adeninethymine). Transcription: The synthesis of an RNA copy from a sequence of DNA (a gene); the first step in gene expression. Transformation: A process by which the genetic material carried by an individual cell is altered by incorporation of exogenous DNA into its genome. Translation: The process in which the genetic code carried by mRNA directs the synthesis of proteins from amino acids. Compare transcription. Life Science and Biotechnology Glossary 239 u Uracil: A nitrogenous base normally found in RNA but not DNA; uracil is capable of forming a base pair with adenine. V Virus: A noncellular biological entity that can reproduce only within a host cell. Viruses consist of nucleic acid covered by protein; some animal viruses are also surrounded by membrane. Inside the infected cell, the virus uses the synthetic capability of the host to produce progeny virus. Source: DOE Primer on Molecular Genetics, NHBLI/NCBI, Genome Information System Agricultural 240 The Essential Biotech Investment Guide Glossary—Finance A Acquisition: The act of one company taking over controlling interest in another company. Allocation: The amount of securities assigned to an investor, broker, or underwriter in an offering. An allocation can be equal to or less than the amount indicated by the investor during the subscription process depending on market demand for the securities. American Depositary Receipt (ADR): A US security that is a repackaged foreign security. A US bank creates an ADR based on evidence of ownership of a specified number of shares in the foreign security, while the underlying shares are held in a depositary in the issuing company's home country. American-Style Option: Exercisable at any time prior to and including the maturity date. Value before expiration of American-style option will be greater than or equal to its intrinsic value. AMEX American Stock Exchange.. Annual Report (10K): Public companies are required to file an annual report with the Securities and Exchange Commission detailing the preceding year's financial results and plans for the upcoming year. Annuity: A form of contract sold by life insurance companies that guarantees a fixed or variable payment to the annuitant at some future time, usually retirement. Ask: the lowest acceptable price at which a bond is offered for sale. Also called Asked Price or Offer. See also Bid, Quote and Spread. Asset Allocation: a strategy in which a percentage of a portfolio's total dollars is invested into each asset class (bonds, equities and cash) to balance risk and return while achieving an investor's targeted financial goals. B Bear and Bull markets: A bear market is one in which prices are low or declining; a bull market is one in which prices are high or rising. Beta: A statistical measure of a stock's volatility compared with the overall market. A beta of less than 1 indicates lower risk than the market; a beta of more than 1 indicates higher risk than the market. (See volatility) Glossary — Finance 241 Bond: A form of agreement that contains the promise of a third party, usually a bonding company, to complete or pay for the cost of completion of a contract if the contractor defaults. A securities instrument taking the form of a certificate of debt on which the issuing company or governmental body promises to pay the bondholders a specified amount of interest for a specified length of time, and to repay the loan on the expiration date. Burn Rate: The rate at which a company expends cash over a certain period, usually a month. Business Plan: A document that describes the entrepreneur's idea, the market problem, proposed solution, business and revenue models, marketing strategy, technology, company profile, competitive landscape, as well as financial data for coming years. The business plan opens with a brief executive summary, most probably the most important element of the document due to the time constraints of venture capital funds and angels. C Call Option: A call option gives the holder the right, but not the obligation, to buy the underlying asset at an agreed strike price for a fixed period of time or on a fixed date. Cash Settlement: The settlement of an option contract through the payment of cash in the amount by which the option is in-the-money. Certificate of Deposit (CD): a time deposit issued by financial institutions which entitles the holder to receive interest plus principal at maturity. Bank CDs cannot be withdrawn before maturity without penalty and are federally insured up to $100,000 in principal and interest per investor and institution. See also Brokered CD. Chinese Wall: A term used to describe procedures enforced within a securities firm that separate the firm's departments to restrict access to nonpublic, material information. The procedures help NASD members avoid the illegal use "inside" information. Closed-end Companies: An investment company that operates a mutual fund with a limited number of shares outstanding. A closed-end fund starts with a set number of shares. These are often listed on a stock exchange. Common Stock: Units of ownership of a public corporation. Owners typically are entitled to vote on the selection of directors and other important matters as well as to receive dividends on their holdings. Control Stock: A company's stock owned (even if purchased in the open market) by any person who (directly or indirectly) is identified as an affiliate is considered to be control stock and subject to the provisions of Rule 144. It is important to be able to distinguish between control stock and unregistered 242 The Essential Biotech Investment Guide restricted securities. Although both types of stock must be sold in accordance with the requirements of Rule 144, control stock acquired either on the open market or pursuant to a registration statement is not subject to the pre-sale holding period requirement. Restricted securities, however, must be held for one year before the securities can be sold under Rule 144 provided all other Rule 144 requirements are met. Convertible Security: A financial security (usually preferred stock or bonds) that is exchangeable for another type of security (usually common stock) at a prestated price. Corporate Bond: A bond issued by a corporation to refund its outstanding debt or finance business expansion. The corporation (the issuer) is obligated to pay its bondholders periodic interest at a fixed rate (the coupon rate), plus principal at maturity. Most corporate bonds have a fixed par value, pay interest semiannually, are issued in a wide range of maturities and are rated as to their credit quality by Moody's and Standard & Poor's. Cost of Capital: The rate that a company must pay for its capital or the minimum return that is required to maintain the market value of a company's common stock. Current Yield: The annual rate of return earned on a bond based on its coupon rate and current market price. D Debt-Security: A security representing money borrowed that must be repaid and having a fixed amount, a specific maturity or maturities, and usually a specific rate of interest or an original purchase discount. Derivative: A generic term often applied to a wide variety of financial instruments that derive their cash flows, and therefore their value, by reference to an underlying asset, reference rate, or index. Diversification: a strategy in which assets are allocated to different securities (e.g., bonds, stocks, cash), industries (e.g., banking, manufacturing, transportation) and maturities (e.g., short, intermediate, long term), to balance the potential risks and rewards of a portfolio. See also Asset Allocation, Investment Pyramid, Ladder Portfolio and Portfolio Management. Dividend: the earnings of a company distributed on a prorated and prioritized basis to its shareholders. Preferred stockholders are entitled to receive dividends prior to common stockholders. Due Diligence: A process undertaken by potential investors-individuals or institutions-to analyze and assess the desirability, value, and potential of an investment opportunity. Glossary — Finance 243 E Employee Stock Option Plan (ESOP): A plan established by a company whereby a certain number of shares is reserved for purchase and issuance to key employees. Such shares usually vest over a certain period of time to serve as an incentive for employees to build long term value for the company. Equity: The ownership interest of stockholders in a company. Also, the excess of the market value of securities over debit balances in a margin account. (See credit and debit balance, margin) European-Style Option: Exercisable only on the expiration date. Value before expiration of European-style option may be less than intrinsic value. Can be unwound prior to maturity with Morgan Stanley Dean Witter's consent. Exit Strategy: A fund's intended method for liquidating its holdings while achieving the maximum possible return. These strategies depend on the exit climates including market conditions and industry trends. Exit strategies can include selling or distributing the portfolio company's shares after an initial public offering (IPO), a sale of the portfolio company or a recapitalization. F Federal Funds Rate: The rate charged for overnight loans to member banks. This rate, set daily by the market, is the most sensitive indicator of the direction of interest rates. See also Federal Reserve System and Monetary Policy. Federal Reserve System: Established to regulate the U.S. monetary and banking system, including reserve requirements, the money supply and currency printing. This system consists of a seven-member Board of Governors, 12 regional Reserve Banks and their 24 branches, and all national and state bank members. Also called the Fed. See also Federal Funds, Federal Funds Rate, Fed Wire, Member Bank and Monetary Policy. Founders' Shares: Shares owned by a company's founders upon its establishment. G Goodwill: The going-concern value of a company in excess of its asset value; goodwill is considered an intangible asset. Generally, it is the value of the business' good name, its customer relations, high employee morale, and other factors that might translate into earning power. Nasdaq's calculation of net tangible asset value excludes goodwill. (See goingconcern value) 244 The Essential Biotech Investment Guide H Hedge: A tool used to offset the volatility of an existing security by an investment in another security. See also Asset Allocation and Diversification. High Yield Bond: A bond issued to fund the growth of smaller, developing companies or the restructuring of a larger company through a leveraged buyout. Holding Period: The amount of time an investment must be held to qualify for capital gains tax benefits. Hot Issue: Hot Issue stock is stock that is in great public demand. The price of Hot Issue stock usually shoots up at its initial offering, since there is more demand than there are shares available. I Individual investor: A person who buys or sells securities for his or her own account. The individual investor is also called a retail investor or retail shareholder. Inflation Rate: Represents the changing cost of goods and services; typically indicated by the Consumer Price Index (CPI-U). Initial Public Offering (IPO): A company's first sale of stock to the public. Companies making an IPO are seeking outside equity capital and a public market for their stock. Institutional investor: A bank, mutual fund, pension fund, or other corporate entity that trades securities in large volumes. Interest Rate: the cost of borrowing money, generally expressed as an annual percentage rate. Interest Rate Risk: The risk that interest rates will rise, reducing the market value of existing bond investments prior to maturity. This occurs because bonds have an inverse or opposite relationship to interest rates: as interest rates rise, bond prices fall; as rates fall, bond prices rise. Long-term bonds are much more sensitive to changes in interest rates than short-term securities. Intrinsic Value: The difference between the market value and strike price. For calls, the intrinsic value = market price - strike price, for puts intrinsic value = strike price - market price. Investment Grade Bond: a bond possessing a credit rating of AAA to BBB that is considered to have little or no risk of default by the issuer. Investment Pyramid: a portfolio management tool used to allocate assets into the four major investment sectors-cash equivalents, income, growth/income, and aggressive growth-to develop a well-balanced Glossary — Finance 245 portfolio. See also Asset Allocation, Diversification, Ladder Portfolio, and Portfolio Management. IPO: Initial Public Offering—the first stock offering of an enterprise that is open to the public (a broad range of the public gets the opportunity to invest in the firm through the sale of shares). L Leveraged Buyout (LBO): A takeover of a company, using a combination of equity and borrowed funds (or loans). Generally, the target company's assets act as the collateral for the loans taken out by the acquiring group. LIBOR: London Interbank Offered Rate. The base short-term rate of the Eurodollar market, charged by international banks for large loans. Limited Partnerships: An organization comprised of a general partner who manages a fund, and limited partners, who invest money but have limited liability and are not involved with the day-to-day management of the fund. In the typical venture capital fund, the general partner receives a management fee and a percentage of the profits (or carried interest). The limited partners receive income, capital gains, and tax benefits. Liquidity: The ability to convert assets into cash or cash equivalents. A portion of portfolio assets is usually allocated to cash to meet short-term needs. Lock-up Period: The period of time that certain stockholders have agreed to waive their right to sell their shares of a public company. M Management Fee: Compensation for the management of a venture funds activities, paid from the fund to the general partner or investment advisor. This compensation generally includes an annual management fee. Margin: An account in which a customer purchases securities on credit extended by a broker/dealer. Rules of the Federal Reserve Board and NASD govern margin accounts. Market Capitalization: The total dollar value of all outstanding shares. Computed as shares multiplied by current price per share. Prior to an IPO, market capitalization is arrived at by estimating a company's future growth and by comparing a company with similar public or private corporations. Market Makers: Market Makers process orders for their own customers and for other NASD broker/dealers. Market Price: For listed securities, the price at which a bond trades in the secondary market. 246 The Essential Biotech Investment Guide Market Risk: The risk that changing interest rates and/or market demand will adversely affect the value of a bond prior to maturity. See also Interest Rate Risk and Reinvestment Risk. Market Value: The current value of a bond in the secondary market. Maturity: the number of years until the principal amount of a bond is due and payable by the issuer to its bondholders. Bonds are issued in a variety of short-, intermediate-, and long-term maturities. Monetary Policy: How the Federal Reserve influences the availability and cost of money and credit, including open market operations, and changes in the Fed funds rate and/or discount rate and reserve requirements. Money Market Fund: An open-ended mutual fund that invests highly liquid and safe securities and pays money market rates of interest. Money Supply: the amount of money in the economy, represented primarily by currency in circulation and deposits in savings and checking accounts; commonly referred to as M-l, M-2, M-3 and L. Municipal bonds: Bonds issued by states, cities, counties, and towns to fund public capital projects like roads, schools, sanitation facilities, bridges, as well as operating budgets. These bonds are exempt from federal taxation and from state and local taxes for the investors who reside in the state where the bond is issued. Mutual Fund: A fund operated by an investment company that raises money from shareholders and invests it in stocks, bonds, options, commodities, or money market securities. These funds offer investors the advantages of diversification and professional management. N Nasdaq Small Cap Market: The segment of the Nasdaq market for small, less-capitalized securities that do not qualify for inclusion in the Nasdaq National Market. NASDAQ The National Association of Securities Dealers Automated Quotation system. National Association of Securities Dealers, Inc. (NASD): The largest self-regulatory organization for the securities industry in the United States. NASD is responsible for the operation and regulation of Nasdaq and the over-the-counter securities markets; it is the parent company of NASD Regulation, Inc., and the Nasdaq Stock Market, Inc. Net Asset Value (NAV): NAV is calculated by adding the value of all of the investments in the fund and dividing by the number of shares of the fund that are outstanding; generally trade at a discount to NAV. Glossary — Finance 247 New Issue: A stock or bond offered to the public for the first time. New issues may be initial public offerings by previously private companies or additional stock or bond issues by companies already public. New public offerings are registered with the Securities and Exchange Commission. (See Securities and Exchange Commission and Registration). Nominal Return: the stated rate of return on a bond without adjusting for inflation. See also Nominal Rate and Real Rate of Return. O Odd Lot: an amount less than the normal or "round lot" trading unit. In the case of most bonds, those purchases of less than the $1,000 denomination. See also Round Lot. Open-end Fund: An open-end fund, or a mutual fund, generally sells as many shares as investor demand requires. As money flows in, the fund grows. If money flows out of the fund the number of the fund's outstanding shares drops. Option: An instrument that gives the owner the right to buy or sell a specified number of shares of a specified stock at a specified price within a specified period of time. A call option allows the buyer to purchase the underlying stock at any time up to the expiration date of the contract. A put option allows the buyer to sell the underlying stock at any time up to the expiration date of the contract. P Par Value: The stated or "nominal" value of a bond (typically $ 1,000) that is paid to the bondholder at maturity. Also represents the dollar amount on which interest is calculated, based on a specific percentage. Also called Face Value. Portfolio Management: Investment strategies used to select the proper percentage of assets within a portfolio in order to maximize returns and minimize risk, based on an investor's financial goals, stage in the investment lifecycle, and risk tolerance profile. Portfolio: A combined holding of more than one stock, bond, commodity, real estate investment, cash equivalent, or other asset by an individual or institutional investor. The purpose of the portfolio is to reduce risk by diversification. Preferred Stock: A senior equity security with dividends that must be paid before dividends are paid to common stockholders. Preferred stocks rank junior to bonds and senior to common stock in terms of payment priority 248 The Essential Biotech Investment Guide and are typically perpetual with no set maturity date. However, most have sinking funds and/or call provisions to retire outstanding stock. Price/Earnings Ratio: The price of a share of a stock divided by earnings per share, usually calculated using the latest year's earnings. The p/e ratio is also called the multiple. Primary Market: The market where new issues of securities are initially sold (as opposed to the Secondary Market, where existing issues trade). The Treasury auction market is an example of a primary market. Prime Rate: A short-term interest rate charged by commercial banks to their most credit worthy institutional customers. The prime rate is a benchmark rate used to determine rates on consumer loans, which are typically tied to Prime. Private Equity: Private equities are equity securities of companies that have not "gone public" (in other words, companies that have not listed their stock on a public exchange). Private equities are generally illiquid and thought of as a long-term investment. As they are not listed on an exchange, any investor wishing to sell securities in private companies must find a buyer in the absence of a marketplace. In addition, there are many transfer restrictions on private securities. Private Placement: A large block of securities offered for sale to an institutional investor or a financial institution through private negotiations. Put Option: A put option gives the holder the right, but not the obligation, to sell the underlying asset at an agreed strike price for a fixed period of time or on a fixed date. R Real Estate Investment Trust (REIT): A company, usually traded publicly, that manages a portfolio of real estate to earn profits for shareholders. REITs make investments in a diverse array of real estate from shopping centers to office buildings to apartment complexes and hotels. Real Rate of Return: The return on a bond calculated after adjusting for inflation. For example, a bond with a yield of 6% has a real rate of return of 3% when adjusted for a 3% rate of inflation. See also Inflation Rate and Nominal Return. Registration: The SEC's review process of all securities intended to be sold to the public. The SEC requires that a registration statement be filed in conjunction with any public securities offering. Reinvestment Risk: The risk that principal and interest payments must be reinvested at a lower interest rate, effectively reducing interest income. See also Interest Rate Risk and Market Risk. Glossary— Finance 249 Restricted Securities: Restricted securities (sometimes referred to as investment letter stock) are unregistered securities received from an issuer or affiliate in a non-public transaction. Restricted securities will typically bear a restrictive legend on the certificate. (Another type of restricted securities are control stocks that may not bear a restrictive legend.) Under the "private placement" exemption of the 1933 Act, sales of unregistered stock are permitted by a corporation or a control person to qualified purchasers in a private transaction where the buyer of the shares agrees that he or she will hold the shares for "investment" and signs a letter of representation to that effect (investment letter). Many officers, directors, and employees of corporations, own restricted securities subject to Rule 144 which they received through unregistered stock options, purchases of founders' stock directly from the company, or compensation for services rendered to the company. S Secondary Market: A market where existing bonds are traded after issuance, generally in the over-the-counter market.. secondary Offering: A registered offering of a large block of a security that has been previously issued to the public. Securities Act of 1933: Generally known as the disclosure statute, this law requires companies seeking to sell shares of stock to the public to register their offerings unless an exemption is obtained. Securities Act of 1934: Provides for the direct regulation of the securities industry through statutory provisions and rules and regulations adopted under existing statutes as well as through regulatory authority delegated to private member-owned and operated organizations known as self-regulatory organizations. Securities Analyst: An individual who does investment research and makes recommendations to buy, sell, or hold. Most analysts specialize in a single industry or business sector. For example, a biotech analyst. Securities and Exchange Commission (SEC): The SEC is an independent, nonpartisan, quasi-judicial regulatory agency that is responsible for administering the federal securities laws. These laws protect investors in securities markets and ensure that investors have access to all material information concerning publicly traded securities. Settlement Date: the date that funds must be paid and securities delivered to finalize an executed order. Short Swing Profits: The profit made within any 6-month period by an affiliate of a public company on sales transactions is determined by 250 The Essential Biotech Investment Guide matching the lowest purchase price to the highest sale price. These profits must be "disgorged" to the issuer and the event must be reported on the issuer's next proxy statement. Short-Term Bond: A bond with a holding period of a few days to one year. Short-term bonds are generally issued in 3-, 6- and 12-month maturities. See also Maturity and Yield Curve. Split: The division of outstanding shares of a corporation into a larger number of shares. Standard & Poor's (S&P): One of two well-recognized corporate bond rating agencies. S&P also rates commercial paper and preferred stock, assigning credit quality ratings to reflect an issuer's ability to make timely interest and principal payments. Stock: Ownership of a corporation represented by shares that are a claim on the corporation's earnings and assets. Suitability: A suitability violation occurs when and investment made by a broker is inconsistent with the investor's objectives, and the broker knows or should know the investment is inappropriate. T Third Market: Over-the-counter trading of exchange-listed securities among institutional investors and broker/dealers for their own accounts (not as agents for buyers and sellers). Track Record: The history of success and experience of an enterprise or an investment firm. Treasuries: See Treasury Bill, Treasury Bond, Treasury Inflation Protection Securities (TIPS), Treasury Note and U.S. Treasury Securities. Treasury Bill: A short-term security issued at a discount to par which pays no interest. Instead, the investor receives the difference between the discounted purchase price and the par value (the accreted interest) at maturity. T-bills are typically issued in minimum denominations of $10,000 with maturities of 3, 6 and 12 months. See also Treasury Auction and US Treasury Securities. Treasury Bond: A long-term bond issued in $1,000 denominations, with maturities greater than 10 years. T-bonds pay interest at a fixed rate semiannually and pay the principal amount (par) at maturity. The 30-year Treasury bond, also known as the Bellwether Bond or Long Bond, is considered a benchmark for market watchers and is the most volatile of all Treasury securities. See also Long Bond and U.S. Treasury Securities. Treasury Note: An intermediate-term security typically issued in denominations of $1,000 or $5,000, with maturities ranging from 2 to 10 Glossary — Finance 251 years. The stated interest rate (coupon) is paid semiannually and the principal amount (par) paid at maturity. See also U.S. Treasury Securities. U Unit Investment Trust: An investment vehicle that purchases a fixed portfolio of income-producing securities. The units in the trust are sold to investors by brokers. The unit holders receive an undivided interest in both the principal and the income portion of the portfolio in proportion to the amount of capital they invest. The portfolio of securities remains fixed until all of the securities mature and unit holders have recovered their principal. V Variable Annuity: A life insurance annuity contract whose value fluctuates with that of an underlying securities portfolio or other index of performance. Income on a variable annuity may be taken periodically, beginning immediately or at any future time. Venture Capital Fund: Fund from which capital for investments is supplied. Investors of the funds are as often institutional investors (credit institutes, insurance companies, state, and pension funds) as they are private individuals. Volatility: The degree of price fluctuation for a given asset, rate, or index. Usually expressed as a variance or standard deviation. (See beta) Volume: Amount of trading activity, expressed in shares or dollars, experienced by a single security or the entire market within a specified period, usually daily, monthly, or annually. Y Yankee Bond: A U.S. dollar-denominated bond issued by foreign governments and corporations in the U.S. market. Yield: The annual percentage rate of return earned on a bond, calculated in a number of different ways. See also Bond Equivalent Yield, Current Yield, Effective Yield, Yield to Call, Yield to Maturity and Yield to Worst. Yield to Call (YTC): The annual return on a bond, assuming it will be held until it is redeemed by the issuer at the call price on the first call date. Yield to Maturity (YTM): The annual rate of return an investor receives, assuming a bond is held to maturity, taking into account the purchase price, capital gain or loss, coupon rate, maturity and reinvestment rate. 252 The Essential Biotech Investment Guide Z Zero Coupon Bond: A bond that is sold at a deep discount from its maturity value and makes no periodic interest payments. Instead, interest accumulates at a stated rate, compounding semiannually and growing to full value at maturity. Source: NASD Appendix C Resources and Further Readings Books Lowe, Janet, Warren Buffett Speaks: Wit and Wisdom from the World's Greatest Investor. John Wiley & Sons, Inc, 1997. Fisher, Philip A., Common Stocks and Uncommon Profits. John Wiley & Sons, Inc., 1996. Graham and Dodd, Security Analysis. McGraw-Hill Companies, 1934. Greenwald, Bruce C.N., et al. Value Investing: From Graham to Buffett and Beyond. John Wiley & Sons, Inc., 2001. Lynch, Peter, One Up On the Wall Street Simon and Schuster, 1989. Siegel, Jeremy J.., Stock for the Long Run, 1998. Train, John, The Midas Touch. Harper & Row Publishers, 1987 Damodaran, Aswath, Damodaran on Valuation. John Wiley & Sons, Inc., 1994. 253 The Essential Biotech Investment Guide 254 Web Sites www.BIO.org www.phrma.com www.biospace.com www.winhoverinfo.com www.recap.com www .genengnews .com www.morningstar.net www .bloomberg.com www.nvst.com www.fda.gov www.nih.gov www.uspto.gov www.quicken.com www.yadeni.com www.berkeshirehathaway.com Newsletters BioWorld Today www.bioworld.com BioCentury www.biocentury.com Newspapers and Magazines Wall Street Journal www.wsj.com New York Times www.nytimes.com Financial Time www.ft.com Business Week www.businessweek.com Technology Review www.technologyreview.com Nature Biotechnology www.biotech.nature.com Science Magazine www.sciencemag.org Appendix D Speaking Engagement Request If you would like information about upcoming seminars, speaking engagements, or consulting services, please send your name, address, company name and fax and phone numbers to: Dr. C. Mark Tang World Technology Ventures, LLC One Exchange Place, Suite 1000 Jersey City, NJ 07302 Phone:(201)309-4825 e-mail: investinbiopharm@aol.com Also, please feel free to send me your success stories to share with other biotech investors. You may wish to check our book web site for updates on the book. The address is www.bio-technologyinvestor.com. 255 This page is intentionally left blank Index biotech, 1, 2, 6, 10, 13-16, 20, 24, 33, 35,37,40,41,51,56-60, 63, 67, 79, 81-83, 85, 88, 89,91,95-98, 101, 115122, 125, 126, 131, 134, 139, 140-143, 145, 147, 151, 152, 155, 157, 163173, 175, 177, 181-183, 187, 189, 195, 199, 200, 201,213,215,229,230, 249, 255 biotech companies, 2, 6, 13, 14, 16, 5 6 , 6 0 , 8 2 , 8 3 , 9 7 , 115, 116, 121, 122, 125,257 Biotech drugs, 2, 13, 16, 24 Biotech Industry, 2, 6, 16, 67, 8 1 , 95, 401 (k)s, 20 401K, 155, 164, 170,189 8 83(b) election, 170,171,172 A-B Trust, 208 Activist Value Investor, 84 Adenine (A), 51,229, 231 Alternative Investment, 47 Alternative minimum tax (AMT), 169 AM EX Biotech Index, 1 Amgen, 4, 8, 9, 15, 24, 56, 58, 106, 125, 126, 134, 200, 257 antibiotics, 13 Antibody, 56, 60, 126, 229 asset allocation strategy, 47 Association for Investment and Management Research (AIMR), 187 97, 257 Biotech mutual funds, 131, 139, 140 Biotech Private Equity Funds, 187 biotech products, 2, 67, 95-97 Biotech stock option, 163-170 biotech stocks, 2, 58, 88, 96, 139, 172, 195, 199,200 Biotech Venture Capital Funding, 183 Biotechnology, 1, 2, 6, 13-15, 5 1 , 63, 89, 98, 122, 131, 134, 143, 151, 152, 175, 181, 182, 215,230 Biotechnology Industry Organization (BIO), 2 B Ben Graham, 82 Bioinformatics, 13, 14, 56, 60, 230 257 258 The Essential Biotech Investment Guide Bonds, 7, 11, 25, 33, 35, 44, 51, 82, 93,94, 134, 136, 193,201, 230 Bought to be sold, 42 BOXES, 145, 152-154 Business Cycle, 93, 94, 147 Business Model, 120, 121 Buy and hold, 42 Buying and Selling, 41, 140, 148, 276 c cancer, 2, 8-10, 13, 40, 41, 60, 119 Cash, 32, 45, 47, 49, 91-93, 98-101, 113-116, 119, 120, 122, 125, 135, 149, 151,161, 169, 187, 192,210,218, Celera Genomics, 55, 56 Centocor, 9, 24, 126, 128 Central Dogma, 52, 53 Charitable Remainder Annuity Trust (CRAT), 198 charitable remainder trust (CRT), 197,210 Charitable Remainder Unitrust (CRUT), 198 Chart Patterns, 222, 224, 227 Chiron, 4, 9, 58, 106, 125, 127 clinical trials, 1, 2, 13, 67, 68, 70, 71, 74,76,77,85,97, 116 Common Vesting, 165 Comparable Public Companies Analysis, 99 concentrated equity position, 155, 159, 160 Consumer Trend, 20 Contrarian Value Investor, 85 Core and Satellite Strategy, 146 Core Holding, 48 Cost of Delaying, 139,258 Cost of Waiting, 28 covered call writing, 161, 195 cytosine(C), 51, 231 D DCF analysis, 98,116 demographics, 15, 16, 139, 140 direct rollover, 190 discipline, 49, 133, 134, 135, 141, 189,215 discounted cash flow analysis. See DCF analysis disease, 1, 2, 9, 10, 13-17, 53, 55, 56,57,61,68,70,76,77, 78,97,229,230,231,233, 234, 237, 238 Disinheritance, 203, 204 Diversification, 35, 37, 38, 45, 46, 48, 123, 131, 148, 152, 153, 158, 159, 186, 187,242, 244, 247 Divestitures, 84 Dividend Discount Model, 92,119 DNA, 4, 51, 52, 54, 59, 106, 118, 230-238, dollar-cost averaging, 29, 31, 49, 135 Dow Jones Industrial Average, 6, 39, 41 Due-diligence, 89, 178 E EBITDA multiples, 110, 115 economic cycle, 42, 43, 93, 95 Economic Value Added (EVA), 120 Election Risks, 172 equity return, 39 ESOP, 164, 170, 243 Estate planning, 201, 210, 213, 214 Exchange Fund, 159, 161, 195 Exercise Date, 164, 166, 167 Expiration Date, 162, 164, 241, 243, 247 F Fair Market Value, 164-166, 171 FDA, 2, 8, 9, 63, 67-78, 87, 97, 125, 126, 254 Federal Reserve (Fed), 93 Feeder Fund, 185, 186 firm-specific risk, 35, 156 free cash flow, 98, 99 Index fundamental analysis, 39, 217 Fund-of-Funds, 185, 186 G GARP, 48 gene, 1, 2, 8-10, 13-16, 24, 29, 35, 42-47, 51-60, 64, 97, 98, 230-238 generic drugs, 14 Genetic Therapy, 57, 125 Genzyme, 4, 10, 24, 59, 60, 106, 125, 127, 134 Gift giving, 211 growth, 1, 4, 6, 7, 9, 11, 13, 14,20, 27, 28, 32, 39, 43, 45, 48, 54,55,57,79,80,81, 87, 88,92-104, 106-110, 118, 125, 131, 134-136, 143, 145, 146, 175, 182, 183, 230, 244, 245 Growth Investing, 79, 80 guanine (G), 51, 231, 234 H Head and Shoulders, 224 Healthcare Buyout Funds, 183 hedge fund, 47, 175-179 Hedge Fund Investment Styles, 176 Hedge Fund Strategies, 177, 179 Hedging, 147, 150, 158-161, 168, 176, 180, 195 High-Yield Bond, 45 Historic Return, 11, 32, 38, 39 Holding Period, 32-34, 42, 142, 242, 244, 250 Human Genome Sciences, 55, 60, 125, 126, 129 I Ibbotson & Associates, 7 IBM, 14, 163 IDEC, 4, 15,24,59 Immunex, 4, 24, 59, 126, 129 Incentive Biotech Options, 166, 169 259 independent consultant, 187 Index funds, 136, 145, 146 Indexing, 136, 145, 146 Index-linked ETFs, 147-150 Industry Life Cycle, 80, 81, 95 Inflation, 7, 11, 31, 32, 33, 93, 95, 121, 131, 132, 137, 198, 244, 247, 248, 250 Initial Public Offerings (IPOs), 40 Internal Rate of Return (IRR), 116, 187 Internet, 3, 6. 23, 149, 170 Inverted Saucer, 224 Investigational New Drug (IND), 68 investment strategy, 11, 20 investment vehicles, 35, 40, 190,192 IRAs, 20, 191 Irrevocable Life Insurance Trust, 209 iShares, 145, 149, 150, 151, 152 J James D. Watson, 51 joint tenancy, 203 L large-cap, 38 leveraged buyouts (LBOs), 181 Liquidity, 45, 46, 100, 121, 135, 150, 177, 178, 186,245 long-term investing, 33, 39, 137 M Managed Accounts, 47, 259 margins, 81, 87, 89, 110 market risk, 35, 121, 156, 246, 248 market share, 81, 87, 89 Maturity Date, 44, 240, 248 Mid-cap, 38, 43 Momentum, 89, 221, 223, 224 Moore law, 55 Motorola, 14 Moving average, 219, 220, 221, 223 mRNA, 54, 229, 233, 235, 236, 238 260 The Essential Biotech Investment Guide Mutual Funds, 45, 131, 133-141, 152, 187, 193, 199, 218 N NASDAQ Biotech Index, 1,151,152 National philanthropic trusts, 196 Net Present Value (NPV), 98, 116 Net Unrealized Appreciation (NUA), 172 New Drug Application (NDA), 70, 75, 76 Non-Qualified Biotech Options, 165 o objectives, 46, 135, 141, 146, 160, 185, 195, 199, 250 opportunity cost, 29 Over the Counter (OTC) market, 41 P Par Value, 44, 242, 247, 250 Patentability, 64 Patents, 16, 22, 63, 64, 66 PEG ratio, 104-107, 107 pensions, 189, 201 personalized medicine, 15, 53, 98 Philip Fisher's, 260 positive returns, 32, 137 power of compounding, 28, 30 Price/Book Value, 83, 101,113, 114 Price/Earnings Ratio, 43, 83, 101, 248 Price/Sales Ratios (P/S), 109 Private equity investing, 181, 182, 184-188 Private foundations, 196, 199 procrastination, 38 professional management, 46, 47, 131, 133, 134,151,207, 246 public companies, 2, 60, 67, 96, 99, 100, 240 purchasing power, 31, 32, 131, 132, 137 put option, 158, 159, 161, 162, 247 Q Qualified Terminable Interest Property Trust (QTIP), 209 R relative valuation, 100 Resistance Level, 224 Restricted Equity, 162 retirement, 16, 20, 28, 137,155, 164, 168, 170, 189, 190, 191, 192, 240 Retirement Savings, 190-192 revocable living trust, 202, 204-208 risk, 7, 27, 29, 32, 33, 35, 45-49, 74, 77-86, 90, 99, 102-104, 118-123, 156, 161, 172, 176, 177, 179-189,240, 242, 244, 246, 247, 248 risk and return, 29, 240 RNA, 51, 52, 54, 231-235, 238, 239 Rollover IRA, 190, 191 s Sector Rotation, 147, 150 short-term investing, 33 Single Nucleotide Polymorphisms (SNPs), 53 Small-cap, 38 soybean, 1 Special Situations, 181,184 spin-off, 84, 124 Standard & Poor's 500 Stock Index, 7 stock market, 20, 29, 29, 38, 39, 41, 137, 139, 140,211,218 stock options, 163, 164, 166, 168, 170, 249, 260 stop-loss, 49 Subscriber-Based Valuations, 119 Success Factors, 83, 85, 86 Sum-of-the-Parts Valuations, 116 Support Level, 223, 224 261 Index T V Tax Implications, 166, 170, 178, 212 Tax-Deferred Rollover, 192 technical analysis, 39, 217, 222, 225, 227 technological innovation, 14 Technology Trend, 16 The Rule of 72, 27, 28 thymine (T), 51,231,238 time horizon, 83, 135, 158, 160, 192, 193 time in the Market, 137 Timing, 39, 42, 121, 132, 139, 178 Top-down analysis, 93, 95 track record, 80, 141, 178, 185, 256 traded funds (ETFs), 146 Trading Rules, 86 transcription, 5 1 , 52, 54, 229, 237, 238 Triple Top, 224 Trusts, 193, 196, 197, 202, 203, 205, 209,210,213 Types of Risk, 33, 121 vaccines, 2, 13, 16, 56, 6 1 , 234 value, 1, 2, 15, 27, 32, 4 1 , 43-48, 64, 79-85,89-93,96,98-104, 110, 113-120, 122-125, 139, 146, 147, 150, 158, 159, 162, 165, 166, 167, 169, 171, 172, 179, 197, 198,200,206,208,211, 212, 223, 240, 242-244, 246, 247 Value Investing, 79, 82, 123, 253 Venture capital, 47, 82, 181-183, 241 u U.S. Patent and Trademark Office, 66 U.S. Treasury bonds, 7, 11 unit investment trust, 46, 193, 251 w wealth, 1 , 7 , 3 1 , 3 5 , 4 8 , 137, 156, 158, 170, 176, 185,201, 202,213,215 wealth protection, 201 will, 203-206 winning companies, 89 Y Yield-Based Valuations, 120 excellent guide to the fundamentals of investing in the healthcare sector. C. Mark Tang's ncial and scientific expertise lends his analysis and opinion a reassuring authoritativeness. Michael Francisco Associate Editor Nature Biotechnology The book is resourceful in both ureas of finance and lechnolog}', unraveling their respective role and functions within the intricate web of biotechnology industry. It gives a well-rounded, easyto-understand description of the scientific bases constituting the business, and the various ways to evaluate the worth and potential of different biotech companies. The book is recommended not only for private investors and fund managers hoping to understand the dynamics of life sciences sector and identify the winner, but also for executives as a desk reference and scientists working in the biotech industry who may want to form their own biotech companies someday. Shawn Leung, PhD Managing Director The Essential BIOTECH INVESTMENT GUIDE biotechnology investment. Jordan Schreiber, PhD, MBA Managing Director Merrill Lynch I lealthcare Fund A practical, but intelligent approach to investing in the life science and biotechnology arena. Ea to read. Melinda Mingus, Ml), MBA Partnei World Technology Investment Croup Corp., USA Very thorough and comprehensive. Best biotech investment book of the year. Nancy Chang, PhD Founder & ' " ' l.inox Biosystems, lin World Scientific www. worldscientific.com 5082 he ..