February 10, 2006 Information Memorandum LeadGenex Inc. ● Non-competing molecular diversity technology ● Retains uniquely-created unknown drug-like small molecular libraries ● Systematic drug discovery strategy targeting multiple diseases at the same time ● Successful outcomes in new high value-added lifestyle drug developments ● High profile management and advisory group in biotechnology Daedeok Innopolis is the largest innovative cluster in Korea and one of the top tier clusters in the world. Information Memorandum Notice to Recipients Pharos Capital Limited has been retained by LeadGenex Co., Ltd. (“Company”) to act as its exclusive financial advisor (“Advisor”) in connection with the capital-raising of the Company. The information contained herein has been prepared to assist interested parties in making their own evaluation of the Company and does not purport to be all-inclusive or to contain all of the information that a prospective investor may desire. While the textual information contained herein is believed to be accurate, the Advisor has not independently verified any of the information contained herein in connection with the Summary, and no representation or warranty is made by either the Advisor or Company as to the accuracy, reliability or completeness of this Summary. In all cases, prospective parties should conduct their own investigation and analysis of the Company and the data set forth in this Summary. By accepting this Summary, the recipient acknowledges and agrees that all information contained herein is of a confidential nature, that the recipient will treat it in a confidential manner and that recipient will not, directly or indirectly, disclose or permit its agents or affiliates to disclose any of such information except in accordance with a signed confidentiality agreement which accompanies or preceded this Summary. Without limiting the generality of the foregoing, the recipient will not reproduce this Summary, in whole or in part, and will use this Summary solely for purposes of evaluation the recipient’s interest in the capital raising. Any proposed actions by the recipient will be made in the written proposal. All communication or inquiries relating to this Summary or its subject matter can be addressed to either the representative of the Advisor or the representative of the Company listed in the contact information (see page 6). Strictly Confidential 1 Information Memorandum Contents Page Notice to recipients ------------------------------------------------------------------------------------ 1 1. Executive Summary 1.1 Company at-a-glance 1.2 LeadGenex’s Competitive Edges 1.3 Facts & Milestones 1.4 Contact Information 2. Company overview 2.1 Business Model 2.2 Market Opportunity -------------------------------------------------------------------------------12 2.3 Management & Workforce 2.4 Technology Details 2.5 Intellectual Property and Existing Contracts 2.6 Investment & Ownership 2.7 Offering & Use of Proceeds 3. Financial Forecast 3.1 Financial Forecast ----------------------------------------------------------------------------3 -------------------------------------------------------------- 4 --------------------------------------------------------------------------------- 6 ---------------------------------------------------------------------------- 8 ---------------------------------------------------------------------------------- 9 ------------------------------------------------------------------- 15 ------------------------------------------------------------- --------------- 16 -------------------------------------------- 17 --------------------------------------------------------------------- 18 ---------------------------------------------------------------- 19 ----------------------------------------------------------------------------- 20 Strictly Confidential 2 Information Memorandum 1. Executive Summary 1.1 Company at-a-glance LeadGenex is a biotechnology company focused on the discovery and development of targeted high value-added lifestyle drugs since 2000. Based on the molecular diversity technology, the company has been engaging in developing obesity, diabetes, prostatism, impotency, arthritis, alopecia, osteoporosis and anti-cancer drugs independently or with pharmaceutical / biotechnology collaborators, and outstanding outputs have been drawn according. For example, erectile dysfunction drug candidate is nearing the completion of preclinical trials, obesity and diabetes are approaching the preclinical trials, prostatism and alopecia projects are waiting for phase II and arthritis, osteoporosis and anti-cancer candidates are still in a stage searching for leading compound. LeadGenex can dramatically reduce the searching period toward pharmaceutical gold by systematic drug discovery strategy targeting multiple diseases at the same time. In addition, the company has been serving worldwide synthetic and medicinal chemistry custom service. The lifestyle drugs market was reported worth phenomenal $23 billions in 2003 and average annual growth is expected to 12%. Lifestyle drugs are usually expensive and taken long lasting, and build up high-yield, stable market like Viagra and Xenical. LeadGenex, directly aiming at this booming market, is developing about 8 different lifestyle drugs, and the company expects that anti-hair loss and prostatic hypertrophy drug will be able to be introduced to the market in 2006 or 2007. In the post-genome era, the drugs discovery and development has gained strong momentum and competition has intensified as well. Therefore, maintaining a comprehensive and competitive molecular diversity technology and high throughput screening is essential in gaining advantage over competitors. With this trend, LeadGenex, since its inception, has focused on molecular diversity technology so that the company is now in an advantageous position over existing pharmaceutical companies when cooperating for the development of new drugs, and the company will become a leading player in the new-drug development industry Strictly Confidential 3 Information Memorandum 1.2 LeadGenex’s Competitive Edges ■ Non-competing Technological Advantages Dr. Sang Woong Kim, CEO of LeadGenex, first started molecular diversity technology in 1993 at UCLA, and started his first career as a new drug discovery researcher at LG, a leader in developing new drugs in Korea. Dr. Kim has been acknowledged as a profound professional in the field for his experience and technology. Based on this molecular diversity technology and know-how, LeadGenex is aiming at the higher value-added lifestyle drugs market, and has intensively researched to develop various drug candidates. LeadGenex’s molecular diversity technology is totally outperforming traditional method through its unique workflow. Using in- house developed high throughput synthesizers and the key technology of molecular diversity, the company has performed numerous tasks of discovering or optimizing primary lead compounds for drugs applying unique small molecular drug-like libraries which can be constructed much faster than the competitors. It gathers strength from the fact that LeadGenex can construct unlimited number of unique chemical libraries according to the idea, and it is possible to occupy an independent area in the field without direct competition. *Molecular Diversity means constructing small molecule chemical libraries of various structures based on molecular synthesizing and organic synthesizing technology, and also includes the development of relevant devices and management programs, which systematically standardize and evaluate(HTS), manage(cheminformatics), and use(chemical genomics) these chemicals. ■ Oligopoly in Domestic Market Currently, there is no significant competitor in the domestic market, and the company does not expect any other new entrants in the future. The main reason is that pioneers in the early stage could not come up with significant results or outputs due to lack of professionals in this field. Also this market has been considered as a long, tedious and costly market. In this severe market environment, LeadGenex since its inception survived and proved itself to be a leading company backed by molecular diversity and outstanding achievements. ■ Market Environment Becoming Favorable With the emergence of the genome industry, the new drug sector and related industries are expected to boom up in development. As the demand for various types of drug-like small molecule is increasing explosively, LeadGenex’s molecular diversity technology will be highly Strictly Confidential 4 Information Memorandum appreciated since there are only a handful of companies with independently developed libraries. Also the market size of new drugs is becoming a mammoth, and it is expected that the lifestyle drugs market will be more than USD 50 Billion in 2010. With the increasing average age of the population and the improvement of income levels, the demand from them is rapidly growing, and the scale of the domestic market is also huge. The concept of lifestyle drugs is to enhance people’s physical and psychological conditions, and it is not defined as medicines since the purpose is not to cure diseases or illnesses. Lifestyle drugs are usually expensive, and people tend to consume them continuously throughout their lifetime. Viagra and Xenical are good examples of lifestyle drugs that are bringing billions of dollars to the makers. LeadGenex, directly aiming this market, is developing about 8 different lifestyle drugs, and the company expects that anti-hair loss and prostatic hypertrophy drug can be introduced to the market in 2006 or 2007. ■ Playing a Key Role in the Industry LeadGenex has been entrusted with exclusive projects and assignments by the Ministry of Health and Welfare, Ministry of Science and Technology, and Ministry of Commerce, Industry, and Energy, receiving recognition from the Korean government for its outstanding technological abilities. In addition, the company was designated as an INNO-Biz Company by the Small and Medium Business Administration with distinctions and as a Promising Small and Medium Enterprise by Daejeon City. Such accomplishments have enabled LeadGenex to find its own niche in the field as a venture company with superior technology, management skills and continuously recurring government-subsidized projects. More over, LeadGenex has numerous high profile customers like Merck & Co., Rexahn, Inc., USA, SPI Japan, LG Care Inc., CJ, Chong Kun Dang Pharmaceuticals, Youngin Pharmaceuticals, and many other drug discovery and pharmaceutical companies. A relatively small venture company, LeadgGnex has been able to compete and cooperate with these big players mainly because of its core technology as well as its unique drug-like small molecular libraries. gaining stronger negotiation influence in the field. Based on strong references, LeadGenex is The company will continuously play a key role, and its position will be held strong as long as the company secures its uniqueness and diversity of libraries. . ■ Simultaneous Research Capability for Multiple Projects Based on LeadGenex’s molecular diversity technology, the company has the capability to proceed with multiple projects to develop new drugs simultaneously. Strictly Confidential Working on multiple 5 Information Memorandum projects can hedge risks in case of a failure of a project, and can be a buffer that can minimize the loss. This process is possible because the company has the fastest ability to draw new leading compounds from the molecular diversity. Several independent new drug researches are in progress such as developing anti-hair loss, anti-obesity, anti-diabetes, anti-rheumatism and prostatic hypertrophy drugs. At the same time, the company is co-developing new drugs like erectile dysfunction drug, anti-cancer drug and osteoporosis drug with prominent pharmaceutical companies. 1.3 Facts & Milestones ■ Facts Facts CEO Sang Woong Kim Foundation October, 2000 Address Venture Town Dasan, 1687-2 Shinil-dong, Daedeok-gu, Daejeon, Korea Paid In Capital KRW 885M (USD 885,000 ) No. of Employees 11 employees as of January, 2006 Drug Candidates, Drug-like Small Molecular Libraries, Building Blocks, Products Intermediates, Cosmetic Raw Materials, Electronic Materials Independent Auditors Target Market Pharmaceutical Companies ■ Milestones 2000. 10 Established LeadGenex, Inc. Fundraised KRW 300,000,000 by increasing paid-in capital (Samsung Fine Chemicals 2000. 11 invested) 2000. 12 Established Research Institute of LeadGenex 2001. 06 Authorized as a Venture Enterprise 2001. 08 Authorized as an INNO-BIZ company Award grand prize in Bio filed in 2001 The Maeil Economic Daily Excellent Venture 2001. 10 Finding Competition 2001. 10 Contracted Rexahn (US) for co-development of new drugs 2002. 04 Contracted SPI (Japan) as a Marketing Partner Strictly Confidential 6 Information Memorandum Fundraised KRW 500,000,000 by increasing paid-in capital (Chong Kun Dang 2002. 07 Pharmaceutical invested) 2002. 07 Selected as the “Best Venture Company” from the Federation of Korean Industries 2003. 08 Selected as a promising small enterprise in Daejeon 2003. 11 Custom Synthesis Agreement with Merck & Co. (USA) 2004. 08 Selected as the “Promising Exporting Company” from Small Business Corporation Authorized as a Materials-Components Technology Development Enterprise from 2006. 02 the Ministry of Commerce, Industry and Energy Strictly Confidential 7 Information Memorandum 1.4 Contact Information Pharos Capital Limited Mr. D.I. Cho Associate Manager Tel. +82-2-540-6501 Email. pharoscap@hitel.net LeadGenex Sang Woong Kim, Ph.D./MBA CEO Tel. +82-42-936-0991 Email. ceo@leadgenex.com Strictly Confidential 8 Information Memorandum 2. Company Overview LeadGenex is a leading company in developing various drug candidates based on molecular diversity technology aiming at booming lifestyle drugs market. With the aging of population and the improvement of an income level, the demand on the lifestyle drugs is rapidly growing. The company has two clinical trials, one preclinical trial, two nearing preclinical trials and three finding leading compound stages. LeadGenex also offers drug-like small molecule libraries and chiral intermediates, contract research and discovery, and optimization of new hit and lead compounds as a cash flow. 2.1 Business Model ■ Lifestyle Drugs Lifestyle drugs are medicines that help people improve physical and psychological conditions, and these are not means for direct cure, but rather considered as a must-have medicine. type of drugs usually requires long-term medication period. hypnotic and contraceptive come within this category. This Antidepressants, Viagra, Xenical, Currently, Viagra and Xenical are leading the market trend, and erectile dysfunction treatment, anti-obesity and anti-hair loss drug will lead the future lifestyle drug market. LeadGenex has been striving to develop various drug candidates aiming the lifestyle drugs market. It is expected that the lifestyle drugs market will be more than USD 50 Billion in 2010. With the increasing average age of the population and the improvement of income levels, the demand on them is rapidly growing, and the scale of a domestic market is also getting huge. <Table > Products under Development Market Size Product Status Remark Preclinical trials Joint research with (USD Million) Erectile Dysfunction Drug 15,000 Strictly Confidential 9 Information Memorandum Chong Kun Dang Toxicity test to become Antiobesity / Antidiabetes Drug 18,000 Independent a preclinical candidate Anti-hair loss 15,000 Clinical trials Independent Prostatic Hypertrophy Drug - Clinical trials Independent Rheumatism Drug 20,000 Optimizing leading Independent compound Joint research with Optimizing leading Anti-cancer Medicine 30,000 Chong Kun Dang and compound Seoul Nat’l University Osteoporosis Drug Optimizing leading Joint research with compound Yonsei University 9,000 The worldwide lifestyle drug market is growing more than 10% annually, and LeadGenex has been putting enormous efforts to develop various kinds of lifestyle accordingly. Currently, erectile dysfunction drug candidate is nearing the completion of preclinical trials, obesity and diabetes are approaching the preclinical trials, prostatism and alopecia projects are waiting for phase II, and arthritis, anti-cancer and osteoporosis are in searching for leading compound stage. <Figure> Summary of Development Pipeline ■ Drug-like small molecule Drug-like small molecular libraries are the basis for the development of new drugs. LeadGenex is maintaining numerous and these unique libraries that are not released in public domain. The company has obtained drug-like libraries based on molecular diversity technology for itself, and utilizes them in co-developing new drugs with other pharmaceutical companies or independently. Strictly Confidential 10 Information Memorandum <Figure> LeadGenex Chemical Library ■ Building Blocks & Chiral Intermediates LeadGenex also maintains and provides various unique chiral or building blocks that are required to synthesize small molecular libraries. These original building blocks can be applied to various drug-like libraries. New developments in various technologies for isolating, preparing, and purifying (chiral) materials have greatly increased the opportunities for utilizing optically pure compounds in commercial applications. <Figure> Chiral Intermediates ■ Custom Synthesis LeadGenex provides custom organic synthesis based on its proprietary technology, and its accurate NMR (Nuclear Magnetic Resonance) data guarantee the high quality and high purity of Strictly Confidential 11 Information Memorandum all compounds. The company has worldwide top-tier customers such as Merck & Co., Rexahn, Inc., USA, SPI Japan, LG Care Inc., CJ, Chong Kun Dang Pharmaceuticals, Youngin Pharmaceuticals, and many other drug discovery and pharmaceutical companies. ■ Contract Research LeadGenex can provide customized drug-like small molecules and perform private research through a contract. Contract research includes focused library generation by combinatorial chemistry and lead optimization by molecular diversity, medicinal chemistry and organic synthesis projects, etc. ■ Revenue of major products Unit: KRW Million 2005 2006E 2007E 2008E Chemical Libraries 250 600 1,500 2,000 Intermediates 100 300 800 1,000 200 500 900 100 200 300 10,000 20,000 50,000 11,200 23,000 54,200 Research Project Cosmetics Raw Material Licensing Licensing/New Medicine Total 350 2.2 Market Opportunities ■ Market Outlook According to 2005 research by Samsung Economy Research Institute, worldwide bio-science market would be USD 1,194 Billion in 2010, and more than 80% would be medicines. As shown in the table below, the percentage of medicines in bio-science market is enormous. Strictly Confidential 12 Information Memorandum However, the importance of developing new drugs in domestic market has been overlooked until the recent date, and huge amount of funds have been utilized in developing health-subsidizing foods and medicines. <Table > Market Status and Size Marketsize Industry Products Status Participants (USD Billion) Anti-cholesterol drug, red Pfizer, GSK, Amgen, Medicines blood cell growth Commercialization 970 Genetech accelerator Blood transfusion, cell Bio Treatment treatment, genomic Under research 56.2 Aastrom, ONYX, Vical 30 Affymetrics, Medtronics treatment Accumulated U-Health Bio-chip technology GMO (Genetically Crops, animals, fish Commercialization 15 Monsanto, Syngenta Visual diagnosis Commercialization 85 HP, GE, Agilent Early stage 16 Shell, BP Early stage 25 Modified Organism) Bio Equipments Microbial decomposition, Bio Energy bio fuel Replacing conventional Bio Process Cargill-Dow, BASF, process DuPont Source: Report of Samsung Economy Research Institute, IMS Health, Jain PharmaBiotech Report 2005 The optimal business model in bio industry is not platform technology, but the development of new drugs. Nevertheless, Research and development period is comparatively longer than any other field and it would be the most attractive and profitable business model that can exercise rights with patent protection if the development was successful. New drug research can be categorized into discovery and development, and discovery is considered more important because patent protection is possible in the stage of discovery. Strictly Confidential Also 13 Information Memorandum if there are proper period and funds for the development after discovery, new products can be drawn easily in the development stage. Developing new drugs can take enormous amount of investments, but the portion in the discovery stage is relatively small so that small and medium companies can maintain competitiveness if properly staffed with R&D personnel. ■ Competitors Currently, there are no substantial competitors that can handle drug-like small molecular libraries in domestic market. Some private enterprises have started research on these libraries with government subsidies from 1995, but the companies lack professional researchers in this field, and they are having a hard time securing related technologies. As an alternate method, the companies are constructing libraries from scattered libraries throughout the country or by purchasing libraries from abroad, but it will not guarantee the competitiveness and profitability for the rights and ownerships belong to others. <Table> Comparison with Domestic Competitors Foreign top tier-pharmaceutical companies have already secured from 100K to 2 million chemical libraries through years of accumulated know-how and experiences. Also there are professional chemical library providers like ChemDiv, Asinex, Axys and Cambridge, and these companies are closely cooperating with pharmaceutical companies for the development of new drugs and discovery of new chemical candidates. Strictly Confidential 14 Information Memorandum <Table> Pharmaceutical Companies in Stock Market Company Foundation IPO Market Cap (USD M) Affymetrix 1993 1995 34,500 Vertex 1989 1993 12,900 Pharmacopoeia 1993 1995 660 Array Biopharma Inc. 1998 2000 370 ArQule 1993 1996 320 Discovery Partners Int’l 1995 2000 100 2.3 Management & Workforces Sang Woong Kim, President and Chief Executive Officer Specialties Organization LeadGenex LG Research Park Main Achievement -President and CEO -Drug discovery Administrations and Texas Tech University Management Ph.D -Research assistant UCLA Post Doc. -Research associate MBA Eun Ju Lee, Vice President Specialties Organization LeadGenex Main Achievement -Vice President Bioneer -Drug discovery & development KAIST -Drug discovery & development Administrations and Texas Tech University Management Ph.D -Research assistant UCLA Post Doc. -Research associate MBA in progress Strictly Confidential 15 Information Memorandum In Ho Cho, Manager, R&D Center Specialties Organization LeadGenex Main Achievement -Manager, R&D Center Administrations and Siegen University, Management -Research associate Germany, Ph.D. 2.4 Technology Details ■ Diversity-oriented Synthesis Diversity-oriented synthesis can draw and ensure the molecular diversity of optimized chemicals by combining lead compounds at high speed based on its unique technology. Traditional synthesis was done one by one, and it took about 3~8 years to draw a single lead compound whereas diversity-oriented synthesis can extract 3~5 lead compounds per year. As per the research expense, traditional synthesis generally required USD 7,500 / compound while diversity-oriented synthesis only needs USD 20~30 / compound. This is the critical advantage why LeadGenex can compete with top tier pharmaceutical companies and negotiate in advantageous position. <Figure> Molecular Diversity Inventory Planning and Synthesis Workflow Strictly Confidential 16 Information Memorandum 2.5 Major Contracts and Intellectual Properties ■ Major Contracts Note Partner Date of contract Birogen Jan-30, 2001 Research Agreement KRRIB (Nat’l Institute) Jan-31, 2001 Research Agreement DNA Link Feb-16, 2001 Research Agreement CNBR, Inc. Feb-17, 2001 Research Agreement IDR Tech April-19, 2001 Research Agreement Yonsei Univ. May-2, 2001 Research Agreement Mokam Institute May-16, 2001 Research Agreement June-4, 2001 Research Agreement Young Jin Pharmaceutical June-5, 2001 Contract Research Agreement NeuroNex June-7, 2001 Research Agreement Rexahn, Inc., USA Sept-15, 2001 Research Collaborative Agreement Rexahn, Inc., USA Nov-10, 2001 Contract Research Agreement CJ Jan-28, 2002 Contract Research Agreement CrystalGenomics Apr-19, 2002 Research Agreement SPI, Japan May-24, 2002 Marketing Agreement Yonsei Univ. Med. Center June-1, 2002 Research Agreement CKD Aug-1, 2002 Research Agreement LG Care Sep-22, 2002 Contract Research Agreement Merck & Co., USA Nov-12, 2003 Custom Synthesis Agreement Bio CS ■ Intellectual Properties LeadGenex has 15 core patents related to diversity-oriented synthesis. Contents Item Compounds Patent having an antioxidant Date Status 2006 Patent applied 2005 Patent applied activity, method for preparation thereof and composition for preventing skin aging Pharmaceutical composition for treating hair loss Patent and benign prostatic hyperplasia Strictly Confidential 17 Information Memorandum Benzothiazole derivatives for the treatment or Patent 2005, 2004 Patent applied 2005, 2004 Patent applied 2005 Patent applied 2003 Patent applied 2003 Patent registered 2003 Patent registered prevention of diabetes and obesity Quinazoline derivatives for the treatment or Patent prevention of diabetes and obesity Quinazoline derivative having inhibition activity of phophodiesterase, a process for preparing the Patent same, and pharmaceutical composition comprising the same Patent Composition for inhibiting telomerase activity Preparation of new intermediates in drug Patent development Beta-Nitrostyrene Compound and Telomerase Patent Inhibitor Having an Anticancer Activity 2.6 Investments and Ownership ■ Investment History No. of Issued Date Type Accumulated Par Value Issue Price Shares Paid-in Capital Oct-00 Foundation 104,800 5,000 5,000 524,000,000 Nov-00 Common 11,696 5,000 25,650 582,480,000 Nov-00 Common 2,460 5,000 5,000 594,780,000 Jul-02 Common 10,000 5,000 50,000 644,780,000 Oct-02 Bonus Issue 48,000 884,780,000 884,780,000 Total ■ Shareholder Breakdown Shareholder Name Percentage (%) Sang Woong Kim 41.74% Eun Ju Lee 12.69% Strictly Confidential 18 Information Memorandum Samsung Fine Chemicals 10.91% Chong Kun Dang Pharm 7.75% Others 26.89% Total 100.00% 2.7 Offering and Use of Proceeds ■ Offering Type of Financing Instrument Equity Value of Offering shares US $ 3,000,000 Price Negotiation Terms of Offering The offering commences on February 10, 2006 and continues until August, 2006 unless otherwise extended by the Company. Withdrawal of The Company may withdraw or cancel this Offering at any time Offering without notice, and may reject offers for shares for any reason. ■ Use of Proceeds The principal purposes of this offering are to raise the expenses for marketing, developing various new products and working capital, extend the overseas channels that can be helpful to marketing and increase LeadGenex’s visibility in the overseas financial marketplace. The company intends to use the proceeds from this offering as follows: i. approximately US $ 2 million for expenses of research and development of new products ii. approximately US $ 0.5 million for expansion of sales and marketing activities iii. approximately US $ 0.5 million for capital expenditures, general and administrative expensive Strictly Confidential 19 Information Memorandum 3. Valuation 3.1 Financial Forecast Unit: KRW Million (Won: Million) 2005 2006E 2007E 2008E Sales 350 11,200 23,000 54,200 Gross Profits 169 10,877 22,160 53,030 Operating Profits -116 10,338 20,788 51,119 Recurring Profits -16 10,931 22,088 48,119 Net Profits -16 9,308 18,808 40,973 *Note: LeadGenex has been striving to develop various drug candidates aiming a lifestyle drug market. Currently, several lifestyle drugs like anti-hair loss and prostatic hypertrophy drug candidates are waiting for permits to proceed with the clinical trials, and erectile dysfunction drug is nearing completion of preclinical trials. These lifestyle drugs are expected to be commercialized in 2006 or 2007, which will make explosive sales. Strictly Confidential 20