Rockwell Medical Inc | August 13, 2015 MORGAN STANLEY & CO. LLC August 13, 2015 Andrew S Berens Rockwell Medical Inc Andrew.Berens@morganstanley.com +1 212 761-3017 Thomas J Smith Survey Says Centralized Dispensing, Need for Long Pilot Studies Hamper Early Adoption of Triferic: Initiating at UW Industry View In-Line Stock Rating Underweight Price Target $7.00 Triferic is likely to have an anemic launch. Consultants indicate 12-18 month pilot testing is needed before major dialysis clinics become early adopters, confirmed by our AlphaWise survey. Most centers have switched from jugs to central vats, making individually supplied Triferic usage cumbersome. We are initiating coverage of Rockwell Medical Inc (RMTI) with an Underweight rating and a $7 price target. Our bearishness stems from our strong conviction Rockwell's Triferic, an iron containing concentrate for dialysis, will have a disappointing launch relative to expectation, pressuring RMTI. This is a commercial risk thesis and our high conviction is based on 1) multiple consultations with external clinicians, 2) dialysis center site visits, and 3) our July 2015 AlphaWise survey of 50 US nephrologists. Our work suggests, prior to adoption, major dialysis providers are likely to conduct 12 to 18 month pilot testing for safety, feasibility and practicality, especially since most have switched to centralized vat systems from individual jugs. Adopting Triferic involves switching back to jugs or requiring all patients receive supplemental iron, not standard practice. Management comments on the Q2 call about 4-week pilots suggest no large dialysis providers are likely to be early Triferic adopters, leading to a very disappointing launch. Majority of dialysis clinics use vats instead of jugs: External consultants and our AlphaWise survey confirm over 75% of dialysis clinics have switched from individual jugs to centralized vats, a change since the Triferic program began. Triferic is supplied in vials for individual use, making usage in vats difficult and potentially increasing infection. Link to AlphaWise Survey Long pilots necessary before adoption: Using Triferic in vats would provide iron to all patients in a dialysis center, not a current practice. Prior to adopting Triferic, our diligence suggests long pilot tests would be needed to confirm safety as well as financial feasibility. Dialysis centers need to confirm savings with Triferic: Because of the bundle, dialysis centers are extremely cost-sensitive. The Triferic trial showing savings by decreasing EPO usage was flawed and not indicative of the anticipated real-world experience, as noted by the FDA. As confirmed by our survey, pilot studies are necessary to test the feasibility of real-world use. Large dialysis providers not early adopters: External consultants and Thomas.J.Smith@morganstanley.com +1 212 761-6209 Amy Le Amy.Le@morganstanley.com +1 212 761-0840 Rockwell Medical Inc ( RMTI.O, RMTI US ) Biotechnology / United States of America Stock Rating Industry View Price target Shr price, close (Aug 12, 2015) Mkt cap, curr (mm) 52-Week Range Fiscal Year Ending ModelWare EPS ($) Prior ModelWare EPS ($) P/E Consensus EPS ($)§ Div yld (%) Underweight In-Line $7.00 $13.74 $691 $18.90-8.10 12/14 (0.52) - 12/15e (0.09) - 12/16e 0.25 - 12/17e 0.48 - NM - NM (0.08) - 54.5 0.86 - 28.7 1.01 - Unless otherwise noted, all m etrics are based on Morgan Stanley ModelWare fram ework § = Consensus data is provided by Thom son Reuters Estim ates e = Morgan Stanley Research estim ates QUARTERLY MODELWARE EPS ($) Quarter Q1 Q2 Q3 Q4 2014 (0.20) (0.08) (0.10) (0.14) 2015e Prior - 2015e Current (0.07)a (0.05)a (0.01) 0.03 2016e Prior - 2016e Current - e = Morgan Stanley Research estim ates, a = Actual Com pany reported data Exhibit 1: RMTI Risk Profile Morgan Stanley does and seeks to do business with companies covered in Morgan Stanley Research. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of Morgan Stanley Research. Investors should consider Morgan Stanley Research as only a single factor in making their So u rce: Co mp an ydecision. data, Mo rgan Stan ley Research investment For analyst certification and other important disclosures, refer to the Disclosure Section, located at the end of this report. 1 Rockwell Medical Inc | August 13, 2015 our AlphaWise survey suggest little meaningful pilot testing is occurring or planned. We have confirmation that Fresenius, which comprises 35% of the market, as of June, had no plans to test or use Triferic. Consensus too bullish on launch and peak Triferic sales. We model a slow Triferic launch, tempered by the major dialysis centers pilot testing. We divide revenues by provider, assuming minimal penetration into Fresenius. Our 2015 and 2016 revenue estimates of $55mm and $89mm are ~15% and ~30% below consensus. This difference is primarily driven by expectations for a slower Triferic launch. Risk Reward: Our $20 bull case assumes wide adoption of Triferic and a favorable ex-US partnership for the product. In the bear case, our $4 valuation assumes Triferic only penetrates small and independent dialysis centers. 2 Rockwell Medical Inc | August 13, 2015 Risk Reward Commercial Challenges to Drag on RMTI Shares Investment Thesis $ 25 20 $20.00 (+46%) 15 $13.74 10 $7.00 (-49%) 5 $4.00 (-71%) 0 Aug-13 Feb-14 Aug-14 Price Target (Aug-16) Feb-15 Historical Stock Performance Aug-15 Feb-16 Current Stock Price Aug-16 WARNINGDONOTEDIT_RRS4RL~RMTI.O~ So u rce: Co mp an y data, Mo rgan Stan ley Research Price Target $7 We derive our PT from a risk-adjusted sum-of-the-parts (SOP) analysis. We forecast expected revenue/profits for each drug/condition combination with varying commercial assumptions for base/bull/bear cases. We assume an 12% WACC and terminal value of 2.5x the 2030 cash flow to derive our PT. We then assign a probability factor for each drug/condition to reflect clinical and regulatory risks/timing, sum the risk-adjusted NPVs and add cash in excess of required investment. Bull Faster-than-anticipated uptake of Triferic and the formation of a partnership with current competitor Fresenius, leading to broad adoption of both Triferic and Calcitriol. This scenario also includes a lucrative ex-US partnership for Triferic, providing a large upfront payment and favorable (>20%) royalties on sales. We model peak sales of Triferic of ~$475mn in this scenario, approximately 2.5x our peak Base case sales. $20 Risk-adjusted SOP Base $7 Risk-adjusted SOP Bear $4 Risk-adjusted SOP A tepid launch for Triferic, with uptake hindered by multiple headwinds including the need for pilot studies prior to widespread adoption, dialysis center conversion to centralized bicarbonate distribution, and the lack of a definitive Epo-sparing benefit. We model peak Triferic sales of $190mn in 2029. Triferic fails to gain commercial acceptance with either of the two largest dialysis providers (Fresenius and DaVita), and gains only minimal penetration into small and independent dialysis centers. We model peak Triferic sales of $95mn in this scenario. We are Underweight RMTI given we believe that Rockwell's Triferic is unlikely to experience meaningful usage in dialysis. Majority of dialysis clinics use vats instead of jugs: External consultants and our AlphaWise survey confirm the majority of dialysis clinics have switched from individual jugs to centralized vats. Triferic is supplied in individual vials, making usage in these large vats cumbersome and potentially increasing the risk of infection. Pilots necessary prior to widespread adoption: Using Triferic in vats would provide iron to all patients in a dialysis center, not a current practice. Prior to adopting Triferic, our diligence suggests 12-18 month pilot testing would be necessary, both to confirm safety as well as financial feasibility. Dialysis centers need to confirm EPO sparing: Because of the bundle, dialysis centers are extremely cost-sensitive. The Rockwell trial showing EPO sparing was flawed and not indicative of the anticipated real-world experience, as noted by the FDA in denying Triferic an EPO sparing label. Again, pilot studies are likely necessary, and they would take 12-18 months to generate meaningful data. Key Value Drivers The main valuation driver is the commercial launch execution for Triferic. Potential Catalysts Triferic and calcitriol launch 3Q15 Risks to Achieving Price Target Dialysis centers, especially large providers (DaVita and Fresenius), widely adopt Triferic without the need for lengthy pilot studies Triferic sales significantly exceed expectations Potential M&A 3 Rockwell Medical Inc | August 13, 2015 Table of Contents Investment Summary- Page 5 Valuation - Page 7 MS Rockwell Risk Analysis - Page 9 Lessons Learned from Dialysis Site Visit - Page 11 Insights from Our AlphaWise Survey - Page 14 Upcoming Catalyst - Page 18 Triferic Key Debates Discussion - Page 19 Triferic Phase 3 Clinical Program - Page 24 Triferic Primer - Page 30 Calcitriol: Launching into a Competitive, Price Sensitive Market - Page 31 Core Dialysate Business - Page 33 Financials - Page 34 4 Rockwell Medical Inc | August 13, 2015 The Times They Are A-Changing... We are launching coverage on Rockwell Medical (RMTI) with an Underweight rating and a $7 price target, which represents a ~50% discount from current levels. Rockwell Medical has two recently approved drugs, branded Triferic and generic calcitriol, as well as a legacy business selling concentrates. Neither Triferic or calcitriol has launched in the US after Triferic was approved in January 2015, and calcitriol in June 2014, but management indicates commercial preparations are underway. The main value driver for RMTI stock is Triferic, which represents 50% of our RMTI valuation. We view calcitriol as less important, representing ~20% of our RMTI value. Triferic is a solution that is added to dialysate, which is the fluid that is put into the dialysis machines to allow them to remove impurities from patients. Triferic is novel in that it provides iron to patients during the dialysis procedure, purportedly replacing that which is routinely lost in a more physiological and safer route than intravenous iron, the current standard of care in these patients. Why are we Underweight? Our Underweight thesis reflects our bearish views on the commercial prospects for Triferic, which we see as having extremely slow uptake for a number of reasons. Our diligence suggests that the large chain dialysis providers have little interest in Triferic, and that the necessary pilot studies to prepare for Triferic usage are not being conducted or planned to any meaningful extent. Our diligence process included 1) site visits to dialysis centers, 2) multiple consultations with external clinicians, 3) an AlphaWise survey, and 4) discussions with nurse practitioners, physicians, and dialysis center managers at an annual nephrology conference. One of Triferic's main logistical challenges is that over the last decade, after the Triferic clinical program began, most dialysis centers switched to a centralized bicarbonate dispensary (100 gallon vats) for convenience and savings. Triferic, which was tested and is supplied to be mixed individually in 2.5 gallon jugs, appears ill-suited for this change, especially since usage in the central dispensary may increase infections and would require all patients receive supplemental iron. Key Takeaways Triferic supplied for usage with individual jugs, while majority of dialysis centers have switched to centralized vats: We believe the commercial prospects for Triferic may be significantly hampered because it is only supplied in ampules for reconstitution in 2.5 gallons of bicarbonate, usage tailored for one patient. Previously, dialysis centers utilized individual “jugs” for each patient (see exhibit 2). Over the last 5 to 7 years, after the Triferic clinical program began, the majority of dialysis centers switched to large “vats” (Exhibit 2) that allow centralized distribution of the bicarbonate solution and bulk mixing, usually once daily. This saves the dialysis centers expense and is more convenient. Our AlphaWise survey suggests that over 75% of patients may be treated by centers that use centralized vats. Centralized systems are preferred by the large chain providers, who buy in bulk to save costs. Bulk mixing of Triferic possible, but may increase infection rate: Our physician consultants expressed concerns about bulk mixing of Triferic in centralized vats that could be piped to patients. According to our consultants, these vats are already prone to high infection rates, and adding iron to the solution could increase the risk of bacterial colonization. Triferic is iron, which is often added to petri dishes as a medium for bacterial cultures. Great precaution is taken to prevent infection in these vats, which could pose a safety risk, as well as hampering productivity. Many states have rigorous requirements and regulations regarding the maintenance of the fluids utilized in dialysis centers to prevent infections and cross-contamination. Our AlphaWise survey found that 50% of respondents expressed some degree of concern about central vats getting infected. Bulk mixing would require all patients in dialysis center to get supplemental iron: Our consultants also expressed concerns about converting an entire dialysis center to Triferic, which would mean that all patients in that center would receive Triferic, and thus, supplemental iron. While the majority of dialysis patients do require supplemental iron, our consultants indicated that up to 15% may not need iron and/or have signs of iron overload. Despite Triferic’s purported ability to only supply iron as needed, these consultants expressed reluctance to use the drug in all of their patients. Our AlphaWise survey found that 40% of physicians felt 5 Rockwell Medical Inc | August 13, 2015 comfortable converting all patients to Triferic, with 60% uncomfortable or unsure about widespread adoption. Pilot studies likely to delay launch: Our physician consultants indicated that all the large chain dialysis centers and many of the smaller centers considering switching to Triferic would conduct extensive “pilot studies,” in which a few centers try the drug in order to measure safety, financial impact, and adjust existing protocols. Given the infection concerns about using Triferic in bulk vats and the safety issues surrounding changing anemia management protocols, our consultants had very high levels of conviction that these pilot studies would be needed, and were likely to last at least 12 to 18 months. Our AlphaWise survey found that 76% of respondents felt that pilot studies should be conducted ahead of Triferic adoption, and 70% stated that conversion would require existing EPO and iron protocols. Other anemia drugs like Affymax's Hematide had pilot testing for over a year to determine feasibility and safety. Because this drug failed the pilots and was eventually withdrawn from the market, the large chain providers have become incrementally more cautious. The smaller dialysis chains may require less testing, but these units comprise less than a third of the market, and many of these centers may also want to conduct pilots prior to switching the entire unit to Triferic. Pilot studies would also allow adjustment of the existing anemia management protocols from the usage of Triferic. Based on Rockwell management comments on the recent earnings call about planned 4-week pilot studies, we believe the company may have convinced some of the smaller providers to conduct short-term studies. These providers are unlikely to generate meaningful demand for Triferic. In our opinion, the lack of meaningful, longterm pilot studies suggests that none of the large chain dialysis providers will be early adopters. Without these providers, the Triferic launch is likely to disappoint expectations. EPO sparing, Triferic's main value proposition, not in the label, and data questionable: Triferic was approved, but the label neglected to mention “EPO sparing.” Triferic’s main financial value proposition was that the drug would allow the dialysis centers to use less EPO, a costly drug that boosts red blood cells. However, the pivotal study results (PRIME) regarding EPO usage were driven primarily by the control arm, which did not get routine iron supplementation according to real world practice, and thus, had a 40% increase in EPO usage from baseline. The Triferic arm also had an increase in EPO usage, albeit less than the control group. The FDA advisory panel debated these issues, and the agency did not grant Triferic EPO sparing in the label. Testing the financial feasibility of converting to Triferic is an additional reason that the dialysis units would likely want to pilot test the drug before widespread conversion, especially given the cost-sensitive environment. Our AlphaWise survey found that 64% of respondents were neutral or disagreed that Triferic had an EPO sparing benefit. Net pricing may be pressured without EPO sparing: Rockwell indicated that they would strategically price Triferic to capture some of the value savings from decreased EPO and intravenous iron usage, while still providing a financial incentive for the providers. We quantify the potential savings in this report, but as we note above, the FDA did not include EPO sparing in the label, and we think the EPO sparing data are flawed given the design of the trial. Without reliable data showing EPO sparing, we think the dialysis providers will have little reason to switch to Triferic, especially since the drug is not supplied or tested for use in centralized vat dispensaries. Notably, Rockwell has not been transparent about either the wholesale acquisition cost (WAC) of Triferic, or the anticipated gross to net. This indicates to us that significant discounting will be necessary to achieve any market penetration. In our opinion, to gain early adoption, net Triferic pricing may have to approach the level of traditional diasylate concentrates to offset the increased labor cost and risk of infection when individually supplied Triferic is used in centralized systems. 6 Rockwell Medical Inc | August 13, 2015 Valuation Exhibit 2: Rockwell Sum-of-the-Parts Analysis So u rce: Co mp an y data, Mo rgan Stan ley Research Our Target Price for RMTI stock is $7, which represents a ~50% discount to current RMTI levels. We use a risk-adjusted sum of the parts valuation to determine RMTI's value, with a discount rate of 12%. Rockwell's primary assets include two FDA approved drugs (Triferic and Calcitriol) and its core hemodialysis concentrates business. As there is no known clinical development ongoing, this discount rate reflects Rockwell's overall company risk. We attribute $3 per share to Triferic sales as an iron replacement to chronic kidney disease (CKD) patients undergoing dialysis. We expect Triferic to launch in 3Q15, following FDA approval obtained in January 2015, and model peak sales of $190mn, assuming exclusivity until 2029. We attribute $2 per share to generic calcitriol, Rockwell's generic IV vitamin D. We expect launch in 3Q15, following final FDA approval obtained in June 2014, and model peak sales $75mn in 2030. We attribute approximately $1 per share to Rockwell's core hemodialysis concentrates business, which the company partnered with Baxter in November 2014. Valuation Methodology: We use a risk-adjusted sum-of-the-parts methodology to value Rockwell Medical, examining the clinical, regulatory, and commercial risks and opportunities for each individual indication and region, and assigned a probability of success to account for the likelihood of achieving those revenues/expenses. Discount Rate: We use a discount rate of 12% for RMTI, in-line with the company's historical WACC, which has 7 Rockwell Medical Inc | August 13, 2015 ranged from 9% to over 18% since 2012. Terminal Growth Rate: Our model forecasts the revenues and expenses for each opportunity to 2030. We apply a 2.5x multiple to the 2030 cash flows to account for the terminal value of each asset. Residual Cash: At the end of the 2Q15, RMTI had ~$77mn of cash and short term investments, with approximately 50mn shares outstanding. This represents ~$1.50 per share in current net cash. However, we calculate the company's residual cash by taking our year-end 2015 forecasted cash balance and subtracting the NPV of anticipated operating cash flows and capital expenditures through profitability. For RMTI, our year-end 2015 cash estimate is ~$76mn, with profitability possible in 2016. Therefore, we assign ~$1 per share to residual cash. Financing: We do not anticipate that Rockwell will need to raise additional equity funds. Alternative Valuation Technique: Multiple Analysis: While we view Exhibit 3: RMTI Multiple our Sum-of-the-Parts (SOP) methodology as the most precise and Analysis useful technique to assess fundamental value for development stage SOP EPS CAGR Implied Implied Discount biotechnology companies, we tested our valuation using a multiple PEG Valuation (2021 - 2030) P/E Rate $7 13.6% 1.2 16.4 11.3% applied to our forecasted P&L. Our P&L forecasts a 13.6% CAGR for RMTI from 2018 through 2025, after the company is profitable. We use So u rce: Mo rgan Stan ley Research a PEG of 1.2, which is in-line with similar companies, suggesting an appropriate P/E multiple of 16.4x our 2018 EPS estimate of $0.55. Our $7 price target represents a discount rate of 11.3% to this 2018 multiple. 11% is an appropriate rate for a commercial stage company like Rockwell. MS Revenue Estimates vs. Consensus Exhibit 4: RMTI MSe vs. Consensus ($ mm) RMTI MSe Cons % Diff 2015E 55 65 -15% 2016E 89 132 -32% 2017E 120 148 -19% 2018E 143 184 -22% So u rce: Co mp an y data, Mo rgan Stan ley Research , B lo o mb erg Estimates 8 Rockwell Medical Inc | August 13, 2015 MS Rockwell Risk Analysis Exhibit 5: RMTI Risk Analysis So u rce: Co mp an y data, Mo rgan Stan ley Research 9 Rockwell Medical Inc | August 13, 2015 MS Rockwell Risk Profile Exhibit 6: Rockwell Risk Profile Overview: Rockwelll Medical is an Early Commercial Biotech company, with two approved drugs. Since these drugs are approved and the clinical programs concluded, we address the key commercial levers for Triferic and Calcitriol in our assessment of risk. Commercial Drivers of Demand Triferic: We think the most significant commercial risks for Triferic are related to Provider Adoption and Pricing Power, which we rate as High. The Providers are the dialysis chains, which are paid a bundled amount for each patient. This amount includes all the dialysis related supplies and services, as well as injectable drugs, or their oral equivalent. This prospective payment system makes the dialysis arena very costSo u rce: Co mp an y data, Mo rgan Stan ley sensitive. As discussed elsewhere in this report, we do not believe that Research the Triferic data demonstrating EPO sparing was compelling, as the trials were conducted under conditions that did not provide enough iron to the control group, driving up the EPO usage to prevent anemia. Based on our diligence, we have a high level of conviction that the Providers will want to retest the feasibility of using Triferic under real world conditions. We also think that the lack of compelling data showing EPO sparing will make premium pricing difficult, an analysis done elsewhere in this report. In the dialysis arena, the patients and the payors play very little role in the choice of drugs used during the dialysis sessions. Similarly, we do not see Competition as a major factor, although there are several well-entrenched intravenous irons like Venofer and Ferrlecit. Generic Calcitriol: As noted above, the bundle makes the dialysis arena very cost-sensitive. External consultants indicated that the injectable vitamin D products are chosen exclusively on the basis of cost. In this situation, we view Pricing Power and Competition as the riskiest drivers of demand. As with Triferic, patients and the payors play little part in the choice of drug. Since the Providers view the different products as interchangeable and are likely to choose the least expensive product, we see Medium risk from their role in this decision. 10 Rockwell Medical Inc | August 13, 2015 Lessons Learned from Dialysis Site Visit Most modern dialysis centers have elaborate, integrated central dispensaries for the bicarbonate and acidic dialysate components, a change that occurred over the last decade. As noted in the pictures below from one of our site visits, this system is an extensive, integrated part of the dialysis center infrastructure, and the centers have routine protocols for cleaning and disinfecting the tanks and delivery apparatus, many of which are regulated by state authorities. We believe Rockwell is likely to find this change to a central system will hamper individually supplied Triferic uptake, especially since bulk usage of Triferic would provide iron to all patients in a center, not common practice. Dialysis Centers are unlikely to switch back to jugs, given the cost savings and elaborate investments made in these ubiquitous centralized systems. Exhibit 7: Bicarbonate Jugs No Longer Standard Equipment in Dialysis Units So u rce: Mo rgan Stan ley Research site visit Dialysis centers use two solutions in the dialysis process, one is basic (bicarbonate) and the other is acidic. Triferic is supplied in an ampule that contains 27.2 mg of iron per 5 cc, in packages (pouches) containing 5 ampules. The drug is mixed with 2.5 gallons of the bicarbonate dialysate solution to a final concentration of 2 mcg/L, and was provided to patients in the clinical trials using a jug that dispensed the solution individually. The times are changing: Over the last decade, after Rockwell began the Triferic clinical development program, the majority of dialysis centers switched to centralized distribution using large vats of bicarbonate that are mixed daily and then piped to the different dialysis machines. This centralized process saves time, money and also requires less manpower. One producer of vats also cites less back injuries from having to carry the heavy jugs. The vats are 70-100 gallons in size. At the recent American Society of Nephrology Meeting (ASN), Fresenius indicated that only about 10 of 2,100 (0.5%) centers still used individual jugs, a trend that seems to be pervasive in the industry. It is possible that Triferic could be bulk mixed in a vat by using multiple vials, although this was not tested clinically in the pivotal program, and is not endorsed by the FDA on the label. Even if the company had adapted to this shift, it would have been hard for Rockwell to design trials using bulk Triferic in 11 Rockwell Medical Inc | August 13, 2015 vats, given it would Exhibit 8: that Nurse mixinghave 100required entire dialysis centers be converted to Triferic, with all patients in that center getting supplemental iron. gallon bicarbonate vat using semi-sterile technique Infections can pose a serious problem for centralized vats: One of the major problems with vats and centralized usage has been infection rates, which necessitate shutting down the vat and cleaning it thoroughly. The infection rates, according to external physician consultants, can vary tremendously between facilities for reasons that are not completely understood. Nonetheless, centers try to avoid infections in the centralized vat system, which can pose safety problems and strain resources. Any infection increase could meaningfully offset much of the purported financial benefits with Triferic. Iron is a substrate for bacterial growth: Bacteria that utilize iron for food are called siderophilic bacteria, and consist of e. coli, vibrio vulnificus, listeria monocytogenes, Yersinia enteroccolica, salmonella enterica, and klebsiella pneumobiae. Iron acquisition is also required for staph aureus colonization and pathogenesis. Therefore, a number of external consultants expressed concerns that providing iron via Triferic in a centralized dispensary could increase infection rates in a process that already is prone for infection, and that this could eliminate any potential cost savings from using Triferic. Pilot studies may be conducted to test infection rates with bulk mixing: Because the Triferic studies were conducted in individual jugs, external physicians indicated that their respective dialysis centers would likely have concerns about increasing infection rates with bulk usage. So u rce: Mo rgan Stan ley Research site visit These physicians believed that 12-18 month pilot studies would likely be conducted prior to widespread adoption, especially in the large dialysis chains, who are very conservative about adopting new products. Bulk vat usage requires that entire dialysis population receive iron: Several external consultants expressed concerns about converting an entire dialysis center to Triferic given that some patients require very little or no iron. These physicians indicated that pilot studies would likely be conducted to test Triferic’s ability to only supply iron as needed and insure that Triferic does not cause iron overload in these patients. It is possible that some patients could be treated without Triferic by using jugs, although it would add additional complexities to the process and detract from Triferic’s overall value proposition. 12 Rockwell Medical Inc | August 13, 2015 Exhibit 9: Embedded Bicarbonate Holding Tank and Associated Plumbing So u rce: Mo rgan Stan ley Research site visit Exhibit 10: Bulk Bicarbonate Bag Provides Convenience and Cost Savings So u rce: Mo rgan Stan ley Research site visit 13 Rockwell Medical Inc | August 13, 2015 Insights from Our AlphaWise Survey We conducted a survey in July 2015 of 50 US nephrologists who treat on average 238 CKD patients and 121 dialysis patients per month. 76% of these physicians primarily practice in a community setting and the remaining 24% in an academic-based setting. Exhibit 11: Physician Background Please give your best estimate of how many chronic kidney disease (non-dialysis) patients and how many dialysis patients you see per month on average. Mean # of CKD (non-dialysis) patients/ month Mean # of dialysis patients/ month 238 121 Which category best describes your primary practice setting? Community practice (solo or group practice) Academically-based practice (i.e., employed by academic institution and/or teaching hospital) Which of the following dialysis center do you have affiliation with? 76% 24% DaVita Fresenius DCI Small Dialysis Organization Independent Hospital-Based None 62% 66% 8% 14% 10% 30% 0% So u rce: Mo rgan Stan ley Research , Alp h aW ise Results from our survey are detailed below: 1. Over 75% of physicians agree there should be pilot studies performed ahead of widespread Triferic usage, yet 96% deny knowledge or are unaware of any planned or ongoing studies in their clinic. Additionally, almost 20% of physicians have never heard of Triferic before. The low awareness and lack of pilot studies suggest Triferic is unlikely to experience meaningful usage in dialysis at launch. 14 Rockwell Medical Inc | August 13, 2015 Exhibit 12: Triferic awareness & requirement for pilot studies Please indicate your experience with the following products. Triferic (ferric pyrophosphate citrate) Never heard of Aware Prescribed in the past but no longer Currently prescribe 18% 66% 6% 10% Please indicate your level of agreement with the statement: "I think that pilot studies should be performed ahead of widespread Triferic usage." Strongly agree Somewhat agree Neutral Somewhat disagree Strongly disagree 36% 40% 10% 12% 2% Are you aware of Triferic pilot studies that are planned or are ongoing for your clinic? Yes No Don't know 4% 84% 12% How likely would your dialysis center be to perform pilot studies prior to widespread adoption of an anemia drug like Triferic? Very unlikely Somewhat unlikely Maybe Somewhat likely Very likely 4% 22% 38% 24% 12% So u rce: Mo rgan Stan ley Research , Alp h aW ise 2. Over 60% of physicians question or are neutral that the data for Triferic conclusively demonstrates an EPO sparing benefit. Given dialysis centers are highly cost-sensitive, EPO sparing is one of Triferic's main value proposition. This benefit however is not reflected in the label nor as our survey suggests, appreciated by physicians. Almost 60% are also unsure that the dialysis providers would see the data as conclusive. 15 Rockwell Medical Inc | August 13, 2015 Exhibit 13: Triferic EPO sparing benefit I believe that the data for Triferic conclusively demonstrates an EPO sparing benefit Strongly agree Somewhat agree Neutral Somewhat disagree Strongly disagree 12% 24% 34% 24% 6% I believe that the dialysis centers would accept these data as conclusive of an economic benefit to using Triferic Strongly agree Somewhat agree Neutral Somewhat disagree Strongly disagree 12% 30% 30% 22% 6% So u rce: Mo rgan Stan ley Research , Alp h aW ise 3. 70% of physicians believe that converting all patients to Triferic during dialysis would require changing the existing iron and EPO protocols. 40% of these physicians indicated they expect the changes to be extensive, and 0% saw no changes to existing protocols. This dynamic makes us believe dialysis centers are unlikely to use Triferic without first conducting extensive pilot studies, likely longer than the 4 weeks highlighted by management on the call. Exhibit 14: Triferic changes to EPO protocol If you converted all your patients to Triferic during dialysis, do you think it would require changing the existing iron and epo protocols? Yes 70% No 20% Don't know 10% How much adjustment to existing anemia management protocols would you foresee? Base Respondents (n=35): Physicians that believe it would require changing the existing iron and epo protocols Extensive Minimal None 40% 60% 0% So u rce: Mo rgan Stan ley Research , Alp h aW ise 4. 68% of physicians are not comfortable or unsure with converting all their patients in any given dialysis unit to Triferic. If Triferic were to be incorporated into the centralized vats , every patient in the dialysis center would receive the drug. Our diligence suggests that up to 15% of patients may not need iron or have signs of iron overload, potentially contributing to physicians' reluctance to convert all patients to Triferic. 16 Rockwell Medical Inc | August 13, 2015 Exhibit 15: Triferic conversion Triferic has the purported ability to only supply iron as needed without a risk of iron overload. Would you feel comfortable converting ALL your patients in any given dialysis unit to Triferic, which would give them iron at each dialysis session? Yes No Don't know 40% 32% 28% So u rce: Mo rgan Stan ley Research , Alp h aW ise 5. Our survey indicated over 75% of their dialysis patients receive dialysate via a centralized vat. Triferic is supplied in vials designed for individual use. Thus, Triferic usage in centralized vats is likely cumbersome and potentially increases the risk of infection. Only 14% of physicians indicated no concern with infections in the centralized vat system with about a third having experience with infections in the dispensing system. Exhibit 16: Centralized vat usage and concerns What percentage of your patients receive dialysis dialysate via an individual machinebased jug versus a centralized vat? MEAN % Jug - MEAN % 24% Centralized Vat - MEAN % 76% Please indicate how concerning is potential infection with a Centralized Vat system to your center and your center’s experience with infections Not at all a concern 1 2 3 4 Very concerning 5 14% 36% 16% 20% 14% How common are infections with the centralized vat distribution system in your center? No infections with centralized vat system 1 2 3 4 Many infection cases with centralized vat system 5 62% 18% 10% 10% 0% So u rce: Mo rgan Stan ley Research , Alp h aW ise 17 Rockwell Medical Inc | August 13, 2015 Upcoming Catalyst Exhibit 17: RMTI Catalysts Timeline So u rce: Co mp an y data, Mo rgan Stan ley Research Exhibit 18: RMTI Catalyst Calendar So u rce: Co mp an y data, Mo rgan Stan ley Research 18 Rockwell Medical Inc | August 13, 2015 Triferic's EPO Sparing May Not be a Strong Value Proposition One of the purported value propositions for Triferic is the ability to decrease both intravenous iron and EPO usage. Management has indicated that Triferic will be priced based on this cost savings, and that the bundled payment system will drive dialysis centers to use Triferic to improve margins. Therefore, this is a very important commercial factor that could shape the rate of conversion and uptake of Triferic. The Triferic FDA label highlights that “Triferic is indicated for the replacement of iron to maintain hemoglobin in adult patients with hemodialysis-dependent chronic kidney disease (HDD-CKD).” Notably, any data suggesting EPO sparing is absent, and the PRIME Study (discussed below) is not included in the label. We believe this omission will make it difficult for Rockwell to market ESA sparing to providers, and is likely to impact the price that the company can charge for the drug. Exhibit 19: Triferic Label So u rce: Co mp an y data, Mo rgan Stan ley Research Triferic Advisory Committee not supportive of ESA-sparing benefit: On November 6, 2014, an FDA Advisory Committee (ODAC) voted 8 to 3 to endorse Triferic for the treatment of iron loss. Much of the discussion at the meeting focused on the company’s PRIME Study, which was intended to demonstrate that Triferic usage could decrease ESA and additional intravenous iron usage. The panel denounced the integrity of the data from this trial and provided feedback to the agency about future trial design to document this claim. 19 Rockwell Medical Inc | August 13, 2015 Triferic's Pricing Power Triferic was approved in January 2015, but the company has not disclosed pricing. As with many drugs in the dialysis arena, we expect the retail price to be heavily discounted based on volume. Triferic will be a direct cost to the dialysis providers, not being reimbursed outside the bundle. As such, the main financial incentive to use Triferic requires cost savings elsewhere. In the following section we analyze the potential pricing for Triferic by dialysis provider using data available from the clinical trial program, as well as from the USRDS database. Triferic Pricing: Triferic is unique relative to the other intraveneous iron products used in dialysis, Venofer, Ferrlecit and iron dextran, as it provides about 50% of the annual iron needs of dialysis patients. Therefore, dialysis patients using Triferic will still require intravenous iron supplementation periodically. Aside from the potential physiological benefits of using Triferic, the main value driver is the ability to use less ESA products and less intravenous iron to maintain hemoglobin levels. We used these dynamics to assess potential Triferic pricing, taking into account the costs of the current irons, despite it being a different product with different value propositions. We do note, however, that we do not find the EPO-sparing benefit convincing, based on the data supplied by the company. The control arm was not given adequate iron in accordance with standard practice in the U.S., and this deprivation drove up the EPO usage. This sentiment was expressed at the FDA advisory panel meeting, and resulted in Triferic not receiving a label endorsing EPO sparing, or including the PRIME Trial data, which the FDA found flawed. Our Alphawise survey respondents echoed this skepticism, with over 60% not finding it conclusive. We have a high level of conviction, any of the major dialysis providers will want to test the feasibility of this EPO sparing hypothesis under their real world conditions and protocols, as supported by external consultants and our Alphawise survey. 20 Rockwell Medical Inc | August 13, 2015 Exhibit 20: IV Iron Pricing ASP (per gram) IV Iron Pricing ASP (Per Gram) $900.00 $800.00 $700.00 $600.00 $500.00 Feraheme Venofer Iron Dextran Ferrlecit $400.00 $300.00 $200.00 $100.00 Jan-05 Jun-05 Nov-05 Apr-06 Sep-06 Feb-07 Jul-07 Dec-07 May-08 Oct-08 Mar-09 Aug-09 Jan-10 Jun-10 Nov-10 Apr-11 Sep-11 Feb-12 Jul-12 Dec-12 May-13 Oct-13 Mar-14 Aug-14 Jan-15 Jun-15 $0.00 So u rce: CMS, Mo rgan Stan ley Research Iron-Sparing Incentive: The current irons, with the exception of AMAG’s Feraheme which is used primarily outside dialysis (and the bundle), cost about $1,000 per year, given the data from the USRDS on utilization rates and CMS on the Average Selling Price (ASP). The ASP has trended downward since the bundle was implemented. Since Triferic has the ability to replace about 50% of the iron usage, this equates to about a $500 savings in iron annually. Fresenius would not have this benefit because they would lose revenues from Venofer. EPO-Sparing Incentive: EPO Usage has been trending downward, driven by both safety concerns and the change from ASP+6% reimbursement to the bundle as noted in the following table. The usage is highly variable among different providers, especially prior to the bundle, where the larger dialysis chains had lower pricing from quantity discounts, at the expense of the smaller providers, who paid prices exceeding the ASP. We quantified the potential savings from less EPO usage, and factored this into our pricing assumptions. Exhibit 21: Annual EPO Usage/Patients (units) So u rce: Co mp an y data, Mo rgan Stan ley Research We utilized data from the PRIME Study, the USRDS database on utilization rates, and CMS Pricing file to quantify the potential savings from using less iron and EPO agents: 21 Rockwell Medical Inc | August 13, 2015 Exhibit 22: Potential Savings from Decreased Iron and EPO Usage So u rce: Co mp an y data, Mo rgan Stan ley Research , U SRDS We chose a baseline cost for Triferic of $1,000 annually, which would be slightly higher than the current irons, and which would provide about 40% of the potential savings to the providers, with the exception of Fresenius, who would lose Venofer revenues. 22 Rockwell Medical Inc | August 13, 2015 Triferic Market Penetration / Ramp Unlike consensus, we believe the Triferic ramp will be more prolonged because of the high likelihood for pilot programs ahead of widespread adoption, although our diligence and Alphawise survey suggests that these pilots have not started to any meaningful extent in the marketplace. We also model Triferic sales by provider, as each provider has had different iron and EPO usage patterns historically. These differences in usage patterns are well-documented in the USRDS database. We model minimal penetration (10% peak) into Fresenius, given the chain's vested interest in Venofer and the fact that Rockwell's core dialysate business is a direct competitor. Fresenius also has the least financial incentive per patient to switch given the lost Venofer revenues. Management anticipates that Fresenius will be a consumer of Triferic, and we will adjust our numbers and valuation accordingly should this materialize. However, we anticipate any large dialysis chain adoption would likely require sizable pilot programs prior to adoption, which our external consultants and AlphaWise survey suggest have not started. Exhibit 23: Triferic Penetration Rates by Provider Fresenius Davita DCI Small Dialysis Org (SDO) Independent Hospital-Based 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 0% 1% 2% 2% 2% 2% 3% 4% 5% 7% 7% 6% 5% 6% 7% 10% 11% 10% 6% 9% 11% 13% 14% 13% 7% 12% 15% 16% 16% 15% 8% 16% 18% 20% 22% 17% 9% 20% 22% 25% 27% 22% 10% 23% 27% 30% 30% 25% 10% 25% 30% 32% 33% 30% 10% 27% 33% 36% 36% 35% 10% 28% 35% 37% 38% 35% 10% 28% 35% 37% 38% 35% 10% 28% 35% 37% 38% 35% 10% 28% 35% 37% 38% 35% 10% 28% 35% 37% 38% 35% 1% 1% 1% 1% 1% 1% So u rce: Mo rgan Stan ley Research We model greater Triferic penetration (28% peak) into Davita, as the company is a current Rockwell customer, accounting for 49% of their revenue in 2014. We expect Davita would also require a large pilot program prior to widespread adoption. We model greater uptake among the independent, hospital-based, and small dialysis organizations, as we believe Rockwell may be able to more easily penetrate these smaller centers, who may not require lengthy pilot programs. Exhibit 24: Triferic Revenue by Provider $200,000,000 $180,000,000 $160,000,000 $140,000,000 $120,000,000 $100,000,000 $80,000,000 $60,000,000 $40,000,000 Hospital-Based Independent Small Dialysis Organizations (SDOs) DCI Davita Fresenius $20,000,000 $0 So u rce: Mo rgan Stan ley Research 23 Rockwell Medical Inc | August 13, 2015 Triferic Phase 3 Clinical Program Overview: Rockwell’s clinical development program consisted of two identical pivotal Phase 3 trials: CRUISE-1 and CRUISE-2, a single-arm extension trial for patients that were moved out of the CRUISE trials, the PRIME study, and a long-term crossover trial SFP-6. SFP-6 was a double-blinded trial that allowed patients to crossover from the placebo arm to the Triferic (SFP) arm and vice versa. CRUISE-1 and CRUISE-2 were completed in 2013 and data from the two trials have been primarily presented in posters at various medical meetings. An investor call was also held to discuss the CRUISE-1 top-line trial results in July 2013. Additionally, the long-term extension data was completed in January 2014 and has been presented in an aggregate poster at the National Kidney Foundation 2014 meeting. We highlight data from the CRUISE-1, CRUISE-2, and PRIME studies in the sections below. Overview: PRIME was a Phase III, double-blinded, 36-week study conducted in 103 iron replete dialysis patients who were randomized 1:1 to receive Triferic or regular dialysate. Patients in both arms were allowed to have ESA dose titrations by a blinded anemia management group, and IV iron could be provided per protocol specified criteria (serum ferritin <200 ug/L) if patients developed absolute iron deficiency. The primary endpoint of the trial was the percent change in prescribed ESA dose between the treatment groups, with secondary endpoints measuring IV iron requirements, ferritin levels, reticulocyte hemoglobin content (CHRr) and safety. Contrary to the CRUISE-1 and CRUISE-2 studies, in which ESA dose changes and additional intravenous iron were restricted, the PRIME study more closely reflected anticipated “real world” usage, although the study protocol required more ESA usage than the baseline protocols in both the Triferic arm and the Placebo arm. We view this trial as important commercially, as one of the main drivers of Triferic uptake in the cost-sensitive dialysis arena is the potential ESA-sparing nature of the drug. Efficacy: In the PRIME Study, Triferic reduced the necessary ESA dose 35% (relative to the Placebo arm) required to maintain hemoglobin at baseline. The fact that the ESA sparing effect is relative to the Placebo arm is an extremely important factor to consider when assessing the financial value proposition for Triferic, as discussed below. Additionally, the trial found that Triferic reduced ESA usage 74% in hyporesponsive patients, again, relative to Placebo. This group of patients requires much higher doses of ESA than regular dialysis patients, which may be a significant value proposition for Triferic, both economically and physiologically if it is maintained in the real world. The PRIME Study also found a 48% reduction in IV iron requirements with Triferic. The fact that the 35% relative decrease in ESA usage was driven primarily by a 40% increase in ESA usage by the Placebo group (and that the Triferic arm also had a 5% increase instead of a decrease), suggests that the study protocol was less efficient than the baseline protocols utilized by the patients prior to entering the trial. Management indicated that this was primarily because the intravenous iron was only allowed when Ferritin levels dropped, rather than given prophylactically, as maintenance therapy, which is the standard of care. Nonetheless, it is likely that the dialysis providers will want to test this ESA-sparing hypothesis using real world protocols for both ESAs and intravenous iron prior to widespread adoption. Additional results: Additional results were posted on the clinicaltrials.gov website in February 2014. The following table shows that the control arm had their baseline ESA dose adjusted upwards 39.8% +/-12.18% to maintain the target hemoglobin range versus the Triferic arm, which also had the baseline ESA dose adjusted upwards 4.9% +/-12.07%. Therefore, the patients had their anemia more efficiently managed prior to entering the trial. 24 Rockwell Medical Inc | August 13, 2015 Exhibit 25: ESA Changes from Baseline So u rce: Co mp an y data, Mo rgan Stan ley Research Safety: Safety data was also obtained through clinicaltrials.gov. The serious adverse event profile does not contain any significant signals for Triferic, though one of the potential concerns with Triferic could be the impact of the drug on calcium levels, and thus, on cardiac conduction and contractility. Bradycardia is listed as occurring 5 times as often with Triferic (15 events) as with placebo (3 events). This may be clinically insignificant bradycardia, especially since it was not listed in the serious adverse events. No further granularity was provided about the level of bradycardia that occurred in the trial. Exhibit 26: Adverse Events So u rce: Co mp an y data, Mo rgan Stan ley Research CRUISE-1 and CRUISE-2 Overview: CRUISE-1 and CRUISE-2 were single-blind, placebo controlled, parallel group Phase 3 studies evaluating Triferic vs. standard dialysate in ~600 iron replete dialysis patients over a course of up to 48 weeks. Patients, who (1) required a change in anemia management (see definition in table below) or (2) completed the 48 weeks, could enter a single arm, open label extension phase that allowed ESA titration and additional intravenous iron administration. Note that in the initial phase of the trial placebo patients were given their stable dose of ESA, but no supplemental iron. Dialysis patients require between 2 -5 grams annually of supplemental iron to replace the iron that is lost from the dialysis procedure and to fuel the ESA driven red blood cell production. Standard of care for dialysis patients recommends maintaining iron repletion. Thus, it is understandable that most patients finished less than half of the randomized phase of the trial. As a note, the study protocol was changed from a double-blinded design to single-blinded design between 10/2011 and 02/2012, according to the clinicaltrials.gov registry. With the single-blinded design, investigators were not blinded to the treatment given to the patients, but the patients were not aware of whether they received Triferic or placebo. 25 Rockwell Medical Inc | August 13, 2015 Exhibit 27: CRUISE-1 and CRUISE-2 Trial Design So u rce: Co mp an y data, Mo rgan Stan ley Research , Clin icaltrials.go v 26 Rockwell Medical Inc | August 13, 2015 Exhibit 28: So u rce: Co mp an y data, Mo rgan Stan ley Research Efficacy: Both CRUISE-1 and CRUISE-2 met the primary endpoint with Triferic showing a statistically significant mean change from baseline Hgb to the end of treatment, which was defined as the last 1/6th of the randomized phase. Note that this definition is important, as a number of patients discontinued treatment with very few completing 48 weeks. The primary endpoint in these trials thus reflected varying degrees of treatment exposures, with less than 20% of patients in any arm completing the full 48 weeks. On the investor call for CRUISE-1, the company indicated that the average time patients remained in the randomized treatment phase was 23 weeks. Exhibit 29: CRUISE-1 and CRUISE-2 Primary Endpoint Primary Endpoint: Triferic Maintains Hgb The primary endpoint was mean change in Hgb from baseline to the end of treatment (last 1/6th of randomized phase - EoT), analyzed using ANCOVA with baseline Hgb as covariate. CRUISE-1 Triferic N= 148 10.96 Baseline Hgb g/dL +0.06 LS Mean Change from Baseline g/dL (SE) (0.12) CRUISE-2 Placebo N = 151 10.90 -0.30 (0.11) Triferic N= 142 10.96 -0.05 (0.11) Placebo N =144 10.93 -0.40 (0.11) Difference from Placebo LS Mean g/dL (SE) 0.36 (0.14) 0.36 (0.14) 95% CI P-value 0.08, 0.63 0.011 0.08, 0.63 0.011 So u rce: Co mp an y data, Mo rgan Stan ley Research 27 Rockwell Medical Inc | August 13, 2015 Exhibit 30: So u rce: Co mp an y data, Mo rgan Stan ley Research On ‘discontinuations’, in CRUISE-1 17.8% of patients completed 48 weeks of the trial in the Triferic arm vs. 17.6% in the placebo arm. Similarly, in CRUISE-2 19.0% Triferic vs. 15.0% placebo patients completed 48 weeks. Most of these “discontinuations” were related to anemia management adjustments, with 57% of placebo patients in both trials and 46% in the Triferic arms listed as having protocol changes (i.e. ESA changes and IV iron administration). Notably, less patients in the Triferic arms (2.3%) than the placebo arms (11.7%) were removed from the trial because of necessary iron changes, presumably ferritin levels dropping below 100 ug/liter, per the study protocol. This implies that Triferic is effective in reducing supplemental iron requirements, but not eliminating them completely. ESA changes were 44% in the Triferic arms and 46% in the placebo arms. It is likely that the Triferic patients required downward ESA adjustments because of the additional iron they received in the dialysate, but it is not clear whether the necessary ESA doses were up or down, as the protocol provided for both as reasons to move on to the extension phase. From a commercial perspective, we expect larger dialysis chains to require pilot programs before using the drug given the high discontinuation rates and frequent adjustments to the anemia management of the patients in the trials suggest that long-standing protocols in the dialysis units may have to be adjusted. Larger dialysis chains are generally very cautious when adopting a drug that could have widespread implications. We note this as an important factor to consider when modeling Triferic’s uptake curves. Exhibit 31: Patient Disposition So u rce: Co mp an y data, Mo rgan Stan ley Research Safety: In contrast to what has been seen with other intravenous irons, safety data in the posters suggest that Triferic is not associated with an increase in anaphylaxis or hypotension. Cardiovascular events appear balanced 28 Rockwell Medical Inc | August 13, 2015 in both arms and consistent with the background morbidities and mortalities in this high risk group. Stannous pyrophosphate has been associated with hypocalcemia in the medical literature, presumably from the binding of the phosphate molecule to the calcium. The presentations do not comment on the calcium levels in these trials, but earlier publications dismissed ferric pyrophosphate as problematic in terms of calcium homeostasis, citing the greater affinity of iron for pyrophosphate. Nonetheless, the regulatory reviewers are likely to pay attention to this dynamic and to the potential for cardiac conduction aberrances given the relationship of calcium to the contractility and conductivity of the heart. Exhibit 32: Adverse Events of Special Interest are Similar Between Triferic and Placebo Total Events Total Subjects IDH Composite CV Events Systemic/Serious Infections Other Thromboses Vascular Access Thromboses Suspected Hypersensitivity Reaction 314 21 25 22 12 1 Triferic n 292 62 20 22 18 10 1 % Events 21.2 6.8 7.5 6.2 3.4 0.3 283 27 24 21 6 0 Placebo n 296 57 18 23 16 5 0 % 19.3 6.1 7.8 5.4 1.7 0.0 So u rce: Co mp an y data, Mo rgan Stan ley Research 29 Rockwell Medical Inc | August 13, 2015 Triferic Primer Exhibit 33: Triferic So u rce: FDA Lab el, Co mp an y data, Mo rgan Stan ley Research Triferic is a complex iron salt (ferric pyrophosphate) that is added to the dialysate solution used during the hemodialysis procedure in patients with kidney failure. These patients require iron supplementation because they continuously lose iron during the dialysis procedures (3 times weekly) and because they are given ESA agents to stimulate red blood cell production; red blood cell production requires iron. Anemia is a significant problem in these patients because their kidneys are not able to produce internal ESA, which controls red blood cell production to account for the continuous loss and turnover. Triferic provides maintenance iron therapy directly to the patient by diffusing across the dialyzer membrane and binding to apotransferrin. Compared to traditional iron products, Triferic is purported to bypass the reticuloendothelial system, which has been associated with some of the safety issues experienced with intravenous iron usage. Additionally, Triferic does not have a carbohydrate shell like the other intravenous irons, which has been associated with many of the immunogenicity problems like hypersensitivities and anaphylaxis. The concept of providing maintenance iron to dialysis patients to replace the 5-7 mg they lose during each dialysis treatment is consistent with the evolving anemia management paradigms, as is complementary to the effort to lower usage of ESA agents for economic and safety reasons. Ensuring iron repletion has been shown to decrease the necessary ESA dosing to maintain adequate hemoglobin levels. This ESA-sparing ability is one of the main value propositions highlighted by Rockwell management, and is the primary strategy for penetrating the competitive, cost-sensitive dialysis arena. Exhibit 34: Triferic Inside Dialyzer Membrane So u rce: Co mp an y data, Mo rgan Stan ley Research 30 Rockwell Medical Inc | August 13, 2015 Calcitriol: Launching into a Competitive, Price Sensitive Market Rockwell's Calcitriol is an FDA-approved generic of AbbVie's Calcijex that the company acquired in July 2011 for an undisclosed amount. Rockwell is utilizing a contract manufacturer to produce calcitriol, and received final FDA approval for the manufacturing process in June 2014. Since this final approval, management has indicated they are waiting to launch calcitriol until they have built sufficient inventory to meet anticipated demand. Management guidance suggests the ability to attain $50mn of sales if 50% of existing dialysis concentrate customers purchase calcitriol, yielding gross margins of 60%-70% with minimal incremental sales and marketing expense. We model Rockwell's calcitriol launch in 3Q15 and sales of $3mn in 2015, growing to $24mn in 2016, and reaching $75mn by 2030. We think Rockwell's calcitriol may eventually gain more than 30% of the IV vitamin D market, though pricing pressure is likely to suppress the overall opportunity. Calcitriol Pricing: Rockwell’s Calcitriol will compete in the intravenous vitamin D market, currently dominated by AbbVie’s Zemplar and Sanofi’s Hectorol. Generic versions of Hectorol (doxercalciferol) and Zemplar (paricalcitol) were launched in 2014 by Sandoz and Hospira respectively, though sales of these generics remain limited as dialysis providers typically enter into multi-year supply contracts to secure stable supply and volume discounts. Generics account for just ~1% of IV vitamin D sales YTD, according to IMS Health. Prior to the bundle, limited competition and provider incentive to use more (and more expensive) injectable drugs created a dynamic of limited pricing pressure in the vitamin D market. An analysis of Medicare Part B Average Selling Price (ASP) data show significant pricing pressure for the IV vitamin D market, with the average price per microgram falling 55% since January 2005. Exhibit 35: IV Vitamin D ASP per Microgram So u rce: CMS, Mo rgan Stan ley Research Calcitriol’s efficacy provides an efficiency benefit over both Zemplar and Hectorol, with only 1-2 micrograms required per treatment vs. 2-4 micrograms of Hectorol or 4-6 micrograms of Zemplar. This should allow Rockwell to price calcitriol at a premium per microgram, while providing an incentive to providers to switch based on a lower annual cost per patient. We assume an average initial cost of $2.00 per microgram for Rockwell's calcitriol, a ~35% premium on a per microgram basis, which translates to a ~30% savings per annual 31 Rockwell Medical Inc | August 13, 2015 treatment cost. Exhibit 36: IV Vitamin D Pricing IV Vitamin D Pricing Drug Company Dosing Price per mcg Cost / Treatment Annual Patient Cost Zemplar Hectorol Calcitriol AbbVie Sanofi Rockwell 4-6 mcg 3x weekly 2-4 mcg 3x weekly 1-2 mcg 3x weekly $1.27 $1.49 $2.00 $6.35 $4.47 $3.00 $991 $697 $468 So u rce: CMS, Co mp an y data, Mo rgan Stan ley Research Pricing pressure is likely to persist with the introduction of additional generic competition. We assume modest near-term price erosion, with ASP falling 6% in 2015 and 7% in 2016, accelerating to mid-to-high teens in 2018, 2019, and 2020 before stabilizing at $0.70 per microgram in 2023. 32 Rockwell Medical Inc | August 13, 2015 Core Dialysate Business Partnered with Baxter The core of Rockwell's business has historically consisted of selling low-margin dialysis concentrates and dialysates. In October 2014, Rockwell entered into a marketing and distribution agreement with Baxter for the company's core business of hemodialysis concentrates and dialysates. Notably, the deal does not include Triferic or calcitriol, which we view as the major value drivers of RMTI shares. Under the terms of the deal, Baxter assumes exclusive marketing and distribution of Rockwell's core business. In exchange, Rockwell received a $20mn upfront payment, and Baxter assumed a $15mn equity stake in the company, purchasing shares at $11.39 (average closing price over the last 12 months), a slight premium at the time. Rockwell is also eligible for a $10mn milestone payment related to the expansion of its manufacturing capabilities to the west coast. Baxter will purchase products from Rockwell at a predetermined gross margin-based price per unit, with minimum annual purchase levels required to retain the exclusive rights. Baxter will leverage Rockwell's distribution infrastructure (trucking business and customer call center) during the first three years of the deal, and will reimburse Rockwell's costs for these services at a “slight premium”. Given the accounting, we expect near-term pressure on revenues, offset by gross margin improvements. Historically, gross margins for this business have fluctuated between 12% and 17%. Ultimately, given Baxter's presence in dialysis supplies and equipment (over $4bn in global renal revenues in 2014), we believe the company will likely be able to grow this business at a faster rate than Rockwell alone. We forecast total concentrate and dialysate revenue to Rockwell of $71mn by 2030 with steady-state margins of 20%. 33 Rockwell Medical Inc | August 13, 2015 Income Statement Exhibit 37: Rockwell Medical Income Statement Rockwell Medical, Inc. Income Statement Triferic Calcitriol Hemodialysis Concentrates Baxter Milestone Payment 2012A 2013A 2014A 1Q15A 49,842 - 52,380 - 53,681 507 13,391 493 2012A 2013A 2014A 1Q15A Quarter Estimates 2Q15A 3Q15E 12,456 500 1,098 1,111 10,371 500 Quarter Estimates 2Q15A 3Q15E 4Q15E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 3,293 3,293 10,682 500 4,391 4,404 44,511 1,993 20,022 24,282 42,941 2,000 35,990 37,376 44,873 2,000 49,618 45,101 46,668 2,000 63,049 46,070 66,486 2,000 82,540 45,967 69,145 2,000 104,614 46,478 71,565 2,000 123,966 49,125 74,070 2,000 138,759 54,984 76,663 2,000 155,950 59,496 79,346 1,499 166,280 63,535 82,123 - 4Q15E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 49,842 52,380 54,188 13,884 12,956 13,079 17,769 55,300 89,245 120,239 143,387 177,605 199,652 224,657 249,161 272,406 296,292 311,938 43,149 45,720 45,643 11,572 10,890 9,098 10,727 39,552 49,483 59,579 66,569 70,253 74,246 78,737 83,989 90,302 96,360 101,344 6,693 6,659 8,545 2,312 2,066 3,981 7,041 15,748 39,762 60,659 76,818 107,352 125,406 145,920 165,172 182,104 199,932 210,594 R&D Expense SG&A Expense Stock-based Compensation 48,272 12,684 7,302 39,382 14,336 7,712 7,784 18,321 10,095 800 5,326 3,293 885 800 4,000 800 4,500 3,285 17,661 9,280 6,007 20,194 9,087 7,918 26,350 11,199 9,924 30,789 12,316 11,349 33,688 13,475 14,857 35,874 14,350 17,784 41,669 16,667 19,835 46,885 18,754 20,814 51,293 20,517 23,393 56,792 22,717 24,942 60,386 24,154 Total Expenses Net Operating Profit (Loss) 60,956 53,718 (47,059) 26,104 (17,559) 6,125 (3,813) 20,946 (5,198) 26,201 13,561 34,268 26,391 40,713 36,105 45,037 62,315 50,731 74,675 59,453 86,467 66,719 98,453 72,106 109,998 80,185 119,747 85,328 125,266 98 1,822 (48,783) - 386 4,154 (21,327) 0% 114 (3,699) 0% 432 (4,766) 0% 400 13,961 0% 400 26,791 0% 400 36,505 5,476 15% 400 62,715 15,679 25% 400 75,075 26,276 35% 400 86,867 30,403 35% 400 98,853 34,598 35% 400 110,398 38,639 35% 400 120,147 42,052 35% 400 125,666 43,983 35% Net Revenue Cost of Goods Gross Profit (54,262) 242 1 (54,022) - Interest & Investment Income Interest Expense Earnings Before Taxes Income Taxes Tax Rate GAAP Net Income (Loss) (54,022) Basic Shares Outstanding Diluted Shares Outstanding EPS NON-GAAP (incl options) EPS GAAP 20,395,889 20,395,889 $ $ (2.65) $ (2.65) $ (48,783) $ 32,882,333 32,882,333 (21,327) $ 41,404,999 43,008,471 (1.48) $ (1.48) $ (0.52) $ (0.52) $ 3,836 1,702 (3,699) $ 49,667,434 56,199,995 2,413 2,599 4,721 (2,655) 118 4,800 (819) 100 5,300 1,741 100 (2,537) 0% (719) 0% 1,841 0% (2,537) $ 50,069,729 56,668,949 (0.07) $ (0.07) $ (719) $ 50,570,426 57,302,963 (0.05) $ (0.05) $ 1,841 $ 51,076,131 57,875,327 (0.01) $ (0.01) $ (4,766) $ 50,345,930 54,690,471 0.03 $ 0.03 $ 13,961 $ 51,313,329 55,334,916 (0.09) $ (0.09) $ 26,791 $ 51,991,546 55,972,917 0.25 $ 0.25 $ 31,030 $ 52,662,981 56,604,538 0.48 $ 0.48 $ 47,036 $ 53,327,701 57,229,843 0.55 $ 0.55 $ 48,799 $ 53,985,774 57,848,894 0.82 $ 0.82 $ 56,463 $ 54,637,266 58,461,756 0.84 $ 0.84 $ 64,254 $ 55,282,244 59,068,488 0.97 $ 0.97 $ 71,759 $ 55,920,772 59,669,153 1.09 $ 1.09 $ 78,096 56,552,914 60,263,812 1.20 $ 1.20 $ $ 81,683 57,178,735 60,852,524 1.30 $ 1.30 $ 1.34 1.34 So u rce: Co mp an y data, Mo rgan Stan ley Research 34 Rockwell Medical Inc | August 13, 2015 Balance Sheet Exhibit 38: Rockwell Medical Balance Sheet Rockwell Medical, Inc. Balance Sheet Assets Cash and Equivalents Investments Available for Sale Accounts Receivable, net Inventory Other Current Assets Total Current Assets Property, Plant, and Equipment, net Intangible Assets Goodwill Other Non-Current Assets 2011A 5,715 11,811 4,223 2,504 1,644 25,897 2,290 834 921 1,998 2012A 4,712 4,432 2,650 1,356 13,149 1,858 667 921 430 2013A 11,881 12,035 4,578 2,800 624 31,918 1,649 500 921 1,375 2014A 65,800 19,927 4,472 3,920 587 94,707 1,497 333 921 542 2015E 75,570 4,977 8,295 599 89,441 1,580 333 921 553 2016E 82,797 8,032 12,494 967 104,290 2,025 333 921 893 2017E 104,708 10,821 15,631 1,303 132,464 2,679 333 921 1,203 2018E 132,869 12,905 17,206 1,554 164,534 3,408 333 921 1,435 2019E 172,846 15,984 21,313 1,925 212,068 4,304 333 921 1,777 2020E 217,699 17,969 23,958 2,163 261,790 5,172 333 921 1,998 2021E 270,359 20,219 26,959 2,434 319,971 6,000 333 921 2,248 2022E 330,730 22,425 29,899 2,700 385,754 6,801 333 921 2,493 2023E 398,605 24,517 32,689 2,952 458,762 7,575 333 921 2,726 2024E 473,907 26,666 35,555 3,211 539,339 8,329 333 921 2,965 2025E 555,665 28,074 37,433 3,380 624,552 8,997 333 921 3,121 Total Assets 31,940 17,025 36,362 98,000 92,828 108,462 137,599 170,630 219,402 270,214 329,473 396,301 470,316 551,886 637,924 Liabilities & Stockholder's Equity Note Payable Capitalized Lease Obligation Capitalized Lease Obligations Accounts Payable Accrued Liabilities Customer Deposits Total Current Liabilities Capitalized Lease Obligations Deferred License Revenue Long-Term Debt Total Liabilities 6 5,365 8,225 96 13,692 2 13,695 2 14,834 12,016 135 26,987 26,987 2,308 8,686 6,648 208 17,850 17,917 35,767 5,295 4,326 184 9,804 19,493 29,297 4,608 3,471 188 8,267 17,499 25,766 5,764 4,342 303 10,409 15,499 25,908 7,539 5,679 408 13,626 13,499 27,125 8,957 6,747 487 16,190 11,499 27,690 9,908 7,463 603 17,974 9,499 27,474 11,161 8,407 678 20,246 7,499 27,745 13,080 9,853 762 23,695 5,499 29,194 14,678 11,057 846 26,581 3,499 30,080 15,863 11,949 924 28,737 1,499 30,237 17,641 13,288 1,005 31,934 31,934 18,772 14,141 1,059 33,971 33,971 Total Stocholders' Equity Total Stockholder's Equity and Liabilities 18,245 31,940 (9,962) 17,025 596 36,362 68,703 98,000 67,062 92,828 82,553 108,462 110,474 137,599 142,940 170,630 191,929 219,402 242,469 270,214 300,279 329,473 366,222 396,301 440,080 470,316 519,952 551,886 603,953 637,924 So u rce: Co mp an y data, Mo rgan Stan ley Research 35 Rockwell Medical Inc | August 13, 2015 Cash Flow Exhibit 39: Rockwell Medical Cash Flow Rockwell Medical, Inc. Cash Flow Operating Cash Flows Net Income (Loss) Depreciation and Amortization Non-Cash Stock Option Expense Loss on Disposal of Fixed Assets Loss on Sale of Investments Available for Sale Amortization of Debt Issuance Costs Non-Cash Interest Expense Change in Assets & Liabilities Accounts Receivable Inventory Other Assets Account Payable Other Liabilities Deferred Distribution Income Net Cash Used by Operating Activities 2011A (21,445) 1,176 4,378 29 85 4,994 284 433 (2,457) 1,705 5,029 (10,783) 2012A (54,022) 1,087 7,302 18 67 14,800 (209) (146) 1,856 9,469 3,830 (30,747) 2013A (48,783) 1,007 7,712 16 227 225 (11,070) (146) (150) 670 (6,147) (5,296) (50,665) 2014A 2015E (21,327) (4,766) 996 790 10,095 9,280 7 14 1 883 875 12,728 (7,578) 106 (505) (1,121) (4,375) (13) (12) (3,392) (686) (2,345) 19,493 (2,000) 4,258 (11,541) 2016E 13,961 682 9,087 13 - 2017E 26,791 865 11,199 11 - 2018E 31,030 1,083 12,316 13 - 2019E 47,036 1,348 13,475 12 - 2020E 48,799 1,654 14,350 12 - 2021E 56,463 2,010 16,667 2022E 64,254 2,347 18,754 2023E 71,759 2,668 20,517 2024E 78,096 2,989 22,717 2025E 81,683 3,272 24,154 (8,466) (3,055) (4,199) (368) 1,156 (6,487) (2,789) (3,137) (336) 1,775 (4,492) (2,083) (1,575) (251) 1,418 (8,605) (3,080) (4,106) (371) 951 (5,616) (1,984) (2,646) (239) 1,253 (5,603) (2,250) (3,001) (271) 1,919 (5,813) (2,205) (2,940) (266) 1,599 (5,948) (2,092) (2,789) (252) 1,185 (4,991) (2,150) (2,866) (259) 1,777 (2,324) (1,408) (1,877) (170) 1,131 (2,000) 6,190 (2,000) 21,181 (2,000) 27,633 (2,000) 39,790 (2,000) 44,848 (2,000) 52,871 (2,000) 60,789 (2,000) 68,478 (1,493) 76,095 82,632 Investing Cash Flows Capital Expenditures Sales of Investments Available for Sale Purchase of Investments Available for Sale Proceeds on Sales of Assets Purchase of Intangible Assets Net Cash Used in Investing Activities (421) 1,975 (2,000) 3 (145) (588) (508) 14,037 (2,013) 2 11,518 (654) (12,002) 7 (12,650) (685) 4,976 (13,100) (8,809) (699) 19,927 (1,127) - (1,519) - (1,811) - (2,244) - (2,522) - (2,838) (3,148) (3,441) (3,743) (3,941) 19,228 (1,127) (1,519) (1,811) (2,244) (2,522) (2,838) (3,148) (3,441) (3,743) (3,941) Financing Cash Flows Proceeds from Issuance of Common Shares / Warrants Proceeds from Issuance of Notes Payable Debt Issuance Costs Payments on Notes Payable and Capital Leases Net Cash Used in Financing Activities 4,841 (18) 4,823 18,231 (6) 18,225 51,596 20,000 (1,110) (2) 70,484 79,570 (21,100) 58,470 2,082 - 2,164 - 2,250 - 2,339 - 2,431 - 2,527 - 2,627 2,731 2,838 2,951 3,067 2,082 2,164 2,250 2,339 2,431 2,527 2,627 2,731 2,838 2,951 3,067 (6,548) 12,263 (1,004) 5,715 7,170 4,712 53,919 11,881 9,770 65,800 7,227 75,570 21,912 82,797 28,160 104,708 39,978 132,869 44,853 172,846 52,659 217,699 60,371 270,359 67,875 330,730 75,302 398,605 81,758 473,907 5,715 4,712 11,881 65,800 75,570 82,797 104,708 132,869 172,846 217,699 270,359 330,730 398,605 473,907 555,665 Increase (Decrease) in Cash & Cash Equivalents Cash & Cash Equivalents at Beginning of Period Cash & Cash Equivalents at End of Period So u rce: Co mp an y data, Mo rgan Stan ley Research 36 Rockwell Medical Inc | August 13, 2015 Disclosure Section The information and opinions in Morgan Stanley Research were prepared by Morgan Stanley & Co. 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Morgan Stanley Research, or any portion thereof may not be reprinted, sold or redistributed without the written consent of Morgan Stanley. 39 Rockwell Medical Inc | August 13, 2015 INDUSTRY COVERAGE: Biotechnology COMPANY (TICKER) RATING (AS OF) PRICE* (08/12/2015) U (08/13/2015) $13.74 E (01/05/2015) E (01/05/2015) O (03/26/2014) E (03/26/2014) O (08/14/2014) O (06/08/2015) O (12/29/2014) E (06/01/2015) E (01/05/2015) E (08/14/2014) E (01/13/2015) O (08/14/2014) O (08/14/2014) O (01/05/2015) U (08/14/2014) E (07/27/2015) E (08/14/2014) $191.01 $170.62 $316.73 $131.03 $51.78 $59.83 $116.25 $14.38 $9.29 $11.35 $42.38 $51.65 $49.72 $579.25 $14.35 $114.92 $137.64 Andrew S Berens Rockwell Medical Inc (RMTI.O) Harrison, Matthew Alexion Pharmaceuticals (ALXN.O) Amgen Inc. (AMGN.O) Biogen Inc (BIIB.O) Celgene Corp (CELG.O) Chimerix Inc (CMRX.O) Galapagos NV (GLPG.O) Gilead Sciences Inc. (GILD.O) ImmunoGen Inc. (IMGN.O) Infinity Pharmaceuticals Inc (INFI.O) Ironwood Pharmaceuticals, Inc. (IRWD.O) Juno Therapeutics Inc (JUNO.O) Ophthotech Corp (OPHT.O) Portola Pharmaceuticals Inc (PTLA.O) Regeneron Pharmaceuticals Inc. (REGN.O) Theravance Inc (THRX.O) Ultragenyx Pharmaceutical Inc (RARE.O) Vertex Pharmaceuticals (VRTX.O) Stock Ratings are subject to change. Please see latest research for each company. * Historical prices are not split adjusted. © 2015 Morgan Stanley 40