Merchant Banking – Life Sciences
TheIPIPInvestment
Investment Bank
The
Bank
Others Do Not . . . Creating Value Others Can Not
SeeingSeeing
ValueValue
Others
Do Not . . . Creating Value Others Can Not ™
MDB - Overview
•
Founded in 1997 by securities professionals with a “principal vs. agent
approach”. MDB more interested in participating in market cap expansion as
opposed to simply earning a fee.
•
MDB has conceived, founded and funded several start up companies that have
achieved market values in excess of $200MM .
•
Approach is to see value where others only see risk, then go about “unlocking”
that value through innovative thinking and hard work.
•
“Rifle Shot vs. Shotgun” approach….deeply understand the opportunities we are
backing and provide superior execution as a result of our credibility with
investors and industry peers.
•
Focus is on fundamental value investors vs. transaction oriented investors that
are all too common today
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MDB – Overview cont.
Equity Offerings
• Private Placements for private and public companies.
• Public Offerings: IPOs and secondary public offerings.
Advisory Services
• Strategic advice on joint ventures, recapitalizations, mergers, corporate restructurings,
spin-offs, exchange offers and leveraged buyouts.
• Divesting an entire company or a division.
• Acquiring businesses or new products.
• IP valuation and sale.
• Valuation analysis.
Merchant Banking/Private Equity
• Refinancing and restructuring.
• Recruiting management, directors and scientific advisors.
• Refining a business strategy to match a credible financing plan.
• Recruiting appropriate legal and accounting professionals.
• Developing and communicating a compelling vision of the company for investors.
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MDB – Overview cont.
Research
• Institutional equity research.
• IP based research through PatentVest.
• Institutional research road shows.
Capital Markets
• Active aftermarket support.
• Relationships with quality emerging growth investors.
• Experienced traders.
• Equity and fixed income sales & trading.
Offices
• Santa Monica, CA – Headquarters
• New York City
• San Francisco / Sacramento
• Austin, TX
• Managua (Nicaragua)
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BIOGRAPHIES
Christopher A. Marlett – CEO
• Co-founder of MDB Capital.
• Over 17 years experience in small company investment banking.
• Focuses on corporate finance and capital formation for growth-oriented companies.
• Experience includes all phases of corporate finance from the completion of initial
pubic offerings, secondary offerings, PIPEs and strategic consulting.
• MDB’s clients have included companies as varied as biotechnology, medical products,
entertainment and nutritional supplements.
Other Experience
• Managing Director with Laidlaw Equities, an investment firm focused on financing
small capitalization growth companies
• Director of several public companies
Education
• Bachelors of Science Degree in Finance from the University of Southern California
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BIOGRAPHIES
Peter J. Conley - Managing Director
• Over 20 years of institutional research, equity capital markets and investment banking
experience; joined MDB in August 2005
• Co-founder of The Analytiq Group (2002-2005)
• Focus on intellectual property analysis of emerging and enabling technologies
• Ranked in Top 10 from over 100 brokerage firms by Investars & Integrity Research Associates, research
utilized by majority of the Global Investor 100
• Co-founder of E*Offering, the investment bank of E*Trade (1999-2000)
• Head of Equity Capital Markets, IDD #1 Online Investment Bank 1999-2000.
• Involved in 1 out of 2 Internet IPOs, underwriting over $3 billion for 132 companies; played integral role in
several of Wall Street’s largest offerings including $5.8 bln UPS IPO, $660mm Phone.com, $600mm CarsDirect
mezzanine plus innovative underwritings like $84mm RedHat (affinity IPO), $78mm First Sierra (largest online
deal), $84mm Sina (1st China IPO) among others.
• Cruttenden Roth / Roth Capital Partners (1991-1998)
• Started firm’s institutional equity business in 1991.
• Head of Institutional Equity Sales; Member Executive, Research & Capital Commitment Committees.
• IDD #1 Small-Cap Investment Bank (1994-1997), financed over 100 companies raising over $1.6 billion
• Lehman Brothers (1988-1991)
• Vice-President, Private Client Services Group
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RESEARCH
Strategy
• Provide insightful, independent and detailed research.
• Identify companies with:
• Intellectual property portfolios that position them to lead their industry into the future
• Value not yet recognized or understood by the investment community – where MDB’s deep technical
expertise allows early recognition of value, catalyzing future exponential market growth
• Highlight market misconceptions and dispel them, uncovering opportunities to
achieve significant, sustained performance results.
• Distribute through Bloomberg Professional, Reuters/Multex, Thomson First Call, and
Capital IQ.
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RESEARCH – Life Sciences
The individual members of the MDB Life Sciences team have written research on
numerous companies, including, but not limited to, the following:
Akesis (AKES): Development of organic vanadium for diabetes
Allos Therapeutics (ALTH): Novel, next generation anti-folate for oncology
BioMarin Pharmaceuticals (BMRN): Enzyme-replacement therapy for inherited
lysosomal storage disease
Caliper Life Sciences (CALP): Life sciences instruments, reagents, software
Clarient Diagnostics (CLRT): Cancer diagnostics
Curis (CRIS): Small-molecule modulators of cell signaling pathways involved in disease.
Partnered with Genentech.
Dendreon (DNDN): Autologous dendritic cell cancer vaccine for prostate cancer under
FDA review process
Emisphere Technologies (EMIS): Oral drug delivery of injected protein-based
therapeutics and optimization of current oral drug delivery
Encysive Therapeutics (ENCY, acquired by Pfizer): Development of small-molecule drugs
targeted for pulmonary arterial hypertension
Eyetech (EYET, acquired by OSI Pharma): Developed Macugen for age-related macular
degeneration (AMD).
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RESEARCH cont.
The individual members of the MDB Life Sciences team have written research on
numerous companies, including, but not limited to, the following:
Genaera Corporation (GENR): Development of PTP-1B inhibitor for obesity and
diabetes, antibody to IL-9 partnered with MedImmune/Astra Zeneca
Idera Therapeutics (IDRA): Leader in toll-like receptor drug development platform for
cancer, infectious disease, autoimmunity. Partnered with Merck, Merck KGa, Novartis
Mankind Therapeutics (MNKD): Inhaled insulin development
Maxygen (MAXY): Optimized protein therapeutics, proprietary MolecularBreeding
directed evolution technologies and protein modification to improve on existing protein
drugs
MethylGene (MYG.TO): Novel inhibitors HDAC inhibitors for oncology and fungal
disease, emerging c-Met inhibitor program for oncology.
Opexa Therapeutics (OPXA): Autologous cell therapy for multiple sclerosis – based on
re-aligning the TH1/TH2 balance and controlling self-directed T-cells.
Palatin Technologies (PTN): Melanocortin-receptor and peptide based therapeutics for
heart failure, sexual dysfunction and obesity, Partnered with Astra Zeneca
Praecis Pharmaceuticals (PRCS, acquired by Glaxo SmithKline): Gonadotropin
antagonist for prostate cancer; small-molecule drug discovery platform
Staar Surgical (STAAR): Surgical vision correction products
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RESEARCH cont.
The individual members of the MDB Life Sciences team have written research on
numerous companies, including, but not limited to, the following:
Supergen (SUPG): Oncology pipeline with focused on kinase inhibitors and DNA
methyltransferase inhibitors and other cell signaling inhibitors
Synvista Therapeutics (SYI): Diagnostic for assessing the cardiovascular complications of
diabetes, inhibitors of advanced glycation end-products (AGE) for cardiovascular disease
Thermogenesis (KOOL): Blood processing and wound management, cord blood storage
VioQuest Therapeutics (VQPH): Tumor cell signaling targeted cancer therapy
Examples of MDB’s technology assessment and biotechnology industry
expertise follow…
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RESEARCH – CASE STUDY
Idera Pharmaceuticals (IDRA)
Technology assessment and valuation of toll-like receptor drug discovery platform
revealed superiority over competition. Elucidated why IDRA was superior to competing
technologies and communicated investment thesis to sophisticated institutional
investors that resulted in a 3X increase in market value within 15 months
• Intense due-diligence to understand the nuanced medicinal chemistry and structure-activity relationships
between Toll-like Receptors (TLR) and agonist/antagonist as therapeutics
• Unlike IDRA, competing TLR development technologies understood TLR 7/8/9 biology but not the chemistry
and structure-activity relationship between TLR 7/8/9 and their oligonucleotide-based agonist/antagonist
• Notably, the competition has failed (e.g. Coley, Dynavax, Anadys), while Idera evolved as the leader inking 3
successful big Pharma partnerships with Merck, Novartis and Merck KGa.
• Of some surprise is Deerfield Management’s (a $1.5B healthcare dedicated fund) up to $30M investment in
Dynavax’s TLR9 allergy program, when it was clear to us that Dynavax’s TLR9 agonist was poorly engineered to
bind its target and headed for failure.
• We also found Coley’s lack of understanding of the structure activity relationship of TLRs and their modulators
contributed to the failure of its hepatitis C program
While competitors ran into development failures, IDRA prospered, inking 3 lucrative Big
Pharma partnerships.
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RESEARCH – CASE STUDY
Maxygen (MAXY)
Intellectual property (IP) analysis to determine if MAXY’s optimized protein G-CSF has
distinct IP from Amgen’s currently marketed version, Neulasta.
• Intellectual Property (IP) analysis: Does a novel, optimized G-CSF (MAXY-G34) under development by Maxygen
(MAXY) have distinct IP from Amgen’s G-CSF (Neulasta, $3B in annual sales)
• IP analysis involved an extensive review of the patent landscape of MAXY-G34 versus Neulasta.
• Specifically, MAXY-G34 contains amino acid substitutions at lysine residues 16, 34, and 40 which are replaced
with arginines, preventing the PEGylation of these sites. New lysine residues are introduced at positions 105 and
159 by amino acid substitutions, resulting in the addition of two novel sites available for PEGylation.
• Analysis affirmed that MAXY G-34 is distinct from Amgen’s Neulasta and outside of the IP scope of Neulasta i.e.
MAXY’s optimized G-CSF was distinct from the wild type G-CSF variants to which Amgen’s IP had claim. MAXY-G34 is currently in Phase 2 development
Our review of the IP revealed that MAXY’s optimized G-CSF is distinct from Amgen’s
Neulasta at several sites in the amino acid sequence and has novel PEGylation sites that
are outside of AMGN patents.
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RESEARCH – CASE STUDY
Allos Therapeutics (ALTH)
MDB understood early the potential of a novel anti-folate with mechanistic advantages
over current anti-folates in the treatment of various cancers. Presented and
communicated investment thesis to investors.
• ALTH is developing a novel anti-folate (PDX) with improved membrane transport and polyglutamylation in
tumor cells.
• Crucial to the investment thesis was an understanding of the mechanistic advantages of PDX at several pivotal
points in the folic acid metabolism pathway – transport into the cell, inhibition of crucial enzymes in folic acid
metabolism, and longer retention in the cell. Furthermore, PDX was effective in a niche refractory leukemia for
which there was no available therapy that provided an accelerated path for regulatory approval – a registration,
single-arm Phase 2 trial.
• Akin to another anti-folate, Alimta, that was first approved for mesothelioma but then gained approval for nonsmall cell lung cancer to expand its markets, PDX has similar prospects and has several advantages over Alimta.
Subsequent to our research, institutional investors, including Warburg Pincus and Baker
Brothers took large positions. ALTH increased in market cap from $65M to almost
$700M
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RESEARCH – CASE STUDY
Private Company
Assessed the feasibility of collagen coated stents
• Consulting study undertaken to determine the potential of collagen and/or other extracellular matrix
components purified from fibroblast culture, as a coating for stents used in vascular procedures, to reduce the
incidence of late restenosis.
• The likelihood of successfully entering into a commercial collaboration with a stent manufacturer, with the
data set available, was low.
Published a comprehensive, proprietary due-diligence analysis report based on technology assessment, primary
research with key opinion leaders and industry experts.
Advised management and shareholders that collagen's inherent thrombogenicity and
poor drug delivery profile does not make it suitable as a stent coat. Company dropped
plans to pursue program.
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RESEARCH – CASE STUDY
“Non-Cancer Immunotherapy”
Therapeutic Workshop – Invited to organize and moderate therapeutic panel at BIO CEO
Investor Conference, New York, NY, February 2008
• While therapeutic cancer vaccines and immunotherapy approaches have met with consistent failure over the
last decade, non-cancer based immunotherapy has continued to make progress.
• Panelists included: Richard Furie, MD., Chief, Division of Rheumatology and Allergy-Clinical Immunology, North
Shore LIJ Health System, Associate Professor of Medicine, NYU School of Medicine; Charles Nicolette, Ph.D.,
Chief Scientific Officer, Research and Development, Argos Therapeutics; Sudhir Agrawal, D. Phil. Chief Executive
Officer & Chief Scientific Officer, Idera Pharmaceuticals; Eldon R. Smith, MD, Senior Vice President, Scientific
Affairs Chief Medical Officer, Vasogen.
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RESEARCH – CASE STUDY
“Recognizing Biotech Turnaround Investments”
Business Panel - Invited to organize and moderate business panel at BIO Investor
Forum, San Francisco, October 2007
• Focus on the performance of biotech blow-ups and the impressive turnarounds that have rewarded new
investors.
• Panelists included: Robert Karr, MD., President, Idera Pharmaceuticals; Jerry McMahon, PhD., Chairman and
Chief Executive Officer Poniard Pharmaceuticals; Selena Chaisson, MD., Director of Healthcare Investments,
Bailard; Oleg Nodelman, Portfolio Manager, Biotechnology Value Fund
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MERGERS AND ACQUISITIONS
MDB’s experience goes well beyond conventional investment
banking to include hands-on senior corporate management and
governance, clinical practice, and the founding of several
companies. This has enabled us to develop extensive industry
contacts and unparalleled expertise.
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MERGERS AND ACQUISITIONS
M&A Experience
The individual members of the MDB team have participated in numerous transactions,
including, but not limited to, the following:
• Botswinger Strasse, GmbH (Acquisition)
• Climo, S.A. (Acquisition)
• Dental Division of Howmedica Inc. (Sale)
• Dr. Hammer & Co., GmbH (Sale)
• Holgrath Corporation (Sale)
• Hollis Eden (HEPH) (Merger with Initial Acquisition Corp.)
• Howmedica Inc. (Sale)
• Industrias Faimon, S.A. (Acquisition)
• Jaquet Orthopedie (Acquisition)
• Leibinger, GmbH (Acquisition)
• Leibinger, Inc. (Acquisition)
• Lipid Sciences, Inc. (Merger with NZ Corp.)
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MERGERS AND ACQUISITIONS
M&A Experience
The individual members of the MDB team have participated in numerous transactions,
including, but not limited to, the following:
• Medivation, Inc (Merger into Orion Acquisition Corp)
• Norian Corporation (Technology Licensing and Equity Investment)
• Orthovita, Inc. (Technology Licensing and Equity Investment)
• The Glass Group, Inc. (Purchase of molded glass operations from Wheaton USA)
• Unidental Holdings Ltd. (Acquisition)
• United Ostomy Division of Howmedica Inc. (Sale)
• Valleylab Inc. (Sale)
• VirnetX Inc. (Founding and Equity Investment)
• VirnetX Inc. (Merger into PASW, Inc. / Now VirnetX Holding Corp. (AMEX: VHC))
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TRANSACTION - CASE STUDY
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TRANSACTION - CASE STUDY
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TRANSACTION - CASE STUDY
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TRANSACTION - CASE STUDY
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The IP Investment Bank
Seeing Value Others Do Not… Creating Value Others Can Not ™
Santa Monica, Ca
401 Wilshire Boulevard
Suite 1020
Santa Monica, CA 90401
p 310.526.5000
f 310.526.5020
New York Office
575 Madison Avenue
Suite 1006
New York, NY 10022
p 310.526.5018
f 917.591.2174
www.mdb.com
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