Pharmacopeia Inc
Pharmacopeia — Ligand Pharmaceuticals — Merger or Acquisition (September 2008)
18 slides from Pharmacopeia's merger presentation, Sep 24, 2008
Slide 1: Ligand and Pharmacopeia presenters
1 Joseph A. Mollica, Ph.D., Chairman of the Board, Interim President & CEO, Pharmacopeia John L. Higgins, President & CEO
Slide 2: Safe Harbor Statement
2 Safe Harbor Statement The following presentation contains forward-looking statements regarding the proposed acquisition of Pharmacopeia by Ligand, including projections regarding expectations for potential research and development payments, savings in operational costs, cash burn rates, timing of
Slide 3: Additional Information and Where to Find It
3 Additional Information and Where to Find It Ligand intends to file with the SEC a Registration Statement on Form S-4, which will include a proxy statement of Pharmacopeia and other relevant materials in connection with the proposed transaction. The proxy statement will be mailed to the stockholder
Slide 4: Agenda
4 Agenda Proposed Transaction Vision for Combined Companies Opportunities and Benefits to Shareholders Milestone and Events Calendar Projected Process to Close Transaction
Slide 5: Proposed Transaction Summary
5 Proposed Transaction Summary Deal Stock-for-Stock Acquisition Transaction Value $55 million in Ligand Common Stock, plus potential for $15 million in cash via Contingent Value Right (CVR) Consideration 0.58x shares of LGND for each share of Pharmacopeia CVR / DARA Partnering $15 million milestone
Slide 6: Fundamentals of a Strong Biotech Company
6 Fundamentals of a Strong Biotech Company Strong balance sheet Spending discipline Strong discovery capabilities and track record Robust pipeline of partnerable assets Revenue diversity Operating structure that has the potential to generate substantial cash flows and profitability
Slide 7: Vision for the Combined Companies
7 Vision for the Combined Companies Consolidated operations with strong fundamentals Strong balance sheet Cost-efficient R&D business with spending discipline Robust product pipeline Diverse royalty partnerships with promising potential revenue and profits Leverage highly successful drug discovery c
Slide 8: Combined Product Pipeline
8 Combined Product Pipeline Stage of Development Product Indication Partner Preclinical Phase I Phase II Phase III / NDA Marketed AVINZA ® Chronic pain King Pharmaceuticals PROMACTA™ ITP, Hep C, CLD, CIT GlaxoSmithKline VIVIANT™ / APRELA™ Osteoporosis Wyeth FABLYN® Osteoporosis Pfizer PS433540 DARA
Slide 9: Opportunities and Benefits to Shareholders
9 Opportunities and Benefits to Shareholders Pro Forma company: ~113 million shares outstanding Ligand shareholders owning 84% of the combined company Pharmacopeia shareholders owning 16% of the company Ligand shareholders gain access to: Numerous royalty partnerships Pipeline assets Drug discovery
Slide 10: Pro Forma Financial Forecast
10 Pro Forma Financial Forecast Projected to have more than $90 million in cash at time of closing including transaction/restructuring costs and Ligand indemnity fund Given our current outlook on the combined businesses, 2009 pro forma operating cash burn rate is expected to be $20 million Potential
Slide 11: Pro Forma Revenue Sources
11 Pro Forma Revenue Sources AVINZA royalties Royalties from three pending NDA’s and future registrations in expanded indications PROMACTA (GSK) FABLYN (Pfizer) VIVIANT (Wyeth) APRELA NDA submission expected in 2009 (Wyeth) Milestone and Research Payments from existing Pharmacopeia partnerships $6.5
Slide 12: Significant Value in Royalty Partnerships
12 Significant Value in Royalty Partnerships Numerous deals with nine pharmaceutical companies Over 15 programs in various stages of research and development in partnership portfolio More than 20 different therapeutic indications being pursued including the largest untapped markets Muscle wasting, C
Slide 13: Pharmaceutical Partnerships
13 Pharmaceutical Partnerships
Slide 14: Strong Research Platforms
14 Strong Research Platforms Highly complementary research technology Transaction combines two successful discovery platforms and integrates strong biology and chemistry capabilities
Slide 15: Proposed Corporate Restructuring
15 Proposed Corporate Restructuring Estimated $5 million to $7 million in annual administrative overhead cost savings and potential for further spending reduction Certain discovery research activities at Pharmacopeia to continue in near-term to meet contractual obligations from existing partners Res
Slide 16: Near-Term Milestone and Events Calendar
16 Near-Term Milestone and Events Calendar
Slide 17: Upcoming Conferences
Upcoming Conferences Oppenheimer 19" Annual November 3-5, 2008 Healthcare Conference, New York Rodman & Renshaw 10% Annual November 10-12, 2008 Health Care Conference, New York 50! Annual American Society of Hematology Meeting, December 6-9, 2008 San Francisco " @ LIGAND
Slide 18: Projected Timelines/Process to Close
18 Projected Timelines/Process to Close Actual timing of the transaction will depend on a number of factors, some of which are beyond either company’s control.
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