Filed Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Filed by Enzon Pharmaceuticals, Inc.
Subject Company: Enzon Pharmaceuticals, Inc.
NPS Pharmaceuticals, Inc
Commission File No. 000-12957
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The following materials were distributed by Enzon Pharmaceuticals, Inc. (Enzon) and NPS Pharmaceuticals, Inc. (NPS) to attendees of the Banc of America Securities 2003 Healthcare Conference held on March 26, 2003 in Las Vegas, Nevada to discuss the proposed business combination between Enzon and NPS. | ||
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Safe Harbor
Cautionary
Statement For The Purpose Of The Safe Harbor Provisions Of
The Private Securities Litigation Reform Act Of 1995
This presentation contains
forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on managements current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this presentation include statements about future financial and operating results and the proposed NPS/Enzon merger. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. For
example, if either of the companies do not receive required stockholder or governmental approvals or fail to satisfy other conditions to closing, the transaction will not be consummated. In any forward-looking statement in which NPS or Enzon expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that the NPS and Enzon businesses will not be integrated successfully; costs related to the proposed merger, failure of the NPS or Enzon stockholders to approve the proposed merger; and other economic, business, competitive and/or regulatory factors affecting NPS and Enzons businesses generally as set
forth in NPSs and Enzons filings with the SEC, including their Annual Reports on Form 10-K for their respective most recent fiscal years, especially in the Managements
Discussion and Analysis section, their most recent Quarterly Reports on Form
10-Q and their Current Reports on Form 8-K. NPS and Enzon are under no obligation
to (and expressly disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.
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Safe Harbor continued
Additional Information And Where To Find It
In connection with the proposed
NPS-Enzon merger, NPS, Enzon and Momentum Merger Corporation have caused to be filed a joint proxy statement/prospectus with the SEC in connection with the transaction described herein. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED HEREIN. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by NPS and Enzon with the SEC at the SECs
web site at http://www.sec.gov or
by contacting NPS at 801-583-4939 and through NPS website at http://www.npsp.com,
or by contacting Enzon at 908-541-8678 and through Enzons website at
http://
www.enzon.com.
NPS and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NPS and Enzon in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described is included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in NPS 2002 Annual Report on Form 10-K, which was filed with the SEC on March 21, 2003. This document is available free of charge at the SECs
web site at http://www.sec.gov or by contacting
NPS at 801-583-4939 and through NPS website at http://www.npsp.com.
Enzon and
its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Enzon and NPS in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in Enzons proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the SEC on or about October 28, 2002. This document is available free of charge at the SECs
web site at http://www.sec.gov or by contacting
Enzon at 908-541-8678 and through Enzons website at http://www.enzon.com.
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Our Mutual Goal
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To Build a Sustainable Top-Tier Biotech Based On:
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A deep, diversified and sustainable pipeline
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A clearly defined pathway to profitability
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A fully integrated infrastructure and stable financial position
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A Fully Integrated Biotechnology Leader
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Platform Technologies |
Preclinical | Phase I | Phase II | Phase III | Commercialization & Manufacturing |
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| PEGylation | | SCA Projects | | Prothecan | |||||||||||||
| PEG-INTRON | |||||||||||||||||
| Single-Chain Antibodies | | PEG-Cytoxics | | NPS 1776 | | Cinacalcet | | ABELCET | |||||||||
| Inhaled Leuprolide | | NPS 1506 | | ALX-0600 | | PREOS | | ADAGEN | |||||||||
| Calcilytics | | Cinacalcet | | ONCASPAR | |||||||||||||
| GPCR's | | Glycine Re-uptake Inhibitors |
| DEPOCYT | |||||||||||||
| Metabotropic Glutamate Receptors | |||||||||||||||||
NPS | |||
ENZON | |||
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Synergies Expand and Accelerate
Value Creation |
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Expand pipeline development
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e.g., CNS product opportunities
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Accelerate program development
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e.g., ALX-0600 for multiple indications
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Leverage financial strength and commercial capacity
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e.g., in-license products and technologies, and optimize PREOS partnership
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The Merger Creates a Top-Tier Biotech
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Management with a proven record of building businesses
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Drug discovery and development expertise
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Manufacturing capacity and experience
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Commercial infrastructure
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Strong, dependable revenues
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Post Merger Strengths
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Fully integrated:
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From drug discovery through manufacturing and commercialization
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Innovative and robust pipeline:
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~$150M R&D budget *
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Phase III: 2 programs
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Phase II: 3 programs | |
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>10 early stage programs
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Multiple platform technologies
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*Based upon 2003 pro-forma financials
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Post-Merger Metrics
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Comparable Company Analysis(a)
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2003 Est.
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Products
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Company
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Market Value
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Revenue
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R&D
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Marketed
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Phase III
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Millennium
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$
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2,152.2
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$
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402.5
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$
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496.5
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2
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Celgene
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$
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1,942.9
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$
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171.0
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$
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89.8
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1
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1
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Amylin
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$
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1,334.2
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$
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49.4
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$
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111.8
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0
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1
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Neurocrine
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$
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1,297.1
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$
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92.0
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$
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110.5
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0
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1
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ICOS
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$
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1,055.7
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$
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105.5
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$
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157.5
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1
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1
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Enzon/NPS
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$
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~200.0
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$
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>150.0
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5
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2
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(a) Projected Financial Information as per Wall Street equity research and calendarized to reflect 12/31 year end
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Pipeline, Products
& Technologies |
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Product
Pipeline & Marketed Products
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Product |
Preclinical/ Research |
Phase I | Phase II | Phase III | Marketed | Partner | ||
PEG-INTRON |
Schering-Plough | |||||||
ABELCET |
Proprietary | |||||||
ADAGEN |
Proprietary | |||||||
ONCASPAR | Proprietary | |||||||
DEPOCYT |
Proprietary | |||||||
Cinacalcet
HCl |
Amgen/Kirin | |||||||
PREOS |
Proprietary | |||||||
PROTHECAN |
Proprietary | |||||||
ALX-0600 |
Proprietary | |||||||
Cinacalcet
HCl |
Amgen/Kirin | |||||||
NPS
1776 |
Proprietary | |||||||
NPS
1506 |
Proprietary | |||||||
Calcilytics |
GSK | |||||||
PEG-Cytotoxics |
Proprietary | |||||||
Gly-T
Inhibitors |
Janssen | |||||||
mGluRs |
AstraZeneca | |||||||
SCAs |
Micromet | |||||||
Inhaled Leuprolide |
Nektar | |||||||
= Enzon | = NPS | |||||||
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5 Marketed Products
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PEG-INTRON®
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ABELCET®
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ONCASPAR®
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DEPOCYT®
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ADAGEN®
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2 Phase III Clinical Products
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PREOS
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Cinacalcet HCl
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Operational Overview
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Combined Management Team Includes:
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Hunter Jackson, Ph.D. (NPS)
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Executive Chairman of the Board
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Arthur J. Higgins (Enzon)
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Chief Executive Officer | |
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Ulrich Grau, Ph.D. (Enzon)
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Executive Vice President, Research and Development | |
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Kenneth J. Zuerblis (Enzon)
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Executive Vice President, Finance, Chief Financial Officer and Secretary
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Thomas B. Marriott, Ph.D. (NPS)
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Executive Vice President, Development
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David L. Clark (NPS)
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Executive Vice President, Corporate Communications and Investor Relations
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Locations
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Selected Pro-Forma Financials
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Pro-Forma Operating Summary
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(US$ in millions)
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Year Ending December 31, 2002
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Pro Forma 2002
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Product Revenues:
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Sales
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$
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31.5
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Royalties
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$
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82.6
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$
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114.1
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*
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*(Current estimated annualized revenues = $200.0)
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Expenses:
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SG&A
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$
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48.0
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R&D
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$
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102.0
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Long-Term Convertible Debt
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$
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400.0
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Ending Cash Balance
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$
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380.0
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Expected
Milestones and News Flow
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Type | 2003
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2004 | |||||
Clinical Data | Phase
III Cinacalcet HCl data in secondary HPT
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Regulatory | File
Cinacalcet HCI NDA
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Clinical Data | PREOS
2-year rat toxicology study data
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Clinical Data | PREOS
Top Study completed
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Clinical Data | Phase
IIa results from PROTHECAN
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Clinical Data | Initiate
additional PII/III ALX-0600 (SBS)
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Market Data | HCV
maintenance studies
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Regulatory | File
PREOS NDA
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Regulatory | Prothecan
Phase III program
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Clinical Data | Cinacalcet
HCl approval
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= NPS | = Enzon | |||||
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2007...
Where Were Going
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Revenue > $500M
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Strong, balanced clinical pipeline
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R&D budget > $180M
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EBITDA > $100M
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Industry leading growth rate
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Cash > $500M
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