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2007 Business Plan 2007 Business Plan CONFIDENTIALITY STATEMENT The information, data and drawings embodied in this Business Plan are strictly confidential and are provided with the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of Cangen Biotechnologies Inc. MEMORANDUM OF RISK The following Business Plan represents management's best current estimate of the future market opportunity for Cangen’s products. It must be recognized that no business is free of major risks and few plans are free of errors of omission or commission. Although this plan attempts to evaluate all the risks associated with the commercialization of Cangen’s products, the reader should be aware that inherently there are risks that can not be foreseen or predicted. Page 2 of 103 CONFIDENTIAL 2007 Business Plan Table of Contents Executive Summary ............................................................................................................ 5 Corporate Strategy .............................................................................................................. 8 What Differentiates Cangen? .......................................................................................... 8 Collaborations ............................................................................................................... 11 Attractive Market and Investment Opportunity ............................................................ 12 Strategic Product Development / R&D Pipeline .............................................................. 14 Bladder Cancer.............................................................................................................. 14 Lung Cancer .................................................................................................................. 21 Chemosensitivity........................................................................................................... 27 Therapeutic Products .................................................................................................... 29 Portfolio Strategy .......................................................................................................... 32 Intellectual Property Summary ......................................................................................... 33 Government Regulation .................................................................................................... 34 U.S. Regulatory Approval............................................................................................. 34 EU Regulatory Approval .............................................................................................. 38 Marketing Strategy............................................................................................................ 40 MSA Bladder Pre-Launch............................................................................................. 40 Promotion and Communication Strategy ...................................................................... 41 Pricing Strategy ............................................................................................................. 42 Sales and Distribution Strategy ..................................................................................... 43 MSA Bladder Assay Forecast ....................................................................................... 44 Corporate Management Team........................................................................................... 45 Management and Key Members ................................................................................... 45 Financials .......................................................................................................................... 50 Financial Projection and Timeline ................................................................................ 52 Appendices / Attachments ................................................................................................ 56 Attachment A: Patent Summary .................................................................................. 57 Attachment B: Quintiles Market Research Report ...................................................... 59 CONFIDENTIAL Page 3 of 103 2007 Business Plan Table of Figures and Tables Figure 1: Figure 2: Figure 3: Figure 4: Figure 5: Figure 6: Figure 7: Figure 8: Figure 9: Projected R&D Timeline .................................................................................. 14 Data from National Cancer Institute ................................................................ 16 Pivotal Patents .................................................................................................. 33 Reimbursement Using Existing CPT Codes .................................................... 42 Ideal Distribution Scheme ................................................................................ 43 Total Available Market & % Penetration ..........................................................46 Five Year Forecast & % Margin ...................................................................... 46 Balance Sheet Data ........................................................................................... 53 Consolidated Statement of Operations and Comprehensive (Loss) ................. 54 Page 4 of 103 CONFIDENTIAL 2007 Business Plan Executive Summary Cangen Biotechnologies is a venture capital based biotechnology company with a mission to address the unmet medical needs that exist worldwide for the diagnosis and treatment of cancer. Cangen was formed in 2000 and has a strong relationship with, and is based on the technology discovered by Johns Hopkins University. Our leadership and direction since inception has been from Dr. Chulso Moon, whose reputation in the field of oncology is well recognized worldwide. Over the course of a few years, Cangen will be commercializing some of the innovative technologies discovered on a commercial basis worldwide. This business plan is intended to provide stakeholders in our company with insight into the commercial market availability, our marketing strategy, what management believes to be our revenue potential and where we envision our future product development efforts will be directed. Cancer is the number two killer after cardiovascular disease, worldwide. Approximately 20 million people are living with cancer in Japan, Europe and North America and 10 million new cases of cancer are diagnosed each year worldwide. According to the American Cancer Society, cancer is the second leading cause of death by disease in the U.S. and imposes a heavy economic burden on the country’s healthcare system. In 1999, the estimated total cost of cancer was $107 billion, including approximately $37 billion in direct healthcare spending. A significant portion of these expenditures is associated with cancer screening and diagnostics, which rely heavily on imaging systems and lab tests to determine the presence and extent of malignancy and used to assist in the development of optimal treatment protocols. More than 160 million cancer screening and diagnostic oncology procedures were performed in the U.S. in 1999, generating more than $1.6 billion in product sales. There are general patterns of cancer prevalence and mortality throughout the world. The economically developing countries of Africa, Latin America and Asia tend to have high rates of cancers of the mouth and pharynx, larynx and esophagus, and of the stomach, liver, and cervix. The economically developed countries of Europe, North America and Japan tend to have relatively high rates of cancers of the colon, rectum and bladder, and of the hormone-related cancers of the female breast, the endometrium and the prostate. This pattern has now also emerged in urban areas of developing countries. Lung cancer, mainly caused by the use of tobacco, is the most common cancer in the world. With the anticipated growth in cancer cases as populations’ age, the discovery of more effective cancer therapeutics has become critical. It is becoming too expensive to continue prescribing drugs that are largely ineffective. Cancer drug research is moving from traditional cytotoxic chemotherapies toward higher specificity immunological and biological approaches that target unique biochemical receptors and signaling pathways. These new drugs will be more cancer and patient- CONFIDENTIAL Page 5 of 103 2007 Business Plan specific and will have the potential for slowing cancer growth and inhibiting disease progression, with fewer adverse effects on the patient. As these drugs come to market, in vitro diagnostics will become critical tools for matching drug to cancer and patient, and then for the monitoring of the drug's effectiveness in treating the disease. Despite serious research efforts in the diagnosis and treatment of cancer, it remains a leading cause of morbidity and mortality worldwide. There is therefore a concerted effort to commercialize lab tests that will help physicians diagnose and monitor cancer patients. In the next few years some 50 immunoassays for new tumor markers, 20 or so biochip systems, and over 25 tests for genes and proteins in peripheral blood will be in process of receiving FDA marketing clearance. In addition, at least 25 new immunohistochemical and in situ hybridization assays will be introduced in the near future, as well as several point-of-care DNA analysis systems. Furthermore, just about every major cancer treatment center and research group is investigating gene and protein patterns for use in the early detection of cancer. Cangen’s technology has been developed to provide early cancer detection diagnostic tools and targeted cancer therapies. The basis of our technology discovered at Johns Hopkins University and licensed exclusively to Cangen, is called Microsatellite Analysis or MSA. This technology looks specifically at the molecular components (DNA) of cancer. Further explanation of our technology is provided in the body of this plan. Cangen’s first commercial product will be the MSA Bladder Cancer Assay which we anticipate will launch in the U.S. early in 2008. There are approximately 630,000 patients living with bladder cancer in the US and this number is growing at a rate of 5% per year primarily due to the demographics of the aging US population. There are 17,000 deaths in the US each year from this cancer. Bladder cancer is the third leading cancer in the US and fourth worldwide. In our estimation, Cangen’s commercial product will generate over $350 million in revenue within five years. Cangen’s next commercially available product will be for early detection of lung cancer, the worldwide leading cause of cancer. Cangen is taking a two-pronged approach to this assay utilizing two technologies which we anticipate will be used either alone or in combination: the MSA (similar to the assay for bladder cancer) and proteomics based technology. Anticipated revenue of over $500 million is expected within five years from these products. Cangen’s cancer therapeutic products are a result of collaborations with leaders in the discovery of innovative cancer treatment modalities. A large problem with current treatment modalities is the cytotoxic effects of the drugs in use today. These drugs are administered systemically either alone as a cocktail (several at once) in an effort to kill the cancer, but can also have devastating effects on the patient. The objective of Cangen’s chemosensitivity assay will be to provide cancer specific information regarding which drug will have the greatest therapeutic effect with minimal side effects. Cangen anticipates the chemosensitivity product will launch in 2011. Cangen is also working on a drug delivery system (DDS) designed to administer the most effective drug directly to Page 6 of 103 CONFIDENTIAL 2007 Business Plan the cancer site thus limiting the systemic exposure and consequent side effects. Our Drug Delivery System is expected to launch 2012-2013. Cangen’s business model revolves around 5 key objectives: 1. Initially commercialize products utilizing external resources that have competency that would require significant financial investment and time requirement to develop these capabilities internally. 2. Utilize profits to support continued R&D efforts for future products while maintaining and growing our base of leading industry and academic collaborators worldwide. 3. As the company grows, develop internal competencies in order to increase profitability and control over essential functions. 4. Manage the company economically by maintaining a highly skilled and experienced management team. 5. Achieve the highest level of regulatory approval to ensure commercial success and acceptance by the medical community. It is management’s belief that all of the diagnostic and therapeutic products we currently have in development will be able to be commercialized at greater than a 70% gross margin (increasing as economies of scale are achieved) and that certain of our products have significant market opportunity approaching or exceeding $1 billion in product sales within the next 10 years. CONFIDENTIAL Page 7 of 103 2007 Business Plan Corporate Strategy Cangen’s principal strategy is to develop a complementary suite of cancer diagnostics and therapeutic enhancements in order to enable the large scale detection and effective treatment of a wide variety of cancers at early stages, including the ability to detect the presence of particular forms of cancer at the molecular level. Cangen intends to do this by focusing resources and efforts on short and long term key objectives, by leveraging significant assets, and by maintaining and continuing to develop strategic alliances with key industry leaders throughout the world. What Differentiates Cangen? Cangen Biotechnologies Inc is poised to emerge as an industry-leading research and development company with important healthcare products on the market that promise to accomplish important goals: first, to address significant unmet medical need in the U.S. and throughout the world; second, to increase survival rates and improve quality of life for people struggling with cancer and other diseases; finally, to ensure access to patients to the technology in a manner that ensures that the products are reimbursed and widely relied upon by medical professionals. Cangen has a balanced portfolio of diagnostic and therapeutic products Our principal strategy is to develop a complementary suite of cancer diagnostics and therapeutic enhancements in order to enable the broad-scale detection and effective treatment of a wide variety of cancer forms at early stages, including the ability to detect the presence of particular forms of cancer at the molecular level. Cangen differentiates itself from competitors by balancing the commercialization strategy of diagnostic products and therapeutic products, while continuing to focus on the research and development of products to address unmet medical needs in the U.S. and throughout the world. Diagnostic Products Cangen’s cancer diagnostic products are molecular-based assays. Such tests seek to identify cancer biomarkers by analyzing the molecular structure a of patient’s tissue, urine or blood as opposed to current chemical-based tests. Viable molecular-based diagnostic tests can allow for cancers to be detected at an earlier stage and with much greater sensitivity and specificity. Sensitivity is defined as the ability of a diagnostic test to give a correct positive result, and specificity is defined as the ability of a test to give a correct negative result. The degree of sensitivity and specificity of a given diagnostic test is a measure of the test’s accuracy. Cangen is developing two molecular diagnostics using microsatellite analysis, or MSA, based on the detection of specific DNA markers for the early detection of bladder cancer and lung cancer. In addition we are working on a chemosensitivity assay which is based on mass spectrometry-based biomarker analysis. Page 8 of 103 CONFIDENTIAL 2007 Business Plan Bladder Cancer The technology for our bladder cancer MSA assay was developed by Johns Hopkins University for detection of cancer along the entire urinary tract, and was subsequently licensed by Cangen for worldwide use. The MSA assay is a genomics-based technology that compares changes in the length and stability of repeating sequences of chromosomal DNA, called microsatellites, from cells at the tumor site, collected, in the case of bladder cancer screening, from a urine sample, to microsatellites isolated from a blood sample. These changes in length and stability occur due to the fact that the DNA of several types of cancer cells exhibit changes to these particular regions in chromosomal DNA. A number of studies have been conducted using MSA technology, which has shown a specificity and sensitivity between 80% and 85%. Lung cancer Cangen has taken two approaches to the development of a DNA-based technology for the detection of lung cancer and is working with two partners on this project. The collaboration with Olympus, a global leader in the manufacture and sale of precision machinery and instruments based in Japan, is based on the microsatellite technology. The collaboration with Dai Nippon Printing, a leader of printing manufacture in Japan, is based on mass spectrometry biomarker analysis. DNA based Olympus PCR technology Together with Olympus, Cangen launched a “bridge” trial in Asia in which we attempted to validate the use of the same two to four DNA markers for lung cancer established in our initial study of tumor tissue in blood samples from patients. We recruited and analyzed over 400 samples from two groups, a control group that did not have lung cancer, and a group of lung cancer patients. These samples were analyzed using both conventional PCR technology and next-generation PCR technology developed by Olympus (as described below under “Olympus PCR Technology”). He initial results from these tests indicated high specificity and sensitivity. Mass Spectrometry-Based Biomarker Analysis Cangen is working with Dai Nippon to develop a mass-spectrometry-based assay that can be used to detect particular forms of cancer by indicating the presence of specific biomarkers in blood. The analysis works by comparing a data set taken from normal samples to that of the potential cancer patient. The plasma and sera of these subjects are subjected to purification in a filtration system developed in conjunction with Dai Nippon, which works to reduce the presence of “background” peaks in a sample’s mass spectrum. Following purification, the sera and plasma are subjected to mass spectrometry. Subsequent analysis on these mass spectra results using Cangen’s proprietary bioinformatic and other statistical algorithms to detect protein patterns has resulted in the development of final prediction model for lung cancer with high specificity and sensitivity. CONFIDENTIAL Page 9 of 103 2007 Business Plan Chemosensitivity Our chemosensitivity research to date has yielded two key results. First, we have identified biomarker-expression patterns that we believe indicate that a patient is likely to respond to a particular form of chemotherapy. Second, we have discovered biomarkerexpression patterns that appear to correlate to a lack of response to a given chemotherapy regimen. The ability to predict the response of patients to particular chemotherapy regimes prior to administering the therapy would represent an important advance in the management of cancer therapy by selecting optimal therapy initially while avoiding, to the greatest extent possible, the toxic side effects of ineffective therapies. Our chemosensitivity products are based on our mass spectrometry technology. In our initial study, completed in 2005 which was retrospective in nature, we submitted sera from 53 cancer patients who were prescribed Taxol-based chemotherapy, to mass spectrometry-based analysis. In the study, we identified markers that appeared to correlate to a lack of response to Taxol-based chemotherapy by patients in the study, as no patient whose serum contained this marker experienced any positive response to Taxol-based chemotherapy. Therapeutic Products We believe that Cangen is uniquely positioned to benefit from the licensing and development of selected cancer therapies that complement our own research and technologies, and actively seek out therapeutic treatments that we believe would benefit from our expertise and may be able to find a significant market. We are currently working with Fuji Film on a recombinant human gelatin-based drug delivery system with the potential for broad application. Drug Delivery Systems (rhG-5-FU) The collaboration with Fuji Film is to co-develop a recombinant human gelatin-based delivery system of 5-fluorouracil and Paclitaxel, or rhG-5-FU. This transdermal drug delivery system would allow a specific area of the body to be targeted for drug delivery and would initially be used to treat cancers of the head and neck. In current clinical practice, chemotherapeutic drugs are usually delivered intravenously, generally resulting in toxic levels of drug concentrations throughout the body. Optimized delivery of cytotoxic therapeutics is an area of significant interest in improving cancer care. Page 10 of 103 CONFIDENTIAL 2007 Business Plan Collaborations Cangen has a unique value proposition to address unmet medical needs through collaboration with global industry and academic leaders. Johns Hopkins University On January 2, 2002, Cangen entered into a licensing agreement with Johns Hopkins University. Under the terms of this agreement, we hold an exclusive, worldwide, sub-licensable license from Johns Hopkins University to patents, pending patents and applications related to the MSA assay and for detection of cancers through mass spectrometry analysis. For the patents and other know-how that we license, Cangen is required to develop products and potential markets or sublicense such technology to a third party for development in order to retain licensing rights with respect to such patents. Olympus Corporation Olympus has been an innovator in the area of cancer diagnostics since the introduction of its “gastrocamera” in the 1950s. Olympus, well known for its film and camera products, is also developing products for minimally invasive diagnostics and treatments. On April 20, 2005, Cangen entered into a collaboration agreement with Olympus for the development of a hybrid DNA/mass spectrometry-based diagnostic test for use in the detection of lung cancer. Dai Nippon Printing Co., Ltd. In the past couple of years, Dai Nippon has entered the biotechnology field, interested in new applications of its core technologies. In 2006, DNP funded the establishment of “NanoMedicine DNP” courses at the Tokyo Medical and Dental University and established a joint research collaboration. DNP aims to continue to leverage its printing technology to open new frontiers and develop practical applications in the biotech area. On July 15, 2005, Cangen entered into a collaboration agreement with Dai Nippon focused on improving the specimen purification technology in preparation for mass spectrometry analysis for detecting cancers of the lung and for chemosensitivity testing. Fuji Film Corporation In addition to its main line of business, Fuji Film is the world’s largest producer of animal gelatin. As part of its growth strategy, and as evidenced by its purchase of Daiichi Radioisotope Laboratories in 2006, Fuji has taken steps to become more involved in the medical area. CONFIDENTIAL Page 11 of 103 2007 Business Plan On July 7, 2006, Cangen entered into an agreement with Fuji Film to collaborate on the development of a drug delivery system based on Fuji Film’s proprietary recombinant human gelatin, a project described in more detail in the “Therapeutic Products” section. Attractive Market and Investment Opportunity Bladder Cancer Cangen’s bladder cancer test has 95% specificity and sensitivity which significantly surpasses currently available laboratory-based screening tests; in fact, it is at about the same level as cystoscopy, the gold standard for following bladder cancer patients. There are an estimated 600,000 people (about 400,000 men and 200,000 women) in the United States with a diagnosis or history of bladder cancer. Further, the American Cancer Society estimates that 67,000 people will be diagnosed with bladder cancer in 2007. As the country ages (especially since the large demographic bulge known as “the baby boomers” become elderly over the next 5 years) a trend toward increasing incidence is expected, as this is mainly a disease of persons >65 years of age. There are approximately one million laboratory diagnostic tests for bladder cancer ordered per year in the US, with the vast majority done for monitoring recurrence of bladder cancer. Bladder cancer is, for the most part, diagnosed, treated and monitored by urologists (approximately 10,000 in active practice in the US) who bring oncologists in only when there is invasive or metastatic disease and less often when carcinoma in situ is diagnosed. While the five-year survival rate, which is the standard measure for a cancer “cure”, for bladder cancer is relatively high in these markets, there is an approximate 90% recurrence rate for tumors over a five-year period. Due to the relatively high incidence and recurrence rate of bladder cancer, we believe there is a substantial market for the initial detection of tumors and for the screening for recurrent tumors. Considering its high specificity and sensitivity, Cangen’s bladder cancer kit has a unique opportunity to achieve significant target market penetration. Lung Cancer Lung cancer is one of the most common forms of cancer in the developed world, with approximately 170,000 new cases annually and 350,000 total cases estimated in the United States, according to the American Cancer Society, Inc. The primary problem encountered in management of lung cancer is that it is generally diagnosed at an advanced stage. Early diagnosis is vitally important, as the five-year survival rate for stage I development of non-small cell cancer of the lung is between 60% and 70%, while the five-year survival rate for stage IV development is less than 1% according to the United States National Cancer Institute’s SEER Cancer Statistics Review between 19731998. According to the same source, the overall five-year survival rate is only 14%, indicating that the majority of cases are diagnosed in later stages. Considering the fact Page 12 of 103 CONFIDENTIAL 2007 Business Plan that checkups are recommended twice a year, Cangen estimates the total market size to be approximately120 million tests per year. In a recent study by The International Early Lung Cancer Action Program, asymptomatic persons at high risk of lung cancer were screened with low-dose CT every 7 to 18 months between 1993 and 2005. We can therefore assume a screening frequency with the new blood test of once/year for high-risk individuals. For example, there are approximately 200 million adults over 18 years in the U.S, 22.0% of which are current smokers which is approximately 44 million, and 21.1% are former smokers which is about 42 million. Therefore, the total of current smokers and former smokers is about 86 million. Because lung cancer has a significantly faster doubling time than other common cancers (e.g., bladder cancer, ovarian cancer), we believe twice a year testing would be recommended for those identified patients at risk. Therefore, we believe that there is the potential for somewhere between 90-120 million lung cancer tests to be performed per year. Drug Delivery Systems (rhG-5-FU) Cangen holds one U.S. pending patent for a recombinant human gelatin-based drug delivery system, on which rhG-5-FU is based. We are collaborating with Fuji Film to codevelop a recombinant human gelatin-based drug delivery system of 5-fluorouracil and Paclitaxel, or rhG-5-FU. This transdermal drug delivery system would allow a specific area of the body to be targeted for drug delivery and would initially be used to treat cancers of the head and neck. In current clinical practice, chemotherapeutic drugs are usually delivered intravenously, generally resulting in toxic levels of drug concentrations throughout the body. Specific targeting has been attempted by several biotech and pharmaceutical companies using various drug delivery systems that employed various methods of delivering drugs through a localized medium. It is expected that a successful drug delivery system based on this chemotherapy/gelatin matrix would be able to deliver high concentrations of medication to targeted areas without raising overall levels in the body to toxic levels; thereby enhancing chemotherapy regimes and improving the overall health of the patient. CONFIDENTIAL Page 13 of 103 2007 Business Plan Strategic Product Development / R&D Pipeline Cangen’s strategic approach to managing our product development and pipeline products is to remain consistent with our mission: Deliver advanced technologies and products for early detection and appropriate treatment of cancer. Each of our products currently in development is summarized below with anticipated milestones to commercialization. Each product is discussed in greater detail in the sections that follow. Pre-IDE Package Diagnostic Products Pre-IDE Meeting Patient Enrollment MSI Bladder Assay 510(k) Filing 510(k) Approval Q3 2007 Q1 2008 Lung Mass Spec Q2 2008 Q4 2008 Q4 2009 Q2 2010 MSI Lung Assay Q1 2008 Q2 2008 Q3 2009 Q1 2010 Q4 2010 Q1 2011 Phase IIa Phase IIb Phase III Q2 2009 Q1 2010 Chemosensiti Therapeutic Products DDS Q3 2009 Pre-Clinical Study Q2 2008 Pre-IND Filing Q3 2008 2012-2013 In-Licensing Opportunities Figure 1: Projected R&D Timeline Bladder Cancer Disease Description Malignant transformation of a normal bladder cell begins with the alteration of the cell’s DNA. Epidemiologic evidence implicates chemical carcinogens as the causative agent in many patients 1. More than 90% of all bladder cancer in the United States and Europe are transitional cell carcinomas originating in the tissue that forms the bladder lining. The greatest environmental risk factor for this type of bladder cancer is smoking and other environmental exposures. Less common types of bladder cancer include squamous cell carcinoma, which accounts for 3-7% of all bladder cancer in the United States and is associated with factors such as chronic urinary tract infection and chronic irritation, and adenocarcinoma, which accounts for less than 2% of all bladder cancer. Diagnosis and Treatment 1 Report on the Management of Non-Muscle-Invasive Bladder Cancer, Bladder Cancer Guidelines Panel, American Urological Association Inc 1999. p 13,14 Page 14 of 103 CONFIDENTIAL 2007 Business Plan In most cases, blood in the urine (hematuria) is the first warning signal of bladder cancer. 2 Initial steps to bladder cancer diagnosis include a complete medical checkup to assess symptoms and determine risk factors. If cancer is suspected, the physician will recommend cystoscopy. Cystoscopy is a procedure which allows the physician to visually examine the bladder and urethra. Diagnostic cystoscopies are usually outpatient procedures done with a cystoscope under local anesthesia. Microscopic cytological examination of bladder specimens, known as cytology, is frequently used to aid in the diagnosis of bladder cancer, and to detect possible cancer recurrence. Cytology is used to examine urine or bladder washings for the presence of cancerous or pre-cancerous cells. Cytologic assessment is the least sensitive method for the detection of low-grade bladder tumors and has a detection rate of <30%; however, cytology is more effective for the detection of high grade tumors, in which the cells have substantial abnormal characteristics, sometimes approaching 90%. 3 More recently developed tests include the Bladder Tumor Antigen (BTA) test based on the detection of certain antigens in the urine; the NMP22® BladderChek kit, a nuclear matrix protein test; and the UroVysion® assay, which is a DNA probe assay utilizing fluorescent in situ hybridization (FISH). Treatment of most cases of non-muscle-invasive bladder cancer tumors include: resection and/or laser therapy; and intravesical chemotherapy and/or immunotherapy. The latter treatment is most often used as adjuvant therapy for superficial tumors to prevent recurrence. 4 According to the American Urological Association, the classic follow-up protocol consists of cystoscopic and cytologic examination every three months for 18 to 24 months after the initial tumor, then every 6 months for two years and then annually. 5 Bladder cancer may recur even after long disease-free intervals, therefore, there is a need for lifelong surveillance. Bladder Cancer Testing Market According to the American Cancer Society, there are more than 600,000 cases of bladder cancer currently diagnosed in the United States (U.S.); another 67,000 will be diagnosed in 2007 (about 50,000 men and 17,000 women) and approximately 13,000 deaths occur annually. Nearly 90% of those diagnosed with bladder cancer are over the age of 55years. 2 American Urological Association Guidelines. Retrieved from www.aua.org on April 25, 2007. Report on the Management of Non-Muscle-Invasive Bladder Cancer, Bladder Cancer Guidelines Panel, American Urological Association Inc 1999. p 15 4 Report on the Management of Non-Muscle-Invasive Bladder Cancer, Bladder Cancer Guidelines Panel, American Urological Association Inc 1999. p 18 5 Report on the Management of Non-Muscle-Invasive Bladder Cancer, Bladder Cancer Guidelines Panel, American Urological Association Inc 1999. p 20 3 CONFIDENTIAL Page 15 of 103 2007 Business Plan Increasing life expectancy is expected to result in a rise in the incidence of bladder cancer. 6 The age-adjusted incidence rate of bladder cancer is 20.9 per 100,000 men and women per year in the United States (U.S.). Men are affected approximately 3 times as frequently as women (37.0 cases per 100,000 men; 9.3 cases per 100,000 women). Bladder cancer is most common in the white population (40.2 per 100,000 men; 10.0 per 100,000 women), followed by the black population (19.8 per 100,000 men and 7.4 per 100,000 women). 7 Figure 2: Data from National Cancer Institute Since the bladder serves as a repository for urine through which potentially toxic substances are concentrated and excreted from the body, the risk for bladder cancer is affected by environmental exposures. The greatest environmental risk factor for bladder cancer is smoking, which doubles the risk compared to that of nonsmokers. In addition, certain occupations, including employees working in the dye, rubber, leather, textile and paint industries, as well as those who work as painters, hairdressers, machinists, printers and truck drivers, face increased risk of exposure to aromatic amines and other chemicals that have been linked to bladder cancer. The risk may be particularly magnified in smokers who work with these chemicals. This is a large population that may be monitored from time to time using a sensitive diagnostic kit. 6 Retrieved from http://www.cancer.org/docroot/CRI/content/CRI_2_4_1X_What_are_the_key_statistics_for_bladder_cance r_44.asp?sitearea= on April 15, 2007. 7 National Cancer Institute. 2006. A snapshot of bladder cancer. Retrieved from http://planning.cancer.gov/disease/Bladder-Snapshot.pdf on April 13, 2007. Page 16 of 103 CONFIDENTIAL 2007 Business Plan Bladder cancer is diagnosed, treated and monitored primarily by urologists, of which there are approximately 10,000 in active practice in the U.S. Oncologists are usually called in only when there is invasive or metastatic disease, and less often when there is a diagnosis of carcinoma in situ, a form of bladder cancer which is relatively contained. Bladder cancer is the 7th most common cancer worldwide and accounts for 3.2% of all cancers. The highest incidence rates in both sexes are observed in the United States, Europe and Australia. Bladder cancer is the 5th most common site for new cancer cases in the U.S. 8 and has a recurrence rate of between 50 - 70% within 5 years of resection. 9 In Europe, bladder cancer is the 7th most common cancer and accounts for approximately 36,500 deaths per year. 10 Survival is directly related to the stage at the time of diagnosis. Early detection and routine surveillance provides an opportunity for a diagnostic product that is non-invasive, and with the requisite sensitivity and specificity to replace or increase the amount of time between routine cystoscopic examinations. Therefore, urologists recommend that bladder cancer patients be monitored frequently, initially three or four times per year and then less frequently, utilizing standard detection methods such as urine cytology or cystoscopy. 11 There are approximately one million laboratory diagnostic tests ordered for bladder cancer per year in the U.S., with the vast majority done to monitor recurrence. Therefore, there exists a substantial market for initial screening and follow-up monitoring for recurrence. Cangen’s MSA Bladder Cancer Assay Description of Assay Cangen’s MSA Bladder Cancer Assay is a non-invasive, highly accurate and objective diagnostic method that may be able to detect cancer many months before cystoscopy, the current standard of care. Cangen’s MSA Bladder Cancer Assay features high sensitivity and specificity compared to currently marketed products, 12 and uses a technology known as microsatellite DNA analysis (MSA). Microsatellites, also known as short tandem repeats, are repeating units of one to six nucleotides (e.g. CACACACA) found throughout human chromosomes. These repeating regions are frequently mutated in tumors, either through deletions or by an extension of the number of repeats. To screen for cancer, the MSA assay is run using DNA extracted from cancer cells that are present in urine, and compared to normal DNA sequences from lymphocytes, both taken from the 8 Jemal a, Siegel R, Ward E, Murray T, Xu J, Thun M. Cancer Statistics. 2007. CA: A Cancer Journal for Clinicians retrieved from http://caonline.amcancersoc.org/subscriptions/ on March 20, 2007. 9 Han M, Schoenberg M. The use of molecular diagnostics in bladder cancer. 2000. Urologic Oncology 5, 87-92. 10 European Network of Cancer Registries. 2003. Bladder Cancer in Europe. Retrieved from http://www.encr.com.fr/bladder-factsheets.pdf 11 11 Report on the Management of Non-Muscle-Invasive Bladder Cancer, Bladder Cancer Guidelines Panel, American Urological Association Inc 1999. p14 12 Results generated at Cangen. Available under confidentiality. CONFIDENTIAL Page 17 of 103 2007 Business Plan same patient. Preliminary data have shown that the MSA assay has over 90 percent accuracy. 13 The microsatellite technology and DNA markers used in Cangen’s assay was developed by and licensed from Johns Hopkins University for worldwide use. Data from the 3 year, 13 center validation study conducted by the National Cancer Institute’s Early Detection Research Network (EDRN) is expected to validate the ability of this assay to provide a sensitive and non-invasive method of screening for bladder cancer recurrence. Competition Currently there are two methods used for the screening and detection of bladder cancer: cytology and cystoscopy. Cytology is a common, non-invasive method in which cells collected from a urine sample are analyzed microscopically for the presence of cell abnormalities. This procedure is painless and non-invasive; however, it can miss up to 50% of tumors. 14 The “gold standard” for diagnosis is an invasive method called cystoscopy, which allows visualization and direct biopsy of suspicious bladder lesions. 15 Cystoscopy requires the insertion of a cystoscope, a fiber-optic device, into the bladder through the urinary tract. Accuracy for cystoscopy is much higher than cytology, but the procedure can be quite painful and is subjective, as its’ accuracy depends to some degree on the ability of the individual conducting the examination. Additionally, detecting bladder cancer in the early stages, when it can be most effectively treated, can still be difficult. A recent study presented at the 2006 American Urologic Association, New England Section, confirms cystoscopy as the gold standard and the data is presented below. 16 TEST Cytology Cystoscopy SENSITIVITY 27% (12-48%) 96% (79-97%) SPECIFICITY 100% (99-100%) 97% (95-99%) FDA-cleared in vitro tests include the BTA Tests (both qualitative and quantitative), the FDP test, and the NM22 assay, and the UroVysion® kit; non-approved tests include the BTA Trak, flow cytometry, and the Telomerase/TRAP assay to name a few. 17 The most significant competitor to Cangen’s MSA Assay is Abbott’s UroVysion®. The UroVysion Bladder Cancer Kit (UroVysion Kit) is designed to detect large genetic abnormalities (aneuploidy) for chromosomes 3, 7, 17, and loss of the 9p21 locus via 13 National Cancer Institute Press Release 2004. Scientists begin validation study of test to detect recurrent bladder cancer. Retrieved from http://www.cancer.gov/newscenter/pressreleases/EDRNvalidation 14 Farrow GM, Utz DC, Rife C. 1976. Cancer Research 36, 2495. 15 Mao L, Schoenberg MP, Scicchitano M, Erozan YS, Merlo A, Schwab D, Sidransky D. 1996. Molecular detection of primary bladder cancer by microsatellite analysis. Science 271, 659. 16 American Urologic Association, New England Section Poster Presentation. Retrieved from http://www.neaua.org/abstracts/2006/7.cgi 17 Quintiles Market Report. November 2006. Page 18 of 103 CONFIDENTIAL 2007 Business Plan fluorescent in situ hybridization (FISH). Results from the UroVysion Kit are intended for use in conjunction with, and not in lieu of, current standard diagnostic procedures. It is intended to be used as an aid for initial diagnosis of bladder carcinoma in patients with hematuria and diagnosed with bladder cancer, and for subsequent monitoring for tumor recurrence in patients previously diagnosed with bladder cancer. 18 The kit was cleared for marketing in August 2001 for monitoring the recurrence of bladder cancer. The following table provides a summary of the sensitivity and specificity of available bladder cancer tests. 19 TEST SENSITIVITY* SPECIFICITY** COMMENTS 68.6% 78% Reference Lab Bard Trak 70% 70-90% Reference Lab NMP22 66% 80% Point of Care FISH 80% 95-100% Reference Lab Immunocyt 80% 70-80% Reference Lab HA-HAase 70-90% 90% Reference Lab Telomerase 75% 85% Reference Lab Survivin 60% 80% Reference Lab UroVysion 20 *Sensitivity: the probability that a person having a disease will be correctly identified by a clinical test **Specificity: the statistical probability that an individual who does not have the particular disease being tested for will be correctly identified as negative, expressed as the proportion of true negative results to the total of true negative and false positive results Cangen’s MSA Bladder Cancer Diagnostic would provide the next level detection of capability and is differentiated from other DNA-based bladder diagnostics on the market by its’ higher sensitivity and specificity as compared to currently approved tests. Intellectual Property The bladder diagnostic assay is protected by a patent estate covering use and related methods. An exclusive worldwide licensing agreement with Johns Hopkins provides Cangen with access to certain DNA markers and for the use of MSA technology for detecting the presence of neoplasia in bladder cells found in the urine, and for the use of MSA for the detection of neoplasia in other cancer types in human samples, including lung, and head and neck cancer. Three patents have issued securing the use of microsatellite technology applied to detection of cancer of the urinary tract, including bladder cancer. The licensed patent estate covers the detection of cancer by analysis of microsatellite DNA sequences (5,935,787) and to the methods of detecting cancer from patient samples (6,291,163). 18 Urovysion Package Insert. Vysis Inc, a wholly-owned subsidiary of Abbott Laboratories Inc. Quintiles Market Report. November 2006. 20 Healthcare Sales & Marketing Network. 2005. Retrieved from http://72.32.58.171/news_release.php?ID=2002990&key=urovysion 19 CONFIDENTIAL Page 19 of 103 2007 Business Plan These patents are exclusively licensed for worldwide markets to Cangen from Johns Hopkins University and are described in Appendix 1. Certain licenses are required for Cangen to commercialize the bladder cancer MSA Assay; including reagents and instrumentation from Applera (Applied Biosystems, Inc ABI), and polymerases from Roche Molecular Diagnostics, and are currently under active discussion. Project Status A three-year study to validate the MSA Bladder Cancer test, sponsored by Cangen and conducted by the National Cancer Institute (NCI) under the Early Detection Research Network (EDRN), is nearing completion. The study involves 13 of the leading cancer centers across the United States and Canada and has just completed the accrual phase (baseline collection). The lead investigator for this study is Dr. Mark Schoenberg, a Professor of Urology at the James Buchanan Brady Urological Institute, Johns Hopkins University, Baltimore, MD. This validation study, overseen by Jacob Kagan, Ph.D., program director of NCI's Cancer Biomarkers Research Group, tests 15 different biomarkers in 300 patients diagnosed with bladder cancer for the ability of the assay to monitor for cancer recurrence. Individuals with healthy bladders and individuals with non-cancerous bladder problems that could be misdiagnosed as cancer, such as kidney stones or urinary tract infections, were used as controls. The participating institutions collected samples from patients in this study, and the samples were analyzed using Cangen’s technology by Commonwealth Biotechnologies Inc., located in Richmond, VA. 21 Final baseline results are expected in September 2007. The validation data from these studies will form the basis of Cangen’s 510(k) submission to the U.S. FDA for the use of a kit for monitoring for recurrent bladder cancer in conjunction with standard cystoscopy in patients previously diagnosed with bladder cancer. Cangen is preparing to submit the 510(k) application to the Food and Drug Administration (FDA) for approval of the Bladder Cancer MSA Assay in 4Q07 or 1Q08. Approval is expected 30 to 90 days after the application is submitted. At the same time, Cangen is in final contract negotiations with Roche Applied Science related to the design, assembly and manufacture of this kit; manufacturing is scheduled to begin in 3Q 2007. In the next two years, Cangen intends to file a 2nd 510(k) for longitudinal screening from the FDA for the use of the MSA Bladder Cancer in diagnostic screening. This submission is proposed for 3Q09. 21 National Cancer Institute Press Release 2004. Scientists begin validation study of test to detect recurrent bladder cancer. Retrieved from http://www.cancer.gov/newscenter/pressreleases/EDRNvalidation Page 20 of 103 CONFIDENTIAL 2007 Business Plan Commercialization Commercialization of a diagnostic product requires significant resources and infrastructure. Understanding the necessity to build credibility in this market and in order to meet these demands, Cangen has identified and/or is already working with external partners with excellent reputations and specific expertise in critical areas including manufacturing, distribution, sales and marketing. This approach will provide Cangen with more immediate access to the market, and product performance will build brand and company recognition, which will be invaluable to the commercialization of future products. In order to achieve the desired market penetration for bladder cancer testing, Cangen’s MSA kit will contain the necessary reagents to perform the assay at hospital and testing labs in a user-friendly configuration. Cangen expects to receive FDA market clearance for the MSA Bladder Cancer Assay in the 1Q08. This will trigger commercialization activities including in the following areas; Manufacturing, Marketing Strategy, Distribution, Sales, and Post-market Surveillance (cGMP compliance). A complete marketing plan is currently in development (Marketing Strategy Section). Each of these activities is currently at the planning stage and management expects that each will be completed in sufficient time relative to commercialization. Detailed progress reports will be provided by 3Q07. Lung Cancer Disease Description Lung carcinogenesis is a multi-step process characterized by the accumulation of successive molecular genetic and epigenetic abnormalities, resulting in the selection of clonal cells with uncontrolled growth in the respiratory tract which ultimately results in the formation of invasive tumor. As in other cancers, accumulation of genetic alterations is common in lung cancer and can include gene mutations, allelic losses, allelic instabilities and aberrant gene methylation that target oncogenes or tumor suppressor genes. 22 There are two major types of primary lung cancer: non-small cell and small cell lung cancer. Each affects different types of cells in the lung and grow and spread in different ways, so treatment of each is different. 22 Beau-Faller M, Gaub MP, Schneider A, Ducrocq X, Massard G, Gasser B, Chenard MP,Kessler R, Anker P, Stroun M, Weitzenblum E, Pauli G, Wihlm JM, Quoix E, Oudet P. 2003. Plasma DNA microsatellite panel as sensitive and tumor-specific marker in lung cancer patients. Intl J Cancer: 105, 36170. CONFIDENTIAL Page 21 of 103 2007 Business Plan Non-Small Cell Lung Cancer (NSCLC) Non-small cell lung cancer is the most common type of lung cancer, accounting for about 80% of all lung cancers; it is usually associated with a history of smoking. The three main types of non-small cell lung cancer are named for the type of cell found in the tumor: squamous cell carcinoma (also called epidermoid carcinoma); adenocarcinoma; and large cell carcinoma. Non-small cell lung cancer is described using four stages: in stage I, the cancer is confined to the lung; in stages II and III, the cancer is confined to the chest; and in stage IV, the cancer has spread from the chest. Small Cell Lung Cancer (SCLC) Small cell lung cancer (sometimes called oat cell lung cancer) accounts for approximately 20 percent of all lung cancer cases and is also associated with a history of smoking. The extent of the disease is described using a two-stage system. A case can either be limited, meaning the cancer is confined to a portion of the chest where it originated, or extensive, meaning the cancer has spread throughout or from the chest. Tumors found in the lungs sometimes originate from cancers elsewhere in the body. These tumors are called lung metastases. 23 Diagnosis and Treatment According to the American Cancer Society, most lung cancers do not cause any symptoms until they have spread too far to be cured. Lung cancer screening tests include imaging procedures such as chest x-ray and low-dose computer tomography (CT), and cell or tissue sampling, which includes procedures such as sputum cytology or needle biopsy. Surgery offers the best probability of cure for NSCLC but cannot be used in advanced or metastatic stages. In spite of available therapies, the prognosis of lung cancer patients is generally very poor. Survival at 5 years is 35% for NSCLC patients who undergo surgery and <5% for inoperable NSCLC. Survival is less than 20% for limited SCLC and less than 2% for extensive disease. 24,25 ,26 At the present time, most patients who receive an initial diagnosis of lung cancer have advanced stage disease, making cure with currently available therapies unlikely. However, those with early stage disease can achieve cure through surgical resection 23 Lung Cancer Overview. Memorial Sloan-Kettering Cancer Center. Retrieved from http://www.mskcc.org/mskcc/html/12163.cfm on April 30, 2007. 24 Livingston, RB. Combined modality therapy of lung cancer. 1997. ClinCancer Res, 3, 2638-47. Adjei AA, Marks RS, Bonner JA. Current guidelines for the management of small-cell lung cancer. 1999. Mayo Clin Proc 74, 809-816. 26 Non-Small Cell Lung Cancer Group. Chemotherapy in non-small cell lung cancer:a meta-analysis using updated dats on individual patients from52 randomized clinical trials. 1995. Brit Med J 311, 899-909. 25 Page 22 of 103 CONFIDENTIAL 2007 Business Plan Lung Cancer Testing Market According to the Centers for Disease Control (CDC), more people die annually from lung cancer than any other type of cancer. The US Cancer Statistics Working Group estimated that in 2003, over 190,000 people (105,508 men and 84,789 women) were diagnosed with lung cancer, and about 160,000 people (89,906 men and 68,084 women) died from lung cancer. 27 Among men, the incidence of lung cancer has been declining, but it continues to increase among women. The number of lung cancer deaths among women surpasses those from breast cancer. A 2005 report from researchers at the International Agency for Research on Cancer (IARC in Lyon, France) on global cancer trends finds men and women in North America have the highest cancer incidence worldwide, and that lung cancer is the main cancer in the world today, with the highest incidence in North America and Europe. 28 According to the Lung Cancer Guidelines, this dichotomy in outcome associated with the stage at which lung cancer is diagnosed, “there has been a persistent interest in designing and testing methods for early detection of lung cancer.” 29 Lung carcinogenesis is a multi-step process characterized by the accumulation of successive molecular genetic and epigenetic abnormalities. Molecular lesions precede morphological changes for years. The length of this interval may provide an opportunity for early detection. 30 Additionally, the financial costs of lung cancer are high. Among the four most common cancers, the first-year costs for lung and colorectal cancer are higher because screening is not as commonly used in the detection of these cancers. For example, the cost of treating lung cancer in the United States in 1996 was about $5 billion per year. Given the availability of a screening method for lung cancer, the proportion of cases presenting at advanced stages, when treatment is more extensive and costly, would be significantly reduced. 31 Cangen’s Lung Cancer Assays According to the Health Outcomes Research Group, the benefit of a screening test for lung cancer is typically assessed relative to two major concerns. First, it must provide benefit to individuals who have the illness, typically through increasing life expectancy, and it must be capable of detect disease at a point in which the course of the disease can 27 Centers for Disease Control and Prevention. Retrieved from http://www.cdc.gov/cancer/lung/statistics/ on May 1, 2007. 28 March/April issue of CA: A Cancer Journal for Clinicians. 29 Bach PB, Kelley MJ, Tate RC, McCrory DC. 2003. Screening for lung cancer. Health Outcomes Research Group. Chest 123,1, p 72. 30 Bremnes RM et al. 0000. Circulating tumor-derived DNA and RNA markers in the blood. P 1. 31 National Cancer Institute. 2005. Cancer Trends Progress Report. Retrieved from http://progressreport.cancer.gov/doc_detail.asp?pid=1&did=2005&chid=25&coid=226&mid= CONFIDENTIAL Page 23 of 103 2007 Business Plan be altered by treatment. Second, the screening test should be sensitive and specific, and should not be dangerous or painful. 32 The genetic and epigenetic abnormalities observed in tumors include genetic gains, losses and loss of heterozygosity, that is the deletion of one copy of allelic DNA sequences, may affect several chromosomes. Of diagnostic significance the fact that some of these changes are also detectable in the plasma/serum of cancer patients. 33 Cangen is presently pursuing a two-pronged approach utilizing two technologies, each with the potential to provide a valid lung cancer screening method at the molecular level: the microsatellite technology, which is the basis for Cangen’s Bladder Cancer MSA Assay currently under development, and a method based on mass spectrometry. A. Cangen’s MSA Lung Cancer Assay Cangen’s MSA Lung Cancer Assay is a non-invasive, highly accurate and objective diagnostic method that may be able to detect cancer many months before lung cancer symptoms appear. Based on Cangen’s experience with this technology, we believe that it has the potential to exhibit high sensitivity, specificity and accuracy. The lung cancer assay uses a technology known as microsatellite DNA analysis (MSA). Microsatellites, also known as short tandem repeats, are repeating units of one to six nucleotides (e.g. CACACACA) found throughout human chromosomes. These repeating regions are frequently mutated in tumors, either through deletions or by an extension of the number of repeats. For screening for recurrent lung cancer, DNA can be easily extracted from cells that are normally present in urine, and compared to DNA sequences of unaffected cells, such as lymphocytes, from the same patients. Early studies have shown this non-invasive analysis can have over 90 percent accuracy. The microsatellite technology and DNA markers used in Cangen’s assay was developed by and licensed from Johns Hopkins University for worldwide use. Molecular detection techniques make it possible to detect circulating aberrant DNA due to its high sensitivity and specificity. In 1996, LOH and microsatellite instability (MSA) were found in both the primary tumors and the plasma and serum of patients with lung cancer. 34, 35 Cangen is evaluating the use of 9 markers to identify and characterize tumor DNA in the plasma of lung cancer patients using its microsatellite instability assay. 32 Bach PB, Kelley MJ, Tate RC, McCrory DC. 2003. Screening for lung cancer. Health Outcomes Research Group. Chest 123,1, p 72. 33 Chan KCA, Lo YMD. 2002. Circulating nucleic acids as a tumor marker. Histol Histopathol 17, 937-43. 34 Chen XQ, Stroun M, Magnenat JL et al. 1996. Microsatellite alterations in plasma DNA of small cell lung cancer patients. Nat Med 2, 1033-5. 35 Beau-Faller M, Gaub MP, Schneider A, Ducrocq X, Massard G, Gasser B, Chenard MP,Kessler R, Anker P, Stroun M, Weitzenblum E, Pauli G, Wihlm JM, Quoix E, Oudet P. 2003. Plasma DNA microsatellite panel as sensitive and tumor-specific marker in lung cancer patients. Intl J Cancer: 105, 36170. Page 24 of 103 CONFIDENTIAL 2007 Business Plan Project Status Cangen’s current focus is on the confirmation and preliminary validation of the performance of the assay using well-defined clinical samples that are processed to differentially enrich for, and analyze, circulating cancer cells and cancer DNA. We are currently optimizing the existing nine marker lung cancer-based assay that is designed to detect loss of heterozygosity (LOH) in DNA taken from lung cancer samples. This project, which Cangen is doing in collaboration with Olympus Corporation, is being carried out at Commonwealth Biotechnologies Inc (CBI) in Richmond Virginia. This project phase should be completed by Q3/4 07. This will be followed by the testing of normal and test samples from the same subject in order to identify the parameters for determining whether or not there has been a loss of heterozygosity. Cangen intends to submit a pre-IDE meeting request to the FDA in Q108 and has already developed a protocol for a validation study to be conducted in the United States beginning in Q208. This will allow Cangen to file a 510(k) application to the FDA in 3Q09, with anticipated commercial availability in 1Q 2010. B. Cangen’s Lung Cancer Mass Spectrometry-Based Biomarker Analysis Mass spectrometry-based analysis attempts to detect particular forms of cancer by indicating the presence of specific biomarkers in blood by comparing samples from people with and without lung cancer. Prior to subjecting the samples to mass spectrometry, each is purified using a filtration system developed in conjunction with Dai Nippon Printing. This filtration system serves to reduce the presence of “background” peaks in a sample’s mass spectra. Subsequent analysis of these mass spectra results, utilizing Cangen’s proprietary bioinformatic and other statistical algorithms, allows one to detect certain protein patterns which we believe will serve as a prediction model for lung cancer. Project Status In clinical testing completed in 2006, a peak was identified that appears to be consistent with the presence of lung cancer with a specificity of approximately 90% and a sensitivity of approximately 75%. 36 This work continues and an update will be provided by Q208. 36 Cangen-generated Data. Available under confidential disclosure. CONFIDENTIAL Page 25 of 103 2007 Business Plan Competition To Cangen’s knowledge, there is at least one, and probably more, lung cancer screening assays in development. An updated assessment of the competitive landscape is presently underway and will be ready by the end of Q207. Intellectual Property The bladder and lung diagnostic assays are protected by a patent estate covering use and related methods. An exclusive worldwide licensing agreement with Johns Hopkins provides Cangen with access to the use of technology for detecting the presence of neoplasia in bladder cells found in the urine, and for the detection of neoplasia in other cancer types in human samples, including lung, and head and neck cancer. Three patents have issued securing the use of microsatellite technology applied to detection of cancer. The licensed patent estate covers the detection of cancer by analysis of microsatellite DNA sequences (5,935,787) and to the methods of detecting cancer from patient samples (6,291,163). These patents are exclusively licensed for worldwide markets to Cangen from Johns Hopkins and are described in Appendix 1. Commercialization Cangen believes there is a significant market potential for a screening method that could be used to detect lung cancer at an early stage. Updated market projections are underway and will be provided by the end of Q307. Commercialization of a diagnostic product requires significant resources and infrastructure. Understanding the necessity to build credibility in this market and in order to meet these demands, Cangen has identified external partners with excellent reputations and specific expertise in critical areas including manufacturing, distribution, sales and marketing. This approach will provide Cangen with more immediate access to the market, and product performance will build brand and company recognition which will be invaluable to the commercialization of future products. In order to achieve the desired market penetration for lung cancer testing, Cangen intends to develop an assay kit (marketed as MSA Assays) which contains the necessary reagents to perform the assay at hospitals and testing labs. Cangen expects to receive FDA market clearance for the MSA Lung Cancer Assay in Q1 2010. Commercialization of the product will be as quickly thereafter as possible and includes multiple activities in the following areas: Manufacturing, Marketing Strategy, Distribution, and Sales. Each of these activities will be completed in sufficient time to minimize the time to market. A complete marketing plan is in development (see Marketing Strategy section) and further details will be provided as we get closer to commercialization. Page 26 of 103 CONFIDENTIAL 2007 Business Plan Chemosensitivity Description The National Cancer Institute defines chemosensitivity as the susceptibility of tumor cells to the cell-killing effects of anti-cancer drugs. The ability to predict the chemosensitivity of individual patients to particular chemotherapies may provide an opportunity to improve the efficacy of cancer chemotherapy. One approach is to understand the genes that determine the chemosensitivity of cancer cells. Numerous attempts have been made to predict the chemosensitivity of cancers using genome-wide expression profile analyses, such as cDNA microarray and single nucleotide polymorphisms. These genes can be used as markers to predict chemosensitivity; moreover, some of these genes may directly determine the chemosensitivity of cancer cells. 37 The goal of chemosensitivity testing is to determine the response of a patient's cancer cells to proposed chemotherapy agents. Knowing which chemotherapy agents the patient's cancer cells are resistant to is important, as it could spare patient exposure to the toxicity of ineffective agents. In addition, chemosensitivity assays could predict tumor cell sensitivity, that is, determining which agent would be most effective. Choosing the most effective agent can help patients avoid the physical, emotional, and financial costs of failed chemotherapy and experience an improved quality of life. 38 Chemotherapy Treatment For many forms of cancer, physicians have little insight into the efficacy of a particular chemotherapy regime to treat that cancer. For example, of the four chemotherapy regimens for non-small cell lung cancer commonly referred to as “first line” therapies, none shows efficacy on more than 20% to 25% of patients for whom the therapy is administered. 39 As a result of the low response rate, the lives of lung cancer patients are extended only seven to nine months on average from the time of diagnosis. However, for patients who respond to one of these therapies, survival is extended to approximately two years. Each of these “first line” lung cancer chemotherapies is sufficiently toxic that patients typically cannot tolerate more than two cycles of treatment, further underlining the positive effects of prescribing an effective treatment in the first instance. The ability to predict the response of patients to particular chemotherapy regimes prior to administering the therapy may represent an important advance in the management of cancer therapy by selecting optimal therapy initially while avoiding, to the greatest extent possible, the toxic side effects of ineffective therapies. 37 Nakatsu N, Yoshida Y, Yamazaki K, Nakamura T, Dan S, Fukui Y, Yamori T. 2005. Chemosensitivity profile of cancer cell lines and identification of genes determining chemosensitivity by an integrated bioinformatical approach using cDNA arrays. Mol Cancer Ther. 2005;4:399-412. 38 The Cancer Forums. 2006. 39 Article. 200X. New England Jlof Med. CONFIDENTIAL Page 27 of 103 2007 Business Plan Chemosensitivity Market Use of pharmacogenomics to select patients most likely to benefit from treatment may have a number of benefits in at least two areas: disease management and clinical trial costs. First, the ability to predict the response of patients to particular chemotherapy regimes prior to administering the therapy would represent an important advance in the management of cancer therapy. By selecting optimal therapy initially, one would be able to avoid, to the greatest extent possible, the toxic side effects of ineffective therapies. Secondly, the size and cost of clinical trials may be significantly reduced since fewer subjects would be needed in treatment and control arms to establish statistical significance. Patients likely to tolerate a drug’s side effects could be pre-selected, potentially allowing drugs that might be toxic to some patients to reach the market, if accompanied by a diagnostic to identify those patients at risk. 40 An updated assessment of the chemosensitivity market opportunity is currently underway and is expected by 3Q 2007. Chemosensitivity Assay Cangen’s chemosensitivity assays are based on mass spectrometry technology. Cancer patient samples are subjected to mass spectrometry analysis. The results of this mass spectrometry-based analysis suggests the ability to identify biomarker-expression patterns that correlate to a patient’s response to a particular regimen of chemotherapy, that is, in predicting the sensitivity of individual patients to chemotherapy treatments by identifying the presence or absence of certain candidate biomarkers. Cangen’s data suggests that this chemosensitivity assay has the potential to provide information critical to predicting therapeutic efficacy of a therapeutic for a particular patient. 41 Competition At present, chemosensitivity testing is only performed by approximately 16 CLIA labs in the US, using “home-brew” reagents and protocols that are not FDA-approved. However, for each of these products, testing is conducted on human tissue, and for any test, there must be a biopsy of the tissue in question. This puts significant practical and financial limitations on the utility of these tests. Cangen believes its biomarker-based chemosensitivity assay which uses blood and/or serum samples, may offer significant advantages; both a more practical approach and more meaningful test results. An updated assessment of the competitive landscape is presently underway and will be ready by the end of Q2 2007. 40 41 Reference Cangen-generated data. Available under confidentiality. Page 28 of 103 CONFIDENTIAL 2007 Business Plan Intellectual Property Cangen is establishing a strong patent portfolio around the chemosensitivity technology. More details will be available by Q3 2007. Project Status Preclinical research to date has yielded two key results. First, Cangen has identified biomarker-expression patterns that appear to indicate whether or not a patient is likely to respond to a particular form of chemotherapy. Second, we have discovered biomarkerexpression patterns that appear to correlate to a lack of response to a given chemotherapy regimen. 42 Further work continues in this area. Therapeutic Products Cangen believes that we are uniquely positioned to benefit from the licensing and development of selected cancer therapies that complement our own research and technologies. Cangen actively seeks out therapeutic treatments that we believe would benefit from our expertise and which may be able to find a significant market. Cangen is working with Fuji Film to develop a drug delivery system with unique characteristics which we believe meets these criteria and has the potential to offer considerable benefit to patients. Drug Delivery System for the Treatment of Head and Neck Cancer In current clinical practice, chemotherapeutic drugs are usually delivered intravenously, resulting in toxic levels of drug concentrations throughout the body. A transdermal drug delivery system, that is, a drug that is delivered through the skin, would allow a specific area of the body to be treated, thus potentially reducing total patient exposure to toxic chemotherapies and the associated debilitating side effects. Cangen is collaborating with Fuji Film to develop a recombinant human gelatin-based transdermal drug delivery system with this specific objective. Head and Neck Cancer Head and neck cancer accounts for approximately 3-5% of all cancers in the United States and about 90% of these are comprised of squamous cell carcinomas. 43 There were approximately 40,490 cases of head and neck cancer diagnosed in 2006. 44 Worldwide incidence is reported to be greater than half a million cases per year. Head and neck cancer is more common in men and in people over the age of 50 years. Tobacco and alcohol use are the most important risk factors, particularly for cancers of the oral cavity, oropharynx, hypopharynx and larynx. Other risk factors include sun exposure, radiation, and environmental exposures. 42 Cangen-generated data. Available under confidentiality. Retrieved from http://www.jamesline.com/cancertypes/headneck/about/ 44 Cangen internal document 2007. 43 CONFIDENTIAL Page 29 of 103 2007 Business Plan Diagnosis and Treatment of Head and Neck Cancer Symptoms usually trigger a visit to a physician and may include a lump or sore that does not go away, difficulty swallowing, a sore throat or hoarse voice. The physician will evaluate one’s medical history, perform a physical examination and will order certain diagnostic tests, which vary depending on the symptoms presented. These tests can include endoscopy, clinical assays, x-rays, computer-aided tomography (CAT) scans, positive emission tomography (PET) scans, and magnetic resonance imaging (MRI). Diagnosis is usually made by a team of specialists, depending on the type and stage of cancer. Treatment also depends on the type and stage of cancer and includes surgery, radiation therapy and chemotherapy, often in combination 45 In current clinical practice, chemotherapeutic drugs are usually delivered intravenously, generally resulting in toxic levels of drug concentrations throughout the body. There is a need for a targeted therapy that would optimize cancer treatment and minimize overall patient exposure. Cangen’s Drug Delivery System for the Treatment of Head and Neck Cancer Cangen is collaborating with Fuji Film to develop a recombinant human gelatin-based transdermal drug delivery system. It is anticipated that a drug delivery system based on a chemotherapy/gelatin matrix would be able to deliver higher concentrations of drug to targeted areas without raising overall levels in the body to toxic levels, thereby enhancing chemotherapy regimes and improving the overall health of the patient. A transdermal drug delivery system, presently in development for the treatment of head and neck cancer, would allow one to target the specific area to be treated, minimizing patient exposure to the potentially toxic chemotherapy. Vital to the success of any gelatin-based drug delivery system is the ability to develop appropriate cross-linkages, or structural characteristics, and with it the ability to disperse the chemotherapeutic agent uniformly within the gelatin matrix. Fuji Film has developed a unique way of synthesizing and producing human gelatin through recombinant DNA technology in a yeast enzyme-based production system, which we believe represents a technological advantage over other chemical production methods. 46 Competition Specific targeting of chemotherapy has been attempted by several companies using various drug delivery systems that employ various methods of delivering drugs through a localized medium. An updated examination of the competitive landscape is currently underway and will be completed by 2Q 2007. 45 46 Retrieved from http://www.cancer.gov/cancertopics/pdq/adulttreatment Cangen internal document. 2006. Available under confidentiality. Page 30 of 103 CONFIDENTIAL 2007 Business Plan Commercial Opportunity Initial efforts in this area will focus on cancers of the head and neck using commonly used FDA-approved therapeutics, like 5-fluorouracil (5-FU) and Paclitaxel. Cangen believes that developing alternative methods to deliver already proven chemotherapeutic agents more effectively minimizes the development risk for Cangen’s drug delivery system and may facilitate a more aggressive regulatory submission timeline. Cangen and Fuji Film expect that a drug delivery system based on this chemotherapy/gelatin matrix would be able to deliver higher concentrations of medication to targeted areas without raising overall levels in the body to toxic levels, thereby enhancing chemotherapy regimes and improving the overall health of the patient. Cangen believes that the human gelatin drug delivery system will serve as a platform and thus may be able to be adapted to treat other cancer types as well. An updated examination of the market opportunity for this technology is currently underway and will be completed by 3Q 2007. Intellectual Property Cangen is establishing a strong patent portfolio around the recombinant human gelatinbased drug delivery system platform, upon which rhG-5-FU is based. More details will be available by 3Q 2007. Project Status Preclinical studies are underway, including pharmacokinetic, efficacy and a number of other studies. Results of these studies will be used to support an IND so that a phase IIa clinical study can be conducted. 47 47 Cangen internal document. 2006 CONFIDENTIAL Page 31 of 103 2007 Business Plan Portfolio Strategy Cangen will continue to differentiate itself from the competition by maintaining a balance in our product portfolio between diagnostic and therapeutic products. We will also continue to maintain and aggressively seek collaborations with leaders in the industrial and academic fields. Our portfolio strategy involves managing the mix of product development projects so that it conforms to various strategies for technologies, markets, and business segments. Strategically we balance portfolio management by the business segment, R&D focus, and long versus short term impact to our business. While bladder cancer kits will be the first to reach the market in early 2008, we are currently focusing on our lung cancer project targeting commercialization by 2010. While developing a balanced product portfolio mix, Cangen is also balancing the use of capital, assets, and capabilities among our different pipelines taking external factors into consideration. Since bladder and lung cancer represent the best short-term market opportunities, we are planning to leverage our technology to address opportunities in other segments such as liver cancer diagnostic and therapeutic products, which will offer us the opportunity to expand globally. Since lung cancer represents the largest potential global market we plan to seek regulatory approval for our products in the US, Japan, Korea and Europe. By taking the strategic approach of outsourcing key functions such as manufacturing and sales, Cangen can focus on our key competencies including R&D and the development of strategic alliances. We will manage and control such vital functions as product development, marketing strategy and research. Cangen already currently in the final phases of negotiation for manufacturing of our MSA kits with Roche Diagnostics, a leader in molecular technology. We are also in discussions with several companies with specific expertise in related areas. This strategic approach will allow Cangen to commercialize products in the most expedient manner giving us the greatest potential revenue potential and allowing us to focus on our core competency of R&D and product development. Page 32 of 103 CONFIDENTIAL 2007 Business Plan Intellectual Property Summary Cangen seeks to procure patent protection for its anticipated products and obtain such protection from the relevant patents owned by Cangen licensors. To date we have applied for six US patents, and obtained licenses for 7 issued and 5 pending US patents for which 24 additional foreign patents have either been issued, are pending or are in review. Cangen has jointly applied, or is in the process of applying, for eleven US patents and foreign patents. Combined, these patents and pending patent applications contain claims directed to, among other things, compounds, compositions, methods of use and/or methods of manufacturing. The following is a summary of Cangen’s intellectual property rights. MSA Assay The bladder and lung MSA diagnostic assays are protected by a patent estate covering use and related methods. An exclusive worldwide licensing agreement with Johns Hopkins provides Cangen with access to certain DNA markers and for the use of MSA technology for detecting the presence of neoplasia in bladder cells found in the urine, and for the use of MSA for the detection of neoplasia in other cancer types in human samples, including lung, and head and neck cancer. Three patents have issued securing the use of microsatellite technology applied to detection of cancer of the urinary tract, including bladder cancer. The licensed patent estate covers the detection of cancer by analysis of microsatellite DNA sequences (5935787) and to the methods of detecting cancer from patient samples (6291163). These patents are exclusively licensed for worldwide markets to Cangen from Johns Hopkins and are described below. Mass Spectrometry-based Biomarker Analysis Cangen owns one US patent pending and jointly holds four US pending patents with Dai Nippon Printing Company, relating to the method of analyzing mass spectrometry patterns to predicting lung cancer. In addition, we hold one U.S. pending patent for analyzing mass spectrometry peaks to predict responses to chemotherapy treatment. Pivotal Patents summarized below. A summary of patents is attached. Description Area Patent Number 1 Early detection of cancer by analysis of nucleic acids in sputum or 2 saliva. Detection of cancer by analysis of microsatellite DNA sequences 3 U.S. 5,561,041 U.S. 5,726,019 U.S. 6,235,470 4 U.S. 5,935,787 5 U.S. 6,497,234 U.S. 6,291,163 6 Detection of hypermutable nucleic acid sequence in tissue. Early detection of cancer by analysis of microsatellite DNA sequences Figure 3: Pivotal Patents CONFIDENTIAL Page 33 of 103 2007 Business Plan Government Regulation Regulation by governmental authorities in the U.S. and other countries is a significant factor in the manufacture and marketing of our products and in ongoing research and product development activities. All of our products require regulatory approval by governmental agencies prior to commercialization. Our products are subject to rigorous preclinical and clinical testing and other premarket approval requirements by the FDA and regulatory authorities in other countries. Various statutes and regulations also govern or influence the manufacturing, safety, labelling, storage, record keeping and marketing of such products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable statutes and regulations, require the expenditure of substantial resources. U.S. Regulatory Approval Overview In the United States, testing of diagnostic and pharmaceutical products is regulated by the FDA under the Food, Drug, and Cosmetic Act, as well as state and local government authorities. Our product candidates are in various stages of testing and none has been approved. In order to receive FDA approval, we are required to follow certain steps. These steps depend on the classification of the product being tested. All of the products we are currently testing have been classified as either an in vitro diagnostic product, or a drug or drug-delivery system under the FDA guidelines. In Vitro Diagnostic Products All of our diagnostic products are classified by the FDA as in vitro diagnostic products, which are reagents, instruments, and systems intended for use in diagnosis of disease or other conditions. In vitro diagnostic products are regulated as medical devices under the 1976 Medical Device Amendments to the Food, Drug and Cosmetic Act administered by the FDA. In vitro diagnostic products are classified into one of three classes by the FDA (Class I, Class II or Class III, in ascending order), depending on the level of regulatory control that is necessary to assure the safety and effectiveness of the device in question. In order to obtain FDA approval for our diagnostic products, we are required to submit to the FDA a 510(k) pre-market notification form or a pre-market approval application, or PMA. To date, we have not received market clearance from the FDA for any of our products. We are currently developing additional diagnostic products that the FDA will have to clear through the 510(k) notification procedures. These new test products are crucial for our success in the human diagnostic market. If we do not receive 510(k) clearance for a particular product, we will not be able to market that product in the United States. Page 34 of 103 CONFIDENTIAL 2007 Business Plan The steps required for FDA approval of a medical device are generally as follows: voluntary filing of a Pre-IDE submission; for non-IDE exempt devices, submission of an IDE application, which must be approved prior to beginning clinical trials in the United States; an adequate and well-controlled validation study to establish the safety and efficacy of the product candidate for each indication for which approval is sought; submission to the FDA of a 510(k) or a PMA application; development of a GMP-compliant system for the design, manufacture, packaging, labeling, storage, installation, and servicing of finished medical devices intended for commercial distribution in the United States, as well as registration and listing of the device; and FDA review and approval of the 510(k) or PMA. The testing and approval process requires substantial time, effort, and financial resources. We cannot be certain that any approval will be granted on a timely basis, or at all. The IDE Process: Generally, our in vitro diagnostic products are exempt from the IDE process. Validation Study: After initial research to create and develop the technology for a diagnostic product are completed, clinical trials are designed and conducted on a sufficiently broad scale to test initial research results and determine the accuracy and efficacy of the product. Results are generally tested against results from an approved device. 510(k) or PMA submission: If clinical trials are successful, the next step in the regulatory approval process is the preparation and submission of a 510(k) or PMA application to the FDA. For Class I, Class II and some Class III in vitro diagnostic products, a 510(k) application is required to be submitted to the FDA at least 90 days before marketing commences. A 510(k) is a pre-marketing submission made to the FDA to demonstrate that the device to be marketed is as safe and effective by way of being substantially equivalent to an already-approved device that is not subject to pre-market approval. Applicants must compare their 510(k) device to one or more similar devices currently on the U.S. market and make and support their substantial equivalency claims. A determination by the FDA is usually made within 90 days based on the information submitted by the applicant. The FDA must issue a written order finding “substantial equivalence” before a company can market a medical device. Devices approved under 510(k) applications may be marketed, but must be used in conjunction with an existing FDA-approved device. Most Class III in vitro diagnostic products require an application for a PMA. For in vitro diagnostic products, the safety of the device relates to the impact of the device's performance, and in particular on the impact of false negative and false positive results, on patient health since the safety of the device is not generally related to contact between CONFIDENTIAL Page 35 of 103 2007 Business Plan the device and patient. In our case, this would apply to our diagnostics being used for screening of cancer in high risk persons. This requires an in-depth review and approval by the FDA (as opposed to a determination of substantial equivalence). The process takes a minimum of 180 days to complete after submission of the PMA application, but if there are unaddressed scientific issues, the review scientists can ask for additional information and put the submission temporarily on hold. Devices approved through a PMA can be marketed and can be used without any other device. For this reason, we intend to eventually submit certain of our products approved through a 510(k) submission using a PMA. GMP Compliant Systems: The 1976 Medical Device Amendment also requires us to manufacture our products in accordance with GMP guidelines. Current GMP requirements are set forth in the Quality System Regulation of the FDA. These requirements regulate the methods used in, and the facilities and controls used for, the design, manufacture, packaging, storage, installation and servicing of medical devices intended for human use. In addition, various state regulatory agencies may regulate the manufacture of such products. The FDA’s policies may change and additional government regulations may be promulgated which could prevent or delay regulatory approval of our products. Moreover, increased attention to the containment of health care costs in the United States and in foreign markets could result in new government regulations that could have a material adverse effect on our business. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad. Drugs Our therapeutic products are classified as drugs by the FDA. Before our therapeutic products may be marketed in the United States, they must be approved by the FDA. The steps required before a drug can be approved generally involve the following: pre-clinical laboratory and animal tests; submission of an IND application, which allows us to ship our therapeutic products to clinical investigators in the United States and must become effective before clinical trials may begin in the United States; adequate and well-controlled human clinical trials to establish the safety and efficacy of the product candidate for each indication for which approval is sought; submission to the FDA of a new drug application, or development of manufacturing processes which conform to FDAmandated GMPs and satisfactory completion of an FDA FDA review and approval of an NDA The testing and approval process requires substantial time, effort, and financial resources. We cannot be certain that any approval will be granted on a timely basis, or at all. Page 36 of 103 CONFIDENTIAL 2007 Business Plan IND Process: An IND application must be effective to administer an investigational drug to humans. Prior to initiation of each clinical study, an independent IRB at the medical site proposing to conduct the clinical trials must review and approve the study protocol and study subjects must provide informed consent. Clinical Trials: Human clinical trials are typically conducted in three sequential phases that may overlap: Phase I: The drug is initially introduced into human subjects or patients and tested for safety, dosage tolerance, absorption, distribution, excretion and metabolism. Phase II: The drug is introduced into a limited patient population to assess the efficacy of the drug in specific, targeted indications assess dosage tolerance and optimal dosage, and identify possible adverse effects and safety risks. Phase III: The drug is introduced into an expanded patient population at geographically dispersed clinical study sites to further evaluate clinical efficacy and safety. We cannot be certain that we will successfully complete Phase I, Phase II or Phase III testing of our drug candidates within any specific time period, if at all. The FDA and the IRB at each institution at which a clinical trial is being performed may suspend a clinical trial at any time for various reasons, including a belief that the subjects are being exposed to an unacceptable health risk. The NDA: If clinical trials are successful, the next step in the drug regulatory approval process is the preparation and submission to the FDA of an NDA. The NDA is the vehicle through which drug sponsors formally propose that the FDA approve a new pharmaceutical product for marketing and sale in the United States. The NDA must contain a description of the manufacturing process and quality control methods, as well as results of pre-clinical tests, toxicology studies and clinical trials and proposed labeling, among other things. A substantial user fee must also be paid with the NDA. The FDA may refer the NDA to an advisory committee for review, evaluation and recommendation as to whether the application should be approved, but the FDA is not bound by the committee’s recommendation. The FDA may deny or delay approval of applications that do not meet applicable regulatory criteria or if the FDA determines that the clinical data do not adequately establish the safety and efficacy of the drug Accelerated Approval: In addition to the standard progression of phases and NDA application as outlines above, in special cases, the FDA has made approvals on an accelerated basis following Phase II trials. This type of approval is reserved for cases where there is no available treatment for a particular medical condition and an urgent need exists for one. We are considering whether to submit DDS for this type of accelerated approval, pending successful current trials and discussions with FDA . CONFIDENTIAL Page 37 of 103 2007 Business Plan Manufacturing and Other Requirements: Both before and after approval, we and our third-party manufacturers are required to comply with a number of requirements. For example, certain changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims are subject to additional FDA review and approval. Advertising and other promotional material must comply with FDA requirements and established requirements applicable to drug samples. The NDA holders and manufacturers of approved products will be subject to continual review and periodic inspections by the FDA and other authorities where applicable, and must comply with ongoing requirements, including the FDA’s GMP requirements. Because we intend to contract with third parties for manufacturing of our products, our ability to control thirdparty compliance with FDA requirements will be limited to contractual remedies and rights of inspection. The FDA’s policies may change and additional government regulations may be promulgated which could prevent or delay regulatory approval of our products. Moreover, increased attention to the containment of health care costs in the United States and in foreign markets could result in new government regulations that could have a material adverse effect on our business. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad. We are also subject to various laws and regulations regarding laboratory practices, the experimental use of animals and the use and disposal of hazardous or potentially hazardous substances in connection with our research. EU Regulatory Approval Similar to the U.S. regulatory framework, the various phases of research are subject to significant regulatory controls within the European Union. Variations among national regimes exist. However, most jurisdictions require regulatory and institutional review board approval of interventional clinical trials. Most European regulators also require the submission of adverse event reports during a study and a copy of the final study report. Where possible, we will strive to choose the European regulatory filing route that will most rapidly enable us to obtain the needed regulatory approvals. However, the chosen regulatory strategy may not secure regulatory approvals or approvals of the chosen product indications. In addition, these approvals, if obtained, may take longer than anticipated. Other Regulatory Approval We will have to complete approval processes, similar or related to the U.S. approval processes, in virtually every foreign market for our products in order to conduct research and to commercialize our drug candidates in those countries. The approval procedures and the time required for approvals vary from country to country and may involve additional testing. Foreign approvals may not be granted on a timely basis, or at all. In Page 38 of 103 CONFIDENTIAL 2007 Business Plan addition, regulatory approval of prices is required in most countries other than the United States. We face the risk that the resulting prices would be insufficient to generate an acceptable return to us or our collaborators. Other Regulatory Matters In the United States, our manufacturing, sales, promotion, and other activities following any product approval are subject to regulation by regulatory authorities in addition to the FDA, including the Federal Trade Commission, the Department of Justice, the Centers for Medicare & Medicaid Services, other divisions of the Department of Health and Human Services, and state and local governments. Among other laws and requirements, our sales, marketing and scientific/educational programs will need to comply with the anti-kickback provisions of the Social Security Act, the False Claims Act and similar state laws. Our pricing and rebate programs will need to comply with pricing and reimbursement rules, including the Medicaid rebate requirements of the Omnibus Budget Reconciliation Act of 1990. If products are made available to authorized users of the Federal Supply Schedule of the General Services Administration, additional laws and requirements apply. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws. Finally, certain jurisdictions have other trade regulations from time to time to which our business is subject such as technology or environmental export controls and political trade embargoes. CONFIDENTIAL Page 39 of 103 2007 Business Plan Marketing Strategy The key objective for Cangen at our current state of development is to commercialize our technologies for the benefit of patients and Cangen investors. Ideally a commercialization approach and marketing strategy would be similar for all of the products in Cangen’s pipeline. However, management is also aware of the need to generate revenue and profitability as quickly as possible to provide a return on investment as well as sustainable revenue for future R&D activities. Additionally, Cangen will need to develop a brand and name recognition in the market with their first commercial product. Therefore future products may follow a different commercialization and marketing strategy in order to maximize profitability and build core competencies for the company. Our first product to be commercialized is our MSA for detection of bladder cancer. For the purposes of this business plan the marketing strategy and commercialization approach will be discussed specifically for this product. It should be noted that a comprehensive marketing plan is in development for MSA Bladder Assay and will be completed by Q3 2007 subsequent to resolving the critical success factors listed below. MSA Bladder Pre-Launch The core element of the marketing strategy for our MSA bladder cancer diagnostic product is to utilize companies and partners on an outsource basis in order to build brand and company recognition as well as to generate revenue. Cangen has sought out companies and partners that have established relationships with our potential customers in order to build a reputation (branding) in this market. There is an inherent cost associated with this type of marketing strategy which could potentially cost the company as much as 20-30% of our net revenue. However, this approach will allow Cangen a more immediate access to the customer base while product performance will build brand and company recognition which will be invaluable to the commercialization of future products. It is currently estimated that Cangen will receive FDA marketing clearance for our MSA bladder cancer diagnostic product in early 2008. Commercialization of the product will be as quickly thereafter as possible given that several critical success factors are addressed prior to FDA approval. These critical success factors are as follows: 1. Determination of manufacturing costs Current negotiations are occurring with Roche for the manufacture of our MSA bladder cancer diagnostic kit. 2. Completion of obtaining reimbursement We have contracted with Reimbursement Principles, Inc., to confirm our reimbursement strategy and level from Medicare/Medicaid and Private Insurance. We should have the final report by the end of Q2 2007. 3. Development of a Pricing Strategy We have contracted with Northstar Consulting, Inc., to conduct a series of 3 focus groups consisting of urologists and laboratorians. The objectives are to obtain pricing Page 40 of 103 CONFIDENTIAL 2007 Business Plan sensitivity data and driver analysis (decision making process). These are currently being scheduled to be completed by the end of Q3 2007. 4. Product Positioning This will also be addressed in the marketing plan for this product but specifics to be considered are not only competitive positioning but also replacement of current practice. 5. Product Promotion and Public Relations There are many activities which will be included in the marketing plan for product promotion and public relations. Initial steps have already been taken for participation in trade shows and preparation for publication of clinical trial data. See below. 6. Sales Finalize an agreement with a sales organization or equivalent that meets our specific requirements. See below. 7. Distribution Finalize procedures for packaging, order entry and shipping. See schematic below. Each of these is currently being addressed and management believes each will have resolution prior to commercialization. Promotion and Communication Strategy Publish Clinical Data The most important tactical accomplishment that Cangen must achieve at this point is to publish clinical data associated with the research and development of the company’s technology. In short, we are in the middle of preparing manuscripts and abstracts regarding the clinical trials and deploy initiatives to have them peer reviewed and presented to the medical community. Medical journals that will be targeted include Journal of the American Medical Association, The Lancet Oncology, Clinical Chemistry, American Journal of Pathology, Urology, Urology & Oncology, Cancer New England Journal of Medicine, Journal of Clinical Oncology, Annals of Oncology, American Journal of Cancer, Anticancer Research, and Cancer Causes & Control. The clinical data will be presented in abstract form to medical associations, with the intention of formally presenting the data at high profile medical meetings, including: American Society of Clinical Oncology. American Society of Hematology, American Urological Society, American Association for Cancer Research, Society of General Internal Medicine, American Association for Clinical Chemistry, Federation of European Cancer Societies, European Association for Cancer Research, European Oncology Nursing Society, European Organization for Research and Treatment of Cancer. CONFIDENTIAL Page 41 of 103 2007 Business Plan Pricing Strategy Reimbursement Strategy – CPT code establishment Based on the currently available CPT (Common Procedural Technologies) codes which are used by Medicare/Medicaid and Private Payors to reimburse suppliers of medical care, the following is the reimbursement scenario that Reimbursement Principles, Inc., is confirming. Should we receive confirmation that this will be the accepted reimbursement level, our pricing, positioning, profitability, etc., will need to be reevaluated. MSA Bladder Blood Sample 83890 Molecular isolation or extraction 83896 Molecular diagnostics; nucleic acid probe, each Molecular diagnostics; amplification of patient nucleic acid, 83898 each nucleic acid sequence Molecular diagnostics; amplification of patient nucleic acid, 83900 multiplex, first two nucleic acid sequences Molecular diagnostics; amplification of patient nucleic acid, multiplex, each additional nucleic acid sequence 83901 (List separately in addition to code for primary procedure) Molecular Diagnostics; Signal Amplification of 83908 Patient Nucleic Acid, Each Nucleic Acid Molecular diagnostics; separation and identification 83909 by high resolution technique (eg, capillary electrophoresis) 83912 Molecular diagnostics; interpretation and report MSA Bladder Urine Sample 83890 Molecular isolation or extraction 83896 Molecular diagnostics; nucleic acid probe, each Molecular diagnostics; amplification of patient nucleic acid, 83898 each nucleic acid sequence Molecular diagnostics; amplification of patient nucleic acid, 83900 multiplex, first two nucleic acid sequences Molecular diagnostics; amplification of patient nucleic acid, multiplex, each additional nucleic acid sequence 83901 (List separately in addition to code for primary procedure) Molecular Diagnostics; Signal Amplification of 83908 Patient Nucleic Acid, Each Nucleic Acid Molecular diagnostics; separation and identification 83909 by high resolution technique (eg, capillary electrophoresis) 83912 Molecular diagnostics; interpretation and report $7.57 $7.57 Blood 1 15 $7.57 $113.55 $23.42 4 $93.68 $63.30 1 $63.30 $31.65 3 $94.95 $31.65 4 $126.60 $31.65 $7.57 1 1 $31.65 $7.57 $538.87 $7.57 $7.57 Urine 1 15 $7.57 $113.55 $23.42 4 $93.68 $63.30 1 $63.30 $31.65 3 $94.95 $31.65 4 $126.60 $31.65 $7.57 1 1 $31.65 $7.57 $538.87 TOTAL $1,077.74 Figure 4: Reimbursement Using Existing CPT Codes Once our pricing sensitivity research is completed through a series of focus groups to be conducted this summer, calculations can be completed related to cost of goods, marketing costs, etc. The list price and estimated average selling price can be established thus allowing for a comprehensive economic analysis. Based on the market research report conducted by Quintiles and internal market intelligence, management has assumed a list price of $725 with an average selling of $650 per test. Page 42 of 103 CONFIDENTIAL 2007 Business Plan Sales and Distribution Strategy Sales Our initial strategy is to outsource to a US-based diagnostic marketing, sales and distribution organization. Our selling efforts will be focused on the specialist physician in the private practice (urologists), hospitals and major medical center laboratories, and reference laboratories (Quest, Labcorp, ARUP, etc.) in the US. We will utilize diagnostic marketing techniques, including sales reps calling on individual physicians and distributors, advertisement, professional symposia, direct mail, public relations, and other methods. These will be further described in the marketing plan in development. The criteria for selection of a sales and marketing partner are as follows: 1) 2) 3) 4) 5) 6) Ability to reach our audience Coverage, i.e. number of reps Reach to GPs, Urologists, and molecular labs Technically competent to represent our product(s) Ability to invoice our customers Ability to inventory our product(s) Among the potential partners that Cangen will evaluate are reference laboratories with dedicated sales organizations calling on physicians and laboratories selling their services, molecular diagnostic companies, and independent sales organizations. Distribution Roche Mfg Reimbursement Medicare/Medicaid Private Insurance (Germany) $ Kits $ Cangen $ $ $ Sales & Marketing Partner Customers Customers receive Results or Kits Partner Performs Tests or Ships Kits Royaltie • Orders for kits placed on Cangen • Kits inventoried by Partner $ Roche ABI JHU Figure 5: Ideal Distribution Scheme CONFIDENTIAL Page 43 of 103 2007 Business Plan MSA Bladder Assay Forecast Below are two charts which provide our current understanding of the market potential and anticipated penetration (adoption) of our MSA Bladder Assay (commercial product name; MSI Bladder Cancer Assay™). Just below this chart is a graphic representing estimated 5 year sales (based on a number of assumptions and currently known market intelligence). MSI Bladder Assay 900 35% 700 662 630 695 730 30% 30% 25% 600 20% 500 20% 400 15% 300 11% 200 10% 8% 100 % Penetration Number of Patients (Thousands) 800 766 5% 3% 0 0% 2008 2009 2010 2011 2012 Year Figure 6: Market Availability & Penetration Rate 5 Year Forecast $330.0 350 90% 0.88 88% Dollar USD (millions) 250 86% 0.86 $210.0 0.84 200 0.82 81% 150 79% 0.8 $79.1 100 50 0.9 0.78 0.76 $42.5 $16.0 0.74 0 0.72 2008 2009 2010 2011 2012 Year Figure 7: 5 Year Forecast & % Margin Page 44 of 103 CONFIDENTIAL % Margin 300 0.92 2007 Business Plan Corporate Management Team As of December 31, 2006, we had over 27 employees worldwide. The success of our business depends, in large part, on our continued ability to (i) attract and retain highly qualified management, scientific, manufacturing and sales and marketing personnel, (ii) successfully integrate some numbers of new employees into our corporate culture, and (iii) develop and maintain important relationships with leading research and medical institutions and key distributors. Competition for these types of personnel and relationships is intense. Among other benefits, we use stock options to attract and retain personnel. Management and Key Members Management The following table lists our directors, executive officers and senior advisors: Name Dr. Chulso Moon Lawrence J. Agulnick ................................. Takashi Chiba ............................................. Joseph Kim. ................................................ Cathy McDermott ....................................... Dana Thomas .............................................. Maxie Gorden ............................................. Ronald H. Surkin ........................................ Title Chief Executive Officer Chief of Staff Senior Vice President, Marketing & COO Senior Vice President; Finance & Corporate Treasurer Vice President, Regulatory and Clinical Affairs Vice President, Marketing Vice President General Counsel Dr. Chulso Moon Dr. Moon, is our founder as well as a Director and Chief Executive Officer, and is a tenure track Professor in the Department of Oncology, Otolaryngology and Head and Neck Surgery at The Johns Hopkins University School of Medicine. He received his M.D. from Seoul National University, School of Medicine and his Ph.D. in human genetics and molecular biology from Johns Hopkins University School of Medicine, and currently holds medical licenses in Korea and the United States. Following this, he completed a combined residency in internal medicine from Pitt County Memorial Hospital, University of North Carolina Systems and MD Anderson Cancer Center, Division of Medicine, then went on to complete a medical oncology and hematology fellowship and clinical training program at MD Anderson Cancer Center. Dr. Moon has also served as co-principal investigator of the ONXY-015 gene therapy program for advanced head/neck and lung cancer, the research for which is being conducted through the MD Anderson Cancer Center. In addition, Dr. Moon is a well-respected lecturer and author of numerous publications. Lawrence J. Agulnick Lawreance Agulnick is Chief of Staff for the Science Center, the world’s oldest and largest urban research park. In this role, he is responsible for government relations at the CONFIDENTIAL Page 45 of 103 2007 Business Plan local, state, federal and international levels as well as all areas of risk mitigation and human relations. He works on behalf of the Science Center to create and grow formal relationships with science parks and with the government of nations with strong life science and technology research communities. He also works as a member of the senior management team on issues spanning the spectrum of Science Center operations. Mr. Agulnick has spent the past 15 years guiding companies on management and HR issues. He serves as Chief Operating Officer, with responsibility for all U.S. operations of Gembridge, a UK-based consultancy. There, Mr. Agulnick directed the integration of management functions in connection with large “rollup” acquisitions in the public relations and publishing industries. He has served on the staff of United States Senator Robert Dole and has performed advance duties for the administrations of United States Presidents Ronald Reagan and George W. Bush. Mr. Agulnick serves on the Board of the Calcutta House established in 1987, helping those diagnosed with AIDS live life to the fullest by providing housing and other vital services. He also serves on the Board of the University City Keystone Innovation Zone providing a concentration of resources for supporting and growing life sciences companies, and on the Board of the Japan American Society of Greater Philadelphia. He is a member of the Institute of Translational Medicine and Therapeutics (ITMAT) and a member of the Council on Competitiveness (www.compete.org). Takashi Chiba Mr. Takashi Chiba is our Senior Vice President of Marketing. Mr. Chiba established the international consulting firm “Chiba International, L.L.C.” and has been engaged in advising American corporations doing business in Japan and/or doing business with Japanese corporations. Prior to this, Mr. Chiba served in various positions in Hitachi, Ltd. from 1958 to 1999, most recently as Director and senior representative of the Hitachi Corporate Office in Washington D.C. During the course of his career at Hitachi, he held professional, managerial and executive positions, mostly in international business divisions. He graduated from Hitotsubashi University with a bachelor degree in Social Science in 1958. Joseph Kim Mr. Joseph Kim is our Senior Vice President of Finance and Corporate Treasurer. Mr. Kim started his career at Lotte Group in Seoul Korea form in 1988 to 1997 as a senior financial analyst, marketing manager and director of strategic planning and development of international investment in Russia, China, Japan and Europe. Upon receiving his MBA degree from The Wharton School, University of Pennsylvania in 1999, he worked at McKinsey & Company as senior associate of management consulting from 1998 to 1999. Following this, he joined Honeywell International Inc., as senior finance manager for mergers and acquisitions, divestitures and corporate strategy, where he served from 1999 to 2004. Page 46 of 103 CONFIDENTIAL 2007 Business Plan Cathy McDermott Cathy McDermott is our Vice President of Regulatory and Clinical Affairs. She has extensive experience in drug development in the areas of Regulatory, Quality, and Clinical. She has been responsible for regulatory strategic drug development worldwide in the areas of HIV, Oncology, Cardiology, Cell Therapy, Therapeutic Biologics, Neurology, and Vaccines. She has successfully filed several NDAs and BLAs with FDA. She has worked in several pharmaceutical companies, CROs, and most recently as an independent consultant. She earned BS degrees in Biology and Nursing from Georgetown University in 1984, and a Masters in Public Health from Johns Hopkins University in 1995. Maxie Gorden Maxie Gorden serves as our Medical Officer. He is board certified in psychiatry and board eligible in internal medicine. Dr. Gorden received his medical education at Meharry Medical College where he graduated with an MD. Dr. Gorden has served as a senior psychiatrist, as an assistant professor, and as a clinical director. He has authored several published research works and is a regular speaker on clinical and research related subjects. Dana E. Thomas Dana Thomas serves as Vice President of Marketing. He joins Cangen with 26 years marketing and sales experience in the diagnostic and oncology markets. Mr. Thomas started his career with E. I. DuPont de Nemours after leaving the University of Louisville School of Medicine where he was pursuing his doctorate in microbiology having previously received his BA degree from the University of Louisville in 1978. Mr. Thomas quickly rose to be DuPont’s highest producing sales representative and was promoted into marketing in 1986. After leaving DuPont in 1990, Mr. Thomas has been serving in senior marketing management roles and has been responsible for commercializing five start-up companies. Ronald H Surkin Ronald H. Surkin, Esq. is our General Counsel and a partner of the law firm of Gallagher, Schoenfeld, Surkin, Chupein & DeMis, P.C. He has extensive experience in all matters relating to employment, including employment discrimination, benefits, and employment-related contract, trade secret and non-competition issues, as well as complex insurance and business litigation. He is a frequent lecturer and author on employment-law related issues. He has argued before the United States Supreme Court and all of Pennsylvania’s appellate courts, and has appeared in federal courts throughout the Eastern United States. He earned his BA at Case Western Reserve University in 1969, magna cum laude, and was elected to Phi Beta Kappa. He earned his JD, cum laude, at Harvard Law School in 1972. CONFIDENTIAL Page 47 of 103 2007 Business Plan Board of Directors Cangen has a 4 member board of directors which consist of 2 internal officers and 2 external members. We are in the middle of searching process to fill out one additional spot from outside member in the short term and 2 more additional external members in the long term plan. The following shows the list of board of director member and its biography. Name Terrell Hillebrand ....................................... Dr. Chulso Moon. ....................................... Sumio Takeichi ........................................... George Hara ............................................... Position Chairman of the Board; Director Director; Chief Executive Officer Director; President, Cangen Biotechnologies Japan Director Terrell Hillebrand Mr. Hillebrand is the Chairman of our Board of Directors and the President of Pyung Ya Cancer Research Foundation which engages in fundraising and grant administration for cancer research institutions including Johns Hopkins University. Previously, he worked as a senior mortgage banker and an equity partner at the Goldstein Collection, an international fine art importing and investment firm. He has also served as a director of a non-profit charitable organization for fine arts and medical research, SCB Foundation. He received a bachelor’s degree from University of Santa Barbara and a MA from San Diego State University. Sumio Takeichi Mr. Takeichi is a Director and the President of Cangen Biotechnologies Japan operation. Prior to joining Cangen, Mr. Takeichi served as Director of the International Finance Corporation, a part of the World Bank Group, as a member of the Board of Directors of Mitsubishi Corporation, as an Executive Vice President of Mitsubishi International Corporation in New York, and as General Manager of Mitsubishi International Corporation's Washington D.C. office. Mr. Takeichi is a well-respected lecturer and served as visiting lecturer at Harvard University, SMP Program from 1999-2001. He completed the Executive Business Program of the Japan Management Association and received B.A. in Economics from Keio University. George Hara Mr. Hara is the Group Chairman and CEO of Defta Partners, where he has been responsible for assisting portfolio companies build international business alliances that aim to generate substantial revenue growth particularly in Japan and Asia since its inception in 1985. He served as Chairman of the Board of Oplus Technologies (the leader of chip processing LCD and plasma display; merged with Intel in 2005). He is currently Chairman of the Board at XVD Corporation (world leader of the HDTV codec engine). Page 48 of 103 CONFIDENTIAL 2007 Business Plan He also started creating wireless broad band service companies aiming at distant learning education and telemedicine in least developing countries in Asia, Latin America and Africa. His first project started in Bangladesh in October of 2005. Mr. Hara has also been active in the public sector. He served on the boards of the San Francisco Opera and Zoo is a current board member of the University of San Francisco, Tokyo Foundation, and Hara Research Foundation. In 2003, Mr. Hara received the National Leadership Award and was named Honorary Co-Chairman of the Republican Business Advisory Council in the US. He received a L.L.B from Keio University in 1975 and an MS from the School of Engineering at Stanford University in 1981. Scientific Advisory Board In addition to our board of directors, we maintain a scientific advisory board, whose purpose is to provide guideline and consultation about overall pipeline roadmap and scientific advice. The table below lists the members of our scientific advisory board as of the date of this private placement memorandum: Name Dr. David Sidransky ...................... Dr. Saejin Chang............................ CONFIDENTIAL Current Position MD John Hopkins University , Baltimore, USA MD Hyundai Hospital, Seoul, Korea Page 49 of 103 2007 Business Plan Financials Risk Factors Our business plan contains forward-looking information based on our current expectations. Because our actual results may differ materially from any forward-looking statements made by Cangen, this section includes a discussion of important factors that could affect our actual future results, including, but not limited to, our product sales, royalties, revenues, expenses, and net income. The successful development of diagnostic and therapeutic products is highly uncertain and requires significant expenditures. Successful development of diagnostic and therapeutic products is highly uncertain. Products that appear promising in research or early phases of development may be delayed or fail to reach later stages of development or the market for several reasons including: Clinical trial results may show the product to be less effective than desired or to have harmful or problematic side effects. Failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrolment in clinical studies, extended length of time to achieve study endpoints, additional time requirements for data analysis or New Drug Application (or “NDA”) preparation, discussions with the U.S. Food and Drug Administration (or “FDA”), an FDA request for additional preclinical or clinical data, or unexpected safety, efficacy or manufacturing issues. Manufacturing costs, pricing or reimbursement issues, or other factors that make the product uneconomical. The proprietary rights of others and their competing products and technologies that may prevent the product from being developed or commercialized. Success in preclinical and early clinical trials does not ensure that large-scale clinical trials will be successful. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. The length of time necessary to complete clinical trials and to submit an application for marketing approval for a final decision by a regulatory authority varies significantly and may be difficult to predict. If our large-scale clinical trials are not successful, we will not recover our substantial investments in the product. Factors affecting our research and development (or “R&D”) productivity and the amount of our R&D expenses include, but are not limited to: We may be unable to obtain or maintain regulatory approvals for our products We are subject to stringent regulation with respect to product safety and efficacy by various international, federal, state and local authorities. Of particular significance are the Page 50 of 103 CONFIDENTIAL 2007 Business Plan FDA’s requirements covering R&D, testing, manufacturing, quality control, labelling and promotion of drugs for human use. A therapeutic and diagnostic cannot be marketed in the United States (or “U.S.”) until it has been approved by the FDA, and then can only be marketed for the indications approved by the FDA. As a result of these requirements, the length of time, the level of expenditures and the laboratory and clinical information required for approval of a New Drug Application, are substantial and can require a number of years. In addition, even if our products receive regulatory approval, they remain subject to ongoing FDA regulation, including, for example, changes to the product label, new or revised regulatory requirements for manufacturing practices, written advisements to physicians or a product recall. We may not obtain necessary regulatory approvals on a timely basis, if at all, for any of the products we are developing or manufacturing or maintain necessary regulatory approvals for our existing products, and all of the following could have a material adverse effect on our business: Significant delays in obtaining or failing to obtain required approvals as described in “The successful development of diagnostic and therapeutics is highly uncertain and requires significant expenditures” above. Loss of, or changes to, previously obtained approvals, including those resulting from post-approval safety or efficacy issues. Failure to comply with existing or future regulatory requirements. Changes to manufacturing processes, manufacturing process standards or Good Manufacturing Practices following approval or changing interpretations of these factors. In addition, the current regulatory framework could change or additional regulations could arise at any stage during our product development or marketing, which may affect our ability to obtain or maintain approval of our products or require us to make significant expenditures to obtain or maintain such approvals. Difficulties or delays in product manufacturing or in obtaining materials from our suppliers could harm our business and/or negatively affect our financial performance. Manufacturing diagnostics and therapeutics is difficult and complex, and requires facilities specifically designed and validated for this purpose. We are currently about to produce our bladder cancer GMP based kit products at Roche Diagnostics manufacturing facilities located in Penzburg, Germany through contract-manufacturing arrangements. Problems with any of our or our contractors’ manufacturing processes could result in failure to produce adequate product supplies or product defects which could require us to delay shipment of products, recall products previously shipped or be unable to supply products at all. In addition, we may need to record period charges associated with manufacturing or inventory failures or other production-related costs that are not absorbed into inventory or incur costs to secure additional sources of capacity. Furthermore, there are inherent uncertainties associated with forecasting future demand, especially for newly introduced products of ours or of those for whom we produce CONFIDENTIAL Page 51 of 103 2007 Business Plan products, and as a consequence we may have inadequate capacity to meet our own actual demands and/or the actual demands of those for whom we produce product We face competition We face competition from pharmaceutical companies, pharmaceutical divisions of chemical companies, and biotechnology companies. The introduction of new competitive products or follow-on biologics or new information about existing products may result in lost market share for us, reduced utilization of our products, and/or lower prices, even for products protected by patents. Protecting our proprietary rights is difficult and costly The patent positions of biotechnology companies can be highly uncertain and involve complex legal and factual questions. Accordingly, we cannot predict with certainty the breadth of claims allowed in these companies’ patents. Patent disputes are frequent and can preclude the commercialization of products. Such litigation and other legal proceedings are costly in their own right and could subject us to significant liabilities to third-parties. An adverse decision could force us to either obtain third-party licenses at a material cost or cease using the technology or commercializing the product in dispute. An adverse decision with respect to one or more of our patents or other intellectual property rights could cause us to incur a material loss of royalties and other revenue from licensing arrangements that we have with third-parties, and could significantly interfere with our ability to negotiate future licensing arrangements. Other factors could affect our product sales Other factors that could affect our product sales include, but are not limited to: The timing of FDA approval, if any, of competitive products. Our pricing decisions, including a decision to increase or decrease the price of a product, and the pricing decisions of our competitors. Government and third-party payer reimbursement and coverage decisions that affect the utilization of our products and competing products. Financial Projection and Timeline Historical Financial Statement We consist of Cangen Corporation d/b/a Cangen Biotechnologies, Inc, our wholly subsidiary, Advanced Theraonostics, Inc., located in Seoul, Korea, and Cangen Biotechnologies Japan, our branch office located in Tokyo, Japan. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2005, the Company has a net operating loss carry forward of approximately $11.2 million available to reduce future taxable income and has yet to Page 52 of 103 CONFIDENTIAL 2007 Business Plan develop a commercially viable product and, therefore, have not been able to generate revenues from products. At December 31, 2005, the Company had $618,817 of cash and cash equivalents available to fund further operations. However, the actual costs to commercialize our products are expected to be substantially greater than our currently available working capital. Therefore, our continuation as a going concern is dependent upon our ability to obtain adequate levels of financing to continue development and commercialization of our products and to satisfy our obligations and ultimately to achieve profitable operations. In this regard, management has plans to raise additional capital or enter into other financial transactions. As of December 31, 2004 2005 (dollars) Assets Current Assets: Cash and cash equivalents ....................................................................... Marketable securities ............................................................................... Prepaid expenses ..................................................................................... Total current assets .................................................................................. Property and equipment, net .................................................................... Intangible assets, net................................................................................ Note receivable ........................................................................................ Other assets.............................................................................................. Total assets .............................................................................................. Liabilities and Shareholders' Equity Current Liabilities: Line of credit ........................................................................................... Note payable and accrued interest ........................................................... Accounts payable and accrued expenses ................................................. Due to shareholder................................................................................... Deferred salaries ...................................................................................... Deferred rent............................................................................................ Total current liabilities ............................................................................. Deferred rent............................................................................................ Total liabilities ......................................................................................... Shareholders’ Equity ............................................................................... Total liabilities and shareholders equity .................................................. Figure 8: Balance Sheet Data $351,651 264,600 3,260 619,511 384,899 61,396 75,000 28,541 $1,169,347 $618,817 785,180 24,417 1,426,414 287,421 56,984 25,973 $1,796,792 $108,399 — 156,651 259,995 108,333 — 633,378 27,813 661,191 508,156 $1,169,347 $250,000 156,176 345,895 — — 6,981 759,052 20,250 770,392 1,017,490 $1,796,792 As of December 31, 2005, we had $616,817of cash and cash equivalents available. We maintain our cash in bank deposit accounts that, at times, may exceed federally insured limits. We have not experienced any losses in such accounts to date. Property and equipment primarily consists primarily of furniture and equipment which are stated at cost. Intangible assets consist primarily of patents and other intellectual property, which are stated at cost as contributed. The estimated amortization expense, as measure as of December 2005, for the next five years is approximately $4,400 per year. CONFIDENTIAL Page 53 of 103 2007 Business Plan A note receivable outstanding as of December 31, 2004 in the amount of $75,000 represented unsecured amounts advanced to a member of the Company’s Board of Directors. The note was repaid during the year ended December 31, 2005. On January 15, 2004, we established a $250,000 asset-based line of credit with a financial institution. At December 31, 2005, we had drawn $250,000 on the line of credit, which accrues interest annually at a rate of equal to the periodically adjusted broker desk interest rate plus 175 basis points on the first $100,000 borrowed, and at the periodically adjusted broker desk call interest rate plus 150 basis points on any additional amounts borrowed under the line of credit. In January 2005, the Company entered into a note payable for $140,557 to purchase 288,943 additional shares of common stock in En-Bio Technology, Ltd. The principal and accrued interest at 12% on the note payable was due in January 2006 but was extended by verbal agreement. The revised due date is currently being negotiated. The principal and accrued interest as of December 31, 2005 totaled $156,176. We received advances from a shareholder, directors, and officer of the Company on an unsecured basis through the payment of certain Company expenses during the years ended December 31, 2004 and 2005. At December 31, 2004 and 2005, the total amount due was$0 and $259,995 respectively. Year ended December 31, 2004 2005 (dollars) $150,000 $774,545 Revenues ................................................................................................. Operating expenses: 1,474,152 Research and development ...................................................................... 700,831 General and administrative ...................................................................... 2,174,983 Total operating expenses ......................................................................... Loss from operations ............................................................................... (2,024,983) Other income (expense): (573,941) Permanent impairment of marketable securities ...................................... (4,286) Interest expense ....................................................................................... — Interest income ........................................................................................ (578,227) Total other income (expense) .................................................................. Net Loss................................................................................................... (2,603,210) Other comprehensive loss: — Unrealized gain (loss) on marketable securities ...................................... (217,731) Unrealized holding gain (loss) arising during the period......................... $(2,820,941) Comprehensive loss ................................................................................. Figure 9: Consolidated Statement of Operations and Comprehensive (Loss) 1,419,976 2,116,956 3,536,932 (2,762,387) (46,739) (6,418) 23 (53,134) (2,815,521) — 426,763 $(2,388,758) In February 2004, we entered into a collaboration agreement with JSR for the development of a purification method of cancer-specific markers utilizing JSR’s magnetic bead technology. Under the JSR collaboration, the Company received payments of $150,000 and $250,000 during the years ended December 31, 2004 and 2005, respectively, which were recorded as revenue. In April 2005, we entered into a collaboration agreement with Olympus to enable Olympus to refine its MSI technology. Page 54 of 103 CONFIDENTIAL 2007 Business Plan Under the agreement, we received payment of $500,000 which was recorded as revenue during the year ended December 31, 2005. Total operating expenses as of December 31, 2005 was $3,536,932 which primarily consisted of research and development costs and general and administrative expenses. Research and development expenses include all costs associated with the development of medical and other devices and are expensed as incurred. In addition, blood samples which are purchased in connection with clinical trial tests are expensed as research and development expenses. During the year ended December 31, 2005, almost three quarters of general and administrative expenses which was approximately $1,443,000, resulted in salaries, while the balance represents administrative, travel, office rental fees and others. The Company incurred comprehensive losses of $2,388,758 during the year ended December 31, 2005. CONFIDENTIAL Page 55 of 103 2007 Business Plan Appendices / Attachments A. B. Patent Summary The Feasibility of Marketing a Unique Diagnostic Device for Monitoring Recurrence of Treated Bladder Cancer, prepared by Quintiles Medical Communications, November 2006 Page 56 of 103 CONFIDENTIAL 2007 Business Plan Attachment A: Patent Summary Below is a partial list of our patents. A complete review of our patent and patent position is underway. US Pat No 5,935,787: Detection of Hypermutable Nucleic Acid Sequence in Tissue Filed: May 12, 1997 Issued: Aug 10, 1999 Continuation of 477 abandoned) Abstract: An assay for detection of a mammalian cell proliferative disorder associated with a hypermutable nucleic acid sequence is provided. The identification of particular hypermutable sequences such as microsatellite loci correlates with a particular cancer, thereby allowing detection of both primary tumors and metastatic sites within a patient. Field of the Invention: relates generally to detection of a target nucleic acid sequence and specifically to detection of a cell proliferative disorder associated with a hypermutable nucleic acid sequence in a sample. US Patent 6,291,163: Method for Detecting Cell Proliferative Disorders Filed: Aug 28, 1997 Issued: Sept 18, 2001: Abstract: The present invention relates to the detection of a cell proliferative disorder associated with alterations of microsatellite DNA in a sample. The microsatellite DNA can be contained within any of a variety of samples, such as urine, sputum, bile, stool, cervical tissue, saliva, tears or CSF. The invention is a method to detect an allelic imbalance by assaying microsatellite DNA. Allelic imbalance is detected by observing an abnormality in an allele, such as an increase or decrease in microsatellite DNA which is at or corresponds to an allele. An increase can be detected as the appearance of a new allele. In practicing the invention, DNA amplification methods, particularly polymerase chain reactions, are useful for amplifying the DNA. DNA analysis methods can be used to detect such an increase or decrease. The invention is also a method to detect genetic instability of microsatellite DNA. Genetic instability is detected by observing an amplification or deletion of the small, tandem repeat DNA sequences in the microsatellite DNA which is at or corresponds to an allele. The invention is also a kit for practicing these methods. Field of Invention: relates generally to the detection of a target nucleic acid sequence and specifically to the detection of microsatellite DNA sequence mutations associated with a cell proliferative disorder. US Patent No 6,497,234: Detection of Hypermutable Nucleic Acid Sequence in Tissue and Body Fluids Filed: Oct 1, 1998 Issued: November 12, 2002 (Continuation of 787 (which itself was a file-wrapper continuation of 477 now abandoned) described above.) Abstract: An assay for the detection of a mammalian cell proliferative disorder associated with a hypermutable nucleic acid sequences is provided. The identification of CONFIDENTIAL Page 57 of 103 2007 Business Plan particular hypermutable sequences such as microsatellite loci correlates with a particular cancer, thereby allowing detection of both primary tumors and metastatic sites within a patient. Field of Invention: relates generally to detection of a target nucleic acid sequence and specifically to detection of a cell proliferative disorder associated with a hypermutable nucleic acid sequence in a sample. US Patent No 5,726,019: Analysis of Sputum by Amplification and Detection of Mutant Nucleic Acid Sequences Continuation of 041 Filed: Dec 29, 1995 Issued: Mar 10, 1998 Abstract: Methods for amplification and detection of target nucleic acids in sputum specimens which contain mutations indicative of head and neck neoplasia, and reagents therefore, are described. Field of Invention: This invention relates to a method of detecting a target nucleic acid in sputum and reagents useful therein. US Patent No 5,561,041: Nucleic Acid Mutation Detection by Analysis of Sputum Sequences Continuation of 041 Filed: Nov 12, 1993 Issued: Oct 1, 1996 Abstract: Methods for detection of target nucleic acids associated with lung neoplasia in sputum specimens which contain mutations and reagents therefore are described Field of Invention: This invention relates to a method of detecting a target nucleic acid in sputum and reagents useful therein. US Patent No 6,235,470 B1: Detection of Neoplasia by Analysis of Saliva Continuation of 041 Filed: Mar 10, 1998 Issued: May 22, 2001 Abstract: Methods for detection of a cell proliferative disorder, such as cancer, are provided utilizing analysis of target mutant nucleic acids in saliva specimens are described. The presence of target nuclei acids is indicative of a neoplastic disorder of the lung or the head and neck. Field of Invention: The present invention relates generally to detection of a target nucleic acid sequence and specifically to early detection of preneoplasia or cancer in a subject by analysis of target mutant nucleic acid sequences in a saliva specimen from the subject. Page 58 of 103 CONFIDENTIAL 2007 Business Plan Attachment B: Quintiles Market Research Report The Feasibility of Marketing a Unique Diagnostic Device for Monitoring Recurrence of Treated Bladder Cancer Prepared for: Cangen Biotechnologies, Inc. Prepared by: Quintiles Medical Communications Division of Quintiles Transnational November 2006 Contact: Barry Mennen, MD Mobile: 914 552 5716 [email protected] CONFIDENTIAL Page 59 of 103 2007 Business Plan Table of Contents Executive Summary……………………………………………………….3 Introduction…………………………………………………………………5 Market Demographics and Disease Trends……………………………6 Market Dynamics and Target Audiences……….………………………9 Market Landscape and Competitive Overview ……………………….12 Issues Related to Successful Marketing………………………………17 Pre-launch Marketing Components…………..………………………..19 Market Penetration Forecast………………….………………………..20 Appendix A: Methodology and Resources…………………………….23 Appendix B: Internet Survey Instrument and Aggregate Results...…24 Appendix C: Raw Data from Survey…………………………………...29 Appendix D: Calculations for 10% Market Penetration………………37 Appendix E: Dwindling Coronary Artery Bypass Grafts……………...38 Appendix F: NMP22……………………………………………………..39 Appendix G: UroVysion………………………………………………….43 Page 60 of 103 CONFIDENTIAL 2007 Business Plan Executive Summary We have looked at the feasibility of marketing a new diagnostic tool for bladder cancer (BC) detection which uses the technique of microsatellite analysis. This test has 95% selectivity and sensitivity which significantly surpasses currently available laboratory-based screening tests; in fact, it is at about the same level as cystoscopy, the gold standard for following BC patients. There are an estimated 505,765 people (372,313 men and 133,452 women) in the United States with a diagnosis or history of BC. Further, the American Cancer Society estimates that 61,420 people (44,690 men; 16,730 women) will be diagnosed with BC in 2006. As the country ages (especially since the large demographic bulge known as “the baby boomers” become elderly over the next 5 years) a trend toward increasing incidence is expected, as this is mainly a disease of persons >65 years of age. There are approximately one million laboratory diagnostic tests for BC ordered per year in the US, with the vast majority done for monitoring recurrence of BC. Bladder cancer is, for the most part, diagnosed, treated and monitored by urologists (approximately 10,000 in active practice in the US) who bring oncologists in only when there is invasive or metastatic disease, and less often when carcinoma in situ is diagnosed. In addition to the secondary sources used for this report, we have conducted an Internet-based survey of 25 urologists and 25 oncologists who treat BC regarding their usage of various techniques for monitoring these patients. Although somewhat satisfied with what is currently available, when presented with a product description that is similar to Cangen’s MSA, they immediately saw the benefit and would, for the most part, welcome it into BC management. We believe that this product has the potential for not only displacing currently available laboratory assays for monitoring BC, but eventually reducing the CONFIDENTIAL Page 61 of 103 2007 Business Plan number of cystoscopies done as a routine procedure in the monitoring of these patients since its specificity and sensitivity is on the same order as that shown by cystoscopy. This will not necessarily be seen as immediate good news by the urology community, since cystoscopies form much of the economic foundation for urologic practice. It is highly likely, however, that if MSA is priced below cystoscopies that it will be championed by Medicare and managed care because: 1) practice patterns are dictated by reimbursement rules, and 2) the procedure is a painful procedure for patients. Quintiles believes that 10% market penetration in its first full year is conservative. Our research has shown that about half the practicing urologists in the US already order approximately one million lab assays when monitoring BC, and the MSA priced between the NMP22 (about $70) and the UroVysion (about $600) and below a cystoscopy (about $400) should capture the attention of payers, patients and urologists quickly gain significant market share. Looking at a theoretical price of $300 for the MSA assay, we believe that revenues of $30 million should accrue within the first full year of market presence at 10% market capture. Page 62 of 103 CONFIDENTIAL 2007 Business Plan Introduction Cangen Biotechnologies, Inc. has obtained the global license for an advanced DNA-based methodology for early detection of bladder cancer (BC), which can be used for screening at-risk patients and for monitoring diagnosed patients for recurrence. This system is based on microsatellite analysis (MSA) of cells obtained from a urine sample (cancer cells produce significantly more microsatellite DNA than non-cancer cells). The selectivity and specificity of this test is approximately 95% 48 which significantly surpasses currently available laboratory techniques. Although eventual registration will occur for screening of appropriate individuals for BC, in this document we are only evaluating what will be the first approved usage of this product, ie, monitoring treated patients for recurrence The purpose of this report is to provide a foundation for judging the feasibility of marketing this technology in the US for monitoring treated BC. This report includes: • Description of the market demographics and disease trends • The market dynamics including health care professionals involved in BC • Evaluation of current agents used for monitoring including usage and costs/tests • Steps necessary for reimbursement to occur (provided as separate document in pdf format which was produced by The Lewin Group, a division of Quintiles Transnational) • Issues (including barriers) related to successful marketing • Pre-launch marketing components (including selected budgets) • Market penetration expectations 48 Final determination of sensitivity and specificity await current multicenter clinical trial. Personal communication, David Sidransky, MD, Professor of Oncology, Head and Neck Surgery and Urology at the Johns Hopkins Institutions of Medicine, Baltimore, Maryland), CONFIDENTIAL Page 63 of 103 2007 Business Plan We at Quintiles thank you for this opportunity and would look forward to continuing our relationship and working with you on this product and others in development. Page 64 of 103 CONFIDENTIAL 2007 Business Plan Market Demographics and Disease Trends The urinary bladder is the fifth most common site for new cancer cases in the United States; approximately 1 in 43 people will be diagnosed with bladder cancer in their lifetime.1,2 On January 1, 2003, an estimated 505,765 people (372,313 men;133,452 women) in the United States had a diagnosis or history of bladder cancer. The American Cancer Society estimates that 61,420 people (44,690 men; 16,730 women) will be diagnosed with bladder cancer in 2006.2 Approximately $2.9 billion is spent each year in the United States in the treatment of bladder cancer.3 The majority of cases of bladder cancer occur in the older population. More than 70% of new cases are diagnosed in patients over 65 years of age.4 From 20002003, the median age at diagnosis was 73 years, and the median age at death was 78 years.2 The incidence of bladder cancer is expected to rise over the next 20 years as the baby boom generation ages.4 The age-adjusted incidence rate of bladder cancer is 20.9 per 100,000 men and women/year in the United States. Men are affected approximately 3 times as frequently as women (37.0 cases per 100,000 men; 9.3 cases per 100,000 women). Bladder cancer is most common in the white population (40.2 per 100,000 men; 10.0 per 100,000 women), followed by the black population (19.8 per 100,000 men and 7.4 per 100,000 women).2 The overall incidence and mortality have stayed the same for most racial and ethnic groups over the past 20 years.3 CONFIDENTIAL Page 65 of 103 2007 Business Plan From Ref. 3 Since the bladder serves as a repository for urine through which toxins are excreted from the body, the risk for bladder cancer is affected by environmental exposures. The greatest environmental risk factor for bladder cancer is smoking, which doubles the risk over nonsmokers. In addition, certain occupations, including employees working in the dye, rubber, leather, textile and paint industries, as well as those who work as painters, hairdressers, machinists, printers and truck drivers, face an increased risk of exposure to aromatic amines and other chemicals that have been linked to bladder cancer. The risk may be particularly magnified in smokers who work with these chemicals.5 The overall survival rate after a diagnosis of bladder cancer is 80.8%. Survival is directly related to the state at diagnosis. Most cases of bladder cancer (74%) are diagnosed when it is still confined to the primary site (localized); the survival rate in these cases is very high, 93.7%. Approximately 19% of cases are diagnosed after the cancer has spread to regional lymph nodes or directly beyond the primary site (regional); the survival rate in these cases is 46.0%. Page 66 of 103 CONFIDENTIAL 2007 Business Plan Among the 4% of cases diagnosed after the cancer has already metastasized, the survival rate is only 6.2%.2 While the high survival rate, especially in localized bladder cancer, is encouraging, approximately 70% of patients who survive bladder cancer will have a recurrence.6 For these patients, long-term surveillance is of critical importance. References 1 American Cancer Society, Inc. Surveillance Research. Available at http://www.cancer.org/docroot/STT/stt_0_2005.asp?sitearea=STT&level=1. Accessed November 3, 2006. 2 National Cancer Institute SEER (Surveillance Epidemiology and End Results) Cancer of the Urinary Bladder. Available at http://seer.cancer.gov/statfacts/html/ urinb.html?statfacts_page=urinb.html&x=16&y=17. Accessed November 3, 2006. 3 National Cancer Institute. A Snapshot of Bladder Cancer. September 2006. Avaliable at http://planning.cancer.gov/disease/Bladder-Snapshot.pdf. Accessed November 3, 2006. 4 American Urological Association. Report on the Management of Non-Muscle- Invasive Bladder Cancer. 1999. Available at http://www.auanet.org/ guidelines/main_reports/bladdercancer.pdf. Accessed November 3, 2006. 5 American Cancer Society. Detailed Guide: Bladder Cancer. Revised 8/8/2006. Available at http://www.cancer.org/docroot/cri/content/ cri_2_4_2x_what_are_the_risk_factors_for_bladder_cancer_44.asp Accessed November 3, 2006. 6 Chao D et al. Bladder Cancer 2000: Molecular Markers for the Diagnosis of Transitional Cell Carcinoma. Reviews in Urology. Spring 2001:85-93. CONFIDENTIAL Page 67 of 103 2007 Business Plan Market Dynamics and Target Audiences Most patients diagnosed with bladder cancer first present with hematuria49 (usually to their primary care physician and are then referred to an urologist). The patient then undergoes diagnostic cystoscopy. Most tumors in newly diagnosed patients have not yet invaded the bladder muscle, and are treated by the urologists with cystoscopic extirpation which is usually followed by intravesicular BCG vaccine (live, attenuated bovine tuberculosis bacteria). Oncologists are very seldom involved with the majority newly diagnosed patient (based on primary market research, see Appendices B and C). Once the patient is diagnosed and treated, she or he must be monitored frequently for recurrence (for example, about 8 times in the first two years) as the cancer recurs about 70% of the time. The standard practice of cystoscopy is painful and generally unpleasant and alternatives such as the MSA test is a goal of bladder cancer management. For example, in the American Urological Association clinical guidelines document A Report on the Management of NonMuscle-Invasive Bladder Cancer (1999), they state: Source: http://www.auanet.org/guidelines/main_reports/bladdercancer.pdf Unfortunately for patients, these urine assays do not have the selectivity and/or specificity to replace any cystoscopies. Quintiles believes that Cangen’s product has the requisite selectivity and specificity to answer this need as stated by the American Urological Association and, over time, to reduce the number of followup cystoscopies administered to patients. For the most part, oncologists are called in when the tumor becomes locally invasive or metastasizes. Carcinoma in situ is another type of bladder cancer that will more commonly prompt an oncology consult. A small number of primary care physicians (PCPs) will also be considered targets since they see the patient initially when hematuria emerges as a sign. The MSA assay will allow particular patients to be quickly, accurately and painlessly screened. We are not recommending attempting to communicate with 190K PCPs, but identifying those PCPs who currently order any of the urinary assays for the detection of bladder cancer and communicating with them about the product. 49 Schrier RW, Ed. Diseases of the Kidney & Urinary Tract. 2001, Lippincott Williams & Wilkins, Phila. Chapter 29, “Bladder Cancer” Page 68 of 103 CONFIDENTIAL 2007 Business Plan Although urologists would be the primary users of this technology, oncologists are also an important audience for a few reasons. First, as described above, they work with urologists in the latter stages of the more advanced cases and need to know about this new technology; second, they would be an important validation source on the technology itself for the urologist since they are seen as experts on the molecular aspects of cancer; and third, as a corporate goal, Cangen needs to engage oncologists for their future product initiatives. Additional audiences that should be addressed are the clinical pathologists who manage laboratories and make decisions as to which tests are run; and, urology nurses who often get to know the patients well and spend time in the office communicating with them and are often in place to educate the patient about the choices they can make in their management. As so much else in American medicine is driven by the payers, the situation here will be no different. Therefore, an important objective for Cangen during the prelaunch and launch phases will be to clearly show that adoption of this test will be—in the long run—an efficient, economical, and clinically relevant way to monitor patients with BC. The two main audiences in this area are: managed care, ie., private insurers including Blue Cross, Aetna, large HMOs, etc., and the Federal government (Medicare and the Veterans Administration). Finally, the patients themselves need to understand the benefits of this new technology. It is important to remember that during the first few years after diagnosis, monitoring for BC recurrence occurs frequently (4x/year). Because of this schedule, patients should know how this new test is an integral part of the overall management of their disease. In summary then, the target audiences: Primary: Urologists Oncologists involved in the treatment of bladder cancer Primary care physicians who already order NMP22 and/or UroVysion Managed care administrators Clinical (lab) pathologists Government reimbursement administrators (Medicare, Veterans Administration) Secondary: Oncologists not covered in the primary category Urology nurses Oncology nurses involved in managing bladder cancer Patients and their families Market Landscape and Competitive Overview CONFIDENTIAL Page 69 of 103 2007 Business Plan Although the obvious competitors are the existing laboratory diagnostic tests that already exist, cystoscopy should also be considered as competition for a laboratory diagnostic such as the MSA which has sensitivity and specificity (both >95%) equivalent to that invasive procedure. Please see table below for a summary of the sensitivity and specificity of available agents. test sensitivity specificity comments VUC* 30-40% 90% routine lab Bard Trak 70% 70-90% Ref.lab NMP22 66% 80% POC** FISH 80% 95-100% Ref.lab Immunocyt 80% 70-80% Ref.lab HA-HAase 70-90% 90% Ref.lab Telomerase 75% 85% Ref.lab Survivin 60% 80% Ref.lab *voided urinary cytology, ** point of care From: http://blcwebcafe.org/synergoworkshop1.asp#sica , see presentation 1) by Sica. In a more recent study done by Bocack et al presented as a poster at the New England Section of the AUA (Sept. 2006), a range of diagnostic tests was completed in addition to cystoscopy on patients presenting with hematuria. These data confirm cystoscopy as the “gold standard.” Included in the table below are the Medicare reimbursements for the various tests and procedures: Results of Test Comparisons Test Sensitivity (95% CI) Specificity (95% CI) Cost (Dollars) 27% 100% Cytology 11.78 (12-48%) (99-100%) 73% 76% NMP-22 29.07 (52-88%) (71-80'%) 96% 97% Cystoscopy 385.63 (79-97%) (95-99%) 62% 98% CT Urogram 640.78 (41-80%) (96-99%) Source: http://www.neaua.org/abstracts/2006/7.cgi The costs in the previous table are Medicare payouts, and would be higher if private third-party payers were quoted. Further, a recent survey of patients who had undergone cystoscopy was presented at the AUA meeting in Atlanta (Kiemeney, Svatek &Sagalowsky) that provided data showing that patients sought the security of knowing they were cancer-free and would stay with cystoscopy until its equal could be developed. Until a screening test was at least 90% reliable, they would continue with routine Page 70 of 103 CONFIDENTIAL 2007 Business Plan cystoscopy. Source: http://www.webtie.org/SOTS/Meetings/Genitourinary/gu2/transcripts/03/t ranscripts.htm and go to slide 22. Cangen’s MSA assay is more specific than the available diagnostics, and is not affected by blood in the urine or other conditions that the patients may have—this is part of its specificity. It is based on the presence of microsatellites present in tumor DNA which are not present in normal cells. In the market research that we conducted, both the NMP22® Bladder Chek® Test and UroVysion™ were ordered by urologists to a significant degree. A brief description of both follows: NMP22 The NMP22 BladderChek® is an in-office assay assessing levels of NMP22 (nuclear matrix protein). Low levels of NMP22 are found in normal cells of the bladder, but elevated levels are detected in cases of bladder cancer. This test has a sensitivity of ~50%-75%, making it a suitable alternative to cytology. It is positioned as an adjunct to cystoscopy, so that, when used together, the detection rate is higher than when cystoscopy is used alone. Two studies on the NMP22 test were published in JAMA. In one study, sensitivity of the test in detecting recurrent bladder cancer was reported to be 49.5%; when combined with cystoscopy, it increased the detection rate from 91.3% to 99.0%. The NMP22 test was able to detect 8 of 9 cancers that were missed on cystoscopy.1Similarly, in patients screened for bladder cancer based on urinary symptoms or a history of smoking, the sensitivity was 55.7% alone, but the test detected several cancers that were not visualized during cystoscopy.2 The test is limited by a low specificity (76%), which yields a relatively low positive predictive value (19%) when used alone.3 The test is marketed as the only FDA-approved in-office test for the diagnosis and monitoring of bladder cancer. The test results are not hindered by the presence of blood in the urine, but it is less reliable in the presence of inflammation. Marketing materials emphasize the ability of the test to detect “cases missed by cystoscopy alone and three times as many malignancies as found by cytology.” UroVysion UroVysionTM is a urine screen utilizing fluorescence in situ hybridization (FISH) molecular techniques to identify the 4 DNA changes with the highest sensitivity for bladder cancer (abnormal number of chromosomes 3, 7, or 17 or loss of the 9p21 locus on chromosome 9). The sensitivity of UroVysionTM depends on the stage of bladder cancer, ranging from 55% at the earliest stages to 100% at the more advanced stages. At all stages, sensitivity of UroVysionTM was greater than that of cytology. The specificity is over 95%, indicating that a negative test is a strong indication that bladder cancer is not present. UroVysionTM is positioned as an adjunct to current standard diagnostic procedures (cystoscopy). CONFIDENTIAL Page 71 of 103 2007 Business Plan UroVysionTM is marketed as a “molecular urine cytology test” Results from the UroVysion Kit are intended as an aid for initial diagnosis of bladder carcinoma in patients with hematuria and subsequent monitoring for tumor recurrence in patients previously diagnosed with bladder cancer “… in conjunction with and not in lieu of current standard diagnostic procedures.” Key Opinions from Market Research (Please see Appendices B and C for raw and aggregate data) More than half of the respondents said that the reason that they did not use any or more of these lab assays was that they were “not specific enough.” About 40% said that reimbursement was a problem (while UroVysion is about $700, the NMP22 is less than $75). About 95% of the combined group was either very satisfied, satisfied or somewhat satisfied with available techniques for monitoring BC (this includes cystoscopy), but when asked how they would rate the importance of a product described with the attributes of Cangen’s MSA assay to the management of BC (scale 1-5, 1=not at all important to 5=very important), fully 90% of the respondents rated it a 4 or 5 (56% rated it a 5, “very important). This seems to be a paradox, ie., at first they seem satisfied with conditions in the current market, but when presented with a new and unique diagnostic, they all say that they would be very interested in it. Quintiles believes that this does not truly present a paradox for the following reasons: The first question was taken from their own points of view, ie., the urologists were satisfied since cystoscopy (often combined with cytology) was indeed doing the job needed to diagnose recurrence Further, cystscopy of the bladder is a foundation procedure for the urologist, and he is able to bill for it We believe the second question that was presented on the advanced MSA-type product elicited an answer of great interest since they now shifted their thinking from themselves to the patient. And, they could not deny that this would be a significant advance, even if it would cut into their cystoscopy business. This response is a credit to their medical ethics. References 1. Grossman HB, Soloway M, Messing E et al. Surveillance for recurrent bladder cancer using a point-of-care proteomic assay. Jama. 2006;295:299-305. Page 72 of 103 CONFIDENTIAL 2007 Business Plan 2. Grossman HB, Messing E, Soloway M et al. Detection of bladder cancer using a point-of-care proteomic assay. Jama. 2005;293:810-816. 3. Boback M. Berookhim, BA, Amanjot S. Sethi, MD, C. Charles Wen, MD, Jing Ciu, Richard K. Babayan, MD, Louis S. Liou, MD. A Cost Comparison of the Diagnostic Modalities Used in the Detection of Urothelial Carcinoma in Patients Undergoing Evaluation for Hematuria. New England Section of the American Urological Association 75th Annual Meeting, September 2006. CONFIDENTIAL Page 73 of 103 2007 Business Plan Issues Related to Successful Marketing Here we will use the Five Ps as a shortcut for what we feel are critical factors for success: Pricing Perspective Positioning Personnel Partners Pricing: As a foundation to successful marketing, keen attention must be paid to pricing sensitivity. This issue is beyond the scope of this document, but immediate planning for thorough research is essential. Part of the attraction of MSA technology is that it is comparable to cystoscopy in selectivity and sensitivity for the detection of low- and high-grade tumors. However, initially, it must be compared to other laboratory modalities rather than to cystoscopy. The economic comparison to cystoscopy depends on how the FDA grants approval to the device: either used alone for monitoring or in conjunction with cystoscopy. Once the pricing sensitivity research is completed and calculations are done related to cost of goods, marketing costs, etc., the price can be established and economic analyses can be accomplished. With this research, Cangen can then approach reimbursement managers, managed care, government payers, and ultimately the target health care providers, and successfully make a case for adoption of the new MSA technology. Perspective: Since this product has the clear potential to change the market dynamics of monitoring treated bladder cancer, it would be expected to encounter resistant market inertia to its introduction. To understand this dynamic, we must understand the perspective of our target health care audience as well as payers and patients. Market research will help us here. Quintiles believes that the advantages that this MSA-based system has are compelling enough to overcome any potential inertia. Positioning: The product position becomes the foundation for communications about the product, and research must be ongoing to make sure that the initial position stands up over time. Understanding the market’s perspectives and what we need to change in the marketplace along with the product’s attributes will help determine the product’s positioning. Personnel: The US health care market has shown that ex-US companies coming in to compete here must hire individuals with experience in the US market. While in-line with the mission and vision of Cangen, these people must know the US urology and oncology markets. Page 74 of 103 CONFIDENTIAL 2007 Business Plan Partners: The corporate partners that Cangen chooses to work with them must also be companies with long-standing respect in the health care arena. Initially, these partners must be chosen in medical communications (education), public relations and advertising. CONFIDENTIAL Page 75 of 103 2007 Business Plan Pre-Launch Marketing Components These ballpark figures on cost represent the time period of one year prior to launch. Strategic semiotics $320,000 - $370,000 Language research Language workshops Continuing medical education (CME) $150,000 – $1,000,000 Market research Publications $500,000 - $1,000,000 Abstracts, posters Journal articles Presence at scientific and clinical meetings TBD Key opinion leader (KOL) development $200,000 – $300,000 Mapping and identification Speaker Training $150,000 - $200,000 KOL database/tracking Advisory boards (2 boards) $200,000 - $300,000 40 sales representatives $6,800,000 Pricing sensitivity research TBD Train sales force TBD Retain advertising agency TBD Market research TBD Page 76 of 103 CONFIDENTIAL 2007 Business Plan Market Penetration Forecast With approximately 500,000 diagnosed cases of BC currently in the US and approximately 60,000 new cases of BC diagnosed per year, what might be expected from a test with 95% selectivity and sensitivity? Based on our survey of 25 urologists who treat BC, approximately 36% are currently using the nuclear matrix protein (NMP-22) test for monitoring and 32% are using UroVysion; 12% of the urologists questioned are using both diagnostics (of the 25 oncologists surveyed, only 16% used any of the laboratory diagnostics presented). If cystoscopies are being accomplished for monitoring, then why would about half of the practicing urologists also use the laboratory diagnostics? We asked that question of an academic urologist at Johns Hopkins Medical Institutions, Baltimore, Maryland (David Chan, MD, Director of Outpatient Urology Services) and he said he wasn’t absolutely sure, but that was a question he had thought about. It is likely that most are using it with cystoscopy in order to have a backup check in the event that a small carcinoma on cystoscopy is missed; or, some might use it as a screen between cystoscopies. For 10% market penetration of the 52% of urologists who currently use a diagnostic for monitoring BC tests, [for this exercise we are assuming 1] that our sample is a reasonable approximation of community urology practice and that 2) they each see about the same number of BC patients] we would calculate that each urologist treating BC would order about 10 MSA tests/year. Please see Appendix C for specific calculations. If the price of the test is $300, then 100,000 tests would = $30,000,000 in the first year. We believe that 10% market penetration is a conservative estimate. We already know that about half of the urologists order these lab assays. We have a superior one, one that will even be contemplated to replace some cystoscopies. It appears that Cangen’s MSA assay will replace both the NMP22 and the UroVysion test once the audiences learn about them. For the next phase, that is, after the MSA has taken market share from the competition and proven itself in the eyes of the urological community, we believe the position can be take that some cystoscopies can be avoided in the monitoring of bladder cancer. Replacing a surgical or invasive procedure done for diagnostic purposes with a less traumatic procedure is not uncommon. Initially the surgeons may offer resistance, but data and reason will ultimately win. For example, please see data showing that the number of open heart surgeries for reimplantation of the coronary arteries has diminished significantly after the introduction percutaneous coronary transluminal angioplasty (PTCA). (See Appendix E). CONFIDENTIAL Page 77 of 103 2007 Business Plan Appendix Page 78 of 103 CONFIDENTIAL 2007 Business Plan Appendix A: Methodology and Resources Because of the short time lines needed for the delivery of this report, we could not utilize aspects of our standard methodology. For example, while we were able to accomplish primary market research, we could not schedule focus groups; further, we could not have this document undergo the usual number of manuscript reviews. This document is derived from various primary and secondary resources: Primary One-on-one interviews with urologists and oncologists Internet-based market research questionnaire; n = 25 urologists and n = 25 oncologists; all respondents must treat bladder cancer Secondary Proprietary business reports Journal articles from the medical literature Abstracts from medical and scientific meetings The American Urologic Association The National Cancer Institute Published guidelines on the screening, diagnosis and treatment of BC CONFIDENTIAL Page 79 of 103 2007 Business Plan Appendix B: Internet Survey Instrument and Aggregate Results Please note: This analysis is for BOTH urologists and oncologists. For raw data for each specialty, please see Appendix C. All comments in red are for programmers and will not be seen by respondents. Thank you for your participation in this survey. Your opinions are very important to us. First, you will be asked a few questions to ensure you qualify for the survey. If you qualify, you will be presented with the survey which should take no longer than 5 minutes to complete. If you qualify and complete the survey you will receive the promised honorarium in appreciation of your time. First Name: _________________ Last Name: _________________ E-mail: _________________ <page break> Sample size=50 except where otherwise specified S1. Which of the following best describes your medical specialty? Hematology [terminate] 28% Hematology / Oncology 22% Medical Oncology 50% Urology Other, specify __________ [terminate] S2. Are you board-certified or board-eligible in your specialty? 100% Yes No [terminate] <page break> S3. Approximately how many years have you been in practice since completing your residency? Page 80 of 103 CONFIDENTIAL 2007 Business Plan Number of years [terminate if <2 or >30] Mean: 13.5, Range: 3-30 S4. Please select the setting where you spend the majority (>50%) of your clinical time. 8% Academic Teaching Hospital 8% Non-Academic Teaching Hospital 2% VA Hospital 22% Community Hospital 60% Private Office or Clinic 0% Other, specify ____________ [terminate] <page break> S5. What percentage of your professional time is spent in patient care/management? Percentage of time in patient care _____ [terminate if <50%] Mean: 95%, Range: 85%-100% <page break> S6. In a typical month, how many patients with bladder cancer do you treat or monitor? Number of bladder cancer patients _____ [terminate if 0] Mean: 24, Range: 3-80 <page break> Congratulations, you qualify to participate in this survey. To begin, please click the "next" button below. <page break> CONFIDENTIAL Page 81 of 103 2007 Business Plan 1. When monitoring treated bladder cancer patients for recurrence, which of the following techniques do you use? (Select all that apply) 92% Cystoscopy 74% Urine cytology 16% UroVysion 2% Bladder tumor antigen test (BTA Stat or BTA TRAK) 22% Nuclear matrix protein test (NMP-22) 2% TRAP test 12% Other, specify _____________________ <page break> (ask only of urologists) n=25 2. What are the main barriers for you NOT using these tests more often? (Select all that apply) 56% Not specific enough 56% Need to do cystoscopy anyway 44% Do not have enough information about them 40% Third party will not pay for them 32% Will not alter patient management 8% Other, specify _____________________ 4% None of the above (exclusive) <page break> 3. How often do you check for recurrences in patients with treated bladder cancer? (Select one) 78% Q 3 months 16% Q 6 months 0% Q 1 year 0% Q 2 years 6% Other, specify _____________________ <page break> 4. How satisfied are you with the currently available techniques for monitoring treated bladder cancer? (Select one) 4% Very Satisfied 54% Satisfied 38% Somewhat Satisfied 4% Not Satisfied <page break> Page 82 of 103 CONFIDENTIAL 2007 Business Plan 5. Does the initial staging of the bladder cancer affect the techniques and/or timing of monitoring? Timing Techniques Does Initial Staging Affect Techniques or Timing of Monitoring? Yes No O 74% O 26% O 54% O 46% <page break> (ask only of oncologists) n=25 6a. How often do urologists ask you to co-manage a bladder cancer patient? (Select one) 12% Always 20% Most of the time 44% Sometimes 24% Rarely 0% Never (ask only of oncologists) n=25 7a. What is the most common bladder cancer stage at which most urologists ask you to co-manage a patient? (Select one) 8% CIS 0% Ta 0% T1 4% T2 4% T2a 12% T2b 28% T3 0% T3a 8% T3b 24% T4 0% T4a 12% T4b (skip to Q8) <page break> (ask only of urologists) n=25 6b. How often do your manage a T1 bladder cancer patient with an oncologist? (Select one) 0% Always CONFIDENTIAL Page 83 of 103 2007 Business Plan 0% Most of the time 8% Sometimes 44% Rarely 48% Never (ask only of urologists) n=25 7a. What is the most common bladder cancer stage at which most urologists would seek an oncologist to co-manage a patient? (Select one) 0% CIS 0% Ta 4% T1 8% T2 0% T2a 16% T2b 32% T3 0% T3a 4% T3b 32% T4 0% T4a 4% T4b <page break> 8. Imagine that a new biotechnology technique for the detection of recurrence was available and the technique demonstrated an accuracy of 95%. Please rate the importance of this technique for bladder cancer monitoring on a scale from 1 to 5 where 1=Not At All Important and 5=Very Important. (Select one) Mean: 4.44 0% 1 - Not At All Important 2% 2 8% 3 34% 4 56% 5 - Very Important <end survey> Page 84 of 103 CONFIDENTIAL 2007 Business Plan Appendix C: Raw data from market research questionnaire (place following 8 pages side by side to read) QS1 QS1Specified_5 QS2 QS3_1 QS4 Hematology / Oncology Yes 3 Private Office or Clinic Hematology / Oncology Yes 3 Private Office or Clinic Non-Academic Teaching Hematology / Oncology Yes 5 Hospital Hematology / Oncology Yes 6 Community Hospital Hematology / Oncology Yes 7 Private Office or Clinic Hematology / Oncology Yes 7 Private Office or Clinic Hematology / Oncology Yes 9 Community Hospital Hematology / Oncology Yes 10 Private Office or Clinic Hematology / Oncology Yes 11 Private Office or Clinic Hematology / Oncology Yes 12 Private Office or Clinic Hematology / Oncology Yes 13 Private Office or Clinic Non-Academic Teaching Hematology / Oncology Yes 15 Hospital Hematology / Oncology Yes 15 Private Office or Clinic Hematology / Oncology Yes 22 Private Office or Clinic Medical Oncology Yes 3 Private Office or Clinic Medical Oncology Yes 6 Private Office or Clinic Medical Oncology Yes 8 Private Office or Clinic Medical Oncology Yes 10 Private Office or Clinic Medical Oncology Yes 15 Private Office or Clinic Medical Oncology Yes 15 Private Office or Clinic Medical Oncology Yes 19 Community Hospital Medical Oncology Yes 20 Private Office or Clinic Non-Academic Teaching Medical Oncology Yes 25 Hospital Medical Oncology Yes 25 Private Office or Clinic Medical Oncology Yes 30 Private Office or Clinic Urology Yes 4 Community Hospital Urology Yes 5 Private Office or Clinic Urology Yes 5 Private Office or Clinic Urology Yes 6 Community Hospital Urology Yes 7 Private Office or Clinic Urology Yes 7 Community Hospital Urology Yes 7 Community Hospital Non-Academic Teaching Urology Yes 8 Hospital Urology Yes 8 Academic Teaching Hospital Urology Yes 9 Community Hospital Urology Yes 9 Private Office or Clinic Urology Yes 15 Academic Teaching Hospital Urology Yes 15 Private Office or Clinic Urology Yes 15 Academic Teaching Hospital CONFIDENTIAL Page 85 of 103 2007 Business Plan Urology Urology Urology Urology Urology Urology Urology Urology Urology Urology Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 16 16 18 20 20 21 22 24 25 29 Urology Yes 30 QS4Specified_6 QS5_1 QS6_1 Page 86 of 103 Q1_1 85 4 Cystoscopy 95 15 Cystoscopy 95 3 Cystoscopy 100 10 Cystoscopy 100 15 Cystoscopy 90 55 Cystoscopy 90 8 90 5 Cystoscopy [Not Selected] 95 25 Cystoscopy 85 5 Cystoscopy 95 10 Cystoscopy 95 20 100 20 95 5 Cystoscopy [Not Selected] [Not Selected] 95 25 Cystoscopy 100 30 Cystoscopy VA Hospital Community Hospital Private Office or Clinic Private Office or Clinic Private Office or Clinic Community Hospital Private Office or Clinic Private Office or Clinic Academic Teaching Hospital Private Office or Clinic Community Hospital Q1_2 Urine cytology Urine cytology [Not Selected] [Not Selected] Urine cytology [Not Selected] Urine cytology [Not Selected] Urine cytology [Not Selected] [Not Selected] [Not Selected] [Not Selected] Urine cytology Urine cytology Urine cytology Q1_3 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] CONFIDENTIAL 2007 Business Plan 90 25 Cystoscopy 100 4 Cystoscopy 100 5 100 25 Cystoscopy [Not Selected] 100 5 Cystoscopy 100 5 Cystoscopy 93 5 Cystoscopy 98 9 Cystoscopy 90 8 Cystoscopy 100 50 Cystoscopy 100 10 Cystoscopy 100 32 Cystoscopy 95 40 Cystoscopy 90 15 Cystoscopy 95 50 Cystoscopy 95 50 Cystoscopy 98 50 Cystoscopy 85 80 Cystoscopy 90 10 Cystoscopy 95 30 Cystoscopy 90 7 Cystoscopy 100 10 Cystoscopy 90 60 Cystoscopy CONFIDENTIAL Urine cytology Urine cytology Urine cytology [Not Selected] Urine cytology Urine cytology Urine cytology [Not Selected] Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] UroVysion [Not Selected] [Not Selected] UroVysion [Not Selected] [Not Selected] UroVysion Page 87 of 103 2007 Business Plan 90 45 Cystoscopy 95 45 Cystoscopy 100 20 Cystoscopy 90 30 Cystoscopy 100 60 Cystoscopy 100 35 Cystoscopy 100 50 Cystoscopy 95 30 Cystoscopy 100 30 Cystoscopy 95 15 Cystoscopy 100 10 Cystoscopy Q1_4 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Bladder tumor antigen test (BTA Stat or BTA TRAK) [Not Selected] [Not Selected] [Not Selected] [Not Selected] Page 88 of 103 [Not Selected] Urine cytology [Not Selected] Urine cytology Urine cytology [Not Selected] Urine cytology Urine cytology Urine cytology Urine cytology Urine cytology UroVysion [Not Selected] [Not Selected] UroVysion UroVysion [Not Selected] UroVysion [Not Selected] UroVysion [Not Selected] [Not Selected] Q1_5 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Nuclear matrix protein test (NMP-22) [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Q1_6 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] CONFIDENTIAL 2007 Business Plan [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Q1_7 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Nuclear matrix protein test (NMP-22) [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) [Not Selected] Nuclear matrix protein test (NMP-22) [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) Nuclear matrix protein test (NMP-22) [Not Selected] [Not Selected] [Not Selected] [Not Selected] Q1Specified_7 Q2_1 Q2_2 CONFIDENTIAL [Not Selected] [Not Selected] TRAP test [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Page 89 of 103 2007 Business Plan [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Other, specify Other, specify [Not Selected] Other, specify [Not Selected] Other, specify [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Other, specify [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Page 90 of 103 follow up with urologist CT SCAN CT scan, CEA ct scan CT scan CONFIDENTIAL 2007 Business Plan [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Other, specify [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Not specific enough Not specific enough urine analysis CONFIDENTIAL [Not Selected] Not specific enough Not specific enough Not specific enough Not specific enough Not specific enough Not specific enough Not specific enough [Not Selected] [Not Selected] [Not Selected] Not specific enough [Not Selected] [Not Selected] Need to do cystoscopy anyway [Not Selected] [Not Selected] Need to do cystoscopy anyway Need to do cystoscopy anyway [Not Selected] [Not Selected] Need to do cystoscopy anyway Need to do cystoscopy anyway [Not Selected] [Not Selected] Need to do cystoscopy anyway Need to do cystoscopy anyway Need to do cystoscopy anyway [Not Selected] [Not Selected] Need to do cystoscopy anyway Need to do cystoscopy anyway [Not Selected] Not specific enough Not specific enough [Not Selected] Need to do cystoscopy anyway Need to do cystoscopy anyway [Not Selected] Not specific enough [Not Selected] Need to do cystoscopy anyway [Not Selected] Page 91 of 103 2007 Business Plan [Not Selected] [Not Selected] Q2_3 Do not have enough information about them [Not Selected] [Not Selected] Do not have enough information about them Do not have enough information about them [Not Selected] [Not Selected] Do not have enough information about them Do not have enough information about them Do not have enough information Page 92 of 103 [Not Selected] Not specific enough Need to do cystoscopy anyway [Not Selected] Q2_4 [Not Selected] [Not Selected] Third party will not pay for them [Not Selected] Third party will not pay for them Third party will not pay for them [Not Selected] Third party will not pay for them [Not Selected] [Not Selected] CONFIDENTIAL 2007 Business Plan about them [Not Selected] [Not Selected] [Not Selected] Do not have enough information about them [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Do not have enough information about them Do not have enough information about them [Not Selected] Do not have enough information about them [Not Selected] Do not have enough information about them Q2_5 CONFIDENTIAL Q2_6 Third party will not pay for them Third party will not pay for them Third party will not pay for them [Not Selected] [Not Selected] [Not Selected] [Not Selected] Third party will not pay for them [Not Selected] [Not Selected] Third party will not pay for them Third party will not pay for them [Not Selected] [Not Selected] [Not Selected] Q2_7 Q2Specified_6 Page 93 of 103 2007 Business Plan Will not alter patient management Will not alter patient management [Not Selected] [Not Selected] Will not alter patient management [Not Selected] Will not alter patient management [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Will not alter patient management [Not Selected] Will not alter patient management Will not alter patient management [Not Selected] Will not alter patient management [Not Selected] [Not Selected] Q3 Q 3 months Q 6 months Q 6 months Q 3 months Q 3 months Q 3 months Page 94 of 103 [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Other, specify [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] None of the above [Not Selected] [Not Selected] [Not Selected] Other, specify [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] [Not Selected] Q3Specified_5 not reimbursed well enough use these tests regularly Q4 Not Satisfied Somewhat Satisfied Somewhat Satisfied Somewhat Satisfied Satisfied Somewhat Satisfied CONFIDENTIAL Q5_A_1 Yes No Yes Yes No No 2007 Business Plan Q 3 months Q 3 months Q 3 months Q 6 months Q 3 months Q 3 months Q 6 months Q 3 months Q 3 months Q 3 months Q 3 months Q 6 months Q 6 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Q 3 months Other, specify Q 3 months Q 3 months Q 3 months Q 6 months Q 3 months Q 3 months Q 3 months Other, specify Q 3 months Q 3 months Q 3 months Q 6 months Q 3 months Other, specify depends on grade and stage of disease Every 3 months for first 2 years and every 6 months after that Somewhat Satisfied Not Satisfied Satisfied Somewhat Satisfied Somewhat Satisfied Somewhat Satisfied Satisfied Somewhat Satisfied Satisfied Satisfied Somewhat Satisfied Satisfied Satisfied Very Satisfied Somewhat Satisfied Satisfied Satisfied Satisfied Somewhat Satisfied Satisfied Satisfied Satisfied Satisfied Somewhat Satisfied Satisfied Satisfied Somewhat Satisfied Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes Somewhat Satisfied Very Satisfied Satisfied Satisfied Satisfied Satisfied Satisfied Somewhat Satisfied Yes No No No Yes Yes Yes Yes Satisfied Satisfied Somewhat Satisfied Somewhat Satisfied Somewhat Satisfied Satisfied No Yes Yes No Yes No depends on grade, stage and last date of Satisfied CONFIDENTIAL Yes Page 95 of 103 2007 Business Plan recurrence Q 3 months Q 3 months Q5_A_2 Q6a Yes Rarely Most of the No time No Sometimes Yes Sometimes No Always No Always Most of the Yes time Yes Rarely Most of the No time No Rarely Yes Sometimes No Sometimes Yes Sometimes No Sometimes Most of the Yes time Yes Always Yes Sometimes Yes Rarely Yes Rarely Yes Rarely No Sometimes Yes Sometimes Most of the Yes time No Sometimes No Sometimes No Yes Yes No Yes No No Yes Yes Yes No Page 96 of 103 Satisfied Satisfied Q7a Q6b T4b Yes Yes Q7b Q8 5 - Very Important State CA T3 T4 T4 CIS T2 5 - Very Important 5 - Very Important 3 5 - Very Important 4 OH OR KY FL CA T4 T4b 5 - Very Important 4 IL GA T3 T4 T2a T2b T2b CIS 5 - Very Important 5 - Very Important 4 5 - Very Important 4 5 - Very Important KY LA NJ PA IN TX T3 T3 T4b T4 T4 T3 T3 T2b 5 - Very Important 5 - Very Important 5 - Very Important 5 - Very Important 5 - Very Important 3 5 - Very Important 5 - Very Important IN PA OH AL AL MD MD LA T3b T3 T3b 5 - Very Important 5 - Very Important 5 - Very Important 5 - Very Important 4 4 5 - Very Important 4 2 3 4 4 5 - Very Important 5 - Very Important PA MD OH ME IL CA DE NJ FL FL NJ NY CA NY Rarely Never Never Rarely Rarely Rarely Rarely Never Never Rarely Sometimes T4 T3 T3 T4 T2b T3 T3 T2b T3 T4b T2 CONFIDENTIAL 2007 Business Plan No No Yes No No No Yes Yes No Yes No Yes Yes Yes Never Rarely Never Never Never Never Rarely Rarely Rarely Rarely Never Never Sometimes Never T4 T4 T2b T3 T2b T3b T4 T2 T3 T4 T4 T3 T4 T1 4 5 - Very Important 5 - Very Important 4 4 4 3 5 - Very Important 4 5 - Very Important 4 4 5 - Very Important 4 NC SC NJ TX FL AL NY TN MA TX NY NY NC MD Appendix D: Calculations for 10% Market Penetration 10k practicing urologists in US Approximately 52% use lab tests for monitoring ( based on our survey) Average number BC patients seen/mo = 24 Assume 70% require some sort of monitoring for recurrence; therefore, 17 patients/month/uro need testing Therefore, 52% of 17/month get lab diagnostic ordered x 12 months x 10,000 practicing uros (out of 11k total) = 1,060,800 lab diagnostics ordered per year in the US for monitoring BC Checking our 1.06 mil tests/year’s derivation with the known 500,000 diagnosed patients in the US yields approximately 2 tests/year/diagnosed patient. While this is “in the ballpark” we believe that the 1.06 mil tests/year is a bit high since those patients with long-standing disease do not get monitored as often (current American Urological Association guidelines for monitoring are every 3 months for 18-24 months, then every 6 months for 2 years and then annually [see reference 4 in Demographic section] for lab diagnostics for the monitoring of diagnosed BC. Thus, the estimate based on our market research seems reasonable, and we will use 1 million for the number of lab tests ordered each year for monitoring BC. For 10% penetration of the current market, we would expect 100,000 tests ordered in the first full year of the MSA’s availability; this translates into about 10 MSA tests ordered/urologist/year. If the test is priced at $300.00 each, then $30 mil would be the expected revenue first year. CONFIDENTIAL Page 97 of 103 2007 Business Plan Appendix E: Dwindling Coronary Artery Bypass Grafts Source: http://www.bishca.state.vt.us/HcaDiv/HRAP_Act53/HRC_BISHCAcompa rison_2006/VandM_pdfs/FINAL_CABG.pdf Page 98 of 103 CONFIDENTIAL 2007 Business Plan Appendix F: NMP22 (see next 3 pages) CONFIDENTIAL Page 99 of 103 2007 Business Plan Page 100 of 103 CONFIDENTIAL 2007 Business Plan The above can be found at: http://128.121.187.117/pdf/MediaKit.pdf CONFIDENTIAL Page 101 of 103 2007 Business Plan Appendix G: UroVysion From http://www.UroVysion.com/Background_356.asp Product development The UroVysionTM Bladder Cancer Kit (UroVysion Kit) was developed by an iterative process that methodically tested a set of DNA probes on bladder cells obtained from urine samples of patients with and without bladder cancer. The set of probes was selected for testing based on reports in the scientific literature that associated these changes in DNA (chromosome copy number changes or deletion of the locus) with bladder cancer. For example, the 9p21 region is important because it contains a proposed tumor suppressor gene, p16. Deletion of p16 is one of the most common alterations in urothelial carcinoma (bladder cancer)18. At the end of the study, a set of four DNA probes was selected that provided the greatest sensitivity for urothelial carcinoma detection18 . FDA Clearance On August 3, 2001, the US FDA cleared for marketing the UroVysionTM Bladder Cancer Kit (UroVysion Kit) for monitoring the recurrence of bladder cancer. The UroVysion Bladder Cancer Kit (UroVysion Kit) is designed to detect aneuploidy for chromosomes 3, 7, 17, and loss of the 9p21 locus via fluorescence in situ hybridization (FISH) in urine specimens from persons with hematuria suspected of having bladder cancer. Results from the UroVysion Kit are intended for use, in conjunction with and not in lieu of current standard diagnostic procedures, as an aid for initial diagnosis of bladder carcinoma in patients with hematuria and subsequent monitoring for tumor recurrence in patients previously diagnosed with bladder cancer. Doc ID: 30-640074 Last Modified: 4/24/2006 Revision: B Vysis Inc., a wholly-owned subsidary of Abbott Laboratories Inc. 3100 Woodcreek Drive Downers Grove,IL 60515-5400 USA Phone: 800-553-7042 FAX: 630-271-7138 Email: [email protected] Copyright Vysis Inc., a wholly-owned subsidary of Abbott Laboratories Inc.© 2006 All rights reserved worldwide. The following data tables from the Clinical Trials for the UroVysion Kit compare its sensitivity to urine cytology sensitivity for various stages and grades of bladder cancer (Tables 1 and 2): From http://www.UroVysion.com/FAQ_365.asp#12 Table 1. Sensitivity (%) by Stage Page 102 of 103 CONFIDENTIAL 2007 Business Plan Stage UroVysion Kit Urine cytology TaG1 55% 20% TaG2,3 83% 33% T1 83% 67% T2 100% 33% Tis 100% 33% Table 2. Sensitivity (%) by Grade Grade UroVysion Kit Urine cytology 1 55% 18% 2 78% 44% 3 94% 41% High sensitivity translates into few false negatives. Specificity of traditional cytology and the UroVysion Kit are both ~95% among healthy and non-healthy test subjects. T CONFIDENTIAL Page 103 of 103