GlycoGenesys, Inc. $1.10 BUY
Transcription
GlycoGenesys, Inc. $1.10 BUY
D. Paul Cohen, President 21 Manzanita Avenue #1000 San Rafael, CA 94901 www.cohenresearch.com Telephone: 415.454.6985 Fax: 415.455.0295 E-mail: [email protected] E-mail: [email protected] GlycoGenesys, Inc. (NASDAQ:GLGS) $1.10 BUY July 27, 2005 Price Targets Scenario Optimistic Base Case Pessimistic Pre-Pharma Agreement $6.7 $6.5 $4.4 With Pharma Agreement $11.2 $10.8 $7.4 Our Scenarios and valuation analysis are discussed in Forecast and Valuation sections of the report. Historical and Forecasted Earnings FY: Mar Jun Sep Dec Fiscal Yr 2002 -0.48 -0.48 -0.42 -0.69 -2.07 2003 -0.30 -0.24 -0.30 -0.34 -1.18 2004 -0.36 -0.30 -0.30 -0.19 -1.15 2005 -0.26 -0.30 E 0.65 E -0.30 E -0.19 E (This report may not be reproduced.) Page 1 of 71 2006 -0.34 E -0.13 E -0.13 E -0.13 E -0.61 E Cohen Independent Research Group KEY RATIOS LTM As Of 2004/12 Income From Continuing Operations Income From Total Operations Diluted EPS From Continuing Ops. Diluted EPS From Total Operations -10,124,716 -10,124,716 -1.15 -1.15 Annual Growth Rates (%) 3Yr Cap. Spending Growth Rate 5Yr Cap. Spending Growth Rate 3Yr R&D Growth Rate 5Yr R&D Growth Rate 103.28 -2.64 13.73 5.31 5-Year Averages Return on Equity (%) Return on Assets (%) Return on Invested Capital (%) NA -234.5 -2,337 LTM Ratios As Of 2004/12 Current Ratio Quick Ratio Leverage Ratio Return On Invested Capital (%) Return On Assets (%) Price/Book Ratio Book Value Per Share Working Capital Per Share Cash Per Share Cash Flow Per Share Free Cash Flow Per Share Tangible Book Value Per Share Price/Cash Flow Ratio Price/Free Cash Flow Ratio Price/Tangible Book (This report may not be reproduced.) Page 2 of 71 1.5 1.3 2.3 -752.2 -326.1 5.69 0.13 0.08 0.22 -1.04 -0.85 0.13 -0.7 -0.9 5.69 Cohen Independent Research Group PRICE AND VOLUME High Price Low Price Close Price Total Volume Average Daily Volume Price Change (%) Price Change vs Market (%) Last 4 Weeks 1.39 0.95 1.14 14,125,900 830,900 -3.5 93 5 Day Moving Average 10 Day Moving Average 10 Week Moving Average 30 Week Moving Average 200 Day Moving Average Last 13 Weeks 2.29 0.63 0.69 25,555,800 418,900 59.4 149 1.13 1.08 0.96 1.14 1.5 Daily Vol. As % Of 10 Day Avg. Vol. This Week Vol. Times Week's $ Change ($000s) This Week's Dollar Volume ($000s) Weekly Volume As % Of Shares Out. Liquidity Ratio ($000s) On-Balance Volume Index Last 4 Weeks (%) 46 -309 2,174 19.14 109.2 354 Last 26 Weeks 2.29 0.63 1.3 29,842,400 240,700 -15.4 80 Last 52 Weeks 3.78 0.63 3 44,154,800 176,600 -63.3 32 200 Day Price Index vs Market (%) Price Momentum This Week (%) Price Momentum Prior Week (%) Beta (60 Month) Beta (36 Month) Average Current Market Value Market Value As % Of Revenues Reported Shares Out. (2005/05/20) (#) Balance Sheet Shares Out. (2005/03) (#) Float (#) Float As % Of Shares Outstanding 3 This document may not be reproduced 37 114 110 0.96 1.15 11,092,822 0 10,084,384 10,084,384 9,475,599 94 Cohen Independent Research Group INSTITUTIONAL TRADING Date 2005/06 2005/05 2005/04 2005/03 2005/02 2005/01 2004/12 2004/11 2004/10 2004/09 2004/08 2004/07 Shares Bought 41,465 41,465 35,600 0 0 69,845 70,746 70,606 11,202 10,302 10,302 4,505 Shares Sold 250,381 250,381 306 422 422 13,458 16,382 16,350 3,033 21,417 56,117 56,117 Shares Held Institutions (#) 366,257 13 366,257 13 652,522 10 601,901 10 632,230 11 1,501,649 16 523,370 20 436,707 18 304,918 18 325,181 18 307,051 17 309,316 21 SHORT INTEREST TRADING 400,000 12 Short Interest Shares (#) Short Interest Ratio 350,000 10 300,000 8 250,000 200,000 6 150,000 4 100,000 2 50,000 0 7/ 12 /2 00 4 8/ 10 /2 00 4 9/ 10 /2 00 4 10 /1 2/ 20 04 11 /1 0/ 20 04 12 /1 0/ 20 04 1/ 11 /2 00 5 2/ 10 /2 00 5 3/ 10 /2 00 5 4/ 12 /2 00 5 5/ 10 /2 00 5 6/ 10 /2 00 5 0 4 This document may not be reproduced Cohen Independent Research Group TABLE OF CONTENTS KEY RATIOS ................................................................................................................................2 PRICE AND VOLUME..................................................................................................................3 INSTITUTIONAL TRADING .........................................................................................................4 SHORT INTEREST TRADING .....................................................................................................4 THE COMPANY ...........................................................................................................................8 HISTORY ......................................................................................................................................8 Recent Events ............................................................................................................................9 INVESTMENT THESIS...............................................................................................................11 Bull Case ..................................................................................................................................11 Bear Case.................................................................................................................................12 DEMAND DRIVERS ...................................................................................................................12 Market Opportunity ...................................................................................................................13 Colorectal Cancer ..................................................................................................................................14 Pancreatic Cancer .................................................................................................................................14 Prostate Cancer .....................................................................................................................................14 Ovarian Cancer......................................................................................................................................14 Breast Cancer ........................................................................................................................................15 Multiple Myeloma ...................................................................................................................................15 COMPETITION ...........................................................................................................................15 Figure 1: Monoclonal Antibody Mechanisms ................................................................................16 Figure 2: Tumor-Activated Prodrug - Mechanism Sequence (a) .............................................16 Figure 3: Tumor-Activated Prodrug - Mechanism Sequence (b) .............................................16 Figure 4: Tumor-Activated Prodrug - Mechanism Sequence (c) .............................................16 Figure 5: Tumor-Activated Prodrug - Mechanism Sequence (d) .............................................17 Figure 6: The Central Dogma .......................................................................................................18 Figure 7: Antisense Attack ............................................................................................................18 Product Uniqueness and Applications ......................................................................................18 GCS-100 ................................................................................................................................................18 Figure 8: Overall GCS-100 Structure............................................................................................19 Figure 9: Anti-metastasis ..............................................................................................................20 Figure 10: Dose Dependent Tumor Inhibition by GCS-100 (In Vivo) ...........................................20 Figure 11: Anti-Proliferative Action ...............................................................................................20 Figure 12: Schematic of VEGF effect on Vessel Growth..............................................................21 Figure 13: New Vessel Growth (neovascularization).....................................................................21 Figure 14: Extracellular Matrix ......................................................................................................21 Figure 15: Bcl-2 Effect on Mitochondria and Apoptosis.................................................................22 Figure 16: Apoptotic Signaling Triggered by Conventional and Novel Agents .............................22 INTELLECTUAL PROPERTY ....................................................................................................22 U.S............................................................................................................................................22 Wayne State/Karmanos License ...........................................................................................................22 The Platt License ...................................................................................................................................23 Elan License ..........................................................................................................................................23 Combination Therapies..........................................................................................................................23 THE SCIENCE BEHIND THE PRODUCTS................................................................................23 Glycomics .................................................................................................................................23 Carbohydrates ..........................................................................................................................24 Figure 17: Cell Wall Structure ........................................................................................................24 Figure 18: Sequence of Information Travel ...................................................................................24 Figure 19: Structure of Glucose ....................................................................................................25 5 This document may not be reproduced Cohen Independent Research Group Figure 20: Detailed Structure of Lipid Bilayer of Cell Wall ............................................................25 Lectins ......................................................................................................................................25 Cancer ......................................................................................................................................26 Table 1: Estimated New Cancer Cases and Deaths by Sex for All Sites, US, 2005....................28 Clinical Trials ............................................................................................................................29 Food and Drug Administration Approval Process..................................................................................29 Phase I: ..................................................................................................................................................29 Phase II ..................................................................................................................................................30 Phase III .................................................................................................................................................30 Phase IV.................................................................................................................................................30 Table 2: Testing In Humans..........................................................................................................30 Chart 1: New Drug Development Timeline ...................................................................................31 Source: www.fda.gov/ceder/about .................................................................................................31 GCS-100 Clinical Trials ............................................................................................................31 Chart 2: Clinical Programs ............................................................................................................32 Solid Tumor Program ...............................................................................................................32 Chart 3: Solid Tumor Program GCS-100 ......................................................................................33 Bloodborne Program ................................................................................................................33 Multiple Myeloma......................................................................................................................33 Chart 4: GCS-100 induces apoptosis in Bortezomib-resistant MM patient cells. .........................34 Chart 5: GCS-100 inhibits the adhesion-induced growth of MM cells ...........................................35 Chart 6: GCS-100 inhibits VEGF-induced migration of MM cells .................................................35 Chronic Lymphocytic Leukemia................................................................................................36 Chart 7: GCS-100 Induced Mitochodondrial Depolarization in Human Lymphoma Cell Lines ....36 Chart 8: GCS-100 Kills Isolated Human CLL Cells.......................................................................37 Chart 9: GCS-100 Increases Effect of Standard Chemotherapy..................................................38 Chart 10: GCS-100 Induces Apoptosis Via Caspase-9 ................................................................39 BUSINESS SECTION.................................................................................................................40 Manufacturing...........................................................................................................................40 Patents .....................................................................................................................................40 Legal.........................................................................................................................................40 LIQUIDITY AND LEVERAGE.....................................................................................................41 CAPITALIZATION ......................................................................................................................41 Table 3: Share Dilution..................................................................................................................42 CASH FLOW ..............................................................................................................................42 Table 4: Net Cash Flow from Operations (NCFO) ($ millions) .....................................................42 FORECASTS..............................................................................................................................43 Anticipated Partner Agreement ................................................................................................43 Clinical Trial Timeframe and Expense ......................................................................................44 Table 5: Estimated Clinical Trial Expense ....................................................................................45 Patient Population ....................................................................................................................45 Table 6: Annual Diagnoses in the US ...........................................................................................45 Table 7: Patients Seeking Treatment in US and Europe ..............................................................45 Pricing.......................................................................................................................................45 FINANCIAL FORECASTS .........................................................................................................46 Table 8: Market Share After FDA Approval ..................................................................................46 Table 9: NDA Approval Time Line ................................................................................................47 Table 10: Base Case Royalty Revenue Forecast ($ millions) ......................................................47 Table 11: Optimistic Royalty Revenue Forecast ($ millions) ........................................................47 Table 12: Pessimistic Royalty Revenue Forecast ($ millions) ......................................................48 Table 13: Optimistic Forecast ($ millions).....................................................................................48 Table 14: Base Case Forecast ($ millions) ...................................................................................48 6 This document may not be reproduced Cohen Independent Research Group Table 15: Pessimistic Forecast ($ millions)...................................................................................49 VALUATION ...............................................................................................................................49 Table 16: Table 17: Table 18: Table 19: Annual Revenue Growth Rates ....................................................................................49 Compound Annual Growth Rates from 2009 to 2014...................................................50 Price Targets for LFY+2 for 3 Scenarios vs. Long Term Growth Rate.........................50 Price Targets Based on Future Events.........................................................................51 CONCLUSION............................................................................................................................51 MANAGEMENT..........................................................................................................................52 SCIENCE ADVISORY BOARD ..................................................................................................53 INCOME STATEMENT, ANNUAL .............................................................................................56 INCOME STATEMENT, QUARTERLY ......................................................................................57 BALANCE SHEET, ANNUAL ....................................................................................................58 BALANCE SHEET, QUARTERLY .............................................................................................59 STATEMENT OF CHANGES IN CASH, ANNUAL ....................................................................60 STATEMENT OF CHANGES IN CASH, QUARTERLY .............................................................61 Quarterly Liquidity Metrics, Total Assets........................................................................................62 GLOSSARY (STEDMANS MEDICAL DICTIONARY) ...............................................................63 BIBLIOGRAPHY ........................................................................................................................65 7 This document may not be reproduced Cohen Independent Research Group THE COMPANY GlycoGenesys, Inc. (http://www.glycogenesys.com) is a biotechnology company located in Boston, Massachusetts, that specializes in the production of drugs that have their base activity in carbohydrate and sugar molecules. The company employs 16 people. The science of glycomics involves the development of molecules such as proteins and lipids which have carbohydrate and sugar additions attached to them in order to alter their specific function. Carbohydrates and sugars are only recently being recognized for their full potential in the roles they play in the human body which include immune regulation, embryogenic development, intracellular signaling and much more. The Company is working on a new generation of cancer therapies based on carbohydrate biology. Their hope is for the drug to decrease the rate of progression and possibly stabilize or shrink a tumor with fewer side effects than current chemotherapeutic regimens. GCS-100, the leading drug candidate, is a complex carbohydrate that is designed for treatment of several different malignancies. It is intended to treat solid primary tumors, bloodborne tumors, and metastatic disease, either as a monotherapy treatment or in combination with other chemotherapeutic regimens. Phase I and Phase II clinical trials on the earlier ethanol-based version of GCS100 were completed. The Company has begun Phase I/II clinical trials for the low ethanol version of GCS100, GCS-100LE. There has been a large amount of clinical research conducted on GCS-100 as an anticancer agent. Some of the preliminary findings show that the molecule binds to carbohydrate receptors and can selectively interfere with cellular metabolism by decreasing cell growth, cell migration, cell adhesion to other cells and enhancement of apoptosis (programmed cell death). More specifically, the proposed mechanisms of action of GCS-100 include anti-metastatic activity, anti-angiogenetic activity (cutting off the blood supply), proapoptotic activity, and anti-proliferation activity. Also, the drug can interfere with mitochondrial activity, the energy factory of a cell, and thus create cell malfunction or even death. HISTORY The business was founded in 1992 under the name IGG International, Inc and was geared toward carbohydrate therapy in the treatment of patients with cancer. The company merged with Alvarada, Inc. (a public shell company) in 1995 and in 1998 changed its name to Safe Science, Inc. In 2001 a joint venture was formed with Elan Corporation in the form of Safe Science Newco, Ltd. to advance the study of GCS-100 in oncology. This venture was terminated in 2002, and GlycoGenesys regained all rights to GCS-100. All reimbursements due from Elan were paid. In October 2001, the Company changed its name to GlycoGenesys. The company’s subsidiary, SafeScience Products, Inc., developed products for agricultural applications such as Elexa, a defense booster, approved by the US EPA for certain fungal diseases. Elexa was sold in June 2004, and the Company retains royalties on product sales. An insecticidal product for indoor and outdoor pests was developed and received conditional EPA approval. This product is for sale and no further (This report may not be reproduced.) Page 8 of 71 Cohen Independent Research Group development is occurring. We do not expect any material revenues from the agriculture subsidiary. Recent Events Source: GlycoGenesys, Inc., Reuters New Discovery Provides Mechanistic Picture of How GlycoGenesys’ GCS-100 Targets Malignant Lymphoma Cells and Induces Cell Death. New Discovery Revealed at the 9th International Conference on Malignant Lymphoma in Switzerland June 15, 2005 GlycoGenesys, Inc.'s GCS-100 was the Subject of Talk By Dr. Finbarr Cotter At The 9th International Conference On Malignant Lymphoma in Lugano, Switzerland. Data shows how GCS-100, by binding to Galectin-3, targets and destroys malignant lymphoma and CLL cells with minimal effect against normal B-cells and stem cells. The data supports the Company’s choice of a CLL clinical trial. GCS-100 receives US Patent June 1, 2005 U.S. Patent Office Grants Patent for Use of GlycoGenesys, Inc.'s GCS-100 to Treat Angiogenesis-Related Diseases GlycoGenesys, Inc. Closes Second Tranche of $6,500,000 Financing May 23, 2005 million private placement. This first closing resulted in gross proceeds of $2,000,000 from institutional and accredited investors. In the closing, investors purchased 2,000 shares of Series D Preferred Stock and warrants to purchase 2,000,000 shares of common stock at a current exercise price of $1.23. In the second closing the Company will issue 4,500 shares of Series D Preferred Stock and warrants to purchase 4,500,000 shares of common stock for gross proceeds of $4.5 million. GlycoGenesys, Inc. Enters Into Definitive Agreements to Close on $6,500,000 of Funding From Institutions March 04, 2005 GlycoGenesys, Inc. announced that it has entered into definitive agreements to close on gross proceeds of $6,500,000 from institutions in exchange for issuance of 6,500 shares of convertible, redeemable Series D Preferred Stock, currently convertible into 6,500,000 shares of common stock, and warrants to purchase 6,500,000 shares of common stock currently at $1.23. The financing will take place in two closings. In the first closing, investors will purchase $2,000,000 of Series D Preferred Stock and warrants. The second closing, for which NASDAQ rules requires receipt of shareholder approval, shall cover the remaining $4,500,000 of Series D Preferred Stock and warrants. GlycoGenesys, Inc. Closes Second Tranche of a $6,500,000 Equity Placement to Institutions and Accredited Investors; Second Tranche Represents $4,500,000 in Gross Proceeds New In Vitro Study of GlycoGenesys’ GCS100LE Yields Promising Data in Chronic Lymphocytic Leukemia and other B-cell Cancers. Data Presented at American Society of Hematology Annual Meeting GlycoGenesys, Inc. Closes First Tranche of $6,500,000 Financing December 7, 2004 March 16, 2005 GlycoGenesys, Inc.’s GCS-100 was the subject of a poster session presented by Dr. Finbarr Cotter of Barts School of Medicine, London. The data showed that GCS-100 induced significant cell GlycoGenesys, Inc. announced that it has closed the first tranche of its previously announced $6.5 (This report may not be reproduced.) Page 9 of 71 Cohen Independent Research Group death of malignant cells via a known apoptotic pathway while having minimal effect on normal cells and greatly enhanced the apoptotic effect of chemotherapy at low doses. GlycoGenesys, Inc. Announces Scientific Rational for Developing GCS-100LE for Potential Treatment of Multiple Myeloma at American Society of Hematology Annual Meeting December 6, 2004 GlycoGenesys, Inc.’s GCS-100 subject of poster session presented by Dr. Dharminder Chauhan of Dana-Farber Cancer Institute, Boston. Study shows that GCS-100LE overcomes drug resistance of approved therapies and to have synergistic and additive effects in combination with other drugs for treatment of multiple myeloma in vitro. GlycoGenesys, Inc. Announces Victory in License Dispute with Former CEO November 11, 2004 GlycoGenesys, Inc. announced that it has received a favorable decision in final and binding arbitration proceedings. The arbitration was brought by the Company against David Platt, its former CEO, who is now CEO of ProPharmaceuticals, Inc. This favorable ruling affirms the Company's exclusive rights to the disputed intellectual property. This intellectual property relates to GCS-100, the Company's lead drug candidate. GlycoGenesys, Inc. Enters Into Definitive Agreements to Close on $5,000,000 of Funding From Institutions July 12, 2004 GlycoGenesys, Inc. announced that it has entered into definitive agreements to close on gross proceeds of $5,000,000 from institutions in exchange for issuance of 10,000,000 shares of common stock at $.50 and warrants to purchase 8,000,000 shares of common stock at $1.00. GlycoGenesys, Inc. Initiates Clinical Trial of GCS-100LE In Multiple Cancers; Company Plans Phase II Trials Once The Maximum Tolerated Dose is Reached May 12, 2004 GlycoGenesys, Inc. announced that it has initiated a Phase I dose escalation clinical trial in multiple solid tumor cancer indications evaluating GCS100LE at Sharp Clinical Oncology Research in San Diego, CA. The Company will determine appropriate cancer indications for Phase II clinical trials based on an evaluation of pre-clinical research and clinical data. Phase II trials are planned to test GCS-100LE as a monotherapy in late 2004 or early 2005. The Company plans to request Fast Track Drug Designation from the FDA to help expedite the development and approval process for GCS-100LE as a monotherapy. In late 2004 or early 2005, the Company also plans to commence human clinical testing of GCS-100LE in combination with approved chemotherapeutic agents. United States Patent and Trademark Office Grants GlycoGenesys, Inc. Key Patent for Expanding Use of Cancer Drug Candidate February 18, 2004 GlycoGenesys, Inc. announced that the U.S. Patent and Trademark Office has issued the Company a U.S. Patent No. 6,680,306 "Method for Enhancing the Effectiveness of Cancer Therapies" covering the use of GCS-100 and other carbohydrates that bind to galectins prior to or in combination with chemotherapy or surgery for the treatment of cancer. (This report may not be reproduced.) Page 10 of 71 Cohen Independent Research Group to 2022. There are 13 pending U.S. patent applications. INVESTMENT THESIS • GlycoGenesys is a leader in glycomics • The Company’s leading compound, GCS-100, has shown (1) clinical activity for solid tumors such as pancreatic and colorectal cancers, and (2) in vitro activity for blood-borne cancers such as multiple myeloma and chronic lymphocytic leukemia (CLL). • • • • The Company is in discussions with several large pharmaceutical companies. We expect an agreement that includes milestone payments, royalties and clinical trial financial support will be announced in FY05. The IC-50 in vitro test for GCS-100, which measures the amount of active compound required to kill 50% of the cancer cells is extremely favorable. Phase I/II clinical trials for the high ethanol version of GCS-100 have already been completed. The low ethanol version is currently undergoing Phase I/II dose escalation clinical trials. To date, no maximum tolerated dose has been achieved in the solid tumor study. The low ethanol version of GCS-100 allows it to be combined with existing cancer therapies. We believe GCS-100 will receive expedited FDA approval due to its extensive testing and multiple mechanisms of action. • GlycoGenesys owns or has licenses for eight foreign patents with expiration dates from 2015 to 2017. There are 53 pending foreign patent applications. • World renowned scientists are participating in the trials and development of GCS-100 including Dr. Kenneth C. Anderson of the Dana-Farber Cancer Institute, Dr. Finbarr E. Cotter of Barts & The London Queen Mary School of Medicine, and Dr. Dan Von Hoff of the Cancer Center at the University of Arizona • Pre-clinical research indicates GCS-100 has potential to treat solid tumors and blood-borne cancers. • New data showing GCS-100LE having significant effect on multiple myeloma cells and certain malignant B cells has led to a new clinical trial of GCS-100LE for multiple myeloma patients and soon for patients with chronic lymphocytic leukemia. • GCS-100 has a multifaceted mechanism of action. This is very significant in receiving FDA approval. • Dose escalation in current clinical trials has not yet shown a level of toxicity even when dosage is 8 to 10 times that of the original GCS-100 clinical trials. • If the clinical trials show promising results, there may be an opportunity for a larger pharmaceutical firm to consider partnering with GlycoGenesys or buying the company outright. • There is the strong possibility of GCS-100 receiving expedited approval and ‘Fast Track” status from the FDA due to its activity and favorable side effect profile. Bull Case • The science of glycomics has recently shown promising hope for drug therapy. • GlycoGenesys owns or has licenses for 14 U.S. patents with expiration dates from 2013 (This report may not be reproduced.) Page 11 of 71 Cohen Independent Research Group • • • • Other anti-cancer agents for blood-borne diseases have been approved with as little as 90 patients in pivotal clinical trials. GCS-100 has already been tested on 100 solid tumor cancer patients. The company is devoting resources to clinical trials with three indications: multiple myeloma, chronic lymphocytic leukemia (CLL) and solid tumors, such as pancreatic and colorectal cancers. Since GCS-100 has a multifaceted mechanism of action, it may have other applications in other areas such as inflammatory diseases and disease whose pathophysiology may be partially based on angiogenesis. We expect an agreement with a large pharmaceutical company will occur in FY05. GCS-100. There is no guarantee that the company will receive necessary approval to reach the marketplace. • The patent challenge by Platt, the former CEO, may limit some of the applicability of the GlycoGenesys patents. • Some resources suggest that there are many other biotechnology companies with more than 100 drugs currently being tested in more advanced clinical trials than GCS-100. • Many of the competitors have access to larger sums of capital than GlycoGenesys. • GlycoGenesys has sustained significant financial losses since inception and has not generated any profit to date. • Any litigation and suits that may arise can affect the company’s financial status which would have an adverse effect on present and future research and development. • If any of the key personnel leave the company, there may be a significant impact on the future course of the company. • Future reimbursement from Medicare and other third party insurers is uncertain and this may affect the sales of GCS-100. Bear Case • GCS-100 is the main drug of interest for the Company. There is no wide array of drugs available for testing. All of the company’s future currently rests on the success of GCS100. • If the ongoing clinical trials do not demonstrate safety and efficacy, GCS-100 may not get approved. • The Company will need to raise additional funds or form an agreement with a large pharmaceutical company to continue clinical trials into 2006. • The oncology arena is full of aggressive competitors when it comes to drug therapy and if another medicine reports similar efficacy with less adverse effects and cost, GCS-100 may not be a leader. • The rigorous FDA regulations may slow or even halt the process towards the marketing of DEMAND DRIVERS During the last decade there has been a tremendous emphasis placed on the study of proteins and their place in human disease and on the human genome, which has been finally mapped in its entirety. In this new century, scientists have realized that there is a whole other spectrum involving sugars and carbohydrates in the treatment of diseases. This includes inflammatory diseases as well as malignant diseases. Since GCS-100 is primarily targeted at (This report may not be reproduced.) Page 12 of 71 Cohen Independent Research Group the treatment of cancer patients, we emphasize the oncology market. Current cancer treatment modalities include surgery (sometimes radical), chemotherapy, and radiation. Surgery is often reserved for patients with early stage disease and palliative therapy for patients with advanced disease. Radiation and chemotherapy are very effective treatments but are limited by their toxicity to normal cells. This is the crucial point. If normal cells were not killed by these treatments then we could theoretically eliminate all cancer cells in the body through continuous exposure to radiation or infusion of chemotherapeutic substances. Unfortunately this is not the case. Treatments are often dose-limited. This is where glycomics and GCS-100 make their impact. It is the low toxicity levels associated with carbohydrate compounds and their conjugates that show a tremendous promise for this class of drugs. More specifically, the multifaceted mechanism of action of GCS-100 is a like a shining light. The drug works on several different areas of the human cell metabolism and has been shown to offer little toxicity at higher doses. It offers tremendous hope for patients receiving chemotherapy and extending their lives without costing a reduced quality of life. If GCS-100 receives FDA approval it may very well become a blockbuster drug for the treatment of the indicated disease(s). Cancer patients are often more than willing to receive a medication if it has the potential to help battle their disease without creating physical turmoil. Along with this physical turmoil often comes psychological despair which is another burden the patient must endure. It is our belief that if GCS100 is approved, it may certainly be one of the more successful cancer therapy treatments to hit the market in the past ten years. Market Opportunity The anti-cancer drug market is huge and has endless potential since there is much improvement to be seen in current therapies. Many of the chemotherapy agents in use today may be very effective in treating specific tumors but the need for high and continuous dosing has a tendency to cause severe adverse effects for the patient which significantly reduces their quality of life. The global cancer market is one of the largest drug markets in the world currently valued in excess of $25 billion by some estimates and significant growth is expected to continue for the next 10 to 15 years. There is tremendous potential for the developing field of glycomics and the pipeline of drugs that await trial and testing. The American Cancer Society estimates that there are in excess of 30 companies involved in the development of more than 1,000 new drugs for the treatment of cancer. Researchers around the globe are expanding their search for effective therapies and are beginning to lead to novel forms of treatment. The traditional chemotherapies are constantly being improved and new methods are being developed to make them more efficacious as well as less toxic. The combination of carbohydrates and proteins used in the treatment of disease is creating a market of its own. The entire science of glycosylation reactions is showing promise in the pharmaceutical industry, especially in the oncology sector. The growth rate of this therapeutic area is in excess of 20 percent annually. This is a new field that may create products which possess lower toxicities and greater efficacies than existing treatments. Such a characteristic can open up a vast array of opportunities. There are a handful of drugs currently in different phases of clinical trials that show promise as therapeutic measures for clinical (This report may not be reproduced.) Page 13 of 71 Cohen Independent Research Group application. For example, Aranesp® is one product that has been created using specific carbohydrate moieties on a base molecule. It is currently on the market and has shown tremendous success. The potential success of GCS-100 stems from the fact that it has multiple mechanism of action which can play a role in cancer therapy. Some of the tumors it can treat include small cell tumor of the lung, myelomas, lymphomas, chronic lymphocytic leukemia, melanomas as well as other malignancies of the prostate, lung, colon/rectum, pancreas and liver. If we look at only the oncology market, it can be subdivided into each category of tumor. We look at just a few of the potential markets in cancer. It has been estimated that breast, prostate, and colorectal cancer combined comprise a global market opportunity in excess of $1 billion. However, if the glycobiology science proves to be what is being shown now, then the applications to other diseases can open up many new markets. Since GCS-100 is being evaluated for chemotherapeutic purposes, we will concentrate on a few different markets. Colorectal Cancer The American Cancer Society estimates that in 2005 there will be approximately 145,290 people (male and female) diagnosed with the disease and about 56,290 (male and female) will succumb to the disease. Cancers of the colon and rectum are the third most common type of cancer and the second most common cause of death in males and females combined. The lifetime risk of being diagnosed with cancer of the colon or rectum is 5.9% for men and 5.5% for women in the United States. Overall, incidence of and mortality from this disease is 35% higher in men than in women. Pancreatic Cancer Pancreatic cancer is the fourth leading cause of cancer death in men and the fifth leading cause of cancer in women. Approximately 1 out of 4 patients with cancer of the exocrine pancreas will live for at least one year after diagnosis. The five year survival rate is 1 in 25 persons. According to the American Cancer Society (ACS), in 2005, 32,180 people will be newly diagnosed with pancreatic cancer and 31,800 people will die of the disease. This cancer is often diagnosed in the late stages of disease. Currently, there are a few drugs including Gemzar® (gemcitabine), manufactured by Eli Lilly, that is FDA approved for the treatment of the disease. Other drugs used are 5-fluorouracil (5-FU), and Mitozytrex®, manufactured by SuperGen. Since this is a very aggressive disease and there is only one approved drug for its treatment, this would offer GlycoGenesys an excellent opportunity to penetrate the market using its glycomic technology. Prostate Cancer Prostate cancer is the second most common cancer in men in the U.S. and is the second leading cause of cancer death in American men. ACS estimates that there will be 232,090 new cases diagnosed in 2005 and 30,350 men will die from the disease. One in six men will be diagnosed with the disease in their lifetime. 99% of men diagnosed with prostate cancer survive for 5 years. 92% survive for 10 years, and 61% survive for 15 years. These statistics include all stages and grades of the disease. Ovarian Cancer Ovarian cancer is the seventh most common cancer in women and is the fourth leading cause of cancer deaths in women. The ACS estimates that (This report may not be reproduced.) Page 14 of 71 Cohen Independent Research Group there will be about 22,200 new case of ovarian cancer in the United States in 2005. About 16,210 women will die of the disease this year. There is some promising news in that the rate of ovarian cancer has declined since 1991. The risk of a woman developing this type of cancer in her lifetime is 1 in 58 and the risk of getting the disease and dying from it is 1 in 98. for cancer therapy. Some of these drugs are utilizing traditional mechanisms of action and some are new modalities all together. Some of the relatively new technologies include glycomics, monoclonal antibody therapy, antiangiogenic therapy, gene based therapy, and more. We mention a few of the potential competitors and a brief description of their background. Breast Cancer • Pro-Pharmaceuticals, is a biopharmaceutical company that is involved with the development of carbohydrate-based compounds that seek to enable existing chemotherapeutic drugs to be delivered more accurately and specifically to their targets. This method of delivery potentially helps to increase drug efficacy and to reduce drug adverse effects. The company is trying to combine its technology with current chemotherapeutic agent such as 5fluorouracil (5-FU), irinotecan, doxorubicin, paclitaxel, oxaliplatin, cisplatin, and bevacizumab. The company utilizes molecules to target the lectins sites on the cell surface. Their patented formulation is called “GlycoUpgrade™” and their main drug in testing is DAVANAT® which is currently being tested in conjunction with 5-FU for the treatment of refractory colorectal cancer. DAVANAT /5FU has recently completed phase I trials for the treatment of patients with advanced solid malignancies. In 2004, Phase II trials were initiated for the treatment of patients with metastatic colon cancer. • Seattle Genetics, Inc is a biotechnology company focused on developing monoclonal antibody cancer therapies. Their technology is based on genetically engineered monoclonal antibodies (mAbs), Antibody-Drug conjugates (ADCs), and Antibody-Directed Enzyme Prodrug Therapy (ADEPT). Breast cancer is the second most common cancer in women and is the second leading cause of death for women. The lifetime chance of developing invasive breast cancer is 1 in 7 (13.4%). Breast cancer occurs in men and women and in 2005 there will be 1,690 new cases diagnosed in men. The ACS estimates that there will be 211,240 new cases diagnosed in the United States in 2005 and that 40,140 women and 460 men will die from this disease. Currently there are more that 2 million women living with a diagnosis of this type of cancer and these women have been treated. The good news is that the incidence of, and death rates from breast cancer has decreased over the past 25 years. This could be due to the fact that more and more patients are diagnosed at an earlier stage of disease. Multiple Myeloma The ACS estimates that about 15,980 new cases of multiple myeloma will be diagnosed in 2005 and that about 11,300 Americans are expected to die of the disease. The five year survival rate is about 30% with the younger having better chances than the elderly. COMPETITION As previously mentioned, there are more than 300 companies participating in drug research and trial (This report may not be reproduced.) Page 15 of 71 Cohen Independent Research Group Figure 1: Monoclonal Antibody Mechanisms • ImmunoGen is a biotechnology company that develops targeted anticancer drugs. Its main technology, Tumor-Activated Prodrug (TAP) uses tumor-targeting antibodies to deliver a drug molecule to tumor cells. Figure 2: Tumor-Activated Prodrug Mechanism Sequence (a) Figure 3: Tumor-Activated Prodrug Mechanism Sequence (b) Source: www.seattlegenetics.com The company currently has three products undergoing clinical trials. SGN-30 is a genetically engineered antibody, currently in phase II trials for the treatment of systemic anaplastic large cell lymphoma (ALCL) or cutaneous (ALCL). SGN-15 is another antibody-antigen combination that recently completed a phase II study in combination with Taxotere®, for the treatment of nonsmall cell ling cancer. SGN-40 is an antibody that is currently in phase I trials for the treatment of patients with multiple myeloma or non-Hodgkin’s lymphoma. Figure 4: Tumor-Activated Prodrug Mechanism Sequence (c) (This report may not be reproduced.) Page 16 of 71 Cohen Independent Research Group Figure 5: Tumor-Activated Prodrug Mechanism Sequence (d) treatment of prostate cancer. It is currently in phase II clinical trials for the treatment of androgen independent prostate cancer. A second candidate for immunotherapy is APC8024, which is currently in a phase I clinical trial for the treatment of HER-2/neu positive breast, ovarian, and colorectal cancers. The company has 15 drugs in its preclinical development pipeline. • Optimer Pharmaceuticals is a biopharmaceutical company that specializes in producing late-stage anti-infective products, cancer drugs, and “disease-modifying” drugs for osteoarthritis and other antibiotic drugs based on carbohydrate science. The company’s core competence is obtained from the development of new drugs for the treatment of diseases that have no current satisfactory therapy. Its proprietary technology is OPOPS ™ and is a computer aided program to help in the synthesis and analysis of carbohydrates. There are several drugs in its pipeline including OPT-99 (prulifloxacin) which is currently undergoing phase II clinical trials as an antibiotic therapy. OPT-80 has been granted Fast Tack status by the FDA and has completed phase I clinical trials for the treatment of CDAD. Phase II clinical trials commenced in November 2004. • CellTech Group is part of UCB, a biopharmaceutical company, based in Brussels Belgium that specializes in drugs used for central nervous system disorders, allergy and respiratory disease, inflammatory disorders, and oncology. Its core competencies are in antibody technologies (design, expression, and production) and small molecule research. Celltech has a growing list of cancer drugs and concentrates in the areas of cytotoxic drugs and cytostatic drugs. The former class uses antibody mediated drug Source: www.immunogen.com The company has partnerships with Centocor, Biogen Idec, Genentech, Aventis, Millennium Pharmaceuticals, Boehringer Ingelheim, and Abgenix. These relationships help to expand ImmunoGen’s technology base and also gives the company access to large capital. There are currently two products undergoing clinical trials: cantuzumab mertansine and huN901DM1. The first is used to treat patients with gastrointestinal tumors such as colorectal cancer and pancreatic cancer and the second is used for non-small cell lung cancers and other hematological malignancies. The company licenses its technology to other companies for their use with their specific antibody molecules. • Dendreon is a biotechnology company developing targeted therapies for the treatment of cancer. The company uses several technology platforms including immunotherapy, monoclonal antibodies, and small molecules. Dendreon has a small molecule program focusing on low molecular weight molecules that modify Trp-p8 function. Trp-p8 is an ion channel that regulates the flow of calcium into cells. Its leading product, Provenga® is an investigational immunotherapy for the (This report may not be reproduced.) Page 17 of 71 Cohen Independent Research Group delivery and the latter method is via antiangiogenesis mechanisms. It currently has BMS 275291 in phase II/III trials for the treatment of small cell lung cancer. CDP 860 is in phase II trials for the enhanced uptake of chemotherapeutic agents. CMC-544 is undergoing pre clinical testing for the treatment of non-Hodgkin’s lymphoma. • Genta is a biopharmaceutical company that focuses on the identification, development and commercialization of drugs for the treatment of cancer patients. The company’s pipeline is based on RNA/DNA medicines, which include products that use Antisense, RNA interference and decoys, and small molecule technology. Figure 6: The Central Dogma Figure 7: Antisense Attack cancer. The Small Molecules program produced the lead drug Ganite® (gallium nitrate injection). This drug received FDA approval for intravenous treatment of cancer related hypercalcemia that is resistant to hydration. • Neose is a biopharmaceutical company focused on improving carbohydrate/protein therapeutics through the use of enzymes using its core technologies of GlycoAdvance™ and GlycoPEGylation™. It is applying these technologies to its own drug products and to other products that it is co-developing with other companies. The GlycoAdvance™ technology is used to complete the natural processes of protein glycosylation (synthetic glycosylation reactions are often incomplete) and the GlycoPEGylation technology™ is used to attach polyethylene glycol (PEG) to proteins. The company is currently targeting versions of erythropoietin (EPO) and granulocyte stimulating factor (G-CSF) as candidates for improvement. It is expected to file investigational new drug (IND) applications in 2005. Product Uniqueness and Applications GCS-100 The lead drug from the RNA/DNA program is Genasense® (oblimersen sodium) and it is currently in late stage clinical trials for the treatment of melanoma, multiple myeloma, chronic lymphocytic leukemia, non- small cell cancer, small cell lung cancer, and prostate GCS-100 is part of a class of drugs known as lectin inhibitors, more specifically the βgalactoside-binding protein family, which are being developed to treat several types of cancers through its actions on lectin-3 receptors. Through its multifaceted mechanism of action, GCS-100 arrests the progression of the disease by disrupting the metastatic process. More specifically, GCS100 attaches to cancer cells which contain specific proteins known as lectins. This attachment is one of the main reasons for a decrease in aggregation (This report may not be reproduced.) Page 18 of 71 Cohen Independent Research Group of cancer cells and thus a decrease in the metastatic process. Once the metastasis is slowed, the body’s immune cells can assist in destroying the cancer cells. • Ability to block the spread of cancer cells (anti-metastatic) • Ability to cut off the blood supply to tumor cells (anti-angiogenic) GCS-100 is a complex polysaccharide derived from citrus pectin isolated from the peel and pulp of citrus fruits through a proprietary hydrolysis process. Pectins are complex polysaccharides (large sugar molecules) found in plants and algae. The vast body of research on GCS-100 has pointed scientists to postulate that the new drug candidate can lead to anti-cancer activity via several different mechanisms. The basic effect is through a binding to a carbohydrate receptor on the cell surface which will ultimately lead to an alteration in cell behavior. These alterations can affect cellular proliferation, cellular migration, cellular adhesion, and apoptosis. GCS-100 is administered to patients via the intravenous route. • Ability to trigger programmed cell death (proapoptotic) • Ability to disrupt mitochondrial function The Company produces this compound from a specific form of natural citrus pectin through a patent pending process which breaks down the large pectin carbohydrates into smaller molecules which are rich in galactose. The specific process includes pH alteration of the pectin, hydrolysis, and an ethanol bath. This results in a concentrate that is used for drug production. Recently, the Company has created a version of the drug that has a significantly reduced amount of ethanol which allows the drug to be administered to patients at higher dosages. Galactose is very abundant in biological systems. These small sugar molecules are what make GCS-100 special in its ability to bind to other molecules on the cell surface. There have been several different mechanisms of action which have been elucidated from several pre-clinical trials. These include: Figure 8: Overall GCS-100 Structure Overall GCS-100 structure “Hairy” Region Galacturonic acid backbone with interspersed rhamnose Rhamnose Smooth Region Galactose rich branches from rhamnose residues Chemical techniques are used to characterize GCS-100 These proposed mechanisms are due to the binding of GCS-100 to a carbohydrate receptor moiety, such as galectin-3 and other growth factors such as vascular endothelial growth factor. In certain types of cancers, the galectin-3 protein is over expressed and is found on the surface of cells and within the cells. It has been found that during active metastasis, this protein is over expressed and the binding of GCS-100 to galectin3 may help slow the metastatic process. In vitro experiments show that GCS-100 binds to galectin3 and inhibits biological activity. Animal models demonstrate that administration of GCS-100 can decrease the number of metastasis to secondary sites and /or inhibit the growth of primary tumors (5). The anti-proliferative action can be seen from the graph below which shows that GCS-100 inhibits cancer cell proliferation. (This report may not be reproduced.) Page 19 of 71 Cohen Independent Research Group Some of the in vivo anti-metastatic activity can be quantified and visualized in the following graphs. Figure 11: Anti-Proliferative Action Figure 9: Anti-metastasis Anti-proliferative Action B16F10 in vitro assay 20 GCS-100 groups Vs Control p<0.05 15 10 GCS-100 IC50 = 60+/-20 ug/ml 5 0 tr on C ol 0 10 00 -1 S 60 30 20 10 m m m m k g/ k g/ k g/ k g/ kg g/ m 0 10 S- 0 10 S- TX C C G C G C G 00 -1 S g g g g Treatment groups and dose level Figure 10: Dose Dependent Tumor Inhibition by GCS-100 (In Vivo) Dose Dependent Tumor Inhibition by GCS-100 (In Vivo) B16F10 subcutaneous model (C57/Bl) 10 mg/kg 600 20 mg/kg 500 M ean tu m o r vo lu m e This assay demonstrates that GCS-100 inhibits cancer cell proliferation 25 C G Number of Lung Metastases after 14 days treatment Anti-metastasis: GCS-100 inhibition of B16F10 lung metastasis in C57/B1 (N=10/group) 400 30 mg/kg 300 60 mg/kg 200 CTX 100 mg/kg 100 Control 0 day 7 day 10 day14 day 17 day 20 Days of treatment Human dose equivalent: Mouse Human 10mg/kg = 30mg/m2 20mg/kg = 60mg/m2 30mg/kg = 90mg/m2 60mg/kg = 180mg/m2 Angiogenesis is the process of new blood vessel formation. It is considered a very important indicator of malignant growth. This process of neovascularization occurs in wound repair, inflammation, tumor growth in malignant conditions and many other disease states. There are several circumstances where angiogenesis occurs and these include states of low oxygen concentration, low pH (high acidity), active tumor gene production, and elevated inflammatory mediator chemicals such as cytokines. The process begins with the induction of blood vessel endothelial cells. These cells can be stimulated by many different growth factors including VEGF. Vascular endothelial growth factor (VEGF) is a naturally occurring protein in the body and helps to promote the growth of new blood vessels (angiogenesis). Many of the endothelial cells of the blood vessels contain sugar binding sites which help to regulate growth of the blood vessels. GCS-100 is known to inhibit its binding to endothelial cells, thus inhibiting its activity on these cells to create new blood vessels. This helps to decrease the blood flow to cancer cells. This is one of the mechanisms of anti-angiogenesis. Also, it is believed that galectin-3 is involved with angiogenesis and since GCS-100 inhibits the activity of galectin-3, this may be another mechanism of anti-angiogenesis activity. (This report may not be reproduced.) Page 20 of 71 Cohen Independent Research Group Ultimately, there is a decrease in the formation of new blood vessels to the malignant cells. Figure 14: Extracellular Matrix Figure 12: Schematic of VEGF effect on Vessel Growth Figure 13: New Vessel Growth (neovascularization) Tumor growth demonstrating progressive vessel regression correlating with expression patterns of Ang-2 and VEGF. A small tumor initially grows by coopting existing vessels (A). Ang-2 expression promotes vessel regression (B). Robust angiogenesis is apparent at the margin of the tumor where VEGF expression is upregulated (C). Source:http://www.rndsystems.com/cb/cbsu99/cbsu99a1.html Apoptosis is the programmed cell death that is coded into a cells’ genome. It basically signals the cell to self destruct and this is a very important requirement in cellular activity and metabolism. It helps in the control of the aging process and defense against viral infection and replication. If a cell did not have a destruct mode preprogrammed into its genetic composition, then it would continue to live indefinitely and any disease process that depends on host survival can become augmented. Malignant cancer cells have the ability to inhibit the process of apoptosis by manufacturing proteins, ‘survival proteins’ that can bind to cellular organelles such as mitochondria. One of these survival proteins, Bcl2 prevents the escape of a protein, cytochrome-c, that triggers a cascade of events leading to cell death. Bcl-2 also reduces the ability of many approved chemotherapeutic agents to induce apoptosis through mitochondrial pathways. (5). It has been shown that galectin-3 plays a similar role to Bcl-2 and this may be another site of action for GCS-100. Pre-clinical research has also shown that GCS-100 can induce cancer cell apoptosis in both Bcl-2 over expressing as well as normally expressing Bcl-2 cancer cell lines. (5) More recent data which has been presented at the 9th International Conference on Malignant Lymphoma in Lugano, Switzerland by Dr. Finbarr (This report may not be reproduced.) Page 21 of 71 Cohen Independent Research Group Cotter, has shown that GCS-100 has the ability to induce programmed cell death in both malignant cell lines and chronic lymphocytic leukemia cells. In addition, GCS-100 has not been shown to induce any significant myelosuppression, an adverse effect of many current chemotherapeutic agents in which the bone marrow cell production is reduced. These findings strengthen the arguments that GCS-100 can play a significant role in the treatment of cancer. Figure 15: Bcl-2 Effect on Mitochondria and Apoptosis Three main signals cause the release of apoptogenic mitochondrial mediators: proapoptotic members of the Bcl-2 family, elevated levels of intracellular calcium, and reactive oxygen species. Four mitochondrial molecules mediating downstream cell-death pathways have been identified: cytochrome c, Smac/Diablo, apoptosis-inducing factor, and endonuclease G. Cytochrome c binds to Apaf-1, which, together with procaspase 9, forms the "apoptosome," which activates caspase 9. In turn, caspase 9 activates caspase 3. Smac/Diablo binds to inhibitors of activated caspases and causes further caspase activation. Apoptosis-inducing factor and endonuclease G mediate caspaseindependent cell-death pathways. INTELLECTUAL PROPERTY GlycoGenesys currently owns or license 14 issued U.S. patents, and 8 foreign patents. Six of the14 U.S. patents relate to GCS-100 and five of the eight foreign patents relate to GCS-100. Source: www.nejm.org/cgi/content/full U.S. Figure 16: Apoptotic Signaling Triggered by Conventional and Novel Agents Apoptotic Signaling Triggered by Conventional and Novel Agents GCS-100 Wayne State/Karmanos License The Company exclusively licenses patents 5,834,442, referred to as “442”, and 5,895,784, referred to as “784” from Wayne State University (“WSU”) and the Barbara Ann Karmanos Cancer Institute (“KCI”). “442”, is titled “Method for Inhibiting Cancer Metastasis by Oral Administration of Soluble Modified Citrus Pectin” and is a treatment modality for the treatment of prostate cancer via oral administration of the drug. “784” is titled “Method of Treatment of Cancer by Oral Administration of Modified Pectin” is a broad coverage for the use of modified pectin attaching to cell surface proteins. The terms state that GlycoGenesys must pay 2% royalties on (This report may not be reproduced.) Page 22 of 71 Cohen Independent Research Group product sales, $10,000 per month until FDA approval (which payments are offset against future royalties) and up to $3 million in milestone payments. WSU and KCI have the right (but not the obligation) to terminate the license if GlycoGenesys does not receive FDA or equivalent agency approval to sell GCS-100 by January 1, 2008. (5) The Platt License Dr. David Platt, co-founder of GlycoGenesys and currently CEO of Pro-Pharmaceuticals, offers exclusive licensure of patent application 08/024,487, “Modified Pectin” and related patent applications in exchange for a 2% royalty. In addition the Company also licenses patent 5,681,923 for Tumor Derived Carbohydrate Protein. This patent is licensed free of royalties. The aforementioned patent refers to the inhibition of metastatic tumor cells expressing galactosespecific, carbohydrate-binding polypeptides through the use of an agent comprising galactose which is bound to a polymer. (5) Elan License GlycoGenesys exclusively licenses from Elan Corporation one of its proprietary oral drug delivery technologies for use in cancer patients. The license is fully paid. Combination Therapies U.S. patent 6,680,306 titled “Method for Enhancing the Effectiveness of Cancer Therapies” relates to a carbohydrate-based material which has binding affinity for galectin and can be used in conjunction with conventional treatments such as chemotherapy and surgery in the treatment of cancer. THE SCIENCE BEHIND THE PRODUCTS Glycomics “Scientists are saying that glycomics could fuel a revolution in biology to rival that of the human genome.” (New Scientist, Oct. 2002) “But even as doctors and drug companies struggle to interpret and exploit the recent explosion of data on genes and proteins, yet another field of biology is waiting to break out: glycomics. This emerging discipline seeks to do for sugars and carbohydrates what genomics and proteomics have done for genes and proteins−move them into the mainstream of biomedical research and drug discovery.” (Technology Review, Oct. 2001) Glycomics, or more specifically glycobiology, is the study of the structure, biosynthesis, and biology of naturally occurring carbohydrates, and glycans (a polysaccharide or long sugar molecule). Generally, it refers to the interaction of carbohydrates with other molecules such as proteins and lipids. It is a very rapidly growing field and is becoming of major interest to the pharmaceutical and biotechnology companies as well as the rest of the research community. “The field ranges from the chemistry of carbohydrates and the enzymology of glycan-modifying proteins to the functions of glycans in complex biological systems and their manipulation by a variety of techniques.” (1) A glycome is the entire list of sugars that the body synthesizes. It is gradually being realized by scientists that sugars as well as proteins and lipids play a vital role in the daily functioning of a cell. The glycosylation reaction in which carbohydrates and sugars become attached to other biologically active molecules such as proteins and lipids plays (This report may not be reproduced.) Page 23 of 71 Cohen Independent Research Group an important role in cell growth, cell differentiation, inflammatory processes, development of the human embryo, and growth of malignant cells. “Many natural bioactive molecules are glycoconjugates, and the attached glycans can have dramatic effects on the biosynthesis, stability, action, and turnover of these molecules in intact organism. Furthermore, several human disease states are characterized by changes in glycan biosynthesis that can be of diagnostic and /or therapeutic significance.” (2) Sugars can combine together to make large molecules known as carbohydrates and cellulose. Some of their known actions include hormonal regulation, cellular and protein transport, embryonic development and organization, immune regulation, and more. (3) are used in energy generation, cellular structure, signaling activities, and more. Carbohydrates are extremely important in the makeup of complex organisms. Figure 17: Cell Wall Structure The illustration above depicts how the carbohydrate chains, located on the cellular wall, that act to 'signal' cellular activity through their unique and specific structures www.ncbi.nlm.nih.gov/books Carbohydrates Carbohydrates can be large and complex molecules and it is the complexity that gives them a unique role in the sense that they will allow for some very specific biological reactions. Carbohydrates contain atoms of hydrogen, oxygen, and carbon with different ratios of each atom. Examples of carbohydrates include sugars such as dextrose (starch), fructose, and glucose. These are all known as 6 carbon sugars and have the atomic ratios in the form of C6H12O6. Combinations of these individual sugars, known as polysaccharides can become very complex. The role of glycans can be simplified into structural and regulatory/recognition functions. Sugars can be attached to one another and are then referred to as oligosaccharides or polysaccharides. Glycans are situated on the outer surface of a cell membrane and are able to play a part in the cell’s interactions with the external environment. They help to modulate intercellular and intracellular reactions and interactions. They also serve as regulatory switches. Figure 18: Sequence of Information Travel The basic model of molecular biology is that functional information flows from DNA to RNA to proteins as depicted in the sequence below: www.ncbi.nlm.nih.gov/books DNA→RNA→ Protein→ Cell Organism In addition, cells require lipids and carbohydrates to complete their makeup. Both lipids and proteins Carbohydrates can also be long combinations of hydroxylated ketones or aldehydes. These can be hydrolyzed or broken down into smaller (This report may not be reproduced.) Page 24 of 71 Cohen Independent Research Group monosaccharides, which are composed of single sugar units. These monosaccharides can exist in open or chain formation. The figure below shows the open and ring forms of galactose. Any alteration in the orientation of the OH (hydroxyl) groups around their carbon atoms will result in a new molecule with different biochemical properties. Figure 19: Structure of Glucose www.ncbi.nlm.nih.gov/books The ring form of the monosaccharides is the usual form for the branched chains of monosaccharides, better known as oligosaccharides. A polysaccharide is a large molecule composed of multiple oligosaccharides. A glycoconjugate is a compound in which one or more mono or oligosaccharide units is/are linked to a noncarbohydrate molecule. Figure 20: Detailed Structure of Lipid Bilayer of Cell Wall www.ncbi.nlm.nih.gov/books Lectins Lectins are specific proteins (amino acids combined in sequence) located on the cell’s surface that have a specific affinity for binding to carbohydrate units. They can be found in both the polar and non-polar section of the cell membrane, and they can be found within the cell. They have recognition capabilities for carbohydrates only and they possess areas of charge that makes them ideal (This report may not be reproduced.) Page 25 of 71 Cohen Independent Research Group for a structural role in the bi-polar lipid membrane and are in the class known as glycoproteins. Some of the lectins role in cellular physiology is postulated to be that they help to mediate cellular adhesion (cell to cell) and agglutination. In addition, lectins are also found in interstitial fluids outside of cells. It is the specific structure of the sugar moiety located on these proteins that helps a cell to defend itself from foreign intruders. More specifically, a lectin that has a specific affinity for carbohydrate chains rich in galactose are known as galectins. There are about 14 galectins which have been identified in humans that have affinities for certain enzymes (galactosidases) that breakdown galactose. GCS100 is known to have a binding affinity for a specific molecule known as galectin-3. This galectin has been identified and associated with several different types of cancer. Galectin-3 is involved with many cellular processes including protein transport, messenger RNA and transfer RNA activity (protein synthesis), intercellular adhesion and more. The important fact about galectin-3 is that it is overproduced in certain types of cancer cells. Galectin-3 is a small carbohydrate-binding protein that has specific affinity for carbohydrates that are rich in galactose. There have been noted associations between levels of galectin-3 and stages of certain tumors of the colon, stomach, thyroid gland and certain head and neck tumors. The method of incorporating a sugar onto a protein is known as glycosylation and the resulting structure is referred to as a glycan. Needless to say that the glycosylation reactions occurring in a cell can have significant impact on disease prevention and treatment and that alteration of the glycosylation processes can create a wide variety of substances use in medical treatment. Cancer Cancer is a disease which is characterized by the uncontrolled growth of malignant cells (cells which have become abnormal and have lost genetic control of many of their metabolic processes). Normal cells divide and grow in an orderly way. The problem is that the human immune system fails to recognize these malignant cells as foreign bodies and therefore is not stimulated to attack the cancer cells. This is unlike other inflammatory or infectious processes where the body mounts a profound response to any foreign intruder. Therefore, people who are afflicted with a malignant tumor require exogenous (outside) medication to help retard or arrest the rampant growth of the cancer. There are two main categories of tumors: solid and blood-borne. Usually, the earlier a diagnosis is made, regarding stage of disease, the better the prognosis. Patients who have been diagnosed with a malignancy are given a prognosis often based on the level of metastases present and the type and grade of tumor that is involved. Some tumors are amenable to surgical removal, while others are better treated with chemotherapeutic agents or radiation therapy. Sometimes just a few cells may have metastasized to a distant organ causing a change in the stage of the disease. In such situations, a surgical option may become void and the prognosis often deteriorates. The route of tumor metastasis can be via the blood (hematogenous spread), the lymphatic system (lymphatic spread), peritoneal fluid (peritoneal spread), or direct local invasion. Basically what occurs is that a cancer cell from the primary tumor escapes and invades another tissue and begins to grow within the secondary site. The metastatic site begins to be occupied and destroyed by the uncontrolled growth of malignant cells. (This report may not be reproduced.) Page 26 of 71 Cohen Independent Research Group Worldwide, there are approximately 10 million new cases of cancer diagnosed each year and approximately 6 million deaths from the disease. The American Cancer Society reports that in 2005, there will be about 570,000 people who will die from cancer. Currently cardiovascular disease is the leading cause of death followed by cancer. This may very well change with cancer becoming the most frequent cause of death over the next two decades. Some scientists are making these claims. The following table provides some statistical information of different disease and related facts. (This report may not be reproduced.) Page 27 of 71 Cohen Independent Research Group Table 1: Estimated New Cancer Cases and Deaths by Sex for All Sites, US, 2005 (This report may not be reproduced.) Page 28 of 71 Cohen Independent Research Group There have been many studies indicating that molecules which block galactose-binding sites may have the potential to block the proliferation of cancer cells which over-express galactose containing sugars. GCS-100 has a large galactose concentration which provides binding sites to tumor cells. So, instead of the tumor cell binding to normal cells, they bind to the drug molecule and this effectively reduces the binding capacity of the tumor cell thus preventing it from adhering to other cells. This mechanism has been shown to decrease metastasis and tumor emboli in vivo. Many cancer cells show a change in their glycosylation patterns and some glycan structures are known to be good markers to quantify tumor progression. Cancer cells can change from normal cells in many different ways. One of the changes that are commonly seen is an alteration in a biosynthetic pathway which can lead to rapid growth and lack of growth control. This lack of control can lead to properties that cause the cells to invade other tissues and destroy them. With these malignant transformations comes a change in glycosylation. However, to date there has been no proof of how glycosylation reactions and changes specifically change the behavior of a malignant cell. Most scientists agree that malignant disease often involves a change in the DNA of a cell including oncogene and suppressor gene alterations, as well as mutator genes and influence on apoptotic pathways. The overall struggle between normal and tumor cells is ruled by Darwin’s theory of survival of the fittest. This survival of the malignant invader can be partially attributed to glycosylation changes that allow structural change for the benefit of the cancer cell. Clinical Trials Food and Drug Administration Approval Process Drugs that will ultimately be use to treat humans need to be tested in humans before they can be marketed for the proposed indication. The tests designed by the FDA are known as clinical trials and are composed of 4 phases. As the phases progress, the number of patients enrolled tends to increase. They determine safety and efficacy, appropriate dosing, side effects and post marketing information. “Controlled clinical trials are the only legal basis for FDA to conclude that a new drug has shown substantial evidence of effectiveness” (4) To begin the process a drug sponsor, usually a pharmaceutical or biotechnology company, conducts laboratory research on a chemical compound and test its effects on laboratory animals. If they feel that their compound can hold promise for treatment in humans, then they can begin the process of applying to the FDA for approval. The FDA has a panel of scientists, ethicists, and non-scientific personnel that oversee new applications and if a sponsor company passes the review of this panel, then the clinical trial may begin The approval process has 3 steps: • Preclinical investigation • Investigational New Drug (IND) application. This includes phases I-III clinical trials. • New Drug Application (NDA). This includes FDA review and approval. Phase I: These studies assess the most common acute adverse effects and help to determine the proper (This report may not be reproduced.) Page 29 of 71 Cohen Independent Research Group dosing in humans so that they do not experience major adverse effects. In addition, determination of the metabolic pathway and the pharmacology is also clarified. In other words, the metabolites of the drug are analyzed and their travel into specific tissues is determined as well as its method of metabolism. Major hurdles in this phase would include increased toxicity or safety risks with increased dosing. Phase II Phase IV These studies are intended to evaluate the drug, post marketing, so that more information can be gathered about the effects on patients. The company is required to conduct post marketing surveillance and report it to the FDA. On average, the time from initial molecular discovery to marketing of a drug is seven years. Table 2: Testing In Humans These studies are designed to assess if the drug in question actually is effective in treating the disease or condition it is targeting and may be randomized. If there are several indications for the drug, then there can be subcategories of this phase, such as Phase II (a) (b), etc. The number of enrolled subjects is often several hundred or more and testing can take more than 12 months. Phase III These studies are designed to determine the safety and efficacy of the investigational drug. It is the final study before the drug, if approved, goes to the market. The trial is conducted at several different clinical sites and information is gathered so that it can be included in the package insert. Also, the drug is compared to other similar medications currently used to treat the same disease in question. After Phase III is completed and accepted by the FDA, the company submits a New Drug Application for review and approval. This process involves the complete review of all information beginning with laboratory development to Phase III clinical trials and is processed before marketing is allowed. Testing in Humans Number of Length Purpose Patients Phase 20-100 1 Several Mainly months safety Phase Up to 2 several hundred Several months to 2 years 1-4 Phase Several 3 hundred years to several thousand Percent of Drugs Successfully Tested* 70 percent Some short- 33 percent term safety but mainly effectiveness Safety, 25-30 dosage, percent effectiveness * For example, of 100 drugs for which investigational new drug applications are submitted to FDA, about 70 will successfully complete phase 1 trials and go on to phase 2; about 33 of the original 100 will complete phase 2 and go to phase 3; and 25 to 30 of the original 100 will clear phase 3 (and, on average, about 20 of the original 100 will ultimately be approved for marketing). Source: www.fda.gov/ceder/about (This report may not be reproduced.) Page 30 of 71 Cohen Independent Research Group Chart 1: New Drug Development Timeline Source: www.fda.gov/ceder/about GCS-100 Clinical Trials Phase I (used to assess toxicity) clinical trials were completed in 1999 on the high-ethanol version and the results showed no dose limiting toxicity. Phase II trials (used to assess safety and efficacy) were performed for different cancer indications. Phase II (a), completed in 2001, for colorectal cancer demonstrated positive clinical activity at dose levels of 20mg/m2. Specifically, eight of 23 patients, of which 19 were evaluable, experienced tumor stabilization for periods of 1.6 to 5.6 months before disease state progression was observed, with one of the eight patients showing a period of tumor shrinkage. Phase II (a) for pancreatic cancer, completed in 2002, demonstrated positive clinical activity at doses levels of 20mg/m2 (5). Specifically, seven of 20 patients, of which 16 were evaluable, experienced tumor stabilization for periods of 0.6 months to 13.6 months before disease state progression was observed, with one of the seven patients showing a partial response. Of the seven patients experiencing tumor stabilization, three did so for a period of four months or greater. There was no evidence of dose limiting toxicity in either Phase II (a) trials. Given the above data which showed no evidence of dose limiting toxicity, a new Phase I dose escalation trial was begun in 2002. This trial was conducted at Sharp Clinical Oncology Research Memorial Hospital in San Diego, California and tested for multiple types of cancer. There were 12 patients that failed standard therapy and were enrolled at doses ranging from 30mg/m2 to 80mg/m2. Five patients achieved stable disease for a period of at least three months and one of the five patients remained on GCS-100 for 30 months of treatment (This report may not be reproduced.) Page 31 of 71 Cohen Independent Research Group and achieved a durable partial response. None of the patients experienced dose limiting toxicity. (5) A summary of the clinical programs currently underway, along with projected timeframe for ongoing clinical trials is outlined below. Chart 2: Clinical Programs Clinical Programs Ph I Dose + Ph I / II Solid Tumor Multiple Myeloma Ph I / II CLL Ph II Ph II Ph II Target File NDA NDA Granted Alliance 6/04 1/05 6/05 1/06 6/06 1/07 6/07 1/08 6/08 1/09 Solid Tumor Program The low-ethanol version of GCS-100 is currently undergoing the Phase I Dose Escalation Study for use as a monotherapy for solid tumors and a Phase II trial for use in conjunction with other chemotherapeutic agents (specific indications are yet to be determined) is planned for late 2005/early 2006. The following shows some of the design of the current Phase I study. (This report may not be reproduced.) Page 32 of 71 Cohen Independent Research Group Chart 3: Solid Tumor Program GCS-100 Bloodborne Program The low-ethanol version of GCS-100 is in a Phase I/II Dose Escalation trial for the treatment of multiple myeloma (MM) patients and a Phase I/II trial is planned for the evaluation of the drug in the treatment of Chronic Lymphocytic Leukemia (CLL) in third quarter 2005. The following represent significant result in the testing of the drug for both MM and CLL patients. Multiple Myeloma Phase I/II trial was initiated in March 2005 and is designed to evaluate safety, pharmacokinetics and dosing/toxicity. The design includes the addition of a steroid, dexamethasone, if patients show progress when using only GCS-100 or if their disease stabilizes following therapy of four cycles of GCS-100. Phase II, potentially pivotal, trials are planned for early 2006. The following charts and graphs show some results of the positive mechanisms of GCS-100. The following chart shows that for the multiple myeloma cancer cells that do not respond to bortezomid (Velcade®), a chemotherapeutic agent, GCS-100 has an effect by inducing the death of these cells. It can be seen that when GCS-100 is added the DNA fragments increase which is an indicator of cell destruction. (This report may not be reproduced.) Page 33 of 71 Cohen Independent Research Group Chart 4: GCS-100 induces apoptosis in Bortezomib-resistant MM patient cells. GCS-100 induces apoptosis in Bortezomib-resistant MM patient cells Rel at i ve DNA f r agment at i on Thal i domi de/ Dex Ref r act or y Bor t ezomi b- Ref r act or y 1. 5 1. 0 0. 5 0. 0 GCS- 100 ( 500 μg/ ml ) - + - +- + Source: Dana-Farber Cancer Institute The following two charts (charts 5 & 6) show that GCS-100 can inhibit the growth of multiple myeloma cells and their migration. (This report may not be reproduced.) Page 34 of 71 Cohen Independent Research Group Chart 5: GCS-100 inhibits the adhesion-induced growth of MM cells GCS-100 inhibits the adhesion-induced growth of MM cells 24h/3H-thymidine uptake 40000 Control CPM 30000 490 μg/ml 20000 560 μg/ml 700 μg/ml 10000 840 μg/ml 0 MM.1S BMSCs MM.1S + BMSCs . Chart 6: GCS-100 inhibits VEGF-induced migration of MM cells Migration of MM cells (Fold of Control) GCS-100 inhibits VEGF-induced migration of MM cells GCS-100 (200 μg/ml) GCS-100 (500 μg/ml) GCS-100 (μg/ml) - - + VEGF - + + + + Source: Dana-Farber Cancer Institute (This report may not be reproduced.) Page 35 of 71 Cohen Independent Research Group Chronic Lymphocytic Leukemia The trials for CLL are expected to begin in the third quarter of 2005 and will begin with Phase I/II dose escalation studies to evaluate the safety, pharmacokinetics and dosing/toxicity of the drug for this indication. Some of the rationale for beginning these studies is based on data at Barts & the London, Queen Mary School of Medicine. It has been shown that GCS-100 induces mitochondrial depolarization in human lymphoma cell lines, causes the death of isolated human CLL cells, induces apoptosis, and also, when combined with etoposide, a chemotherapeutic agent used in the treatment of CLL, induces apoptosis with greater effect than either treatment alone. These experimental findings surely lead the way to further clinical trial testing. This chart shows that Human Lymphoma Cells lose the ability to undergo programmed cell death like many other cancers. The addition of GCS-100 increases the cell death through a mitochondrial pathway. The mitochondria are the power plant of the cell. Chart 7: GCS-100 Induced Mitochodondrial Depolarization in Human Lymphoma Cell Lines GCS-100 Induced Mitochodondrial Depolarization in Human Lymphoma Cell Lines 1 0.9 0.8 0.7 Percent of apoptotic ce lls 0.6 Dohh2 Sud4 0.5 Ramos RamBcl2 0.4 Bcl-2 Overexpression: DoHH2, Sud4, RamosBcl-2 0.3 0.2 Bcl-2 Normal Expression: Ramos 0.1 0 CONTROL Phosphate buffered saline 80ug GCS-100 Vs Controls Source: Barts & The London, Queen Mary School of Medicine (This report may not be reproduced.) Page 36 of 71 Cohen Independent Research Group This chart shows that the addition of GCS-100 alone to a sample of CLL cells induces their cell death. Chart 8: GCS-100 Kills Isolated Human CLL Cells GCS-100 Kills Isolated Human CLL Cells GCS-100 effects on fresh isolated human CLL (n=7 AAD, 24hr) 50 % of apoptotic cells 45 40 35 30 25 20 CON 10 20 30 40 50 60 GCS-100 (ug/ml) Source: Barts & The London, Queen Mary School of Medicine This chart is showing that a chemotherapeutic agent without GCS-100 induces a small number of cells to undergo programmed cell death compared to the addition of GCS-100 in increasing concentrations (yellow, pink, and blue lines) which shows significantly higher percentages of dying cells. (This report may not be reproduced.) Page 37 of 71 Cohen Independent Research Group Chart 9: GCS-100 Increases Effect of Standard Chemotherapy GCS-100 Increases Effect of Standard Chemotherapy GCS-100 synergistic effect with Etoposide: Induces apoptosis in lymphoma cell line DOHH2 90 GCS-100 6hr/DiOC6/PI % of apoptotic cells 80 70 60 GCS-100 20ug/ ml 50 GCS-100 40ug/ ml 40 GCS-100 80ug/ ml 30 No GCS-100 20 10 0 con 0 0.001 0.01 0.1 1 VP-16 (uM, 20hr) Source: Barts & The London, Queen Mary School of Medicine This chart is showing that if an inhibitor of caspase (caspase is an enzyme that is involved with programmed cell death or apoptosis) is introduced into the cells that have been exposed to GCS-100, then the cell death rate declines. Basically it shows that GCS-100 works through the caspase-9 cell death pathway. (This report may not be reproduced.) Page 38 of 71 Cohen Independent Research Group Chart 10: GC S-100 Induces Apoptosis Via Caspase-9 GCS-100 Induces Apoptosis Via Caspase-9 Caspase-9 inhibitor abolishes GCS-100 effect (DOHH2, MC540/7-AAD) % of apoptotic cells 60 50 40 control 30 Caspase-9 inhibitor 20 10 0 0 10 20 40 60 80 GCS-100 (ug/m l, 20hr) Source: Barts & The London, Queen Mary School of Medicine (This report may not be reproduced.) Page 39 of 71 Cohen Independent Research Group BUSINESS SECTION Manufacturing GCS-100 is a complex carbohydrate, a polysaccharide that is derived from citrus pectin through a proprietary hydrolysis process. The manufacturing process uses ethanol. Early versions of GCS-100 did not remove the ethanol from the final product. Realizing the potential market for GCS-100 as a compliment to existing cancer therapies, the ethanol component became a potential hindrance. This is because certain other cancer therapies have high concentrations of ethanol, and when combined with early versions of GCS-100, the total ethanol amount could cause problems. Since GCS-100 is water soluble, it does not require ethanol in the final product. The current manufacturing process still uses ethanol, but takes the ethanol out of the end product. The current GCS-100 drug candidate undergoing additional clinical trials is the low ethanol version that contains less than 1% ethanol. The raw materials for manufacturing GCS-100 are readily available and inexpensive, and the manufacturing process is relatively simple. The Company uses three contract manufacturers that meet GMP standards, required by the FDA for clinical trials. Patents The Company owns, or is the exclusive licensee for 14 patents issued in the US. Expiration dates range from 2013 to 2022. Six of these patents relate to GCS-100. The Company also has eight foreign patents, five which relate to GCS-100 and expire from 2015 to 2017. Additionally, GlycoGenesys has 13 patents pending in the US, and 53 pending foreign patents. In 2001, the Company executed an agreement with Wayne State University and the Barbara Ann Karmanos Cancer Institute for world-wide patent rights to and intellectual property related to GCS100. GlycoGenesys has made licensee payments of $1.9 million and will make additional payments of $3 million upon reaching commercialization milestones. These payments are $500,000 upon initiation of Phase III clinical trials, $1 million upon NDA submission and $1.5 million upon FDA approval. Legal The former Chairman and CEO, David Platt, has granted the Company an exclusive worldwide license for all products he has developed while with the Company including patents and patent applications related to GCS-100. This agreement entitles David Platt to a 2% royalty payment of GCS-100 product net sales, with a minimum of $50,000 paid per year. In January 2004, the Company notified David Platt, former Chairman and CEO of its intention to seek arbitration in the alleged breaches of the license agreement between the Company and David Platt. In May 2000, Platt had resigned from the Company and shortly thereafter formed ProPharmaceuticals, which filed a patent application for Davant®, a carbohydrate compound that binds to galectins and is used with cancer therapies. In November 2004, the arbitrator issued a decision in favor of the Company, affirming its exclusive rights to the licensed intellectual property. Also in January 2004, David Platt filed a suit against the Company, seeking damages for alleged breach of its severance agreement with him. In February and June 2004, the Company filed several counterclaims for misappropriation of proprietary rights and deceptive acts, and seeks monetary damages and injunctive relief to prevent (This report may not be reproduced.) Page 40 of 71 Cohen Independent Research Group Pro-Pharmaceuticals from engaging in the use of polysaccharides for cancer treatment and to assign its rights to Davanat to the Company. In January 2005, Pro-Pharmaceuticals made a request to the US Patent and Trademark Office to reexamine the Company’s patent issued in January 2004 (‘306 Patent). The ‘306 Patent broadly claims the use of carbohydrates that bind to galectins, including GCS-100 in combination with chemotherapy or surgery for the treatment of cancer. Patent re-examinations are frequently requested to try to protect products that may be adversely affected by existing patents. It is possible the Company’s ‘306 Patent may be revised from the US Patent office to narrow the scope of the patent. We do not believe any change from the US Patent office will affect our forecasts. LIQUIDITY AND LEVERAGE The Company’s cash balances have declined in the last few quarters, along with working capital. The balance sheet is very liquid as indicated by the liquidity ratios. Current Ratio Cash / Total Assets Current Assets / Total Assets Working Capital ($mil) 12/31/03 2.57 80.6% 88.1% 2.13 03/31/04 3.31 86.4% 90.6% 3.72 06/30/04 1.71 76.2% 82.7% 1.11 09/30/04 2.55 85.5% 89.8% 2.93 12/31/04 1.47 72.3% 83.2% 0.82 03/31/05 1.04 77.1% 84.2% 0.10 The decline in working capital and total cash balances indicates the Company needs financing. With the promising technology that has completed multiple Phase I and Phase II clinical trials, we do not believe the Company will have any difficulty in obtaining financing. GlycoGenesys has no debt outstanding, and has not had any long term liabilities since 2001. CAPITALIZATION The Company has primarily been financed by equity offerings, with total proceeds of approximately $82 million to date. In December, 2004, the Company had a 1-for-6 reverse stock split, and reduced the amount of shares outstanding from approximately 60 million to 10 million. Total authorized common shares are now 75.0 million shares, plus 5 million shares of preferred stock. Net equity financings were approximately $8.8 million in 2004, and $4.17 million in 2003. In March, 2005, the Company entered into a private placement agreement with several investors for 6,500 shares of convertible preferred shares, priced at $1,000 per share. This Series D convertible preferred is convertible into 1,000 shares of common and was issued with a warrant to purchase 1,000 shares of common at $1.23 per share for five years. After the first anniversary date, March 2006, if the stock is trading above $1.75 with sufficient volume over a 20 day period, the Company can force conversion. Dividends of 8% are payable in cash or preferred shares at the Company’s option. (This report may not be reproduced.) Page 41 of 71 Cohen Independent Research Group The first tranche of 2,000 preferred shares were issued in 1Q05. The remaining 4,500 shares were issued in 2Q05. Total net proceeds were over $6 million. Exercise of warrants from this financing will raise $8 million. The total amount of Series D convertible preferred shares authorized is 10,000 shares. There are 6,000 authorized and 3,471 issued shares of Series B convertible preferred shares. There are 7,500 authorized and 6,153 issued shares of Series A convertible preferred shares. The following table outlines the total dilution based on shares and options outstanding as of 4Q04 along with additional shares resulting from the recent financing. Table 3: Share Dilution CASH FLOW We create our Net Cash Flow from Operations (NCFO) to analyze cash flow. NCFO uses Income Statement and Balance Sheet data items to reconstruct how cash is generated and used in the operations of the business. We start with revenues and adjust it for the change in receivables to determine the Gross Cash Collections. Cost of goods sold, SG&A and R&D are summed to determine Total Operating Expenses. Then we look at the changes in all working capital accounts except receivables and cash to determine how much cash was used or generated in managing the current assets and current liabilities. Netting the working capital cash requirements/generation with operating expenses and then subtracting from Gross Cash Collections gives us the NCFO. Share Dilution Shares Outstand, 1Q05 4Q04 Dilution From: Warrants Options Preferred Conversion 1Q05, 2Q05 Financing: Preferred Conversion Warrants Total Shares (milllions) 10.08 Percent of Total 35.1% 3.6 0.32 1.71 12.5% 1.1% 6.0% 6.5 6.5 28.71 22.6% 22.6% 100.0% Table 4: Net Cash Flow from Operations (NCFO) ($ millions) Gross Cash Collections from Operations Total Operating Expenses Total Changes in Working Capital Net Cash Flow from Operations (NCFO) 03/31/04 0.00 2.66 (0.30) (2.36) Changes in Working Capital is computed as an expense item, such that a negative value for Change in Working Capital, ex Cash and 06/30/04 0.00 2.67 0.01 (2.68) 09/30/04 0.00 2.70 (0.31) (2.39) 12/31/04 0.00 2.19 0.24 (2.43) 03/31/05 0.00 2.52 (0.97) (1.55) Receivables, is a generator of cash. When the NCFO is negative, it is a good indicator of the cash burn rate for the company before capital (This report may not be reproduced.) Page 42 of 71 Cohen Independent Research Group expenditures and interest expense. According to the NCFO analysis, the cash burn rate for GLGS has been $2.3 to $2.6 million per quarter. With minimal capital expenditures and no interest payments, this is very close to the actual total cash burn. The reduction in the NCFO in 1Q05 was the result of an increase in payables and accrued expenses. Such changes in working capital accounts are typically unsustainable and may reverse itself in the coming quarters. The Company has $2.5 million in cash as of 3/31/05, and with additional financing in 2Q05, has enough cash for the next two quarters. We expect the Company will announce an agreement with a large pharmaceutical company by the end of the third quarter. Without an agreement by the beginning of 4Q05, the Company will need to raise additional funds. FORECASTS Anticipated Partner Agreement We expect the Company will finalize an agreement with one or several pharmaceutical companies who desire to gain a market share in the oncology market for blood borne diseases and solid tumors. Management indicates they are in discussion with several potential partners. There are several reasons why a partner would be interested in GlycoGenesys technology. • The GCS-100 with ethanol has already shown activity against solid tumors such as pancreatic cancer. GCS -100 has completed Phase I and Phase II clinical trials. • The GCS-100 with low ethanol (LE) has shown its capacity to work in vitro with existing drug therapies. • Current testing on GCS-100 LE is being conducted at doses of 8 to 10 times that of the initial GCS-100 clinical trials and is well tolerated. • The parameters to obtain orphan drug status are applicable for GCS-100 in each of the indications (multiple myeloma, CLL and pancreatic cancer). This creates an environment for expedited FDA approval. • Manufacturing costs for GCS-100 LE is likely to be low, which creates an opportunity for high profit margins for a partner with responsibility to manufacture the compound. • Orphan drugs require less marketing expense due to the lower number of patients that receive the therapy. This further enhances the profitability. • There are four separate active mechanisms by which GCS-100 addresses cancer cells. It is difficult to precisely identify the terms of an agreement with a large pharmaceutical company, however the general nature of it will be for milestone payments and a royalty. We expect the Company will initially receive $5 to $10 million for each indication and an additional $5 to $10 million each upon NDA filing and FDA approval. At the higher end of upfront and milestone payments, we forecast a 25% royalty. Our forecasts assume the low end of upfront and milestone payments, and a 30% royalty. Such an agreement reduces the risk of the large pharmaceutical partner. Another component of these agreements is for the partner to financially support Phase II and Phase III trials. Since the existing evidence from GCS-100 clinical trials indicate good activity with minimal side effects, we expect FDA approval before Phase III is complete. In our forecasts, we assume the pharmaceutical partner will pay for 70% of the Phase II clinical trials and if FDA approval is not (This report may not be reproduced.) Page 43 of 71 Cohen Independent Research Group received before a Phase III trial, then the partner will shoulder all the costs of the Phase III clinical trial. • GCS-100 is not a synthetic compound and its multiple mechanisms of action are defined. • The existing CLL therapy, CAMPATH, is a monoclonal antibody and was approved by the FDA with only 90 patients studied. GCS-100 has already had 100 solid tumor patients in its clinical trial history. • Current therapies for pancreatic cancer, a solid tumor for which GCS-100 is tested, only prolong the average life after diagnosis from 4.5 months to 7 months. We believe companies such as Johnson & Johnson, Novartis, Roche, Genentech and BristolMeyers Squibb may be interested in GCS-100. Clinical Trial Timeframe and Expense The timeframe for the clinical trials is highlighted above in graphical form. We expect the relatively quick timeline for clinical trials and FDA approval for several reasons. • Blood borne diseases are inherently easier to test. There is no required biopsy or scan to determine how the disease is reacting to therapy. Blood samples, which are easily retrieved and analyzed, indicate how well the therapy is working. • GCS-100 has already shown its activity in solid tumors for pancreatic cancer in the initial Phase I and Phase II clinical trials. • The low ethanol version of GCS-100, GCS100 LE is designed to work well with existing therapies. • Multiple myeloma and CLL may both qualify for orphan drug status. Although there is existing treatments for each disease, most patients develop resistance to existing treatments, which creates the need for additional treatments. • Velcade, the only drug therapy for multiple myeloma that has demonstrated a significant survival advantage versus standard therapy, was approved in an accelerated FDA review. GCS-100 has shown its effectiveness in Velcade resistant patents. The initial Phase I and Phase I/II clinical trials are estimated to cost about $4 million in total, or $1.3 million each, with approximately 25 to 30 patients for each trial. The Phase II trials are expected to cost about $11 million in total with an estimate of $8.5 million for multiple myeloma and $2.5 million for solid tumors. Solid tumor expense per patient is estimated higher because of required biopsies and scans to determine efficacy. The multiple myeloma trial will have more patients enrolled than the solid tumor trial because of its planned pivotal design. Based on the timeline graph, we equally weight the cost of the clinical trials over their duration. The following table highlights the additional expense for the clinical trials through FY06. (This report may not be reproduced.) Page 44 of 71 Cohen Independent Research Group Table 5: Estimated Clinical Trial Expense ($ thousands) Indicaton Multiple Myeloma CLL Solid Tumor Total 2Q05 450 333 783 3Q05 450 200 4Q05 200 450 650 650 Patient Population The number of new diagnoses per year for each of the initial diseases for which GCS-100 is in trial or are planned is highlighted here. Table 6: Annual Diagnoses in the US Indicaton Multiple Myeloma CLL Pancreatic New Diagnoses Per Year 15,270 8,190 30,000 We use pancreatic cancer as the solid tumor indication since this is most likely to be the initial indication for GCS-100 in non- blood borne diseases. Ovarian cancer is another potential indication or off label use for GCS-100 after FDA approval with a similar incident of diagnoses per year. Patients with blood borne diseases can live for five to 20 years after initial diagnoses if the disease is treated. It is common for the treated disease to go into remission and then come out of remission, when additional therapy is required. Worldwide, there are approximately 100,000 known cases for multiple myeloma and 55,000 cases of CLL. Of these, approximately 80% are treatment seeking patients in US and Europe. Blood borne cancers are relatively rare in people of Asian descent. 1Q06 2,125 450 625 3,200 2Q06 2,125 200 625 2,950 3Q06 2,125 4Q06 2,125 625 2,750 625 2,750 For pancreatic cancer, approximately 55,000 seek treatment annually in the US and Europe. This patient population is not much higher than the annual diagnoses per year because the disease is typically fatal within the first year. Current treatments only prolong survival rates 2.5 months. To be conservative with our projections of the addressable patient population for GCS-100, we reduce the annual number of patients seeking treatment, as outlined in the following table. Table 7: Patients Seeking Treatment in US and Europe Indicaton Multiple Myeloma CLL Pancreatic Patients Treated 60,000 44,000 55,000 Pricing Drug pricing is based on the efficacy, side effect profile and the number of mechanisms of activity for the active ingredient. GCS-100 is known to have four mechanisms of action. The four mechanisms are: • Apoptotic • Anti-proliferative • Anti-metastatic • Anti-angiogenic (This report may not be reproduced.) Page 45 of 71 Cohen Independent Research Group The process for each of these mechanisms is described in the Science Section. Preliminary evidence indicates that the side effect profile will be very favorable. Current versions of GCS-100 LE used in clinical trials are at concentrations of 160 mg to 200mg and no maximum tolerated dose level has yet been indicated. Earlier Phase I and Phase II clinical trials on GCS-100 were at 20mg dosing. Higher dosing in vitro has demonstrated higher efficacy, and management indicates their satisfaction with the progress to date on the Phase I solid tumor clinical trials. This indicates to us that efficacy is very good, and side effects are minimal. It is not unusual for orphan drugs to be priced at $50,000 to $100,000 for annual treatments. The FDA determines if a therapy receives orphan drug status based on several parameters. Initially, the drug must address a patient population less than 200,000. The effects of the disease are devastating, typically leading to death, and there are no existing remedies. Although there are some treatments for the indications the Company is working on, existing therapies are inadequate, and orphan drug parameters are applicable to GCS100. The low patient population for orphan diseases and devastating human deterioration that results has had several effects on the pharmaceutical market. Insurance coverage is available due to the low incidence, and FDA approval is typically much quicker. It is not unusual for FDA approval before Phase III clinical trials are complete. Since the characteristics for multiple myeloma, CLL and pancreatic cancer all fit the orphan drug parameters, and GCS-100 has multiple mechanisms of action, very good activity and an anticipated favorable side effect profile, we expect pricing will be the $20,000 to $30,000 range per treatment schedule. For forecasting we use the lower end of this range, $20,000 for an annual treatment. FINANCIAL FORECASTS We begin our financial forecasts by identifying the amount of revenues in the initial five years after FDA approval for each indication. We create a base case scenario that assumes GCS-100 will be used by 20% of the patient population seeking treatment within five years after product introduction. We also create an optimistic scenario and pessimistic scenarios with higher and lower market shares, respectively. The following table outlines the market share used in our forecasting for the three scenarios. The market share data is based on the total number of patients seeking treatment, outlined above and itemized in Table 7. Table 8: Market Share After FDA Approval Scenario Optimistic Base Case Pessimistic Y1 4.0% 3.0% 3.0% Y2 10.0% 7.0% 6.0% Y3 15.0% 12.0% 9.0% Y4 20.0% 16.0% 12.0% Y5 25.0% 20.0% 15.0% The timing for our estimated approval is based on receiving approval before Phase III for each indication. We believe this is highly likely due to the favorable side effects profile to date the known mechanisms of action, the very low IC-50 in vitro tests, and a partnership with a pharmaceutical company that is experienced in (This report may not be reproduced.) Page 46 of 71 Cohen Independent Research Group receiving NDA approvals. The table below identifies a realistic approval schedule for GCS-100 for each of the three indications we are forecasting. Table 9: NDA Approval Time Line Scenario Optimistic Base Case Pessimistic Indicaton Multiple Myeloma CLL Pancreatic Multiple Myeloma CLL Pancreatic Multiple Myeloma CLL Pancreatic 1H08 Approval Approval 2H08 1H09 2H09 1H10 2H10 Approval Approval Approval Approval Approval Approval Approval Milestone payments and onset of royalties received from sales of GCS-100 are affected by the date of NDA filing, and NDA approval. The following tables outline the gross revenues from sale of GCS-100 and net revenues to GlycoGenesys based on our expectations of a 30% royalty as outlined above. These forecasts identify the gross revenues of GCS-100 in each market for the first five years after the product is launched. Table 10: Base Case Royalty Revenue Forecast ($ millions) Gross Revenues Multiple Myeloma CLL Pancreatic Net Revenues Multiple Myeloma CLL Pancreatic Y1 36.00 26.40 33.00 Y2 84.00 61.60 77.00 Y3 144.00 105.60 132.00 Y4 192.00 140.80 176.00 Y5 240.00 176.00 220.00 10.8 7.92 9.9 25.2 18.48 23.1 43.2 31.68 39.6 57.6 42.24 52.8 72 52.8 66 Table 11: Optimistic Royalty Revenue Forecast ($ millions) Total Revenues Multiple Myeloma CLL Pancreatic Net Revenues Multiple Myeloma CLL Pancreatic Y1 48.00 35.20 44.00 Y2 120.00 88.00 110.00 Y3 180.00 132.00 165.00 Y4 240.00 176.00 220.00 Y5 300.00 220.00 275.00 14.4 10.56 13.2 36 26.4 33 54 39.6 49.5 72 52.8 66 90 66 82.5 (This report may not be reproduced.) Page 47 of 71 Cohen Independent Research Group Table 12: Pessimistic Royalty Revenue Forecast ($ millions) Total Revenues Multiple Myeloma CLL Pancreatic Net Revenues Multiple Myeloma CLL Pancreatic Y1 36.00 26.40 33.00 Y2 72.00 52.80 66.00 Y3 108.00 79.20 99.00 Y4 144.00 105.60 132.00 Y5 180.00 132.00 165.00 10.8 7.92 9.9 21.6 15.84 19.8 32.4 23.76 29.7 43.2 31.68 39.6 54 39.6 49.5 The December 2002 joint venture termination agreement with Elan provides Elan with a royalty on revenues of GCS-100, offset by development costs incurred by GlycoGenesys. The Company states in the 2004 10K that “the fair value of the development costs to be reimbursed by Elan approximates the fair value of the estimated future royalty payments [to Elan].” Our forecasts assume that no net additional royalty payment will be made to Elan. To create the actual financial forecast for each scenario, we combine our milestone payment forecast and the royalty obligations of the Company to determine revenues and operating income for each scenario. The timing of FDA approval determines the onset of revenues and royalties due to Barbara Ann Karmanos Cancer Institute and Platt. We assume minimal capital expenditures and depreciation due to the lack of marketing and manufacturing expenses. We also factor in the financial support from the pharmaceutical partner(s) to cover 70% of the clinical trial costs. We do not forecast any taxes will be paid during our forecast time through 2009 due to net losses carried forward. Our financial forecasts for the next five years are shown below. Although we only display a financial forecast through FY09, the growth beyond FY09 is an important component to the valuation of GlycoGenesys. The parameters for that growth are described above, and the incorporation of the long term growth beyond FY09 is discussed in Valuation. Table 13: Optimistic Forecast ($ millions) Revenues Operating Income Free Cash Flow FY05 10.0 -1.9 -2.0 FY06 0.0 -14.4 -14.5 FY07 10.0 -5.0 -5.3 FY08 40.0 22.0 21.1 FY09 74.0 53.2 52.3 FY08 20.8 3.4 3.0 FY09 43.1 23.8 23.4 Table 14: Base Case Forecast ($ millions) Revenues Operating Income Free Cash Flow FY05 10.0 -1.9 -2.0 FY06 0.0 -14.4 -14.5 FY07 5.0 -10.0 -10.3 (This report may not be reproduced.) Page 48 of 71 Cohen Independent Research Group Table 15: Pessimistic Forecast ($ millions) FY05 10.0 -1.9 -2.0 Revenues Operating Income Free Cash Flow VALUATION We calculate a fair value range for the stock price based on the free cash flow projections for each scenario. We discount the future cash flows using a present value formulation. An important component of discounting future cash flows is the discount rate used in calculations. We determine an appropriate discount rate beginning with the current long term treasury rate and adjusting it for (a) the equity risk premium, and (b) the volatility of the stock. The Company’s beta, or measure of stock volatility relative to the market is 0.94. We believe the volatility will increase in the next few years as more efficacy and safety information from clinical trials becomes public. The stock price of many small growth companies have a volatility of two to three times that of the market. For this reason, we increase the Company’s beta to 3.0. We also adjust the current long term bond FY06 0.0 -14.4 -14.5 FY07 0.0 -15.0 -15.3 FY08 20.4 3.2 2.8 FY09 34.1 15.2 14.8 rate, 4.0%, up to 5.0% in anticipation of higher interest rates in the next 24 months. Each of these adjustments increases the discount rate used in our valuation analysis, which reduces the resulting price targets. The resulting discount rate we use in our valuation analysis for GlycoGenesys is 17.0%. This conversely describes the required rate of return for investors to purchase the stock. Another important component of present value analyses for stock valuation is determining the growth rate investors will attribute to the company at the end of the forecast time period. All forecasted cash flows through 2009 are inherently factored in to our valuation. Since revenue and free cash flow growth from GCS-100 indications will continue to grow beyond 2009, we assess the magnitude of this growth based on our forecasts outlined above. The following tables outline the expected revenue growth after the 2009. Table 16: Annual Revenue Growth Rates Scenario Optimistic Base Case Pessimistic FY09 85.2% 107.3% 67.3% FY10 57.7% 77.6% 54.7% FY11 42.3% 46.7% 44.7% FY12 28.7% 36.9% 37.5% FY13 7.7% 15.4% 22.1% FY14 3.6% 7.4% 7.7% Our forecasts assume that market penetration for each indication will not change after the initial five years after FDA approval. Incorporating the post 5-year no-growth assumption into the five years after the forecast timeframe (through 2009) we calculate the following compounded annual revenue growth rates. (This report may not be reproduced.) Page 49 of 71 Cohen Independent Research Group Table 17: Compound Annual Growth Rates from 2009 to 2014 Scenario Optimistic Base Case Pessimistic 5 Year Cmpd Growth 26.4% 34.6% 32.3% These compound annual revenue growth rates are more conservative than earnings or free cash flow growth for the same time period. We use these conservative growth rates in our valuation model as our long term sustainable growth rates beyond 2009. Actual growth during from 2005 through 2009 for revenues, earnings and free cash flow will be much higher. The compound revenue growth rates outlined here provide a proxy for the sustainable growth rate over an extended time frame. Our analysis indicates we should focus on slightly different growth rates for each scenario. The optimistic scenario has the lower sustainable growth rate post 2009 because more revenues are recorded through 2009 compared to the other scenarios. The pessimistic scenario has a lower growth rate than the base case because of the lower market penetration forecast inherent in the pessimistic forecast. The following chart and table outlines our stock price forecasts based on the different forecast scenarios and the sustainable growth rate. Table 18: Price Targets for LFY+2 for 3 Scenarios vs. Long Term Growth Rate 844.Price Targets for LFY+2 for 3 Scenarios Vs. Long Term Growth Rate $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 Long Term Growth Rate $0.0 20% 25% 30% $36.7 $44.7 $52.7 Base $31.5 $37.3 $43.1 Pessimistic $23.1 $27.4 $31.8 Optimistic 35% We focus on the price target for the end of FY06. The share count used in our analysis is 23.45 million, our forecasted weighted average shares for FY06. Currently there are 10 million shares outstanding. We assume conversion of the preferred Series D and execution of warrants. As outlined in the growth rate discussion, our valuation analysis uses different sustainable growth rates for the three scenarios. (This report may not be reproduced.) Page 50 of 71 Cohen Independent Research Group This range of target prices is based on 100% certainty that our forecast for FDA approval of GCS-100 for each indication as outlined in our scenario analysis will occur. The market never awards a biotech company with a compound in Phase I and Phase II clinical trials with 100% certainty that the product will make it to market. Our forecasts also assume the FDA decides to expedite approval of GCS-100. Since GCS-100 approval is less than certain at this time, we assign probabilities to determine an appropriate price target for the next 12 to 18 months. Before GlycoGenesys has an agreement with a pharmaceutical partner that will assist in financing future clinical trials, we believe the market will only award the stock a 15% probability of GCS-100 approval. Once a partner agreement is announced, investors will respond favorably that an entity “in the know” has decided to pursue the GlycoGenesys technology. At that time we believe a 25% probability is appropriate. As more favorable clinical data becomes available in 2006, we believe the probability of FDA approval will be 33%. When Phase II studies are complete and the NDA is filed in 2007, we expect the market will assign a 50% to 60% probability to GCS-100 approval. The following table outlines our price targets based events expected to occur in the next 18 months. Table 19: Price Targets Based on Future Events Event Timeframe Scenario Optimistic Base Case Pessimistic Pre-Pharma Agreement 2005 Pharma Agreement 2005 Clinical Trial Data 2006 $6.7 $6.5 $4.4 $11.2 $10.8 $7.4 $14.8 $14.2 $9.8 We believe an appropriate target price for 2005 is in the $6.5 to $10.8 range based on favorable clinical trial data and an agreement with a pharmaceutical partner. This target price rises in 2006 when favorable data from clinical trials is released. One take away from this analysis is the current stock price reflects a scenario that is worse than our pessimistic forecast. We believe the current stock price offers a good buying opportunity. CONCLUSION prescribed with other existing medications that have high ethanol content. GlycoGenesys is on the forefront of the glycomics applications in cancer therapy. The Phase I and Phase II clinical trials completed for the high ethanol version of GCS-100 displayed favorable activity with minimal side effects for solid tumor cancers. A low ethanol version is now progressing through the clinical trials. The lower ethanol version will enable GCS-100 to be Well known experts in the field of blood-borne cancers have demonstrated interest in GCS-100. Dr. Kenneth Anderson’s associate at the DanaFarber Cancer Institute (Harvard) presented an abstract in December 2004 discussing the activity of GCS-100 in the treatment of multiple myeloma pre-clinically. (This report may not be reproduced.) Page 51 of 71 Cohen Independent Research Group We believe management has the appropriate plans to bring GCS-100 to markets where the FDA is highly likely to allow an expedited approval process. The Company needs to form an agreement with a large pharmaceutical company within a few quarters or it will need additional financing to complete the Phase II clinical trials. www.cohenresearch.com Email: [email protected], [email protected] Catalysts for the stock in 2005 are (a) commencement of the Phase I/II clinical trial for CLL, (b) results from Phase I clinical trial for solid tumors, (c) an agreement with large pharmaceutical company, (d) preliminary data from the Phase I/II clinical trial for multiple myeloma. In 2006 we expect the catalysts will be (a) results from the Phase I/II trial for CLL and (b) commencement of Phase II trials for each of the three indications. Bradley J Carver, President and CEO Bradley J Carver, 44, the Chief Executive Officer since June 2000, has been President and Treasurer and a member of the Board of Directors of the Company since March 1995 and has been the President, Chief Financial Officer, Treasurer and a member of the Board of Directors of IGG since February 1993. Mr. Carver is a Class III director whose term expires in 2007. Mr. Carver was elected interim Chairman of the Board of Directors in February 2003. Mr. Carver has been President, Chief Financial Officer, Treasurer and a member of the Board of Directors of SafeScience Products, Inc., a wholly owned subsidiary of the Company since its inception in June 1995. Mr. Carver received a Bachelor of Arts degree in management from Michigan State University in 1983. We believe the stock has been a weak performer in the past year due to (1) the patent challenge by former CEO, (2) the need for funding, and (3) the required clinical trials for the LE version of GCS100 effectively minimize the results of the original Phase I/II clinical trials on the higher ethanol version of GCS-100. We believe the current stock price represents an opportune entry point for participating in the emerging glycomics field. We believe the challenge by the former CEO will have minimal or no effect on the Company, and pre-clinical data on GCS-100 LE is impressive. Previously completed Phase I/II trials provide additional data to potential pharmaceutical partners. If our forecast for events in 2005 unfold, the current stock price offers tremendous value. The stock is appropriate for long term growth investors who wish to participate in new therapies for the treatment of cancer. GG/Cohen Independent Research Group Tel: (415) 454-6985 MANAGEMENT John W. Burns, SVP, CFO and Corporate Secretary John W. Burns, 59, has been the Company's Chief Financial Officer since January 2000, Senior Vice President since March 2001 and a Class I Director, whose term expires in 2008, since June 2002. Prior thereto, Mr. Burns was the CFO/Senior Vice President, Finance & Business Operations for South Shore Hospital, a regional healthcare services provider based in South Weymouth, MA, from February 1993 to February 1999. Prior thereto, Mr. Burns was the Vice President/Treasurer and a subsidiary CFO/Vice President, Finance for Eastern Enterprises, a NYSE-listed company engaged in energy and marine transportation. Mr. Burns has also held (This report may not be reproduced.) Page 52 of 71 Cohen Independent Research Group corporate finance and treasury positions with Allied-Signal, Citicorp Investment Bank, and International Paper. Mr. Burns holds a Master of Business Administration in Finance from New York University and a Doctor of Philosophy degree in Mathematics from Stevens Institute of Technology. Boston, MA and received his Bachelor of Arts degree from Wesleyan University, Middletown, CT. Frederick E. Pierce, II, VP Business Development Frederick E. Pierce, II, 43, has been the Company's Vice President of Business Development since August 2002 and the Company's Vice President of Finance and Investor Relations since June 1998. Prior to joining the Company, .Mr. Pierce was at Lehman Brothers, where he was the New England private client services liaison to healthcare investment banking. Prior thereto, Mr. Pierce had over seven years experience at Kidder Peabody and Merrill Lynch representing and/or advising major biotechnology and medical device companies. Mr. Pierce received a Bachelor of Science degree in chemistry from Hampshire College. Bruce R. Zetter, Ph.D. Dr. Zetter is the Charles Nowiszewski Professor of Cancer Biology at the Harvard Medical School and Vice President for Research and Chief Scientific Officer at Children’s Hospital in Boston, MA. Dr. Zetter has won numerous awards for his work in the field of cancer research including a Faculty Research Award from the American Cancer Society and the MERIT award from the US National Cancer Institute. Dr. Zetter is regarded internationally as a leader in the research of tumor progression, cancer diagnosis, cancer metastasis, and tumor angiogenesis. William O. Fabbri, General Counsel William O. Fabbri, 36, has been the Company's General Counsel since September 2002. Prior to joining the Company, Mr. Fabbri was employed by the international law firm of McDermott, Will & Emery, where he worked in the corporate department since 1996. Mr. Fabbri has extensive experience in corporate and securities law, public company reporting requirements and shareholder communications. He has structured and negotiated strategic licensing agreements, commercial contracts, and was actively involved in securities offerings as well as merger and acquisition activities. Mr. Fabbri holds a Juris Doctor, magna cum laude, from Boston University School of Law, SCIENCE ADVISORY BOARD Visit Dr. Zetter's laboratory at The Zetter Lab. David R. Elmaleh Ph.D Dr. Elmaleh is the Director, Contrast Media Chemistry, Division of Radiological Sciences at Massachusetts General Hospital and an Associate Professor of Radiology at Harvard Medical School in Boston, MA. Dr. Elmaleh has made numerous contributions to the fields of nuclear medicine, PET and SPECT (single photon emission computerized tomography). Dr Elmaleh has developed novel approaches such as labeled antisense attached to vectors and purine receptor specific ligands for imaging and treating infection, tumors and cardiovascular disorders. He is a named inventor on 10 issued patents and has more than 20 patents pending, serves on multiple scientific advisory boards and has authored or coauthored 100 publications. (This report may not be reproduced.) Page 53 of 71 Cohen Independent Research Group Daniel D. Von Hoff, M.D. Dr. Von Hoff is currently Professor of Medicine, Molecular and Cellular Biology and Pathology and Member of the Cancer Center at the University of Arizona and Director of the Arizona Health Services Center’s Cancer Therapeutic Program and Translational Drug Development Division of the Translational Genomics Research Institute. Dr. Von Hoff also serves as Chief Scientific Officer for US Oncology. He has published more than 480 papers, 122 book chapters, and more than 822 abstracts. Dr. Von Hoff is the past President of the American Association for Cancer Research, a Fellow of the American College of Physicians, and a member and past board member of the American Society of Clinical Oncology. He is a founder and board member of ILEX Oncology, Inc. He is also founder and the Editor Emeritus of Investigational New Drugs - The Journal of New Anticancer Agents; and, Editor of Molecular Cancer Therapeutics. Philip Wayne Kantoff, M.D. Dr. Kantoff is a Professor of Medicine at the Harvard Medical School. He is also the Chief of the Division of Solid Tumor Oncology, and Director of its Lank Center for Genitourinary Oncology at the Dana Farber Cancer Institute and Brigham and Women's Hospital. He is also Leader of the Prostate Cancer Program at the DanaFarber/Harvard Cancer Center. The DanaFarber/Harvard Cancer Center is the largest collaborative effort in the world in the war on cancer. Dr. Kantoff is a four-time winner of the CaPCURE Foundation Research Award, and from 1997 through 2003 has received grant funding from the CaPCURE Foundation Award Therapy Consortium. He is the Director of the Dana Farber Harvard Cancer Center SPORE in Prostate Cancer, a multi-million dollar 5 year grant sponsored by the NCI. In addition, he has served on the editorial boards of Journal of Clinical Oncology, Urologic Oncology, Prostate Cancer and Prostatic Disease, Oncology: Index & Reviews, and served as Editor in Chief of The Prostate Journal from 1998-2002. He has also authored or co-authored several books and texts, including approximately 214 original articles, abstracts, editorials, reviews and text chapters. Paul J. Vilk, R.Ph., RAC Mr. Vilk is Vce President of Regulatory Affairs for Spectrum Pharmaceuticals, Inc. where he directs the regulatory and compliance functions for a public oncology drug development company. He is an experienced regulatory affairs professional and project manager specializing in oncology, metabolic and infectious diseases. Prior to joining Spectrum he was Vice President, Program Management and Regulatory Affairs for the Sabin Vaccine Institute and Vice President, Regulatory Affairs for Beacon Laboratories. In addition he has held regulatory affairs director level positions for Pro-Neuron, Inc. and Ilex Oncology, Inc. He has also provided regulatory consultancy to several organizations including SuperGen, Inc. and BioStratum, Inc. In addition to his industrial experience, Mr. Vilk made notable regulatory contributions to the Cancer Therapy Evaluation Program, National Cancer Institute, NIH during many years of government service. He is a retired Captain of the US Public Health Service Commissioned Corp, is a licensed pharmacist in New York and Maryland and is Regulatory Affairs Certified. Peter H. Seeberger Dr. Seeberger is a professor of chemistry at the Swiss Federal Institute of Technology (ETH) in Zurich and an affiliate professor at the Burnham (This report may not be reproduced.) Page 54 of 71 Cohen Independent Research Group Institute in LaJolla, California. Professor Seeberger is the Editor of Chemistry & Biology and serves on the editorial advisory boards of several other journals. Previously, Dr. Seeberger was a postdoctoral fellowship at the SloanKettering Institute for Cancer Research in New York City and the Firmenich Associate Professor of Chemistry at the Massachusetts Institute of Technology. His research interests focus on the interface of chemistry and biology, in particular on the role of complex carbohydrates and glycoconjugates in information transfer in biological systems. His group has developed new methods for the automated solid-phase synthesis of complex carbohydrates and glycosaminoglycans that serve as molecular tools. Other interests include synthetic methodology, total synthesis, immunology, and biochemical and biophysical studies of carbohydrates. Among awards he has received are the Technology Review Top 100 Young Innovator Award (1999), the Edgerton Award (2002), an Arthur C. Cope Young Scholar Award from the American Chemical Society (2003), Otto-Klung Weberbank Prize for Chemistry (2004), Carbohydrate Research Award for Creativity in Carbohydrate Chemistry (2005) and he was named a GlaxoSmithKline Chemistry Scholar (2002) and Alfred P. Sloan Fellow (2002). (This report may not be reproduced.) Page 55 of 71 Cohen Independent Research Group INCOME STATEMENT, ANNUAL ($ millions) Net Sales COGS Depreciation Gross Profit S,G&A Research & Development EBITDA Interest Expense (-) Operating Income Non-Operating Income (Expense) (+) Pretax Income Provision for Income Taxes (-) Minority Interest (-) Investment Gains/Losses (+) Other Income (+) Income from Continuing Operations Extras & Discontinued Operations (+) Net Income Basic Earnings Per Share Diluted Net EPS Diluted EPS (Before Non-recur items) Common Dividend Dividend per Share Average Basic Shares Average Diluted Shares 12/31/02 0.00 0.00 0.00 0.00 3.84 1.96 -15.91 0.00 -5.80 0.00 -5.80 0.00 0.00 0.00 -4.31 -10.11 -2.73 -12.84 -2.07 -2.07 -2.07 0.00 0.00 6.19 6.19 Reported 12/31/03 0.00 0.00 0.00 0.00 3.57 4.08 -15.27 0.00 -7.65 0.00 -7.65 0.00 0.00 0.00 0.03 -7.62 -0.43 -8.05 -1.18 -1.18 -1.18 0.00 0.00 6.81 6.81 12/31/04 0.00 0.00 0.00 0.00 5.06 5.16 -20.34 0.00 -10.22 0.00 -10.22 0.00 0.00 0.00 0.09 -10.13 -0.45 -10.58 -1.15 -1.15 -1.15 0.00 0.00 9.22 9.22 (This report may not be reproduced.) Page 56 of 71 Estimated 12/31/05 12/31/06 10.00 0.00 0.00 0.00 0.40 1.60 10.00 0.00 4.20 4.40 7.72 10.00 1.11 -10.40 0.00 0.00 -1.92 -14.40 0.00 0.00 -1.92 -14.40 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 -1.91 -14.40 -0.12 0.00 -2.03 -14.40 -0.20 -0.61 -0.20 -0.61 -0.19 -0.61 0.00 0.00 0.00 0.00 10.25 23.45 10.25 23.45 Cohen Independent Research Group INCOME STATEMENT, QUARTERLY ($ millions) Net Sales COGS Depreciation Gross Profit S,G&A Research & Development EBITDA Interest Expense (-) Operating Income Non-Operating Income (Expense) (+) Pretax Income Provision for Income Taxes (-) Minority Interest (-) Investment Gains/Losses (+) Other Income (+) Income from Continuing Operations Extras & Discontinued Operations (+) Net Income Basic Earnings Per Share Diluted Net EPS Diluted EPS (Before Non-recur items) Common Dividend Dividend per Share Average Basic Shares Average Diluted Shares 03/31/04 06/30/04 09/30/04 12/31/04 03/31/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.28 1.45 1.34 0.99 1.00 1.38 1.22 1.36 1.20 1.52 -5.31 -7.93 -10.65 -12.31 -5.03 0.00 0.00 0.00 0.00 0.00 -2.66 -2.67 -2.70 -2.19 -2.52 0.00 0.00 0.00 0.00 0.00 -2.66 -2.67 -2.70 -2.19 -2.52 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.06 0.01 0.01 0.01 -2.65 -2.61 -2.69 -2.18 -2.51 -0.11 -0.11 -0.12 -0.11 -0.12 -2.76 -2.72 -2.80 -2.30 -2.63 -0.36 -0.30 -0.30 -0.19 -0.26 0.00 0.00 0.00 0.00 0.00 -0.36 -0.30 -0.30 -0.19 -0.26 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 8.27 8.45 10.08 9.22 10.08 8.27 8.45 10.08 9.22 10.08 6/30/05 0.00 0.00 0.00 0.00 1.00 2.00 -2.00 0.00 -3.00 0.00 -3.00 0.00 0.00 0.00 0.00 -3.00 0.00 -3.00 -0.30 -0.30 -0.30 0.00 0.00 10.10 10.10 (This report may not be reproduced.) Page 57 of 71 9/30/05 12/31/05 10.00 0.00 0.00 0.00 0.00 0.40 10.00 0.00 1.20 1.00 2.10 2.10 7.70 -2.10 0.00 0.00 6.70 -3.10 0.00 0.00 6.70 -3.10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 6.70 -3.10 0.00 0.00 6.70 -3.10 0.65 -0.30 0.65 -0.30 0.65 -0.30 0.00 0.00 0.00 0.00 10.30 10.50 10.30 10.50 3/31/06 0.00 0.00 0.40 0.00 1.10 2.50 -2.60 0.00 -3.60 0.00 -3.60 0.00 0.00 0.00 0.00 -3.60 0.00 -3.60 -0.34 -0.34 -0.34 0.00 0.00 10.70 10.70 6/30/06 0.00 0.00 0.40 0.00 1.10 2.50 -2.60 0.00 -3.60 0.00 -3.60 0.00 0.00 0.00 0.00 -3.60 0.00 -3.60 -0.13 -0.13 -0.13 0.00 0.00 26.70 26.70 9/30/06 12/31/06 0.00 0.00 0.00 0.00 0.40 0.40 0.00 0.00 1.10 1.10 2.50 2.50 -2.60 -2.60 0.00 0.00 -3.60 -3.60 0.00 0.00 -3.60 -3.60 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -3.60 -3.60 0.00 0.00 -3.60 -3.60 -0.13 -0.13 -0.13 -0.13 -0.13 -0.13 0.00 0.00 0.00 0.00 27.70 28.70 27.70 28.70 Cohen Independent Research Group BALANCE SHEET, ANNUAL ($ millions) Assets Cash & Marketable Securities Receivables Inventories Notes Receivable Other Current Assets Total Current Assets Gross Property/Plant/Equipment Accumulated Depreciation Net Property/Plant/Equipment Investments & Advances Deferred Charges Intangibles Other Non-Current Assets Other Assets Total Assets Liabilities & Shareholders Equity Accounts Payable Notes Payable Current Long-Term Debt Current Capital Leases Accrued Expenses Income Taxes Payable Other Current Liabilities Total Current Liabilities Mortgages Deferred Charges Non-Current Capital Leases Minority Interest Convertible Debt Total Long-Term Debt Other Long-Term Liabilities Total Long Term Liabilities Total Liabilities Preferred Stock Net Common Stock Capital Surplus Retained Earnings Other Equity Adjustments Common Equity Treasury Stock Shareholders' Equity Total Liabilities and Equity 12/31/00 2.55 2.00 0.00 0.00 0.28 4.83 0.76 (0.32) 0.44 0.00 0.00 0.00 0.00 0.51 5.78 1.36 0.00 0.00 0.00 0.80 0.00 0.91 3.07 0.00 0.00 0.00 0.00 0.00 0.00 0.87 0.00 3.94 0.00 0.24 45.57 (43.96) (0.00) 1.85 0.00 1.85 5.78 12/31/01 12/31/02 12/31/03 12/31/04 7.98 6.30 3.19 2.24 0.18 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.27 0.33 0.30 0.34 8.43 6.63 3.49 2.58 0.78 0.96 1.00 1.16 (0.44) (0.58) (0.69) (0.80) 0.34 0.38 0.31 0.36 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.12 0.12 0.16 0.16 8.89 7.13 3.96 3.10 1.09 0.00 0.00 0.00 1.30 0.00 0.33 2.72 0.00 0.00 0.00 0.00 0.00 0.00 15.09 0.00 17.81 0.00 0.34 57.43 (66.69) (0.00) (8.92) 0.00 (8.92) 8.89 (This report may not be reproduced.) Page 58 of 71 0.59 0.00 0.00 0.00 0.35 0.00 0.15 1.09 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.09 0.00 0.37 82.47 (76.80) (0.00) 6.04 0.00 6.04 7.13 0.81 0.00 0.00 0.00 0.49 0.00 0.06 1.36 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.36 0.00 0.08 86.94 (84.42) 0.00 2.60 0.00 2.60 3.96 1.31 0.00 0.00 0.00 0.45 0.00 0.00 1.76 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.76 0.00 0.10 95.79 (94.55) (0.00) 1.34 0.00 1.34 3.10 Cohen Independent Research Group BALANCE SHEET, QUARTERLY ($ millions) Assets Cash & Marketable Securities Receivables Inventories Notes Receivable Other Current Assets Total Current Assets Gross Property/Plant/Equipment Accumulated Depreciation Net Property/Plant/Equipment Investments & Advances Deferred Charges Intangibles Other Non-Current Assets Other Assets Total Assets Liabilities & Shareholder’s Equity Accounts Payable Notes Payable Current Long-Term Debt Current Capital Leases Accrued Expenses Income Taxes Payable Other Current Liabilities Total Current Liabilities Mortgages Deferred Charges Non-Current Capital Leases Minority Interest Convertible Debt Total Long-Term Debt Other Long-Term Liabilities Total Long Term Liabilities Total Liabilities Preferred Stock Net Common Stock Capital Surplus Retained Earnings Other Equity Adjustments Common Equity Treasury Stock Shareholders' Equity Total Liabilities and Equity 09/30/03 12/31/03 03/31/04 06/30/04 09/30/04 12/31/04 03/31/05 4.7 0.0 0.0 0.0 0.4 5.1 1.1 (0.7) 0.4 0.0 0.0 0.0 0.0 0.1 5.6 3.2 0.0 0.0 0.0 0.3 3.5 1.0 (0.7) 0.3 0.0 0.0 0.0 0.0 0.2 4.0 5.1 0.0 0.0 0.0 0.3 5.3 1.1 (0.7) 0.4 0.0 0.0 0.0 0.0 0.2 5.9 2.5 0.0 0.0 0.0 0.2 2.7 1.1 (0.7) 0.4 0.0 0.0 0.0 0.0 0.2 3.2 4.6 0.0 0.0 0.0 0.2 4.8 1.2 (0.8) 0.4 0.0 0.0 0.0 0.0 0.2 5.4 2.2 0.0 0.0 0.0 0.3 2.6 1.2 (0.8) 0.4 0.0 0.0 0.0 0.0 0.2 3.1 2.5 0.0 0.0 0.0 0.2 2.7 1.2 (0.8) 0.4 0.0 0.0 0.0 0.0 0.2 3.2 0.4 0.0 0.0 0.0 0.3 0.0 0.1 0.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.9 0.0 0.5 86.3 (82.0) 0.0 4.8 0.0 4.8 5.6 0.8 0.0 0.0 0.0 0.5 0.0 0.1 1.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.4 0.0 0.5 86.6 (84.4) 0.0 2.6 0.0 2.6 4.0 1.0 0.0 0.0 0.0 0.6 0.0 0.0 1.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.6 0.0 0.5 90.9 (87.1) 0.0 4.3 0.0 4.3 5.9 1.1 0.0 0.0 0.0 0.5 0.0 0.0 1.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.6 0.0 0.5 91.0 (89.7) (0.0) 1.8 (0.2) 1.7 3.2 1.5 0.0 0.0 0.0 0.4 0.0 0.0 1.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.9 0.0 0.6 95.3 (92.4) 0.0 3.5 0.0 3.5 5.4 1.3 0.0 0.0 0.0 0.5 0.0 0.0 1.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.8 0.0 0.1 95.8 (94.6) (0.0) 1.3 0.0 1.3 3.1 2.0 0.0 0.0 0.0 0.6 0.0 0.0 2.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.6 0.0 0.1 97.6 (97.1) 0.0 0.6 0.0 0.6 3.2 (This report may not be reproduced.) Page 59 of 71 Cohen Independent Research Group STATEMENT OF CHANGES IN CASH, ANNUAL ($ millions) Net Income ($mil) Depreciation ($mil) Cash from Discontinued Oper ($mil) Net Other Adjustments ($mil) Net Ch in Oper Assets and Liabilities Net Cash from Oper Activities $mil 12/31/00 (17.27) 0.16 0 3.82 0 (13.29) 12/31/01 (22.73) 0.11 0.00 14.68 0.00 (7.94) 12/31/02 (10.11) 0.14 0.00 1.58 0.00 (8.39) 12/31/03 (7.62) 0.13 0.00 0.44 0.00 (7.05) 12/31/04 (10.12) 0.13 0.00 0.41 (0.04) (9.58) Property/Plant/Equipment ($mil) Subsidiaries ($mil) Investments ($mil) Cash Inflow from Invest Activites $mil Net Cash by Invest Activities $mil (0.14) 0.00 0.00 (0.25) (0.39) (0.02) 0.00 0.00 0.32 0.30 (0.18) 0.00 0.00 0.00 (0.18) (0.18) 0.00 (0.04) 0.00 (0.22) (0.18) 0.00 0.00 0.00 (0.18) Issuance of Equity Shares ($mil) Issuance of Debt Securities ($mil) Bank and Other Borrowings ($mil) Dividends and Distributions ($mil) Other Cash from Finan Activities $mil Net Cash by Finan Activities ($mil) 12.85 0.00 0.00 0.00 0 12.85 9.86 0.00 0.00 0.00 3.21 13.07 5.23 0.00 0.00 0.00 1.67 6.90 3.78 0.00 0.00 0.00 0.39 4.17 8.80 0.00 0.00 0.00 0.01 8.81 Exchange Rate Effect ($mil) Net Change in Cash ($mil) Beginning Cash ($mil) Ending Cash ($mil) 0.00 (0.83) 3.38 2.55 0.00 5.43 2.55 7.98 0.00 (1.68) 7.98 6.30 0.00 (3.11) 6.30 3.19 0.00 (0.95) 3.19 2.24 (This report may not be reproduced.) Page 60 of 71 Cohen Independent Research Group STATEMENT OF CHANGES IN CASH, QUARTERLY ($ millions) Actual Quarterly Data, not YTD data Net Income Depreciation Cash from Discontinued Oper Net Other Adjustments Net Ch in Oper Assets and Liabilities Net Cash from Oper Activities 09/30/03 12/31/03 03/31/04 06/30/04 09/30/04 12/31/04 03/31/05 (1.83) (2.43) (2.65) (2.61) (2.69) (2.17) (2.51) 0.04 0.02 0.03 0.03 0.03 0.04 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (0.45) 0.71 0.29 0.02 0.31 (0.21) 0.96 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (2.24) (1.70) (2.33) (2.56) (2.35) (2.34) (1.52) Property/Plant/Equipment Subsidiaries Investments Cash Inflow from Invest Activites Net Cash by Invest Activities 0.00 0.00 0.00 0.00 0.00 (0.03) 0.00 (0.04) 0.00 (0.07) (0.11) 0.00 0.00 0.00 (0.11) (0.04) 0.00 0.00 0.00 (0.04) (0.02) 0.00 0.00 0.00 (0.02) (0.01) 0.00 0.00 0.00 (0.01) (0.01) 0.00 0.00 0.00 (0.01) Issuance of Equity Shares Issuance of Debt Securities Bank and Other Borrowings Dividends and Distributions Other Cash from Finan Activities Net Cash by Finan Activities 3.78 0.00 0.00 0.00 0.16 3.94 0.00 0.00 0.00 0.00 0.23 0.23 4.31 0.00 0.00 0.00 0.01 4.32 0.00 0.00 0.00 0.00 0.00 0.00 4.49 0.00 0.00 0.00 (0.01) 4.48 0.00 0.00 0.00 0.00 0.01 0.01 1.77 0.00 0.00 0.00 0.00 1.77 Exchange Rate Effect Net Change in Cash Beginning Cash Ending Cash 0.00 1.70 3.04 4.74 0.00 (1.54) 4.74 3.19 0.00 1.88 3.19 5.07 0.00 (2.60) 5.07 2.47 0.00 2.11 2.47 4.58 0.00 (2.34) 4.58 2.24 0.00 0.24 2.24 2.48 (This report may not be reproduced.) Page 61 of 71 Cohen Independent Research Group This chart indicates the Company’s strong liquidity position. Quarterly Liquidity Metrics, Total Assets Quarterly Liquidity Metrics, Total Assets 03/31/05 12/31/04 09/30/04 06/30/04 03/31/04 12/31/03 09/30/03 06/30/03 03/31/03 12/31/02 09/30/02 06/30/02 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Cash / Total Assets Current Assets / Total Assets Receivables / Total Assets Inventory / Total Assets (This report may not be reproduced.) Page 62 of 71 Cohen Independent Research Group GLOSSARY (STEDMANS MEDICAL DICTIONARY) Anemia—any condition in which the number of red blood cells, the amount of hemoglobin in 100 ml of blood, and/or the volume of packed red blood cells are less than normal. Anemia is frequently manifested by pallor of the skin and mucous membranes, shortness of breath, palpitations of the heart, soft systolic murmurs, lethargy, and fatigability. Angiogenesis Factor—a substance of 2000 to 20,000 MW which is secreted by macrophages and stimulates neovascularization in healing wounds or in the stroma of tumors. Carbohydrate—class name for the aldehydic or ketonic derivatives of polyhydric alcohols. Such compounds have formulas that may be written Cn(H2O)n, although they are not true hydrates. The group includes simple sugars (monosaccharides, disaccharides, etc.), as well as macromolecular (polymeric) substances such as starch, glycogen, and cellulose polysaccharides. Carcinoma— any of the various types of malignant neoplasm derived from epithelial tissue, Carcinomas are identified histologically on the basis of invasiveness and the changes that indicate anaplasia, i.e., loss of polarity of nuclei, loss of orderly maturation of cells (especially in squamous cell type), variation in the size and shape of cells, hyperchromatism of nuclei (with clumping of chromatin), and increase in the nuclear-cytoplasmic ratio. Chemotherapy— treatment of disease by means of chemical substances or drugs; usually used in reference to neoplastic disease. Cytotoxic— detrimental or destructive to cells, causing cell death. Deoxyribonucleic Acid (DNA)— the type of nucleic acid containing deoxyribose as the sugar component and found principally in the nuclei (chromatin, chromosomes) and mitochondria of animal and plant cells, usually loosely bound to protein (hence the term deoxyribonucleoprotein). DNA may be open-ended or circular, single- or double-stranded, and many forms are known, the most commonly described of which is doublestranded. Chromosomes are composed of doublestranded DNA; mitochondrial DNA is circular. Galectins— a type of lectin that attaches to molecules that affect cell growth and development Glycoconjugates—a general class of sugarcontaining macromolecules of the body including glycolipids, glycoproteins, and proteoglycans. They are carbohydrates which are linked to a nonsugar structure (lipid or protein). Glycan— a polysaccharide Glycoscience— the study of carbohydrates and their use in biological systems Lectins—a protein of primarily plant (usually seed) origin that binds glycoproteins on the surface of cells causing agglutination and precipitation. They help form receptor sites on a cell surface Leukemia— progressive proliferation of abnormal leukocytes found in hemopoietic tissues, other organs, and usually in the blood in increased numbers. Leukemia is classified by the dominant (This report may not be reproduced.) Page 63 of 71 Cohen Independent Research Group cell type, and by duration from onset to death. This occurs in acute leukemia within a few months in most cases, and is associated with acute symptoms including severe anemia, hemorrhages, and slight enlargement of lymph nodes or the spleen. The duration of chronic leukemia exceeds one year, with a gradual onset of symptoms of anemia or marked enlargement of spleen, liver, or lymph nodes. Lipids—a group of organic compounds which contains oils and fatty substances. often effected through the –SH groups of two sulfur-containing L-cysteinyl residues, as well as by noncovalent forces (hydrogen bonds, lipophilic attractions, etc.). Ribonucleic Acid (RNA) — a macromolecule consisting of ribonucleoside residues connected by phosphate bonds, concerned in the control of cellular chemical process, especially protein synthesis. RNA is found in all cells, in both nuclei and cytoplasm, and also in many viruses. Metastasis—The spread of a disease process from one part of the body to another part of the body Monosaccharides—Simple sugars Neoplasm— an abnormal tissue that grows by cellular proliferation more rapidly than normal and continues to grow after the stimuli that initiated the new growth cease. Neoplasms show partial or complete lack of structural organization and functional coordination with the normal tissue, and usually form a distinct mass of tissue which may be either benign (benign tumor) or malignant (cancer). Polysaccharide— a carbohydrate containing a large number of saccharide groups; e.g., starch. Protein— macromolecules consisting of long sequences of )-amino acids [H2N–CHR–COOH] in peptide (amide) linkage (elimination of H2O between the )-NH2 and )-COOH of successive residues). Protein is three-fourths of the dry weight of most cell matter and is involved in structures, hormones, enzymes, muscle contraction, immunological response, and essential life functions. The amino acids involved are generally the 20 )-amino acids (glycine, Lalanine, etc.) recognized by the genetic code. Cross-links yielding globular forms of protein are (This report may not be reproduced.) Page 64 of 71 Cohen Independent Research Group BIBLIOGRAPHY 1. http://www.ncbi.nlm.nih.gov/books/bv.fcgi?rid=glyco.section.57 2. Essentials of Glycobiology Varki, Ajit, Cummings, Richard Esko, Jeffrey Freeze, Hudson, Hart, Gerald, Marth, Jamey et. al 2002 3. http://www.worldwidewords.org/turnsofphrase/tp-gly1.htm 4. http://www.fda.gov/fdac/special/newdrug/testing.html 5. GlycoGenesys Annual Report, 2003 6. http://content.nejm.org/cgi/content/full/348/14/1365?hits=20&where=fulltext&andorexactfulltext =and&searchterm=caspase+9&sortspec=Score%2Bdesc%2BPUBDATE_SORTDATE%2Bdesc &excludeflag=TWEEK_element&searchid=1119379378326_5812&FIRSTINDEX=0&journalco de=nejm (This report may not be reproduced.) Page 65 of 71 Cohen Independent Research Group Disclaimer: This report/release is for informational purposes only. All information contained herein is based on public information. 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This document shall not be copied nor reproduced in any form without the expressed written and authorized consent of CIRG. Copyright: CIRG and D. Paul Cohen Recommendations: BUY 98%, SELL 2% (This report may not be reproduced.) Page 66 of 71 Cohen Independent Research Group Notes: (This report may not be reproduced.) Page 67 of 71 Cohen Independent Research Group Notes: (This report may not be reproduced.) Page 68 of 71 Cohen Independent Research Group Notes: (This report may not be reproduced.) Page 69 of 71 Cohen Independent Research Group Notes: (This report may not be reproduced.) Page 70 of 71 Cohen Independent Research Group Notes: (This report may not be reproduced.) Page 71 of 71