POWER3 MEDICAL PRODUCTS, INC
Transcription
POWER3 MEDICAL PRODUCTS, INC
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] November 3, 2006 POWER3 MEDICAL PRODUCTS, INC (PWRM.PK) $0.06 BUY Power3 Medical Products, Inc. is a mid-to-late stage development company engaged in the discovery, development, and commercialization of protein biomarkers. The Company has made significant progress in establishing the effectiveness of its patent pending biomarkers in blood serum based test for the early detection and diagnosis of breast cancer, neurodegenerative diseases and drug resistance. Power3’s revenue model is based on the licensing of its technology to diagnostic and pharmaceutical companies. Power3 has been successful in signing important license agreements and therefore, the Company’s revenue stream has begun with the receipt of a second milestone payment. The Company has an Intellectual Property (IP) portfolio of 521 differentially expressed biomarkers. Table 1: Price Targets Terminal Growth Rates Optimistic Case Base Case Pessimistic Case 3.00% 5.10 2.78 1.74 4.00% 5.34 2.91 1.83 5.00% 5.61 3.07 1.94 6.00% 5.94 3.26 2.07 7.00% 6.33 3.49 2.24 Table 2: Estimated Earnings per Share Optimistic Case Base Case Pessimistic Case 2006 (0.01) (0.01) (0.07) 2007 (0.01) (0.03) (0.02) 2008 0.02 0.00 (0.00) 2009 0.59 0.27 0.15 2010 0.79 0.41 0.42 2011 0.84 0.39 0.20 At the current market price of $0.06 per share, Power3’s common stock is distinctly undervalued. We valued the company using three forecast scenarios – Base Case, Optimistic Case and Pessimistic Case. These methodologies indicate that Power3’s share price is undervalued. Even our most conservative approach, based on the Pessimistic scenario, yielded a value of $1.83-2.07 share. This price range is significantly higher than the current market price at mid-level of our Pessimistic target price range. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Cohen Independent Research Group QUICK VIEW POWER3 MEDICAL PRODUCTS, INC (PWRM.PK) BUY Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 2 of 113 Cohen Independent Research Group Chart 1: Price and Volume 5 Day Moving Average 0.086 Current Market Value 10 Day Moving Average 0.090 Reported Shares Outstanding (2006/10/18) (#) 5.92M 70.47M 50 Day Moving Average 0.104 Balance Sheet Shares Outstanding (2006/06) (#) 70.47M 30 Week Moving Average 0.142 Float (#) 21.73M 200 Day Moving Average 0.132 Float As % Of Shares Outstanding 30.84% Last 4 Weeks Last 13 Weeks Last 26 Weeks Last 52 Weeks High Price 0.12 0.15 0.2 Low Price 0.084 0.084 0.084 0.43 0.08 Price Change (%) (23.64) (16.00) (54.84) (66.40) Price Change vs Market (%) (25.92) (22.53) (56.69) (40.95) Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 3 of 113 Cohen Independent Research Group EXECUTIVE SUMMARY • • • • • • Power3 Medical Products Inc. is a proteomics company engaged in the discovery and development of protein biomarkers for use in the early detection and diagnosis of breast cancer, neurodegenerative diseases and drug resistance. The company was incorporated in 1992 as a medical device company. Since May 2004, Power3, transitioned itself into a development stage company and currently is moving toward the commercialization of its proprietary technology. The Company has identified 521 biomarkers, and is well positioned to commercialize its technology and diagnostic tests. Power3 has made substantial steps forward to be a dominant player in the protein-based diagnostics market. The blood serum test developed by Power3’s is expected to lead to accurate, rapid, and early detection of breast cancer, thus improving the life expectancy of patients. Breast cancer is the second leading cause of cancer among women. During 2006, approximately 212,920 cases will be diagnosed and 40,970 individuals will die from the disease. When a woman is diagnosed with breast cancer via mammography; she has on average, already had the disease for between six to ten years. Early detection and treatment are crucial for survival from breast cancer. Power3 developed the NuroPro™ blood test which involves monitoring the concentration of groups of proteins in blood serum to accurately detect and distinguish Alzheimer’s disease, Parkinson’s disease, and Amyotrophic Lateral Sclerosis or ALS (Lou Gehrig’s disease). Advanced detection of these diseases will allow physicians to intervene at an earlier stage, providing the capability to prevent or delay the progression of the disease. The Company completed proof-of-concept and initial stages of clinical validation studies for the NuroPro™ Test, with results that exceeded expectations. An investment in Power3 Medical offers an opportunity to participate in the growth of the protein-based drug discovery and development industry, projected to reach in excess of $71 billion by 2008 from more than the present $40 billion. In breast cancer, neurodegenerative diseases, and drug resistance markets, there is an unfulfilled need for early detection and diagnosis. This would provide a means to save many patients’ lives and result in very substantial cost savings to the healthcare system as a whole. Breast cancer diagnostics is a $7 billion market and this alone represents a very sizable market opportunity. . Power3 will generate significant revenue streams from license fees for both individual biomarkers and sets of targeted biomarkers to companies such as Pfizer, Innogenetics, Roche, Biosite, Bayer, and Myriad. Supplementing these license fees will be royalty revenue streams on any products that the companies produce. In the breast cancer segment, the Company received its second milestone payment from Biosite, a licensing partner; revenues from royalty payments are expected to begin soon. The Company entered into an agreement relating to its product NuroProTM with Innogenetics and are in negotiation with other prominent industry leaders for similiar agreements. Valuation Summary: • At the current market price of $0.06 per share, Power3’s common stock is grossly undervalued. We valued the company using three forecast scenarios – Base Case, Optimistic Case and Pessimistic Case. These methodologies indicate that Power3’s share price is undervalued. Even our most conservative approach based on the Pessimistic scenario yielded a value of $1.83-2.07 per share, which is significantly higher than the current market price at mid-level of our Pessimistic target price range. • With the realization of milestone payments from Biosite and the Company’s progress to forge new agreements in 2006, Power3’s commercialization phase will begin, yielding revenues to the Company. These factors combined with greater market visibility are expected to press Power3’s stock to new highs. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 4 of 113 Cohen Independent Research Group Base Case Estimated Income Statement Figures in $'millions unless specified 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Revenues: Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Non-US Revenues Total Revenue 0.7 0.0 0.0 0.0 0.0 0.0 0.7 2.5 0.7 0.7 0.0 0.0 0.2 4.1 2.8 2.5 2.5 0.0 0.4 0.8 9.0 13.4 31.9 20.8 9.1 1.6 7.7 84.6 13.1 41.2 24.5 28.5 2.7 11.0 121.0 19.3 40.1 22.8 22.4 1.4 10.6 116.5 16.6 35.7 18.7 18.7 0.0 9.0 98.8 19.5 36.4 19.1 17.7 30.4 12.3 135.4 18.7 37.1 19.5 18.0 67.1 16.1 176.6 18.0 37.8 19.9 18.4 74.1 16.8 185.1 0.3 0.0 0.0 0.0 0.0 0.0 0.3 0.4 0.8 0.3 0.3 0.0 0.0 0.1 1.4 2.7 0.8 0.8 0.8 0.0 0.1 0.4 2.8 6.1 4.0 9.6 6.3 3.7 0.5 3.5 27.4 57.2 3.9 12.4 7.4 8.5 0.8 4.9 37.9 83.0 5.8 12.0 6.8 6.7 0.4 4.8 36.5 79.9 5.0 10.7 5.6 5.6 0.0 4.0 31.0 67.8 5.8 10.9 5.7 5.3 9.1 5.5 42.5 92.9 5.6 11.1 5.9 5.4 20.1 7.2 55.4 121.2 5.4 11.4 6.0 5.5 22.2 7.6 58.1 127.1 0.2 0.0 0.0 0.0 0.0 7.2 -6.8 0.6 0.2 0.2 0.0 0.0 4.5 -1.8 0.6 0.5 0.5 0.0 0.1 5.5 0.6 3.4 8.0 5.2 2.3 0.4 27.3 29.8 3.3 10.3 6.1 7.1 0.7 38.0 45.1 4.8 10.0 5.7 5.6 0.4 37.3 42.6 4.2 8.9 4.7 4.7 0.0 32.9 34.9 4.9 9.1 4.8 4.4 7.6 43.6 49.3 4.7 9.3 4.9 4.5 16.8 55.7 65.4 4.5 9.5 5.0 4.6 18.5 59.0 68.0 -0.2 -0.2 -7.0 0.0 -0.2 -0.2 -2.0 0.0 -0.2 -0.2 0.4 0.1 -0.2 -0.2 29.6 10.4 -0.2 -0.2 44.8 15.7 -0.2 -0.2 42.4 14.8 -0.2 -0.2 34.6 12.1 -0.2 -0.2 49.1 17.2 -0.2 -0.2 65.2 22.8 -0.2 -0.2 67.8 23.7 -7.0 (0.10) -2.0 (0.03) 0.2 0.00 19.2 0.27 29.1 0.41 27.6 0.39 22.5 0.32 31.9 0.45 42.4 0.60 44.1 0.63 Cost of Goods Sold: Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Non-US Revenues Total Cost of Goods Sold Gross Profit Operating Expenses: Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Total Operating Expenses Income / (Loss) from Operations Other Income and (Expense) Interest (Expense) Total Other Income (Expense) Income / Loss before Tax Provision for Tax @ 35% Net Income / (Loss) Net Income / (Loss) per share Copyright © 2006 by Cohen Independent Research Group. 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Page 5 of 113 Cohen Independent Research Group Valuation (Discounted Cash Flow Analysis) Time period to discount cash flow 0.33 1.33 2.33 3.33 4.33 5.33 6.33 7.33 8.33 9.33 Figures in $'millions unless specified 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Net Cash Flow from Operations CAPEX Net Debt Additions Free Cash Flows Equity (FCFE) Present Value of FCFE -6.44 -0.01 2.82 -3.63 -3.5 0.61 -0.04 0.70 1.27 1.0 -0.29 -0.09 0.00 -0.38 -0.3 18.04 -0.85 0.00 17.20 10.4 30.23 -1.21 0.00 29.02 15.0 27.96 -1.16 0.00 26.80 11.9 22.66 -0.99 0.00 21.67 8.3 33.93 -1.35 0.00 32.58 10.7 44.85 -1.77 0.00 43.08 12.1 45.79 -1.85 0.00 43.93 10.6 10.33 Range of Terminal Growth Rate 3% 572.88 4% 619.00 5% 673.20 6% 737.80 7% 816.11 119.05 128.64 139.90 153.33 169.60 WACC Cost of Debt Interest rate on borrowings Tax Rate Post Tax Cost of Debt Cost of Equity Risk Free Rate Risk Premium Beta Cost of Equity Proportion of Debt Proportion of Equity WACC Average WACC 11.0% 35.0% 7.2% 11.0% 35.0% 7.2% 11.0% 35.0% 7.2% 11.0% 35.0% 7.2% 11.0% 35.0% 7.2% 5.3% 7.0% 2 19.3% 5.3% 7.0% 2 19.3% 5.3% 7.0% 2 19.3% 5.3% 7.0% 2 19.3% 5.3% 7.0% 2 19.3% 29.7% 70.3% 35.8% 64.2% 34.9% 65.1% 12.0% 88.0% 6.0% 94.0% 15.7% 16.4% 14.9% 15.1% 17.8% 18.6% Copyright © 2006 by Cohen Independent Research Group. 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Page 6 of 113 Cohen Independent Research Group Sensitivity Analysis with Growth Rate Discount Rate Terminal Growth Shares O/S Sum PV of FCFE Add: Cash Equity Value Value Per Share (in $) 16.4% 3% 70.47 195.38 0.34 195.72 2.78 16.4% 4% 70.47 204.96 0.34 205.30 2.91 16.4% 5% 70.47 216.23 0.34 216.56 3.07 Sensitivity Analysis with Discount Rate (With terminal Growth Rate of 5%) Range of Discount Rate PV of Free Cash Flows (in $'million) 2006 2007 2008 2009 2010 2011 2012 16.8% 1.97 13.33 37.21 40.17 30.74 22.33 19.49 17.8% 1.96 13.18 36.48 39.04 29.62 21.34 18.47 18.8% 1.95 13.03 35.76 37.96 28.56 20.40 17.50 19.8% 1.95 12.89 35.07 36.91 27.54 19.51 16.60 20.8% 1.94 12.75 34.40 35.91 26.57 18.66 15.75 16.4% 6% 70.47 229.65 0.34 229.99 3.26 2013 20.09 18.87 17.74 16.68 15.70 2014 21.21 19.75 18.41 17.17 16.02 16.4% 7% 70.47 245.93 0.34 246.27 3.49 2015 20.03 18.50 17.10 15.81 14.63 Terminal Value 216.83 198.55 181.94 166.85 153.12 Sum of PV of FCFF 443.38 415.76 390.36 366.98 345.43 Less: Net Debt -2.03 -2.03 -2.03 -2.03 -2.03 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 7 of 113 Equity Value 445.41 417.79 392.39 369.01 347.46 Value Per Share 6.32 5.93 5.57 5.24 4.93 Cohen Independent Research Group Chart 2: Target Prices Price Target for Three Scenarios Vs. Long Term Sustainable Grow th Rates 8.00 7.00 6.00 US $ 5.00 4.00 3.00 2.00 1.00 0.00 Long Term Grow th Rates 3% 4% 5% 6% 7% Optimistic Case 5.10 5.34 5.61 5.94 6.33 Base Case 2.78 2.91 3.07 3.26 3.49 Pessimistic Case 1.74 1.83 1.94 2.07 2.24 INVESTMENT THESIS AND RECOMMENDATION We initiate coverage on Power3 Medical Products with a Buy recommendation. The Company has a strong Intellectual Property (IP) portfolio. Coupled with its licensing revenue model, the Company is well positioned to reap the benefits from its presence in the multi-billion dollar diagnostics market. Leveraging its proprietary technology, the Company developed blood serum tests for early breast cancer detection and early diagnosis of neurodegenerative diseases as well as drug resistance. The Company completed validation studies of more than 1273 patient samples and is monitoring appropriate biomarkers for their diagnostic value. With over 50 years of combined research expertise, the Company has developed a portfolio of 521 patent pending biomarkers that offer a substantial opportunity for commercialization. We believe the licensing of the Company’s proprietary technology will result in a strong revenue stream in the near-term as well as the long-term. At the current price of $0.06 per share and a $3.07 valuation target, we recommend purchase of Power3’s common stock for long term, risk adverse investors. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 8 of 113 Cohen Independent Research Group THE REPORT POWER3 MEDICAL PRODUCTS, INC. (PWRM.PK) BUY Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 9 of 113 Cohen Independent Research Group TABLE OF CONTENTS Table 1: Price Targets ................................................................................................................................................................... 1 Table 2: Estimated Earnings per Share ...................................................................................................................................... 1 QUICK VIEW........................................................................................................................................... 2 Chart 1: Price and Volume............................................................................................................................................................ 3 EXECUTIVE SUMMARY....................................................................................................................................4 Base Case Estimated Income Statement ................................................................................................................5 Valuation (Discounted Cash Flow Analysis) .........................................................................................................6 Chart 2: Target Prices ................................................................................................................................................................... 8 INVESTMENT THESIS AND RECOMMENDATION.......................................................................................8 THE REPORT .......................................................................................................................................... 9 TABLE OF CONTENTS.....................................................................................................................................10 Background ..........................................................................................................................................................12 POWER3’S TECHNOLOGY APPLICATION & UNIQUENESS ................................................... 13 Table 1: Biomarker Portfolio of Power3 Medical .................................................................................................................... 14 Figure 1: Power3’s Medical Suite ............................................................................................................................................. 15 BUSINESS MODEL & STRATEGY.................................................................................................... 16 BULL CASE ........................................................................................................................................................18 BEAR CASE........................................................................................................................................................19 MARKET OVERVIEW: OPPORTUNITY ASSESSMENT & DEMAND DRIVERS ................... 20 Table 3: Size of the market and potential for Power3’s products.......................................................................................... 20 BREAST CANCER .............................................................................................................................................20 Breast Cancer: Detection/Screening ...............................................................................................................21 Breast Cancer: Diagnosis................................................................................................................................21 Figure 2: MRI: Breast cancer diagnosis................................................................................................................................... 22 Breast Cancer: Power3 Filling the Gap for Early Detection.........................................................................23 NEURODEGENERATIVE DISEASES..............................................................................................................23 Table 4: Neurodegenerative Disease Cost Estimates for U.S. Market ................................................................................ 24 Neurodegenerative Diseases: ..........................................................................................................................24 Alzheimer's.......................................................................................................................................................24 Figure 3: Light microscopy slides of human brain using Bielschowsky silver stain ........................................................... 25 Figure 4: Diagnostic Technologies for Alzheimer’s disease ................................................................................................. 26 Neurodegenerative Diseases: ..........................................................................................................................26 Parkinson's ......................................................................................................................................................26 Figure 5: Parkinson’s disease in the substantia nigra of the brain....................................................................................... 27 Neurodegenerative Diseases: ..........................................................................................................................28 Amyotrophic Lateral Sclerosis (ALS) ..............................................................................................................28 Figure 6: Amyotrophic lateral sclerosis (ALS): Degeneration of Motor Neurons ................................................................ 28 DRUG RESISTANCE IN LEUKEMIA ..............................................................................................................30 Drug Resistance...............................................................................................................................................30 COMPETITIVE LANDSCAPE ............................................................................................................ 32 Table 5: Comparative Study of Proteomics Companies......................................................................................................... 32 STRATEGIC PARTNERSHIPS ........................................................................................................... 33 Figure 7: Power3’s Strategic Partnerships, Research Advisors & Collaborators............................................................... 37 License and / or Research Agreements with Diagnostic Companies...................................................................37 Research Agreements with Pharmaceutical Companies ......................................................................................38 Copyright © 2006 by Cohen Independent Research Group. 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Page 10 of 113 Cohen Independent Research Group Alliances with Academic and Research Institutions ............................................................................................38 LIQUIDITY & CAPITALIZATION ...................................................................................................................39 Common Stock .................................................................................................................................................39 Convertible Debentures ...................................................................................................................................39 Debt..................................................................................................................................................................39 FORECAST .........................................................................................................................................................40 Revenue Forecast .................................................................................................................................................40 Milestone Payments Forecast..........................................................................................................................40 Table 6: Power3’s Base Case Milestone Payments Forecast.............................................................................................. 41 Royalty Revenues .............................................................................................................................................42 Table 7: Breast Cancer Tests Royalty Revenues Forecast - Base Case ........................................................................... 42 Table 8: Alzheimer’s Disease Tests Royalty Revenues Forecast - Base Case................................................................. 43 Table 9: Parkinson’s Disease Tests Royalty Revenues Forecast - Base Case................................................................. 44 Table 10: ALS Tests Royalty Revenues Forecast - Base Case........................................................................................... 45 Table 11: Drug Resistance Royalty Revenues Forecast - Base Case................................................................................ 45 Total Revenue Forecast – Base Case ...................................................................................................................46 Table 12: Total Revenue Forecast - Base Case .................................................................................................................... 46 Earnings and FCF Forecast ..................................................................................................................................46 Table 13: Table 14: Table 15: Table 16: Earnings and FCF - Base Case............................................................................................................................... 47 Optimistic Case - Revenue, Earnings and EPS Forecast.................................................................................... 47 Pessimistic Case – Revenue, Earnings and EPS Forecast ................................................................................ 48 Revenue, EPS and FCF growth – (all three scenarios) ....................................................................................... 48 VALUATION ......................................................................................................................................................49 FINANCIAL EXHIBITS ....................................................................................................................... 52 Exhibit 1: Income Statement – Base Case ............................................................................................................................... 53 Exhibit 2: Balance Sheet – Base Case ..................................................................................................................................... 54 APPENDICES ......................................................................................................................................... 68 Appendix I – Biomarkers .....................................................................................................................................69 Figure 8: Biomarker Functions .................................................................................................................................................. 70 Figure 9: Biomarker Qualification ............................................................................................................................................. 73 Figure 10: Molecular Biology ..................................................................................................................................................... 75 Figure 11: Biological Investigations .......................................................................................................................................... 77 Appendix II – Proteomics and Genomics ............................................................................................................78 Figure 12: Branches and Functions of Proteomics ................................................................................................................ 80 Appendix III – Power3’s Discovery Process .......................................................................................................83 Figure 13: Power3’s Discovery Process .................................................................................................................................. 83 Appendix IV – The Nervous System ...................................................................................................................87 NEURONS .......................................................................................................................................................87 Figure 14: Structure of a typical neuron................................................................................................................................... 88 THE SPINAL CORD........................................................................................................................................89 THE BRAIN .....................................................................................................................................................89 Figure 15: Diagram of the main components of the Brain..................................................................................................... 90 Appendix V – Company Management Team.......................................................................................................92 Steven B. Rash – Chairman and Chief Executive Officer ................................................................................92 Essam A. Sheta, Ph.D. – Director of Biochemistry .........................................................................................92 Ira L. Goldknopf, Ph.D. – Director of Proteomics ..........................................................................................93 John P. Burton – Chief Financial Officer........................................................................................................93 Scientific Advisory Board ................................................................................................................................93 Appendix VI – Recent Events..............................................................................................................................96 Appendix VII – Forecast Charts ........................................................................................................................100 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 11 of 113 Cohen Independent Research Group POWER3 MEDICAL PRODUCTS, INC. (PWRM.PK) $0.06 BUY Power3 Medical Products, Inc. (Power3) is a mid-to-late-stage development company engaged in the discovery, development, and commercialization of protein-based diagnostic products for the healthcare industry. More than 50 years of combined research experience in proteomics and protein biochemistry lies within this Texas based company. Power3’s Director of Proteomics, Dr. Ira L. Goldknopf, pioneered the science of clinical proteomics. Broad and farreaching expertise and experience enables the Company to be on the cutting edge of developing proprietary technologies for protein characterization, and development of proteinbased, early diagnostic tests. The Company utilized its protein technology to successfully identify 521 (to date) differentially expressed proteins, essential for the early detection and treatment of breast cancer, neurodegenerative diseases, and the identification of drug resistance. Significant milestones have been reached in Power3’s transition from research and development to a corporation on the threshold of commercializing its technology. Power3’s has completed validation studies of more than 1273 patient samples and is monitoring appropriate biomarkers for diagnostic sensitivity, specificity, positive predictive value, and negative predictive value. Because of its substantial experience in protein biochemistry research, the Company is well positioned to satisfy the unmet medical need of early diagnosis of dreadful diseases such as breast cancer, Alzheimer’s, Parkinson’s disease, and Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig’s disease). An investment in Power3 Medical Products, Inc. offers a participation opportunity in the growth of the protein-based drug discovery and development industry, projected to exceed over $71 billion by 2008 from the current level of over $40 billion. Background The Company was incorporated in Florida as Surgical Safety Products in May 1992. The Company and its subsidiaries engaged in product development, sales, distribution, and services for the healthcare industry. In September 2003, Surgical Safety Products changed its name to Power3 Medical Products, declared a 1:50 reverse split of its common stock, and increased its authorized capital. Before May 2004, the Company had one direct wholly-owned subsidiary, Tenthgate, Inc, which operated as a “development stage company”. On May 17, 2004, Tenthgate was spun off under the control of the prior management of Power3 and its stock distributed to shareholders of Power3 as of that date. On May 18, 2004, Power3 entered into an Asset Purchase Agreement with Advanced BioChem to purchase all the assets and certain liabilities of Advanced BioChem. After the transaction, certain employees of Advanced BioChem became employees of Power3. The Company then changed its business focus as an operating company and transformed into a development stage company. Currently, Power3 is testing its “proof of concept”, with the intent of moving toward commercialization of its intellectual property. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 12 of 113 Cohen Independent Research Group Power3’s Technology Application & Uniqueness Power3 developed proprietary methodologies to identify Biomarkers1 for use in diagnostic tests targets for new drug development. Using decades of pioneering proteomic laboratory experience and expert Biostatistics, Power3 is positioning itself at the forefront of proteomic commercial viability. The Company utilizes its extensive expertise and proprietary technologies in protein identification and analysis for the discovery and development of unique protein biomarkers. These biomarkers are utilized in diagnostic tests to diagnose and monitor breast cancer, neurodegenerative diseases, and drug resistance to chemotherapy. Proteomics is the study and analysis of proteins which include receptors, hormones and enzymes, the fundamental building blocks of all cells in the human body carrying out cellular functions. The instructions for building these proteins are found in the DNA or genome of the cell. Once formed, a protein can be modified by other proteins and can interact with other proteins to form complex structures2. As many as 120,000 different proteins are found in the human body, forming the human proteome, and up to 10% of these proteins may serve as targets for drugs. Abnormalities in protein structure, function, or concentration indicate the presence of disease. Studying the proteins found within the human body and the changes that occur (i.e. proteomics), can lead to a better understanding of how a healthy body functions and can allow identification of proteins associated with 1 For detailed discussion on biomarkers refer Appendix I 2 More information about the human genome and proteome and their applications in proteomics is available in Appendix II specific diseases. Studying the changes in protein biomarkers may permit researchers (and eventually doctors) to identify the presence of disease before any physical symptoms appear. While studying a single protein may provide useful information, some disease states are complex and may be best characterized by several, or even many, interacting proteins. A diagnostic product that utilizes multiple proteins has the sensitivity and ability to identify the more complex disease state. Power3’s research platform3 is based on the study of proteomics. The Company has developed a unique, discovery platform that is specifically structured for the discovery and development of the protein biomarkers of human disease and the creation of intellectual property though clinically focused, precise and controlled analysis. The Company’s technology platform uses both proprietary methodologies owned by or licensed to the Company and accepted technologies to discover biomarkers in blood serum samples. Following sample preparation, a 2D Gel system is used for the separation of proteins in a patient sample such as blood serum. The gels are stained, imaged, and analyzed for differences in the diseased versus normal samples. The significance of these differences is evaluated relative to the disease burden of the individual. Proteins of interest are removed from the gel matrix, fingerprinted, and sequenced by tandem mass spectrometry. The Company’s biomarker discovery platform delivers significant discoveries that are capable of detecting up to 20 times as many proteins in blood serum samples as Mud Pit or SELDI TOF (competing 3 For more information on Power3’s discovery process, please refer to Appendix III Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 13 of 113 Cohen Independent Research Group technologies); exhibiting reproducible and reliable identification; and displaying broad dynamic range and linearity of quantitative disease protein footprints. To date, Power3 has successfully identified over 521 differentially expressed proteins (Table 1). This discovery has enabled the development of NuroProTM, a proprietary, sensitive, early diagnostic kit for neurodegenerative disorders, which monitors 47 proteins in blood serum. This gives the ability to distinguish patients with Alzheimer’s, Parkinson’s, and Lou Gehrig’s disease (ALS) from normal patients, and patients with other neurological disorders. The first and second phases of validation for NuroProTM have been completed utilizing a sample group of 594 patients. Two Pre-IDE Information Packets have also been filed with the FDA for guidance of the NuroProTM diagnostic test. Table 1: Biomarker Portfolio of Power3 Medical Study Neurodegenerative Breast Cancer Drug Resistance and Cell Marker Other Cancers Disorders and Diseases Total Power3 developed the first early breast cancer detection test which utilizes a panel of 12 blood serum based biomarkers. This sensitive, test can be used in conjunction with mammography, the current medical standard. A clinical validation study has been completed that included 152 patients from multiple sites. This test provides Power3 Medical with a unique opportunity to capture a significant portion of the multi billion dollar early detection screening market for breast cancer. The Company also completed an initial “proof of concept” for the use of their proprietary technology to detect drug resistance to imatinib mesylate, a major chemotherapy agent used to treat leukemia patients. Drug resistance is of particular concern in the use of chemotherapy treatment for chronic myeologenous leukemia (CML). Usually by the time resistance to chemotherapy is detected, the treatment regime has progressed too far to change and/or to save the patient. In collaboration with a major leader in cancer research, Power3 Medical evaluated bone Biomarker Portfolio 47 135 20 319 521 marrow samples of patients diagnosed with CML, before and after the patients were treated with imatinib mesylate. The company has successfully identified a group of 19 biomarkers that were differentially expressed in responders and non-responders. These bone marrow biomarkers have the potential for predicting patient responsiveness and resistance to this chemotherapeutic agent. This technology is being further developed to enable screening of patients on a molecular level. The ability to predetermine if an individual will be resistant to a given chemotherapeutic agent will influence the treatment regime chosen, increase the effectiveness of the chosen treatment regime, and potentially increase a patient’s chances for survival. The development of this technology not only has the potential to increase the success rates of chemotherapy agents and eliminate futile treatments earlier in clinical trials, but also has potential applications in the design of new drugs to overcome resistance and prevent recurrence, ultimately saving millions of lives. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 14 of 113 Cohen Independent Research Group Figure 1: Power3’s Medical Suite Source: Cohen Research Library Files Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 15 of 113 Cohen Independent Research Group Business Model & Strategy Power3’s business model is comprised of the discovery, licensing, and sales of its patent pending protein-based technology. The Company’s business strategy is to successfully establish itself in the market and emerge as a leader in the field of proteomics. Power3 plans to do this by capitalizing on its existing discoveries through the successful commercialization of its technology. Through its patent-pending technology, the Company can quickly and accurately identify individual proteins and patterns of proteins associated with disease and apply these to screening, diagnostics, and drug targets. Once validated through clinical trials, Power3 benefits financially from investing partnerships or licensing arrangements for these protein biomarkers and their respective applications. Revenues may be generated through upfront payments, licensing fees, milestone payments, and royalties. Each validated biomarker, pattern, new diagnostic test, or drug target has a potential market value from $10 - $100 million plus. The Company’s discovery process originates with the receipt of samples for testing. Once received, the proprietary preparation protocols are applied to the samples, followed by 2D Gel electrophoresis, high sensitivity staining, tagging and image analysis, fragmentation, fingerprinting of proteins, and mass spec analysis. At this point the identification of proteins is carried out. After the proof of concept and protein identification of disease patterns is complete, the Company would make patent applications for the biomarkers discovered. The discovery could become a part of the Company’s portfolio and be utilized internally or licensed out to another company. It could also be leveraged into a partnership or a joint venture. If further development is required, the drug target pathway could follow. Under this, the Company would call for a greater number of samples, reinforce the proof of concept, identification, and validation, and generate a greater valuation of the IP. Subsequent collaboration with larger pharmaceutical companies might proceed. Each discovery could also follow the screening/diagnostic pathway or both the drug and screening/diagnostic pathway. Under this option, the protein biomarkers would be incorporated into a first generation screening test also called the “Home Brew”. The test can then be converted into a second generation test with a high throughput and immunoassay and would be suitable for launch as a home brew test. It could also be promoted for further commercialization with FDA approval to be used as a formal diagnostic product. The Company also intends to achieve greater leverage by collaborating with diagnostic and pharmaceutical companies who are engaged in synergistic product categories and have the required infrastructure to introduce its products in the market. The key would then be to identify appropriate joint venture or licensee companies that would be able to propel the Company’s business forward. Power3 will generate significant revenue streams from license fees on both individual biomarkers and sets of targeted Biomarkers to companies such as Pfizer, Innogenetics, Roche, Biosite, Bayer, Myriad, etc. These license fees will be accompanied by royalty revenue streams on any testing products that they may produce. Power3 will also generate similar revenue streams by license and royalty fees for the use of individual biomarkers (some will be the same as above) for use as targets for new drug development from Pharmaceutical companies. The Company will provide service offerings to these testing and pharmaceutical companies in the form of independent validation of their Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 16 of 113 Cohen Independent Research Group testing methodologies and drugs. Finally, Power3 will have a significant revenue model as a “home brew” testing laboratory, where early detection tests (such as the recent prototype Breast Cancer blood test,) will be provided for doctors and medical centers around the country even before the formal FDA approval process is completed. The main stream of revenues would be generated through licensing their tests to drug and diagnostic companies. Currently, the Company is not attempting to get approval from the FDA for any diagnostic test. Royalty income is expected to be in the range of 7 – 14% of the revenues generated by the licensee company. The Company’s target set of customers would be clinical diagnostics companies, drug development companies, as well as pharmaceutical companies seeking independent validation of their testing methodologies and drugs. In 2005, Power3 entered into a licensing agreement with Biosite (BSTE) for early detection tests for breast cancer. Biosite is a medical diagnostic solution company focusing on diagnosis of debilitating and life-threatening diseases. The Agreement states that the Company and Biosite will engage in a collaborative research program in which Biosite will attempt to develop antibodies and diagnostic assays for selected target biomolecules proposed by the Company. The Company and Biosite will then assess the diagnostic and therapeutic potential of these antibodies and diagnostic assays for breast cancer and neurological diseases. If the antibodies and diagnostic assays are found to have diagnostic and/or therapeutic potential, Biosite will develop and commercialize Biosite Products for the detection and/or treatment of breast cancer and/or neurological diseases. Biosite will make milestone payments to the Company, as well as pay royalties on the sale of any Biosite Products containing antibodies to any selected target biomolecule claimed in a patent application or an issued patent. In addition, Power3 has a research agreement with Pfizer Pharmaceuticals. Apart from the US markets, the Company is also actively seeking to partner with companies outside the US to sign licensing agreements. Recently, the Company entered into a Materials Transfer and Confidential Disclosure Agreement with Innogenetics N.V., a Belgium-based international biopharmaceutical company. The current proposal is an assessment of the utility of the Company’s NuroPro™ to differentiate control subjects from subjects with Alzheimer’s disease. It is anticipated the assessment will begin in third quarter 2006. The Company is in talks with other European companies for similar licensing and joint venture partnerships. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 17 of 113 Cohen Independent Research Group BULL CASE • Power3’s patent-pending technology can quickly and accurately identify individual proteins and patterns of proteins associated with disease, and apply them to screening, diagnostics, and drug targets. Capitalizing on its biomarker discovery process and antibody detection system, the Company developed the first blood serum based tests to differentially diagnose and stage neurodegenerative diseases, as well as the first early breast cancer detection test. • Power3’s research platform is a unique model, specifically structured for the discovery and development of protein biomarkers and the creation of intellectual property through clinically focused, precise, and controlled analysis. The Company completed validation studies of more than 1273 patient samples and is monitoring appropriate biomarkers for diagnostic value. • The Company put in place a comprehensive IP strategy, crucial to the success of commercialization. Securing intellectual property requires the acquisition and nurturing of relationships with strategic, well published clinical scientists in renowned research institutions. Power3’s founders used their knowledge of the diagnostic field and associations with the scientists in the discipline to foster collaborations leading to the acquisition of intellectual properties. • The Company’s strong intellectual property portfolio ensures it will capture significant market share in the protein-based biomarker diagnostic market. With respect to its biomarker discovery process, breast cancer biomarkers, neurodegenerative biomarkers, and drug resistance. The Company holds one issued patent (which is in-licensed) and 17 provisional and utility patents pending. • By licensing the discovered biomarkers and diagnostic test of Power3’s IP portfolio this presents sizeable revenue opportunity. Power3 has entered into a licensing agreement with Biosite, through which it will earn royalty revenue on any testing products they may produce. In addition, the Company is likely to generate revenue streams by license and royalty fees for the use of individual biomarkers employed as targets for new drug development by the pharmaceutical companies. Additional revenue is obtainable by providing Home Brew diagnostic testing prior to FDA approval of the in-vitro diagnostic tests. • The Company is led by an experienced management team and strong Scientific Advisory Board. With a scientific team of well established and experienced scientists coupled with a reputed and proven management team, we believe that the Company is well positioned to scale great heights. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 18 of 113 Cohen Independent Research Group BEAR CASE • The protein biomarker diagnostics sector is growing more competitive and is subject to significant changes in respect to the technology for diagnosis and treatment of disease. The competition in the biomarker discovery field will be based primarily on each of the industry participant’s product sensitivity/specificity, reliability, stability, and timing of market entry, cost, and acceptance by health care providers. The rising competition may diminish the value of the Company’s diagnostic tests and technology. • While the application of protein biomarkers in diagnostics has the ability of early detection and diagnosis of a number of diseases, the investment in biomarker discovery and validation thereof will be considerable, further highlighting the importance of the success of Power3’s diagnostic product and technology. • The validation and qualification of biomarkers by the FDA may be a timeconsuming process and may result in a delay in the Company’s schedule. commercialization • The Company may not be able to sign an adequate number of licensing agreements which may tend to limit its revenue growth. Additionally, the terms in each of the license agreements may not be favorable for the Company for milestone and royalty payments. For example, the royalty payments from the license agreement with Biosite may not reflect in future license agreements. • The Company’s success depends on its ability to protect its proprietary technology through patents. The Company has not yet received patents for its 17 patent applications and this may adversely hamper the Company’s competitive position. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 19 of 113 Cohen Independent Research Group Market Overview: Opportunity Assessment & Demand Drivers Power3 is well positioned to commercialize its discovery technology and ground-breaking diagnostic tests. Through its extensive portfolio of proven biomarkers, the Company will be a dominant player in the market for breast cancer, neurodegenerative and drug resistance proteinbased diagnostics. The Company has leveraged its biomarker discovery process to develop the first blood serum based tests to diagnose early breast cancer, neurodegenerative diseases, well as drug resistance in Leukemia. The Company believes that each validated biomarker, pattern, new diagnostic test, and drug target may have a potential market value ranging from $10 million to over $100 million. The worldwide clinical diagnostic market revenues are estimated at $22 billion annually. Protein-based drug discovery and development spending was approximately $40 billion in 2004 and is projected to reach over $71 billion by 2008 (Business Communications Company, Inc.). With over 50 years of combined research expertise in protein biochemistry, Power3 is poised to seize strong revenue opportunities in large and growing markets. Table 3: Size of the market and potential for Power3’s products Products in Development Markets Early screening, monitoring, treatment selection, monitoring for clinical trials and drug targets Early screening, diagnosis, monitoring, prognostics Neurodegenerative Test (NuroPro™) for AD, ALS, Parkinson’s Clinical trial monitoring and drug targets Breast Cancer: Blood Serum Test Total Market $ $7-10 billion $6-9 billion Drug Resistance in Chemotherapeutics Early screening, monitoring and drug target for drug $1.6 billion +++ resistance in Leukemia Biomarker Portfolio Diagnostic Tests, Screening Drug targets $5-100 + million Source: Company’s Presentation BREAST CANCER Cancer is characterized by the uncontrollable growth of abnormal cells. An estimated onethird of all Americans will develop cancer in their lifetime, with the average age of diagnosis being 68. The most common forms of cancer are lung, breast, colon, and prostate. Worldwide, breast cancer is the second leading cause of cancer related death in women. Breast Cancer affects more than 2 million women in the United States. It is also the most common malignancy in women, second only to skin cancer. In 2006, approximately 212,920 cases will be diagnosed and 40,970 individuals will die due to the disease. Early detection and treatment are critical in the survival rates for breast cancer patients. The blood serum tests developed by Power3’s will lead to accurate and early detection of breast cancer, thus improving the life expectancy of patients. The annual United States spending on breast cancer biopsies is approximately $2.8 billion and spending on mammograms is $4.2 billion. The breast cancer diagnostics market comprising of $7 billion is the market opportunity and financial potential available to the Company. Lumps that develop in the breast can be either malignant or benign. Many of the lumps found Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 20 of 113 Cohen Independent Research Group in the breast are benign; however, they can produce symptoms that are similar to breast cancer. Some malignant tumors are detectable by mammography, but diagnosis can only be confirmed by biopsy. Other tumors are not detectable by mammography. Therefore several types of breast cancer are extremely difficult to detect with traditional screening tools. It is essential for any new technology platform or diagnostic test for breast cancer to be able to distinguish between benign and breast cancer at least as, and preferably more effectively as existing screening and diagnostic tools such as mammography. Breast Cancer: Detection/Screening An estimated one million women are unaware they have breast cancer. A woman has a one in eight chance of developing breast cancer in her lifetime and a 1 in 33 chance of dying from it. Breast cancer can also affect men, but the condition is rare. Of the women with invasive breast cancer, 12% die within 5 years, 20% within 10 years, and 40% within 20 years. The goal of screening is to detect cancer in individuals long before they begin to show indications of symptoms. Early detection allows treatment to begin sooner and therefore potentially increases the chances of survival. The most reliable, proven methods for early detection of breast cancer available today include physical examination of the breast and the mammogram. The American Cancer Society recommends that breast self-examination be performed monthly by all women over the age of 20. Mammography involves taking an x-ray of the breast. Mammograms and MRI’s are the current technologies utilized to detect lesions too small to be palpated. A mass needs to be at least 1 cm in diameter before it can be detected by palpation, but a mammogram can detect lesions as small as 1mm. The American Cancer Society recommends that all women between the ages of 35-39 should have a mammogram to serve as a baseline for future comparison. Between the ages of 40-49, a mammogram should be performed every 1-2 years, and every year after the age of 50. Because the mammogram exposes an individual to radiation, the American Cancer Society recommends limiting mammograms to one per year. This technique has a sensitivity of 80%-85% and is generally less effective in women under the age of 50 due to their denser breast tissue. The early detection of breast cancer greatly increases an individual’s chances of survival. Only 40% of all breast cancer can be detected by direct palpation, with another 40% being detectable by mammogram. However, a cancerous tumor may be present many years before it becomes large enough to be detected by palpation or mammogram. In fact, a woman usually has breast cancer for an average of 6-10 years before the disease is detected by mammography and is subsequently diagnosed by biopsy, the current standard of care. The death rate due to breast cancer could be reduced by as much as 25% with more frequent mammograms, but this would still result in about 30,000 deaths annually. Breast Cancer: Diagnosis The most common diagnostic tests for breast cancer include mammograms, ultrasound, MRI, and a variety of surgical biopsy techniques. In addition to serving as a screening tool, the mammogram is also a useful diagnostic tool. Within the first 3 years of the disease, only one- Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 21 of 113 Cohen Independent Research Group third of breast cancers are correctly diagnosed by mammography. Detection rates improve dramatically once the patient has had the breast cancer for at least 6 years. The average equipment cost for mammography ranges from $75,000 to $225,000; the average cost of a single mammogram procedure is $120 to $160. In an ultrasound, an image of the soft tissues in the body is created using high frequency waves. The average equipment costs for ultrasound ranges from $60,000 to $200,000; the average cost of a single ultrasound procedure is $75 to $200. Magnetic resonance imaging (MRI) is a more sensitive diagnostic technique that allows earlier detection of breast cancer (Figure 2). This tool detects more than twice as many breast cancers than mammography and is 79.5% effective within the first 3 years of the disease. However, it has a much higher cost of $1,600 to $2,000 per procedure. Figure 2: MRI: Breast cancer diagnosis. Source: Cohen Research Library Files Left image shows a breast cancer lesion as it appears on a mammogram. On the right, the same lesion appears in an MRI. True diagnosis of cancer requires some form of biopsy to obtain cell samples for examination. Some surgical techniques include fine-needle aspiration, stereotactic needle biopsy, and core needle biopsy. Excisional biopsy involves the removal of the entire lump for examination. In the United States, more than 750,000 surgical biopsies are performed every year, but only onethird of these procedures actually remove malignant tumors; the remainder extracts benign breast tissue. The choice of a diagnostic test depends on a variety of factors and must also take into consideration the cost of the test and the potential discomfort to the patient. There is a critical unmet need for a sensitive, early detection test with a reasonable cost to bridge the gap left by mammography alone. Power3 has realized this potential and has been successful in developing blood serum-based tests to detect breast cancer. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 22 of 113 Cohen Independent Research Group Breast Cancer: Power3 Filling the Gap for Early Detection The limitations or absence of current diagnostic tests highlight the need for a test that can detect the presence of breast cancer much earlier. At the initial validation stage, Power3 Medical’s breast cancer blood serum test has been shown to have the capability to detect breast cancer earlier than the current standard of care. This simple test has the potential to serve as an early detection tool to identify breast cancer long before it becomes detectable by conventional screening methods, greatly improving an individual’s chance for survival. Power3’s early detection breast cancer screening test, utilizing 12 blood serum based biomarkers, is able to do so. Preliminary testing results demonstrated that the diagnostic tool is able to correctly identify at an exceptional rate and classify individuals who are cancer-free, have benign disease, have earlystage cancer, or have late-stage cancer. Power3 Medical’s blood serum test can accurately differentiate normal, benign, and breast cancer, considerably earlier than the current standard of care. The test involves taking a routine blood sample and evaluating the proteins in the blood serum by the company’s proprietary two-dimensional gel electrophoresis platform. This provides a digital image that can be quantitatively analyzed. The test separates the proteins into a distinctive spot pattern, where 12 of these proteins distinguish patients with breast cancer from those who have benign disease and those who are normal (Figure 10). Discriminate, multivariate biostatistics of the group of 12 biomarkers provides a sophisticated analysis that provides sufficient sensitivity and specificity of the test for diagnostic purposes. In a preliminary training set of 98 samples, more than 90% of samples were correctly classified, including 100% of normal samples, 84% of benign samples, and 97% of breast cancer samples. Patients who test positive can be recommended for further MRI testing or biopsy for conclusive diagnosis. This diagnostic tool is currently being clinically validated. The Power3 diagnostic test gives an opportunity to capture a significant portion of the early detection screening market estimated to be valued at more than $7 billion worldwide. This opportunity is particularly significant as the Company‘s test is the first such product to enter the market. This technology would then enable detection of breast cancer earlier than is allowed by current technology and prove life-saving for thousands of women around the world. NEURODEGENERATIVE DISEASES The neurodegenerative diseases are a group of Central Nervous System disorders characterized by a progressive loss of nervous tissue in specific regions. The human nervous system is a complex, highly organized network that allows the body to continuously react to changes in the external environment, as well as to changes occurring within the body4. Neurons do not have the ability to regenerate. The specific signs and symptoms depend on the area of the nervous system that is involved. Some disorders 4 For a discussion of the divisions of the nervous system, the structure of neurons, the spinal cord and the brain, please refer to Appendix IV. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 23 of 113 Cohen Independent Research Group affect movement (e.g. Parkinson’s disease, amyotrophic lateral sclerosis, multiple sclerosis), while others affect cognition (e.g. Alzheimer’s, Creutzfeldt-Jakob disease). These diseases tend to have a negative impact on an individual’s ability to care for themselves and to continue to live normally. As the disease progresses, individuals become less independent, eventually requiring substantial support and care. Early detection and diagnosis of these neurodegenerative diseases may allow the opportunity to slow the progression of the disease and to better manage the symptoms. Most of these conditions are only diagnosed once irreversible neural damage has occurred and symptoms start to appear. Even then, diagnosis is often inaccurate due to an overlap in the signs and symptoms of the various neurodegenerative diseases. There is an urgent need for tests that can accurately detect and differentiate these conditions long before symptoms begin appearing. Such tests also would be useful in monitoring the progression of a disease and in evaluating an individual’s response to various treatment regimens. Currently, the diagnosis of neurodegenerative diseases is often difficult as it is typically based on symptoms rather than a diagnostic test. Because some symptoms may overlap for some of the neurodegenerative diseases (ND), major ND-like disorders are often confused with one another. Power3 is working to fill this critical need with its diagnostic test, NuroProTM. Using the science of proteomics, Power3 has identified a combination of 47 specific biomarkers for three neurodegenerative diseases: Alzheimer’s disease, Parkinson’s disease, and amyotrophic lateral sclerosis (ALS, Lou Gehrig’s disease). This simple blood serum test is able to distinguish with more than 90% sensitivity from patients having any of these diseases and between patients with other neurological disorders. NuroProTM provides an early detection test for these debilitating neurodegenerative diseases. Table 4: Neurodegenerative Disease Cost Estimates for U.S. Market Neurodegenerative Total Number Diseases of Patients Average Survival Average Annual Annual from Disease Cost/Patient Market Costs Onset U.S. Market Product Year 2003 Alzheimer’s 5,000,000 20 yrs $ 47,500-70,000 $82 billion $2.6 billion Parkinson’s 1,500,000 10 yrs $ 24,000 $26 billion $1.7 billion ALS 30,000 3-5 yrs $ 200,000 $ 6 billion $100 million Source: Power3 Investor Presentation Neurodegenerative Diseases: Alzheimer's Alzheimer’s disease is an incapacitating neurodegenerative disorder involving the progressive loss of cognitive abilities (e.g. memory, learning, judgment, and communication), leading to dementia and death. Approximately 4.5 million individuals in the United States have Alzheimer’s disease and this number is expected to grow to an estimated 14 million by 2050. Growth projections are based in part on the increasing size of the elderly Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 24 of 113 Cohen Independent Research Group population and improved health care standards lengthening life expectancy. Currently, there is no known cure for Alzheimer’s disease. Medications now in use focus on slowing the progression of the disease and managing the symptoms. The NuroProTM test will provide a method to confirm a diagnosis, allowing for timely intervention of treatments and, slowing the progress of the disease. The classic microscopic features of Alzheimer’s disease are the accumulation of amyloid plaques and neurofibrillary tangles in the brain (Figure 3). These two structures occur as part of the normal aging process and have been found in the brains of individuals without cognitive impairment. However, in Alzheimer’s disease, these structures are much more prevalent and cause clumping of neurons and disruption of electrical signaling and nutrient transport. Figure 3: Light microscopy slides of human brain using Bielschowsky silver stain (A) (B) Source: Cohen Research Library Files Normal axons are stained black. (a) Amyloid plaque which contains dark black, swollen, distorted axons or dendrites. (b) Neurofibrillary tangle. No specific test exists to confirm the diagnosis of Alzheimer’s disease. The diagnosis of early stage Alzheimer’s disease is also extremely difficult using traditional methods. Diagnosis is based on clinical and neurological examination, laboratory tests, and the elimination of other possible conditions. However, diagnosis can only be confirmed by microscopic examination of brain tissue obtained at autopsy. In addition to clinical examination, diagnostic imaging (e.g. CT, MRI) can be performed to exclude the possibility of other diseases (e.g. stroke, tumors, depression). Unfortunately, these procedures are expensive and relatively ineffective for an early detection or conclusive diagnosis of Alzheimer’s. At best, they are only 75-80% accurate. Metabolic screening can eliminate the possibility of other known causes of dementia (e.g. thyroid dysfunction, electrolyte imbalances, vitamin B12 deficiency) but cannot provide a conclusive diagnosis. Some biochemical diagnostic tests can identify certain protein biomarkers in the cerebrospinal fluid via a spinal tap; however these tests are expensive, are not very sensitive, and the procedure is invasive and very painful. The entire process of diagnosing Alzheimer’s using traditional methods can take a very long time (up to 3 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 25 of 113 Cohen Independent Research Group years); when at that point, significant irreversible brain damage has already occurred. Power3 has developed a test for the differential diagnosis of neurodegenerative diseases including Alzheimer’s disease utilizing blood serum (Figure 4). With this test, involving monitoring the concentration of select groups of protein biomarkers, the Company demonstrated unique markers whose profiles appear to distinguish patients from those with other neurological disorders. This simple blood serum biomarker test is capable of detecting up to 20 times as many proteins as the current competing technologies and exhibits reproducible and reliable identification, with greater than 90% accuracy for Alzheimer’s disease. We believe this discovery to be a major breakthrough in the history of treating Alzheimer’s disease and expect Power3 to have first mover advantage and benefit immensely from the increasing prevalence of the disease. Figure 4: Diagnostic Technologies for Alzheimer’s disease Power3 Diagnostic Technology Early Detection Current Diagnostic Technology Autopsy Irreversible Damage Source: Company Presentation Neurodegenerative Diseases: Parkinson's Parkinson’s disease is a progressive, degenerative disorder of the central nervous system. It involves the gradual degeneration of the brain centers that control movement. The cardinal manifestations of Parkinson’s disease are tremor, rigidity, and bradykinesia (slowness of movement). According to the American Parkinson’s Disease Association, over 1.5 million people in the United States suffer from this disease, with an additional 60,000 new cases diagnosed each year. Parkinson’s is the fourth most common neurodegenerative disorder of the elderly; it is more prevalent in people over 60 years of age, and the incidence and prevalence of this disease is expected to increase as the average age of the population increases. Approximately $2.3 billion is spent annually worldwide on drug therapy to treat Parkinson’s disease. However, the cause of Parkinson’s disease is not yet known. Parkinson’s disease involves the loss of neurons that extend from the substantia nigra of the brain stem to the putamen and caudate nucleus of the basal ganglia (Figure 5). This degeneration of neurons creates a shortage of an important brain signaling chemical or neurotransmitter, known as dopamine, rendering patients unable to initiate movements in a normal manner. Parkinson’s disease is characterized by a Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 26 of 113 Cohen Independent Research Group number of symptoms including tremors, limb stiffness, slowness of movements, and difficulties with posture and balance. By the time symptoms are diagnosed as Parkinson’s disease, 50-80% of the dopamine producing cells are damaged or destroyed. The severity of Parkinson’s disease symptoms tends to worsen over time. Treatment of Parkinson’s disease varies with each individual and usually involves some combination of nonpharmacologic, pharmacologic, and/or surgical interventions. Most pharmacological treatments are designed to either increase dopamine levels or decrease acetylcholine levels. However, many of the drugs have wide-ranging side effects and, since they do not stop or slow the progression of the disease, their potency decreases over time. Currently, there is no specific diagnostic test for Parkinson’s disease. Diagnosis is based on clinical and neurological examination and the elimination of other possible causes and can only be confirmed by autopsy. Parkinson’s disease may sometimes be difficult to distinguish from the normal symptoms exhibited by an elderly person such as reduced spontaneity of movement, short-stepped gait, and mild depression or dementia. Because the symptoms of Parkinson’s disease do not occur until almost 80% of the substantia nigra neurons are damaged, there is a pressing need for a test that can detect the disease in its early stages. Early detection could open the door to more treatment options and possibly slow the progression of the disease. Figure 5: Parkinson’s disease in the substantia nigra of the brain Source: Cohen Research Library Files The NuroProTM blood serum test developed by Power3 will offer new hope to Parkinson’s patients, as it has the ability to detect with more than 86% accuracy. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 27 of 113 Cohen Independent Research Group Neurodegenerative Diseases: Amyotrophic Lateral Sclerosis (ALS) Amyotrophic lateral sclerosis (ALS), also known as Lou Gehrig’s disease, is a devastating progressive neurodegenerative disorder that is ultimately fatal. It causes weakness and muscle atrophy initially in the hands, forearms, and legs, then spreading to involve most of the body. Approximately 30,000 individuals in the United States have ALS, and about 5,000 new cases are diagnosed each year. Currently there is no cure for ALS. The only FDA approved treatment for ALS is the antiglutamate drug named Riluzole. It acts to decrease glutamate accumulation, thereby reducing motor neuron damage. An accurate diagnostic test is critical, as an incorrect diagnosis of ALS is devastating to the patient. In ALS, the neurotransmitter glutamate is overproduced and builds up at the synaptic clefts of neurons causing the nerves to malfunction and die (Figure 6). The disease seems to initially affect the distal parts of the nervous system, particularly the nerves that supply the hands and arms, but then rapidly progresses proximally to affect the nerves supplying the whole body and the head. As with Alzheimer’s and Parkinson’s disease, there currently is no specific diagnostic test for ALS. Diagnosis is based primarily on clinical and neurological examination, and can only be confirmed by autopsy. The progressive worsening of symptoms such as muscle weakness, atrophy of muscles, and spasticity are strong indicators. Because of the severity of the prognosis of this disease, it is important to rule out any other possible causes such as peripheral nerve damage, muscle disease, infectious disease, and other neurological disorders. Early detection of ALS and easy differentiation of this disease from other conditions would allow an individual to better manage the course of their disease and possibly extend their survival time. It would also reduce the chance of an incorrect diagnosis of this fatal disease. Figure 6: Amyotrophic lateral sclerosis (ALS): Degeneration of Motor Neurons Source: Cohen Research Library Files Note: Degeneration of motor neurons in the spinal cord and brainstem results in degeneration of pyramidal tracts and severe atrophy of anterior spinal roots, which is demonstrated here. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 28 of 113 Cohen Independent Research Group The NuroProTM test monitors the concentration of a select group of unique protein biomarkers in blood serum. This simple, highly sensitive and specific diagnostic tool has been shown to successfully identify ALS patients with greater than 88% accuracy. In fact, training and independent validation tests of NuroProTM with 664 patient and normal control samples have demonstrated a differential diagnosis of ALS, Alzheimer’s, and Parkinson’s diseases with a sensitivity and specificity of 80-90%. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 29 of 113 Cohen Independent Research Group DRUG RESISTANCE IN LEUKEMIA Leukemia is a cancer of the blood-forming elements found in the bone marrow. Chronic leukemia is characterized by gradual onset and slow progression of disease. Chronic myelogenous leukemia (CML) involves the malignant transformation of stem cells found in the bone marrow, resulting in the overproduction of granulocytes, a type of white blood cell. The American Cancer Society estimates that there will be 4,600 new cases of, and 850 deaths from, CML in the United States in 2006. CML accounts for 15% of all adult leukemia and predominantly affects individuals between the ages of 30 to 50. include increasing age, being male, the presence of the Philadelphia (Ph) chromosome, and exposure to high levels of radiation. To date there are no available screening tests for early detection of CML. Because CML in its early stages has little or no symptoms, it is usually discovered during routine blood tests. The treatment of CML depends on a variety of factors such as the stage of the disease, the size of the spleen, the patient’s overall health status, and the patient’s age. Some potential treatment options include targeted therapy, bone marrow transplant, donor lymphocyte infusion, biological therapy, surgery, chemotherapy, and radiation therapy. There is no single known cause of CML. Risk factors known to be associated with CML Drug Resistance Often the human body develops the ability to tolerate certain drugs that were once effective in treating disease. This loss of effectiveness greatly impacts the ability to treat a disease and impacts the clinical outcome of the patient’s treatment and recovery. Drug resistance is of particular concern for the use of chemotherapy in treating cancer and particularly for CML. Usually by the time resistance to chemotherapy is detected, the treatment regime has progressed too far to change or save the patient. The ability to predetermine if an individual will be resistant to certain chemotherapeutic agents would influence the chosen treatment regime, increase the effectiveness of the treatment, and increase a patient’s chances for survival. One particular form of drug resistance that commonly develops is a resistance to imatinib mesylate (Gleevec ®). Most patients who succumb to CML do so because they have developed resistance to chemotherapy. There is a critical need to identify patients prior to treatment who are resistant or are likely to become resistant to a particular cancer therapy. There is also a need to identify drug targets for the development of new chemotherapeutic drugs. Power3 Product Application In collaboration with a major leader in cancer research, the Company completed an initial “proof of concept” which addressed drug resistance to imatinib mesylate, a major chemotherapy agent. Bone marrow samples of patients diagnosed with CML were evaluated by two-dimensional gel electrophoresis and high sensitivity fluorescent staining, pre and post treatment with imatinib mesylate (Figure 11). Digital images were quantitatively analyzed, and a group of 19 biomarkers that were differentially expressed in responders and non- Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 30 of 113 Cohen Independent Research Group responders were identified. These bone marrow biomarkers have the potential for predicting patient responsiveness and resistance to this chemotherapeutic agent. Developing the Power3 technology to screen patients on a molecular level will increase the success rates of chemotherapy agents, eliminate futile treatments earlier in clinical trials, and permit the design of new drugs to overcome resistance, ultimately saving millions of lives. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 31 of 113 Cohen Independent Research Group Competitive Landscape The application of biomarkers in diagnostics and drug discovery drive the discovery and validation of biomarkers. Since biomarkers can serve as an effective solution to reduce costs and increase productivity in the pharmaceutical industry, numerous companies, in collaboration with academia, directed their focus on biomarker development. The biomarker market was estimated to be valued at $5.4 billion in 2005, accounting for more than 10% of total pharmaceutical R&D spending. This growing market is projected to reach $13.3 billion in 2010 and advance to $21.2 billion in 2012. The discovery of biomarkers is carried out with the help of genomics, proteomics and metabonomics technologies. In the field of diagnostics, biomarkers are used currently in the early detection, differential diagnosis, and for theranostic monitoring. The significant benefits of biomarkers and the tremendous market potential and opportunity made the protein biomarker industry very competitive. Significant interest in the three novel ‘omics technologies has led to the burgeoning of companies using their own research platform for biomarker discovery. The industry participants have been specializing either in one technology or in a combination of technologies for biomarker discovery. However, the competition within genomics and proteomics increased considerably during the last few years as a significant number of genomics and proteomics companies offer drug discovery and diagnostic services to the pharmaceutical industry. Given that the proteomics industry is at a very early stage of evolution, the competitive scenario has not emerged very clearly. However, we have attempted to make a comparative study of the industry participants (see Table below). Table 5: Comparative Study of Proteomics Companies Company Name Activity Celera Genomics (Applera Corporation) Engaged in proteomics, bioinformatics and genomics to identify and develop drug targets and biomarkers Develops, manufactures and markets ProteinChip technology for clinical and drug development research PhosphoScan (a proteomics technology that enables the discovery of drug target phospho-profiles) to identify phosphorylation profiles and prospective biomarkers of kinase targeted lead compounds. Discovery and development of in vitro diagnostic tests for early detection of breast cancer. Identifying novel markers for diagnosis of breast cancer. Developer of proteomics-based diagnostic products for the early detection of various types of cancer. Engaged in the development and marketing of therapeutic and molecular diagnostic products. It products are mainly targeted at Alzheimer's Disease and Cancer. Application of proteomics for diagnostic purposes, identification of novel drug targets and development of predictive drug toxicology profiling methods. Manufacturer of mass spectrometers. Applies proteomics in protein biomarker research. Conducted spinal fluid based protein study on Neurodegenerative diseases (Cerebral Spinal Fluid - CSF). Ciphergen Biosystems Cell Signaling Technology Inc. Europroteome Matritech Myriad Genetics WITA Proteomics Applied Biosystems (in JV with MDS Sciex) Ticker Symbol CRA CIPH (Nasdaq CM) US-Based Co. Based in Germany MZT MYGN Based in Germany Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 32 of 113 Cohen Independent Research Group Power3’s key competitors for proteomics-based biomarkers are Ciphergen Biosystems and Cell Signaling Technologies. Ciphergen, holding 21 patents for its biomarkers, and is leveraging its strong IP position to form strategic alliances with pharmaceutical companies and academic institutions. The key factors that would determine the success of a company engaged in biomarker discovery and development would be their intellectual property rights. Sensing the opportunity, Power3 has created a strong intellectual property portfolio. This will position Power3 to capture a significant share of the protein-based biomarker diagnostic market. The Company has one issued patent and 17 provisional and utility patents pending. Power3’s IP portfolio presents a sizeable revenue opportunity. Chart 3: Number of Patents Filed by Major Biomarker Companies No. of Patents filed by various Biomarker Companies 25 20 15 10 Power3 Aclara UCB Entelos Cell Signaling Technologies TriPath Imaging Inc Compugen SurroMed PPD Ciphergen 0 VirtualScopics 5 Source: Esp@cenet, US Patent and Trademark Office; Published in: Commercial Opportunities from Biomarkers © Business Insights Limited, 2006 Strategic Partnerships Power3 Medical Products, Inc. conducts innovative discovery programs and product development activities that are addressing large patient markets with critical unmet needs especially in the area of early disease detection and treatment. Power3 has been focusing on breast cancer, neurodegenerative diseases, drug resistance and is working with leading diagnostic and pharmaceutical companies, world renowned institutions and collaborators, who are recognized opinion leaders in their chosen fields, to find solutions for early and more accurate detection and treatment of these conditions. The high initial investment in the biomarker discovery and validation process led to the emergence of strategic partnerships with pharmaceutical and diagnostic companies as well as with research and educational institutions by the companies engaged in biomarker discovery. Assessing this need to collaborate with various prestigious institutions, Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 33 of 113 Cohen Independent Research Group Power3 entered into numerous research and licensing agreements with renowned medical colleges, research institutes, pharmaceutical companies and leading specialists. These strategic partnerships are expected to not only help the Company in aiding research and introducing their products into the market, but also in gaining tremendous support and acceptance within the medical fraternity. To date, Power3 Medical Products, Inc. has entered into numerous Research Agreements, Collaborative Agreements and Licensing Agreements. Furthermore, the Company expects to enter into additional agreements during the fourth quarter of 2006 and the first and second quarter of 2007. Outlined below is a summation of some of the Company’s existing strategic partnerships. Effective June 28, 2004, Power3 entered into an exclusive license agreement with the Baylor College of Medicine which grants to the Company an exclusive, worldwide, sublicensable license for serum proteomics methods under certain patent rights for all biomarkers for both diagnostic and therapeutic use in neurodegenerative disease. Under the terms of the agreement, Power3 paid Baylor an initial license fee and it has the obligation to pay future royalties and additional licensing fees upon the achievement of certain milestones. The Company is obligated under the license agreement to indemnify Baylor, its faculty members, scientists, researchers, employees, officers, trustees and agents against claims arising from the design, process, manufacture or use of any of the patent rights or licensed products that are developed through the use of the license from Baylor. Subject to customary termination provisions, the term of the agreement is established on a country-by-country basis and expires on the date of expiration of the last patent rights to expire in that country or the tenth anniversary of the first commercial sale of licensed products in countries where no patents exist in such country. After such expiration the Company will have a perpetual paid in full license in such country. On August 1, 2004, Power3 entered into an exclusive license agreement with M.D. Anderson which grants the Company an exclusive, worldwide, sublicensable license to patents and technologies for early detection screening tests, identified protein biomarkers and drug targets for cancer patient’s resistance to drug therapy. The licensed technology was developed through joint collaboration between the Company’s scientific team and M.D. Anderson. Under the terms of the agreement, the Company paid M.D. Anderson an initial license fee and the Company has the obligation to pay further royalties and additional licensing fees upon the achievement of certain milestones. The license agreement imposes upon the Company an obligation to indemnify the Board of Regents, The University of Texas System, M.D. Anderson, the regents, officers, employees, students, and agents against claims arising on account of any injury or death or damage to property caused by the exercise of the rights granted under the license agreement to the Company, its officers and affiliates. The term of the license agreement is based on the date of expiration of the last patent rights to expire or, in the case of licensed technology rights, for a term of fifteen (15) years. However, in addition to customary termination provisions, M.D. Anderson has the right to terminate the license in any country if the Company fails, within ninety (90) days after receiving written notification from M.D. Anderson, to provide satisfactory evidence that it has commercialized or is attempting to commercialize the licensed invention in such country. On August 31, 2004 the Company entered into a research agreement with Baylor College of Medicine for the purpose of discovering biomarkers in serum and plasma that are of particular utility in the diagnosis and drug targeting for metabolic syndrome and associated disorders including diabetes, cardiovascular disease, hypertension and stroke. Under the terms of the agreement, Baylor College of Medicine will provide the Company sample materials for use in diagnosis in drug targeting metabolic syndrome and associated diseases including diabetes, cardiovascular disease, Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 34 of 113 Cohen Independent Research Group hypertension and stroke. With respect to any inventions developed pursuant to the agreement, the party who develops such invention will retain sole and exclusive rights to such invention. The other party will have the right to an exclusive license for the invention, which has been developed. Inventions developed jointly by the parties will be jointly owned. Power3 does not have any obligations for the payment of fees or royalties pursuant to this agreement. The agreement has a term ending June 30, 2007 and may be renewed for successive oneyear periods. On March 21, 2005, the Company entered into a collaborative research agreement with New Horizons Diagnostic for the development of antibody based diagnostic tests for neurodegenerative disease utilizing the Company’s identified biomarkers. The research agreement is based on groups of biomarkers whose profiles are relatively sensitive and specific in distinguishing patients with ALS, Alzheimer’s disease and Parkinson’s disease from each other, as well as from normal patients and patients with other neuromuscular and neurological disorders. The purpose of the agreement is to tailor monoclonal and polyclonal antibodies to the biomarkers, which will be incorporated into immunoassays. Once the assays are available, they will be developed to validate diagnostic tests specifically designed to detect and discriminate among the neurodegenerative diseases. The research agreement provides that the parties will develop an agreed upon schedule and budget for the work contemplated thereunder within sixty (60) days of the effective date. The agreement provides that in the event the parties are able to achieve specified goals relating to the development of a diagnostic kit as contemplated by the research agreement, New Horizons would be compensated in any one of the following manners with respect to such diagnostic kit: (i) a contract to manufacture at least one key component of such diagnostic kit; (ii) royalties on the sale of such diagnostic kit; (iii) the opportunity to form a joint venture with the Company for the commercialization of such diagnostic kit; or (iv) a reasonable percentage of any cash consideration that the Company receives from a third party for such diagnostic kit. Although the form and amounts of any consideration to be paid have not been agreed upon, the parties have agreed to be reasonable in negotiating such consideration. On May 24, 2005, the Company entered into a Collaboration Agreement with BioSite Incorporated . The Agreement provides that the Company and Biosite will engage in a collaborative research program in which Biosite will attempt to develop antibodies and diagnostic assays for selected target biomolecules proposed by the Company. The Company and Biosite will then assess the diagnostic and therapeutic potential of these antibodies and diagnostic assays for breast cancer and neurological diseases. If the antibodies and diagnostic assays are found to have diagnostic and/or therapeutic potential, Biosite will develop and commercialize Biosite Products for the detection and/or treatment of breast cancer and/or neurological diseases. Biosite will make milestone payments to the Company, as well as pay royalties on the sale of any Biosite Products containing antibodies to any selected target biomolecule claimed in a patent application or an issued patent. More specifically, the Agreement provides that the Company shall propose target biomolecules for the collaborative research program; Biosite and the Company shall mutually select certain target biomolecules for immunization ("Program Target"); and Biosite shall use commercially reasonable efforts to develop monoclonal and omniclonal antibodies to the selected target biomolecules that meet the specification set out by the parties ("Program Antibodies"). Upon Biosite's written request subsequent to the delivery of Program Antibodies to the Company, the Company will provide Biosite with blood-based clinical samples useful in the assessment of the Program Antibodies. Biosite will use commercially reasonable efforts to generate an ELISA-based assay for each Program Target for which Biosite has generated Program Antibodies. If Biosite successfully develops an ELISA-based assay for any such Program Target, Biosite shall analyze each of the clinical samples provided by Power3 with such assay and shall provide the resulting data to Power3. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 35 of 113 Cohen Independent Research Group Under the terms of the Agreement, Power3 grants to Biosite a worldwide, royalty-bearing license under the Power3 patent rights for the target biomolecules and Power3 know-how rights to develop, make, have made, use, offer for sale, sell and import Biosite Products for use in the detection, prognosis, diagnosis or monitoring of any breast cancer-related disease. This license is exclusive with the right to grant sublicenses for the assay of less than or equal to 100 patient samples per hour. This license is semi-exclusive, with the right for each party to grant one sublicense, for the assay of 100 or more patient samples per hour. Under the terms of the Agreement, Power3 grants to Biosite a non-exclusive, worldwide, royalty-bearing license under the Power3 patent rights for the target biomolecules and Power3 knowhow rights to develop, make, have made, use, offer for sale, sell and import Biosite Products for use in the detection, prognosis, diagnosis or monitoring of any neurological-related disease. This license includes the right for Biosite to grant one sublicense for each Program Target, provided that the grant of such sublicense will replace Biosite's own rights under the license. In consideration for the collection and transfer of samples, Biosite shall pay specified fees to Power3 based on a minimum number of samples delivered to Biosite and per unit fees for samples delivered in excess of the minimum. Biosite shall pay the Company milestone payments based on certain specified events as follows: • upon the earlier of (a) the First Commercial Sale by Biosite of a Biosite Product, or the effective date of the first written agreement between Biosite and a Third Party sublicensee for a sublicense, • upon demonstration, as determined in Biosite's sole and reasonable discretion, that a panel of antibodies (including one or more antibodies to a Program Target) is suitable for development of a commercial product, • upon the first submission by Biosite of the first 510(k) (premarket notification) or PMA (pre-market approval application) to the FDA for the first Biosite Product; and • upon the first FDA approval of the first 510k or PMA submitted by Biosite for the first Biosite Product. Commencing at the end of the first full calendar year following the date of First Commercial Sale for the first Biosite product, and at the end of each subsequent calendar year during the term of this Agreement, Biosite shall pay the Company specified annual minimum royalties. During the applicable Royalty Term for a Biosite Product, on a country-by-country basis, Biosite shall pay the Company royalties, with respect to each Biosite Product equal to a specified percentage of Net Sales of each Biosite product in that country. In addition to the specified royalty payments, to the extent that Biosite reaches certain specified sales targets, then Biosite shall be obligated to make additional payment to the Company. The Agreement expires upon the expiration of the last to expire applicable Power3 patent right. The agreement may be terminated for cause, by either party or upon written notice by either party following the twenty four month anniversary date of the Agreement, or by Biosite if it is unable to develop and deliver Program antibodies to the to the Program Targets. On October 13, 2005, Power3 executed a Research Agreement with Pfizer, Inc. to further evaluate the Company’s NuroPro™ test capabilities and to test blind and unblinded samples, provided by Pfizer, under controlled conditions. The Company has completed the analysis of the results and has presented them to Pfizer. On May 16, 2006, Power3 entered into a Materials Transfer and Confidential Disclosure Agreement with Innogenetics N.V., a Belgiumbased international biopharmaceutical company. The current proposal is an assessment of the utility of the Company’s NuroPro™ to differentiate control subjects from subjects with Alzheimer’s disease. The assessment will begin in the fourth quarter 2006 as patient samples are expected to be received for analysis in November 2006. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 36 of 113 Cohen Independent Research Group Figure 7: Power3’s Strategic Partnerships, Research Advisors & Collaborators License and / or Research Agreements with Diagnostic Companies Because Power3’s revenue model is based on the licensing of its proprietary technology, the Company is actively seeking strategic alliances with diagnostic companies. The milestone payments and royalty fees from these alliances will give Power3 the required capital to fund their continued research and capitalize on the developed technology. Power3 entered into a licensing agreement with Biosite Inc. for the breast cancer test. Under the license agreement Biosite will make milestone and royalty payments to Power3 on the sale of all products containing antibodies to target biomolecules claimed in the issued patent. Power3 transferred the first five proteins to Biosite for development of antibodies and diagnostic assays. Biosite began the development of anti-bodies in the first quarter of 2006. Power3 received its second payment from Biosite in the third quarter of 2006. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 37 of 113 Cohen Independent Research Group The Company also has a collaborative research agreement with New Horizons Diagnostic. The objective of the agreement is to develop antibody based diagnostic tests for neurodegenerative diseases utilizing the Company’s identified biomarkers. The purpose of the agreement is to tailor monoclonal and polyclonal antibodies to the biomarkers, which will be incorporated into immunoassays. Once the assays are available, they will be developed to validate diagnostic tests specifically designed to detect and discriminate among the neurodegenerative diseases. Research Agreements with Pharmaceutical Companies The ability of biomarkers to aid in drug targeting and reducing time and cost of introduction of drugs in the market led to formation of partnerships between biomarker discovery companies and pharmaceutical companies. Power3 realized the potential of agreements with large pharmaceutical companies and continues to focus on building strategic relationships. The Company entered into a few agreements with large companies and expects to leverage these partnerships for mutual gain. agreement with Pfizer in which blind and unblinded samples provided by Pfizer would be tested under controlled conditions. Power3 completed the analysis of the results and presented them to Pfizer. Recently, the Company entered into a Materials Transfer and Confidential Disclosure Agreement with Innogenetics N.V., a Belgiumbased international biopharmaceutical company. The objective of the agreement is to assess the utility of NuroPro™ in differentiating control subjects from Alzheimer’s disease patients. In order to substantiate the NuroPro test’s capabilities, Power3 entered into a research Alliances with Academic and Research Institutions The Company has an exclusive license agreement with the Baylor College of Medicine. This agreement grants the Company an exclusive, worldwide, sub-licensable license for serum proteomics methods under certain patent rights for all biomarkers for both diagnostic and therapeutic use in neurodegenerative disease. The Company also has a research agreement with Baylor College, focused on the discovery of biomarkers in serum and plasma. Under the terms of the agreement, Baylor College provides Power3 sample materials for use in diagnosis and drug targeting for metabolic syndrome and associated disorders. The Company has an agreement with The Methodist Hospital Neurological Research Institute, Houston, Texas. This agreement enables the Company to continue research work for biomarkers and the development of the NuroPro suite of tests. The Company has an exclusive license agreement with M.D. Anderson. This agreement grants the Company an exclusive, worldwide, sub-licensable license to patents and technologies for early detection screening tests, identified protein biomarkers and drug targets for cancer patient’s resistance to drug therapy. The Company’s scientific team and M.D. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 38 of 113 Cohen Independent Research Group Anderson have jointly developed the licensed technology. Hollingsworth, director of a leading breast cancer MRI screening clinic. Power3 has additional collaborations with leading diagnostic neurologist Dr. Stanley Appel, Methodist’s Chair of Neurology and leading biostatistician Dr. Lemuel Moye. The Company also collaborated with a leading breast cancer surgical oncologist Dr. Alan These collaborations are providing advice, guidance and expertise in the evaluation, validation, early detection and commercialization of the Company’s diagnostic tests for neurodegenerative diseases and breast cancer. LIQUIDITY & CAPITALIZATION Power3 assess liquidity based on its ability to raise capital to continue its operations in the development stage and later, during the commercialization phase, generate sufficient cash to fund its operations. After the Advanced BioChem transaction, the Company raised funds through the sale of common stock, issuance of convertible debentures, and issuance of notes payable. The Company’s liquidity needs are for the availability of working capital, development, and other corporate requirements. As of the end of June 2006, Power3’s major source of liquidity was a cash balance of $152,914. Apart from financing activities, the Company’s source of funds before the commencement of its operations would be research grants and milestone payments from strategic alliances. Common Stock As of June 30, 2006, the Company has 70.4 million outstanding common shares. In the future, the Company is likely to raise capital through the sale of common stock. Additionally, the conversion of warrants and convertible debentures is expected to dilute the Company’s common stock. Convertible Debentures Under a Securities Purchase agreement, the Company issued convertible debentures worth $1 million in October 2004. Subsequently in January 2005, a second tranche of $400,000 was issued and sold to a sub-group of the original investors. These debentures are non-interest bearing instruments and are convertible into the common stock of the Company. According to the agreement, the original investors were to purchase an additional $1.6 million worth of debentures. However, as the Company, is in default in relation to the previously issued debentures, the likelihood for the additional purchase of the debentures is uncertain. Debt The Company raised debt primarily in the form of Notes payable and advances from related parties. After the Advanced BioChem transaction, the Company raised approximately $3.2 million in debt through the end of the second quarter of 2006. As of June 30, 2006, the Notes payable accounted for $1.3 million. In November and December 2005, the Company received bridge loans in the form of secured Notes payable aggregating $300,000. The interest on these notes payable is 11% to Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 39 of 113 Cohen Independent Research Group maturity and 24% thereafter until the loan is fully repaid. More recently in March and June 2006, the Company raised $666,000 in debt through promissory notes. FORECAST Our financial forecasts for Power3 Medical are based on the impending commercialization of the Company’s path-breaking and innovative concepts. Being a development stage company, Power3 does not have a substantial operating history. As such, the basis of our assumptions lies in the significant progress the Company made in transitioning itself from a developmentstage company to forging alliances for the introduction of its products into the market. The Company’s protein-based technology and biomarkers have proven to be effective in the early detection and treatment of Breast Cancer, Neurodegenerative Disease, and the identification of Drug Resistance. For the purpose of forecasting Power3’s revenues, we concentrated primarily on breast cancer, neurodegenerative diseases, and drug resistance markets, all we believe will make a maximum contribution to the Company’s top line. Protein biomarker-based diagnostics is an emerging field and the dynamics are fast changing. Power3’s strategy to focus solely on the licensing business model is expected to benefit the Company by capitalizing on its research without experiencing the difficulties of marketing and distributing its products. The Company applied for numerous patents for their various processes and products. After patent protection, the Company would be able to license its technology to large pharmaceutical and diagnostic companies and obtain the financial rewards of its research. Revenue Forecast The Company’s main stream of revenues is expected to accrue from milestone payments and royalty revenue from licensee companies. In addition to revenues generated from the domestic market, Power3 is also projected to tap international markets and earn revenues from its international operations. Bearing in mind that the Company is planning to operate through a licensing model, we attempted to forecast the Company’s revenues by estimating milestone payments and royalty revenues for its different product segments. The catalyst in Power3’s growth and success therefore, is the number of licensing agreements that it enters into over the next three years. Milestone Payments Forecast Milestone payments are a form of periodic payments by means of the licensee company making controlled payments to the licensor company upon the latter achieving stipulated progress under the license agreement. Our estimate of Power3’s license agreements is split Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 40 of 113 Cohen Independent Research Group agreements are expected to net the Company $12 million in milestone payments over the next six years. In the Alzheimer’s disease segment, we assume that Power3 will sign three agreements by 2008. Milestone payments valued at $9 million would be received through these agreements. For Parkinson’s disease, we expect Power3 to sign three agreements in the next three years. These agreements would provide milestone payments of $9 million by 2011. In the ALS segment, the Company is projected to sign two agreements by 2008, generating milestone payments of $6 million. Finally in the drug resistance segment, we expect the Company to sign two agreements. The milestone payments in this segment, aggregating to $6 million, would be spread across the next six years with the final payment being received in 2011. for the various target markets that the Company intends to enter in the next few years. The Company’s agreement with Biosite provides for milestone payments of approximately $3 million. The milestone payments for subsequent licensing agreements could range from $2 million to $10 million. However, in line with our conservative approach, we forecasted that the new agreements signed by Power3 in the future would result in milestone payments of $3 million for each agreement. Moreover, milestone payments would be staggered over a period of approximately three years and received by the Company in a ratio of 0.5:1:1.5. For the breast cancer tests, we expect the Company to sign at least four license agreements by the end of 2010. These Table 6: Power3’s Base Case Milestone Payments Forecast Milestone Payments in $ million 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2 0.7 2 2.5 2 2.8 3 0.35 4 1.6 4 2.65 4 1.4 0 0 2 0.7 2 2.5 3 3.15 3 1.25 3 1.4 3 0 0 0 2 0.7 2 2.5 3 3.15 3 1.25 3 1.4 3 0 0 0 0 0 0 0 1 0.35 2 1.6 2 2.65 2 1.4 0 0 0.7 0 0 3.9 1 0.35 8.15 2 1.6 8.6 2 2.65 8.35 2 1.4 9.5 2 0 2.8 Breast Cancer Tests No. of Agreements Milestone Payments Alzheimer's Tests No. of Agreements Milestone Payments Parkinson's Tests No. of Agreements Milestone Payments ALS Tests No. of Agreements Milestone Payments Drug Resistance Tests No. of Agreements Milestone Payments Total Milestone Payments Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 41 of 113 Cohen Independent Research Group Royalty Revenues Royalty revenues are the recurring stream of payments that the Company would receive based on the sales of the licensee companies. The key components affecting royalty revenues are the royalty fee percentage in the agreement and the market share captured by the licensee company. For estimating the market share in each target segment, we take into account various factors such as size of the market, the growth, and the number of agreements. Our royalty fee forecast is guided by Power3’s licensing agreement with Biosite, which provides for a 7% royalty on sales by Biosite. Breast Cancer In order to forecast demand for the breast cancer segment, we considered the number of mammograms conducted in the US annually to estimate the potential market size. The number of mammograms being done currently in the country is 44 million and we have assumed a negative growth rate of 2% for each year from 2006 onwards. From the 44 million mammograms, we assumed a 2.4% market share for Biosite in the first year of introduction. Furthermore, we assumed that Power3 would sign at least four license agreements by the end of 2010. As the test will gain escalating acceptance in the market, market share for each new agreement would increase, adding to the market share captured by the existing agreements of Power3. At $200 per test, and with 7% in royalty payments, Power3 would be able to generate revenues of approximately $13 million by 2009. Royalty income from breast cancer tests would increase with the number of license agreements and also with the market penetration of each licensee company. Going forward, in 2015, royalty revenues for the breast cancer segment are expected to reach $18 million. Table 7: Breast Cancer Tests Royalty Revenues Forecast - Base Case Figures in $'millions unless specified Size of market (No. of tests in million) growth % Total Market Share % Total Target market (no. of tests in million) Price per Test in $ Royalty @ 7% Total Royalty Income 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 44.0 2.00% 43.1 -2% 2.00% 42.3 -2% 2.00% 41.4 -2% 2.40% 40.6 -2% 2.20% 39.8 -2% 3.30% 39.0 -2% 3.15% 38.2 -2% 4.20% 37.4 -2% 4.20% 36.7 -2% 4.20% 0.9 0.9 0.8 1.0 0.9 1.3 1.2 1.6 1.6 1.5 200 12.3 0.0 196 11.8 0.0 192 11.4 0.0 188 13.1 13.1 184 11.5 11.5 181 16.6 16.6 177 15.2 15.2 174 19.5 19.5 170 18.7 18.7 167 18.0 18.0 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 42 of 113 Cohen Independent Research Group Alzheimer’s Disease In the Alzheimer’s disease segment, our royalty revenue forecast begins from the beginning of 2009. For estimating the market size of Alzheimer’s disease, we have taken the percentage of incidence approach. Since there is an absence of a formal diagnostic product currently, Power3’s NuroProTM, post receipt of patents, is expected to capture significant market share in the evolving market. The increasing proportion of aging population in the United States would further augment the demand for the product. To estimate the size of the market, we took two categories of the total United States population; people between the ages of 45 to 64 years and people above the age of 65 years. By assigning a probability to each of these categories for the number of people who would likely take the neurodegenerative disease test, we arrived at the potential size of the market. For Alzheimer’s disease, we assumed that 5% of the people in the age group 45-64 years would likely take the test. The corresponding figure for the people above the age of 65 is 10%. We then computed the market size for Alzheimer’s disease tests at 1.2 million in 2007. This market is expected to grow in tandem with the population growth in those age categories and reach 8.9 million in 2015. Having established the total market potential for the Alzheimer’s disease tests, we then assumed the total market share that the Company would be able to capture from this target segment. For NuroProTM, we assume a larger market share and a higher price per test than for the breast cancer tests because, in the neurodegenerative diseases market, there is a currently unmet medical need for diagnosis. In order to arrive at Power3’s market share for Alzheimer’s disease, we assumed that the Company will sign three agreements by 2009 and the corresponding market share will be 10% for new agreements and 5% for existing agreements. The growth rate for market share captured by existing agreements would initially be 20%, but with increasing competitive pressure, it would decline to 5% by 2012 and will remain constant thereafter. Power3’s market share in this segment is expected to be 1.4 million in 2015. The price per test for Alzheimer’s disease is forecasted to be $500. Maintaining the royalty earning at a constant 7% of sales attained by the licensee company, we arrived at Power3’s revenues for Alzheimer’s disease over the next 10 years. We expect the Company to earn $37.8 million from the Alzheimer’s disease test royalty income in the year 2015. Table 8: Alzheimer’s Disease Tests Royalty Revenues Forecast - Base Case Figures in $'millions unless specified Size of the market Total Market Share % Total Target market (no. of tests in million) Price per Test in $ Royalty @ 7% Total Royalty Income 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 7.5 0.00% 7.6 20.00% 7.8 10.00% 7.9 23.00% 8.1 16.50% 8.2 16.50% 8.4 15.75% 8.5 15.75% 8.7 15.75% 8.9 15.75% 0.0 1.5 0.8 1.8 1.3 1.4 1.3 1.3 1.4 1.4 500 0 0 500 53.3 0.0 475 25.8 0.0 451 57.5 28.7 429 39.9 39.9 407 38.7 38.7 387 35.7 35.7 387 36.4 36.4 387 37.1 37.1 387 37.8 37.8 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 43 of 113 Cohen Independent Research Group Parkinson’s Disease For estimating royalty revenues for the Parkinson’s disease tests, we followed the same approach as that for Alzheimer’s disease tests. In the case of Parkinson’s disease, we expect that 3% of the people in the age group 45-64 years and 7% of people over 65 years would take the test. Our estimate of the market size for Parkinson’s disease tests resulted in 4.9 million in 2007. This market is expected to grow in tandem with the population growth in those age categories and reach 5.8 million in 2015. The Company’s market share for Parkinson’s disease tests was calculated by assuming the signing of three agreements in the next three years, 10% market share for new agreements, and 5% market share for existing agreements. The growth rate for market share captured by existing agreements would initially be 20%, but with increasing competitive pressure, it would decline to 5% by 2012 and will remain constant thereafter. The Company’s market share in this segment is expected to be 0.9 million in 2015. The price for Parkinson’s disease test would also be $500. The 7% royalty on sales by the licensee companies would net Power3 $20 million in royalty revenues by 2015. Table 9: Parkinson’s Disease Tests Royalty Revenues Forecast - Base Case Figures in $'millions unless specified Size of the market Total Market Share % Total Target market (no. of tests in million) Price per Test in $ Royalty @ 7% Total Royalty Income 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 4.8 0.0% 4.9 20.0% 5.0 22.0% 5.1 23.0% 5.2 16.5% 5.3 16.5% 5.5 15.8% 5.6 15.8% 5.7 15.8% 5.8 15.8% 0 1.0 0.0 1.2 0.9 0.9 0.9 0.9 0.9 0.9 500 0 0.0 500 34.6 0.0 475 0.0 0.0 428 35.4 17.7 385 23.3 23.3 346 21.4 21.4 312 18.7 18.7 312 19.1 19.1 312 19.5 19.5 312 19.9 19.9 ALS For the ALS segment, we followed the same approach as that of Alzheimer’s and Parkinson’s disease tests. For ALS, the number of people between 45-64 years and people over 65 years who are expected to take the test are 2% and 5% respectively. Our estimate of the market size for Parkinson’s disease tests resulted in 3.4 million tests in 2007 and is projected to grow to 4 million in 2015. In order to arrive at the Company’s market share for ALS disease tests, we assumed that the company will sign two agreements in next three years and will garner 15% market share with new agreements and 10% market share with existing agreements. The growth rate for market share captured by existing agreements would initially be 20%, but with increasing competitive pressure, it would decline to 5% by 2012 and will remain constant thereafter. Power3’s market share in ALS tests would be 0.8 million in 2015. The price for ALS test would also be $500. The 7% royalty on sales by the licensee companies would net Power3 $18million in royalty revenues by 2015. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 44 of 113 Cohen Independent Research Group Table 10: ALS Tests Royalty Revenues Forecast - Base Case Figures in $'millions unless specified Size of the market Total Market Share % Total Target market (no. of tests in million) Price per Test in $ Royalty @ 7% Total Royalty Income 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 3.4 0.0% 3.4 0.0% 3.5 0.0% 3.6 16.5% 3.6 27.5% 3.7 22.0% 3.8 21.0% 3.9 21.0% 3.9 21.0% 4.0 21.0% 0 0.0 0.0 0.6 1.0 0.8 0.8 0.8 0.8 0.8 500 0 0.0 500 0.0 0.0 475 0.0 0.0 428 17.6 8.8 385 26.9 26.9 346 19.7 19.7 312 17.3 17.3 312 17.7 17.7 312 18.0 18.0 312 18.4 18.4 Drug Resistance The Company already identified and developed 19 biomarkers that enable monitoring drug resistance. However, the commercialization of this product is expected to begin only after six years. Therefore, although the milestone payments would start accruing from 2008 onwards, revenues from royalty payments for drug resistance would start only by the year 2012. The size of the drug resistance market in 2007 is expected to be approximately 5 million tests, growing at an annual rate of 10%. The market share captured by the Company would be 25% in 2012 when the market size would have increased to 8.1 million tests. The Company is projected to capture significant market share in this segment, which is expected to be 8.4 million in 2015. The price per test for the drug resistance tests is expected to be $200 in 2012 when the Company would begin commercialization. In 2015, the income from royalty payments for the drug resistance segment is expected to be over $74 million. Table 11: Drug Resistance Royalty Revenues Forecast - Base Case Figures in $'millions unless specified Size of market (No. of tests in million) Total Market Share % Total Target market (no. of tests in million) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 0.0 5.0 5.5 6.1 6.7 7.3 8.1 8.9 9.7 10.7 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 51.3% 52.5% 0 0 0 0 0 0 0.0 2.2 5.0 5.6 Price per Test in $ 0 0 0 0 0 0 200 196 192 188 Royalty @ 7% 0 0 0 0 0 0 0.0 30.4 67.1 74.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 30.4 67.1 74.1 Total Royalty Income International Operations Another stream of revenues is expected to be generated from international strategic alliances and agreements. In fact, the Company signed an initial agreement with Innogenetics; a Belgium based international biopharmaceutical company. In order to reflect the Company’s global plans, we assumed that non-US revenues would constitute 10% of US revenues. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 45 of 113 Cohen Independent Research Group Total Revenue Forecast – Base Case In our Base Case scenario, we estimated the Company’s revenues to reach approximately $0.7 million in 2006. However, from 2007 going forward over the next 10 years, revenues are expected to grow exponentially due to the developed marketing and distribution of the Company’s products through its licensee companies. According to our estimates, Power3’s revenues would reach $185 million by 2015. We forecast total milestone payments to be $0.7 million in 2006, increasing to $3.9 million in 2009 and then gradually reducing to $2.8 million in 2012. Our royalty revenue forecast is $68.3 million in 2009 and would reach $168.3 million by 2015. Non-US revenues, estimated at 10% of US revenues would contribute $0.2 million in 2007 increasing to $16.8 million in 2015. Our Base Case scenario is presented in Table 12. Table 12: Total Revenue Forecast - Base Case Figures in $'millions unless specified Total Milestone Payments Total Royalties Income Total US Revenues Total Non-US Revenues Total Revenues 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 0.7 0.0 0.7 0.0 0.7 3.9 0.0 3.9 0.2 4.1 8.2 0.0 8.2 0.8 9.0 8.6 68.3 76.9 7.7 84.6 8.4 101.6 110.0 11.0 121.0 9.5 96.4 105.9 10.6 116.5 2.8 87.0 89.8 9.0 98.8 0.0 123.1 123.1 12.3 135.4 0.0 160.5 160.5 16.1 176.6 0.0 168.3 168.3 16.8 185.1 Earnings and FCF Forecast In addition to the revenue forecast, we attempted to project Power3’s future earnings and free cash flows. Since the Company does not have an operating history, our estimate of costs and margins are based on reasonable estimates of Cost of Goods Sold and operating expenses. We estimated both COGS and operating expenses as a percentage of royalty revenues. COGS is forecasted to be at 40% of total revenues up to the year of commercial introduction and 30% of revenues thereafter and would remain constant over the forecast period. On the other hand, operating expenses are estimated at 30% of total revenues in 2006, then falling to 25% in 2007, 20% in 2008 and 25% from 2009 through 2015. Additionally, for estimating the business costs, we forecasted R&D expenses at $2 million in 2006. With a growth of 10%, R&D expenses would increase to $4.7 million in 2015. Business Development costs are estimated at 5% of total revenues and projected to reach $9.3 million in 2015. Additionally, other costs are also estimated for the forecast period. Since the Company’s operations are not capital intensive in nature, we estimated the Capex at a modest 1% of revenues. The Company’s accumulated loss through the development stage is approximately $35.7 million. Our Net Profit forecast for the Company in 2006 is negative $7 million. Moreover, with significant revenues accruing from 2007 onwards, we expect losses to diminish and profits to improve significantly over the next 10 years and reach $44.1 million by 2015 under the Base Case scenario. Earnings per share are estimated at -$0.01 for 2006 and are expected to improve to $0.63 by 2015. We expect the Company to experience a negative Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 46 of 113 Cohen Independent Research Group operating cash flow in 2006 and 2008. However Cash from operations will turn positive in 2007 and begin a vigorous growth over the forecast period. The Company’s significant revenue growth coupled with controlled constant costs will likely result in strong cash flows in the forecast period as well as in the long term. Table 13: Earnings and FCF - Base Case Figures in $'millions, except EPS 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenues Income / (Loss) from Operations Net Income / (Loss) Net Income / (Loss) per share Free Cash Flows Equity (FCFE) 0.7 -6.8 -7.0 -0.10 (3.63) 4.1 -1.8 -2.0 -0.03 1.27 9.0 0.6 0.2 0.00 (0.38) 84.6 29.8 19.2 0.27 17.20 121.0 45.1 29.1 0.41 29.02 116.5 42.6 27.6 0.39 26.80 98.8 34.9 22.5 0.32 21.67 135.4 49.3 31.9 0.45 32.58 176.6 65.4 42.4 0.60 43.08 185.1 68.0 44.1 0.63 43.93 In addition to the Base Case scenario, we have also forecasted two additional scenarios – one Optimistic Case and one Pessimistic Case. The main factor behind the different scenarios is to reflect the potential growth of the Company in an emerging market over the next 10 years. In our Optimistic Case forecast, we have assumed that the Company would be able to successfully leverage its technology by strengthening its customer base of licensing agreements and would also be able to realize a higher price for its products. Consequently, while estimating revenues in the Optimistic Case forecast, we assumed a higher number of license agreements in the breast cancer, neurodegenerative diseases. and drug resistance market segments. On the pricing front, because the Company is attempting to venture into an evolving domain, it can experience better control over its pricing. Hence, we also forecast a higher price per test for all the segments. We expect Power3 to emerge as a leader in the proteomics industry and reach $283 million in revenues by the year 2015. Since the Company’s products are based on the application of extensive research, the lack of vigorous competition may further brighten the Company’s prospects. In the Optimistic Case, our profit forecast for Power3 is $1.4 million for 2008. In the future, the Company would be able to generate $85.3 million in profits. EPS would improve from -$0.01 in 2006 to $1.21 in 2015. Table 14: Optimistic Case - Revenue, Earnings and EPS Forecast Figures in $'millions, except EPS 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenues Income / (Loss) from Operations Net Income / (Loss) Net Income / (Loss) per share Free Cash Flows Equity (FCFE) 0.7 -6.8 -7.0 -0.10 (3.63) 4.5 -1.4 -1.0 -0.01 1.56 11.9 2.3 1.4 0.02 1.53 140.4 63.9 41.4 0.59 35.41 187.1 86.3 55.9 0.79 54.33 199.1 91.3 59.2 0.84 58.10 157.0 70.1 45.4 0.64 45.19 193.3 87.8 56.9 0.81 55.98 236.3 108.8 70.5 1.00 69.48 283.2 131.4 85.3 1.21 84.11 Our Pessimistic Case forecast takes a more conservative approach in estimating the number of licensing agreements and also the pricing of the company’s products. In this scenario, we assume that Power3 will face strong competition from other companies which have greater financial strength or better relationships with biotechnology or pharmaceutical companies. As Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 47 of 113 Cohen Independent Research Group a result, Power3 may not be able to enter into more licensing agreements. In addition, the Company’s pricing is also expected to come under pressure. Furthermore, Power3’s technology is still pending for patents and any adverse development in this regard may severely hamper the Company’s growth and prospects. Under this scenario, the Company’s top line will show a steady and gradual increase to $110 million in the next 10 years. Under the Pessimistic Case scenario, our profit estimate for the Company is -$4.6 million in 2006 and would increase to $24 million by 2015. The corresponding figures for EPS are -$0.07 and $0.34 respectively. Table 15: Pessimistic Case – Revenue, Earnings and EPS Forecast Figures in $'millions, except EPS Total Revenues Income / (Loss) from Operations Net Income / (Loss) Net Income / (Loss) per share Free Cash Flows Equity (FCFE) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 0.4 2.6 7.8 50.0 121.9 66.9 102.2 127.4 107.9 110.5 -6.9 -4.6 -0.07 (3.67) -2.3 -1.7 -0.02 (1.15) 0.0 -0.1 0.00 (0.65) 16.4 10.5 0.15 6.44 45.5 29.4 0.42 22.53 22.4 14.4 0.20 18.78 36.3 23.4 0.33 19.98 46.0 29.8 0.42 27.13 37.4 24.1 0.34 25.64 37.5 24.2 0.34 24.00 Table 16: Revenue, EPS and FCF growth – (all three scenarios) Figures in $'millions unless specified 2006E 2007E 2008E 2009E 2010E 2011E 0.70 4.10 485% -0.03 -71% 1.27 -135% 8.97 119% 0.00 -112% -0.38 -130% 84.60 844% 0.27 7611% 17.20 -4665% 120.97 43% 0.41 51% 29.02 69% 116.47 -4% 0.39 -5% 26.80 -8% 4.46 538% -0.01 -85% 1.56 -143% 11.88 166% 0.02 -232% 1.53 -2% 140.39 1082% 0.59 2959% 35.41 2217% 187.09 33% 0.79 35% 54.33 53% 2.64 654% -0.02 -64% -1.15 -69% 7.76 194% 0.00 -93% -0.65 -44% 49.98 544% 0.15 -9002% 6.44 -1095% 121.94 144% 0.42 180% 22.53 250% 2012E 2013E 2014E 2015E 98.77 -15% 0.32 -18% 21.67 -19% 135.38 37% 0.45 42% 32.58 50% 176.57 30% 0.60 33% 43.08 32% 185.11 5% 0.63 4% 43.93 2% 199.06 6% 0.84 6% 58.10 7% 157.03 -21% 0.64 -23% 45.19 -22% 193.26 23% 0.81 25% 55.98 24% 236.35 22% 1.00 24% 69.48 24% 283.24 20% 1.21 21% 84.11 21% 66.92 -45% 0.20 -51% 18.78 -17% 102.18 53% 0.33 63% 19.98 6% 127.44 25% 0.42 27% 27.13 36% 107.94 -15% 0.34 -19% 25.64 -5% 110.49 2% 0.34 0% 24.00 -6% Base Case Total Revenue % Growth Net Income / (Loss) per share -0.10 % Growth Free Cash Flows Equity (FCFE) -3.63 % Growth Optimistic Case Total Revenue 0.70 % Growth Net Income / (Loss) per share -0.10 % Growth Free Cash Flows Equity (FCFE) -3.63 % Growth Pessimistic Case Total Revenue 0.35 % Growth Net Income / (Loss) per share -0.07 % Growth Free Cash Flows Equity (FCFE) % Growth -3.67 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 48 of 113 Cohen Independent Research Group VALUATION Our fair value estimate for Power3 ranges from $2.91 - $3.26 based on our the Base Case forecast, a discount rate of 18.8%, and long term terminal growth rate of 4–6%. This represents a large premium to the Company’s current market price of $0.06 at mid-level of our target price range. We calculated the fair value range for the stock price based on the free cash flow to equity projections for each scenario. To determine an appropriate valuation, we apply a present valuation formulation to the forecasted free cash flows. An important component of the present valuation formulation is the discount rate used for calculation. We normally determine an appropriate discount rate beginning with the 10-year Treasury bond yield of 5.3% and adjusting it for the equity risk premium and stock volatility. For Power3, we assumed the total risk premium to be 7.0%. The volatility measure, Beta, is based on the last four years of trading. Power3 common stock has experienced low volatility due to minimal trading activity in the market. Hence, using the historical beta as a measure of volatility to determine the discount rate may not prove to be reasonable. However, going forward, we assumed that the stock would be more volatile in the near future as the Company gradually moves toward its commercialization phase, which is expected to lead to increased trading activity. Therefore, the beta for Power3 is estimated at 2.0. The resulting increase in the discount rate leads to a more conservative fair value range for the stock price. The discount rate we use in our valuation analysis for Power3 ranges from 16.8 – 20.8%. In our opinion, 18.8% is a conservative discount rate. It adequately represents the risk profile of the Company. However, our Base Case scenario also reflects the sensitivity of the target stock price to the discount rate range (16.8-20.8%). Another important component of the present value analyses for stock valuation is determining the growth rate investors will attribute to the Company toward the end of the forecast period (beyond 2015 in the case of Power3). Assuming strong growth in free cash flows during the next ten years, our conservative estimate for the terminal growth rate after 2015 is in the 3–7% range. We discount the stream of cash flows in the forecast period using a present valuation formulation. We then add the present value of the terminal value. To determine the terminal value, the Y+10 growth rate is applied to the free cash flows in FY 2015. The terminal value is instrumental in calculating a target stock price range. The following chart and table describes the target price range for the stock for each scenario for a range of terminal growth rates with the discount rate of 18.8%. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 49 of 113 Cohen Independent Research Group Chart 4: Price Target vs. long Term Growth Rates Price Target for Three Scenarios Vs. Long Term Sustainable Grow th Rates 8.00 7.00 6.00 US $ 5.00 4.00 3.00 2.00 1.00 0.00 Long Term Grow th Rates 3% 4% 5% 6% 7% Optimistic Case 5.10 5.34 5.61 5.94 6.33 Base Case 2.78 2.91 3.07 3.26 3.49 Pessimistic Case 1.74 1.83 1.94 2.07 2.24 The following chart and table describes the target price range for the stock in each scenario for a range of discount rates with the terminal growth rate at 5%. This indicates that the target price for Power3 is more sensitive to changes in the discount rates. Chart 5: Price Target vs. Discount Rates Price Target for Three Scenarios Vs. Range of Discount Rates 7.00 6.00 US $ 5.00 4.00 3.00 2.00 1.00 0.00 Range of Discount Rates 14.4% 15.4% 16.4% 17.4% 18.4% Optimistic Case 6.53 6.04 5.60 5.20 4.83 Base Case 3.58 3.31 3.06 2.84 2.63 Pessimistic Case 2.41 2.23 2.07 1.92 1.78 It is interesting to note that the stock is considerably undervalued given our Pessimistic Case scenario. Our Pessimistic Case price range of $1.83-2.07 translates into a large premium at the mid-level of our price range. We believe this is due to the Company’s limited visibility in the marketplace and uncertainty over its revenue growth in the future. However, the Company Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 50 of 113 Cohen Independent Research Group received its first milestone payment from Biosite, to which it licensed its breast cancer detection and diagnostic technology. We expect the commercialization of these tests to be positive; leading to Power3 entering into more licensing agreements with large pharmaceutical companies both nationally and internationally. The successful commercialization of the Company’s products will strengthen investor confidence, thus increasing demand for the Company’s stock and subsequently its stock price. We therefore recommend purchase of Power3 common stock for long term risk adverse investors. RS/Cohen Independent Research Group Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 51 of 113 Cohen Independent Research Group FINANCIAL EXHIBITS POWER3 MEDICAL PRODUCTS, INC. (PWRM.PK) BUY Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 52 of 113 Cohen Independent Research Group Exhibit 1: Income Statement – Base Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 53 of 113 Cohen Independent Research Group Exhibit 2: Balance Sheet – Base Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 54 of 113 Cohen Independent Research Group Exhibit 3: Cash Flow Statement – Base Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 55 of 113 Cohen Independent Research Group Exhibit 4: Income Statement – Optimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 56 of 113 Cohen Independent Research Group Exhibit 5: Balance Sheet – Optimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 57 of 113 Cohen Independent Research Group Exhibit 6: Cash Flow Statement – Optimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 58 of 113 Cohen Independent Research Group Exhibit 7: Income Statement – Pessimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 59 of 113 Cohen Independent Research Group Exhibit 8: Balance Sheet – Pessimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 60 of 113 Cohen Independent Research Group Exhibit 9: Cash Flow Statement – Pessimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 61 of 113 Cohen Independent Research Group Exhibit 10: Discounted Cash Flow Analysis – Base Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 62 of 113 Cohen Independent Research Group Sensitivity Analysis with Discount Rate (With terminal Growth Rate of 5%) Range of Discount Rate PV of Free Cash Flows (in $'million) 16.8% 17.8% 18.8% 19.8% 20.8% 2006 1.97 1.96 1.95 1.95 1.94 2007 13.33 13.18 13.03 12.89 12.75 2008 37.21 36.48 35.76 35.07 34.40 2009 40.17 39.04 37.96 36.91 35.91 2010 30.74 29.62 28.56 27.54 26.57 2011 22.33 21.34 20.40 19.51 18.66 2012 19.49 18.47 17.50 16.60 15.75 2013 20.09 18.87 17.74 16.68 15.70 2014 21.21 19.75 18.41 17.17 16.02 2015 20.03 18.50 17.10 15.81 14.63 Terminal Value 216.83 198.55 181.94 166.85 153.12 Sum of PV of FCFF 443.38 415.76 390.36 366.98 345.43 Less: Net Debt -2.03 -2.03 -2.03 -2.03 -2.03 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 63 of 113 Equity Value 445.41 417.79 392.39 369.01 347.46 Value Per Share 6.32 5.93 5.57 5.24 4.93 Cohen Independent Research Group Exhibit 11: Discounted Cash Flow Analysis – Optimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 64 of 113 Cohen Independent Research Group Sensitivity Analysis with Discount Rate (With terminal Growth Rate of 5%) Range of Discount Rate PV of Free Cash Flows (in $'million) 2006 2007 2008 2009 2010 2011 2012 2013 16.9% 1.82 24.09 60.36 66.76 52.74 39.97 34.11 35.50 17.9% 1.82 23.81 59.17 64.89 50.82 38.19 32.32 33.35 18.9% 1.81 23.55 58.02 63.09 49.00 36.51 30.63 31.35 19.9% 1.81 23.29 56.89 61.35 47.25 34.92 29.05 29.48 20.9% 1.80 23.03 55.80 59.68 45.58 33.40 27.56 27.74 2014 36.21 33.73 31.44 29.32 27.36 2015 33.07 30.54 28.23 26.10 24.16 Termi nal Value 356.37 326.34 299.06 274.27 251.71 Sum of PV of FCFF 740.99 695.00 652.69 613.73 577.82 Less: Net Debt -2.18 -2.18 -2.18 -2.18 -2.18 Equity Value 743.17 697.18 654.87 615.91 580.00 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 65 of 113 Value Per Share 10.55 9.89 9.29 8.74 8.23 Cohen Independent Research Group Exhibit 12: Discounted Cash Flow Analysis – Pessimistic Case Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 66 of 113 Cohen Independent Research Group Sensitivity Analysis with Discount Rate (With terminal Growth Rate of 5%) Range of Discount Rate PV of Free Cash Flows (in $'million) 2006 2007 2008 2009 2010 2011 2012 16.8% 1.70 9.61 20.94 20.36 14.83 11.21 10.74 17.8% 1.70 9.50 20.53 19.79 14.29 10.71 10.17 18.8% 1.69 9.39 20.12 19.24 13.78 10.24 9.64 19.8% 1.69 9.29 19.73 18.71 13.28 9.79 9.14 20.8% 1.69 9.19 19.36 18.20 12.81 9.37 8.67 2013 11.70 10.99 10.33 9.72 9.14 2014 11.17 10.40 9.69 9.04 8.43 2015 9.86 9.10 8.41 7.78 7.20 Terminal Value 107.37 98.31 90.09 82.61 75.81 Sum of PV of FCFF 229.48 215.50 202.63 190.78 179.86 Less: Net Debt -2.31 -2.31 -2.31 -2.31 -2.31 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 67 of 113 Equity Value 231.79 217.80 204.94 193.09 182.17 Value Per Share 3.29 3.09 2.91 2.74 2.58 Cohen Independent Research Group APPENDICES POWER3 MEDICAL PRODUCTS, INC (PWRM.PK) BUY Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 68 of 113 Cohen Independent Research Group Appendix I – Biomarkers Definition and Application Biological markers, known as biomarkers, are effective drugs. Biomarkers for monitoring the tests that can be objectively measured and progression of chronic diseases and cancer evaluated to reflect normal biologic processes, specific biomarkers are expected to predict pathogenic pharmacologic disease symptoms and also evaluate the responses to therapeutic intervention. Therefore, effectiveness of new drugs with a lesser cost of biomarkers are analysts that aid in disease clinical trials and in a shorter time period. processes, or management. The ability of biomarkers to improve the drug discovery and development Most of the biomarkers fall into four general process makes the discovery of biomarkers a classes: small molecules, proteins, genetic or critical need for the pharmaceutical industry. imaging markers. The application of biomarkers Biomarkers are expected to help in improving is done in various aspects of drug discovery and R&D drug development. Biomarkers play a significant role development, and also shorten the time of drug in target discovery and validation. They lead to introduction to the market. Biomarkers are of prioritization and optimization, the study of particular significance for cancer and chronic drug and disease mechanisms, toxicity profiling, diseases because these diseases represent a and proof-of-concept in preclinical studies. major share of healthcare costs and represent a Additionally, biomarkers are also used in substantial and urgent unmet medical need. developing new diagnostic processes. The These diseases affect a large number of people various functions of biomarkers are shown in thereby heightening the need to develop more the Figure 13 productivity, reduce cost of . Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 69 of 113 Cohen Independent Research Group Figure 8: Biomarker Functions Source: Pharmavision.co.uk Based on the application of biomarkers in the These management of diseases, they can be classified development as approved surrogate markers. into the following categories: In the biomarkers absence are of used early in drug clinical improvement, they help to improve patient 1. Stratification markers compliance. These biomarkers predict the likelihood of a drug response and aid in making 3. Toxicity markers decisions for administering the right drug Toxicity biomarkers are used to identify to the right patient. They are also used in certain patients for exclusion from test the development of drugs, by helping in the groups during clinical trials. They also help selection of patients for clinical trials. in identifying the correct drug for a particular patient. 2. Efficacy markers 4. Screening markers Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 70 of 113 Cohen Independent Research Group These are used primarily for disease critical need to identify and develop biomarkers. management and help in the early detection Biomarkers can be effectively utilized once they of diseases. qualify as fit-for-purpose. The focus therefore, is on their validation once they are identified 5. Prognostic markers and developed. According to the FDA, Prognostic markers are also used in disease biomarkers can be defined as valid, probable management and to predict the probable valid, or exploratory. A biomarker’s intended course of the disease. use determines the extent to which it may require validation or qualification. For example, The last two categories, specifically screening a biomarker that is intended to be used as a markers and prognostic markers, are used in surrogate end-point in clinical trials may need to theranostics. Theranostics is the term used to be validated more rigorously than a biomarker describe the proposed process of diagnostic that may be intended for use in clinical therapy for individual patients; to test them for development. The FDA’s draft guidance for the possible reactions to taking new medications qualification of new safety and efficacy and to tailor a treatment program for them based biomarkers is expected to be published in 2007. on the test results. The most important criteria for valid biomarkers Regulatory Framework to be used in drug development are their clinical The current regulatory framework for the relevance, their sensitivity, specificity and validation and use of biomarkers is not very reliability (do they measure what they are definitive. supposed to measure), and their practicality and Although efforts have been established by various regulatory agencies around the world, guidance related simplicity (Rosenkranz, 2003). to biomarkers has long been delayed. The FDA In 1999, a National Institute of Health took an initiative in March 2006 by publishing (NIH)/Industry the Critical Path Opportunities List. This has definitions and built a conceptual framework for brought about a consensus agreement outlining biomarkers. Outlined below are the definitions the key role of biomarkers in improving the from the Biomarkers Definitions Working development of medical products and the Group, 1999. consortium developed Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 71 of 113 key Cohen Independent Research Group • Probable valid biomarker: A Clinical Endpoint: Characteristic that reflects biomarker that is measured in an how a patient feels, functions, or survives. analytical test system with wellestablished performance characteristics Biomarker: Characteristic that is objectively and for which there is a scientific measured and evaluated as an indicator of framework or body of evidence that normal biologic processes, pathogenic appears to elucidate the physiologic, processes, or pharmacologic response to a toxicological, pharmacologic, or clinical therapeutic intervention; significance of the test results. A probable valid biomarker may not have Surrogate Endpoint: Biomarker intended to reached the status of a known valid substitute for a clinical endpoint. marker because, for example, of any one of the following reasons: In a guidance issued for pharmacogenomics data submission, the FDA, published definitions for known valid and probable valid biomarkers. • - The data elucidating its significance may have been generated within a single company and may not be available for Known valid biomarker: A biomarker public scientific scrutiny. that is measured in an analytical test - The data elucidating its significance, system with well-established although highly suggestive, may not be performance characteristics and for conclusive. which there is widespread agreement in - Independent verification of the results the medical or scientific community may not have occurred. about the physiologic, toxicological, pharmacologic, or clinical significance of the results The qualification of biomarkers as fit-forpurpose is shown in Figure 9. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 72 of 113 Cohen Independent Research Group Figure 9: Biomarker Qualification Source: Commercial Opportunities form Biomarkers, by Dr. CL Barton, (adapted from Wagner et al, 2004) Market Size, Challenges and Market expected to be a major driver for the growth of Scenario the biomarker market. The size of the biomarker market is estimated to In the diagnostics and pharmaceutical industries, be $5.4 billion in 2005. This is approximately there is a constant need for new diagnostic equal to 10.5% of the total research and biomarkers for earlier disease diagnosis and development expenses of the pharmaceutical with improved sensitivity and specificity. market. The biomarker market is projected to During the last five years, only a few novel grow to $13.3 billion in 2010 and further to diagnostic markers have been introduced into $21.2 billion in 2012. The molecular diagnostics the market. Proteomics technologies are now market was estimated at $2.5bn in 2006. The offering unique chances to identify new growing trend of personalized medicine is candidate markers. Pharmaceutical companies generally pursue biomarkers in relation to Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 73 of 113 Cohen Independent Research Group process pathway analysis and in conjunction The Challenges with hypothesis-driven, deductive, knowledgebased drug target discovery, where certain key The usefulness of a biomarker is judged by proteins are found to be good targets for drug evaluating its reliability and reproducibility. design. The pressure to discover and develop Validation data needs to exhibit the correlation new therapeutics at a lesser cost and within between the biomarker and its desired clinical shorter many outcome. After a biomarker is identified, pharmaceutical and biotechnology companies obtaining scientific and regulatory approval for actively seeking out alternative yet equally the valid biomarker is an expensive process and effective approaches. takes a longer time than the identification of the timeframes has led to biomarker itself. Biomarker discovery and research has been undertaken by many companies and academic Although biomarkers are developed to save institutions and many developed significant IP money, their discovery and validation adds to portfolios. Major pharmaceutical and diagnostic cost, and initially the cost-benefit equation may companies seeking to benefit from this research not be favorable. There is a high cost involved entered into alliances with these research-based in the discovery of biomarkers and subsequently companies. trend converting them into a useful test post therefore, is one in which companies, both validation. In fact, development costs can be research-based and quite prohibitive for a single company to diagnostics companies, form alliances in order continue research into the development of to capitalize on developed technology. The biomarkers. The emerging and large market pharma biomarker industry may be going through the “Validation Phase”, as many companies are at Apart from the adequacy of capital to fund the validating stage, attempting to qualify the research work, another setback could be in the biomarkers identified and developed and at the form same time forming collaborations with other companies to consider and accept diagnostic co- companies. products that could divide or reduce a drug’s of reluctance by pharmaceutical potential market. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 74 of 113 Cohen Independent Research Group discovery Technologies used in biomarker discovery of biomarkers are genomics, proteomics, and metabonomics. The “central dogma” of molecular biology states that DNA is The development of biomarkers utilizes transcribed into RNA and then translated into biological information from many levels, such proteins, which then make small molecules. A as DNA, mRNA, proteins, and metabolites, in graphical presentation of this concept is made in order to better understand clinical outcomes. Figure 10. The three major technologies that are used in the Figure 10: Molecular Biology Source:Metabolon.com of drug targets into new therapies in clinical Genomics trials is in progress. Genomics is the study of the structure and the functions of genomes and genes. Functional genomics is being progressively used to identify and validate drug targets and disease biomarkers. Currently, validation and translation Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 75 of 113 Cohen Independent Research Group Proteomics Proteomics is the study of the structure and function of proteins, including the way they work and interact with each other inside cells. Since proteomics analyzes the complement of proteins in an organism, this field of study is in a good position to expose measurable differences correlating with disease. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 76 of 113 Cohen Independent Research Group metabolite profiling, metabolic fingerprinting, Metabonomics metabolic profiling, and metabonomics”. Metabonomics is the study of metabolic Metabonomics uses mass spectrometry and responses to drugs, environmental changes and nuclear diseases. According quantification and identification of metabolites Society, “Metabolomics metabolic metabolomics, to changes. metabolite the is It Metabolomics the study of magnetic resonance (NMR) in biofluids. encompasses target analysis, Figure 11: Biological Investigations Source: Functional Genomics Experiment (FuGE) on Reporting Structure for Biological Investigations Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 77 of 113 for Cohen Independent Research Group Appendix II – Proteomics and Genomics Proteomics is the study and analyses of proteins, proteome, and up to 10% of these proteins may which serve as targets for drugs. include receptors, hormones and enzymes. These proteins are the fundamental Genomics (i.e. the study of the genes) can building blocks of all cells in the human body provide some information about a disease that help carry out cellular functions. The process, but it can only identify the potential instructions for building these proteins are found (genetic) risk of developing a disease. To obtain in the DNA of the cell, and the complete a full understanding of a disease process, and to collection of DNA within a cell is referred to as identify the presence of disease, the proteins the genome. The human genome contains must be examined. Regardless of the cause of a approximately 30,000 genes, each of which disease, it can affect the ability of a protein to codes for a specific protein. function properly, alter the concentrations of a protein, or cause the formation of abnormal Proteins are constructed from this DNA proteins. blueprint through a complex process that structure, function, or concentration indicate the involves many other proteins. Once formed, a presence of disease. Studying the proteins found protein can be modified by other proteins and within the human body, and the changes that can interact with other proteins to form complex occur (i.e. proteomics), can lead to a better structures. Even though the DNA in two given understanding of how a healthy body functions cells may be exactly the same, the proteins that and can also allow identification of proteins are coded for by that DNA are expressed associated with specific diseases. In fact, (displayed) differently, studying the changes in protein biomarkers may depending on the specific function of that cell permit researchers (and eventually doctors) to and in a particular environment. The proteins identify the presence of disease before any give each cell its unique characteristics. As physical symptoms appear. and processed Thus, abnormalities in protein many as 120,000 different proteins can be found in the human body, forming the human The technologies used in proteomics range from studying the activities of an individual protein Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 78 of 113 Cohen Independent Research Group through the analysis of thousands of proteins and diagnosis of disease, differentiating between from a certain cell type. The two main areas of similar diseases, determining the specific stage study in proteomics are: (1) cell mapping of a disease, determining disease prognosis, proteomics, which attempts to learn more about monitoring intercellular signaling pathways, and (2) protein developing new treatments, particularly through expression proteomics, which monitors the drug engineering. responses to treatment, and expression of proteins within a specific cell or tissue type, or in certain biological fluids, and Proteomics in Biomarker Discovery looks for different expression patterns under varying conditions such as in disease. Proteomics complete involves complement the of analysis proteins of the in an Proteomics can be used to create a catalogue of organism. It encompasses the identification and proteins associated with a variety of conditions quantification of these proteins, determination such as cancer and neurodegenerative diseases. of their localization, interactions, activities, and Some potential applications of proteomics their function. These functions also denote the include: developing tests for the early detection branches of proteomics as shown in Figure 12. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 79 of 113 Cohen Independent Research Group Figure 12: Branches and Functions of Proteomics Source: Pharmavision.co.uk The separation of proteins forms the basis of all revolutionized proteomic the proteomics. Soft ionization methods are MALDI separation of a complex mixture of proteins in (Matrix-assisted laser desorption/ionization) and order to process and analyze individual proteins ESI (electrospray ionization). The type of a with the help of other technologies. mass spectrometer most widely used with technologies. It involves through high throughput techniques and is based on mass spectrometry (MS). The development of ‘soft ionization’ methods (methods that ionize proteins without destroying them) has major development for spectrometer), mainly due to its large mass The identification of proteins is carried out a spectrometry MALDI is the TOF (time-of-flight mass Protein identification been mass that has range. Electrospray ionization (ESI) is a technique used in mass spectrometry to produce ions from macromolecules because it overcomes the propensity of these molecules to fragment when ionized. Another method of protein screening that rapidly identifies altered proteins Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 80 of 113 Cohen Independent Research Group is SELDI (Surface enhanced laser Cellular proteomics desorption/ionization). Cellular proteomics is a new branch of Two MS methods commonly used for the proteomics whose objective is to map the identification of proteins are peptide mass location fingerprinting and de novo repeat detection. interactions in whole cells during key events in While peptide mass fingerprinting is carried out the cells. It is carried out with techniques such with simpler instruments, de novo repeat as X-ray Tomography and optical fluorescence detection sequencing is done on instruments that microscopy. of proteins and protein-protein are capable of more than one round of MS. Protein sequence analysis Protein quantification Protein sequence analysis involves searching Protein quantification is usually done with the databases to match possible protein or peptide help of protein microarray technology. Earlier equivalents protein quantification was carried out by two domains, prediction of function from sequence, dimensional gel-based methods, some of which and also evolutionary relationships of proteins. also included methods with differential staining Hence, sequence analysis can also termed as with the help of florescent dyes. Nowadays, gel part of bioinformatics. for functional assignment of electrophoresis research is carried out with the help of software-based image analysis tools. Structural proteomics These tools enable analysis of biomarkers by quantifying individual, as well as differentiating Structural proteomics involves the analysis of between one or more protein spots on a scanned the 3 dimensional structures of proteins with the image. Moreover, these tools also enable help matching of spots between gels of similar spectroscopy. The structure of a protein is an samples to indicate differences such as early or important factor in function, especially in cases advanced stage of an illness. where a new protein structure is homologous to of x-ray crystallography or NMR a known one. In the drug discovery field, Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 81 of 113 Cohen Independent Research Group protein-protein and protein-ligand interactions systems, from mass spectrometry assays or from are particularly significant. microarrays of proteins. Interaction proteomics Protein modification Interaction proteomics is engaged in the Post-translational modification is a result of the investigation and modification of proteins from their pure interactions on the atomic, molecular and translated amino-acid sequence. In order to cellular levels. Interactions between pairs of study phosporylation (phosphoproteomics) and proteins can be inferred from yeast two-hybrid glycosylation of protein functions (glycoproteomics), specialized methods have been developed. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 82 of 113 Cohen Independent Research Group Appendix III – Power3’s Discovery Process Power3’s research on in 2004. After years of extensive laboratory discovery made by the Company’s Director of research and application of biostatistics, Power3 Proteomics, Dr. Ira Goldknopf in 1975. His has developed a structured approach to the discovery discovery and development of protein footprints of platform is Protein based Ubiquitination, the ubiquitin conjugation of proteins was cited by and biomarkers of human disease. the Swedish Academy of Sciences in their following figure illustrates the Company’s announcement of the Nobel Prize in Chemistry discovery platform. Figure 13: Power3’s Discovery Process Serum, Plasma, Breast Ductal Fluid (NAF), Bone Marrow Aspirates, … 2-D Gel Electrophoresis Digital Imaging & Analysis Disease Mechanis m Drug Targets Biomarker Identification Biomarker Quantification Disease Diagnosis Therapeuti c Efficacy Source: Company Presentation Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 83 of 113 The Cohen Independent Research Group Power3’s discovery platform encompasses a 7step process resulting in identification and 2. Sample Preparation development of biomarkers and clinically The samples that are received by the relevant protein patterns. The process steps are Company need to be prepared for analysis as follows: since they are in a sub optimal form. They are sorted according to their type, which is essential for carrying out analysis. The 1. Receipt of patient Samples The first step is to receive clinically relevant specific methods of sample preparation are patient samples, which form the base of the proprietary information of the Company. entire process. The Company receives patient samples for two broad reasons: 3. 2-Dimensional Gel Electrophoresis (2DE) a. To discover biomarkers of human 2De is used to break up the highly complex disease to develop the Company’s mixture of proteins into its constituents and Intellectual Property. The Company to separate out the clinically important may also publish their research in disease footprints. The approach, which is science journals or present their the gold standard of proteomics, was findings at meetings or seminars. pioneered by Dr. Ira Goldknopf. In the first These patient samples are provided dimension, proteins are resolved according by under to their electric charge and in the second approved research agreements and dimension they are separated according to protocols. their size. The 2D gel technology enables b. physician The scientists Company samples clinical receives times as many proteins in clinical samples validation of their biomarkers. These than is possible otherwise. This is possible clinical studies may be conducted at because of the Company’s ability of high single site or multiple sites for Phase sensitivity of detection and measurement, I, reproducibility and resolution. or III trials the visualization and measurement of 2-20 and II for also preceding commercialization. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 84 of 113 Cohen Independent Research Group 4. Gel Staining 7. Disease Protein Footprints, Biomarkers, The samples now go through a staining and Drug Targets process, since they cannot be identified for The Company then uses its proprietary analysis before staining. After staining is techniques of database searching, protein done, the differences in the expressed analysis and medical information. The proteins can be observed with a lot of discovered disease footprints are then finally clarity. transformed into rationales for early detection and tracking of diseases. They are also beneficial in projecting appropriate 5. Digital Imaging and Data Analysis The physical samples are converted into a drug targets for early treatment. digital form with the help of a highresolution digital scanner. These samples in digital form can now be easily compared and analyzed. 6. Mass Spec Analysis and Protein Next, the protein constituents of the disease footprints are separated and taken through mass spectrometry (MS). The proteins are then identified by proprietary techniques of spectral analysis and sequence database searching. Mass Spectrometry is the process of breaking down a protein into pieces and analyzing its fundamental composition. Post MS, the results are organized into a and scientific team. This process is one of the most critical steps in the discovery process and is also the key Identification spectrum Two-Dimensional Gel Electrophoresis analyzed by Power3's differentiator for the Company. As explained earlier, proteins are separated in two dimensions according to their electric charge and size. In the first dimension, Iso-Electric Focusing (IEF) is carried out. The proteins migrate across a pH gradient in an electric field until each protein is neutrally charged. At this stage the IEF strip is loaded with sample and the scientist focuses on proteins within a pH gradient. In the second dimension, as proteins migrate from the top of the gel in an electric field, the smaller move faster and travel further down the gel than the larger proteins. At this stage, the IEF strip is loaded on top of the gel and proteins are run through this gel. Once this is done, the Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 85 of 113 Cohen Independent Research Group proteins are stained, destained and their image is 4. Identification of individual proteins scanned. allows for development of antibody The advantages of 2DE are as follows: based high throughput tests 1. Differential protein expression correlates directly to disease presence rather than genetic predisposition. 2. Disease footprints can be directly related to individual proteins 3. Typically, more proteins can be detected 5. Identification of individual proteins allows additional applications in drug development and efficacy testing The variability in 2DE platform can be minimized by running replicate samples and ensuring implementation of quality controls. as compared to other methods Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 86 of 113 Cohen Independent Research Group Appendix IV – The Nervous System The human nervous system is a complex, highly The functions of the nervous system encompass organized, network that allows the body to three categories: sensory, integrative, and motor. continuously react to changes in the external The sensory components detect changes in the environment as well as changes occurring internal (within the body) or external (outside within the body. The nervous system can be the divided into the central and peripheral nervous information to the CNS via sensory neurons. systems. The central nervous system (CNS) The integrative components channel and consists of the brain and spinal cord. It process sensory information, analyze and store integrates incoming sensory information and information, initiates responses and is responsible for higher appropriate responses. The motor components mental functions such as thinking, emotions, control various bodily activities in response to and memory. decisions made in the integrating centers. The body) environments, and make and relay decisions that about motor responses are sent via motor neurons; The peripheral nervous system (PNS) consists those contained within the CNS are referred to of all of the peripheral nerves found in the body as upper motor neurons while those that leave and is responsible for conducting impulses to the CNS and travel out to the muscles are and from the CNS. The PNS can be further referred to as lower motor neurons. subdivided into the somatic nervous system, providing sensory information from the body and is responsible for the voluntary motor NEURONS second The neuron is the structural and functional unit subdivision is the autonomic nervous system, of the nervous system. Neurons are able to which provides sensory information from the communicate information from one part of the organs and is responsible for the involuntary body to another by responding to a stimulus and motor control of smooth muscles, cardiac converting it into an electrical signal, or nerve muscle, and the glands. impulse called an action potential. control of skeletal muscle. The Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 87 of 113 Cohen Independent Research Group A typical neuron is composed of a cell body, action potential away from the cell body and dendrites, and an axon (Figure 14). The cell towards another cell. The end of the axon body by contains membrane-enclosed sacs filled with cytoplasm, which contains typical cellular neurotransmitters (e.g. dopamine, acetylcholine, components specialized glutamate). The site of communication between structures. The dendrites are short, tapering, two neurons, or between a neuron and a target highly branched, tree-like extensions that radiate cell such as a muscle cell or gland cell, is called off of the cell body. They are the input or a synapse. When an action potential in the first receiving end of the neuron that is electrically neuron reaches the end of the axon, the excited by another neuron or an appropriate neurotransmitters are released from the axon stimulus. The axon is a long, thin, cylindrical and act by either exciting or inhibiting the projection from the cell body. This is the output second neuron or target cell. contains a along nucleus with surrounded some end of the neuron that sends or propagates an Figure 14: Structure of a typical neuron Source: Company Presentation Some nerves have a protective, insulating during an action potential) and improving coating called a myelin sheath, providing conduction (i.e. action potentials travel faster). electrical insulation (i.e. less energy is lost The “white matter” of the nervous system is Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 88 of 113 Cohen Independent Research Group made up of aggregations of myelinated axons, perform whereas non-myelinated nervous tissues are components of the brain are the brain stem, the referred to as “grey matter”. cerebellum, the diencephalon, and the cerebrum THE SPINAL CORD certain functions. The main (Figure 15). The spinal cord serves as a pathway for The brain stem acts as a relay center for impulses going between the brain and the body. impulses going back and forth between the It contains an ascending pathway of sensory spinal cord, cerebellum, and the higher brain. It neurons and a descending pathway of motor is responsible for visual and auditory reflexes neurons. The spinal cord also acts as a major and contains specialized centers for the control reflex center. A reflex is a highly predictable of relationship between a stimulus and a response. control, and cardiovascular regulation. The Reflexes help to maintain homeostasis by substantia nigra within the brain stem works allowing the body to make extremely rapid with the basal ganglia of the cerebrum to control adjustments to changes in the environment. subconscious muscle activities. arousal and consciousness, respiratory THE BRAIN The brain has many components, each with different roles, yet many working together to Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 89 of 113 Cohen Independent Research Group Figure 15: Diagram of the main components of the Brain Source: Company Presentation The cerebellum participates in all voluntary and automatic aspects of movements, but does not The cerebrum is the largest part of the brain. It actually initiate movements. It monitors and controls our ability to read, write, speak, makes corrective adjustments in motor activities calculate, imagine, remember, etc. The outer as they are performed and contributes to the coating, called the cerebral cortex, contains: timing and sequencing of motor activities. sensory areas which receive and interpret sensory impulses; motor areas which initiate The diencephalon forms the central core of the movement; and association areas which deal brain thalamus, with complex integrative functions such as hypothalamus, epithalamus, and subthalamus. memory, emotion, reasoning, will, judgment, The thalamus acts mainly as a relay station for intelligence and personality. Another region of sensory impulses going to the cerebral cortex. the cerebrum, the basal ganglia, plays an The hypothalamus is a major regulator of essential role in the control of habitual and homeostasis, playing a role in controlling the automatic movements. and autonomic consists nervous of the system and body temperature, and in the regulation of emotion, The limbic system is comprised of all behavioral patterns, eating and drinking, and components of the nervous system involved in circadian rhythms. the control of emotional behavior Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 90 of 113 and Cohen Independent Research Group motivational desires. The main components of (involved in encoding, consolidation, and the limbic system are the amygdala (involved in retrieval of memories), and the hypothalamus the initiation, regulation, and modulation of (involved in recognition and physical expression emotional of emotion). responses), the hippocampus Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 91 of 113 Cohen Independent Research Group Appendix V – Company Management Team Steven B. Rash – Chairman and Chief Essam A. Sheta, Ph.D. – Director of Executive Officer Biochemistry Mr. Rash is a senior executive with a dynamic, Dr. Sheta has over 28 years of broad academic 20-year management career, building and and research experience in protein biochemistry leading profitable corporations nationwide. An and cancer cell signaling from Alexandria accomplished and versatile professional, Mr. University Rash is adept in all aspects of mergers and University, The University of Texas at San acquisitions, turnarounds, start-up scenarios and Antonio and The University of Virginia. Dr. business consolidations. Mr. Rash has been Sheta was awarded the prestigious Fulbright involved in 70 mergers and acquisitions from $1 Scholarship at The University of Texas at San million to over $600 million. Other significant Antonio where he provided the first bidomain accomplishments include licensing agreements structural proof of nitric oxide synthase, the and strategic alliances generating over $650 most complex human enzyme known. This was million in new revenues, FDA approvals, followed by his unique methodology in the first closing of 400 managed care contracts, and over commercial production of the enzyme by over 200 presentations to Fortune 500 Board of expression in E. coli. As an Associate Professor Directors. Recently, Mr. Rash was President and of CEO of American BioMed, Vice President of Alexandria University, he supervised several Blue Rhino Corporation and Division President graduate students for Master and Ph.D. degrees of Maxum Health Corporation, and held in biochemistry and served on the Fulbright numerous Vice President positions at BOC Committee Review Board in Cairo. the in Egypt, Department Washington of State Biochemistry at Group, PLC. Mr. Rash has a BS in Business Administration from the University of Delaware In 1998, Dr. Sheta was honored with an and an MBA from Southern Illinois University. Excellence in Science Award from Alexandria University for his distinguished research accomplishments. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 92 of 113 Cohen Independent Research Group Dr. Sheta has been a key member of the Sweden. He is the author of more than 90 scientific staff at Power3 Medical and has led publications, inventor of more than 20 patent several discoveries of many disease biomarkers. applications, and also serves on the Scientific He shared in drawing strategic plans for the Advisory Board of the Company. developmental methods and research in proteomics, clinical trial biomarkers validation, John P. Burton – Chief Financial Officer and commercialization of biomarkers. Dr. Sheta Mr. Burton is a senior executive with 25 years has also shared in the development of multiple of financial management experience with small business relationships and writing over 20 companies in the Houston/Gulf Coast of Texas patents and numerous peer review journals area. Prior to joining Power3, he was Vice publications. President and CFO of Wild Well Control, Inc. in Houston, TX. Subsequent to that, he was Ira L. Goldknopf, Ph.D. – Director of employed as CFO of a chemical company and a Proteomics water processing company, both also in Dr. Goldknopf has over 30 years of proteomic Houston. Immediately prior to joining Power3, experience. He is a well recognized pioneer and Mr. Burton was CFO of Affiniscape, Inc., a leader in Proteomics, having produced the first technology company in Austin, TX. In addition isolation, identification, and sequencing of a to financial management, his work experience is new protein spot on a 2D gel. He also primarily in cash management, cost control and discovered ubiquitin conjugation of proteins, human resource management. Mr. Burton has a which was added in the 2004 Nobel Prize in BBA and MBA from The University of Texas at Chemistry. He was cofounder of ProteEx in Austin. 2000 and prior to that was founding CEO of UbiquiTex Technologies, and cofounder and VP of R&D of FlowGenix Corporation. His experience also includes Manager GMP, QC/QA, and analytical operations, GAF/ISP and Triplex Pharmaceuticals. He spent 10 years on the faculty of Baylor College of Medicine and a sabbatical year at the Medical Nobel Institute, Karolinska Institute, Stockholm, Scientific Advisory Board The Company’s Scientific Advisory Board provides assistance in the research and development of the Company’s products. Unlike members of the Company’s Board of Directors, members of the Scientific Advisory Board other than Dr. Goldknopf, are not involved in the Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 93 of 113 Cohen Independent Research Group management or operations of the Company. The College of Medicine, Houston, Texas. After members of the Scientific Advisory Board are completing his Ph.D. in Chemistry, University as follows: of Birmingham, England, Dr. Atassi started his career in 1960 as Postdoctoral Research Fellow Dr. Stanley H. Appel, M. D. in Chemistry at the University of Birmingham. Dr. Stanley H. Appel, M. D. is Professor and Dr. Atassi was the 2003 President of the Chair of Neurology at the Methodist Hospital Institute of Immunobiology and he is the current Neurological Institute, Professor of Neurology Editor-in-Chief for The Protein Journal, Protein at Baylor College of Medicine, Director of the Reviews and Critical Reviews in Immunology. Vicki Appel MDA/ALS Clinic, and past- Dr. Atassi has published 14 books and several Director of the Alzheimer’s Disease Research volumes in Immunochemistry of Proteins and Center at Baylor College of Medicine in Immunobiology of Proteins and Peptides. He Houston, Texas. He also serves as the Director has given more than 150 lectures in national and of the Jerry Lewis Neuromuscular Research international conferences and more than 180 Center. Dr. Appel is a leading authority on invited seminars in U.S. and foreign universities degenerative neurological diseases, such as and research institutions. In addition Dr. Atassi Parkinson’s, ALS. has more than several hundred scientific the publications and has been awarded five United Specifically, Alzheimer’s Dr. Appel and focuses on importance of neurotrophic factors and immune States patents between 1996 and 2000. mechanisms, including the role of inflammatory cytokines in these diseases. He has served as an Ira L. Goldknopf, Ph. D. Advisory Board member of the Alzheimer’s Dr. Ira L. Goldknopf began his scientific career Disease and Related Disorders Association and over 30 years ago, pioneering the field that is as a Council member of the American Society now known as Proteomics. More than a decade of Neurochemistry. before the start of the Human Genome Project, Dr. Goldknopf made the earliest proteomic Zouhair Atassi, Ph. D. discovery at Baylor College of Medicine with Dr. Zouhair Atassi is the current Robert A. Harris Busch, the isolation, identification, and Welch Chair of Chemistry and the Professor of sequencing of a new protein from a two- Biochemistry and Molecular Biology at Baylor dimensional gel, Protein A24. During the course Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 94 of 113 Cohen Independent Research Group of these investigations, he discovered that protein A24 was the first known conjugate of Alan B. Hollingsworth, M. D. two very important proteins, Histone H2A, a Dr. Alan B. Hollingsworth received his M.D. part of the subunit structure that packages DNA with in the cell nucleus, and Ubiquitin. Through the Oklahoma College of Medicine in 1975 where work of Dr. Goldknopf and many others (over he served as First Vice-President of Alpha 9,000 publications in the ensuing years) – Omega Alpha Honor Medical Society. In including Aaron addition to his general surgery residency at the Ciechanover, and Alex Varshavsky, who shared University of Oklahoma, he completed a one- the 2000 Lasker Award for their achievements – year fellowship in surgical pathology at UCLA the Ubiquitin Conjugation System is now In the 1980s, he joined the first wave of known to play a major role in the management surgeons who chose to limit their practices to of the inventories of proteins in the cell, cell breast cancer. He was the Founding Medical proliferation, programmed cell death, and most Director of the University of Oklahoma Institute if not all major regulatory functions in health for Breast Health in 1993 where he held the G. and disease at the cellular level. Rainey Williams Chair of Surgical Breast Drs. Avram Hershko, Distinction from the University of Oncology. Currently, he serves as Medical Thomas E. Watts, M. D. Director of Mercy Women’s Center (Mercy Dr. Thomas E. Watts received his M.D. in 1975 Health Center, Oklahoma City) and Medical from Baylor College of Medicine. Dr. Watts is Director, Breast MRI of Oklahoma. His interest board certified, from American Board of Family in breast cancer risk assessment led to the Practice since 1972 and practiced medicine at publication of the first lay book on the subject, Blue Earth Medical Center in Minnesota from The 1975 to 1996 and is now practicing at the Assessment, and he served as lead author for the Kelsey-Seybold Clinic, The Woodlands, Texas. multi-institutional consensus paper published in As a physician with more than 30 years of the American Journal of Surgery by the national practice experience, Dr. Watts provides the breast cancer risk assessment working group. Truth About Breast Cancer Risk Company with insights from the perspective of the end user of the Company’s products. Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 95 of 113 Cohen Independent Research Group Appendix VI – Recent Events Power3 Medical Products Files Utility Patent "Power3's Application on Discovery that Distinguishes technologies apply directly to specific medical Between Parkinson's and ALS - New Power3 problems that continue to challenge physicians Study Reveals Serum Biomarkers for Early and patients worldwide," said Mr. Rash. "The ID of Parkinson's and ALS- biomarkers we have discovered create and September 20, 2006 Power3 Medical Products, Inc., announced proprietary protein discovery present significant and novel opportunities for drug targeting and monitoring therapeutic interventions." today that it has filed for a utility patent that encompasses multiple blood serum protein Mr. Rash said that the patent application adds to biomarkers useful in distinguishing patients Power3's portfolio of intellectual properties, with Parkinson's disease and ALS (Lou Gehrig's which currently includes 18 patents pending. disease). Power3 (www.Power3Medical.com) is "This IP can be licensed to pharmaceutical a leading proteomics company that develops companies, diagnostic test manufacturers for the proteomic testing and biomarker discovery for development early detection, monitoring and staging of making Power3 even more attractive to strategic diseases including breast cancer, Alzheimer's, partners in the diagnostic and pharmaceutical Parkinson's and ALS. arena," he said. The findings in the application "The biomarkers discovered by Power3 and have been published, he said, in two peer- described in the application for a utility patent reviewed scientific journals -- Expert Review of will form the basis of a blood test for early Proteomics and Biochemical and Biophysical detection and diagnosis, as well as be used to Research Communications -- and presented monitor the overall disease process in patients," earlier this year at the Experimental Biology said Steven B. Rash, the company's chairman International Conference. and CEO. Other major of commercial scientific applications, announcements by Power3 in recent weeks include, "Power3's Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 96 of 113 Cohen Independent Research Group Biomarkers 'Show Great for breast ductal fluid, backed by strong clinical Alzheimer's Diagnostics and Therapeutics" documentation. This 'living' database is the (Business Wire, August 30) and "Power3 foundation for our identification of more than Identifies for 500 protein biomarkers, and continues to Wire, expand through Power3's strategic partnerships Early-Detection Parkinson's Disease" Promise' Biomarkers (Business September 6). and world-wide collaborations." Power3 Makes Extensive Medical Research Power3 Available to Industry Partners Biomarkers for Parkinson's Disease September 13, 2006 September 6, 2006 Power3 Medical Products, Inc., a leading Power3 Medical Products, Inc. said today it has developer of proteomic testing and biomarker discovered discovery for early detection and monitoring of demonstrated the ability to identify Parkinson's neurodegenerative disease and breast cancer, disease in its early stages through serum-based said today it is making its medical research testing, as well as differentiate between database available to industry partners. Parkinson's and Parkinson's-like diseases. A The database - more than 2,000 patient samples leading proteomics company, Power3 Medical from the last five years used to identify more is developing proteomic testing and biomarker than 500 protein biomarkers - represents the discovery for early detection, monitoring, and platform for Power3's patent-pending proteomic staging of a broad range of diseases, including testing and biomarker discovery methods for Alzheimer's, early detection, monitoring and staging of a Gehrig's disease). broad range of diseases, including breast cancer, Steven B. Rash, the CEO of Power3, said the Alzheimer's, Parkinson's, ALS (Lou Gehrig's new biomarkers were identified in patient disease), and other neurodegenerative diseases. samples as part of an analysis of data conducted "The database offers a broad spectrum of patient during samples from our proteomic research," said validation study. Silvia Quintero of Power3's scientific team. "During the study, Power3 and our international "Specimens partners include human cells, serum, plasma, bone marrow, tissue, biopsies, and Identifies 11 the will Early-Detection biomarkers Parkinson's, company's further and which ALS on-going explore, have (Lou clinical evaluate, strengthen, and confirm the validity of these Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 97 of 113 Cohen Independent Research Group markers," Mr. Rash said. The study, he said, will encompass some 500 samples in all, and is "Our scientific team applied extensive analytical being conducted in cooperation with a major and statistical analysis which resulted in the European research institution and a leading selection of these five optimal biomarkers," said expert in the study of Neurodegenerative Mr. Rash. "We believe these protein biomarkers diseases. have the potential to be used in the development of high throughput serum-based diagnostic tests Power3's Biomarkers 'Show Great Promise' for Alzheimer's disease, and that understanding for Alzheimer's Diagnostics and Therapeutics the biological significance of these biomarkers August 30, 2006 could be beneficial in the establishment of new Power3 Medical Products, Inc. announced today therapeutic drug targets as well." that preliminary results of tests using biomarkers it discovered have shown greater 'Superstar' Biomarkers Used in Tests than 90% sensitivity in identifying patients with Preliminary tests by Power3 indicated that these Alzheimer's disease. A leading proteomics five biomarkers are capable of diagnosing company, Power3 Medical (is developing Alzheimer's disease, for which currently there is proteomic testing and biomarker discovery no blood serum diagnostic test. The tests methods for early detection, monitoring, and employ Power3's patent-pending methods to staging of a broad range of diseases, including monitor the concentration of a panel of five Alzheimer's, specific serum proteins, with a diagnostic power Parkinson's, and ALS (Lou Gehrig's disease). that appears to be independent of patient treatment protocols. These biomarkers have Power3 Medical CEO Steven B. Rash said his defined concentration ranges that indicate the company's biomarker breakthrough is based on presence of Alzheimer's disease. the isolation of five distinctive biomarkers from its portfolio of 47 previously identified protein "Preliminary sensitivity and specificity using biomarkers for neurodegenerative diseases. these biomarkers in the evaluation of more than "These five biomarkers," he said, "show great 200 patients continue to exceed expectations," promise and represent a major step forward as a Mr. Rash said, noting that further clinical tool for the diagnosis of Alzheimer's disease. evaluation will be completed by Power3 in the Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 98 of 113 Cohen Independent Research Group coming months with the support of one of its Institute of Biological Sciences (AIBS) to be on international strategic partners. its review panel for grant proposals related to "The process developed by Power3 will Parkinson's disease. continue to be refined during the validation The AIBS has been tasked by the U.S. Army stage, with the proficiency of these biomarkers Medical Research and Materiel Command supported by the biostatistical analysis program (USAMRMC) designed Treatment Research Program (NETRP) to in-house, specifically for the Alzheimer's diagnostic test." Neurotoxin Exposure and convene a peer review panel to review novel and innovative research proposals related to With tests on-going, Mr. Rash said Power3 "will continue to build relationships with U.S. and foreign companies who we anticipate will become our partners in the worldwide commercialization of these and other Power3developed diagnostic tests." Parkinson's disease. The USAMRMC is soliciting research proposals for studies on the pathophysiology, surrogate markers, mechanisms and treatment of Parkinson's disease and neurodegenerative Parkinson's-related conditions to include Dr. Essam Sheta, Director of Biochemistry of initiating causes, interaction of environmental Power3 to and genetic risk factors, epigenetic modifying American Institute of Biological Sciences' factors, with emphasis on exposure factors Parkinson's Review Panel encountered in military operations which may Medical Products, Named June 27, 2006 Dr. Essam Sheta, Director of Biochemistry of be neurotoxic or lead to neurodegenerative conditions. Power3 Medical Products, Inc., a leading Dr. Sheta took part in the AIBS review panel's proteomics company engaged in the discovery meetings in Reston, Virginia, earlier this month. of protein footprints, pathways, and mechanisms of diseases, has been named to the American Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 99 of 113 Cohen Independent Research Group Appendix VII – Forecast Charts Revenues - Base Case 200.0 1000% 800% 150.0 600% 100.0 400% 200% 50.0 0% 0.0 -200% 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenue Grow th in Revenues Segmentwise Revenue Breakup - Base Case 300.0 250.0 200.0 150.0 100.0 50.0 0.0 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Non-US Revenues Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 100 of 113 Cohen Independent Research Group Growth - Base Case 1000% 800% 600% 400% 200% 0% -200% 2006E Total Revenues 2007E 2008E 2009E Cost of goods sold 2010E 2011E 2012E 2013E 2014E 2015E Operating Costs Revenues - Optimistic Case 300.0 1200% 250.0 1000% 800% 200.0 600% 150.0 400% 100.0 200% 50.0 0% 0.0 -200% 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenue Grow th in Revenues Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 101 of 113 Cohen Independent Research Group Segmentwise Revenue Breakup - Optimistic Case 300.0 250.0 200.0 150.0 100.0 50.0 0.0 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Non-US Revenues 2015E Growth - Optimistic Case 1200% 1000% 800% 600% 400% 200% 0% -200% 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenues Cost of goods sold Operating Costs Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 102 of 113 Cohen Independent Research Group Revenues - Pessimistic Case 140.0 700% 120.0 600% 100.0 500% 400% 80.0 300% 60.0 200% 40.0 100% 20.0 0% -100% 0.0 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Total Revenue Grow th in Revenues Segmentwise Revenue Breakup - Pessimistic Case 100.0 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 0.0 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E Breast Cancer Tests Alzheimer's Tests Parkinson's Tests ALS Tests Drug Resistance Tests Non-US Revenues 2015E Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 103 of 113 Cohen Independent Research Group Free Cash Flow Equity - All Scenarios 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 0.0 -10.0 2006E 2007E Optimistic Case 2008E 2009E Base Case 2010E 2011E 2012E 2013E 2014E 2015E Pessimistic Case Free Cash Flows Equity - Base Case 50.00 in $ million 40.00 30.00 20.00 10.00 (10.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 104 of 113 Cohen Independent Research Group Net Cash Flow from Operations - Base Case 50.00 in $ million 40.00 30.00 20.00 10.00 (10.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2014 2015 Present Value of FCFE - Base Case 20.0 in $ million 15.0 10.0 5.0 0.0 -5.0 2006 2007 2008 2009 2010 2011 2012 2013 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 105 of 113 Cohen Independent Research Group in $ million Free Cash Flows Equity - Optimistic Case 90.00 80.00 70.00 60.00 50.00 40.00 30.00 20.00 10.00 (10.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Net Cash Flow from Operations - Optimistic Case 100.00 in $ million 80.00 60.00 40.00 20.00 (20.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 106 of 113 Cohen Independent Research Group Present Value of FCFE - Optimistic Case 30.0 25.0 in $ million 20.0 15.0 10.0 5.0 0.0 -5.0 -10.0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Free Cash Flows Equity - Pessimistic Case 30.00 25.00 in $ million 20.00 15.00 10.00 5.00 (5.00) (10.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 107 of 113 Cohen Independent Research Group Net Cash Flow from Operations - Pessimistic Case in $ million 35.00 30.00 25.00 20.00 15.00 10.00 5.00 (5.00) (10.00) 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 2014E 2015E 2012 2015 in $ million Present Value of FCFE - Pessimistic Case 14.0 12.0 10.0 8.0 6.0 4.0 2.0 0.0 -2.0 -4.0 -6.0 2006 2007 2008 2009 2010 2011 2013 2014 Copyright © 2006 by Cohen Independent Research Group. All rights reserved. This report may not be reproduced. Page 108 of 113 Cohen Independent Research Group Disclaimer: This report/release is for informational purposes only. All information contained herein is based on public information. Ethical Standards: Cohen Independent Research Group complies with securities laws. regulations and ethical standards as related to our legal and compliance requirements. Certain securities regulations are cited and disclaimed in our Disclaimer. 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