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Due Diligence: The Unsung Hero in the Deal Process

Due Diligence: The Unsung Hero in the Deal Process. Presented to:. The DO’s and Dont’s. Health Advances, LLC • 9 Riverside Road • Weston, Massachusetts 02493 • USA tel: +1 781.647.3435 • fax: +1 781.392.1484 www.healthadvances.com CONFIDENTIAL. February, 2009. The Panel.

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Due Diligence: The Unsung Hero in the Deal Process

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  1. Due Diligence: The Unsung Hero in the Deal Process Presented to: The DO’s and Dont’s Health Advances, LLC • 9 Riverside Road • Weston, Massachusetts 02493 • USA tel: +1 781.647.3435 • fax: +1 781.392.1484 www.healthadvances.com CONFIDENTIAL February, 2009

  2. The Panel • Marie Schiller, Partner, Health Advances LLC • Clare Fisher, Snr. Director, Oncology Business Development, Genzyme Corporation • Janice Olson, VP of Program Management, Genzyme • Philip T. Chase, VP of Legal, Alnylam Pharmaceuticals, Inc. • Young T. Kwon, Director, New Ventures and Business Development, Biogen Idec

  3. Due Diligence: Definition • Legal definition:Due diligence is a measure of prudence, activity, or assiduity, as is properly to be expected from, and ordinarily exercised by, a reasonable and prudent person under the particular circumstances; not measured by any absolute standard but depends on the relative facts of the special case." • .......In other words, to a potential acquirer, due diligence means: • "making sure you get what you think you are paying for."

  4. The Diligence Team Program Management Legal Preclinical/CMC Finance Clinical • Due Diligence Business Development Regulatory Commercial • Market Research • Competitive Intelligence • Company Documentation

  5. The Seller: Do’s and Don’ts • Centralized, clear communication • View your program through the other company’s eyes • Plan far in advance • Identify weaknesses • Prep key customers • Conduct practice runs • Reactively prepare for diligence • Hide key risks • DOs • DON’Ts

  6. The Buyer: Do’s and Don’ts • Challenge every assumption • “Assess the opportunity cost to your own organization” • Focus on competitive intelligence • Quickly identify most sensitive inputs • Assess the burden to your own R&D organization (what “clean-up” work will we have to do?) • Treat it as a creative process • Rely solely on data presented by seller • Change “go” criteria mid-stream • Assume you can quickly shift product development path or positioning strategy • Solely focus on finding the “warts” • DOs • DON’Ts

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