Stories in Entrepreneurial Finance

1. Stories in Entrepreneurial Finance Stephen From, President and CEO EyeGatePharma November 29, 2011

2. Table of Contents • Background on myself • EyeGate summary overview • Funding an Opportunity • Wrap-up

3. Who Am I? Stephen From President & Chief Executive Officer • Over 15 years’ experience in finance with a focus on life sciences • Previously, CFO Centelion, a biotechnology subsidiary of Sanofi-aventis • Former investment banker specializing in the biotechnology and medical device sectors, most recently at Banc of America securities • Had several small business endeavors prior to finding path that lead me to this spot • Received BSc from University of Western Ontario (London, Canada) • Received Diploma in Accounting from Wilfrid Laurier University (Waterloo, Canada) • Chartered Accountant – did my time with Price Waterhouse (Toronto, Canada) • Investment Banker • started in Toronto, Canada (BZW - M&A boutique focused in Telecom sector) • Moved to London, UK (Citibank, ING Barings: from telecom to healthcare) • ING sent me to NY • Back to London with Robertson Stephens, Bank of America) • CFO: Centelion in Paris, France (biotech company being spun out by Aventis) • CEO: EyeGate in Paris then to Boston

4. Table of Contents • Background on myself • EyeGate summary overview • Funding an Opportunity • Wrap-up

5. Company Mission Eliminate Two Major Issues Currently Faced by Eye Care Practitioners • ISSUE #1 • PATIENT NON-COMPLIANCE • ISSUE #2 • LOW PATIENT THROUGHPUT

6. EyeGate® II Delivery System • Non-invasive, iontophoretic therapeutic delivery that dramatically increases onset of action • Capable of delivering a wide variety of drug types ranging from small molecules to proteins • In-office procedure that takes under four minutes • All eye care practitioners can perform the procedure • CE Marked and 510(k) route acceptable to FDA EyeGate® II Delivery System Eliminates the Issues of Patient Compliance and Patient Throughput while Decreasing Safety Risks

7. Corporate Overview • Lead product candidate EGP-437: • A platform specific formulation of dexamethasone phosphate • Potent anti-inflammatory agent • Commercial launch expected in late 2013 for anterior uveitis • Expand label to dry-eye, scleritis and other inflammatory indications • EyeGate®II Delivery System: • A small, elegant, and easy-to-use device that delivers drugs non-invasively and quickly • Capable of delivering a wide variety of therapeutics • Studied in over 400 people and over 1,200 treatments • Specialty pharmaceutical company (Ophthalmology) founded in 1998 • VC funded, private Delaware corporation located in Waltham, MA • Sufficient cash in-hand to fund Phase III trial in anterior uveitis • 8 full-time employees • Research programs include: • Reformulated antibiotic for Bacterial Conjunctivitis • Customized protein for Age-related Macular Degeneration • Control-released nanoparticles for Glaucoma

8. Investment Highlights Source: 1. Uveitis Therapeutics – Pipeline Assessment and Market Forecasts to 2017, Global Data, April 1, 2011

9. Initial Business Strategy and EGP-437 Fast Initially Reformulating Generics to Validate Technology and Business Case • Low Risk: Understood safety and efficacy profile • FDA 505(b)(2) route • Multiple approved compounds to choose from • Reformulated product becomes proprietary • EGP-437 • A platform specific formulation of dexamethasone phosphate • Potent anti-inflammatory agent • Three clinical studies completed to-date including one study for EGP-437’s lead indication, anterior uveitis • No observed increases in intra ocular pressure • U.S. Patent filed in February 2009

10. Peak Year Sales Potential • EGP-437 has potential to achieve annual peak revenue of approximately $340 million in the U.S. and $200 million in ROW

11. Ownership • Raised $55.4 million • EyeGate’sownership on a fully diluted basis, assuming all options granted and exercised and all warrants exercised illustrated below:

12. Table of Contents • Background on myself • EyeGate summary overview • Funding an Opportunity • Wrap-up

13. So you have an idea!!! • Communicating to target audience • Friends & Family • Angel investors • Venture capitalists • Strategic investors • Institutional investors

14. So you have an idea!!! • Mission Statement PURPOSE Who Cares?

15. So you have an idea!!! • Mission Statement Vision Statement "Preservation of sight" was the driving force behind the founding of InSite Vision in 1987 and remains so today. We pursue that vision through the development of innovative technologies and products. Advancing the treatment of eye disease guides our resource investments and the search for more effective "solutions for sight." We are committed to providing these solutions to patients and physicians and, in doing so, building the long-term value of InSite Vision for our global shareholders and partners. This statement could be talking about any ophthalmic company!

16. So you have an idea!!! • Mission Statement • pSivida is a leader in the development of miniaturized, injectable, drug delivery systems. Who Cares? 2 steps away from answering question

17. So you have an idea!!! • Mission Statement focused on treating unmet ocular medical needs with the EyeGate® II Ocular Drug Delivery System, a non-invasive drug delivery technology that has the potential to treat multiple ocular diseases. General!! addressing the need for an alternative mode of ocular drug delivery because there are safety and efficacy drawbacks posed by current ocular delivery applications, such as eyedrops, injections or implants, which are hindered by low bioavailability, collateral toxicities, sight-threatening infections and/or retinal damage. Who cares??

18. So you have an idea!!! • Mission Statement • developing therapeutics designed to address two major issues in the ophthalmic space, patient compliance and patient throughput. Who cares?? • Non-compliance is the main cause of treatment failure which leads to temporary or permanent loss of vision. • Low patient throughput limits number of patients treated and limits revenue for doctor 1 step away from answering question

19. So you have an idea!!! • Mission Statement Organize the world’s information and make it universally accessible and useful. GOOGLE

20. So you have an idea!!! • Mission Statement Committed to bringing the best user experience to its customers through its innovative hardware, software, peripherals, and services. APPLE

21. Moving Forward • Business plan and executive summary • Tells a story • Problem > your solution • Market opportunity • Key investment highlights

22. Cash • Sources of cash • Revenue • Non-dilutive • Debt • Non-dilutive and/or dilutive • Equity • Dilutive • Strategic partnership • Non-dilutive and/or dilutive

23. VC’s …..understand who you are and ….figure out what you want to be when you grow up

24. Friday. VC’s Creating Value • Realizing ROI requires exit • IPO? • M&A? • The exit path will influence valuation and deal terms Ten-Year Venture Capital Returns Continue To Slide

25. VC’s • Valuation What value are you willing to accept???? • Valuation • Multiple • ROI • Comparable company analysis • Net present value

26. VC’s • Term sheet • Liquidation preference • Multiple liquidation preference • Anti-dilution: full ratchet vs weighted average • Pay-to-play provision • Drag and tag alongs • Incentive plan (options): limited exercise period, reverse vesting • Board seat

27. VC’s • Board seat • Alignment between investor and mngt • Exit: IPO vs M&A • Stand-alone or integrated

28. Table of Contents • Background on myself • EyeGate summary overview • Funding an Opportunity • Wrap-up

29. Success? • Characteristics required??? • Fear of failure • Drive or ambition • Curiosity • Desire for learning • Discipline – tenacity • Diplomacy • Leader • Belief

30. Stories in Entrepreneurial Finance Stephen From, President and CEO EyeGatePharma November 29, 2011