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Getting From Biotech to B-I-G Biotech: Recent Company. Transforming Deals Randall B. Sunberg, Morgan Getting From Biotech to B-I-G Biotech: Recent Company. Transforming Deals Randall B. Sunberg, Morgan Lewis & Bockius Gwen Melincoff, Adolor Corporation Joe Zakrewski, Eli Lilly and Company Marc Corrado, Aventis Pharmaceuticals Tom Burger, Genta Incorporated BIO 2003 Washington, DC June 24, 2003 1 www. morganlewis. com These confidential materials have been prepared by Morgan, Lewis & Bockius LLP solely for use in this conference.

Two Recent Company. Transforming Deals • Adolor - GSK • Alvimopan, originated at Lilly Two Recent Company. Transforming Deals • Adolor - GSK • Alvimopan, originated at Lilly and licensed out • Adolor collaboration with GSK for worldwide development and commercialization of this Phase 3 compound • Success leads to a separate direct relationship with Lilly • Genta - Aventis • Genasense™, a big step for Genta’s antisense technology • Genta collaboration with Aventis for worldwide development and commercialization of this Phase 3 product • Complementary fit with Aventis’ oncology franchise 2

Deal Trends • Pharmaceutical and biotech drivers toward partnering • Biotech research pay-off slower Deal Trends • Pharmaceutical and biotech drivers toward partnering • Biotech research pay-off slower than expected • Biotech shift downstream • Maximizing asset values • Shared expertise, risk and reward • Current industry environment of pipeline “gaps” and consolidations • Demand supply for late-stage products • Innovation gaps • Patent expirations and generic exposure • Independence requires a promising pipeline 3

Deal Trends • Interdependent relationship of collaboration partners • “Lead partner” status vs. “niche” Deal Trends • Interdependent relationship of collaboration partners • “Lead partner” status vs. “niche” roles • Exploiting each partner’s core expertise • Allocation of activities • Committees and sharing of information • Maintaining alignment of interests among partners • Non-competes and exclusivity • Duration of relationship • Ex-program activities • Quids 4

Deal Trends • Special deal factors and terms driven by current environment • Low Deal Trends • Special deal factors and terms driven by current environment • Low valuations, more demanding partners and aversion to risk • Reduced buy-in fees, and more (but smaller) milestones • Reimbursements of fees, and caps on investment obligations • Termination rights upon changes in assumptions • Surprises - Good and Bad • Changes-in-control • OTC switches • Patent challenges • There’s no such thing as a “typical” deal 5

Questions for Discussion • Single vs. Multiple Collaborations: What is the best approach to Questions for Discussion • Single vs. Multiple Collaborations: What is the best approach to maximize value, and yet build a successful alliance? • Scope of Collaboration: What are the most important activities for a biotech company to retain in a collaboration, yet still gain the benefit of its big pharma partner’s expertise? • Governance: What are the biggest challenges in managing a collaboration? • Beyond the First Big Deal: After the “company-transforming” deal, what comes next? • Impact of Current Financing Environment: What survival techniques can be used? • Impact of Current M&A Environment: What are the opportunities and pitfalls? • Experiences from the Front: “War stories” that others can learn from. . . 6