General Information

Life Science & Healthcare Practice

TVM Capital Life Science & Healthcare Practice

General Information

Table of Content

1) Equity Financing Solutions for the Healthcare & Life Science Industries

2) Selected Portfolio Exits

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Equity Financing Solutions for the Healthcare & Life Science Industries

The TVM Capital Life Science & Healthcare Practice is a dedicated provider of life

science venture capital and healthcare private equity to the international,

pharmaceutical, biopharmaceutical, medtech and healthcare services industries.

The TVM Capital Life Science & Healthcare Practice currently manages €860 million

(US$1.3bn) of committed capital from more than 50 investors. The investment

professionals draw upon the experience, international approach and demonstrated

success of more than 70 exits from 110 investments over more than 25 years. This

includes 37 initial public offerings on the Nasdaq, and the London, Frankfurt, Zurich

and Vienna Stock Exchanges and 24 trade sales. The two teams combine this long-

standing international investment experience and operating track records with

extensive global networks and knowledge of local markets. For more than 20 years,

our mission has been to invest in the development and growth of exciting companies

who are or aspire to be leaders in their market segment, and to be resourceful and

supportive strategic partners to founders, owners and managers alike.

TVM Capital is Private Equity International’s “German Private Equity Firm of the Year

2008”, was ranked 18th in the list of the leading 100 venture capital companies in the

world by Red Herring Magazine in September 2009, and received the M&A Advisor

Corporate/Strategic Acquisition of the Year Award in December 2009 for the $300

million acquisition of portfolio company Direvo Biotech AG by Bayer HealthCare AG

in September 2008.

The Life Science Venture Team focuses on classic VC (deals in early to late stages

with a focus on product innovation) whereas the Healthcare Private Equity Team

engages in growth capital and small to mid market buyouts with excellent growth

prospects in the healthcare industry.

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The operating entity of TVM Capital for private equity investments in healthcare

services and pharmaceutical companies in the Middle East and Northern Africa is

TVM Capital MENA Ltd., Dubai.

Life Science Venture Capital

Creating value through long-standing investment experience and the application of new models of capital efficiency in the financing of product innovation.

The TVM Capital Life Science team successfully pioneered biotech VC investing in

Germany and Europe for many years. From its starting point as an investor in

entrepreneurial discovery stage venture capital companies in the early nineties, the

investment strategy over the years has morphed into a multi-stage investment

approach spanning discovery and development stage companies with diversified

product portfolios, technology platforms, single drug development projects as well as

investments in market ready products in the pharma and medtech markets.

Today, capital efficiency is paramount for the discovery and development stage

biotech industry today —smaller internal teams, strong international networks and

international off-shoring and outsourcing are key instruments to reach this objective.

At a time when every step of the pharmaceutical industry value chain is a service

business, capital efficiency questions in development must be addressed differently.

Maximum value, capital efficiency and risk balance by investing into project focused

R&D stage pharmaceutical assets is our answer to the life science industry’s shifted

investment paradigm. With more than two decades of experience in building

entrepreneurial companies, we are astute at identifying opportunities to take projects

and companies to value inflection points. This is coupled with the ability to finance a

company through the more capital intensive stages of development, from our own

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investment funds and a strong syndication capability—enabling our portfolio

companies to fully realize their potential.

Investment Focus of the Life Science Venture Capital Practice

• Opportunities to create value through in-licensing or acquisition of innovative

products as a result of restructuring in large pharmaceutical companies or

restarts at development stage biotechnology companies

• Companies that focus on the cost efficient development of a promising drug

candidate or a family of drug candidates, usually from pre-clinical stage to

first proof-of-concept in man (Phase IIa).

• A broad range of other venture capital deals in Europe and the U.S. that span

the entire universe from early stage biotech platform technology companies

to companies active in the medtech, (molecular) diagnostic and other fields of

product innovation in the life sciences.

Healthcare Private Equity

Combining deep industry expertise with strong financial skills for growth and profitability driven private equity transactions in the European healthcare market In Europe, the healthcare industry is dominated by small and medium-sized

entrepreneurial and family-owned businesses (SMEs). Many of these companies are

highly profitable and have been growing successfully over many decades. They

indeed still enjoy excellent growth prospects based on their quality, innovation,

strong manufacturing base and leading market positions, At the same time their

business prospects are increasingly challenged by globalization and cost pressures

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in many of the sub-segments of the healthcare markets. This situation - that asks for

new strategies, including international partnering, access to new markets and

products and new ways of financing growth - represents a natural opportunity for a

highly specialized investment team that offers to company owners and management

teams new ways of looking at their growth and financing strategies.

TVM Capital is a highly attractive partner for European SMEs in the healthcare

industry that are considering private equity transactions at a time when there is

already substantial industry to industry deal making and restructuring activities. Our

focus is on providing flexible and custom-made solutions to many types of needs,

including restructuring of shareholder groups to opening of new avenues for growth.

For large corporations in the healthcare industry, we are an excellent partner for

strategic transactions as a result of internal refocusing, strategic divestiture of

products, product portfolios or entire business units

Private Equity transactions in healthcare require deep industry knowledge and

networks. Over the last 20 years, and in particular since we started to extend our

focus from venture capital to financing growth in mid-market companies in 2007, we

have built excellent and far reaching relationships in the industry in Europe and the

U.S., as well as establishing a network of collaborators and partners in some of the

fastest growing emerging healthcare markets of the world: India, East Asia and the

MENA region. This is an important component of our ability to actively work with

industry partners – small and large – to create new business concepts, strategies

and opportunities for growth and profitability.

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Investment Focus of the Healthcare Private Equity Practice

• European healthcare SMEs with excellent growth prospects in need of

expansion capital and a supportive industry network to finance & actively

contribute to their business expansion and/or reorganizing of their

shareholder base.

• Corporate disposals of marketed products or product portfolios or entire

business units that are no longer part of the core strategy of the parent

company and that can constitute stand-alone companies with excellent

growth prospects if given the right support and environment

• Buyouts of shareholder positions in attractive European SME’s in Pharma,

Medtech and Healthcare Services, very often in combination with a growth

capital financing to supporting the positive business fundamentals already

existing in these companies..

TVM Capital Life Science & Healthcare Team Dr. Helmut Schühsler, Chairman

• Managing Partner of TVM Capital in Munich and Boston. Since joining TVM

Capital in 1990, he has been the deal maker on more than 20 direct

investments in life science companies in Europe and the U.S. and has

overseen more than 80 investments in the health market in total.

• Chairman and Senior Executive Officer of TVM Capital MENA Ltd., Dubai,

UAE. TVM Capital MENA manages the first dedicated healthcare private

equity fund for the MENA region. The Fund had a first closing at US$40m in

February 2010.

• In 2007 and 2008, he served as chairman of the European Private Equity and

Venture Capital Association (EVCA).

• Serves on the boards of Curacyte AG and DeveloGen AG

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• Expertise in all transaction stages

• Member of the Supervisory Board of Max-Planck Innovation GmbH, the

technology transfer institution of the Max Planck Society, member of the

Selection Committee for the Technology Pioneers program as well as the

Steering Committee of the Entrepreneurship and Successful Growth

Research Program of the World Economic Forum, the International Advisory

Board of National Technology Enterprises Corporation (NTEC), Kuwait and

the advisory board of Evolvence Life Science India Fund, Hyderabad, as well

as a member of the Science Innovation Board

Life Science Venture Capital Team: Hubert Birner, General Partner, Munich

• Serves on the board of Argos Therapeutics, Inc, Spepharm Holding BV,

Evotec AG, ProteonTherapeutics, Inc., Nitec Pharma AG and BioXell S.P.A.

• Over many years, he was the Chairman/Vice Chairman of Direvo Biotech AG

(Cologne, Germany) and Jerini AG (Berlin, Germany) which were acquired in

2008 by Bayer HealthCare AG and Shire Ltd.

• Former head of business development and marketing at Zeneca

• Expertise in R&D management, joint ventures and metabolic diseases

Alexandra Goll, General Partner, Munich

• Responsible for more than 20 TVM Capital investments since 1998;

• Serves on the board of Albireo Ltd., Biovertis AG, Cerenis Therapeutics and

Wilex AG

• Expertise in strategic marketing and business development including clinical

development and strategic commercialization management, from 12 years

operating experience at Roche Pharma.

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Jens Eckstein, General Partner, Boston

• Board seats at Anchor Therapeutics, Inc., CoNCERT Pharmaceuticals, Inc.,

Enanta Pharmaceuticals, Inc. and SelectX Pharmaceuticals, Inc.

• Expertise in virtual asset development, autoimmune disorders and oncology;

formerly with Enanta and Mitotix

Axel Polack, General Partner, Munich

• Member of the board of Noxxon Pharma AG, Genetix Pharmaceuticals, Inc.,

invendo medical GmbH and f-Star

• Former managing director of Innovative Technologies Neuherberg (n.k.a.

Ascenion), the technology transfer institution of the GSF

• Expertise in oncology, oncogene activation, gene regulation, immunology

Peter Neubeck, Principal, Munich

• Formerly with Novartis Pharma as Global Project Leader for the

Cardiovascular & Metabolism Business Franchise, and manager in the

Novartis Pharma Strategic Planning Group focusing on the global disease

area strategy

• Medical studies at Ludwig-Maximilians-University München and Harvard

Medical School and an MBA at INSEAD

Irena Melnikova, Principal, Boston

• Launched and produced “Future in Focus,” for Leerink Swann and was a

member of the biopharma investment banking team

• PhD in Molecular Medicine/Molecular Biology from the University of Texas

and an MS with Honors in Chemical Engineering from Russian University of

Chemical Technology

• Regular contributor to the “Analyst Couch” section of Nature Reviews in Drug

Discovery magazine

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Healthcare Private Equity Team

Christoph Schröder, General Partner, Munich

• Formerly BASF Pharma, member of the executive board (President Global

Production and Corporate Marketing); Head of Strategy/M&A

• Broad and long lasting expertise and track record in >80 M&A and licensing

transactions

• Currently serves on the boards of Riemser AG and Probiodrug AG

Bernie Schuler, Senior Advisor, Munich

• Former partner and head of healthcare at 3i buyouts in Frankfurt; built and

led the European dedicated HC Team covering the partnership’s global HC

investment activities

• Gained extensive and hands-on board experience in major pharmaceutical

investments including betapharm, Axellia Pharmaceuticals, Pulsion Medical

Systems

• Led part of an organizational change towards a sector-based structure within

3i and was a member of 3i’s Market Leaders Committee

Keiarasch ‘Kia’ Parssanedjad, Principal, Munich

• Formerly at McKinsey & Company and Venturepark Incubator

• Expertise in LBO transactions and business growth strategy

• Medical studies at the University of Essen, Germany, at Harvard University,

Boston, USA and at St. Johns Medical College, Bangalore, India

Anton Karremann, Senior Industry Advisor, Munich

• Former member and CFO of the Executive Board of the Rentschler group

• Intimate operational knowledge of the pharmaceutical and biotechnological

industry

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• Closed significant company and licensing transactions and oversaw

Rentschlers’ transformation to a leading biopharmaceutical specialist

Global Representations

Hui Hsing Ma, General Partner, Singapore / Munich

• Formerly of Vertex Management, Global Biotechnology Investment Division

• First hand experience in Asian growth, mezzanine and venture capital deals

and corporate finance

• Expertise in international business strategy and development

TVM Capital MENA Ltd. , Dubai Marios Fotiadis, Managing Director, Dubai

• Formerly with Advent International and Cowen Capital Partners; investment

banker with Cowen & Company; CEO of Achillion Pharmaceuticals

• Eight years expertise in growth and venture capital transactions

• Focus on investments in healthcare services and pharmaceuticals in

Southern Europe and the MENA region

Youssef Haidar, Partner Investments and Head of Finance

• On-the-ground investment banking, advisory and direct investment

experience in 12 countries in Europe, the GCC and the Levant

• Managing Director at Unifund Capital Financial Investments in Abu Dhabi,

heading the Investment Banking Unit with core market coverage of UAE,

Egypt and KSA; managed a team of 12 professionals in Dubai, Abu Dhabi

and Cairo

• Board Member at Naeem Financial Investments in Egypt.

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• Corporate Finance, Valuation and Strategy and Transaction Services Units at

PricewaterhouseCoopers, London and Lebanon

Hoda Abou-Jamra, Founding Partner

• CEO of Boston BioCapital, LLC, a strategic partner of TVM Capital for the

establishment of an investment operation in the MENA region

• Founder and CEO of the BioExec Institute, Inc., a non-profit organization

dedicated to the life science industry;

• Manager of sales, marketing, and business development in several

biotechnology and pharmaceutical companies, including Acumen Sciences,

Inc., Incyte Genomics, Inc., Boiron Laboratories and Bayer Corporation

• Member of Senator John Kerry's campaign finance committee for the 2004

elections and theBIO Business Forum Committee and International

Subcommittee

• Graduated from Northeastern University with a Pharmacy Degree

Prof. Frank Christ, Technical Partner

• CEO & Founder of Munich Medical International Ltd. (MMI). Head of the

Ultrasound Academy, Dubai. CEO of Munich Dubai Center. Head of the

Planning Team for the Harvard Medical School Dubai Center Simulation

Center

• Joint Head of the Entrepreneurship Program of LMU Munich University. Head

of Management Program for Hospital Administrators. Consultant for Harvard

Medical International. Additional international management experience in

Croatia (University of Zagreb) and Japan (Tokyo Dental and Medical

University)

• Consultant for medical technology companies including Cytometrics, Domed

Medical Devices, Siemens, Abbott, Baxter, and Edwards Life Science

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Examples from the TVM Capital Life Science & Healthcare Portfolio:

R&D Stage Companies

Anchor Therapeutics, Inc.: Anchor Therapeutics is a preclinical-stage

platform company pioneering an exciting new class of drugs. Ascent’s

proprietary drug molecules are designed to modulate members of some of

the largest classes of therapeutic target families by a novel and unique

mechanism of action. ConCERT Pharmaceuticals: Concert uses precision deuterium chemistry to

create novel first- and best-in-class medicines, leveraging clinically proven

drugs to reduce risk.

Development/ Mid-Stage Companies Albireo, Ltd.: Albireo is an Astra Zeneca (Sweden) spinout with a focus on

developing products in the gastro-intestinal field which have a high unmet

medical need and limited therapeutic options.

Argos Therapeutics, Inc.: Argos is an immunotherapy company dedicated

to the treatment of metastatic cancers and chronic infectious diseases

resistant to current therapies. Argos also has developed a platform

technology for the creation of vaccines containing potent immuno-stimulating

dendritic cells loaded with the messenger RNA of the antigenic target. DeveloGen AG: DeveloGen is establishing new therapeutic approaches in

metabolic disease, specifically Type I and Type II diabetes, and acromegaly. Genetix Pharmaceuticals, Inc.: Genetix Pharmaceuticals develops and

commercializes gene therapy treatments for rare and chronic conditions.

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Revenue Stage Healthcare SMEs EUSA Pharma, Inc.: EUSA Pharma has a strong and growing portfolio of

specialized hospital medicines focused on oncology, pain control and critical

care markets in Europe and the U.S. EVOTEC AG: Evotec AG, Hamburg (Frankfurt Stock Exchange: EVT,

TecDAX) is a leader in the discovery and development of novel small

molecule drugs with operational sites in Europe and Asia. The Company has

built substantial drug discovery expertise and an industrialized platform that

can drive new innovative small molecule compounds into the clinic. In

addition, Evotec has built a deep internal knowledge base in the treatment of

diseases related to neuroscience, pain, oncology and inflammation

Spepharm Holding BV: Spepharm is a specialty pharmaceutical company

with marketed products for intensive care and cancer treatments dedicated to

the EU market. MediGene AG: is a publicly listed (Frankfurt, Prime Standard: MDG)

biotechnology company located in Martinsried/Munich, Germany, with

subsidiaries in Oxford, UK and San Diego, USA. MediGene is the first

German biotech company to have marketed drugs that are distributed by

partner companies. MediGene has several drug candidates in clinical

development. In addition, the company has numerous projects in research

and pre-clinical development and possesses innovative platform

technologies. Riemser Arzneimittel AG: is a German specialty pharmaceutical company.

The corporation belongs to the progressively expanding companies within the

pharmaceutical industry in Germany since it was privatized in 1991 and has

expanded considerably since then. Today it is active in both human and

veterinary medicine. Core competences of human medicine are drugs to

counteract epidermal and cancerous diseases, cardiovascular diseases and

tuberculosis, as well as dental drugs. In veterinary medicine the company

focuses on vaccinations.

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For more information please contact:

TVM Capital GmbH Maximilianstr. 35 C 80539 Munich ++49 (89) 998 992-0 www.tvm-capital.de

TVM Capital Corp. 101 Arch Street, Suite 1950 Boston, MA 02110, USA +1 (617) 345 9320 www.tvm-capital.com

TVM Capital MENA Ltd. Dubai International Financial Center,Gate Village Business Center, Building 4, Level 3 P.O. Box 113355 Dubai, UAE www.tvm-capital.ae

Selected Portfolio Exits Intercell AG, Austria (www.intercell.com) Intercell focuses on the design and development of vaccines for prevention and

treatment of infectious diseases. The company develops vaccines based on

antigens and immunizers that are derived from their platform technologies. With one

approved product for Japanese Encephalitis Virus, a common travellers’ disease,

and several clinical stage products in development and five follow-up candidates,

Intercell has a promising product pipeline. The company has its own in-house

manufacturing capability and has built strategic partnerships with several global

pharmaceutical companies, among them Novartis and Merck. Intercell was founded

in 1998 in Vienna. The company also has a vaccine manufacturing plant in

Livingston, Scotland, and a business development entity in the United States

(Mooresville, NJ). Intercell employs 250 biotechnology scientists, operations

executives and support staff. In 2007, Intercell generated annual revenues of €53.3

million and spent €40.4 million on R&D. It is currently valued at more than €1.2

billion on the Vienna stock exchange.

Key Driver of Company Success: Management team: Intercell was founded by an

international team of highly qualified and reputable scientists in molecular biology at

the Vienna BioCenter. A key characteristic that differentiated them from other teams

was their profound research capabilities acquired through many years of academic

research.

TVM Capital Involvement: TVM Capital was an important financial partner because

they could appreciate the international focus of the company and also utilized the

investment team’s global relationships as the company grew to need expertise in

manufacturing, sales and distribution. TVM Capital Managing Partner Helmut

Schühsler served on the company board since inception and provided key strategic

advice and related contacts that enabled Intercell to grow through the development

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of both internally developed and in-licensed products. In 2004, the company in-

licensed a late-stage product to complement their early-stage pipeline and move

closer to the market. This product (Japanese Encephalis Vaccine, “JEV”) came to

Intercell through the TVM Capital network. The acquisition of JEV made it much

easier to take the company public and raise fund through the public markets.

Co-investors with TVM Capital Kapital & Wert, Weiner Städtische (regional investors), Apax Partners, Nomura

Phase4 Ventures, Global Life Science, MPM Capital, and Star Ventures

Exit: 2005 IPO on the Vienna stock exchange

Investment Period: 8 years

Jerini AG, Germany In summer 2007, Shire Limited announced the strategic acquisition of Jerini AG at a

price of Euro 6.25 per share to the shareholders of Jerini AG. The offer price

corresponded to a premium of approximately 200 percent over the volume-weighted

average stock price of Euro 2.09 of Jerini AG shares during the three months prior to

the announcement of the offer.This cash-for-cash transaction valued Jerini at

€328.3M ($518.8 m). According to Credit Suisse, the acquisition of Jerini by Shire

was the first cash-for-cash acquisition of a public German biotech company and

among the top five biotechnology M&A deals in European history.

Key Driver of Company Success: Great science: As the developer of Bradikinin B2

receptor based drugs for angioedema and severe burn, and the development of

drugs for ophthalmic disease indications, Jerini had ample opportunities to

collaborate with leading global pharmaceutical companies including Baxter AG,

Shire Ltd., PR Pharmaceuticals and Alcon.

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TVM Capital Involvement: The largest investment by TVM Capital to date. TVM

Capital Partner Hubert Birner served on the Supervisory Board and was instrumental

in M&A negotiation prior to the acquisition. He served as Vice Chairman of the Board

throughout all the years of investment and led the company through several

challenging situations include a senior management change over.

Co-investors with TVM Capital: 3i, IBB Sanders Morris Harris, Polytechnos, tbg

Exit: 2005 IPO on the Frankfurt Stock Exchange, 2008 Strategic Acquisition by

Shire Limited

Investment Period: 7 years

Sirtris Pharmaceuticals, United States On June 6, 2008, GlaxoSmithKline (GSK) completed the acquisition of Sirtris

Pharmaceuticals for approximately $720 million (€467 M) through a cash tender offer

of $22.50 (€14.59) per share. Through the acquisition of Sirtris, GSK will significantly

enhance its metabolic, neurology, immunology and inflammation research efforts by

establishing a presence in the field of sirtuins, a recently-discovered class of

enzymes that are believed to be involved in the aging process. Sirtris

Pharmaceuticals has established a drug discovery capability to exploit sirtuin

modulation for the treatment of human disease, an approach that has the potential to

generate multiple clinically and commercially important products. Their focus to date

has been on the development of SIRT1 activators for the treatment of Type 2

Diabetes Mellitus (T2DM).

Key Driver to Company Success: Focus of management and investment team on

building and executing on a clearly defined business model.

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TVM Capital Involvement: TVM Capital provided significant support and guidance

to the company from its inception. Specifically, TVM Capital Partner Jens Eckstein

provided instrumental operations assistance in the structuring and management of

company labs, the development of assays, and the development of a strategy to use

a contract research organization for medicinal chemistry activities.

Co-Investors with TVM Capital: Polaris Venture Partners, Cardinal Partners,

Skyline Ventures, Three Arch Partners

Exit: 2007 IPO on NASDAQ, 2008 acquisition by GlaxoSmithKline (GSK)

Investment Period: 3 years

Direvo AG, Germany In September 2008, Direvo Biotech AG announced the sale of its

biopharmaceuticals business to Bayer HealthCare for €210 million (~$300 million

USD) in an all cash deal. Bayer HealthCare AG acquired the pharmaceutical

business of Direvo Biotech AG to strengthen its research competence in biologicals

for its pharmaceutical division Bayer Schering Pharma. To our knowledge, this M&A

transaction is the largest acquisition of a private German biotechnology company in

the history of this industry (the Shire – Jerini acquisition, also a TVM Capital portfolio

company, being the first cash-for-cash acquisition of a public German public biotechnology company and among the top five biotechnology M&A deals in

European history).

The Direvo pharmaceutical business is being integrated into the Bayer Schering

Pharma global drug discovery organization. The site in Cologne will be maintained

and developed into a Bayer Schering Pharma global center of expertise for biologics

research alongside other global R&D centers in Germany (Berlin and Wuppertal)

and the USA (Berkeley).

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Key Driver to Company Success: Strong research and using this internal

capability to restructure company strategy.

TVM Capital Involvement: TVM Capital was an initial investor in the company, and

throughout subsequent rounds of financings. TVM Capital General Partner Dr.

Hubert Birner served as Chairman of the Supervisory Board from 2002 until this

transaction. It was under his leadership, that the company built an impressive

portfolio of collaborations with both pharmaceutical (Pfizer and AstraZeneca) and

food companies (Danisco, Genecor and Nestle). TVM Capital also helped the

company through a major restructuring in 2005 when the limited availability of funds

forced the company to refocus its strategy away from proprietary product

development and a complete change in management.

Co-Investors with TVM Capital: SMH Peptides LLC, NRW Bank, SK Kapital,

Wolbern Equity Partner, Danisco Ventures, Sparkasse Köln-Bonn, Mulligan

Beteiligungs GmbH

Exit: Acquisition by Bayer Schering Pharma

Investment Period: 7 years

For more information please contact:

TVM Capital GmbH Maximilianstr. 35 C 80539 Munich 089- 998 992-0 www.tvm-capital.de

TVM Capital Corp. 101 Arch Street, Suite 1950 Boston, MA 02110, USA +1 (617) 345 9320 www.tvm-capital.com

TVM Capitalwww.tvm-capital.com