The Great Pharma Yard Sale
In advance of hearing their pitch, entrepreneurs are increasingly telling me that I’m going to think their start-up is “too early” and that my time is better served speaking to later stage opportunities. Considering Osage does seed through late stage investing, I tend to get a little defensive about such comments.
Then again, why does it seem like the whole life science community believes that VCs no longer invest in early stage start-ups?
There is some validity to that statement as few life science deals are closing and most are later stage. Yet, amidst this doom and gloom a fair amount of Series A investments are closing. So, something is clearly not adding up. How can Series A and later stage investments be on the rise, but early stage investments be on the decline?
The answer: Corporate spinouts.

Merger Mania
In 2008 and 2009, many of the major pharmaceutical companies merged with each other, which resulted in the creation of massive single entities (e.g. Pfizer-Wyeth). Subsequent to those mergers, a vast integration process began: consultants were hired; low hanging inefficiencies were resolved; programs were reprioritized; and hundreds of thousands of employees were let go.
Program reprioritization is a way of life for drug developers at pharma companies as assets in non-strategic areas, and those with development challenges (e.g. unwanted tox profile), are cut while promising ones are kept. Before the mergers started, pharma companies had the R&D budget to support numerous promising programs and were reluctant to license them out. Therefore, VCs didn’t really pursue pharma assets since they knew pharma companies only wanted to sell them their hairy castoffs.
Today is different.
As many analysts and pundits correctly pointed out, merging two large pharmaceutical companies would not necessarily drive efficiencies or create value in the short term. The integrations have taken longer than expected, development teams lack direction and are sitting on their hands in many cases, and moral is low. With patent cliffs approaching and topline growth largely stagnant, companies are searching for ways to create shareholder value and justify the mergers.
The easiest way for pharma companies to “create value” for shareholders in the short term is to cut costs in order to boost their bottom lines. The challenge with creating value in this matter is that the mergers, integrations, and cost cutting measures of the previous three years already trimmed most of the fat from the companies and there simply isn’t anymore fat to cut. At this point, if pharma companies want to lower their R&D cost, they will need to jettison some of their prized possessions’.
In Steps The VCs
Out-licensing has never really been a strategic interest for pharma companies, but it is fast becoming a core activity of their BD groups in the wake of the mergers and subsequent R&D cuts. Because pharma companies are feeling pressure to get development programs off of their P&L, good assets are being put on the auction block at very attractive prices and deal terms for VCs. Not only are the asset prices attractive for investors, but also the fact that many of the pharma companies will actually give VCs money (e.g. equity, research support) to take the assets.
Call options for out-licensed assets are quite attractive to many VCs. In exchange for the ability to purchase the asset back at a predetermined price, the pharma company will often agree to cover some of the program’s development costs and provide access to in-house research expertise. While limiting their potential upside, many VCs welcome such call option agreements because it provides cheap capital, additional expertise, and a willing and interested buyer. A great example of call option success story is when Cephalon exercised its call option to purchase Ception Therapeutics.
How The Next 6 Months Will Play Out
In many cases, it can be a challenge for early stage start-ups to compete with pharma companies for VCs’ attention. Right now, pharma companies are offering late stage assets at attractive prices, non-dilutive capital, research support, and an ability to buy back the asset at a profit for investors.
While out-licensing is currently sexy, it is also too good to be true as corporate spinouts are not a sustainable model for VCs. There are only so many assets that pharma is willing to part with and once those assets are scooped up there is a huge risk of negative selection. It is unclear how long the out-licensing trend will last, but sooner or later, VCs will come back to what they do best – early stage investing in transformative technologies and those entrepreneurs intrepid enough to roll the drug development dice.

November 14, 2011


