Corporate Presentation June 2014 Dr Edwin Moses, C.E.O. Nanobodies® Inspired by nature Forward looking statements Certain statements, beliefs and opinions in this presentation are forward-looking, which reflect the Company or, as appropriate, the Company directors’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this presentation as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the Company nor its advisers or representatives nor any of its parent or subsidiary undertakings or any such person ’ s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this presentation or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. www.ablynx.com 2 Corporate snapshot Corporate • • • Drug discovery and development company - Ghent, Belgium NYSE Euronext Brussels (ABLX) >300 employees Technology • • Pioneer in next generation biologics – Nanobodies® >800 healthy volunteers and patients treated with Nanobodies Products • • ~30 programmes – seven in clinical development Three clinical proof-of-concepts • AbbVie, Boehringer Ingelheim, Eddingpharm, Merck & Co, Merck Serono and Novartis • €203M in cash at 31st March 2014 Partners Financials www.ablynx.com 3 Key investment highlights Nanobodies represent a unique, powerful and broadly applicable next generation biologics platform • antibody-derived biologics with key competitive advantages • more than 500 granted and pending patents Diversified portfolio across various therapeutic indications • over 30 programs with 7 in the clinic • potentially up to 12 new clinical programs in the next 3 years Hybrid business model leveraging fully-funded collaborations, 50/50 co-development deals, and unencumbered proprietary programs Validating partnerships with leading players: Abbvie, Merck & Co., Merck Serono, Boehringer Ingelheim and Novartis • >€325M received to date with up to €3.3Bn plus royalties in future potential value • 23 partnered programs with 3 currently in the clinic Recent events establish important additional value creation opportunities • positive Phase II proof-of-concept results in TTP, an orphan disease with a significant unmet medical need • new alliance in immuno-oncology with Merck & Co. – total potential value of €1.7Bn in milestones plus royalties www.ablynx.com 4 Three-pronged business strategy Fully-funded programmes with milestones and royalties • ~20 programmes in oncology, immuno-oncology, neurology, inflammation, pulmonology and bone disorders • 6 discovery deals • 3 licensing deals • >€280M in cash received with future potential value of up Co-discovery/co-development partnerships • • • • 3 programmes in oncology, inflammation and osteoarthritis 50:50 ownership potential to convert into licensing deals >€45M in cash received to €3.3Bn in potential milestones plus royalties Balancing risk and reward Wholly-owned product pipeline • ~9 programmes in inflammation, ocular, autoimmune, oncology, hematology and infectious disease • aim to retain the optionality to partner if and when appropriate www.ablynx.com 5 Nanobodies – derived from heavy-chain only antibodies Camelid heavy-chain only antibodies are stable and fully functional Nanobodies represent the next generation of antibody-derived biologics VHH VH CH1 VHH Ablynx’s Nanobody VL CL CH2 CH2 CH3 CH3 Conventional antibodies www.ablynx.com 12-15kDa Heavy chain only antibodies • unique formatting flexibility (up to penta-valent) • speed and ease of generating multi-specifics • nano- to picomolar affinities • favourable biophysical properties (Tm, solubility, viscosity) • tackling intractable targets • multiple administration routes • manufacturing in microbial cells 6 Nanobody discovery process – the power of evolution Immunize llama with antigen Draw blood 6–12 weeks later Conventional antibodies VHH CH2 CH3 Manufacture in micro-organisms Clinical trials www.ablynx.com plus half-life extension (HLE) VHH Ablynx’s Nanobody® Select Nanobodies of interest Format Nanobody to achieve desired properties 7 Nanobodies – uniqueness and competitive advantages Flexible formatting: multivalent, multi-specific, bi-paratopic Nanobodies in the clinic Broad target applicability, including challenging targets such as GPCRs and ion channels Robustness allows for alternative delivery such as nebulisation Half-life engineering technology to achieve desired properties (acute vs chronic diseases) (T1/2 from 2h to 20 days) Excellent manufacturing (yeast and bacteria), high concentration formulations and low viscosity (excellent syringeability) www.ablynx.com 8 Multi-specific Nanobodies to checkpoint inhibitors Monovalent Nanobodies against different targets Different multispecific combinations In vivo testing Pardoll, Nature Reviews Cancer (2012) 12:252-264 May need to interfere with multiple pathways www.ablynx.com In vivo POC for different multi-specific combinations in 18-24 months 9 Merck & Co – new alliance in immuno-oncology (Feb. 2014) Builds on an existing ion channel collaboration in neurology: • opportunity in the emerging field of cancer immunotherapy • focused on the discovery and development of Nanobody-candidates against immune checkpoints • exploiting the ability to rapidly generate multi-specific Nanobodies The deal comprised: €20M upfront; €10.7M in research funding; €1.7Bn in potential total milestones plus royalties Following a three-year research term at Ablynx, Merck & Co will be responsible for further development of the Nanobody-candidates, product registration and commercialisation www.ablynx.com 10 CoCo Fully owned Pipeline – internal and funded programmes Therapeutic area Product name Target Haematology Inflammation/ Immunology/ Infection caplacizumab vWF ozoralizumab TNFα Various Various Bone disorders ALX-0141 RANKL ALX-0171 Various Various RSV Pulmonology Various NA Inflammation/ Immunology NA NA NA Oncology/Neurology Immunology Various Various IL-17F/IL-17A ALX-0061 IL-6R Bone disorders ALX-0141 RANKL Neurology BI 1034020 NA Fully partnered ex Greater China in Greater China ALX-0751 NA Pulmonology NA Various NA NA Immuno-oncology Various www.ablynx.com Phase III Potential to evolve into at least 4 co-co programmes ALX-0761 Oncology Phase II Various Oncology Immunology Discovery Pre-clinical Phase I Validated targets (clinic) 1st in class 11 Clinical assets Nanobodies® Inspired by nature Key clinical assets Anti-vWF – caplacizumab – bivalent Nanobody • first-in-class opportunity with Orphan Drug Status for TTP • statistically significant proof-of-concept in Phase II TITAN study • preparations underway for Phase III study beginning in 2015 Anti-IL-6R – ALX-0061 – monovalent Nanobody with T1/2 extension • Phase II POC achieved in subjects with RA, best-in-class potential • global exclusive licensing deal with AbbVie (up to $840m in milestone payments) • Ablynx responsible for next phases of development • next data – results of Phase I s.c. study in Q4 2014 Anti-RSV – ALX-0171 – first inhaled trivalent Nanobody • first-in-class opportunity with high unmet medical need • pre-clinical and Phase I safety study in healthy volunteers successfully completed • additional Phase I safety and PK studies reported in May 2014 • first-in-infant study expected to start in Q4 2014 www.ablynx.com 13 Significant unmet need in the treatment of acquired TTP Thrombotic thrombocytopenic purpura (TTP) is a potentially life threatening rare disorder of the blood coagulation system Causes extensive microscopic thrombi in small blood vessels throughout the body Exists in two forms: congenital (<10%) and acquired (>90%) No specifically indicated therapeutic drug available Current standard of care - multiple daily plasma exchanges Unmet medical need Anti-vWF Nanobody • lengthy hospital stays • potential clinical complications • potential relapse after recovering from a first TTP episode 28 kDa Anti-vWF Nanobody Orphan drug indication in US and Europe with ~10,000 TTP-related annual events www.ablynx.com 14 caplacizumab – designed to prevent formation of microthrombi in TTP Anti-vWF Nanobody blocks the platelet – ULvWF interaction ADAMTS13 ULvWF multimers Platelet String Formation Endothelium anti-vWF Nanobody Ex vivo assay for platelet string formation Fluorescence microscopy image of platelets adhering to UL-vWF in plasma of TTP subjects ULvWF Without treatment, fluorescently labeled platelets adhere to UL-vWF, observed as string-like structures Anti-vWF Nanobody inhibits platelet string formation ULvWF and anti-vWF Nanobody www.ablynx.com 15 caplacizumab in acquired TTP Sudden onset: severe fatigue, headache, bizarre behaviour, vertigo, seizures, coma, etc. Incidence: 11.3 per million(1) Currently no drugs specifically approved to treat acquired TTP Healthy active adult + caplacizumab Daily plasma exchanges (PEX) in hospital until recovery of platelet count Diagnosis of TTP caplacizumab on top of PEX could potentially result in: • • • www.ablynx.com fewer days and volume of PEX reduction in relapse/exacerbations improved longer term outcome (1) George et al., European Journal of Haematology 80 (277-286) 2008 16 Inclusion criteria: subjects with acquired TTP requiring plasma exchange (PEX) Randomization caplacizumab - TITAN design and schedule PEX 30 days 30 days Placebo 1 year follow-up 1:1 Exclusion criteria: • severe infection / Target – sepsis 110 • pregnancy subjects • bone marrow transplantation • disseminated intravascular coagulation • known congenital TTP 30 days PEX X caplacizumab 30 days 1 year follow-up Primary endpoint: time to confirmed normalization of platelet count Secondary endpoints: plasma exchange frequency and volume; relapse; exacerbations; mortality; major clinical events (stroke, MI, organ dysfunction); recovery from signs/symptoms. Long-term endpoints: relapse; non focal neurological symptoms.. Safety & Efficacy Endpoints www.ablynx.com 17 Primary endpoint – time to confirmed platelet normalisation Median days to confirmed platelet response – subjects with no prior plasma exchange, N = 69 (95% CI) Overall Hazard Rate Ratio for caplacizumab vs. Placebo (95% CI) Stratified Log-rank Test p-value caplacizumab Placebo N* = 36 N* = 39 3.00 (2.74, 3.88) 4.92 (3.21, 6.59) 2.197 (1.278, 3.778) 0.013 The group of subjects treated with caplacizumab in conjunction with the standard of care achieved confirmed platelet normalisation at more than twice the rate of the group receiving the standard of care plus placebo *Intention-to-Treat (ITT) population: 75 subjects, all randomized to caplacizumab (36) or placebo (39) • 69 subjects received no plasma exchange prior to randomization to caplacizumab (34) or placebo (35) • 6 subjects did receive one plasma exchange prior to randomization to caplacizumab (2) or placebo (4) www.ablynx.com 18 Top line secondary endpoints caplacizumab Placebo N* = 36 N* = 39 3 (8%) 11 (28%) Complete remission up to 30 days after end of daily plasma exchange as measured by confirmed platelet response and absence of exacerbations 29 (81%) 18 (46%) Proportion of subjects with exacerbation and/or relapse at 1 month follow-up after study drug treatment was completed 13 (36.1%) 13 (33.3%) 0 2 Exacerbations up to 30 days after the end of daily plasma exchange Deaths These secondary endpoints illustrate the potential protective effect of caplacizumab treatment in the acute phase of TTP *Intention-to-Treat (ITT) population: 75 subjects, all randomized to caplacizumab (36) or placebo (39) www.ablynx.com 19 TITAN trial – overall conclusions on top line results Clinical proof-of-concept demonstrated • Hazard Ratio of 2.2, p = 0.013 (95% CI [1.28, 3.78]) • Median days to normalised platelet counts: 3.0 days for caplacizumab vs. 4.9 days for placebo Reduction in number of exacerbations to 3 in caplacizumab arm compared to 11 in placebo arm 81% of subjects achieved complete remission in the active treatment arm compared to 46% in the placebo arm No deaths in caplacizumab arm compared to 2 deaths in placebo arm TEAEs and serious TEAEs consistent with serious, potentially life-threatening condition Increased bleeding tendency, which we believe is manageable Increased number of immune-related TEAEs, but no impact on treatment Clinical benefit demonstrated for subjects with acquired TTP with acceptable safety profile www.ablynx.com 20 caplacizumab – next steps Complete full analysis of TITAN study and consult with KOLs and regulatory authorities Complete a Phase I trial to demonstrate bioequivalence between the liquid and lyophilized formulations Continue preparations to start a Phase III study in 2015 Continue to evaluate options to partner or commercialize caplacizumab www.ablynx.com 21 ALX-0061 – compelling proof-of-concept Phase IIa results 100 83 % of patients 80 71 58 60 63 40 29 20 0 All unmodified ALX-0061 at week 24 (N=24) ACR20 ACR50 ACR70 DAS28 remission Boolean remission • Treatment showed strong efficacy and was well tolerated at all doses • No increase of adverse events upon extension of treatment • No anti-drug antibodies were detected www.ablynx.com 22 ALX-0061 – global licensing deal with AbbVie (Sept 2013) Ablynx received $175M upfront; $665M of potential total milestones plus double-digit royalties Ablynx will perform and fund subcutaneous Phase I study (2014) and Phase II studies in RA and SLE (start in 2015) AbbVie will pay a fee if they exercise the right to license ALX-0061 after the completion of Phase II studies • Phase II results in RA expected in 2016 • Phase II results in SLE expected in 2018 AbbVie is responsible for Phase III development, registration and global commercialisation Ablynx retains option to co-promote in Benelux www.ablynx.com 23 ALX-0061 – clinical development to be performed by Ablynx 2014 2015 2016 2017 2018 2019 Phase I s.c. study Phase II in RA top line results potentially continues development in RA Phase II in SLE top line results potentially continues development in SLE www.ablynx.com 24 ALX-0171 to treat RSV infection in infants – unmet need ~310,000 children* (< 5 years) hospitalised per year in the 7 major markets • increased medical cost in the 1st year following RSV(1) infection(2) • prolonged wheezing and risk for asthma development(3) The leading cause of infant hospitalisation and leading viral cause of infant death • ~3.5% mortality rate in hospitalised high-risk infants • estimated 400 deaths/year in US Evolves to distressing symptoms Symptomatic treatment including inhaled corticosteroids & bronchodilator 8-20% hospitalised *Extrapolation based on estimated US prevalence www.ablynx.com (1) Respiratory Syncytial Virus (2) Shi et al., J Med Econ, 2011 (3) Sigurs et al., Thorax, 2010; Krishnamoorthy et al., Nature Medicine 2012 25 Proof-of-concept in lamb model for inhaled anti-RSV Nanobody RSV infection Necropsy Onset of RSV infection Day -1 0 1 2 3 4 5 6 7 8 Treatment ALX-0171 or formulation buffer 6 5 4 3 2 1 Lung viral lesions (day 6 post infection) 60 Mean % Involvement Log10 FFU/mL BAL 7 Mean viral titers in BALF (day 6 post infection) 50 40 30 20 10 0 0 Vehicle RSV Vehicle RSV ALX-0171 Vehicle RSV Vehicle RSV ALX-0171 Daily inhalation of ALX-0171 markedly reduced viral titres and lung lesions in RSV-infected lambs www.ablynx.com 26 ALX-0171 – three successful Phase I inhalation studies in adults September 2012 – Phase I first-in-human study • 60 healthy volunteers • single–ascending dose and multiple dose up to 210 mg inhaled twice daily for five days • well tolerated, with no clinically relevant adverse events or effects on lung function May 2014 – Phase I safety study in adults with hyper-reactive airways • 24 subjects • single-ascending dose and multiple dose part up to 200 mg inhaled daily for five days • some cases of mild bronchoconstriction which could be immediately reversed May 2014 – Phase I PK study • 41 healthy volunteers • single dose and multiple dose of 200 mg inhaled daily for five days and single dose of 0.3 mg/kg i.v. • local half-life of ALX-0171 is approximately 20 hours, confirming potential for once-daily dosing Plan to initiate Phase II paediatric study in Q4 2014 www.ablynx.com 27 Additional programmes in clinical development Anti-TNFα – ozoralizumab – bivalent Nanobody with T1/2 extension • Phase II POC achieved • ongoing licensing discussions in emerging markets Anti-RANKL – ALX-0141 – bivalent Nanobody with T1/2 extension • Phase I study successfully completed • exclusively licensed to Eddingpharm in Greater China Anti-IL-17A/F – ALX-0761 – bi-specific Nanobody with T1/2 extension • pre-clinical POC achieved and Phase I study on-going • Merck Serono has an exclusive license to the programme and bears all the costs Alzheimer’s – BI 1034020 • Phase I study initiated in October 2013 and terminated in May 2014 • Boehringer Ingelheim fully responsible for this programme which is now under review www.ablynx.com 28 Partnerships Nanobodies® Inspired by nature Broad platform exploitation and cash generation • Global licensing deal with AbbVie for ALX-0061 (anti-IL-6R) in RA and SLE: $175M upfront and total potential value of $840M plus royalties • Strategic discovery alliance with Boehringer Ingelheim (8 pre-clinical programmes on-going) and a collaboration in Alzheimer’s (Phase I) • 4 discovery deals with Merck Serono: 10 programmes (1 Phase I) on-going in inflammation, immunology, oncology, immuno-oncology, neurology and osteoarthritis • 2 discovery deals with Merck & Co: ion channel deal in neurology; cancer immunotherapy deal with €20M upfront, €10.7M research funding and total potential milestones of up to €1.7bn plus royalties • Licensing deal with Eddingpharm in Greater China for ALX-0141 (anti-RANKL) in bone disorders • Target based discovery deal with Novartis >€325M in non-dilutive cash received from collaborators to date Up to €3.3Bn in potential future milestones plus royalties www.ablynx.com 30 Further building the clinical pipeline Number of partnered Nanobodies in clinical development up to 12 up to 6 3 2013 www.ablynx.com 2014 2015 31 Expected news flow for 2014 Expected Clinical Data • Start of Clinical Trials Phase I results from safety and PK studies with ALX0171 (anti-RSV) • Phase II results with caplacizumab in acquired TTP in June 2014 • Phase I results from s.c. study with ALX-0061 (antiIL-6R) • Phase I results from BI for Nanobody for use in Alzheimer’s disease • Phase I results from Merck Serono for ALX-0761 (antiIL-17A/F) up to 5 clinical trial readouts www.ablynx.com Business Development • Start of Phase I study with s.c. ALX-0061 (anti-IL-6R) • Start of Phase II paediatric study with ALX-0171 (antiRSV) • Potential milestone payments from on-going collaborations • Potential additional collaborative deals • Preparation for start of Phase II RA and SLE studies with ALX-0061 (antiIL-6R) in 2015 • Start of up to three partnered Phase I studies up to 5 clinical trials to be initiated cash generative partnerships 32 Value creation – clinical data expected from patient studies ALX-0061 Phase IIb s.c. (anti-IL-6R) in subjects with RA Licensed to AbbVie 2013 caplacizumab Phase II (anti-vWF) in subjects with acquired TTP clinical ALX-0061 Phase IIa Wholly-owned asset i.v. (anti-IL-6R) in subjects with RA ALX-0171 Phase I/II (anti-RSV) in infants with RSV infection ALX-0761 Phase IIa (anti-IL-17A/F) in subjects with RA Wholly-owned clinical asset Licensed to Merck Serono Two partnered Phase I/II programmes in cancer Licensed to AbbVie www.ablynx.com 33 Financial summary €M 2012 2013 Q1 2014 Revenue 26.7 35.9 11.2 (29.8) (17.7) (3.6) 62.8 200.4 203.2 Operating Result Cash Position* Anticipated net cash burn for 2014: €30M - €35M *Cash, cash equivalents, restricted cash and short-term investments at the end of the period www.ablynx.com 34 Summary Nanobodies represent a unique, powerful and broadly applicable next generation biologics platform • antibody-derived biologics with key competitive advantages • more than 500 granted and pending patents Diversified portfolio across various therapeutic indications • over 30 programs with 7 in the clinic • potentially up to 12 new clinical programs in the next 3 years Hybrid business model leveraging fully-funded collaborations, 50/50 co-development deals, and unencumbered proprietary programs Validating partnerships with leading players: Abbvie, Merck & Co., Merck Serono, Boehringer Ingelheim and Novartis • >€325M received to date with up to €3.3Bn plus royalties in future potential value • 23 partnered programs with 3 currently in the clinic Recent events establish important additional value creation opportunities • positive Phase II proof-of-concept results in TTP, an orphan disease with a significant unmet medical need • new alliance in immuno-oncology with Merck & Co. – total potential value of €1.7Bn in milestones plus royalties www.ablynx.com 35 Corporate Presentation June 2014 Dr Edwin Moses, C.E.O. Nanobodies® Inspired by nature TITAN trial milestones January 2011: first patient recruited September 2013: protocol amended to allow inclusion of subjects who had undergone 1 plasma exchange January 2014: trial stopped after 75 subjects* recruited to allow early analysis of data March 2014: last patient completes one month follow-up visit June 2014: initial top-line Phase II results published *Intention-to-Treat (ITT) population: 75 subjects, all randomized to caplacizumab (36) or placebo (39) www.ablynx.com 37 Treatment groups at baseline – demographics caplacizumab Placebo Total N* = 36 N* = 39 N* = 75 40.6 ± 12.7 42.5 ± 13.2 41.6 ± 12.9 Male 12 (33%) 19 (49%) 31 (41%) Female 24 (67%) 20 (51%) 44 (59%) Caucasian 32 ( 89%) 34 ( 87%) 66 ( 88%) Black 4 (11%) 5 (13%) 9 (12%) Baseline BMI (kg/m²) mean ± SD (N=72) 28.7 ± 9.1 29.3 ± 6.7 29.1 ± 7.7 Age (years) mean ± SD Gender Ethnicity/Race Balanced treatment groups apart from more women in the caplacizumab arm than in placebo arm – reflects gender distribution in TTP and not prognostic factor *Intention-to-Treat (ITT) population: 75 subjects, all randomized to caplacizumab (36) or placebo (39) www.ablynx.com 38 Treatment groups at baseline – disease characteristics Platelets (10³/mm³) mean ± SD minimum, maximum LDH (U/L) Initial Episode (%) mean ± SD caplacizumab Placebo Total N* = 36 N* = 39 N* = 75 21.1 ± 18.2 28.0 ± 20.0 24.6 ± 19.3 2, 70 5, 84 2, 84 1277 ± 853 1270 ± 939 1274 ± 891 24 (66.7%) 27 (69.2%) 51 (68.0%) Comparable disease severity in both treatment arms *Intention-to-Treat (ITT) population: 75 subjects, all randomized to caplacizumab (36) or placebo (39) www.ablynx.com 39 Safety profile – treatment emergent adverse events (TEAEs) caplacizumab Placebo Subjects with any TEAE Number of TEAEs Subjects with any TE Serious AEs - Subjects with TTP as TE Serious AE Number of TE Serious AEs Subjects with TEAE leading to study drug discontinuation Total N = 35 N = 37 N* = 72 34 (97%) 37 (100%) 71 (99%) 574 544 1118 20 (57%) 19 (51%) 39 (54%) 13 (37%) 13 (35%) 26 (36%) 44 36 80 4 (11%) 2 (5%) 6 (8%) Comparable number of subjects between the two treatment arms with TE Serious AE as well as comparable number of TEAEs *Safety population: 72 subjects, all randomized and treated with caplacizumab (35) or placebo (37) www.ablynx.com 40 Safety profile – TEAEs indicative of bleeding caplacizumab Placebo Total N = 35 N = 37 N* = 72 66 35 101 - mucosal bleeding 24 16 40 - bruising/haematoma 16 9 25 9 2 11 17 8 25 5 2 7 Number of bleeding related TEAEs - metro/menorrhagia - other Number of bleeding related TE SAEs Manageable increased bleeding tendency in caplacizumab arm 2 subjects in caplacizumab arm experienced 5 SAEs related to bleeding compared to 2 subjects with 2 bleeding SAEs in placebo arm *Safety population: 72 subjects, all randomized and treated with caplacizumab (35) or placebo (37) www.ablynx.com 41 Safety profile – immune-related TEAEs caplacizumab Placebo Total N = 35 N = 37 N* = 72 Number of immune-related TEAEs 40 26 66 - of which injection site reactions 6 2 8 11 6 17 22 (1 SAE) 17 39 1 1 2 1 0 1 - of which hypersensitivity including transfusion reactions - rash/urticaria - other Number of immune-related SAEs Higher number of manageable immune system related TEAEs with caplacizumab though only one was serious *Safety population: 72 subjects, all randomized and treated with caplacizumab (35) or placebo (37) www.ablynx.com 42 Phase I s.c. bioavailability study for ALX-0061 Initiated in April 2014 70 healthy volunteers Single doses of 50 mg, 150 mg or 300 mg as a s.c. injection or 50 mg or 300 mg as an i.v. infusion Due to report in Q4 2014 www.ablynx.com 43 Risk Factors Nanobodies® Inspired by nature Risks related to Ablynx 1. Clinical trial risks Nanobody based drug candidates must undergo rigorous pre-clinical and clinical testing, the results of which are uncertain and could substantially delay or prevent the drug candidates from reaching the market • • • • The company is heavily dependent on the success of a limited number of candidate drugs, only a few of which have entered clinical trials, and there is a need to continue to identify and develop further candidate drugs. The company currently is working on a pipeline of more than 30 potential candidate drugs, including seven candidate drugs in clinical development, of which three are in Phase II including caplacizumab for haematology (headline results released in June 2014), ozoralizumab for inflammation/immunology, and ALX-0061 for immunology, and four candidate drugs in Phase I including ALX-0141 which is being developed for bone disorders (ex Greater China), ALX-0171 for pulmonology, ALX-0761 for immunology, and BI 1034020 for neurology. Other candidate drugs are still in pre-clinical and discovery stages All Nanobody based products will be subject to extensive pre-clinical and clinical trials to demonstrate safety and efficacy in humans before they can receive the necessary regulatory approval to enter the market. Clinical studies are expensive and time consuming and their results are highly uncertain. The Company, its licensees or other third parties may not successfully complete their pre-clinical and clinical studies of Nanobodies. Failure to do so may significantly delay or prevent the commercialisation of drug candidates or may potentially invalidate the concept of Nanobodies as a new therapeutic class The Company cannot guarantee that its drug candidates will demonstrate sufficient safety or efficacy in its studies to obtain marketing approval, and the results from earlier pre-clinical and clinical trials may not accurately predict the results of later-stage trials. The clinical trials may not reach the primary endpoints and may not demonstrate the required clinical benefit for approval of the drug in the prospective indication. The Company’s current and future clinical trials involve and will involve testing in larger patient populations, which could reveal a higher prevalence of certain side-effects compared to previous smaller scale trials. At any stage of development, based on review of available pre-clinical and clinical data, the estimated costs of continued development, market considerations and other factors, including the risks detailed in this Prospectus, development of any of the Company’s drug candidates may be discontinued Delays in clinical trials are common and may have many causes. Such delays could result in increased costs and jeopardise or delay Ablynx’ ability to achieve regulatory approval and commence product sales as currently contemplated • • • www.ablynx.com Commencing clinical trials is subject to gathering satisfactory information on the quality, non-clinical and clinical safety of the candidate drug, and obtaining an approval by the relevant authority. Preparing a potential candidate drug for clinical trials is a time-consuming and costly process. The Company faces the inherent difficulties in selecting the right drugs and drug targets and avoiding unwanted side effects, as well as unanticipated problems relating to development, testing and obtaining regulatory approvals. The Company may not be successful in identifying, developing, commercializing or otherwise capitalizing on candidate drugs, and may use its limited resources on efforts that may be significantly delayed or discontinued Clinical trials can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a trial, in reaching agreement on acceptable terms with prospective contract research organisations and prospective contract manufacturing organizations and clinical investigational sites, in obtaining institutional review board approval at each site, in recruiting suitable subjects to participate in a trial, in having patients complete a trial or return for follow-up, in adding new sites or in obtaining sufficient supplies of clinical trial materials or clinical sites dropping out of a trial If the Company experiences lower than expected enrolment in the trials, the trials may not be completed as currently scheduled. Furthermore, with respect to the clinical trials conducted by third parties, the Company will have no control over their timing or outcome. Where appropriate under certain circumstances, the Company may terminate early the recruitment of subjects in order to prioritise the progress of clinical trials for certain key products. For example, prior to reaching the target of 110 patients, the company decided to stop recruitment for the its worldwide Phase II TITAN study with the anti-vWF Nanobody, caplacizumab, to treat acquired TTP to allow early analysis of the clinical data for potential proof-of-concept 45 Risks related to Ablynx 1. Clinical trial risks (cont’d) Ablynx’ drug candidates may not obtain regulatory approval when expected, if at all, and even after obtaining approval, the drugs will be subject to ongoing regulation. To date, none of the Ablynx drug candidates have reached the stage of submission or evaluation for regulatory approval • • • www.ablynx.com The company currently has seven candidate drugs in clinical development, of which three are in Phase II and four in Phase I. stages. While the Company’s most advanced candidate drug, caplacizumab, is expected to commence Phase III study in 2015, there remains significant regulatory hurdles and the Company cannot guarantee that it will obtain the required regulatory approvals to market its candidate drugs Clinical results are expected for a number of candidate products in 2014, including Phase I readout from safety and PK studies with ALX-0171, Phase I results from subcutaneous formulation study with ALX-0061, Phase I results from Boehringer Ingelheim I for Nanobodies for use in Alzheimer’s disease, and Phase I results from Merck Serono for ALX-0761. Even if positive results are obtained from pre-clinical tests or early clinical trials, the Company may not achieve the same success in future trials. Up to five clinical trials are also planned to be initiated, including a Phase I study with subcutaneous formulation ALX-0061, a Phase II paediatric study with ALX-0171, a Phase II RA and SLE studies with ALX-0061, and up to three partnered Phase I studies. Candidate drugs that appear promising in the early phases of development, such as in early human clinical trials, may fail to achieve regulatory approval for a number of reasons, such as the candidate drug did not demonstrate acceptable clinical trial results even though it demonstrated positive pre-clinical trial results; the candidate drug was not effective in treating the specified disease or condition; the candidate drug had harmful side effects on humans or presented unacceptable safety risks; the governing regulatory authorities (such as the US Food and Drug Administration (FDA) and European Medicines Agency (EMA)) denied approval to the candidate drug altogether or denied a commercially important indicated use. The Company may spend several years completing testing for any particular candidate drug, and failure can occur at any stage The regulatory approval process is expensive and time consuming and the timing of marketing approval is difficult to predict. The Company has not yet applied for marketing approval for any of its drug candidates and may lack the necessary experience to efficiently and successfully conduct such proceedings. Delay or failure to obtain marketing approval for the drug candidates could adversely impact the ability to commercialise the drug candidates and could substantially impair the Company’s ability to generate revenues 46 Risks related to Ablynx 2. Financial risks Ablynx has a history of operating losses and an accumulated deficit. Ablynx may never become profitable or may not be able to sustain profitability in subsequent periods • The Company has incurred significant operating losses since it was founded , principally resulting from costs incurred in research and development, market research and business development, clinical development and from general and administrative costs associated with the Company’s operations. Under IFRS, it experienced net losses of approximately €19.5 million in 2013 and had €195.3 million of retained losses at the end of 2013 and net losses of approximately €2.8 million in the first three months of 2014. The Company will continue to need significant financial resources to conduct ongoing research and development, market research and business development, clinical testing and regulatory compliance activities and this could result in the Company sustaining significant losses for the foreseeable future Ablynx may need additional funding, which may not be available on acceptable terms when required, if at all, and which may cause existing shareholders to experience significant dilution • The Company has stated that it expects to keep net cash burn in the €30-€35 million range for 2014. The Company does not expect its existing capital resources to be sufficient to enable the Company to fund the completion of all its current clinical development programmes through to commercial introduction. The Company may seek additional funding through collaboration agreements and public or private financings. Additional funding may not be available to the Company on acceptable terms or at all. If the Company is unable to obtain funding on a timely basis, it may be required to significantly curtail one or more of its research or development programmes The Group’s revenue is generated by a limited number of clients, including strategic partners • • www.ablynx.com Over the last two years, Ablynx’s revenue included license fees, R&D service fees and reimbursement of R&D costs and milestone payments stemming from the Company’s research collaboration agreements, as well as governments grants. In 2013, revenue principally included milestones from Boehringer Ingelheim and Merck Serono, as well as an upfront payment received from AbbVie. The Company relies on the revenue it generates from this limited number of clients, together with its own cash resources, to continue to fund its operations, including its ongoing research and development activities 47 Risks related to Ablynx 3. IP related risks The Company’s patents and other intellectual property rights may not adequately protect its products and drug candidates, which may impede the Company’s ability to compete effectively • The success of the Company depends in part on its ability and that of its collaborators to obtain, maintain and enforce patent protection in Europe, the United States and elsewhere for technologies and products, and to maintain other intellectual property rights. For example, the first of the Hamers I patent family, which describes the basic structure, composition, preparation and uses of Nanobodies, expired in Europe in 2013 and expires in the United States in 2015. The expiration of these patents allows third parties to use such technologies to enter the market for Nanobody based therapeutics, and although the Company directly holds more than 500 patents and patent applications, and licenses the rights to other patents, covering specific technologies, targets and indications of a later date, include patent applications that the Company has filed around its specific product leads, around targets and classes of targets, around its novel and proprietary half-life extension techniques, and around its proprietary techniques for generating, optimising, formatting and administering Nanobodies, there can be no assurance that patents will be of sufficient breadth to provide adequate protection against competitors with similar technologies or products, that patents granted to the Company or its collaborators will not be successfully challenged, that the Company will develop products that are patentable or that patents will be granted under pending or future applications The Company may infringe the patents or other intellectual property rights of others and may face patent or other intellectual property litigation which may be costly and time consuming • www.ablynx.com The Company’s success will depend in part on its ability to operate without infringing or misappropriating the proprietary rights of others. If there are valid third party rights, the Company could have to obtain appropriate licences under any relevant patents or cease and/or alter certain of its activities or processes, initiate proceedings to have these patents revoked or declared invalid, or develop or otherwise obtain alternative technology. The Company has brought proceeding to challenge or oppose third party patent claims. For example, the Company was engaged in opposition proceedings against the European patent EP 1 517 921, which was originally granted to Domantis Ltd. in 2006 and which related to one specific technique for the half-life extension of immunoglobulin single variable domains. In 2010, the European Patent Office decided to revoke the Domantis patent in full. This decision has been appealed and, although the Company does not believe that the appeal will be successful, if the Domantis patent were to be reinstated, the Company could have to obtain appropriate licences or alter certain of its development programmes to use alternative technologies. There can be no assurance that the Company’s efforts to search for existing proprietary rights before embarking on a research and development programme with respect to a particular technology or product, will uncover all relevant third party rights relating to such technology or product or that the Company’s activities will not infringe upon the intellectual property rights of others 48 Risks related to Ablynx 4. Competition and technological progress within the sector The Company faces, and will continue to face, significant competition and rapid technological change which could limit or eliminate the market opportunity for its products and drug candidates. The fields in which the Company operates are characterised by rapid technological change and innovation. The Company’s main competitors in terms of ‘‘next-generation’’ protein-based products can (broadly) be classified into three main categories: - - Technologies based on antibodies with optimised Fc regions in order to optimise half-life or influence Fc functions such as antibody dependent cellular cytotoxicity or complement activation. These technologies retain the basic structure (and therefore size) of the original antibody and therefore are faced with many of the same problems as traditional antibody based therapeutics Antibody scaffold/fragment-based technologies. An alternative to full length antibodies is provided by antibody scaffolds/fragment based technologies. Alternative scaffold-based technologies. These novel, non-antibody based scaffolds offer opportunities to develop either therapeutics with a profile comparable to that of traditional antibodies, or therapeutics that combine certain advantages of antibodies and small molecule drugs and even include certain additional beneficial properties Within the current technological competitive landscape, antibody based fragment technologies represent the closest analogue to the Company’s Nanobody technology in terms of size and antibody based source of origin. However, in terms of stability, robustness and (potential) beneficial properties, certain of the newer alternative scaffold technologies have the potential to compete directly against the Company’s technology As a drug development platform company, Ablynx also competes with a number of innovative biotechnology platforms such as Dicerna, Five Prime, Sangamo and uniQure. These companies have managed to build a broad pipeline of development programmes including candid ates targeting both large indications and orphan diseases, which may in the future compete with the Company’s products There can be no assurance that competitors of the Company are not currently developing, or will not in the future develop, technologies and products that are equally or more effective, that have better side-effect profiles and/or are more economical in comparison with any current or future technology or product of the Company. Medical advances or rapid technological development by competitors may result in the Company’s drug candidates becoming non-competitive or obsolete before the Company is able to recover its research and development and commercialisation expenses. If the Company or its drug candidates do not compete effectively, the Company’s business would be materially adversely affected www.ablynx.com 49 Risks related to Ablynx 5. Agreements with third parties Ablynx is reliant on collaborative partners for the development and commercialisation of most of its existing and future drug candidates. • • The Company is, and expects to be, dependent on current and future licence, collaboration and other agreements with experienced partners relating to the development of most of its existing and future drug candidates and to the successful commercialisation thereof. These collaborative arrangements currently and may in the future place the development and commercialisation of most of its drug candidates outside of the Company’s control and may require the Company to relinquish important rights, including intellectual property, marketing and distribution rights. Under its collaborations, the Company may also not be able to control the amount or timing of resources that its collaborative partners devote to the development or commercialization of its drug candidates, or may experience the incurrence of additional costs or delays beyond its control In particular, the programmes for the anti-IL-6R Nanobody, ALX-0061 (global license agreement with AbbVie), and for the anti-RANKL Nanobody, ALX-0141 (license agreement with Eddingpharm), as well as the discovery and development collaborations with Novartis, Boehringer Ingelheim, Merck Serono and Merck & Co. largely depend on Ablynx’s collaborative partners’s strategy, willingness and ability to continue and carry through the programmes in cooperation with Ablynx. If the Company’s partners did not perform as expected as to the collaboration agreement, the Company’s business would be materially adversely affected Ablynx relies on outsourcing arrangements with third parties for some of its activities including manufacturing and clinical trials management. • • The Company relies on outsourcing arrangements with third parties for some of its activities, including pharmacology, toxicology, manufacturing, clinical trials management, data collection and analysis and market research. While the Company seeks to outsource activities only to reputable firms with relevant specialist expertise, it may have no or limited control over these third parties and the Company cannot guarantee that they will perform their obligations in an effective and timely manner Specifically ,with respect to manufacturing, the Company is reliant on specialist organisations in the field of microbial expression. In two instances in the past, the Company has experienced these organisations changing their business model away from the provision of services, and being acquired and no longer providing services to third parties. In both cases, ithe Company has had to transfer its processes to another party, incurring significant cost and delays Ablynx may not have adequate insurance cover, particularly in connection with product liability risk. • www.ablynx.com The Company is exposed to potential product liability claims that are inherent in clinical testing and could potentially be exposed to product liability claims relating to the sale and marketing of drugs and drug candidates. The Company faces the risk of substantial liability for damages if its drugs or drug candidates were to cause adverse side-effects in clinical studies or once they are on the market. As the Company does not yet have a commercialised product, it only maintains product liability insurance for its clinical trials. The Company’s current insurance coverage may not be adequate to cover it against all potential claims and the Company may not be able to obtain sufficient liability coverage on reasonable terms or at all in the future 50 Risks related to Ablynx 6. Operational risks The commercial success of Abynx will depend on attaining significant market acceptance of its drug candidates among physicians, patients, healthcare payers and the medical community. Ablynx has not yet commercialised any product. There can be no guarantee Ablynx will be able to obtain reimbursement of its drug candidates by healthcare payers in individual countries. A lack of such reimbursement could severely affect the commercial prospects of the drug candidate • To date, none of the Company’s drug candidates have been commercialised. Even if approved by the appropriate regulatory authorities for marketing and sale, physicians may not prescribe the Company’s drug candidates. Market acceptance by physicians, patients and healthcare payers will depend on a number of factors, many of which are beyond the Company’s control, including the clinical indications for which the product candidate is approved and the acceptance by physicians, patients and healthcare payers as a safe and effective treatment; relative convenience, ease of administration and other perceived advantages over competing treatments; prevalence and severity of adverse side-effects; the cost of treatment in relation to alternative treatments; the extent to which the product candidate is approved for inclusion on formularies of hospitals and managed care organisations; whether the product candidate is designated under physician treatment guidelines as initial or first-line therapy or as therapy in relapsing/recurrent disease; the availability of adequate reimbursement by third parties, such as insurance companies and other healthcare payers; and limitations or warnings contained in a product candidate’s approved labelling If Ablynx fails to attract and retain qualified personnel, it may be unable to successfully develop its technologies, conduct its clinical trials and commercialise drug candidates • www.ablynx.com The Company’s success depends in part on its continued ability to attract, retain and motivate highly qualified clinical and scientific personnel and on its ability to develop and maintain important relationships with leading academic institutions, clinicians and scientists. The Company may not be able to attract or retain qualified personnel on acceptable terms in the future due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other businesses 51 Risks related to Ablynx 7. Tax related risks Tax legislation in Belgium might change over time. • As a research company, the Company enjoys a favorable tax regime in Belgium where it is are eligible for tax credits and grants for research companies. In 2013, the Company has accounted for a tax receivable of €8.0 million following an R&D incentive scheme in Belgium under which the tax can be refunded after five years if not offset against taxable basis over that period. The R&D incentives are recorded net against the relating R&D expenses in the Company’s consolidated statement of comprehensive income. The Company expects to receive this amount gradually from year 2015 onwards. The Company’s income from government grants was €2.8 million in 2013. The Company is also eligible for tax rebates in the form of reductions on withholding taxes on salaries of scientific research personnel in Belgium who hold a PhD or Master’s Degree. These government grants and tax incentives may be discontinued in future The Company may be or become a passive foreign investment company, which could result in adverse US federal income tax consequences to US investors. • www.ablynx.com The Company believes that it was not a passive foreign investment company (a ‘‘PFIC’’) for US federal income tax purposes in respect of 2013 although the Company has been a PFIC in the past and may become a PFIC in respect of 2014 or in future years. The Company’s status as a PFIC must be determined annually and depends upon the nature of the Company’s income, the composition and quarterly average value of the Company’s gross assets and the market price of its shares. Whether the Company will be a PFIC in respect of 2014 will depend in large part on whether the Company’s share price is maintained at or above its current levels. If the Company were treated as a PFIC for any taxable year during which a US investor held its shares, certain adverse US federal tax consequences could apply to such US investor. For example, if the Company is a PFIC, U.S. holders of the Company’s shares may become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to annual reporting requirements. The PFIC rules are extremely complex, and prospective investors are urged to consult their own tax advisors regarding the potential consequences to them of the Company being classified as a PFIC 52
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