By Robert Armstrong
A Dow Jones Newswires Column
Johnson & Johnson (JNJ) generated $12 billion in free cash
flow last year, and holds $14 billion in cash and securities.
So its $1 billion takeout of Cougar Biotechnology, Inc. (CGRB)
isn't transformative. But by acquiring rather than partnering its
way into the prostate cancer space, Johnson has acted boldly - and
taken on a fair bit of risk.
The primary asset J&J is getting for its billion-dollar
investment is Cougar's abiraterone acetate, which just entered
Phase III trials for treatment-resistant prostate cancer.
J&J's pharma division has made oncology one of its five
areas of therapeutic focus. The company's acquisitions have always
centered on entering big, growing markets, and prostate is one of
the biggest. The American Cancer Society expects that in 2009 there
will be 192,000 new cases of prostate cancer diagnosed in the U.S.
and 27,000 deaths.
The Phase II results for abiraterone acetate look promising.
Given all this, and J&J's immense buying power, the Cougar deal
is a strategic fit.
At the same time, it is worth noting that buying an oncology
drug on the basis of Phase II trials is very risky. Cougar's five
Phase II trials for abiraterone each enrolled between 34 and 54
people. The Phase III trial will be 10 times that size, enrolling
1,160 subjects. Lots of new information will be learned about the
efficacy and safety of the drug. If it were possible to reliably
predict that this news would be good, the Phase III trial wouldn't
be necessary.
Investing in early-phase compounds is an irreplaceable part of
big pharma's business model. Outright acquisition isn't the only
way to invest, however. Partnerships or joint ventures are
increasingly popular. The multinational pharma players, burnt by
recent compound failures and an increasingly arbitrary regulatory
environment, are spreading risk by sharing projects.
Consider, for example, GlaxoSmithKline PLC's (GSK) partnership
with Synta Pharmaceuticals Corp. (SNTA), signed in 2007. Like
J&J, Glaxo committed about a billion dollars to an oncology
product entering Phase III, with a sizeable potential market, but
its monetary commitment was performance-based and back-end
loaded.
For the right to sell Synta's elesclomol, a treatment for
metastatic melanoma, Glaxo paid Synta $80 million up front, and
offered development and commercialization milestone payments
totaling up to $885 million, along with an ongoing commercial
royalty after launch.
Like abiraterone, elesclomol had very strong Phase II results.
Indeed, the Phase II study was placebo-controlled and randomized -
which is very rare in oncology.
What each company bought is different, of course. J&J gets
the two other products Cougar has in the clinic, as well as the
talents of the Cougar personnel it can retain. It also won't have
to pay Cougar a sales royalty (although it will pay royalties to
the companies from which Cougar had initially licensed).
Before deciding which deal has the better structure, consider
how things played out for GSK. The elesclomol Phase III melanoma
trial was stopped earlier this year when more patients died in the
treatment arm than in the placebo arm. The drug may yet make it to
market, but Glaxo's business development executives are surely
relieved that they didn't buy Synta outright.
There are plenty of possible explanations for why J&J bucked
the industry trend, and bought all of Cougar's risk and all its
potential returns. Perhaps Cougar refused to partner, or the
J&J team saw things during due diligence that gave them
particular confidence.
Whatever the explanation, J&J's willingness to act boldly is
rare in today's pharmaceuticals industry. Whether J&J will win
this bet, only time will tell.
(Robert Armstrong is a senior columnist with Dow Jones
Newswires. Prior to joining, he was a hedge fund analyst covering
the pharmaceutical and telecom industries. He can be reached at
201-938-2319 or by email at robert.armstrong@dowjones.com. Dow
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