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Innovative therapeutics for pain management




Executive Summary
                          INNOVATIVE THERAPEUTICS FOR PAIN MANAGEMENT

                           FUND RAISING ROUND A
  €5M TO REACH END PHASE I WITH EFFICACIE DATA FOR 2 DRUG CANDIDATES AND
                           CTA FOR ONE IN 3 YEARS

Theralpha SAS is a specialty biopharmaceutical company that develops novel and innovative drugs addressing
unmet needs in pain management. Theralpha was founded by David Dellamonica, Michel Lazdunski, and Marc
Vasseur, all experienced professionals, recognized internationally in the biotechnology and pharmaceutical
industry, who have complementary expertise in successfully managing drug development and business
operations. Founders own 100% of the Company. Damian Marron, CEO of Trophos and former executive VP of
NicOx, recently joined the board of directors of Theralpha. Theralpha is based in Sophia Antipolis, France.

Theralpha is a product development-oriented company. Theralpha is focused on rapidly advancing its lead
compounds through late-pre-clinical and early clinical development value-creating milestones.
By leveraging its founders’ experience, its pain expert network and a lean operations model, Theralpha intends
to proceed aggressively with the development of its assets and become an attractive acquisition target for a
Pharma/Biotech within 3-5 years.

The Company’s founding assets originate from worldwide exclusive licenses from IPMC (Institut de
Pharmacologie Moleculaire, CNRS, Sophia Antipolis, France) and ProTherapeutics (National University of
Singapore). Specifically, the IPMC-originating assets are based on research made by Professor Michel Lazdunski
and his team who have pioneered for more than 10 years the discovery of peptides found in animal venoms
that selectively inhibit Acid Sensing Ion Channels (ASICs) which are directly implicated in pain signal
transmission. The NUS originating drug candidate acts through nNOS pathway.
                                          THA902                               THA903                             THA904
           Target           ASIC 3 – Nav 1.8                      Indirect activation of the            ASIC1a, ASIC1b, ASIC1a+2a,
                            Block pain perception by              enkephalines system                   ASIC1a+1b
                            nociceptors
           Stage            Preclinical                           Late preclinical                      End Discovery
           Patent           2029                                  2027 and 2031                         2031
           expiration
           First in man     Q3, year 3                            Q2, year 2                            Q4, year 2
           First                Inflammatory pain : sever            Acute pain                           Inflammatory and
           Indication            Osteoarthritis pain                                                         Neuropathic pain

The company’s drug candidates are small peptides composed of natural amino acids which are effective in
multiple animal models of pain. Our pipeline includes 3 candidate drugs: THA902 that targets ASIC3, Nav1.8
and THA904 that targets ASIC1a, ASIC1b and ASIC1a+2a; THA903 –the peptide licensed from NUS- is not
directed against ASICs, and has a mechanism of action involving activation of endogenous enkephalins. These
drug candidates have demonstrated strong activity in classical pharmacological models of chronic, neuropathic
and inflammatory pains, and acute pain. They all present an excellent safety profile.



                                                                    1/4
                                                              Copyright © 2012
                                       2229, route des Crêtes 06560 Valbonne Sophia Antipolis France.
                                                  info@theralpha.com - www.theralpha.com
Innovative therapeutics for pain management


Theralpha pipeline & indications:
     Drug Candidates                                         Lead
                             MoA        Administation                              Preclinical                    Clinical               Partner
     and Indications                                      Confirmation
                                                                            PHARMACO ADME, TOX         IND   Phase I      Phase II
THA902                     ASIC3 &                                                                                                   Controlled-release
                                     Subcutaneous (SC),                                                                               formulation with
Inflammatory Pain :         Nav1.8    Intra-articular (IA) CURRENT STATUS                                                             Flamel (NASDAQ:
Osteoarthritis           ANTAGONIST                                                                                                        FLML)
THA903                   ENKEPHALINS
                                          Sublingual       CURRENT STATUS                                                            SubAlgic Consortium
Acute pain                 RELEASE
THA904
                          ASIC1a,1b       Intrathecal,
Neuropathic pain -                       Subcutaneous     CURRENT STATUS
                         ANTAGONIST
Inflammatory pain

                                                                                                                       The arrows indicate
                                                                                                                          what will be
                                                                                                                       achieved in 3 years



              THA902 is peptide which is a potent and specific ASIC3 & Nav1.8 inhibitor. It is effective by
               subcutaneous injection and has a number of possible indications in inflammatory pain, including
               osteoarthritis pain (First development), and post-operative pain.

              THA903 is a small peptide derived from venom, which is active by sublingual administration with
               indications in the treatment of chronic nociceptive and acute pain.

              THA904 is a potent specific inhibitor of ASIC1a, ASIC1b and ASIC1a+2a, ASIC1a+1b. It can be
               delivered both by intrathecal and subcutaneous route and has been demonstrated in animal
               models to be effective for all types of pain.

         THA902 has completed pharmacology, and is 24 months ahead of Phase I. THA903 has completed some
         regulatory preclinical requirements and can enter Phase I in 20 months. THA904 is a recently patented
         peptide, which is 36 months to first in man.


Since inception, the Company has successfully managed to:
              Acquire an exclusive worldwide license for venom-derived analgesic peptides THA902 and TH904
               from CNRS. This includes the worldwide exclusive right on 4 families of patents covering the
               peptides and their targets.
              Acquire an exclusive worldwide licence for a venom-derived analgesic peptide (THA903),
               discovered at National University of Singapore (NUS, Singapore) and initially developed by
               ProTherapeutics, a NUS spin-off. We filed a new patent (PCT) for this drug candidate on February
               2011 .
              Conclude a first refusal right agreement in the domain of pain therapeutics with IPMC (CNRS,
               Sophia Antipolis), an institution recognized worldwide as a leading place for ion channel
               pharmacology.

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                                                             Copyright © 2012
                                      2229, route des Crêtes 06560 Valbonne Sophia Antipolis France.
                                                 info@theralpha.com - www.theralpha.com
Innovative therapeutics for pain management

          Obtain sizeable non-dilutive financing leverage: Theralpha has succeeded in obtaining a total
           €3,5M funding commitment from public bodies:
               o €1M grant from OSEO for preclinical THA904 development
               o €2,55M grant from Eurobiomed / FUI (Fond Unique Interministeriel) for preclinical and
                  clinical development of THA903 until end of Phase I
               o €40 k PACA cluster support grant for G&A expenses
          Enter into a joint development program with Flamel Technologies (NASD: FLML) for a Medusa®-
           enabled, long-acting formulation (xl) of Theralpha’s THA902.
               o The development agreement has been structured to leverage Theralpha’s pioneering
                   intellectual property and Flamel’s expertise in creating long-acting formulations of
                   peptides, proteins, and other biologics. Flamel Technologies will be responsible for and will
                   fund formulation chemistry and large animals trials, with the objective to improve efficacy
                   and dosing, by reducing administration frequency, and consequently allowing better
                   patient compliance. Theralpha will be responsible for pre-clinical testing of THA902xl
                   pharmacodynamics.



In terms of strategy and operations, the Company :
          Will maintain a lean internal operations structure & will outsource most activities. The Company
           outsources its Research & Development activities, including exploratory research, preclinical &,
           clinical development, drug development, manufacturing and regulatory, while keeping internally
           project management and strategic functions.
          Has built and will expand a strong worldwide network of renowned pain experts to support its
           development activities. This is exemplified by the Medical Advisory Board which includes clinical
           development experts and worldwide thought leaders.
          Has acquired and will maintain a strong IP portfolio. The company secures and maintains
           intellectual property rights for its products and their applications.
          Will pursue leveraging French and European public support: on top of the usual support to
           innovative companies, ie JEI status and tax credit, the company has already obtained €3.5M in
           grants from public bodies and intends to pursue all non-dilutive funding opportunities.
          Is seeking alliances and partnership with pharma and large biotech. As exemplified by the
           agreement with Flamel Technologies, the company intends to find partners to leverage its
           development, obtain non-dilutive financing, and eventually to prepare for a future exit.
Theralpha aims to raise €5M. Thanks to non-dilutive public funding leverage, Theralpha’s total budget for 3
years will amount €7.6M and will allow taking 2 compounds up to Phase II. The founders are committed to
develop Theralpha as an attractive target for acquisition by mid/large pharmacos in a 3-5 years window.




                                                             3/4
                                                       Copyright © 2012
                                2229, route des Crêtes 06560 Valbonne Sophia Antipolis France.
                                           info@theralpha.com - www.theralpha.com
Innovative therapeutics for pain management


Founder’s team & Directors
    David Dellamonica is CEO and member of the board of directors. Before founding Theralpha,
    David Dellamonica was director of strategic development and intellectual property at TxCell (2006-
    2009) where he demonstrated his skills in developing a biotechnology company, raising €10.5M
    from public and private bodies. Before joining TxCell, David Dellamonica was director of life
    sciences for the Agence Départementale d’Attraction des Investissements Internationaux (Nice,
    2002-2006). David Dellamonica holds a diploma in Marketing and Management from Ecole
    Supérieure de Gestion (Paris, 1998) and an MBA (Lausanne, 2001).

    Michel Lazdunski, member of the board of directors is a world-renowned specialist of ion channels
    and their pharmacology. Michel Lazdunski is author of more than 700 publications, among which
    some of them have the highest rankings of citations. He has founded the Institute of Molecular
    Pharmacology (IPMC) and the Institute of Neuromolecular Medicine, both at Sophia Antipolis.
    Michel Lazdunski has also been advisor for a number of large pharmaceutical companies. Michel
    Lazdunski received recently the CNRS Gold Medal and Ernest Jung Gold Medal for medicine in 2011.

    Marc Vasseur, Chairman is an experienced biotechnology entrepreneur, who has founded,
    managed, grown and developed start-up businesses in Europe, USA and Asia. He recently (2007)
    founded and is CEO of a bio computing company named Sobios SA in partnership with Dassault
    Systems, the worldwide leader for modelling and simulation. He is also the co-founder (2003) and is
    non-executive chairman of Moleac Pte. Ltd. In 1990, Marc Vasseur co-founded and managed
    Genset NASDAQ SA, initially as CSO and later as President and CEO. Marc Vasseur became
    President and CEO of Serono Holding. Before, Marc Vasseur was Professor of virology at the
    University of Paris.

    Damian Marron, director, serves as Chief Executive Officer of Trophos SA. Mr. Marron has over 20
    years biotechnology and pharmaceutical industry experience at the international level, in particular
    in the fields of R&D and corporate development. He has raised over €200M in public and private
    equity, patient association funding and non-dilutive grants. He served as Executive Vice President of
    Corporate Development of NicOx SA from 2002 to May 30, 2008. Prior to this, he was Head of the
    European Development Business at 3M Pharmaceuticals between 1997 and 2002.


MSAB: Medical & Scientific Advisory Board




    Professor Michel          Professor Christian          Professor Claude               Professor Alain         Professor Carlos
 Lanteri-Minet Head of     Jorgensen Inflammatory          DUBRAY Head of            ESCHALIER Head of Pain    Belmonte President of
     department for         pain specialist, Head of       Pain Clinical Trial            Pharmacology          IBRO (International
  Evaluation and Pain       Immuno-Rhumatology,          Center for Ph I, II, III,     Laboratory and Pain         Brain Research
    Treatment (Nice          Montpellier Hospital         INSERM - Clermont             Clinic, member of        Organization) and
  Hospital) President of                                   Ferrand Hospital             AFSSAPS, Clermont          Director of the
 the French & European                                                                Ferrand University and         Institute of
       Pain Society                                                                           hospital           Neurosciences of
                                                                                                                  Alicante (Spain)




                                                                   4/4
                                                             Copyright © 2012
                                      2229, route des Crêtes 06560 Valbonne Sophia Antipolis France.
                                                 info@theralpha.com - www.theralpha.com

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Theralpha corporate overview_february2012

  • 1. Innovative therapeutics for pain management Executive Summary INNOVATIVE THERAPEUTICS FOR PAIN MANAGEMENT FUND RAISING ROUND A €5M TO REACH END PHASE I WITH EFFICACIE DATA FOR 2 DRUG CANDIDATES AND CTA FOR ONE IN 3 YEARS Theralpha SAS is a specialty biopharmaceutical company that develops novel and innovative drugs addressing unmet needs in pain management. Theralpha was founded by David Dellamonica, Michel Lazdunski, and Marc Vasseur, all experienced professionals, recognized internationally in the biotechnology and pharmaceutical industry, who have complementary expertise in successfully managing drug development and business operations. Founders own 100% of the Company. Damian Marron, CEO of Trophos and former executive VP of NicOx, recently joined the board of directors of Theralpha. Theralpha is based in Sophia Antipolis, France. Theralpha is a product development-oriented company. Theralpha is focused on rapidly advancing its lead compounds through late-pre-clinical and early clinical development value-creating milestones. By leveraging its founders’ experience, its pain expert network and a lean operations model, Theralpha intends to proceed aggressively with the development of its assets and become an attractive acquisition target for a Pharma/Biotech within 3-5 years. The Company’s founding assets originate from worldwide exclusive licenses from IPMC (Institut de Pharmacologie Moleculaire, CNRS, Sophia Antipolis, France) and ProTherapeutics (National University of Singapore). Specifically, the IPMC-originating assets are based on research made by Professor Michel Lazdunski and his team who have pioneered for more than 10 years the discovery of peptides found in animal venoms that selectively inhibit Acid Sensing Ion Channels (ASICs) which are directly implicated in pain signal transmission. The NUS originating drug candidate acts through nNOS pathway. THA902 THA903 THA904 Target ASIC 3 – Nav 1.8 Indirect activation of the ASIC1a, ASIC1b, ASIC1a+2a, Block pain perception by enkephalines system ASIC1a+1b nociceptors Stage Preclinical Late preclinical End Discovery Patent 2029 2027 and 2031 2031 expiration First in man Q3, year 3 Q2, year 2 Q4, year 2 First  Inflammatory pain : sever  Acute pain  Inflammatory and Indication Osteoarthritis pain Neuropathic pain The company’s drug candidates are small peptides composed of natural amino acids which are effective in multiple animal models of pain. Our pipeline includes 3 candidate drugs: THA902 that targets ASIC3, Nav1.8 and THA904 that targets ASIC1a, ASIC1b and ASIC1a+2a; THA903 –the peptide licensed from NUS- is not directed against ASICs, and has a mechanism of action involving activation of endogenous enkephalins. These drug candidates have demonstrated strong activity in classical pharmacological models of chronic, neuropathic and inflammatory pains, and acute pain. They all present an excellent safety profile. 1/4 Copyright © 2012 2229, route des Crêtes 06560 Valbonne Sophia Antipolis France. info@theralpha.com - www.theralpha.com
  • 2. Innovative therapeutics for pain management Theralpha pipeline & indications: Drug Candidates Lead MoA Administation Preclinical Clinical Partner and Indications Confirmation PHARMACO ADME, TOX IND Phase I Phase II THA902 ASIC3 & Controlled-release Subcutaneous (SC), formulation with Inflammatory Pain : Nav1.8 Intra-articular (IA) CURRENT STATUS Flamel (NASDAQ: Osteoarthritis ANTAGONIST FLML) THA903 ENKEPHALINS Sublingual CURRENT STATUS SubAlgic Consortium Acute pain RELEASE THA904 ASIC1a,1b Intrathecal, Neuropathic pain - Subcutaneous CURRENT STATUS ANTAGONIST Inflammatory pain The arrows indicate what will be achieved in 3 years  THA902 is peptide which is a potent and specific ASIC3 & Nav1.8 inhibitor. It is effective by subcutaneous injection and has a number of possible indications in inflammatory pain, including osteoarthritis pain (First development), and post-operative pain.  THA903 is a small peptide derived from venom, which is active by sublingual administration with indications in the treatment of chronic nociceptive and acute pain.  THA904 is a potent specific inhibitor of ASIC1a, ASIC1b and ASIC1a+2a, ASIC1a+1b. It can be delivered both by intrathecal and subcutaneous route and has been demonstrated in animal models to be effective for all types of pain. THA902 has completed pharmacology, and is 24 months ahead of Phase I. THA903 has completed some regulatory preclinical requirements and can enter Phase I in 20 months. THA904 is a recently patented peptide, which is 36 months to first in man. Since inception, the Company has successfully managed to:  Acquire an exclusive worldwide license for venom-derived analgesic peptides THA902 and TH904 from CNRS. This includes the worldwide exclusive right on 4 families of patents covering the peptides and their targets.  Acquire an exclusive worldwide licence for a venom-derived analgesic peptide (THA903), discovered at National University of Singapore (NUS, Singapore) and initially developed by ProTherapeutics, a NUS spin-off. We filed a new patent (PCT) for this drug candidate on February 2011 .  Conclude a first refusal right agreement in the domain of pain therapeutics with IPMC (CNRS, Sophia Antipolis), an institution recognized worldwide as a leading place for ion channel pharmacology. 2/4 Copyright © 2012 2229, route des Crêtes 06560 Valbonne Sophia Antipolis France. info@theralpha.com - www.theralpha.com
  • 3. Innovative therapeutics for pain management  Obtain sizeable non-dilutive financing leverage: Theralpha has succeeded in obtaining a total €3,5M funding commitment from public bodies: o €1M grant from OSEO for preclinical THA904 development o €2,55M grant from Eurobiomed / FUI (Fond Unique Interministeriel) for preclinical and clinical development of THA903 until end of Phase I o €40 k PACA cluster support grant for G&A expenses  Enter into a joint development program with Flamel Technologies (NASD: FLML) for a Medusa®- enabled, long-acting formulation (xl) of Theralpha’s THA902. o The development agreement has been structured to leverage Theralpha’s pioneering intellectual property and Flamel’s expertise in creating long-acting formulations of peptides, proteins, and other biologics. Flamel Technologies will be responsible for and will fund formulation chemistry and large animals trials, with the objective to improve efficacy and dosing, by reducing administration frequency, and consequently allowing better patient compliance. Theralpha will be responsible for pre-clinical testing of THA902xl pharmacodynamics. In terms of strategy and operations, the Company :  Will maintain a lean internal operations structure & will outsource most activities. The Company outsources its Research & Development activities, including exploratory research, preclinical &, clinical development, drug development, manufacturing and regulatory, while keeping internally project management and strategic functions.  Has built and will expand a strong worldwide network of renowned pain experts to support its development activities. This is exemplified by the Medical Advisory Board which includes clinical development experts and worldwide thought leaders.  Has acquired and will maintain a strong IP portfolio. The company secures and maintains intellectual property rights for its products and their applications.  Will pursue leveraging French and European public support: on top of the usual support to innovative companies, ie JEI status and tax credit, the company has already obtained €3.5M in grants from public bodies and intends to pursue all non-dilutive funding opportunities.  Is seeking alliances and partnership with pharma and large biotech. As exemplified by the agreement with Flamel Technologies, the company intends to find partners to leverage its development, obtain non-dilutive financing, and eventually to prepare for a future exit. Theralpha aims to raise €5M. Thanks to non-dilutive public funding leverage, Theralpha’s total budget for 3 years will amount €7.6M and will allow taking 2 compounds up to Phase II. The founders are committed to develop Theralpha as an attractive target for acquisition by mid/large pharmacos in a 3-5 years window. 3/4 Copyright © 2012 2229, route des Crêtes 06560 Valbonne Sophia Antipolis France. info@theralpha.com - www.theralpha.com
  • 4. Innovative therapeutics for pain management Founder’s team & Directors David Dellamonica is CEO and member of the board of directors. Before founding Theralpha, David Dellamonica was director of strategic development and intellectual property at TxCell (2006- 2009) where he demonstrated his skills in developing a biotechnology company, raising €10.5M from public and private bodies. Before joining TxCell, David Dellamonica was director of life sciences for the Agence Départementale d’Attraction des Investissements Internationaux (Nice, 2002-2006). David Dellamonica holds a diploma in Marketing and Management from Ecole Supérieure de Gestion (Paris, 1998) and an MBA (Lausanne, 2001). Michel Lazdunski, member of the board of directors is a world-renowned specialist of ion channels and their pharmacology. Michel Lazdunski is author of more than 700 publications, among which some of them have the highest rankings of citations. He has founded the Institute of Molecular Pharmacology (IPMC) and the Institute of Neuromolecular Medicine, both at Sophia Antipolis. Michel Lazdunski has also been advisor for a number of large pharmaceutical companies. Michel Lazdunski received recently the CNRS Gold Medal and Ernest Jung Gold Medal for medicine in 2011. Marc Vasseur, Chairman is an experienced biotechnology entrepreneur, who has founded, managed, grown and developed start-up businesses in Europe, USA and Asia. He recently (2007) founded and is CEO of a bio computing company named Sobios SA in partnership with Dassault Systems, the worldwide leader for modelling and simulation. He is also the co-founder (2003) and is non-executive chairman of Moleac Pte. Ltd. In 1990, Marc Vasseur co-founded and managed Genset NASDAQ SA, initially as CSO and later as President and CEO. Marc Vasseur became President and CEO of Serono Holding. Before, Marc Vasseur was Professor of virology at the University of Paris. Damian Marron, director, serves as Chief Executive Officer of Trophos SA. Mr. Marron has over 20 years biotechnology and pharmaceutical industry experience at the international level, in particular in the fields of R&D and corporate development. He has raised over €200M in public and private equity, patient association funding and non-dilutive grants. He served as Executive Vice President of Corporate Development of NicOx SA from 2002 to May 30, 2008. Prior to this, he was Head of the European Development Business at 3M Pharmaceuticals between 1997 and 2002. MSAB: Medical & Scientific Advisory Board Professor Michel Professor Christian Professor Claude Professor Alain Professor Carlos Lanteri-Minet Head of Jorgensen Inflammatory DUBRAY Head of ESCHALIER Head of Pain Belmonte President of department for pain specialist, Head of Pain Clinical Trial Pharmacology IBRO (International Evaluation and Pain Immuno-Rhumatology, Center for Ph I, II, III, Laboratory and Pain Brain Research Treatment (Nice Montpellier Hospital INSERM - Clermont Clinic, member of Organization) and Hospital) President of Ferrand Hospital AFSSAPS, Clermont Director of the the French & European Ferrand University and Institute of Pain Society hospital Neurosciences of Alicante (Spain) 4/4 Copyright © 2012 2229, route des Crêtes 06560 Valbonne Sophia Antipolis France. info@theralpha.com - www.theralpha.com