SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
JUNO THERAPEUTICS, INC.
(Name of the Issuer)
JUNO THERAPEUTICS, INC.
(Name of Person(s) Filing Statement)
Common Stock, $0.0001 par value per share
(Title of Classes of Securities)
48205A109
(CUSIP Number of Classes of Securities)
Hans E. Bishop
President and Chief Executive Officer
400 Dexter Avenue North, Suite 1200
Seattle, Washington 98109
(206) 582-1600
(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Kenton J. King
Graham Robinson
Amr Razzak
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301-1908
(650) 470-4500
This statement is filed in connection with (check the appropriate box):
a. |
☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. |
☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. |
☒ | A tender offer. | ||
d. |
☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
Transaction Valuation* | Amount of Filing Fee** | |
$9,412,756,548 | $1,171,889.19 |
* | Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Transaction Valuation was calculated on the basis of (a) 108,192,604 shares of common stock, $0.0001 par value per share (the Shares), of Juno Therapeutics, Inc. (Juno), the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 104,136,136 Shares outstanding (excluding Shares (A) owned by Celgene Corporation (Celgene), Blue Magpie Corporation or any other direct or indirect wholly owned subsidiary of Celgene, (B) owned by Juno (including Shares held in treasury) and (C) constituting unvested restricted stock) and (ii) (A) 3,722,230 Shares issuable upon the exercise of outstanding options exercisable prior to March 2, 2018, (B) 269,385 Shares underlying unvested restricted stock units that vest prior to March 2, 2018 and (C) 64,853 Shares of unvested restricted stock that vest prior to March 2, 2018), multiplied by (b) the offer price of $87.00 per Share. The foregoing share figures have been provided by the issuer to the offerors and are as of January 26, 2018, the most recent practicable date. |
** | The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $124.50 per $1,000,000 of transaction value. |
☒ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
Amount Previously Paid: $1,171,889.19 |
Filing Party: | Celgene Corporation | ||||
Form or Registration No.: Schedule TO |
Date Filed: | February 2, 2018 |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Statement) is being filed by Juno Therapeutics Inc., a Delaware corporation (Juno), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below, and relates to the offer by Blue Magpie Corporation, a Delaware corporation (Purchaser) and a wholly owned subsidiary of Celgene Corporation, a Delaware corporation (Celgene), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the Shares), of Juno (other than any Shares owned at the commencement of the Offer (as defined below) by (i) Celgene, Purchaser or any other direct or indirect wholly owned subsidiary of Celgene and (ii) Juno (or held in Junos treasury)) at a price of $87.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes in accordance with the Merger Agreement (as defined below), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 2, 2018 (the Offer to Purchase), which is annexed to and filed with this Statement as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with this Statement as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the Offer. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018, by and among Juno, Purchaser and Celgene (the Merger Agreement). The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the merger of Purchaser with and into Juno (the Merger) in accordance with Section 251(h) of the Delaware General Corporation Law (the DGCL).
The information contained in the combined Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D filed under cover of Schedule TO by Celgene on February 2, 2018, (as amended or supplemented from time to time, the Schedule TO), the Offer to Purchase and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Juno with the Securities and Exchange Commission (the SEC) on February 2, 2018, a copy of which is attached hereto as Exhibit (a)(2)(A) (as amended or supplemented from time to time, the Schedule 14D-9), is incorporated by reference herein and, except as described below, the responses to each item in this Statement are qualified in their entirety by the information contained in the Schedule TO, the Offer to Purchase and the Schedule 14D-9. The cross references identified herein are being supplied pursuant to General Instruction G to Schedule 13E-3 and indicate the location in the Schedule TO and Schedule 14D-9 of the information required to be included in response to the respective Items of this Statement.
Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information. All information contained in this Statement concerning Purchaser, Celgene or their affiliates has been provided by such person and not by any other person.
ITEM 1. | SUMMARY TERM SHEET |
The information set forth in the section of the Offer to Purchase entitled Summary Term Sheet is incorporated herein by reference.
ITEM 2. | SUBJECT COMPANY INFORMATION |
(a) | Name and Address |
The name of the subject company is Juno Therapeutics, Inc., a Delaware corporation. The address of the Junos principal executive office is 400 Dexter Avenue North, Suite 1200, Seattle, Washington 98109, and the telephone number at such office is (206) 582-1600.
(b) | Securities |
The title of the class of equity securities to which this Statement relates is Junos Shares. As of January 26, 2018, there were 115,710,674 Shares.
(c) | Trading Market and Price |
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 6. Price Range of Shares; Dividends is incorporated herein by reference.
(d) | Dividends |
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 6. Price Range of Shares; Dividends and The Tender OfferSection 12. Dividends and Distributions is incorporated herein by reference.
(e) | Prior Public Offerings |
In September 2017, Juno completed a follow-on public offering (the September 2017 Follow-On Public Offering) whereby Juno sold 7,015,000 Shares (inclusive of 915,000 Shares sold by Juno pursuant to the full exercise of the underwriters option to purchase additional shares) at a price to the public of $41.00 per Share. Juno received aggregate net proceeds from the September 2017 Follow-On Public Offering of $272.4 million, after deducting underwriting discounts and commissions and offering expenses payable by Juno.
(f) | Prior Stock Purchases |
In April 2016, Juno repurchased 240,381 Shares previously issued to Memorial Sloan Kettering Cancer Center at a price of $41.90 per Share for a total purchase price of $10.07 million.
ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON |
(a) | Name and Address |
The filing person is the subject company. The name, business address and telephone number of the filing person is set forth under Item 2 above, which information is incorporated herein by reference.
The information set forth in Annex ICertain Information Concerning the Directors and Executive Officers of Juno Therapeutics, Inc. attached hereto is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 9. Certain Information Concerning Purchaser and Celgene and Schedule A Information Concerning Members of the Boards of Directors and the Executive Officers of Celgene and Purchaser is incorporated herein by reference.
(b) | Business and Background of Entities |
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 9. Certain Information Concerning Purchaser and Celgene and Schedule A Information Concerning Members of the Boards of Directors and the Executive Officers of Celgene and Purchaser is incorporated herein by reference.
(c) | Business and Background of Natural Persons |
The information set forth in Annex ICertain Information Concerning the Directors and Executive Officers of Juno Therapeutics, Inc. attached hereto is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 9. Certain Information Concerning Purchaser and Celgene and Schedule AInformation Concerning Members of the Boards of Directors and the Executive Officers of Celgene and Purchaser is incorporated herein by reference.
ITEM 4. | TERMS OF THE TRANSACTION |
(a) | Material Terms |
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonTender Offer, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Celgene and Purchaser and their Affiliates, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates, Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation, and Item 8. Additional InformationGolden Parachute Compensation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 1. Terms of the Offer, The Tender OfferSection 2. Acceptance for Payment and Payment for Shares, The Tender OfferSection 3. Procedures for Tendering Shares, The Tender OfferSection 4. Withdrawal Rights and The Tender OfferSection 5. Material United States Federal Income Tax Consequences of the Offer and the Merger is incorporated herein by reference.
(c) | Different Terms |
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Celgene and Purchaser and their Affiliates, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates, Item 6. Interest In Securities of the Subject Company and Annex IIInterest In Securities of the Subject Company is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 11. Interests of Certain Juno Executive Officers in the Offer and the Merger and The Tender OfferSection 9. Certain Information Concerning Purchaser and Celgene is incorporated herein by reference.
(d) | Appraisal Rights |
The information set forth in the Schedule 14D-9 under the headings Item 8. Additional InformationAppraisal Rights and Annex IIISection 262 of the General Corporation Law of the State of Delaware is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 8. Appraisal Rights; Rule 13e-3 and Schedule CGeneral Corporation Law of Delaware Section 262 Appraisal Rights is incorporated herein by reference.
(e) | Provisions for Unaffiliated Security Holders |
The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.
(f) | Eligibility for Listing or Trading |
Not applicable.
ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
(a) | Transactions |
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and Agreements and Item 4. The Solicitation or RecommendationBackground of the Transaction is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 9. Transactions and Arrangements Concerning the Shares and Other Securities of Juno and Special FactorsSection 10. Certain Agreements between Celgene and its Affiliates and Juno is incorporated herein by reference.
(b)(c) Significant Corporate Events; Negotiations or Contacts
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and Agreements and Item 4. The Solicitation or RecommendationBackground of the Transaction is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 9. Transactions and Arrangements Concerning the Shares and Other Securities of Juno and Special FactorsSection 10. Certain Agreements between Celgene and its Affiliates and Juno is incorporated herein by reference.
(e) | Agreements Involving the Subject Companys Securities |
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonTender Offer, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Celgene and Purchaser and their Affiliates, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates, Item 6. Interests in Securities of the Subject Company and Annex IIInterest in Securities of the Subject Company is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 10. Transactions and Arrangements Concerning the Shares and Other Securities of Juno and Special FactorsSection 11. Certain Agreements between Celgene and its Affiliates and Juno is incorporated herein by reference.
ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
(b) | Use of Securities Acquired |
The information set forth in the Offer to Purchase under the headings Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger, Special FactorsSection 6. Effects of the Offer, Special FactorsSection 7. Summary of the Merger AgreementConversion of Capital Stock at the Effective Time and The Tender OfferSection. 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration is incorporated herein by reference.
(c)(1)(8) Plans
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Celgene and Purchaser and their Affiliates, Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates, Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation and Item 7. Purposes of the Transaction and Plans or Proposals is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger, Special FactorsSection 6. Effects of the Offer and The Tender OfferSection 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration is incorporated herein by reference.
ITEM 7. | PURPOSES, ALTERNATIVES, REASONS AND EFFECTS |
(a) | Purposes |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationSolicitation/Recommendation, Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. the Solicitation or RecommendationReasons for Recommendation and Item 7. Purposes of the Transaction and Plans or Proposals is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger is incorporated herein by reference.
(b) | Alternatives |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction and Item 4. The Solicitation or RecommendationReasons for Recommendation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background and Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger is incorporated herein by reference.
(c) | Reasons |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction and Item 4. The Solicitation or RecommendationReasons for Recommendation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background and Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger is incorporated herein by reference.
(d) | Effects |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or Recommendation, Item 5. Persons/Assets Retained, Employed, Compensated or UsedExpenses and Item 8. Additional Information is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 2. Purpose of and Reasons for the Offer and the Merger; Plans for Juno after the Offer and the Merger, Special FactorsSection 6. Effects of the Offer and The Tender OfferSection 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration and The Tender OfferSection 5. Material United States Federal Income Tax Consequences of the Offer and the Merger.
ITEM 8. | FAIRNESS OF THE TRANSACTION |
(a) | Fairness |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationSolicitation/Recommendation, Item 4. The Solicitation or RecommendationBackground of the Transaction and Item 4. The Solicitation or RecommendationReasons for Recommendation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 3. The Recommendation by the Board of Directors of Juno and Special FactorsSection 4. Position of Celgene and Purchaser Regarding Fairness of the Offer and the Merger is incorporated herein by reference.
(b) | Factors Considered in Determining Fairness |
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationSolicitation/Recommendation, Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation, Item 4. The Solicitation or RecommendationOpinion of Morgan Stanley and Item 4. The Solicitation or RecommendationCertain Financial Projections is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 3. The Recommendation by the Board of Directors of Juno, Special FactorsSection 4. Position of Celgene and Purchaser Regarding Fairness of the Offer and the Merger, Special FactorsSection 5. Opinion of Financial Advisor to Celgene, Special FactorsSection 5. Opinion of Financial Advisor to CelgeneJuno Projections Provided by Celgene to J.P. Morgan and Schedule DOpinion of Financial Advisor to Celgene is incorporated herein by reference.
A copy of the fairness opinion of Morgan Stanley & Co. LLC (Morgan Stanley), dated as of January 21, 2018, is filed as Exhibit (c)(1) hereto and is incorporated herein by reference. A copy of the presentation of Morgan Stanley to the Strategic Committee of the Board of Directors of Juno (the Juno Board) and to the Juno Board, dated January 21, 2018, is filed as Exhibit (c)(2) hereto and is incorporated herein by reference, and preliminary versions of such presentation made on November 7, 2017, December 20, 2017 and January 2, 2018 are filed as Exhibits (c)(3)(5), respectively, hereto and are incorporated herein by reference.
(c) | Approval of Security Holders |
The information set forth in the Schedule 14D-9 under the heading Item 8. Additional InformationVote Required to Approve the Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading Special FactorsSection 7. Summary of the Merger Agreement is incorporated herein by reference.
(d) | Unaffiliated Representative |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation, and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
(e) | Approval of Directors |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationSolicitation/Recommendation, Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 3. The Recommendation by the Board of Directors of Juno is incorporated herein by reference.
(f) | Other Offers |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction and Item 4. The Solicitation or RecommendationReasons for the Recommendation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading Special FactorsSection 1. Background is incorporated herein by reference.
ITEM 9. | REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS |
(a) | Report, Opinion or Appraisal |
The information set forth in Annex IOpinion of Morgan Stanley & Co. LLC attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation, Item 4. The Solicitation or RecommendationOpinion of Morgan Stanley, Item 4. The Solicitation or RecommendationCertain Financial Projections and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 4. Position of Celgene and Purchaser Regarding Fairness of the Offer and the Merger, Special FactorsSection 5. Opinion of Financial Advisor of the Board of Directors of Celgene, Special FactorsSection 5. Opinion of Financial Advisor to CelgeneJuno Projections Provided by Celgene to J.P. Morgan, and Schedule DOpinion of Financial Advisor to Celgene is incorporated herein by reference.
(b) | Preparer and Summary of the Report, Opinion or Appraisal |
The information set forth in Annex IOpinion of Morgan Stanley & Co. LLC attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Transaction, Item 4. The Solicitation or RecommendationReasons for Recommendation, Item 4. The Solicitation or RecommendationOpinion of Morgan Stanley, Item 4. The Solicitation or RecommendationCertain Financial Projections and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background, Special FactorsSection 4. Position of Celgene and Purchaser Regarding Fairness of the Offer and the Merger, Special FactorsSection 5. Opinion of Financial Advisor of the Board of Directors of Celgene, Special FactorsSection 5. Opinion of Financial Advisor to CelgeneJuno Projections Provided by Celgene to J.P. Morgan, and Schedule DOpinion of Financial Advisor to Celgene is incorporated herein by reference.
A copy of the fairness opinion of Morgan Stanley, dated as of January 21, 2018, is filed as Exhibit (c)(1) hereto and is incorporated herein by reference. A copy of the presentation of Morgan Stanley to the Strategic Committee of the Juno Board and to the Juno Board, dated January 21, 2018, is filed as Exhibit (c)(2) hereto and is incorporated herein by reference, and preliminary versions of such presentation made on November 7, 2017, December 20, 2017 and January 2, 2018 are filed as Exhibits (c)(3)(5), respectively, hereto and are incorporated herein by reference.
(c) | Availability of Documents |
The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at Junos principal executive offices located at 400 Dexter Avenue North, Suite 1200, Seattle, Washington 98109, during regular business hours, by any interested stockholder of Juno or a representative of such interested stockholder who has been so designated in writing by such interested stockholder.
ITEM 10. | SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION |
(a) | Source of Funds |
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 10. Source and Amount of Funds is incorporated herein by reference.
(b) | Conditions |
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 10. Source and Amount of Funds is incorporated herein by reference.
(c) | Expenses |
The information set forth in the Schedule 14D-9 under the heading Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading The Tender Offer14. Fees and Expenses is incorporated herein by reference.
(d) | Borrowed Funds |
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 10. Source and Amount of Funds is incorporated herein by reference.
ITEM 11. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
(a) | Securities Ownership |
The information set forth in Schedule 14D-9 under the heading Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsTransactions and Arrangements Concerning the Shares and Other Securities of Juno and Schedule BSecurity Ownership and Transactions in the Shares by Celgene, Purchaser and Their Respective Directors and Executive Officers is incorporated herein by reference.
(b) | Securities Transactions |
The information set forth in Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements between Juno and its Executive Officers, Directors and Affiliates and Item 6. Interest in Securities of the Subject Company is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsTransactions and Arrangements Concerning the Shares and Other Securities of Juno and Schedule BSecurity Ownership and Transactions in the Shares by Celgene, Purchaser and Their Respective Directors and Executive Officers is incorporated herein by reference.
ITEM 12. | THE SOLICITATION OR RECOMMENDATION |
(d) | Intent to Tender or Vote in a Going-Private Transaction |
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationIntent to Tender is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading Special FactorsSection 9. Transactions and Arrangements Concerning the Shares and Other Securities of Juno is incorporated herein by reference.
(e) | Recommendations of Others |
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationSolicitation/Recommendation and Item 4. The Solicitation or RecommendationIntent to Tender is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading Special FactorsSection 9. Transactions and Arrangements Concerning the Shares and Other Securities of Juno is incorporated herein by reference.
ITEM 13. | FINANCIAL STATEMENTS |
(a) | Financial Information |
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationCertain Financial Projections is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 8. Certain Information Concerning Juno and Special FactorsSection 5. Opinion of Financial Advisor to CelgeneJuno Projections Provided by Celgene to J.P. Morgan is incorporated herein by reference.
The audited financial statements of Juno as of and for the fiscal years ended December 31, 2015 and December 31, 2016 are incorporated herein by reference to Item 8 of Junos Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 1, 2017. The unaudited consolidated financial statements of Juno for the nine months ended September 30, 2017 are incorporated herein by reference to Item 1 of Junos Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the SEC on November 1, 2017.
(b) | Pro Forma Information |
Not applicable.
(c) | Summary Information |
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationCertain Financial Projections is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 8. Certain Information Concerning Juno and Special FactorsSection 5. Opinion of Financial Advisor to CelgeneJuno Projections Provided by Celgene to J.P. Morgan is incorporated herein by reference.
ITEM 14. | PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED |
(a) | Solicitations or Recommendations |
Neither Juno nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations to Junos stockholders with respect to the Offer.
The information set forth in the Schedule 14D-9 under the heading Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading The Tender Offer14. Fees and Expenses is incorporated herein by reference.
(b) | Employees and Corporate Assets |
Neither Celgene nor Purchaser employed or used any officer, employee or corporate assets of Juno in connection with the transaction.
The information set forth in the Schedule 14D-9 under the heading Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading The Tender Offer14. Fees and Expenses is incorporated herein by reference.
ITEM 15. | ADDITIONAL INFORMATION |
(b) | Other Material Information |
The information set forth in the Schedule 14D-9 under the heading Item 8. Additional InformationGolden Parachute Compensation is incorporated herein by reference.
ITEM 16. | EXHIBITS |
The following exhibits are filed herewith:
Exhibit No. |
Description | |
(a)(1)(A) |
Offer to Purchase, dated February 2, 2018 (incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO). | |
(a)(1)(B) |
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO). | |
(a)(1)(C) |
Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit (a)(1)(C) to the Schedule TO). |
(a)(1)(D) |
Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(D) to the Schedule TO). | |
(a)(1)(E) |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(1)(E) to the Schedule TO). | |
(a)(1)(F) |
Summary Advertisement as published in The New York Times on February 2, 2018 (incorporated herein by reference to Exhibit (a)(1)(F) to the Schedule TO). | |
(a)(2)(A) |
Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated herein by reference to Schedule 14D-9 filed by Juno Therapeutics, Inc. with the SEC on February 2, 2018). | |
(a)(2)(B) |
Joint Press Release issued by Juno Therapeutics, Inc. and Celgene Corporation, dated January 22, 2018 (incorporated herein by reference to Exhibit 99.A to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(a)(2)(C) |
E-mail from Hans E. Bishop, President and Chief Executive Officer of Juno Therapeutics, Inc., to Employees (incorporated herein by reference to Exhibit 99.A to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(a)(2)(D) |
E-mail from Hans E. Bishop, President and Chief Executive Officer of Juno Therapeutics, Inc., to Certain Scientific Founders (incorporated herein by reference to Exhibit 99.B to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(a)(2)(E) |
Juno Therapeutics, Inc. Statement to the Press (incorporated herein by reference to Exhibit 99.C to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(a)(2)(F) |
E-mail from Juno Therapeutics, Inc. to Partners, Vendors, and Others (incorporated herein by reference to Exhibit 99.D to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(a)(2)(G) |
Juno Therapeutics, Inc. Presentation to Employees (incorporated herein by reference to Exhibit 99.A to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). |
(a)(2)(H) |
E-mail from Robin Andrulevich, SVP, People of Juno Therapeutics, Inc., to Employees (incorporated herein by reference to Exhibit 99.B to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(I) |
E-mail from Kelly Associates to Temporary Workers and Contractors (incorporated herein by reference to Exhibit 99.C to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(J) |
E-mail from Laura Cooper, Associate Director, Advocacy of Juno Therapeutics, Inc., to Patient Advocacy Groups (incorporated herein by reference to Exhibit 99.D to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(K) |
Manager and Recruiter Talking Points (incorporated herein by reference to Exhibit 99.A to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(L) |
Note from Mark Alles, Chief Executive Officer of Celgene Corporation, to Employees (incorporated herein by reference to Exhibit 99.B to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(M) |
Presentation by Scott Smith, President and Chief Operating Officer of Celgene Corporation to Employees of Juno Therapeutics, Inc. (incorporated herein by reference to Exhibit 99.A to Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 23, 2018). | |
(a)(2)(N) |
E-mail from Zachary Hale, Vice President & Deputy General Counsel of Juno Therapeutics, Inc., to Employees (incorporated herein by reference to Exhibit 99.A to the Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 29, 2018). | |
(a)(2)(O) |
Transaction Impact on Equity Grants Attachment to E-mail from Zachary Hale, Vice President & Deputy General Counsel of Juno Therapeutics, Inc., to Employees (incorporated herein by reference to Exhibit 99.B to the Schedule 14D-9C filed by Juno Therapeutics, Inc. with the SEC on January 29, 2018). | |
(a)(2)(P) |
Letter to Stockholders of Juno Therapeutics, Inc., dated February 2, 2018 (incorporated herein by reference to Exhibit (a)(2)(O) to Schedule 14D-9 filed by Juno Therapeutics, Inc. with the SEC on February 2, 2018). |
(b) |
Second Amended and Restated Credit Agreement among Celgene, the lender parties named therein, and Citibank, N.A., as administrative agent, dated as of April 17, 2015 (incorporated by reference to Exhibit 10.1 to Celgenes Current Report on Form 8-K filed on April 20, 2015), as amended by FIRST AMENDMENT thereto dated as of July 29, 2015 (incorporated by reference to Exhibit 10.1 to Celgenes Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 2 thereto dated as of April 18, 2016 (incorporated by reference to Exhibit 10.2 to Celgenes Quarterly Report on Form 10-Q filed on May 3, 2016) (incorporated herein by reference to Exhibit (b) to the Schedule TO). | |
(c)(1) |
Opinion of Morgan Stanley & Co. LLC, dated as of January 21, 2018 (incorporated by reference to Annex I attached to the Schedule 14D-9). | |
(c)(2) |
Presentation, dated January 21, 2018, of Morgan Stanley & Co. LLC to the Strategic Committee of the Board of Directors and the Board of Directors of Juno Therapeutics, Inc. | |
(c)(3) |
Presentation, dated November 7, 2017, of Morgan Stanley & Co. LLC to the Strategic Committee of the Board of Directors of Juno Therapeutics, Inc. | |
(c)(4) |
Presentation, dated December 20, 2017, of Morgan Stanley & Co. LLC to the Strategic Committee of the Board of Directors of Juno Therapeutics, Inc. | |
(c)(5) |
Presentation, dated January 2, 2018, of Morgan Stanley & Co. LLC to the Strategic Committee of the Board of Directors of Juno Therapeutics, Inc. | |
(d)(1) |
Annual Report of Juno Therapeutics, Inc. on Form 10-K for the fiscal year ended December 31, 2016 (incorporated by reference to Juno Therapeutics, Inc.s Annual Report on Form 10-K for fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017). | |
(d)(2) |
Agreement and Plan of Merger, dated January 21, 2018, by and among Juno Therapeutics, Inc., Blue Magpie Corporation, and Celgene Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Juno Therapeutics, Inc. with the SEC on January 22, 2018). | |
(d)(3) |
Master Research and Collaboration Agreement, dated August 13, 2015, by and among Juno Therapeutics, Inc., Celgene Corporation and Celgene RIVOT Ltd. (incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q filed by Juno Therapeutics, Inc. with the SEC on August 14, 2015). |
(d)(4) |
License Agreement, dated April 22, 2016, by and among Juno Therapeutics, Inc., Celgene Corporation and Celgene Switzerland LLC (incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q filed by Juno Therapeutics, Inc. with the SEC on August 5, 2016). | |
(d)(5) |
Form of tax reimbursement agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Juno Therapeutics, Inc. with the SEC on February 1, 2018). | |
(d)(6) |
Definitive Proxy Statement of Juno Therapeutics, Inc. in respect of its 2017 Annual Meeting of Stockholders (incorporated by reference to Juno Therapeutics, Inc.s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 24, 2017). | |
(d)(7) |
Share Purchase Agreement, dated June 29, 2015, by and among Juno Therapeutics, Celgene Corporation and Celgene RIVOT Ltd. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Juno Therapeutics, Inc. with the SEC on June 29, 2015). | |
(d)(8) |
Stock Purchase Agreement, dated as of December 17, 2015, by and between Celgene RIVOT Ltd. and Celgene Switzerland LLC (incorporated herein by reference to Exhibit 99.6 to Schedule 13D/A filed by Juno Therapeutics, Inc. with the SEC on December 21, 2015). | |
(d)(9) |
Assignment and Joinder Agreement, dated December 17, 2015, by and among Juno Therapeutics, Inc., Celgene RIVOT Ltd., Celgene Corporation and Celgene Switzerland LLC (incorporated herein by reference to Exhibit 99.7 to Schedule 13D filed by Juno Therapeutics, Inc. with the SEC on December 21, 2015). | |
(d)(10) |
Share Purchase Agreement and Omnibus Amendment, dated September 21, 2017, by and among Celgene Corporation, Celgene Switzerland LLC, Celgene RIVOT Ltd. and Juno Therapeutics, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Juno Therapeutics, Inc. with the SEC on September 22, 2017). | |
(d)(11) |
Voting and Standstill Agreement, dated June 29, 2015, by and among Juno Therapeutics Inc., Celgene Corporation and Celgene RIVOT Ltd. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Juno Therapeutics, Inc. with the SEC on June 29, 2015). | |
(d)(12) |
Registration Rights Agreement, dated June 29, 2015, by and among Celgene Corporation, Celgene RIVOT Ltd. and Juno Therapeutics, Inc. (incorporated herein by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed by Juno Therapeutics, Inc. with the SEC on August 14, 2015). |
(d)(13) |
Form of Indemnity Agreement by and among Juno Therapeutics, Inc. and its directors and officers (incorporated herein by reference to Exhibit 10.18 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293) filed with the SEC on November 17, 2014). | |
(d)(14) |
Offer Letter Agreement, dated September 5, 2013, by and between Juno Therapeutics, Inc. and Hans E. Bishop, as amended by the Side Letter Agreement, dated September 16, 2013 (incorporated herein by reference to Exhibit 10.14 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(15) |
Offer Letter Agreement, dated January 1, 2014, by and between Juno and Bernard J. Cassidy (incorporated herein by reference to Exhibit 10.15 of Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(16) |
Offer Letter Agreement, dated May 27, 2015, by and between Juno and Hyam Levitsky (incorporated herein by reference to Exhibit 10.8 of Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2015). | |
(d)(17) |
Amendment to Offer Letter, dated May 27, 2016, by and between Juno and Hyam Levitsky (incorporated herein by reference to Exhibit 10.4 of Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016). | |
(d)(18) |
Offer Letter Agreement, dated March 20, 2014, by and between Juno and Steven D. Harr, M.D. (incorporated herein by reference to Exhibit 10.17 of Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(19) |
Offer Letter Agreement, dated September 28, 2015, by and between Juno Therapeutics, Inc. and Robert Azelby (incorporated herein by reference to Exhibit 10.2 of Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2015). | |
(d)(20) |
Offer Letter Agreement, dated April 13, 2017, by and between Juno and Sunil Agarwal (incorporated herein by reference to Exhibit 10.2 of Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017). | |
(d)(21) |
2013 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.19 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). |
(d)(22) |
2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 as amended (File No. 333-200293), originally filed with the SEC on December 9, 2014). | |
(d)(23) |
Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.25 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(24) |
Executive Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.28 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 as amended (File No. 333-200293), originally filed with the SEC on December 9, 2014). | |
(d)(25) |
Change in Control and Severance Plan (incorporated herein by reference to Exhibit 10.40 to Juno Therapeutics, Inc.s Annual Report on Form 10-K filed with the SEC on February 29, 2016). | |
(d)(26) |
Non-Employee Director Compensation Policy, adopted December 7, 2015 and Restricted Stock Unit Election Form thereunder (incorporated by reference to Exhibit 10.32(B) to Juno Therapeutics, Inc.s Annual Report on Form 10-K filed with the SEC on February 29, 2016). | |
(d)(27) |
Form of Notice of Grant of Restricted Stock Award Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Juno Therapeutics, Inc.s Current Report on Form 8-K filed with the SEC on October 20, 2017). | |
(d)(28) |
Form of Restricted Stock Unit Purchase Agreement under the 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.20 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(29) |
Form of Stock Option Grant Notice and Option Agreement under the 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.21 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 (File No. 333-200293), originally filed with the SEC on November 17, 2014). | |
(d)(30) |
Form of Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 as amended (File No. 333-200293), originally filed with the SEC on December 9, 2014). |
(d)(31) |
Form of Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (with accelerated vesting) (incorporated by reference to Exhibit 10.23(B) to Juno Therapeutics, Inc.s Annual Report on Form 10-K filed with the SEC on February 29, 2016). | |
(d)(32) |
Form of Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (director election to take cash fees in equity RSU deferral) (incorporated by reference to Exhibit 10.3 to Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2016). | |
(d)(33) |
Form of Stock Grant Award Agreement under the 2014 Equity Incentive Plan (director election to take cash fees in equity no deferral) (incorporated by reference to Exhibit 10.4 to Juno Therapeutics, Inc.s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2016). | |
(d)(34) |
Form of Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (with accelerated vesting and automatic sell-to-cover provision) (incorporated herein by reference to Exhibit 10.23(E) to Juno Therapeutics, Inc.s Annual Report on Form 10-K, filed with the SEC on March 1, 2017). | |
(d)(35) |
Form of Stock Option Grant Notice and Option Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 to Juno Therapeutics, Inc.s Registration Statement on Form S-1 as amended (File No. 333-200293), originally filed with the SEC on December 9, 2014). | |
(d)(36) |
Form of Stock Option Grant Notice and Option Agreement under the 2014 Equity Incentive Plan (with accelerated vesting) (incorporated by reference to Exhibit 10.24(B) to Juno Therapeutics, Inc.s Annual Report on Form 10-K filed with the SEC on February 29, 2016). | |
(f) |
Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex III of the Schedule 14D-9) | |
(g) |
Not applicable. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: February 2, 2018
JUNO THERAPEUTICS, INC. | ||
By: | /s/ Hans E. Bishop | |
Name: | Hans E. Bishop | |
Title: | President and Chief Executive Officer |
ANNEX I
Certain Information Concerning the Directors and Executive Officers of Juno Therapeutics, Inc.
The information presented in this Annex I sets forth the name, current business address, present principal occupation or employment, and the material occupations, positions, offices, or employment for the past five years of each executive officer of Juno Therapeutics, Inc. (Juno) and each member of the board of directors of Juno (the Board). None of the listed persons, during the past five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree, or final order enjoining him from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations of such laws. Except as disclosed in this Annex I or otherwise in this Schedule 13E-3, none of the listed persons has engaged in any transaction or series of transactions with Juno over the past two years that had an aggregate value that exceeds $60,000. Unless otherwise indicated, all directors and executive officers listed below are citizens of the United States of America. The current business address for each person listed in this Annex I is c/o Juno Therapeutics, Inc. 400 Dexter Avenue North, Suite 1200, Seattle, WA 98109 and the telephone number for each person listed below is (206) 582-1600.
Name |
Position with Juno | |
Hans E. Bishop(1) | President, Chief Executive Officer and Director | |
Steven D. Harr, M.D. | Chief Financial Officer and Head of Corporate Development | |
Sunil Agarwal, M.D. | President of Research & Development | |
Robert Azelby | Executive Vice President, Chief Commercial Officer | |
Bernard J. Cassidy | General Counsel and Secretary | |
Ann L. Lee, Ph.D. | Executive Vice President of Technical Operations | |
Howard H. Pien | Chairman of the Board of Directors | |
Hal V. Barron, M.D. | Director | |
Thomas O. Daniel, M.D. | Director | |
Anthony B. Evnin, Ph.D. | Director | |
Jay T. Flatley | Director | |
Richard D. Klausner, M.D. | Director | |
Robert T. Nelsen | Director | |
Rupert Vessey, BM BCh, DPhil | Director | |
Mary Agnes Wilderotter | Director |
(1) | Hans E. Bishop is a citizen of the United Kingdom. |
Hans E. Bishop is one of Junos co-founders and has served as Junos president and chief executive officer and a member of the Board since September 2013. Mr. Bishop has served on the board of directors of Agilent Technologies, Inc., a publicly-traded laboratory instrument manufacturing company, since July 2017, and previously served as a member of the board of directors of Avanir Pharmaceutics, Inc., a publicly-traded biopharmaceutical company, from May 2012 to January 2015, when Avanir was sold to Otsuka Pharmaceuticals Co., Ltd. From February 2012 until October 2012, Mr. Bishop was the chief operating officer of Photothera Inc., a late-stage medical device company owned by Warburg Pincus, and he continued working with Warburg Pincus as an Executive in Residence until October 2013. Prior to joining Photothera Inc., Mr. Bishop served as executive vice president and chief operating officer at Dendreon Corporation, a publicly-traded biopharmaceutical company, from January 2010 to September 2011. Mr. Bishop has also served as the president of the specialty medicine business at Bayer Healthcare Pharmaceuticals Inc. from December 2006 to January 2010, where he was responsible for a diverse portfolio of neurology, oncology and hematology products. Mr. Bishop was employed by Chiron Corporation, a global biotechnology company, from January 2004 to August 2006, with commercial responsibilities that included service as its senior vice president of global commercial operations until its sale to Novartis Corporation. Mr. Bishop received a B.Sc. in Chemistry from Brunel University in London in 1987.
Steven D. Harr, M.D. has served as Junos chief financial officer and head of corporate development since April 2014. Dr. Harr has served on the Cancer Research Endowment Authority Board since June 2016 and currently serves on the board of JW Therapeutics. Dr. Harr was managing director and head of Biotechnology Investment Banking at Morgan Stanley from May 2010 until he joined Juno. Prior to his investment banking role at Morgan Stanley, Dr. Harr was Morgan Stanleys lead biotech research analyst and co-head of global healthcare research. Dr. Harr serves on the board of directors of Loxo Oncology, Inc. Dr. Harr received a B.A. in Economics from the College of the Holy Cross in 1993 and an M.D. from The Johns Hopkins University School of Medicine in 1998. Dr. Harr was a resident in internal medicine at the University of California, San Francisco from 1998 to 2000.
Sunil Agarwal, M.D. has served as Junos president of research and development since April 2017. Prior to joining Juno, Dr. Agarwal was a private equity partner at Sofinnova Ventures, a venture capital firm that focuses largely on life science investments, beginning in August 2016. From July 2014 to August 2016, he was executive vice president and chief medical officer at Ultragenyx Pharmaceutical Inc., clinical-stage biopharmaceutical company focused on the development of products for rare and ultra-rare disease, with a focus on serious, debilitating genetic diseases. From September 2003 to July 2014, Dr. Agarwal worked at Genentech Inc. in various positions of increasing responsibility, most recently as senior vice president, global development head for ophthalmology, metabolism, neuroscience, immunology, and infectious diseases. Dr. Agarwal serves on the board of directors of Calithera Biosciences, Inc. and MyoKardia Inc. Dr. Agarwal received a B.S. in Neurobiology from Cornell University in 1992 and an M.D. from Tufts University School of Medicine in 1996. Dr. Agarwal was a pediatric resident at Childrens National Medical Center from 1996 to 1999.
Robert Azelby has served as Junos executive vice president, chief commercial officer since November 2015. Prior to joining Juno, Mr. Azelby was vice president and general manager, oncology at Amgen Inc. from June 2012 to October 2015. Mr. Azelby has served on the board of directors of Cascadian Therapeutics Inc since April 2017. From October 2010 to September 2012, he served as Amgens vice president, Amgen Oncology Sales. Prior to that, he served in various positions at Amgen, including periods as vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby serves on the board of directors of Cascadian Therapeutics, Inc. Mr. Azelby received a B.A. in Economics and Religious Studies from the University of Virginia in 1990 and an M.B.A. from Harvard Business School in 1997.
Bernard J. Cassidy has served as Junos general counsel since January 2014. Prior to joining Juno, Mr. Cassidy served in various roles at Tessera Technologies, Inc., a semiconductor packaging company, from November 2008 to July 2013, including as its executive vice president, general counsel and secretary, and as president of Tessera Intellectual Property Corp. He served in various roles at Tumbleweed Communications Corp., a provider of secure messaging and secure file transfer solutions, from May 1999 to September 2008, including as its senior vice president, general counsel and secretary, with responsibility for legal, corporate development, and human resources matters. He practiced law at Wilson Sonsini Goodrich & Rosati, Professional Corporation, from August 1992 to May 1999, and at Skadden, Arps, Slate, Meagher & Flom LLP from September 1989 to July 1992. Mr. Cassidy received a B.A. in Philosophy from the Jesuit House of Studies, Loyola University, New Orleans in 1978, an M.A. in Philosophy from the University of Toronto in 1981, and a J.D. from Harvard Law School in 1988. He also completed the Executive Education Program for Growing Companies at Stanford Graduate School of Business in 2004.
Ann L. Lee, Ph.D. has served as Junos executive vice president of technical operations since November 2017. Prior to joining Juno, Dr. Lee held senior leadership positions at Genentech and Roche, including as Genentechs senior vice president, pharma technical development from April 2009 and Roches head of global technical development from January 2010. Prior to Genentech, Dr. Lee spent over 16 years at Merck & Co., Inc., most recently in Mercks manufacturing division as its vice president, chemical technology and engineering. Dr. Lee has received several awards and distinctions in
science and engineering, including recognition as an elected member of the National Academy of Engineering and a new Fellow of the American Academy of Arts and Sciences. Dr. Lee obtained her B.S. in Chemical Engineering from Cornell University and earned her M.S. and M.Phil. in Biochemical Engineering and Ph.D. in Engineering and Applied Sciences from Yale University.
Howard H. Pien has served as a member of the Board since January 2014 and as its chairman since September 2014. Mr. Pien is also the chairman of Indivior PLC, which was a division of the United Kingdom-based consumer goods conglomerate Reckitt Benckiser Group plc that was spun off as a public company in December 2014. He also currently serves as a member of the board of directors of Immunogen, Inc. Mr. Pien previously served as president and chief executive officer and chairman of the board of directors of Medarex, Inc., a biopharmaceutical company, from June 2007 until its acquisition by Bristol-Myers Squibb in September 2009. Mr. Pien served as chief executive officer and chairman of the board of Chiron Corporation, a biotechnology company, from April 2004 until its acquisition by Novartis Corporation in 2006. Mr. Pien has been a director of several other boards, including at ViroPharma, Inc., where he served as its lead independent director from December 2008 to January 2014, Vanda Pharmaceuticals, Inc., Sage Therapeutics, Inc. and Ikaria, Inc. Mr. Pien also previously served as a director of the Biotechnology Industry Association and the Pharmaceutical Research and Manufacturers of America. Mr. Pien received a B.S. from the Massachusetts Institute of Technology in 1979 and an M.B.A. from Carnegie-Mellon University in 1981.
Hal V. Barron, M.D. has served as a member of the Board since September 2014. Since January 1, 2018, Dr. Barron has been chief scientific officer and president, R&D, at GlaxoSmithKline plc, and serves on its board of directors. Prior to joining GlaxoSmithKline plc, Dr. Barron was president of research and development at California Life Sciences LLC (Calico), a private biotechnology company, since November 2013. Previously, he served as executive vice president, head of global product development, and chief medical officer at Hoffmann-La Roche, or Roche, a global health care company, from January 2010 to November 2013. Dr. Barron was executive vice president at Genentech, which became a subsidiary of Roche in March 2009, from June 2009 to November 2013. While at Genentech, Dr. Barron also served as chief medical officer from June 2004 to November 2013, as senior vice president of development from June 2004 to June 2010, and as vice president of medical affairs from June 2002 to June 2004. Dr. Barron previously served as a member of the board of directors of Alexza Pharmaceuticals Inc., a public pharmaceutical company, from December 2007 to May 2013. He received a B.S. in engineering physics from Washington University in 1985 and an M.D. from Yale University in 1989.
Thomas O. Daniel, M.D. has served as a member of the Board since August 2015. Dr. Daniel has been the executive chairman of Vividion Therapeutics, a privately held biotechnology company, since February 2017. He served as Celgenes chairman of Celgene research from January 2016 until June 2016, and was previously Celgenes president, research and early development from December 2006 to January 2016 and executive vice president from February 2012 until June 2016. He served as the chief scientific officer and a member of the board of directors at Ambrx Inc., a biotechnology company focused on discovering and developing protein-based therapeutics, from 2003 to 2006. Dr. Daniel previously served as vice president, research at Amgen Inc., where he was research site head of Amgen Washington and therapeutic area head of inflammation. Prior to Amgens acquisition of Immunex, Dr. Daniel served as senior vice president of discovery research at Immunex. Dr. Daniel has been a member of the therapeutic advisory board of aTyr Pharma, Inc., was previously a director for Epizyme Corporation, and is currently a director of Zafgen, Inc., Magenta Therapeutics, ImmusanT, and VIR Therapeutics. Dr. Daniel serves as a member of the biomedical science advisory board of Vanderbilt University Medical Center and advises BlackThorn Therapeutics. He is a venture partner at ARCH Venture Partners. A nephrologist and former academic investigator, Dr. Daniel was previously the K.M. Hakim Professor of Medicine and Cell Biology at Vanderbilt University, and Director of the Vanderbilt Center for Vascular Biology. Dr. Daniel received a B.A. from the Southern Methodist University in Texas in 1974 and an M.D. from the University of Texas, Southwestern, in 1978, and completed medical residency at Massachusetts General Hospital.
Anthony B. Evnin, Ph.D. has served as a member of the Board since January 2014. Dr. Evnin is currently a member of the board of directors of AVEO Pharmaceuticals, Inc., Cantel Medical Corp., and Infinity Pharmaceuticals, Inc. as well as Bridge Medicines LLC and Constellation Pharmaceuticals, Inc., both private companies. Since 1975, Dr. Evnin has served as partner of Venrock, a venture capital firm, and has been employed by Venrock since 1974. Dr. Evnin was formerly a director of many other biotechnology companies, including Acceleron Pharma Inc., CymaBay Therapeutics, Celladon Corporation, Coley Pharmaceutical Group, Inc., Icagen, Inc., Pharmos Corp., and Sunesis Pharmaceuticals Incorporated. He serves as a trustee of The Jackson Laboratory, as a member of the boards of overseers and managers of Memorial Sloan Kettering Cancer Center, as a member of the board of directors of the New York Genome Center, as a member of the board of directors of the Albert and Mary Lasker Foundation, as a trustee emeritus of The Rockefeller University, and as a trustee emeritus of Princeton University. Dr. Evnin received an A.B. from Princeton University in 1962 and a Ph.D. in Chemistry from the Massachusetts Institute of Technology in 1966.
Jay T. Flatley has served as a member of the Board since May 2017. Mr. Flatley has served since July 2016 as Executive Chairman of IIlumina, Inc., a global leader in DNA sequencing and array-based technologies, where he has been on the board of directors since October 1999. Mr. Flatley also served as Illuminas chief executive officer from December 2013 to July 2016 and as IIluminas president and chief executive officer from October 1999 through December 2013. Mr. Flatley also serves on the board of directors of Coherent, Inc. and Denali Therapeutics Inc. Mr. Flatley received a B.A. in economics from Claremont McKenna College and a B.S. and M.S. in industrial engineering from Stanford University.
Richard D. Klausner, M.D. has served as a member of the Board since inception in August 2013. From September 2013 to February 2016, Dr. Klausner served first as senior vice president and chief medical officer and later as chief opportunity officer at Illumina Corporation, a publicly-traded biotechnology company. He served as the chairman of the board of directors of Audax Health until February 2014. Previously, he has served as managing partner of the venture capital firm, The Column Group from May 2005 to February 2011. Dr. Klausner was the executive director for global health of the Bill and Melinda Gates Foundation from 2002 to 2005 and was the eleventh director of the National Cancer Institute between 1995 and 2001. Dr. Klausner also served as chief of the cell biology and metabolism branch of the National Institute of Child Health and Human Development as well as a past president of the American Society of Clinical Investigation. Dr. Klausner is the chief strategy advisor for USAID and has served in senior advisory roles to the U.S., Norwegian, Qatari, and Indian governments. He previously chaired the International Advisory Board for Samsung and previously chaired the Strategic Oversight Council of Sanofi. Dr. Klausner received a B.S. in Molecular Biophysics and Biochemistry from Yale University in 1973 and an M.D. from Duke Medical School in 1976.
Robert T. Nelsen is one of Junos co-founders and has served as a member of the Board since inception in August 2013. Since 1994, Mr. Nelsen has served as a co-founder and managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. Mr. Nelsen has played a significant role in the early sourcing, financing and development of more than 30 companies. Mr. Nelsen is a director of Sapphire Energy, Inc., Gossamer Bio, Inc., Arivale, Inc., Denali Therapeutics, Inc., Grail, Inc., and Syros Pharmaceuticals, among other companies, and previously served as a director of Illumina, Inc., Fate Therapeutics, Inc., deCODE Genetics, Ltd., Agios Pharmaceuticals Inc., NeurogesX, Inc., KYTHERA Biopharmaceuticals, Inc., Bellerophon Therapeutics, Inc., Sage Therapeutics, Inc., and Caliper Life Sciences, Inc. Mr. Nelsen also previously served as a trustee of Fred Hutchinson Cancer Research Center. Mr. Nelsen received a B.S. in Economics and Biology from the University of Puget Sound in 1985 and an M.B.A. from the University of Chicago in 1987.
Rupert Vessey, BM BCh, DPhil has served as Celgenes executive vice president and president, research and early development since January 2016. Dr. Vessey joined Celgene as its senior vice president, translational development in January 2015. Prior to Celgene, Dr. Vessey served in various positions at Merck over a period of ten years, most recently as its senior vice president of early development and discovery sciences. He is an elected Fellow of the Royal College of Physicians. Dr. Vessey graduated from Oxford University with a M.A. in Physiological Sciences, a BM BCh in Clinical Medicine, and a DPhil in Molecular Immunology.
Mary Agnes Maggie Wilderotter has served as a member of the Board since November 2014. From April 2015 to April 2016, Mrs. Wilderotter was executive chairman of the board of directors of Frontier Communications Corporation, a public telecommunications company formerly known as Citizens Communications Company. From November 2004 until April 2015, Mrs. Wilderotter was chief executive officer of Frontier and served as chairman of its board of directors since December 2005. Prior to joining Frontier, Mrs. Wilderotter was the senior vice president of the world wide public sector of Microsoft Corp. from November 2003 to November 2004 and the senior vice president of global business strategy of Microsoft from November 2002 to November 2003. From 1997 to 2002, Mrs. Wilderotter served as the president and chief executive officer of Wink Communications, an interactive telecommunications and media company. Mrs. Wilderotter is a member of the board of directors of three other public companies, Costco Wholesale Corporation, Hewlett Packard Enterprise Co., and Cadence Design Systems, Inc. Mrs. Wilderotter previously served as a member of the board of directors of Dreamworks Animation SKG, Procter & Gamble, Xerox Corporation, and Yahoo! Inc. Mrs. Wilderotter received a B.A. in Economics from the College of the Holy Cross in 1977, an Honorary Doctor of Engineering from the Stevens Institute of Technology in 2014, and an Honorary Doctor of Laws from the University of Rochester in 2016.
Exhibit (c)(2)
Project Maple
Discussion
Materials
January 21, 2018
Morgan Stanley
Project Maple
Table of
Contents
Section 1 Market Update
Section 2 Review of Maple
Management Forecasts Section 3 Financial Analysis Appendix A PoS Adjusted Financials Appendix B Non-PoS Adjusted Financials Appendix C Assumptions Details Appendix D Financial Analysis Reference Materials
2
Project Maple Statistics shown reflect Oaks full and final proposal received on January 19, 2018 Summary of Oak Proposal Purchase Price Transaction Statistics Other Timing $87.00 / share ($MM) except per share data Proposal $87.00 BSO (1) 115.3 FDSO (1) 126.1 Equity Value 10,975 (-) JW Stake (2) (54.8) (+) Net Debt (Cash) (3) (953.4) (+) Success Payments (4) 170.0 (+) Contingent Consideration (5) 24.9 Aggregate Value 10,162 Premium to Unaffected Prices (as of 1/16/18): Price % Unaffected Price (1/16/2018) (6) $45.60 91% 30 Day VWAP (6) $46.61 87% 60 Day VWAP (6) $49.51 76% 52 Week High (6) $63.45 37% 52 Week Low (6) $18.90 360% Median Broker Target (7) $56.00 55% 100% cash consideration (8) No financing contingencies (8) Termination fee of $300MM (~2.75% of equity value) (8) Reverse termination fee of $600MM (8) Oak has engaged Proskauer (Legal), Hogan Lovells (Legal), Jones Day (Legal), and JP Morgan (Financial) Targeted signing on January 21 and announcement pre-market open on January 22 Source Bloomberg, Capital IQ, Maple Management Notes 1. Per Maple management; represents basic shares outstanding as of 1/19/2018; dilution calculated via the treasury stock method 2. Per Maple management; represents equity stake in JW Therapeutics (Shanghai); $55MM book value based on 27% ownership and $200MM series A valuation 3. Per Maple management; balance as of 1/19/2018; includes cash and cash equivalents as well as short and long-term marketable securities 4. Per Maple management; represents the FHCRC and MSK success payment liability implied by Proposal 5. Per Maple management; the fair value of obligations from previous business combinations as of 12/31/2017 6. Per Capital IQ as of 1/16/2018 (unaffected date i.e. the date on which the Wall Street Journal stated that Oak is in talks to acquire Maple in the coming weeks); VWAP based on calendar days 7. Broker price targets shown per Bloomberg as of 1/16/2018 (unaffected date) 8. Per draft merger agreement received by Morgan Stanley on 1/20/2018 3
Project Maple
Section 1
Market Update
4
Project Maple Maple Board MARKET UPDATE Biopharma Market Environment Last Twelve Months Share Price Performance Last Twelve Months; Re-based to 100 Mid-June : Late October: Dec 22: 170 Trump Administration Large Cap Tax Bill Draft Executive Order Biopharma Signed Leaks; Seen as Release 3Q Favorable to Industry Earnings 160 150 41% 140 130 23% 24% 120 12% 110 100 90 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 (1) (2) (3) NBI NBI Large Cap XBI S&P 500 Source Capital IQ as of January 19, 2018 Notes 1. NASDAQ Biotechnology Index (market capitalization weighted index) 2. NBI Large Cap Biotech includes Amgen, Biogen, Oak, Gilead (market capitalization weighted index) 3. Total biotech index (equal weighted index) Share Price Performance L12M L6M L3M NBI(1) 23% 4% 1% NBI Large Cap(2) 12% 1% (2%) XBI(3) 41% 10% 4% S&P 500 24% 14% 9% Morgan Stanley 5
Project Maple MARKET UPDATE Maple Share Price Performance Last Twelve Months Share Price Performance 19 Jan 2018: Last Twelve Months Oak proposal of $87 Share Price (USD) / share received Vol. 80 25 16 Jan 2018: WSJ rumors stating Oak in 9 Dec 2017: Maple and Oak talks to acquire 70 release data on JCAR017 at ASH Maple in the 245% in patients with DLBCL and r/r coming weeks. 20 aggressive B-Cell NHL Maple 1-day stock reaction +52% 30 Aug 2017: FDA 60 approval of Novartis CART cell therapy, Kymriah, the first FDA approval for a 1 Nov 2017: ASH CAR-T cell therapy Conference 15 50 abstracts for JCAR017 released 17 June 2017: Maple 28 Aug 2017: presented Announcement of 14 Dec 2017: Oak 40 TRANSCEND NHL Gilead acquisition verbal non-binding 10 001 trial data at of Kite Pharma for IOI of $86/share Malignant Lymphoma $11.9Bn received Conference (Lugano) 30 5 20 10 0 Jan-17 Mar-17 May-17 Jul-17 Sep-17 Nov-17 Jan-18 Volume Price Source Capital IQ as of January 19, 2018 Notes 1. Closing price per Capital IQ 2. Per Maple management; represents basic shares outstanding as of 1/19/2018; dilution calculated via the treasury stock method 3. Per Maple management; balance as of 1/19/2018; includes cash and cash equivalents as well as short and long-term marketable securities 4. Per Maple management; represents equity stake in JW Therapeutics (Shanghai); $55MM book value based on 27% ownership and $200MM series A valuation 5. Per Maple management as of 1/19/2018 6. Per Maple management; represents the book value of FHCRC and MSK success payment liability as of 12/31/2017 7. Per Maple management; the fair value of obligations from previous business combinations as of 12/31/2017 8. Released after market close on 1/16/2018 (unaffected date) 9. Unaffected share price of $45.60 at 1/16/2018 The CAR-T sector has been active with a number of recent catalysts, including: WSJ rumors stating Oak is in talks to acquire Maple in the coming weeks (8) Multiple data presentations at the ASH conference including updated data from the TRANSCEND study of JCAR017 FDA approval of the first CAR-T cell therapy, Kymriah, a Novartis asset FDA approval of Gileads lead CAR- T product, Axi-Cel The announcement of Gileads acquisition of Kite Pharma Maple Market Stats ($MM) except per Share data As of: 1/16(9) 1/19 Share Price (1) $45.60 $67.81 BSO (2) 115.3 115.3 FDSO (2) 122.8 125.0 Market Cap 5,600 8,475 Cash & Cash Equiv. (3) (964.1) (964.1) JW Stake (4) (54.8) (54.8) Debt (5) 10.7 10.7 Success Payments (6) 113.5 113.5 Cont. Considerations (7) 24.9 24.9 Aggregate Value 4,730 7,605 Morgan Stanley 6
Project Maple Maple Board Discussion MARKET UPDATE Maple Share Price Performance (contd) Last 3 Months Share Price Performance Last 3 Months; Re-Based to Maple Share Price Share Price (USD) Vol. (MM) 75 25 19 Jan 2018: Oak proposal of $87 / share received 70 9 Dec 2017: Maple and Oak release data on 55% JCAR017 at ASH in patients with DLBCL and 65 20 r/r aggressive B-Cell NHL 7 Nov 2017: Previous 16 Jan 2018: WSJ Maple Board discussion rumors state that 60 Oak is in talks to acquire Maple in the coming weeks 1 Nov 2017: 55 ASH 15 Conference 14 Dec 2017: Oak 23% abstracts for verbal non-binding JCAR017 IOI of $86/share 50 released received 10 Dec 2017: bluebird bio (with Oak) announce updated results from ph.1 bb2121 BCMA 45 10 program; bluebird bio also announces data from other gene 1% therapy programs 40 (15%) 35 5 30 25 0 20-Oct-17 1-Nov-17 13-Nov-17 23-Nov-17 5-Dec-17 15-Dec-17 27-Dec-17 8-Jan-18 19-Jan-17 Maple Volume Maple Price Oak Bluebird Bio NBI(1) Source Capital IQ as of January 19, 2018 Recent WSJ rumors have had an effect on Maple share price performance, with bluebird bio also witnessing an uptick The ASH conference (December 9-12) featured several notable data releases which created volatility in the CAR-T sector: Maple (with Oak) presented updated data from the Phase I JCAR017 TRANSCEND study in r/r aggressive B-cell NHL bluebird bio (with Oak) released data on its BCMA CAR-T program and other gene therapy programs, resulting in a market capitalization increase to $8Bn+ Gilead/Kite announced long-term data on its pivotal ZUMA-1 study of Yescarta showing ORRs/CRs of 42%/40% for subjects at 15 months Morgan Stanley Notes 1. NASDAQ Biotechnology Index (market capitalization weighted index) 7
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 MARKET UPDATE Sell-Side Research Perspectives Post Deal Rumors Perspectives on Potential Deal Maple Sell Side Research Perspectives Post Deal Rumors Prev. New Takeout Price Broker Date (1) (2) Rating Perspectives on Potential Deal PT PT Commentary Overall, such a deal could solve some of Oaks logistical issues with CAR-T and consolidate its interests in two key cancer programsMorgan Stanley 18-Jan-18 $43.00 $42.00 Hold N/A myeloma and lymphoma (3) Needham 18-Jan-18 $65.00 $65.00 Buy N/A No commentary As the oncology treatment paradigm shifts towards integration of T-Cell therapies, Maple may be the ideal target for a takeout for a large Maxim 18-Jan-18 $56.00 $98.00 Buy >$10Bn pharma...it is unlikely the company is going be acquired at the current valuation or a discount $70 / share is a fair Wedbush 17-Jan-18 $64.00 $70.00 Hold To justify a premium for Maple above $70 would require cost-cuts in R&D/SG&A exceeding 20%/40% of modeled expensesnot feasible takeout value Acquisition of Maple could potentially create global manufacturing and operational synergies. Oak could select either bluebirds bb2121 or Leerink 17-Jan-18 $56.00 $56.00 Buy $88 / share (~$11.1Bn) Maples JCARH125 as next-gen BCMA program or divest Maples and eliminate a potential competitor $63 / share on a Incremental value of full CD19 and BCMA CAR-T rights are considerably less, perhaps half that of Kite, particularly given 12- to 18-month Wells Fargo 17-Jan-18 $54.00 $63.00 Hold fundamental basis lag for JCAR017 vs Kites Yescarta, and early stage nature of Maples BCMA relative to pivotal stage of bb2121 $61$82 / share While Oak already has exclusive WW rights to 2 BCMA products from bluebird, Maples BCMA product could serve as a backup or a Raymond James 16-Jan-18 $61.00 $61.00 Buy ($7.09.4Bn Eq. Val.) more superior product depending on the clinical results Barclays 11-Jan-18 $55.00 $55.00 Buy N/A No commentary $65$76 / share Maple is a scarce asset with few CAR-T cell companies of this scaleother suitors may be involved or emerge. Maple could become a SunTrust 20-Dec-17 $65.00 $65.00 Buy (approx. $8Bn) key strategic platform for many large pharma/big biotechs as Kite has become a key strategic focus for Gilead Guggenheim 20-Dec-17 $55.00 $55.00 Buy N/A No commentary Cowen 11-Dec-17 $60.00 $60.00 Buy N/A No commentary J.P. Morgan 1-Nov-17 $50.00 $50.00 Hold N/A No commentary More broadly we note that this news follows Gileads 2017 acquisition of Kite Pharma for its cell therapy portfolio; hence it could suggest Goldman Sachs 6-Oct-17 $44.00 $44.00 Hold N/A a building interest by large-cap biopharma in cell therapy Median $56.00 $60.00 Premium to (4) 23% 32% Unaffected Notes 1. As of 1/16/2018 (unaffected date) 2. As of 1/19/2018 3. Initiated coverage as of 1/5/2018 4. Unaffected share price of $45.60 at 1/16/2018 Morgan Stanley 8
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\9
Project Maple
Section 2
Review of Maple Management Forecasts
9
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN REVIEW OF MAPLE MANAGEMENT FORECASTS Summary of Commercial Financial Scenarios Per Maple Management; See Appendix C for Further Details Financial scenarios based on forecasts developed by Maple management and delivered to Morgan Stanley on December 29, 2017 Maple management has prepared three commercial scenarios for the existing clinical portfolio All three scenarios assume JCAR017, JCARH125, and existing pipeline candidates are clinically developed and pursued The scenarios primarily reflect commercial sensitivities on the launch date, ramp, and ultimate penetration / share of CAR-T therapies and Maples product candidates Management views the Base Case as the most likely case with respect to these drivers The Downside Case generally assumes lower CAR-T penetration and lower share for JCAR017, JCARH125, and the pipeline candidates relative to the Base Case The Upside Case generally assumes higher CAR-T penetration and higher share for JCAR017, JCARH125, and the pipeline candidates relative to the Base case Economic potential of Maples technology and development platform is evaluated separately from these three commercial scenarios Notes 1. Considers 2L TNE and 2L TE as separate lines 2. No 1L pursued in the Downside Case Drugs by Indication Number of Lines Base Downside Upside JCAR017 NHL (1) 4 4 4 CLL 2 2 2 ALL 2 2 2 JCARH125 MM (2) 3 2 3 JCAR024 (ROR-1) NSCLC 3 3 3 TNBC 3 3 3 JCAR020 (MUC-16) Ovarian 3 3 3 JTCR016 (WT-1) AML 3 3 3 NSCLC 3 3 3 LeY NSCLC 3 3 3 JTCR018 (HPV) NSCLC 3 3 3 Cervical 3 3 3 10
Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Probability of Success Assumptions Per Maple Management; See Appendix C for Further Details (2) JCAR017 3L DLBCL 90% 2L TNE 90% 2L TE 60% 1L DLBCL 10% 3L CLL 70% 2L CLL 50% Adult ALL 75% Ped ALL 75% JCARH125 4L+ MM 55% 2L MM 40% (1) 1L MM 15% Pipeline JCAR024 (ROR-1) 10% JCAR020 (MUC-16) 10% JTCR016 (WT-1) 10% LeY 10% JTCR018 (HPV) 10% Note 1. The Downside Case assumes a 0% market share in JCARH125 1L indication; certain pre-commercialization R&D expenses included and PoS adjusted at 15% 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 PoS assumptions as provided by Maple management PoS assumptions are the same across Base, Upside, and Downside Cases 11
Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Maple Forecast Summary PoS Adjusted Net Sales by Indication Per Maple Management (4) Base Case: PoS Adjusted Net Sales $Bn 10.0 7.7 8.0 8.0 7.0 7.3 6.4 6.7 1.2 1.3 6.0 1.2 0.1 5.5 1.1 1.2 0.1 6.0 5.0 1.0 0.1 0.1 4.5 0.8 0.1 0.1 1.9 2.0 3.9 0.6 0.2 1.8 3.5 0.4 1.7 1.8 4.0 0.2 1.6 1.6 2.9 1.4 1.5 2.4 1.2 1.7 4.6 2.0 3.8 4.0 4.2 4.4 0.7 2.9 3.1 3.3 3.4 3.6 0.0 0.2 2.2 2.4 2.6 1.9 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Downside Case: PoS Adjusted Net Sales $Bn 5.0 4.0 3.5 3.6 3.2 3.3 2.9 3.0 0.4 2.7 0.3 0.4 0.2 3.0 2.4 2.5 0.3 0.1 0.2 2.2 0.3 0.3 0.1 0.8 2.0 0.2 0.2 0.1 0.1 0.7 0.7 1.8 0.1 0.2 0.7 1.5 0.1 0.6 0.6 2.0 0.6 0.6 0.8 1.2 1.0 2.0 2.1 2.2 2.3 0.3 1.6 1.7 1.8 1.9 1.3 1.4 1.5 1.6 0.0 0.1 1.0 1.2 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales $Bn 16.0 14.2 13.0 13.6 11.9 12.4 11.0 11.4 3.0 12.0 10.0 10.5 2.8 2.9 2.7 0.1 0.1 9.0 2.5 2.6 0.1 7.5 2.4 2.4 0.1 0.1 3.6 2.2 0.1 0.1 3.4 3.5 8.0 6.0 1.8 0.1 0.1 3.1 3.2 2.9 3.0 4.7 2.7 2.8 2.4 3.6 4.0 2.6 7.5 1.3 6.1 6.4 6.7 7.1 4.7 5.0 5.3 5.5 5.8 0.0 0.3 3.5 3.9 4.3 2.2 2.9 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Notes 1. Depicts launch price assumptions in the Base Case 2. Includes royalty revenue associated with JCAR017 3. Includes royalty revenue from 4-1BB and CD-28 royalties 4. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 Launch Price Assumptions (1) ($K) US Ex-US JCAR017 $320 $270 JCARH125 $330 $270 Pipeline $192 $162 JCAR017 (2) JCARH125 Royalties & Other (3) Pipeline 12
Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS JCAR017 Forecast Summary PoS Adjusted Net Sales by Indication Per Maple Management (5) Base Case: PoS Adjusted Net Sales (1) $Bn 6.0 5.0 4.2 4.4 4.6 3.8 4.0 0.2 3.6 0.2 4.0 3.3 3.4 0.2 0.2 0.8 3.1 0.2 0.7 0.8 2.9 0.1 0.2 0.7 2.6 0.6 0.7 3.0 2.2 2.4 0.6 0.6 1.9 0.5 0.5 2.0 1.4 3.3 3.5 3.6 2.8 3.0 3.1 0.7 2.3 2.4 2.6 2.7 1.0 1.7 1.8 2.0 0.1 1.2 1.6 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Downside Case: PoS Adjusted Net Sales (1) $Bn 3.0 2.2 2.3 2.5 2.1 0.1 1.9 2.0 1.8 0.1 2.0 1.7 0.1 0.5 1.6 1.6 0.1 0.1 0.5 1.5 0.1 0.4 0.4 1.4 0.0 0.1 0.4 1.5 1.2 1.3 0.0 0.4 0.4 0.0 0.3 0.3 1.0 0.3 0.3 0.3 1.0 0.7 0.2 1.6 1.7 1.8 1.4 1.5 1.5 0.3 1.2 1.3 1.3 0.5 1.0 1.0 1.1 0.0 0.8 0.9 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales (1) $Bn 10.0 7.1 7.5 8.0 6.7 6.1 6.4 0.4 5.8 0.3 5.3 5.5 0.3 0.3 6.0 5.0 0.3 1.7 1.8 4.7 0.3 0.3 1.6 4.3 0.3 1.5 1.5 3.9 0.3 0.3 1.3 1.4 3.5 1.2 1.2 4.0 2.9 1.1 2.2 1.1 1.2 4.6 4.8 5.0 5.3 2.0 3.7 3.9 4.1 4.3 3.0 3.4 3.5 0.3 2.4 2.5 2.7 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 ALL (2) CLL (3) JCAR017 NHL (4) Notes 1. Includes royalty revenue associated with JCAR017 (ex-US) 2. ALL includes adult and pediatric ALL 3. CLL includes 3L and 2L CLL 4. NHL includes 3L DLBCL, 2L TNE, 2L TE, and 1L DLBCL 5. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 13
Project Maple Maple Board Discussion REVIEW OF MAPLE MANAGEMENT FORECASTS JCARH125 Forecast Summary PoS Adjusted Net Sales by Line Treatment Per Maple Management (1) Base Case: PoS Adjusted Net Sales $Bn 3.0 2.5 2.0 1.8 1.9 2.0 1.7 1.8 1.6 1.6 1.5 0.3 0.3 1.4 0.3 0.3 1.5 1.2 0.3 0.3 1.1 0.3 0.3 0.9 0.2 0.1 0.9 1.0 1.0 0.8 0.9 0.9 0.6 0.7 0.8 0.8 0.7 0.7 0.7 0.3 0.5 0.5 0.1 0.0 0.5 0.5 0.5 0.5 0.6 0.6 0.6 0.6 0.7 0.0 0.4 0.4 0.4 0.5 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Downside Case: PoS Adjusted Net Sales $Bn 1.0 No 1L MM 0.8 0.8 0.7 0.7 Indication 0.6 0.7 0.6 0.6 0.6 0.6 0.6 0.5 0.5 0.4 0.4 0.4 0.4 0.3 0.4 0.3 0.3 0.3 0.4 0.3 0.3 0.3 0.1 0.2 0.3 0.4 0.1 0.3 0.3 0.3 0.3 0.3 0.3 0.0 0.2 0.2 0.2 0.2 0.3 0.1 0.0 0.1 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales $Bn 5.0 4.0 3.5 3.6 3.2 3.4 3.0 3.1 2.8 2.9 0.8 3.0 2.7 0.8 0.8 2.4 0.7 0.7 2.0 0.6 0.7 0.7 0.4 0.6 2.0 1.7 1.7 1.5 1.5 1.6 1.1 1.3 1.4 1.4 1.2 1.2 1.3 1.0 0.6 0.2 1.2 0.0 0.8 0.8 0.9 0.9 0.9 1.0 1.0 1.0 1.1 1.1 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Notes 1. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 1L MM 2L MM JCARH125 4L+ MM 14
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 REVIEW OF MAPLE MANAGEMENT FORECASTS Benchmarking: Top Drugs By Mature Market Sales Top 10 Drugs by 2020 Sales vs Maple 2035 PoS Adjusted Sales Top Ten Drug Sales 2020 Estimates(1) 2020E Sales ($Bn) 25 21.0 20 15 11.8 9.8 10 1.2 8.2 8.0 7.9 7.8 7.3 6.2 5.9 4.0 5 4.6 0 Humira Roche Xarelto Eliquis Imbruvica Revlimid CD20 Keytruda Opdivo Eylea Enbrel Franchise Non-Oncology Drug Oncology Drug Rituxan Ocrevus Gazyva Source Evaluate Pharma as of January 2018 Maple Drug Sales 2035 Estimates (3) 2035 Estimates ($Bn) 25.0 20.0 15.0 10.5 10.0 6.6 5.0 3.6 3.3 2.0 0.8 0.0 JCAR017(2) JCARH125(2) (PoS Adjusted) (PoS Adjusted) Base Case Downside Case Upside Case Source Maple management 1. Sales figure includes total WW revenue attributable to all companies booking revenue from direct sales 2. Worldwide sales shown (i.e. includes OUS sales from OUS jurisdictions that have been licensed to Oak or other 3rd parties) 3. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 15
Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Platform R&D Overview Illustrative Economic Contribution Analysis (1) Platform R&D Overview Platform R&D represents future R&D spending related to not yet named product candidates Platform R&D return is assumed to be equal to WACC + 5% on a post-tax basis Assumes that platform R&D spend begins generating returns in the year after spend (i.e. no return on spend in same calendar year) No return from platform R&D until 2023 Forecasted platform R&D spend and associated return is stable across commercial forecasts (only sensitivity is assumed WACC) For modeling purposes, platform R&D spend is examined and valued separately from the value derived from identified product candidates, including JCAR017, JCARH125, and pipeline product candidates Platform R&DIllustrative Economics (4) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Return on R&D Spend: Platform R&D Spend (78) (42) (104) (112) (169) (225) (465) (545) (945) (945) (945) (945) (945) (945) (945) (945) (945) (945) Cumulative R&D Spend (78) (120) (223) (335) (504) (729) (1,195) (1,740) (2,686) (3,631) (4,576) (5,522) (6,467) (7,413) (8,358) (9,303) (10,249) (11,194) Post Tax Return (2) 98 142 232 338 522 706 889 1,073 1,257 1,441 1,624 1,808 1,992 Annual Impact: Platform R&D Expense (78) (42) (104) (112) (169) (225) (465) (545) (945) (945) (945) (945) (945) (945) (945) (945) (945) (945) Pre-Tax Platform Return 127 184 302 439 678 916 1,155 1,394 1,632 1,871 2,109 2,348 2,587 EBIT (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Effective Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% (3) (48) (103) (158) (213) (268) (323) (378) Taxes Paid Total NOPAT (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 161 345 529 713 896 1,080 1,264 Notes 1. Based on Maple management estimates 2. Return on cumulative R&D spend measured at WACC + 5%; WACC + 5% assumed to be post-tax return; figures shown utilize mid-point WACC; no return on R&D spent in same calendar year; return on cumulative R&D spend based on cumulative spend up to year prior to return calculation; per Maple management instruction 3. Tax shield from net losses / NOL creation valued separately 4. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 16
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\17
Project Maple
Section 3
Financial Analysis
17
Project Maple FINANCIAL ANALYSIS Key Analytical Assumptions Per Maple Management Based on Maple management commercial financial scenarios (forecasted to 2035) Scenarios incorporate risk adjustments for clinical Probability of Success (PoS) using Maple DCF of management assumptions for the risk of achieving positive clinical outcomes and obtaining Existing regulatory approval for each respective drug and/or indication Clinical Portfolio Terminal value of existing portfolio (excluding Platform R&D) calculated using a (5%) perpetuity growth rate applied at the end of the forecast period (ending in 2035) Assumes WACC of 13.4%15.4% Forecasted platform R&D (i.e. R&D allocated to yet to be named / future product candidates) included in discounted cash flow analysis per Maple management guidance Assumes that cumulative platform R&D spend generates an annual return equal to Maples weighted average cost of capital plus 5% commencing in 2023 DCF of Platform Spend does not provide return until year after expenditure (i.e. 1 year lag) Perpetuity growth rate of (5%) assigned to platform R&D No PoS applied (embedded in implied return) Assumes WACC of 13.4%15.4% Assumes Maple pre-existing NOLs are not limited under §382 and as such are included in the standalone DCF analyses per Maple management Tax Net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while Attribute net operating losses incurred after 12/31/17 can offset up to 80% of future earnings before tax per Treatment (2) Maple management Assumes 23% effective tax rate per Maple management Under the Fred Hutchinson Cancer Research Center (FHCRC) License and Collaboration Agreement and the Memorial Sloan Kettering (MSK) License and Research Agreement, Maple is FHCRC / obligated to make certain pre-defined payments in either cash or Maple common stock (at Maples MSK option) to each of FHCRC and MSK upon the Maple share price exceeding certain price thresholds Success during a valuation period (1) Payments Per Maple management, FHCRC and MSK success payments have been treated as debt with the total liability based on the price per share valuation resulting from the discounted cash flow analysis Financial analysis is focused on evaluating risk-adjusted standalone value of Maple Primary methodology utilized is a DCF analysis that assesses the following components: Value of existing clinical portfolio Value of platform Value of tax benefits Balance sheet and financing impact Success Payments $MM Except Per Share Data Payment Cumulative Threshold FHCRC MSK Total $60 / Share 50 70 120 $80 / Share 50 0 170 $100 / Share 50 0 220 $120 / Share 50 70 340 $140 / Share 50 0 390 $160 / Share 50 0 440 Note 1. Per Maple management, maximum aggregate success payments to FHCRC and MSK are $375MM and $150MM, respectively; as of 12/31/2017, Maple has paid FHCRC and MSK success payments equal to $75MM and $10MM, respectively; the amount of a success payment is determined based on whether the value of Maple common stock meets or exceeds certain specified threshold values; success payments will be owed after measurement on a valuation measurement date, which includes, among others triggers, the date on which Maple sells, leases, transfers or exclusively licenses all or substantially all of its assets to another company 2. Per Maple management 18
Project Maple FINANCIAL ANALYSIS Key Analytical Assumptions (contd) Per Maple Management Per Maple management, under the terms of the Oak Share Purchase Agreement, Oak has the right to purchase up to 19.99% and 30.00% of Maple common stock in 2019 and 2024, respectively, after giving effect to such purchase, at the closing share price of Maple common stock plus a contractually defined premium (1) (2) Analysis includes sensitivity of value impact to current shareholders should Oak exercise its First Acquisition Right to acquire up to 19.99% of Maple common stock in 2019 Per Maple management, assumes that Oak will forego exercising its Second Acquisition Right in 2024 Assumes projected cash shortfalls, after giving effect to the exercise of the Oak Acquisition Rights (if applicable), are funded via an equity issuance in the year of such projected cash Financing shortfall in the quantum needed to fund operations for 12 months Requirements / Dilution $300MM minimum cash required per Maple management Proceeds from dilutive equity issuances are discounted by Maples cost of equity and included in current net debt for purposes of DCF analyses For purposes of determining dilution, assumes that current share price is grown at Maples cost of equity (3) Proceeds from 3rd party equity issuances (excluding Oak) are assumed to equal market value on date of issuance Proceeds from the exercise of Oak Acquisition Rights are based on Oak Share Purchase Agreement terms, which require purchase of Maple shares at a pre-determined range of premiums depending on Maple share price Notes 1. During the period beginning on 6/29/2019, and ending on 6/28/2020, subject to Oak opting in to a certain number of Maple programs under the Collaboration Agreement, Oak will have the right to purchase up to 19.99% of the outstanding shares of Maple common stock (after giving effect to such purchase) at the closing price of Maple common stock on the date of exercise plus a contractual premium; for purposes of financial analyses shown, assumes that such exercise would occur (if exercised) in 2019 2. During the period beginning on 6/29/2024, and ending on the later of (i) 6/29/2025 or (ii) the earlier of (a) the date that is 6 months following the date the conditions to the exercise of the Second Acquisition Right are satisfied and (b) 12/29/2025, subject to Maple and Oak opting in to a certain number of programs under the Collaboration Agreement, Oak will have the right to purchase up to 30.00% of the outstanding shares of Maple common stock (after giving effect to such purchase) at the closing price of Maple common stock on the date of exercise plus a contractual premium; for purposes of financial analyses shown, assumes that such exercise would occur (if exercised) in 2024 3. For purposes of DCF analysis, Maple share price assumed to be equal to 1/16/2018 closing price (unaffected date) 19
Project Maple Maple Board FINANCIAL ANALYSIS Maple Standalone Analysis PoS Adjusted; Analysis Includes Terminal Value & Platform Return (9) Summary of Indicative Analyses (1)(2)(3)(4) Share Price Rounded to The Nearest $1.00; Sensitized at 13.4%15.4% WACC and 13.4%15.4% Ke Risk Adj. DCFNo Unaffected Share Current Share 1/19 Oak Equity (8) Aggregate Price: $45.60 Price: $67.81 Proposal: $87.00 Dilution from Oak 1st Value ($Bn) Value ($Bn) Acquisition Right Base Case $79 $97 1012 912 Downside Case $33 $40 45 34 Upside Case $148 $183 1923 1923 Risk Adj. DCFOak 1st Acquisition Right Exercised Base Case $78 $95 1012 912 Downside Case $36 $42 45 34 Upside Case $140 $172 1822 1923 Reference Only 52 Week Trading $19 $63 Range (5) Broker Price Targets (6) $43 $65 0 40 80 120 160 200 $62 $68 $81 $90 Premium to Current Price (1) (12%) +75% +163% +251% +339% 25th Percentile Premium (37%) (7) 50th Percentile Premium (50%) (7) ` 75th Percentile Premium (78%) (7) Average Top Quartile Premium (97%) (7) Management continues to view the Base Case as the most likely outcome Sensitivities to Base Case provided on next page Base Case mid-point DCF value has declined ~$4 / share from January 2nd Board meeting due to updated market data and capitalization inputs No changes to management forecasts since January 2nd Board meeting Notes 1. Market data as of 1/19/2018. Unaffected Share price reflects closing price on 1/16/2018 2. Valuation date as of 12/31/2017; mid year discount convention utilized 3. Maple share count, cash, and debt as of 1/19/2018 as provided by Maple management; other balance sheet data as of 12/31/2017 per Maple Management; see capitalization table in Appendix D for further details 4. See Appendix C for further details 5. Intraday trading range shown through unaffected date of 1/16/2018 6. Broker price targets shown per Bloomberg as of unaffected date 1/16/2018 7. Premiums to unaffected 1/1/18 share price ; based on transaction comparables listed in Appendix D 8. Equity value to current shareholders post dilution from Oak Acquisition Rights and third party equity raises, as applicable. Predicated on unaffected share price as of 1/16/2018 9. Based on Maple management forecasts provided to Morgan Stanley on 12/29,/2017 20
Project Maple Maple Board Discussion Materials FINANCIAL ANALYSIS Illustrative DCF Sensitivity Analysis Base Case; PoS Adjusted; Assumes Oak 1st Acquisition Right Exercised (1)(2)(3) CAR-T Penetration Maple Market Share Launch Indications PoS Other $97 $95 +13% +11% $94 $94 +9% +9% $93 $92 $91 +8% +7% +6% $89 $88 $88 +4% +2% +2% Midpoint Value of $86 Per Share (1%) (2%) (2%) $85 $84 (3%) (3%) $84 (5%) (5%) $83 $83 (6%) $82 (6%) $82 (7%) 80 $81 $81 $ (9%) (9%) (10%) $78 $78 10% (12%) $77 10%- $76 10% -/ 10% / + 10% -/ + - 10%/ + / - + . / + Sales 15% . Year + SharePen 10% 1 MM / Share - Pen DLBCL + T / T1L -Share + 1L 10% Car Market PoS Car Market Lagged JCAR017 / 500bps Price + Market US / Penetration + T Ex JCAR017JCARH125 PoS JCAR017 Launch PGR Car JCARH125 Maple JCAR017 JCARH125 JCAR017 No No No All JCARH125 Notes 1. Market data as of 1/19/2018; Maple share price data as of unaffected date 1/16/2018 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.4% and Ke of 14.4% used 3. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 21
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Base Case (Oak 1st Acquisition Right Exercised) (9) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 15 12.2 11% (8) ~$86 / sh 12 ~$3 / share 1.4 1.8 10.8 (8) 10.4 ~$16 / share 0.4 9 0.6 2.1 0.5 7.9 2.2 0.7 2.0 6.3 0.2 ALL 6 0.9 CLL 3 5.2 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Other Attributes (5) Value Before Value on Return (6) Value Equity From Value to Platform & Current Value Equity Existing Issuances Shareholders Notes TV Portfolio Issuances Shareholders Notes TV Portfolio 1. Market data as of 1/19/2018; Maple share price data as of unaffected date 1/16/2018 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.4% and Ke of 14.4% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; includes cash and cash equivalents as of 1/19/2018, JW Therapeutics (Shanghai) stake ($55MM based on 27% ownership and $200MM series A valuation), total debt as of 1/19/2018, and contingent consideration as of 12/31/2017; see capitalization table provided in Appendix D for further details; per Maple management 22 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share 9. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Downside Case (Oak 1st Acquisition Right Exercised) (9) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 6 5.4 13% ~$39 / share 0.7 4.7 2.1 4 (8) ~$3 / share (8) 3.3 0.1 ~$6 / share 0.5 0.4 2.6 0.4 0.8 1.9 0.4 CLL 2.2 2 0.7 2.1 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Other Attributes (5) Value Before Value on Return (6) Value Equity From Value to Platform & Current Value Equity Existing Issuances Shareholders Notes TV Portfolio 1. Market data as of 1/19/2018; Maple share price data as of unaffected date 1/16/2018 Issuances Shareholders Notes TV Portfolio 1. Market data as of 1/19/2018; Maple share price data as of unaffected date 1/16/2018 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.4% and Ke of 14.4% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; includes cash and cash equivalents as of 1/19/2018, JW Therapeutics (Shanghai) stake ($55MM based on 27% ownership and $200MM series A valuation), total debt as of 1/19/2018, and contingent consideration as of 12/31/2017; see capitalization table provided in Appendix D for further details; per Maple management 23 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share 9. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Upside Case (Oak 1st Acquisition Right Exercised) (9) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 25 (8) 11% ~$3 / share 22.4 ~$155 / (8) share ~$30 / share 20.8 1.6 2.6 0.4 19.8 20 3.9 2.9 2.7 16.5 0.8 0.4 15 4.3 10.9 10 0.5 ALL 2.2 CLL 5 8.2 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Other Attributes (5) Value Before Value on Return (6) Value Equity From Value to Platform & Current Value Equity Existing Issuances Shareholders Notes TV Portfolio Notes TV Portfolio Issuances 1. Market data as of 1/19/2018; Maple share price data as of unaffected date 1/16/2018 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.4% and Ke of 14.4% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; includes cash and cash equivalents as of 1/19/2018, JW Therapeutics (Shanghai) stake ($55MM based on 27% ownership and $200MM series A valuation), total debt as of 1/19/2018, and contingent consideration as of 12/31/2017; see capitalization table provided in Appendix D for further details; per Maple management 24 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share 9. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\25
Project Maple
Appendix A
PoS Adjusted Financials
25
Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Base Case; PoS Adjusted; Per Maple Management (2) Projections PoS Adjusted Base Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 133 654 1,388 1,816 2,045 2,206 2,466 2,732 2,897 3,053 3,217 3,390 3,573 3,766 3,969 4,183 4,408 JCAR017 Ex-US Royalty 6 49 120 159 171 176 190 204 207 208 210 211 212 214 215 217 JCARH125 Net Revenue 8 131 325 604 929 1,094 1,206 1,368 1,489 1,557 1,619 1,683 1,751 1,823 1,898 1,977 4-1BB Royalty Revenue 5 8 13 20 26 33 38 41 45 49 52 55 28 -CD-28 Royalty Revenue 7 21 52 87 86 79 83 92 98 101 105 109 113 118 123 128 133 138 JCAR024 (ROR-1) 5 14 38 63 110 162 197 221 232 240 248 257 JCAR020 (MUC-16) 6 17 41 64 91 117 133 144 149 154 158 163 JTCR016 (WT-1) 9 28 86 149 246 348 413 458 479 496 513 532 LeY 5 16 39 61 103 149 180 202 212 220 228 236 JTCR018 (HPV) 1 4 13 23 44 67 83 93 97 99 102 105 Total Net Sales 12 162 732 1,675 2,373 2,919 3,454 3,948 4,487 4,979 5,498 5,990 6,365 6,703 7,021 7,341 7,678 8,033 COGS (42) (179) (383) (530) (639) (747) (711) (792) (862) (937) (1,004) (1,056) (1,103) (1,141) (1,178) (1,217) (1,258) Total Gross Profit 12 120 553 1,292 1,844 2,280 2,707 3,237 3,695 4,117 4,561 4,986 5,309 5,600 5,880 6,163 6,461 6,774 % Margin 100% 74% 76% 77% 78% 78% 78% 82% 82% 83% 83% 83% 83% 84% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (152) (194) (152) (166) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (177) (219) (42) (112) (70) (70) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (347) (390) (15) 653 1,135 1,520 2,104 2,538 3,016 3,415 3,895 4,295 4,592 4,857 5,108 5,361 5,628 5,910 Margin n.m. (241%) (2.0%) 39.0% 47.8% 52.1% 60.9% 64.3% 67.2% 68.6% 70.9% 71.7% 72.1% 72.5% 72.8% 73.0% 73.3% 73.6% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (25) (44) (286) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) Net Income Incl. NOL Adj. (425) (432) (119) 517 921 1,136 1,404 1,767 1,933 2,424 2,977 3,469 3,881 4,268 4,646 5,024 5,414 5,814 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (15) (58) (100) (81) (73) (95) (133) (159) (124) (137) (130) (90) (68) (48) (44) (47) (49) Equity Issuance 1,250 Ending Cash Balance 488 1,251 1,065 1,472 2,312 3,375 4,684 6,298 8,051 10,340 13,170 16,509 20,300 24,500 29,098 34,078 39,445 45,210 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point 26 WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017
Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Base Case; PoS Adjusted; Per Maple Management (4) Tax AttributesBase Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (49) (174) (272) (316) (345) (410) (460) (492) (522) (554) (587) (623) (661) (700) (742) (786) JCAR017 (ex-US Royalties)Segment Taxes (1) (11) (28) (36) (39) (41) (44) (47) (48) (48) (48) (49) (49) (49) (50) (50) JCARH125 (Global)Segment Taxes (27) (77) (135) (175) (196) (227) (249) (262) (273) (286) (299) (312) (327) (342) CD28 & 4-1BB Royalties- Segment Taxes (3) (7) (15) (25) (26) (26) (28) (31) (33) (35) (36) (38) (32) (27) (28) (29) (31) (32) PipelineSegment Taxes (23) (51) (110) (159) (190) (212) (222) (230) (238) (246) G&A / OtherSegment Taxes PlatformSegment Taxes (48) (103) (158) (213) (268) (323) (378) Total Segment Taxes (3) (7) (66) (210) (353) (455) (547) (657) (756) (851) (965) (1,108) (1,235) (1,354) (1,471) (1,588) (1,709) (1,833) Consolidated Book Taxes Pre-NOL Utilization (125) (222) (327) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) Tax Shield from EBT Negative Segments 3 7 66 85 131 128 128 129 179 127 75 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (425) (432) (119) 542 966 1,422 1,823 2,295 2,510 3,147 3,866 4,505 5,040 5,543 6,034 6,525 7,031 7,551 Book Taxes (125) (222) (327) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) (3) NOL Schedule : Beginning Balance 409 833 1,265 1,384 951 178 Accrual / (Utilization) 425 432 119 (433) (773) (178) Ending Balance 833 1,265 1,384 951 178 Taxable EBT (425) (432) (119) 108 193 1,244 1,823 2,295 2,510 3,147 3,866 4,505 5,040 5,543 6,034 6,525 7,031 7,551 Cash Taxes Paid (25) (44) (286) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) Book Taxes (125) (222) (327) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) Cash Taxes (25) (44) (286) (419) (528) (577) (724) (889) (1,036) (1,159) (1,275) (1,388) (1,501) (1,617) (1,737) Tax Savings from NOLs 100 178 41 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per Maple management forecasts provided to Morgan Stanley on 12/29/2017 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per Maple management; net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating losses incurred after 12/31/17 can offset up to 80% of future earnings before tax 4. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 27
Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Downside Case; PoS Adjusted; Per Maple Management (2) Projections PoS Adjusted Downside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 42 266 666 929 1,074 1,172 1,263 1,359 1,452 1,538 1,621 1,709 1,801 1,899 2,002 2,110 2,225 JCAR017 Ex-US Royalty 2 22 57 79 89 92 95 98 101 102 103 103 104 105 105 106 JCARH125 Net Revenue 4 56 144 273 406 494 537 559 580 602 625 650 676 703 731 761 4-1BB Royalty Revenue 3 7 13 20 24 29 32 35 37 40 42 44 12 -CD-28 Royalty Revenue 6 18 47 83 94 95 99 105 111 116 120 125 130 135 140 146 152 157 JCAR024 (ROR-1) 1 4 11 18 31 46 56 63 66 68 71 73 JCAR020 (MUC-16) 2 5 12 18 26 34 38 41 43 44 45 47 JTCR016 (WT-1) 3 8 25 43 70 99 118 131 137 142 147 152 LeY 2 5 11 17 29 43 52 58 61 63 65 67 JTCR018 (HPV) 0 1 4 7 12 19 24 27 28 28 29 30 Total Net Sales 10 67 332 848 1,249 1,549 1,804 2,012 2,200 2,367 2,549 2,735 2,866 3,009 3,153 3,301 3,456 3,619 COGS (13) (73) (182) (265) (325) (376) (349) (377) (400) (423) (447) (467) (486) (503) (520) (537) (556) Total Gross Profit 10 54 259 667 984 1,223 1,428 1,663 1,823 1,968 2,126 2,288 2,399 2,523 2,650 2,781 2,919 3,063 % Margin 100% 80% 78% 79% 79% 79% 79% 83% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% R&DJCAR017 & JCARH125 (152) (194) (152) (179) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (177) (219) (42) (112) (70) (70) -SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (349) (456) (309) 15 275 463 826 964 1,144 1,266 1,470 1,607 1,692 1,789 1,888 1,989 2,096 2,208 Margin n.m. (682%) (93.2%) 1.7% 22.0% 29.9% 45.8% 47.9% 52.0% 53.5% 57.7% 58.8% 59.0% 59.4% 59.9% 60.3% 60.6% 61.0% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (14) (25) (33) (49) (230) (331) (418) (492) (569) (647) (725) (805) (885) Net Income Incl. NOL Adj. (427) (498) (413) (97) 106 351 519 687 589 769 1,110 1,399 1,648 1,906 2,166 2,428 2,694 2,964 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (6) (27) (53) (44) (39) (40) (43) (53) (46) (52) (52) (35) (29) (21) (20) (21) (22) Equity Issuance 1,250 89 72 Ending Cash Balance 486 1,193 743 672 805 1,117 1,596 2,221 2,736 3,448 4,496 5,843 7,456 9,334 11,479 13,887 16,560 19,502 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 28
Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Downside Case; PoS Adjusted; Per Maple Management (4) Tax AttributesDownside Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (50) (120) (148) (165) (191) (208) (225) (241) (257) (273) (290) (309) (328) (349) (370) JCAR017 (ex-US Royalties)Segment Taxes (1) (5) (13) (18) (20) (21) (22) (23) (23) (23) (24) (24) (24) (24) (24) (24) JCARH125 (Global)Segment Taxes (17) (41) (62) (69) (72) (76) (79) (83) (87) (91) (96) (101) (106) CD28 & 4-1BB Royalties- Segment Taxes (2) (6) (14) (24) (27) (28) (30) (32) (34) (36) (37) (39) (33) (31) (32) (34) (35) (36) PipelineSegment Taxes (0) (29) (43) (52) (58) (61) (63) (65) (68) G&A / OtherSegment Taxes PlatformSegment Taxes (48) (103) (158) (213) (268) (323) (378) Total Segment Taxes (2) (6) (14) (79) (160) (212) (257) (306) (333) (356) (407) (490) (568) (649) (730) (813) (897) (982) Consolidated Book Taxes Pre-NOL Utilization (24) (84) (125) (166) (147) (230) (331) (418) (492) (569) (647) (725) (805) (885) Tax Shield from EBT Negative Segments 2 6 14 79 136 128 132 140 186 127 75 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (427) (498) (413) (97) 106 365 544 720 638 998 1,441 1,817 2,140 2,475 2,813 3,153 3,499 3,849 Book Taxes (24) (84) (125) (166) (147) (230) (331) (418) (492) (569) (647) (725) (805) (885) (3) NOL Schedule : Beginning Balance 409 836 1,334 1,747 1,844 1,738 1,435 1,000 423 -Accrual / (Utilization) 427 498 413 97 (106) (303) (435) (576) (423) -Ending Balance 836 1,334 1,747 1,844 1,738 1,435 1,000 423 Taxable EBT (427) (498) (413) (97)62 109 144 215 998 1,441 1,817 2,140 2,475 2,813 3,153 3,499 3,849 Cash Taxes Paid (14) (25) (33) (49) (230) (331) (418) (492) (569) (647) (725) (805) (885) Book Taxes (24) (84) (125) (166) (147) (230) (331) (418) (492) (569) (647) (725) (805) (885) Cash Taxes (14) (25) (33) (49) (230) (331) (418) (492) (569) (647) (725) (805) (885) Tax Savings from NOLs 24 70 100 133 97 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per Maple management forecasts provided to Morgan Stanley on 12/29/2017 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per Maple management; net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating losses incurred after 12/31/17 can offset up to 80% of future earnings before tax 4. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 29
Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Upside Case; PoS Adjusted; Per Maple Management (2) Projections PoS Adjusted Upside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 257 1,206 2,142 2,727 3,250 3,629 4,046 4,434 4,680 4,933 5,199 5,480 5,776 6,088 6,416 6,763 7,129 JCAR017 Ex-US Royalty 15 105 189 241 274 287 303 315 318 320 322 324 326 328 330 333 JCARH125 Net Revenue 17 247 597 1,108 1,669 2,023 2,375 2,666 2,802 2,904 3,012 3,125 3,244 3,369 3,500 3,638 4-1BB Royalty Revenue 6 8 9 13 16 21 24 27 31 33 35 36 19 -CD-28 Royalty Revenue 10 29 68 92 72 60 66 76 77 79 82 86 90 94 98 103 107 112 JCAR024 (ROR-1) 67 209 356 441 465 480 496 512 530 548 567 587 JCAR020 (MUC-16) 46 142 238 291 304 313 322 331 341 351 362 373 JTCR016 (WT-1) 137 430 732 908 959 990 1,024 1,058 1,095 1,133 1,173 1,215 LeY 61 191 324 401 423 437 452 468 485 502 520 539 JTCR018 (HPV) 29 89 153 191 200 205 210 216 221 227 234 240 Total Net Sales 16 293 1,314 2,598 3,603 4,680 6,003 7,519 9,024 10,004 10,520 10,971 11,426 11,904 12,427 12,978 13,557 14,165 COGS (82) (331) (602) (824) (1,054) (1,313) (1,352) (1,582) (1,732) (1,802) (1,859) (1,917) (1,978) (2,041) (2,107) (2,176) (2,248) Total Gross Profit 16 212 984 1,996 2,778 3,626 4,690 6,167 7,441 8,272 8,717 9,112 9,509 9,926 10,386 10,870 11,380 11,917 % Margin 100% 72% 75% 77% 77% 77% 78% 82% 82% 83% 83% 83% 83% 83% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (152) (194) (152) (179) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (112) (289) (289) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (343) (298) 415 1,232 1,958 2,795 4,129 5,581 6,833 7,640 8,052 8,422 8,792 9,182 9,614 10,068 10,548 11,053 Margin n.m. (101.7%) 31.6% 47.4% 54.3% 59.7% 68.8% 74.2% 75.7% 76.4% 76.5% 76.8% 76.9% 77.1% 77.4% 77.6% 77.8% 78.0% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (60) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) Net Income Incl. NOL Adj. (421) (340) 312 1,060 1,377 2,077 2,963 4,109 4,871 5,677 6,178 6,646 7,115 7,599 8,115 8,649 9,202 9,774 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (28) (103) (140) (120) (144) (358) (545) (490) (271) (96) (69) (70) (73) (79) (83) (87) (92) Equity Issuance 1,250 Ending Cash Balance 492 1,334 1,532 2,442 3,699 5,632 8,237 11,781 16,143 21,538 27,610 34,187 41,232 48,758 56,794 65,360 74,474 84,157 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 30
Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Upside Case; PoS Adjusted; Per Maple Management (4) Tax AttributesUpside Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (142) (303) (429) (525) (593) (699) (773) (821) (870) (923) (978) (1,036) (1,098) (1,163) (1,232) (1,305) JCAR017 (ex-US Royalties)Segment Taxes (3) (24) (44) (56) (63) (66) (70) (72) (73) (74) (74) (75) (75) (75) (76) (77) JCARH125 (Global)Segment Taxes (7) (75) (166) (265) (350) (417) (471) (497) (516) (538) (560) (583) (608) (634) (661) CD28 & 4-1BB Royalties- Segment Taxes (4) (8) (18) (24) (20) (19) (21) (24) (25) (26) (27) (28) (25) (22) (23) (24) (25) (26) PipelineSegment Taxes (64) (204) (349) (433) (454) (468) (483) (499) (516) (533) (552) (571) G&A / OtherSegment Taxes PlatformSegment Taxes (48) (103) (158) (213) (268) (323) (378) Total Segment Taxes (4) (8) (163) (358) (568) (764) (1,006) (1,343) (1,634) (1,823) (1,921) (2,057) (2,201) (2,349) (2,507) (2,671) (2,841) (3,016) Consolidated Book Taxes Pre-NOL Utilization (72) (258) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) Tax Shield from EBT Negative Segments 4 8 91 100 157 144 121 115 179 127 75 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (421) (340) 312 1,120 1,788 2,697 3,848 5,337 6,326 7,373 8,023 8,631 9,241 9,869 10,539 11,232 11,951 12,694 Book Taxes (72) (258) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) (3) NOL Schedule : Beginning Balance 408 829 1,169 858 Accrual / (Utilization) 421 340 (312) (858) Ending Balance 829 1,169 858 Taxable EBT (421) (340)263 1,788 2,697 3,848 5,337 6,326 7,373 8,023 8,631 9,241 9,869 10,539 11,232 11,951 12,694 Cash Taxes Paid (60) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) Book Taxes (72) (258) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) Cash Taxes (60) (411) (620) (885) (1,227) (1,455) (1,696) (1,845) (1,985) (2,125) (2,270) (2,424) (2,583) (2,749) (2,920) Tax Savings from NOLs 72 197 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per Maple management forecasts provided to Morgan Stanley on 12/29/2017 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per Maple management; net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating losses incurred after 12/31/17 can offset up to 80% of future earnings before tax 4. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 31
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\32
Project Maple
Appendix B
Non-PoS Adjusted Financials
32
Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary Base Case; Non-PoS Adjusted; Per Maple Management (2) Projections Non-PoS Adjusted Base Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 148 739 1,658 2,275 2,619 2,957 4,441 6,009 6,511 6,862 7,232 7,622 8,033 8,467 8,924 9,405 9,913 JCAR017 Ex-US Royalty 6 56 143 200 221 239 367 493 512 515 519 522 526 530 533 537 JCARH125 Net Revenue 14 237 601 1,241 2,038 2,456 2,977 3,861 4,459 4,700 4,880 5,070 5,269 5,479 5,699 5,931 4-1BB Royalty Revenue 5 9 15 26 35 50 63 74 92 110 118 124 81 -CD-28 Royalty Revenue 9 25 64 109 108 99 123 184 210 211 220 228 237 246 256 266 277 287 JCAR024 (ROR-1) 46 139 377 627 1,096 1,620 1,969 2,211 2,317 2,396 2,479 2,566 JCAR020 (MUC-16) 56 167 408 641 911 1,174 1,331 1,437 1,491 1,536 1,582 1,631 JTCR016 (WT-1) 95 285 859 1,493 2,457 3,476 4,127 4,577 4,790 4,957 5,133 5,317 LeY 53 159 388 612 1,027 1,491 1,803 2,021 2,121 2,197 2,276 2,360 JTCR018 (HPV) 13 38 127 228 436 671 826 930 969 995 1,022 1,050 Total Net Sales 13 182 837 2,086 3,163 4,208 5,665 8,181 11,815 14,785 18,097 21,232 23,394 25,046 26,205 27,279 28,406 29,591 COGS (47) (203) (475) (708) (920) (1,212) (1,465) (2,044) (2,486) (2,993) (3,451) (3,763) (4,002) (4,152) (4,288) (4,430) (4,577) Total Gross Profit 13 135 635 1,610 2,455 3,288 4,453 6,716 9,770 12,299 15,104 17,780 19,631 21,044 22,053 22,990 23,977 25,014 % Margin 100% 74% 76% 77% 78% 78% 79% 82% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% R&DJCAR017 & JCARH125 (160) (220) (232) (363) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (315) (735) (420) (1,120) (700) (700) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (359) (435) (88) 663 1,299 1,770 3,243 4,731 8,176 10,674 14,108 16,750 18,566 19,943 20,914 21,813 22,758 23,753 Margin n.m. (239%) (10.5%) 31.8% 41.1% 42.1% 57.2% 57.8% 69.2% 72.2% 78.0% 78.9% 79.4% 79.6% 79.8% 80.0% 80.1% 80.3% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (25) (52) (346) (681) (1,032) (1,764) (2,393) (3,238) (3,901) (4,373) (4,745) (5,023) (5,285) (5,557) (5,841) Net Income Incl. NOL Adj. (436) (477) (192) 526 1,078 1,326 2,280 3,455 5,905 8,013 10,841 13,059 14,641 15,885 16,817 17,692 18,604 19,554 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (17) (66) (125) (108) (105) (146) (252) (363) (297) (331) (313) (216) (165) (116) (107) (113) (118) Equity Issuance 1,250 Ending Cash Balance 477 1,193 926 1,317 2,287 3,509 5,643 8,827 14,349 22,054 32,554 45,300 59,725 75,445 92,146109,730128,222147,657 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 33
Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary (contd) Downside Case; Non-PoS Adjusted; Per Maple Management (2) Projections Non-PoS Adjusted Downside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 47 303 790 1,129 1,344 1,501 1,763 2,119 2,436 2,632 2,777 2,927 3,086 3,253 3,429 3,615 3,811 JCAR017 Ex-US Royalty 3 26 67 96 111 119 136 160 179 186 188 189 190 191 193 194 JCARH125 Net Revenue 6 102 266 543 858 1,071 1,171 1,220 1,266 1,314 1,364 1,418 1,474 1,532 1,594 1,659 4-1BB Royalty Revenue 3 8 15 24 30 38 46 55 63 69 74 78 27 -CD-28 Royalty Revenue 7 20 54 98 113 115 125 151 175 188 199 208 216 225 234 243 252 261 JCAR024 (ROR-1) 13 40 108 179 313 463 563 632 662 685 708 733 JCAR020 (MUC-16) 16 48 117 183 260 335 380 411 426 439 452 466 JTCR016 (WT-1) 27 81 245 426 702 993 1,179 1,308 1,369 1,416 1,467 1,519 LeY 15 46 111 175 294 426 515 577 606 628 650 674 JTCR018 (HPV) 4 11 36 65 125 192 236 266 277 284 292 300 Total Net Sales 10 75 381 1,040 1,605 2,137 2,716 3,384 4,280 5,102 6,044 6,973 7,595 8,110 8,490 8,848 9,224 9,619 COGS (15) (83) (223) (343) (452) (567) (584) (726) (849) (983) (1,114) (1,208) (1,281) (1,329) (1,373) (1,419) (1,467) Total Gross Profit 10 60 298 817 1,262 1,685 2,149 2,800 3,555 4,253 5,061 5,859 6,388 6,829 7,161 7,475 7,805 8,152 % Margin 100% 80% 78% 79% 79% 79% 79% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% 85% R&DJCAR017 & JCARH125 (160) (220) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (315) (735) (420) (1,120) (700) (700) -SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (362) (511) (425) (218) 105 166 938 815 1,960 2,628 4,103 4,867 5,361 5,766 6,061 6,335 6,625 6,929 Margin n.m. (685%) (111.5%) (21.0%) 6.6% 7.8% 34.6% 24.1% 45.8% 51.5% 67.9% 69.8% 70.6% 71.1% 71.4% 71.6% 71.8% 72.0% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (30) (26) (67) (518) (937) (1,168) (1,336) (1,484) (1,607) (1,725) (1,846) (1,971) Net Income Incl. NOL Adj. (439) (553) (529) (330) (64) 68 627 545 1,387 1,842 3,137 3,909 4,473 4,969 5,379 5,774 6,181 6,599 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (6) (31) (66) (56) (53) (58) (67) (90) (82) (94) (93) (62) (51) (38) (36) (38) (39) Equity Issuance 1,250 150 120 Ending Cash Balance 474 1,125 556 300 300 315 884 1,342 2,620 4,370 7,403 11,219 15,630 20,548 25,889 31,628 37,771 44,331 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 34
Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary (contd) Upside Case; Non-PoS Adjusted; Per Maple Management (2) Projections Non-PoS Adjusted Upside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 285 1,359 2,556 3,414 4,297 5,090 7,429 9,537 10,116 10,664 11,240 11,848 12,489 13,165 13,878 14,629 15,421 JCAR017 Ex-US Royalty 17 118 226 307 366 400 534 643 651 656 660 665 669 674 678 683 JCARH125 Net Revenue 30 449 1,103 2,273 3,667 4,907 6,879 8,492 9,053 9,376 9,716 10,072 10,447 10,840 11,253 11,688 4-1BB Royalty Revenue 6 9 11 17 23 34 43 59 79 87 91 96 60 -CD-28 Royalty Revenue 12 37 87 121 96 80 116 174 166 154 159 166 174 181 189 198 207 215 JCAR024 (ROR-1) 667 2,085 3,555 4,410 4,652 4,802 4,959 5,124 5,296 5,477 5,666 5,865 JCAR020 (MUC-16) 458 1,417 2,385 2,906 3,045 3,130 3,219 3,312 3,409 3,511 3,617 3,728 JTCR016 (WT-1) 1,374 4,299 7,320 9,081 9,586 9,904 10,236 10,584 10,949 11,331 11,732 12,152 LeY 611 1,910 3,241 4,006 4,229 4,372 4,523 4,681 4,847 5,021 5,203 5,394 JTCR018 (HPV) 287 894 1,533 1,908 2,001 2,051 2,103 2,158 2,215 2,274 2,336 2,400 Total Net Sales 19 331 1,504 3,261 4,862 6,990 12,680 23,576 35,229 41,803 44,131 45,793 47,498 49,266 51,186 53,203 55,322 57,547 COGS (91) (375) (753) (1,115) (1,573) (2,580) (3,982) (5,814) (6,853) (7,199) (7,420) (7,650) (7,890) (8,141) (8,402) (8,675) (8,960) Total Gross Profit 19 240 1,128 2,508 3,747 5,417 10,100 19,594 29,415 34,950 36,932 38,373 39,848 41,376 43,045 44,801 46,646 48,587 % Margin 100% 73% 75% 77% 77% 77% 80% 83% 83% 84% 84% 84% 84% 84% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (160) (220) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (1,120) (1,435) (1,435) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (353) (330) 406 353 1,470 3,199 9,310 18,729 28,521 34,024 35,935 37,343 38,783 40,275 41,907 43,623 45,428 47,326 Margin n.m. (99.8%) 27.0% 10.8% 30.2% 45.8% 73.4% 79.4% 81.0% 81.4% 81.4% 81.5% 81.7% 81.7% 81.9% 82.0% 82.1% 82.2% (1) (78) (42) (104) (112) (169) (98) (281) (244) (506) (268) (29) 210 448 687 925 1,164 1,403 1,641 Other Income (Expense) Cash Taxes (11) (135) (713) (2,077) (4,252) (6,443) (7,764) (8,258) (8,637) (9,023) (9,421) (9,851) (10,301) (10,771) (11,262) Net Income Incl. NOL Adj. (431) (372) 302 230 1,166 2,388 6,952 14,234 21,571 25,992 27,648 28,916 30,208 31,540 32,981 34,486 36,060 37,705 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (31) (117) (176) (160) (213) (569) (1,090) (1,165) (657) (233) (166) (171) (177) (192) (202) (212) (223) Equity Issuance 1,250 Ending Cash Balance 482 1,289 1,464 1,508 2,515 4,690 11,072 24,196 44,582 69,907 97,312126,062156,099187,463220,252254,536290,384327,866 Note 1. Per Maple management; represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up to reflect pre-tax figures; no PoS adjustment applied 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 35
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\36
Project Maple
Appendix C
Assumptions Details
36
Project Maple Maple Board Discussion ASSUMPTIONS DETAILS Summary of Commercial Case Variances Per Maple Management (3) Base Case Downside Case Upside Case JCAR017 (1) Penetration / Share Ramp Penetration / Share Ramp Penetration / Share Ramp CAR-T 75% 4 Years 60% 4 Years 85% 3 Years 3L DLBCL JCAR017 50% 2 Years 35% 4 Years 70% 2 Years TNE CAR-T 75% 2 Years 60% 2 Years 85% 1 Year 2L DLBCL JCAR017 55% 2 Years 40% 3 Years 70% 2 Years TE CAR-T 60% 2.5 Years 40% 4 Years 70% 2 Years 2L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CAR-T 50% 2.5 Years 20% 4 Years 60% 2 Years 1L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CLL CAR-T 60% 2.5 Years 50% 2 Years 70% 2 Years 3L JCAR017 70% NA 50% NA 80% NA CLL CAR-T 40% 2.5 Years 30% 3 Years 60% 2 Years 2L JCAR017 70% NA 60% NA 80% NA CAR-T 10% 1st / 80% 2nd 2 Years 0% 1st / 60% 2nd 2 Years 25% 1st / 80% 2nd 2 Years Ped ALL JCAR017 25% 2 Years 15% 2 Years 35% 2 Years CAR-T 50% 2 Years 25% 3 Years 75% 3 Years Adult ALL JCAR017 60% 2 Years 40% 2 Years 80% 2 Years JCARH125 (1) Launch Penetration / Share Ramp Launch Penetration / Share Ramp Launch Penetration / Share Ramp MM CAR-T 1Q20 70% 2.5 Years 4Q19 50% 2 Years 4Q19 80% 2 Years 4L JCARH125 4Q20 35% 2 Years 4Q20 25% 3 Years 4Q20 50% 2 Years MM CAR-T 4Q21 50% 2.5 Years 4Q21 30% 2 Years 4Q21 60% 2 Years 2L JCARH125 4Q22 35% 2 Years 4Q22 25% 3 Years 4Q22 50% 2 Years MM CAR-T 4Q23 30% 2.5 Years 4Q23 0% NA 4Q23 50% 3 Years 1L JCARH125 4Q25 35% 2 Years 4Q24 0% NA 4Q24 50% 2 Years Pipeline (1) Launch Penetration / Share Price (2) Launch Penetration / Share Price Launch Penetration / Share Price CAR-T 2024 35% NA 2024 20% NA 2024 80% NA 3L Maple 2024 50% (40%) Discount 2024 25% (40%) Discount 2024 30% 0% Discount CAR-T 2026 35% NA 2026 20% NA 2024 80% NA 2L Maple 2026 50% (40%) Discount 2026 25% (40%) Discount 2024 30% 0% Discount CAR-T 2028 35% NA 2028 20% NA 2024 80% NA 1L Maple 2028 50% (40%) Discount 2028 25% (40%) Discount 2024 30% 0% Discount Notes 1. Figures shown represent US assumptions; EU and RoW assumptions may vary 2. Discount relative to JCAR017 pricing 3. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 37
Project Maple ASSUMPTIONS DETAILS Base Case JCAR017 Assumptions (1) Base Case: JCAR017 Assumptions 2L TNE 2L TE Indication 3L DLBCL DLBCL DLBCL 1L DLBCL 3L CLL 2L CLL Ped ALL Adult ALL PoS 90% 90% 60% 10% 70% 50% 75% 75% 2016 U.S. 5,471 5,403 3,962 22,426 3,099 2,038 599 1,478 Add. Population 2016 Ex-U.S. 4,315 5,627 4,127 26,442 2,249 1,739 498 1,798 Add. Population CAR-T Access 2.5% of patients in clinical trials 40% at 3L+ DLBLC launch ramping to 80% over 3 Years CAR-T Launch 4Q17 4Q19 3Q20 3Q24 3Q20 4Q22 2Q17 1Q19 (CD28 (CD28 (CD28 (Maple) (Maple) (Maple) (4-1BB (CD28 Comp.) Comp.) Comp.) Comp.) Comp.) CAR-T Penetration 75% 75% 60% 50% 60% 40% 10%1st 50% 80%2nd CAR-T Ramp 4 Years 2 Years 2.5 Years 2.5 Years 2.5 Years 2.5 Years 2 Years 2 Years JCAR017 Launch Date 1Q19 4Q19 1Q21 3Q24 3Q20 4Q22 2Q20 4Q21 Peak JCAR017 Share 50% 55% 70% 70% 70% 70% 25% 60% JCAR017 Ramp 2 Years 2 Years 2 Years 2 Years N/A N/A 2 Years 2 Years Launch Price U.S.: $320K Net Ex-U.S.: $270K Net Price Increase U.S.: 3% per Year Ex-U.S.: (0.5)% per Year RoW Gross-Up 30% of EU5+Japan Sales Notes 1. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 As provided by Maple management The following inputs vary between commercial cases CAR-T Penetration CAR-T Ramp JCAR017 Share JCAR017 Ramp 38
Project Maple Maple Board ASSUMPTIONS DETAILS Base Case JCARH125 Assumptions (1) Base Case: JCARH125 Assumptions Indication 1L MM 2L MM 4L+ MM PoS 15% 40% 55% 2016 U.S. Addressable Population 23,680 19,300 8,100 2016 Ex-U.S. Addressable Population 23,296 16,860 4,598 CAR-T Access In-line with JCAR017 CAR-T Launch U.S.: 4Q23 U.S.: 4Q21 U.S.: 1Q20 Ex-U.S.: 4Q24 Ex-U.S.: 4Q22 Ex-U.S.: 1Q21 (4-1BB Competitors) (4-1BB Competitors) (4-1BB Competitors) CAR-T Penetration 30% 50% 70% CAR-T Ramp 2.5 Years 2.5 Years 2.5 Years JCARH125 Launch Date U.S.: 4Q25 U.S.: 4Q22 U.S.: 4Q20 Ex-U.S.: 4Q26 Ex-U.S.: 4Q23 Ex-U.S.: 4Q21 Peak JCARH125 Share 35% 35% 35% JCARH125 Ramp 2 Years 2 Years 2 Years Launch Price U.S.: $330K Net (in line with JCAR017) Ex-U.S. $270K Net Price Increase U.S.: 3% Ex-U.S.: (0.5)% RoW Gross-Up 30% of EU5+Japan Sales As provided by Maple management The following inputs vary between commercial cases CAR-T Launch CAR-T Penetration CAR-T Ramp JCARH125 Launch Date JCARH125 Share JCARH125 Ramp Notes 1. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 39
Project Maple ASSUMPTIONS DETAILS Base Case Pipeline Assumptions (2) Base Case: Named Pipeline Assumptions (1) Indication 1L 2L 3L+ PoS 10% 10% 10% CAR-T Access 5% of patients in clinical trials 40% at solid tumor launch ramping to 80% over 2 Years Biomarker Positivity Varies by indication Patient Eligibility 80% 70% 60% CAR-T Launch Dates 2028 2026 2024 CAR-T Penetration 35% Maple Peak Penetration 50% Ramp 4 Years 4 Years 3 Years Launch Price 40% Discount to JCAR017 Price Increase U.S: 3% Ex-U.S.: (0.5)% RoW Gross-Up 30% of EU5+Japan Sales Note 1. Includes ROR-1 CAR, MUC16 CAR, LeY CAR, HPV TCR, WT-1 TCR 2. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 As provided by Maple management The following inputs vary between commercial cases CAR-T Launch CAR-T Penetration Maple Launch Date Maple Peak Penetration Launch Price 40
Project Maple ASSUMPTIONS DETAILS Select Commercial Case Variances CAR-T Penetration & Peak Share (1) Case Variations CAR-T Penetration Peak Share Base Downside Upside Base Downside Upside JCAR017 3L DLBCL 75% 60% 85% 50% 35% 70% 2L TNE DLBCL 75% 60% 85% 55% 40% 70% 2L TE DLBCL 60% 40% 70% 70% 40% 80% 1L DLBCL 50% 20% 60% 70% 40% 80% 3L CLL 60% 50% 70% 70% 50% 80% 2L CLL 40% 30% 60% 70% 60% 80% Pediatric ALL 10% 1st / 80% 2nd 0% 1st / 60% 2nd 25% 1st / 80% 2nd 25% 15% 35% Adult ALL 50% 25% 75% 60% 40% 80% JCARH125 4L 70% 50% 80% 35% 25% 50% 3L 50% 30% 60% 35% 25% 50% 1L 30% 0% 50% 35% 0% 50% Pipeline JCAR024 35% 20% 80% 50% 25% 30% JCAR020 35% 20% 80% 50% 25% 30% JTCR016 35% 20% 80% 50% 25% 30% LeY 35% 20% 80% 50% 25% 30% JTCR018 35% 20% 80% 50% 25% 30% Notes 1. Based on Maple management forecasts provided to Morgan Stanley on 12/29/2017 As provided by Maple management The following inputs vary between commercial cases JCAR017 CAR-T Penetration CAR-T Ramp JCAR017 Share JCAR017 Ramp JCARH125 CAR-T Launch CAR-T Penetration CAR-T Ramp JCARH125 Launch Date JCARH125 Share JCARH125 Ramp Pipeline CAR-T Launch CAR-T Penetration Maple Launch Date Maple Peak Penetration Launch Price 41
Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 AM\42
Project Maple
Appendix D
Financial Analysis Reference Materials
42
Project Maple Maple Board FINANCIAL ANALYSIS REFERENCE MATERIALS Oak Collaboration Agreement Overview Per Maple Management & Public Filings Summary of Selected Oak Collaboration Agreement Provisions In June 2015, Maple entered into the Oak Collaboration Agreement pursuant to which Maple and Oak will research, develop, and commercialize novel cellular therapy product candidates and other immuno-oncology and immunology therapeutics, including, in particular, CAR and TCR product candidates Each party has certain options to obtain either exclusive license to develop and commercialize specific product candidates arising from specified types of programs conducted by the other party, or the right to participate in the co-development and co-commercialization of specified product candidates arising from such programs BCMA-directed product candidates are excluded from the Agreement The Agreement terminates in 2025, subject to a tail period to certain programs The Agreement grants Oak an exclusive license with respect to Maples internally conducted programs Maple retains the right to develop and commercialize product candidates arising from such programs in the US, Canada and Mexico, and for cellular therapy product candidates, China (the Maple Territories and all other countries the Oak Territories) Oak may exercise its options on a program-by-program basis at various time points through completion of certain clinical trials Summary of Selected Oak Collaboration Agreement Provisions (contd) Upon Oaks exercise, the parties are obligated to enter into either a license agreement or a co-development and co-commercialization agreement If Oak exercises an option with respect to Maple internally developed programs, the parties will enter into an agreed form of a license agreement pursuant to which Oak receives an exclusive, royalty-bearing license to develop and commercialize, at Oaks cost, specified therapeutic program candidates directed to the targets of such Maple programs in the Oak Territories (1) If Maple exercises its option with respect to product candidates arising in internally developed Oak programs, the parties are obligated to enter into a co-development and co-commercialization agreement under which Maple bears 30% and Oak bears 70% of global profits and losses In addition to an upfront cash payment of $150MM, Oak is required to pay Maple an additional upfront fee if Oak exercises its option for each of the CD19 and CD22 programs for $50MM each In April 2016, Oak paid Maple $50MM in relation to the exercise of its option for the CD19 program Concurrent with signing, Maple agreed to sell 9.1MM shares to Oak at $93 / share, along with certain options (specified below) to purchase additional Maple shares at a pre-determined pricing and exercise period structure In connection with the Agreement, Oak and Maple entered into a standstill agreement Overview of Select Oak Acquisition Rights Option Description First Acquisition Right (FAR) Allows Oak to purchase up to 10% (or the amount permitted under the First Period Top Up Rights, if less) of shares outstanding post-purchase Base Price (no premium) Annual Top-Up FAR FAR Exercise Allows Oak to purchase up to 19.99% of shares outstanding post-purchase during 2019-2020 If FAR Base Price less than $56, 50% premium (2) If FAR Base Price is greater than $56, the premium over the FAR Base Price is the greater of 15% and $28 (3) Second Acquisition Right (SAR) Allows Oak to purchase up to 19.99% (or the amount permitted under the Second Period Top Up Rights, if less) of shares outstanding post-purchase Annual Top-Up SAR Base Price + 5% premium SAR Exercise Allows Oak to purchase up to 30% of shares outstanding post-purchase during 2024-2025 If SAR Base Price less than $84, 50% premium If SAR Base Price is greater than $84, the premium over the SAR Base Price is the greater of 15% and $42 Notes 1. Subject to Oaks right to exercise an option for a specified number of programs, excluding the CD19 and CD22 programs, to co-promote such product candidates in the Maple Territories 2. 50% assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to 60%; per management guidance, assumes Opt-In Condition has been met for purposes of analysis 3. 15% and $28 assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to the greater of 18% or $33.60; per management guidance, assumes Opt-In Condition has been met 43
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN 2018\11:33 FINANCIAL ANALYSIS REFERENCE MATERIALS Biotech Acquisition Premiums Span a Wide Range Since 2011; Deals $5Bn-$20Bn Biopharma Public Precedent M&A Transactions Date Lead Stage of Aggregate Premium from Acquiror Price Performance (2) Announced Target Acquiror Product Development Price ($Bn) Unaffected (%) (1) 1-Day 6-Month (3) 08/28/17 Kite Gilead Axi-Cel (KTE-19) Filed 11.1 29% 1% (0%) 01/09/17 Ariad Takeda Iclusig / Brigatinib Marketed / Filed 5.2 75% 0% 7% 08/22/16 Medivation Pfizer XTANDI Marketed 14.0 109% (0%) (12%) 05/16/16 Anacor Pfizer Crisaborole Phase 3 5.2 55% (0%) (10%) 11/02/15 Dyax Shire DX-2930 Phase 1 6.5 35% (2%) (14%) 07/14/15 Receptos Celgene Ozanimod Phase 3 7.2 41% 1% (4%) 05/06/15 Synageva Alexion Sebelipase Alfa BLA/MAA under review 8.4 136% (8%) 2% 02/23/15 Salix Valeant Xifaxan 550 Marketed 15.8 23% 15% 41% 01/11/15 NPS Shire Gattex/Revestive Marketed 5.2 51% 0% 12% 12/08/14 Cubist Merck & Co. CUBICIN Marketed 9.5 37% 1% (4%) 08/24/14 InterMune Roche Esbriet Marketed 8.0 63% 0% (10%) 04/07/14 Questcor Mallincrokdt H.P Acthar Gel Marketed 5.6 27% 5% 42% 08/25/13 Onyx Amgen Kyprolis Marketed 9.7 44% 8% 7% 07/29/13 Elan Perrigo Tysabri Marketed 6.7 56% (6%) 10% 06/29/12 Amylin BMS / AstraZeneca GLP-1 Agonists Marketed 6.9 101% (0%) (15%) (5) 11/21/11 Pharmasset Gilead PSI-7977 Phase 3 11.1 89% (9%) 19% 05/02/11 Cephalon Teva Multiple Marketed 6.8 39% 4% (4%) 02/16/11 Genzyme Sanofi-Aventis Multiple Marketed 19.8 (4) 48% 3% 8% Mean 59% Median 50% 1st 4th Quartile uartile 37% 2nd 3rd Quartile uartile 50% 3rd 2nd Quartile uartile 78% Average of Top Quartile 97% Source Public filings, Capital IQ Ultimate premium dictated by a range of circumstances, including, but not limited to: Level of strategic interest and competition for asset Risk appetite for acquiror / desire for risk mitigation by target Stock performance leading up to acquisition Market cycle Notes 1. Last trading date before transaction announcement or rumor 2. Net of S&P performance 3. For deals announced less than 6-months ago, represents performance up to most recent trading day 4. Represents upfront consideration only 5. Represents BMY performance 44
Project Maple Maple Board Discussion Materials v34.pptx\20 JAN FINANCIAL ANALYSIS REFERENCE MATERIALS Precedent Share Price Movement Prior to Offer Period Last Six Month Share Price Performance(1) 16 Jan 2018: Maple L6M Performance 30 Aug 2017: FDA approval of Novartis CAR-T cell therapy, 9-12 Dec 2017: Maple/Oak, WSJ rumors Share Price (USD) Kymriah, the first FDA approval 1 Nov 2017: Announcement of BLUE/Oak and GILD/Kite release state that Oak Vol. (MM) data at ASH is in talks to upcoming ASH presentations, 3Q 80 for a CAR-T cell therapy acquire Maple 20 28 Aug 2017: financials and corporate update 134% 70 in the coming 15 Announcement of Gilead 21 Sep 2017: Pricing of $250MM 60 weeks acquisition of Kite follow-on offering 50 Pharma for $11.9Bn 10 40 5 30 20 0 Jul-17 Aug-17 Oct-17 Nov-17 Dec-17 Jan-18 Volume Maple share price 28 Aug 2017: Definitive agreement Kite L6M Performance Prior to Definitive Agreement for Gilead to acquire 7-8 Aug 2017: Initiation of Axi-Cel Share Price (USD) Kite Pharma at Vol. (MM) 8 May 2017: 1Q results and corporate 6-7 June 2017: ASCO presentation CAR-T program in Europe. Submission $180.00/share 180 update incl. Axi-Cel BLA submission, reporting 73% CR in Ph. I ZUMA-3 of IND application for KITE-585, Anti- 20 other candidates in clinical studies and trial, no dose limiting toxicities, ph. II BCMA CAR-T Therapy Candidate for 151% follow-on offering initiation planned for 2017. Multiple Myeloma 15 Announcement of participation in two 120 upcoming investor conferences (June) 10 5 60 0 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Volume Kite share price 21 Nov 4 Nov 2011: Initiation of 2011: Pharmasset L6M Performance Prior to Definitive Agreement interferon-free ph. 3 program 30 Sep 2011: Definitive with PSI-7977 for HCV Share Price (USD) Release of 4 agreement Vol. (MM) 6 Sep 2011: submitted abstracts for Gilead to 140 Announcement of 21 Oct 2011: Positive data 30 by AASLD acquire sustained virologic from Abbott: 90% SVR rate 161% 8 June 2011: Announcement of 3 summarizing new Pharmasset response results from without a nucleotide in the 115 additional arms to ELECTRON trial 4 Aug 2011: Presentation of data on PSI-7977 at $137.00 / ph.IIb PROTON study combination 20 of PSI-7977 new data on PSI-7977 at share (PSI-7977) 90 AASLD 10 65 40 0 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Volume Pharmasset share price Notes 1. Date range represents 6-month period prior to current (Maple) or announcement of definitive agreement (Kite, Pharmasset) 2. Unaffected share price as of 1/16/2018; VWAPs shown as of unaffected share price 3. Information from 14D9 schedule and transaction press releases 4. Last trading day prior to merger agreement 5. Share price as of 11/18/2011 close Maple(2) Share Price (USD) Unaffected (1/16/2018) 45.60 30 Day VWAP 46.61 60 Day VWAP 49.51 An offer of $87/share would imply a 91% premium to the unaffected share price Gilead / Kite(3) $180.00 / share Offer Price $11.9Bn Premium to Current 29%(4) Premium to 30 Day VWAP 50% Premium to 60 Day VWAP 82% Gilead / Pharmasset(3) $137.00 / share Offer Price $11.1Bn Premium to Current 89%(5) Premium to 30 Day VWAP 93% Premium to 60 Day VWAP 85% 45
Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Maple vs. Kite Side by Side Comparison Maple (2017) Commercial Attributes Lead Product / JCAR017 (liso-cel) / NHL (DLBCL) Axi-Cel / NHL (DLBCL) Indication Stage of Development Approved / 2017 US, 2018 EU (Registration trial Registration trial / US 2019, EU 2020 / Launch date complete, BLA filed at Gilead approach)(3) 3 Mo: ORR = 62% / CR = 46% (1) 3 Mo: ORR = 39% / CR = 33%(3) Clinical Trial Data 6 Mo: ORR = 50% / CR = 46% (1) Grade 3/4 CRS: 18% / Grade 3/4 Neurotoxicity = Grade 3/4 CRS: 1% / Grade 3/4 Neurotoxicity = 15% 34%(3) Platform Technology ✓ (CAR T & TCR) ✓ (CAR T & TCR) # Assets in the Pipeline >10 (Pre-IND Ph II)(2) >10 (Pre-IND Ph II)(4) Transaction Attributes Key Dates Verbal IOI received on December 14, 2017 Announced: August 28, 2017 Proposal offer received on January 19, 2018 Closed: October 3, 2017 Offer Price $87 / share $180 / share Equity value: $11.0 billion Equity value: $11.9 billion Aggregate value: $10.2 billion Aggregate value: $11.1 billion (5) Premium Unaffected: 91% (6) Unaffected (8/25/2017): 29% (3) 30-day VWAP: 87% (6) 30-day VWAP: 46% (7) 60-Day VWAP: 76% (6) 60-Day VWAP: 57% (3) 52 week high: 37% (6) 52 week high: 26% (7) 52 week low: 360% (6) 52 week low: 352% (7) Transaction Structure 100% cash consideration 100% cash consideration & Key Terms No financing contingencies No financing contingencies Termination fee to be negotiated $356MM termination fee (~3% of equity value) Reverse termination fee of $600MM based on No reverse termination fee (damages for willful current status of discussions breach) Statistics shown reflect Oaks full and final proposal received on January 19, 2018 Notes 1. Results from all dose levels in TRANSCEND study as of 12/5/2017 2. Maple company information 3. Data from Kite Pharma schedule 14D-9 4. Gilead acquisition of Kite Pharma presentation 5. Net debt per Kite Q2 10Q 6. Per Capital IQ as of unaffected date 1/16/2017 7. Per Capital IQ as of unaffected date 8/25/2017 46
Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Maple Capitalization Table Based on January 19th Proposal Maple Capitalization $MM except for per share data (1) Proposal $87.00 Basic Shares Outstanding (2) 115.3 Dilution (2) 10.8 Fully Diluted Shares Outstanding 126.1 Equity Value $10,975 (-) Cash & Equivalents (3) (964.1) (-) JW Stake (4) (54.8) (+) Total Debt (5) 10.7 (+) Contingent Consideration (6) 24.9 (+) Success Payment Liabilities (7) 170.0 Aggregate Value $10,162 Maple Dilutive Securities Detail (2) $MM except for per share data Number WAEP RSAs 0.3 -RSUs 1.6 -PSAs 0.3 -PSUs 1.4 -ISOs & NQs 11.3 $31.53 Total Dilution (2) 10.8 Notes 1. Oak proposal received on 1/19/2018 2. Per Maple management; represents basic shares outstanding as of 1/19/2018; dilution calculated via the treasury stock method 3. Per Maple management; balance as of 1/19/2018; includes cash and cash equivalents as well as short and long-term marketable securities 4. Per Maple management; represents equity stake in JW Therapeutics (Shanghai); $55MM book value based on 27% ownership and $200MM series A valuation 5. Per Maple management; as of 1/19/2018 6. Per Maple management; the fair value of obligations from previous business combinations as of 12/31/2017 7. Per Maple management; represents the FHCRC and MSK success payment liability implied by offer price Share count data as of January 19, 2017, as provided by Maple management Cash and equivalents as of January 19, 2017, per Maple management JW Therapeutics (Shanghai) stake ($55MM based on of 27% ownership and $200MM series A valuation) per Maple Management Total debt as of January 19, 2018, per Maple management Contingent Consideration as of December 31, 2017, per Maple management Success payments due to MSK and FHCRC with liability based on Proposal price per Maple management 47
Project Maple Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with an explanation of the basis upon which Morgan Stanley is issuing a financial opinion letter in relation to the proposed transaction. This document should be read in conjunction with and is subject to the terms of such financial opinion. This document supersedes any previous documents or presentations delivered by Morgan Stanley to the recipient in connection with the proposed transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley & Co. Limited, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 48
Exhibit (c)(3)
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\1
Project Maple
Discussion Materials
7 November 2017
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\2
Project Maple
Table of Contents
Section 1 Market Update
Section 2 Review of Maple Management Forecasts
Section 3 Preliminary Financial Analysis Section 4 Tactical Considerations Appendix A PoS Adjusted Financials Appendix B Non-PoS Adjusted Financials Appendix C Assumptions Details Appendix D
Financial Analysis Reference Materials Appendix E Partial Purchase Reference Materials
2
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\3
Project Maple
Meeting Objectives
1 Brief Public Market Update
2 Review Maple Management Forecast and Assumptions
3 Discuss Preliminary Standalone Financial Analysis 4 Review Potential Tactical Responses and Next Steps
3
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\4
Project Maple
Section 1
Market Update
4
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\5
Project Maple
MARKET UPDATE
Maple Share Price Performance
Last Twelve Months
The CAR-T sector has been active Share Price Performance with a number of recent catalysts, Last Twelve Months
including: Share Price (USD) Vol. (MM)
Maples announcement of 15 60 1 Nov 2017:
20 abstracts to be presented at Announcement of 148%
upcoming ASH
upcoming
ASH conference, presentations, 3Q
financials and
including updated data from
the
corporate update
TRANSCEND study of 30 Aug 2017: FDA
JCAR017 50 approval of Novartis CAR-
T cell therapy, Kymriah, 15
FDA approval of the first CAR-T the first FDA approval for a
CAR-T cell therapy
cell therapy, Kymriah, a Novartis
asset
28 Aug 2017:
FDA approval of Gileads lead 40 Announcement
of
CAR-T product, Axi-Cel Gilead acquisition
of Kite Pharma for
17 June 2017: Maple $11.9Bn
The announcement of Gileads presented 10
TRANSCEND NHL
acquisition of Kite Pharma 23 Nov 2016: 001 trial data at
JCAR015 Ph. II Malignant Lymphoma
30 ROCKET trial Conference (Lugano)
Share Price Performance placed on
Share voluntary clinical hold
Price Date
Current 58.48 03-Nov-17 5
High (since IPO) 68.36 05-Jun-15 20
Low (since IPO) 17.86 13-Dec-16
Volume Weighted Average Price
Share Prem. / (disc.) to 10 0
Price current Nov-16 Jan-17 Mar-17 May-17 Jul-17 Sep-17 Nov-17
Last 30 Days 49.38 (15.6%)
Volume Maple
Last 60 Days 46.17 (21.1%)
Last 90 Days 42.97 (26.5%) Source Capital IQ as of 3 Nov 2017
5
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\6
Project Maple
MARKET UPDATE
Biopharma Market Environment
Last Twelve Months
Biotech performance in recent Share Price Performance
months driven by small and mid
Last Twelve Months; Re-based to 100 caps Nov 8-9 2016: Mid-June :
U.S presidential Trump Administration 170
Large caps have been election Draft Executive
Order
impacted by growth concerns leaks; seen as
favorable to industry
61%
160
Late October:
150
Large Cap Biopharma release 3Q Earnings 140
130 29% 24%
120
11%
110
Share Price Performance
L12M L6M L3M
(1)
NBI 28.5% 7.0% 0.8% 0 100
NBI Large Cap (2) 10.8% 2.0% (5.7%)
(3)
XBI 61.2% 21.7% 11.4%
90
Nov-16
Dec-16 Jan-17 Mar-17 Apr-17 May-17 Jul-17 Aug-17 Sep-17 Nov-17
S&P 500 23.9% 8.4% 4.7%
(1) (2) (3)
NBI NBI Large Cap XBI S&P 500
Source Capital IQ as of 3 Nov 2017
Notes
1. NASDAQ Biotechnology Index
2. NBI Large Cap Biotech includes Amgen, Biogen, Celgene, Gilead 6
3. Equal weighted biotech
index
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\7
Project Maple
Section 2
Review of Maple Management Forecasts
7
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\8
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
Summary of Commercial Financial Scenarios
Per Maple Management; See Appendix C for Further
Details
Drugs by Indication Maple management has prepared three commercial scenarios for the existing clinical portfolio
Number of Lines
Base Downside Upside All three scenarios assume JCAR017, JCARH125, and
existing pipeline candidates are JCAR017 clinically developed and pursued NHL (1) 4 4 4 The scenarios primarily reflect commercial sensitivities on the launch date, ramp, and ultimate
CLL 2 2 2 penetration / share of CAR-T therapies and Maples product candidates
ALL 2 2 2
Management views the base case as the most likely case with respect to these
drivers
JCARH125
MM (2) 3 2 3 The downside case generally assumes
lower CAR-T penetration and lower share for JCAR024 (ROR-1) JCAR017, JCARH125, and the pipeline candidates relative to the base case
NSCLC 3 3 3 The upside case generally assumes higher CAR-T penetration and higher share for JCAR017, TNBC 3 3 3 JCARH125, and the
pipeline candidates relative to the base case
JCAR020 (MUC-16)
Economic potential of Maples technology and development platform is evaluated separately
Ovarian 3 3 3 from these three commercial financial scenarios
JTCR016 (WT-1)
AML 3 3 3 NSCLC 3 3 3
LeY
NSCLC 3 3 3
JTCR018 (HPV)
NSCLC 3 3 3
Cervical 3 3 3
Notes
1. Considers 2L TNE and 2L TE as separate lines 8
2. No 1L pursued in the downside case
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\17
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
Probability of Success Assumptions
Per Maple Management; See Appendix C for Further Details
PoS assumptions as provided JCAR017 by Maple management
PoS
assumptions stable across 3L DLBCL 90% base, upside, and downside 2L TNE 90%
cases 2L TE 60%
1L DLBCL 10%
3L CLL 70%
2L CLL 50% Adult ALL 75% Ped ALL 75%
JCARH125
4L+ MM 55%
2L MM 40%
1L MM (1) 10%
Pipeline
JCAR024 (ROR-1) 10% JCAR020 (MUC-16) 10% JTCR016 (WT-1) 10%
LeY 10% JTCR018 (HPV) 10%
Note 9
1. The downside case assumes a 0% market
share in JCARH125 1L indication; certain pre-commercialization R&D expenses included and PoS adjusted at 10%
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\9
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
Maple Forecast Summary
PoS Adjusted Net Sales by Indication
Base Case: PoS Adjusted Net Sales $Bn
Launch Price Assumptions (1) 10.0 $K
7.8 8.1
7.1 7.4
8.0 6.8
6.4 1.3
6.1 1.2 1.2
5.6 1.2 0.1 0.2 US Ex-US 6.0 5.1 1.0 1.1 0.1
4.6 0.8
0.1 0.1 1.9
0.6 0.2 1.7 1.8
4.1 0.4 0.2 1.6
3.6 0.2 1.5 1.6
4.0 3.0 1.4 1.5
2.5 1.2 1.3
JCAR017 $320 $270
1.8
4.4 4.6 4.8
2.0 1.0 3.6 3.8 4.0 4.2
2.8 3.1 3.2 3.4
0.0 0.2 2.0 2.3 2.5
JCARH125 $330 $270
0.0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Pipeline $192 $162 Downside Case: PoS Adjusted Net Sales $Bn
5.0
4.0 3.5 3.7
3.2 3.4
2.9 3.1 0.4
2.8 0.3 0.4 0.2
3.0 2.6 0.3 0.2 0.2
2.3 2.4 0.3 0.3 0.1 0.8
2.1 0.2 0.2 0.1 0.1 0.7 0.7
1.8 0.1 0.2 0.7
0.1 0.6 0.6
2.0 1.6 0.6 0.6
0.9 1.3
2.2 2.3 2.4
1.0 0.4 1.8 1.9 2.0 2.1
1.4 1.5 1.6 1.7
0.0 0.1 1.0 1.2 1.3
0.0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Upside Case: PoS Adjusted Net Sales $Bn
16.0 14.1
12.9 13.5 11.8 12.3 10.9 11.3 3.0 12.0 9.9 10.4 2.8 2.9
9.0 2.6 2.7 0.1 0.1
JCAR017 (2) 2.5 0.1
7.6 2.4 2.4 0.1 0.1 3.4
2.2 0.1 0.1 3.1 3.2
8.0 6.1 1.8 0.1 0.1 2.9 3.0
2.7 2.8
JCARH125 4.8 2.5 2.6
2.3
3.7
4.0 2.7 7.6
Royalties & Other (3) 1.4
6.2 6.6 6.9 7.3
5.1 5.4 5.6 5.9
0.4 4.8
0.0
Pipeline 0.0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
2034 2035
Notes
1. Depicts Launch Price Assumptions in the base case 10
2. Includes royalty revenue associated with JCAR017
3. Includes royalty
revenue from 4-1BB and CD-28 royalties
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\10
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
JCAR017 Forecast Summary
PoS Adjusted Net Sales by Indication
Base Case: PoS Adjusted Net Sales (1) $Bn
6.0
4.8
5.0 4.2 4.4 4.6 0.2
3.8 4.0 0.2
3.6 0.2 0.9
4.0 3.2 3.4 0.2 0.2 0.9
3.1 0.2 0.8 0.8
2.8 0.1 0.7
3.0 2.5 0.7 0.7
2.3 0.6 0.6
1.6 2.0 0.6
2.0 3.8
3.2 3.4 3.6
0.9 2.8 2.9 3.1
2.4 2.5 2.6
1.0
1.8 1.9 2.1
- 0.2 1.3 1.6
0.0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
2030 2031 2032 2033 2034 2035
Downside Case: PoS Adjusted Net Sales (1) $Bn
3.0
2.4
2.5 2.1 2.2 2.3 0.1
1.9 2.0 0.1
1.8 0.1 0.6
2.0 1.7 0.1 0.1 0.5
1.5 1.6 0.1 0.5
1.4 0.1 0.5 0.5
1.3 0.0 0.0 0.4
1.5 1.2 0.0 0.4 0.4
1.0 0.4 0.4
0.3 0.3
1.0 0.7 0.3
1.6 1.7 1.8
1.4 1.5 1.5
0.3
1.2 1.3 1.3
0.5 1.0 1.0 1.1
0.1 0.8 0.9
-
0.0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
2030 2031 2032 2033 2034 2035
Upside Case: PoS Adjusted Net Sales (1) $Bn 10.0
ALL (2)
7.3 7.6
8.0 6.9
CLL (3) JCAR017 6.2 6.6 0.4
5.9 0.3 0.3
5.4 5.6 0.3 2.0
6.0 4.8 5.1 0.3 0.3 1.9
4.4 0.3 1.7 1.8 NHL (4) 4.0 0.3 0.3 1.5 1.6
3.6 0.3 1.4 1.4
4.0 3.0 1.2 1.3
2.3 1.2
Notes 1.3
4.6 4.8 5.0 5.3
2.0
3.7 3.9 4.1 4.3
1. Includes royalty revenue associated with JCAR017 (ex- 3.0 3.4 3.5
US) 0.3
2.4 2.5 2.7
2. ALL includes adult and pediatric ALL 0.0
3. CLL includes 3L and 2L CLL 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
4. NHL includes 3L DLBCL, 2L TNE, 2L TE, and 1L DLBCL
11
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\11
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
JCARH125 Forecast Summary
PoS Adjusted Net Sales by Line Treatment
Base Case: PoS Adjusted Net Sales $Bn
3.0
2.5
1.8 1.9
2.0 1.6 1.7
1.5 1.6
1.4 1.5 0.2 0.2
1.5 1.3 0.2 0.2
1.1 1.2 0.2 0.2
0.2 0.2
0.9 0.0 0.1 1.0
1.0 0.9 0.9 0.9
0.6 0.8 0.8 0.8
0.3
0.5 0.7 0.7 0.7 0.7
0.5 0.1
- 0.0
0.5 0.5 0.5 0.5 0.6 0.6 0.6 0.6 0.7
0.0 0.4 0.4 0.4 0.5
-
2018 2019 2020 2021 2022 2023
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Downside Case: PoS Adjusted Net Sales $Bn
1.0
No 1L MM 0.8
0.8 0.7 0.7
Indication 0.6 0.7
0.6 0.6
0.6 0.6
0.6 0.5
0.5 0.4
0.4 0.4 0.4
0.3 0.4
0.3 0.3 0.3
0.4 0.3 0.3 0.3
0.1
0.2 0.3 0.4
0.1 0.3 0.3 0.3 0.3 0.3 0.3
- 0.0 0.2 0.2 0.2 0.2 0.3
0.1
0.0 0.1
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Upside Case: PoS Adjusted Net Sales $Bn
5.0
4.0 3.4
3.1 3.2
2.9 3.0
2.6 2.7 2.8 0.5
3.0 2.5 0.5 0.5
2.3 0.5 0.5
2.0 0.4 0.4 0.5
1.7 0.2 0.4
1L MM 2.0 1.5 1.6 1.7
1.1 1.4 1.4 1.5
1.2 1.2 1.3 1.3
JCARH125 1.0 0.6
2L MM 0.2
- 0.0
0.9 0.9 0.9 1.0 1.0 1.0 1.1 1.1 1.2
0.0 0.8 0.8
4L+ MM
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
12
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\12
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
Benchmarking: Top Drugs By Mature Market Sales
Top 10 Drugs by 2020 Sales vs Maple 2035 PoS
Adjusted Sales
Top Ten Drug Sales 2020 Estimates(1) Maple Drug Sales 2035 Estimates
2020E Sales 2035 Estimates
($Bn) ($Bn)
25 25
20 19.3 20
15 15
11.8
10.7
10 8.9 10
8.4 7.7
1.3 7.6 7.4
7.1 6.9
6.0 6.0
3.4
5 5
3.4 3.4
4.2 1.9
0.8
0 0
Humira CD-20 Opdivo Xarelto Enbrel (2) (2) JCAR017 JCARH125 (Roche) (PoS Adjusted) (PoS Adjusted) Revlimid Keytruda Eliquis
Eylea Imbruvica
Non-Oncology Drug Oncology Drug Rituxan Ocrevus Gazyva Base Case Downside Case Upside Case
Source Evaluate Pharma as of October 2017
Notes
1. Sales figure includes total WW revenue attributable to all companies booking revenue from direct sales
2. Worldwide sales shown (i.e. includes OUS sales from OUS jurisdictions that have been licensed to Oak or other 3rd parties) 13
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\13
Project Maple
REVIEW OF MAPLE MANAGEMENT FORECASTS
Platform R&D Concept
Illustrative Economic Contribution Analysis (1)
Platform R&D Overview
Platform R&D represents future R&D spending related
to not yet named product candidates
Platform R&D return is assumed to be equal to WACC + 5% on a post-tax basis
Assumes that Platform R&D spend begins generating returns in the year after spend (i.e. no return on spend in same calendar year)
No return from Platform R&D until 2023
Forecasted platform R&D spend and
associated return is stable across commercial forecasts (only sensitivity is assumed WACC)
For modeling purposes, platform R&D spend is examined and
valued separately from the value derived from identified product candidates, including JCAR017, JCARH125, and pipeline product candidates
Platform
R&DIllustrative Economics $MM
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Return on R&D Spend:
Platform R&D Spend (78) (72) (105) (112) (163) (215) (486) (569)
(969) (969) (969) (969) (969) (969) (969) (969) (969) (969) Cumulative R&D Spend (78) (150) (255) (367) (529) (745) (1,230) (1,799) (2,768) (3,738) (4,707) (5,677) (6,646) (7,616) (8,585) (9,554) (10,524) (11,493) Post Tax Return (2)
102 144 238 348 535 723 910 1,098 1,285 1,473 1,660 1,848 2,035
Annual Impact:
Platform R&D Expense (78) (72) (105) (112) (163) (215) (486) (569) (969) (969) (969) (969) (969) (969) (969) (969) (969) (969)
Pre-Tax Platform Return 148 209 345 504 776 1,047 1,319 1,591 1,862 2,134 2,406 2,678 2,949
EBIT (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980
Effective Tax Rate 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0%
(3) (24) (108) (193) (277) (361) (445) (530) (614) Taxes Paid
Total NOPAT (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 54 241 429 616 804 991 1,179 1,366
Notes
1. Based on Maple Management estimates
2. Return on cumulative R&D spend measured at WACC + 5%; WACC + 5% assumed to be post-tax return; figures shown utilize mid-point WACC; no 14 return on R&D spent in same calendar year; return on cumulative R&D spend based on cumulative spend up to year prior to return calculation
3. Tax shield from net losses / NOL creation valued separately
Project Maple
Section 3
Preliminary Financial Analysis
15
Project Maple Board Discussion Materials v72.ppt x\03 NOV 2017\10:28 PM\15 Project Maple PRELIMINARY FINANCIAL ANALYSIS Key Analytical Assumptions Preliminary financial analysis Based on Maple management commercial financial scenarios (forecasted to 2035) focused on evaluating risk- Scenarios incorporate risk adjustments for clinical Probability of Success (PoS) using adjusted standalone value of DCF of Maple management assumptions for the risk of achieving positive clinical outcomes and Maple Existing Primary methodology utilized is a Clinical obtaining regulatory approval for each respective drug and/or indication DCF analysis that assesses the Portfolio Terminal value of existing portfolio (exluding Platform R&D) calculated using a (5%) following components: perpetuity growth rate applied at the end of the forecast period (ending in 2035) Value of existing clinical portfolio Assumes WACC of 13.3%15.3% Value of platform Forecasted platform R&D (i.e. R&D allocated to yet to be named / future product candidates) Value of tax benefits included in discounted cash flow analysis per Maple management guidance Balance sheet and financing Assumes that cumulative platform R&D spend generates an annual return equal to Maples impact DCF of weighted average cost of capital plus 5% commencing in 2023 Platform Spend does not provide return until year after expenditure (i.e. 1 year lag) Success Payments $MM Except Per Share Data Perpetuity growth rate of (5%) assigned to platform R&D return concept Payment Cumulative No PoS applied (assumed to be embedded in implied return) Threshold FHCRC MSK Total Assumes WACC of 13.3%15.3%, $60 / Share 50 70 120 Assumes Maple pre-existing NOLs are not limited under §382 and as such are included in $80 / Share 50 0 170 the standalone DCF analyses per Maple management direction $100 / Share 50 0 220 Tax Attribute $120 / Share 50 70 340 Treatment Newly created NOLs accrued on the basis of projected losses and utilized in full as available $140 / Share 50 0 390 Assumes 31% effective tax rate per Maple management $160 / Share 50 0 440 Under the Fred Hutchinson Cancer Research Center (FHCRC) License and Collaboration Note Agreement and the Memorial Sloan Kettering (MSK) License and Research Agreement, 1. Maximum aggregate success payments to FHCRC and MSK are $375MM and $150MM, respectively; to date, Maple is obligated to make certain pre-defined payments in either cash or Maple common Maple has paid FHCRC and MSK success payments FHCRC / MSK equal to $75MM and $10MM, respectively; the amount of stock (at Maples option) to each of FHCRC and MSK upon the Maple share price exceeding a success payment is determined based on whether the Success (1) value of Maple common stock meets or exceeds certain certain price thresholds during a valuation period specified threshold values; success payments will be Payments owed after measurement on a valuation measurement For modeling purposes, FHCRC and MSK success payments have been treated as debt with date, which includes, among others triggers, the date on which Maple sells, leases, transfers or exclusively the total liability based on the price per share valuation resulting from the discounted cash licenses all or substantially all of its assets to another company flow analysis 16
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\16
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Key Analytical Assumptions (contd)
Under the terms of the Oak Share Purchase
Agreement, Oak has the right to purchase up to 19.99% and 30.00% of Maple common stock in 2019 and 2024, respectively, after giving effect to such purchase, at the closing share price of Maple common stock plus a contractually defined premium (1)
(2)
Analysis includes sensitivity of value impact to current shareholders should Oak exercise its First Acquisition Right to acquire up to 19.99% of Maple
common stock in 2019
Per management guidance, assumes that Oak will forego exercising its Second Acquisition Right in 2024
Assumes projected cash shortfalls, after giving effect to the exercise of the Oak Acquisition Rights (if applicable), are funded via an equity issuance in the year of such
projected cash
Financing shortfall in the quantum needed to fund operations for 12 months
Requirements
/ Dilution $300MM minimum cash required per management guidance
Proceeds from dilutive equity issuances are discounted by Maples theoretical cost of equity and included in current net debt for purposes of DCF
analyses
For purposes of determining dilution, assumes that current share price is grown at Maples theoretical cost of equity
Proceeds from 3rd party equity issuances (excluding Oak) are assumed to equal market value on date of issuance
Proceeds from the exercise of Oak Acquisition Rights are based on Oak Share Purchase Agreement terms, which require purchase of Maple shares at a pre-determined range of premiums depending on Maple share price
Notes
1. During the period beginning on June 29, 2019, and ending on June 28, 2020, subject to Oak opting in to a certain number of Maple programs under the Collaboration
Agreement, Oak will have the right to purchase up to 19.99% of the outstanding shares of Maple common stock (after giving effect to such purchase) at the closing price of Maple common stock on the date of exercise plus a contractual premium; for
purposes of financial analyses shown, assumes that such exercise would occur (if exercised) in 2019
2. During the period beginning on June 29, 2024, and
ending on the later of (i) June 29, 2025 or (ii) the earlier of (a) the date that is 6 months following the date the conditions to the exercise of the Second Acquisition Right are satisfied and (b) December 29, 2025,
subject to Maple and Oak opting in to a certain number of programs under the Collaboration
Agreement, Oak will have the right to purchase up to 30.00% of the
outstanding shares of Maple common stock (after giving effect to such purchase) at the closing price of Maple 17 common stock on the date of exercise plus a contractual premium; for purposes of financial analyses shown, assumes that such exercise
would occur (if exercised) in 2024
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\18
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Preliminary Maple Standalone Analysis
PoS Adjusted; Illustrative Analysis Includes Terminal
Value & Platform Return Concept
Summary of Indicative Analyses (1)(2)(3)(4)
Share Price Rounded to The Nearest $1.00; Sensitized at 13.3%15.3% WACC and 13.4%15.4% Ke
Market Cap: $7.2Bn Equity (8) Aggregate
Risk Adj. DCFNo
Dilution from Oak 1st Share Price: $58.48 Value ($Bn) Value ($Bn) Acquisition Right Base Case $80 $98 1012 911
Downside Case $36 $43 45 34
Upside Case $141 $174 1822 1721 Risk Adj.
DCFOak 1st Acquisition Right Exercised Base Case $80 $96 1012 911 Downside Case $39 $46 56 34
Upside Case $134 $164 1721
1721
Reference Only
52 Week Trading
$18 $60
Range (5)
Broker Price Targets (6) $43 $65
Notes 0 40 80 120 160 200
1. Market data as of November 3, 2017
2. Valuation date as of 12/31/2017; mid year
discount convention $88 $104 $115 utilized
3. Maple share count as of October 31, 2017 as provided by Maple management; balance sheet data per 3Q 2017 10Q;
see capitalization table provided in Appendix D for further details
Premium to Current Price (1) (32%) +37% +105% +174% +242%
4. See pages titled Key Analytic Assumptions for further details
5. Intraday
trading range shown
6. Broker price targets shown per Bloomberg as of November 3, 2017
7. Premiums to November 3, 2017 share price; based on transaction comparables listed in Appendix D th (7) th (7) (7)
8. Equity value to current shareholders post dilution from Oak 50 Percentile Premium (50%) 75 Percentile Premium (78%) Average Top Quartile Premium (97%)
Acquisition Rights and third party equity raises, as applicable
18
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\19
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Illustrative Sum-of-the-Parts Financial Analysis
Base Case: PoS Adjusted
Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis
(1)(2) $Bn
15
11% 12.3
12 $87 / share
(8)
1.4
~$5 / share 2.1 10.9 (8) 10.2
~$15 / share
0.6
9
0.6 1.9
0.5 2.2 7.7
1.0
1.7
6.1
6 0.2 ALL
1.0 CLL
3
5.0 NHL
0
JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate
Terminal Platform Aggregate Net Cash (7) Gross Dilution Value to Other Attributes (5) Value Before Value on Return Value Equity From Existing Platform & Current Concept (6) Value Equity Shareholders TV Portfolio Issuances
Notes
1. Market data as of November 3, 2017 to Oak
2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.3% and Ke of 14.4% used
3. Includes royalties from JCAR017
4. Includes royalties from CD28 and 4-1BB
5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from
negative EBT segments in such years where the consolidated companys EBT is positive
6. Includes Terminal Value of Platform
7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also
includes current cash and cash equivalents (3Q 2017 10Q), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 19 consideration (3Q 2017 10Q);
see capitalization table provided in Appendix D for further details
8. Calculated as value from Platform Return Concept and Terminal Value, as appropriate, divided
by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
19
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\20
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Illustrative Sum-of-the-Parts Financial Analysis
Downside Case: PoS Adjusted
Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis
(1)(2) $Bn
6 5.8 11%
$42 / share
0.7 5.1
2.3
4 (8)
~$5 / share
3.5
(8)
0.1 ~$6 / share 0.6
0.5
2.4 0.4 0.7
- 2.3
0.5 CLL 1.9
2
1.0
2.0 NHL
0
JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform
Aggregate Net Cash (7) Gross Dilution Value to Other Attributes (5) Value Before Value on Return Value Equity From Existing Platform & Current Concept (6) Value Equity Shareholders TV Portfolio Issuances
Notes
1. Market data as of November 3, 2017 to Oak
2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.3% and Ke of 14.4% used
3. Includes royalties from JCAR017
4. Includes royalties from CD28 and 4-1BB
5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from
negative EBT segments in such years where the consolidated companys EBT is positive
6. Includes Terminal Value of Platform
7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also
includes current cash and cash equivalents (3Q 2017 10Q), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 20 consideration (3Q 2017 10Q);
see capitalization table provided in Appendix D for further details
8. Calculated as value from Platform Return Concept and Terminal Value, as appropriate, divided
by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\21
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Illustrative Sum-of-the-Parts Financial Analysis
Upside Case: PoS Adjusted
Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis
(1)(2) $Bn
25
(8)
~$5 / share 21.0 11% $148 / share
(8)
20 ~$27 / share 19.2 1.9 2.4
0.6 18.7
3.5 15.1
2.6 2.7
15
0.4 1.1
3.7 10.1
10 0.4
ALL
2.3 CLL
5
7.4 NHL
0
JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Value to Other Attributes
(5) Value Before Value on Return Value Equity From Existing Platform & Current Concept (6) Value Equity Shareholders TV Portfolio Issuances
Notes
1. Market data as of November 3, 2017 to Oak
2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.3% and Ke of 14.4% used
3. Includes royalties from JCAR017
4. Includes royalties from CD28 and 4-1BB
5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from
negative EBT segments in such years where the consolidated companys EBT is positive
6. Includes Terminal Value of Platform
7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also
includes current cash and cash equivalents (3Q 2017 10Q), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 21 consideration (3Q 2017 10Q);
see capitalization table provided in Appendix D for further details
8. Calculated as value from Platform Return Concept and Terminal Value, as appropriate, divided
by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\22
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Illustrative DCF Sensitivity Analysis
Base Case; PoS Adjusted; Assumes Oak 1st Acquisition
Right Exercised (1)(2)
CAR-T Penetration Maple Market Share Launch Indications PoS Other
$97 $96 $96 +11%
$95 $95 +10% $95 +10% +9% +9% +9% $93 $92 +7% +5% $90
$89 $89
+3% +2% +2%
$87 Per Share
(1%) (1%)
(3%) (3%) $86 $86 (3%)
$85 $85 (5%) $85 (5%) (5%) (6%) $83 $83 $83 (7%) $82 (8%) (8%) $81 (9%)
$80 $80 10% $79 10%- (12%) 10% -/ 10% / +
10%
/
- + $77
-
10%/ + /
- .
+
/ + Sales 15%
. Year
+ SharePen 10% 1 MM / Share
- 20% Pen DLBCL + T / T1L to
Share +
- 1L
10%
Car Market PoS Car Market Lagged JCAR017
/ 31% 500bps Price + Market US /
Penetration
- + T Rate
- Ex JCAR017 JCARH125 PoS
JCARH125 Maple JCAR017 JCARH125 JCAR017 No NoNo JCARH125 Tax PGR Car JCAR017 Launch All
Notes
22
1. Market data as of November 3, 2017
2. Valuation date as of
12/31/2017; mid year discount convention utilized; mid point WACC of 14.3% and Ke of 14.4% used
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\23
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Maple vs. Previously Acquired Biotech Assets
Side by Side Comparison
CAR-T expected to be a multi-billion dollar global market Maple opportunity, shared by all three (2017) (2011) first movers
Lead Product /
JCAR017 / NHL (DLBCL)
Axi-Cel / NHL (DLBCL) PSI 7977 / HCV
JCAR017 is not far behind Indication
Kites clinical timeline, has
Stage of Approved / 2017 US, 2018 EU demonstrated superior
safety Ph.3 in comb. w Ribavirin / Targeted Development / Registration trial / US 2019, EU 2020 (Registration trial complete, BLA filed Launch date at Gilead approach)(4) U.S. FDA approval in 2014(6)
and efficacy and is focused on
similar target markets Clinical Trial 3 Mo: ORR = 65% / CR =
53% (1) 3 Mo: ORR = 39% / CR = 33% Antiviral activity with broad HCV Grade 3/4 CRS: 2% / Grade 3/4 Grade 3/4 CRS: 18% / Grade 3/4 genotype coverage. PoC in ph.IIb
Maple commercial potential Data
Neurotoxicity = 18% Neurotoxicity =
34% PROTON, 91% SVR12 rate (6)(8)
and manufacturing capabilities
US, EU,
Japan, South Korea, compare favorably to that of Target Markets Australia, JV in China US, EU, JV in China(4) Worldwide(6)
Kite
Platform ï»
Technology ï¼ (CAR T & TCR)
ï¼ (CAR T & TCR)
# Assets in the 3 HCV Clinical Assets (plus pre-Pipeline >10 (Pre-IND
Ph II)(2) >10 (Pre-IND Ph II)(5) clinical / research stage candidates)(6)
Manufacturing ++ + +(6) Capabilities
2030E Rev.
PoS / Non-PoS $6.5Bn /
$23.7Bn(3) $5.8Bn / $12.5 Bn(4) $8.2Bn (management case)(7)
Revenues ~ Revenue generating 3-years post $1Bn 2020E(3)
2020E(4) acquisition (2014), >$1Bn in 2015(7)
Purchase Price $180 per share / $11.9Bn $137 per share / $11.1Bn
(82% premium to 60-day VWAP)(1) (85% premium to 60-day VWAP)(7)
Notes
1. Results from core patient cohort in TRANSCEND study, Maple press release 17 Jun 2017
6. Gilead acquisition of Pharmasset presentation.
2. Maple company information SVR = sustained virologic response
3. Revenue figures based on base case financial forecast 7. Pharmasset schedule 14D-9; non-POS
adjusted 23
4. Data from Kite Pharma schedule 14D-9 8. Equity research at time of transaction
5. Gilead acquisition of Kite Pharma presentation
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\24
Project Maple
PRELIMINARY FINANCIAL ANALYSIS
Precedent Share Price Movement Prior to Offer Period
Last Six Month Share Price Performance(1)
Maple(2) Maple L6M Performance 30 Aug 2017: FDA approval of
Novartis CAR-T cell therapy,
17 June 2017: Maple
Share Price (USD) Share Price (USD) presented TRANSCEND Kymriah, the first FDA approval Vol. (MM)
5 June 2017: TRANSCEND 28 Aug 2017:
60 for a
CAR-T cell therapy 20 NHL 001 data demonstrating NHL 001 trial data at Announcement of Gilead
133%
Current 58.48 50 26 May 2017: Kite high durable response rate Malignant Lymphoma acquisition of Kite
30 Day VWAP 49.38 receives US FDA priority in Aggressive NHL Conference (Lugano) Pharma for $11.9Bn 15 40 review for Axi-Cel 10
60 Day VWAP 46.17 1 Nov 2017: Announcement of
30
upcoming ASH presentations, 3Q 5 20 financials and corporate update
10 0 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Nov-17 Volume Maple share price
28 Aug 2017:
Definitive agreement
Gilead / Kite(3) Kite L6M Performance Prior to
Definitive Agreement
7-8 Aug 2017: Initiation of Axi-Cel for Gilead to acquire
$180.00 / share Share Price (USD) Kite Pharma at Vol. (MM)
8 May 2017: 1Q results and corporate 6-7 June 2017: ASCO
presentation CAR-T program in Europe. Submission
Offer Price $180.00/share $11.9Bn 180 update incl. Axi-Cel BLA submission, reporting 73% CR in Ph. I ZUMA-3 of IND application for KITE-585, Anti- 20 (4) other candidates in clinical
studies and trial, no dose limiting toxicities, ph. II BCMA CAR-T Therapy Candidate for 151%
Premium to Current 29% follow-on offering initiation planned for 2017. Multiple Myeloma 15 Premium to 30 Day VWAP 50% Announcement of participation in two Premium to 60 Day VWAP 82% 120 upcoming investor
conferences (June) 10
5
60 0 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Volume Kite share price
21 Nov
4 Nov
2011: Initiation of
2011:
Gilead / Pharmasset(3) Pharmasset L6M Performance
Prior to Definitive Agreement interferon-free ph. 3 program
30 Sep 2011: Definitive with PSI-7977 for HCV
Share Price (USD) Release of 4 agreement Vol. (MM) $137.00 / share 6 Sep 2011:
Offer Price
submitted abstracts for Gilead to $11.1Bn 140 Announcement of 21 Oct 2011: Positive data 30 by AASLD acquire sustained virologic from Abbott: 90% SVR rate 161%
Premium to Current 89%(5) 8 June 2011: Announcement of 3 summarizing new Pharmasset response results from without a nucleotide in the 115 additional arms to
ELECTRON trial
4 Aug 2011: Presentation of data on PSI-7977 at $137.00 /
Premium to 30 Day VWAP 93% ph.IIb PROTON study combination 20 of PSI-7977 new data on PSI-7977 at
share (PSI-7977)
Premium to 60 Day VWAP 85% 90 AASLD
10 65
40 0 May-11
Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Volume Pharmasset share price
Notes
1. Date range represents 6-month period prior to current (Maple) or announcement of definitive agreement (Kite, Pharmasset)
2. Share price as of 11/03/2017
3. Information from 14D9 schedule and
transaction press releases
4. Last trading day prior to merger agreement 24
5. Share price as of 18 November close
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\25
Project Maple
Section 4
Tactical Considerations
25
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\26
Project Maple
TACTICAL CONSIDERATIONS
Issues for Board Consideration
Identify any
follow-up analysis required by the Board to assess tactics and next steps
Discuss whether now is an appropriate time
to encourage strategic proposals from third parties
Perspectives on risk adjusted standalone value and likelihood that a third party will deliver an
acceptable proposal in the near-term
Implications of encouraging interest or otherwise engaging in a process of some form
If Board elects to encourage interest:
Discuss immediate tactical response to
and next steps with each of Oak and Sequoia
If Board elects to contact both Oak and Sequoia, also discuss sequence of contacting both parties; if Oak
contacted first, can ascertain interest before contacting Sequoia
Assess merits and sequencing of potential outreach to others (e.g. now, later, ever )
Prepare for possibility of leak of aforementioned process
If
Board has limited / no interest in pursuing further:
Discuss immediate tactical response to and next steps with each of Oak and Sequoia
Focus on execution of standalone plan / strategy, including assessing the merits of value enhancing collaborations with Sequoia or others
26
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\27
Project Maple
TACTICAL CONSIDERATIONS
Review of Potential Tactical Responses
Illustrative Messaging Themes
1 2
Limited / No interest in Pursuing Further Seek to Encourage Interest / Proposal
This is not the right time for us. We are not Board discussed the recent strategic interest saying we would never consider selling the that we have received from
you and others company but now is not the right time Concluded that this is a difficult time for
We have a lot of milestones over the next us to
think about selling the company 12-24 months given the value creating milestones we have coming over the next 12-24 months
Current market does not reflect value
We trust you will remain an enthusiastic
Board does not believe the current market partner and will take all actions to value reflects the fundamental value of the maximize the value of our joint products company
However, if you give us a sense of value we will evaluate it
27
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\28
Project Maple
TACTICAL CONSIDERATIONS
Potential Near-term Process Alternatives
A Encourage Interest From Oak B Encourage Interest
From both C Commence Broader Outreach
Near-term process alternatives or Sequoia, But Not Both Oak and Sequoia not mutually exclusive and can be pursued in
sequence if and Merits: Merits: Merits: as appropriate
Easiest to shut down if interest is Ensures broader range of feedback Ensures broadest
range of unacceptable than Option A feedback on strategic interest
Minimizes risk of disruption, Focus on parties that are likely to If
commenced early enough, can leaks, taint, etc. be the most interested better address level playing field
Retain option to broaden outreach Likely
less disruptive and lower concern depending on feedback risk than Option C
Retain option to broaden outreach depending on feedback
Considerations: Considerations: Considerations:
Narrowest range of feedback
Scope of information sharing prior Highest risk of disruption, leaks, to receiving indication of interest taint, etc.
Scope of information sharing
prior to receiving indication of interest Ability to preserve level playing Factors for determining whether field if choose to broaden later broader outreach should be
Determining which party should be prioritized in near-term More difficult to terminate than commenced
Option A Scope of information sharing prior
Ability to preserve level playing
field if choose to broaden later Sequencing of contacts to receiving indication of interest
Unsuccessful process would be damaging to Company
28
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\29
Project Maple
TACTICAL CONSIDERATIONS
Potentially Interested Parties
Ordered by Equity Value (1)
Financial Metrics ($Bn) Top Hematologic Cancer Companies Moodys Debt / Moodys / FD Equity Value Cash Ex-US cash 2017E P / E
Products (2017 Revenue) EBITDA S&P Credit Rating
Darzalex ($1,296MM) 386.8 12.9 (3) 19.4x 1.6x Aaa / AAA
N/A Velcade ($1,094MM) 217.6 21.3 11.3 13.9x 2.3x A1 / AA Bosulif ($189MM)
Besponsa ($27MM)
(5) (2)
154.6 22.4 19.0 14.3x 1.9x A1 / AA Keytruda ($3,806MM)
148.8 9.3 N/A 16.8x 3.3x Baa2 / A- Imbruvica ($2,134MM)
Venclexta ($120MM)
127.3 41.4 38.9 13.6x 2.8x Baa1 / A Kyprolis ($830MM)
Blincyto ($162MM)
116.5 12.0(6) (4) 14.1x 2.3x A1 / AA Isatuximab (N/A) N/A
Opdivo ($4,731MM) 102.7 9.3(7) 9.4 20.7x 1.4x A2 / A+
Sprycel ($1,995MM) 88.2 7.6 N/A 12.4x 4.0x A2 / A+ N/A
85.8 9.5(8) N/A 18.8x 4.4x A3 / BBB+ N/A
81.7 11.8 9.0 13.9x 2.4x Baa2 / BBB+
Revlimid ($8,243MM)
Pomalyst ($1,598MM)
Potential Addition
199.5 6.9 N/A 15.3x 1.4x A1 / AA Rituxan ($7,290MM)
Gazyva ($299MM)
Notes
1. Financial metrics from latest company filings and Capital IQ as of 11/03/2017
2. Received approval for Hodgkin Lymphoma in March 2017
3. Company does not
disclose quarterly US/OUS cash breakout, but held 98.5% of cash in foreign subsidiaries as of 12/31/16
4. Sanofi does not disclose quarterly US/OUS cash breakdown,
but stated that as of 12/31/16 we held cash and cash equivalents amounting to €10,273 million, substantially all of which were held in euros
5. Cash figure adjusted for €115MM upfront cash payment for Rigontec and $1.6Bn upfront payment for collaboration agreement with AZN
6. Cash figure adjusted for $650MM upfront payment for acquisition of Protein Sciences 29
7.
Cash figure adjusted for $300MM upfront payment for acquisition of IFM Therapeutics
8. Cash figure adjusted for $650MM received from sale of anaesthetic medicine
rights and $1.6Bn upfront payment received from collaboration agreement with MRK
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\30
Project Maple
Appendix A
PoS Adjusted Financials
30
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\31
Project Maple
POS ADJUSTED FINANCIALS
Maple Financial Summary
Base Case; PoS Adjusted
Projections PoS Adjusted Base Case $MM unless otherwise Noted
2018 2019 2020 2021 2022
2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 199 855 1,504 1,907 2,147 2,323 2,586 2,858 3,030 3,194
3,366 3,548 3,739 3,941 4,154 4,378 4,614 JCAR017 Ex-US Royalty 12 72 132 164 178 184 198 212 215 216 218 219 221 222 224 225 JCARH125 Net Revenue 8 131 325 604 929 1,093 1,184
1,307 1,403 1,465 1,523 1,584 1,648 1,716 1,787 1,862 4-1BB Royalty Revenue 5 9 11 17 22 28 34 36 40 43 45 48 26
-CD-28 Royalty Revenue 11 36 72 99 94 88 93 103 109 112 117 121 126 131 136 142 148 153 JCAR024 (ROR-1)
5 14 38 63 110 162 197 221 232 240 248 257 JCAR020 (MUC-16) 6 17 41 64 91 117 133 144 149 154 158 163 JTCR016
(WT-1) 9 28 86 149 246 348 413 458 479 496 513 532 LeY 5 16 39 61 103 149 180 202 212 220 228 236 JTCR018 (HPV)
1 4 13 23 44 67 83 93 97 99 102 105 Total Net Sales 17 244 958 1,822 2,481 3,032 3,582 4,081 4,605 5,065 5,567 6,060 6,446 6,791 7,115 7,442 7,786 8,147 COGS (63) (233) (412) (553) (664) (775) (736) (814) (878)
(949) (1,016) (1,069) (1,116) (1,155) (1,193) (1,233) (1,275) Total Gross Profit 17 181 725 1,410 1,928 2,368 2,807 3,345 3,791 4,187 4,617 5,044 5,377 5,675 5,960 6,249 6,553 6,872
% Margin 100% 74% 76% 77% 78% 78% 78% 82% 82% 83% 83% 83% 83% 84% 84% 84% 84% 84%
R&DJCAR017 & JCARH125 (152) (168) (152) (166) (35) (21) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) R&DPipeline
(177) (219) (42) (112) (70) (70) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (342) (303) 157 771 1,224 1,612
2,205 2,647 3,113 3,485 3,952 4,353 4,661 4,932 5,189 5,447 5,721 6,008
Margin n.m. (124%) 16.4% 42.3% 49.3% 53.2% 61.5% 64.9% 67.6% 68.8% 71.0% 71.8% 72.3% 72.6%
72.9% 73.2% 73.5% 73.7%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other Income (Expense)
Cash Taxes (176) (479) (598) (751) (821) (1,020) (1,249) (1,458) (1,637) (1,806) (1,970) (2,134) (2,303) (2,476) Net Income Incl. NOL Adj. (421) (375)
52 659 885 1,066 1,330 1,672 1,827 2,271 2,781 3,245 3,645 4,019 4,384 4,750 5,126 5,511 Capex (35) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10
10 10 10 10 10 10 10 â^ in Net Working Capital (2) (23) (72) (93) (78) (74) (97) (134) (161) (125) (138) (131) (91) (69) (49) (45) (47) (50) Equity Issuance to Oak 1,441
-
Ending Cash Balance 571 1,575 1,544 2,101 2,907 3,899 5,133 6,650 8,296 10,432 13,065 16,180 19,734 23,684
28,019 32,724 37,802 43,264
Note
1. Represents net of annual platform R&D
and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 31 to reflect pre-tax figures; no PoS adjustment applied
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\32
Project Maple
POS ADJUSTED FINANCIALS
Overview of Tax Attributes
Base Case; PoS Adjusted
Tax AttributesBase Case PoS Adjusted (1) $MM
2018 2019 2020 2021 2022 2023 2024 2025
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Tax Rate 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0%
31.0%
Tax Benefit from EBT Negative Segments
JCAR017 (US)Segment Taxes
(112) (261) (388) (450) (492) (583) (652) (696) (739) (784) (831) (882) (935) (991) (1,050) (1,113) JCAR017 (ex-US Royalties)Segment Taxes (4) (22) (41) (51) (55) (57) (62) (66) (67) (67)
(68) (68) (68) (69) (69) (70) JCARH125 (Global)Segment Taxes (38) (105) (182) (236) (259) (290) (314) (329) (344) (360) (376) (393) (412) (431) CD28 & 4-1BB Royalties- Segment Taxes (5)
(14) (26) (36) (36) (36) (39) (43) (46) (48) (50) (52) (47) (41) (42) (44) (46) (48) PipelineSegment Taxes (30) (68) (148) (214) (257) (286) (299) (309) (320) (331)
G&A / OtherSegment Taxes
PlatformSegment Taxes (24) (108) (193) (277) (361) (445) (530) (614)
Total Segment Taxes (5) (14) (142) (319) (503) (642) (769) (919) (1,049) (1,168) (1,342) (1,555) (1,739) (1,913) (2,082) (2,252) (2,427) (2,606)
Consolidated Book Taxes Pre-NOL Utilization (16) (204) (329) (479) (598) (751) (821) (1,020) (1,249) (1,458) (1,637) (1,806) (1,970)
(2,134) (2,303) (2,476)
Tax Shield from EBT Negative Segments 5 14 126 115 174 163 171 168 228 148 92 97 102 107 112 118 124 130
NOL Benefit
Book EBT (2) (421) (375) 52 659 1,061 1,545 1,928 2,423 2,647 3,291 4,030 4,703
5,282 5,825 6,353 6,884 7,429 7,988 Book Taxes (16) (204) (329) (479) (598) (751) (821) (1,020) (1,249) (1,458) (1,637) (1,806) (1,970) (2,134) (2,303) (2,476)
NOL Schedule:
Beginning Balance 408 829 1,203 1,151 492
-Accrual / (Utilization) 421 375 (52) (659) (492) -Ending Balance 829 1,203 1,151 492
Taxable EBT (421) (375) 569 1,545 1,928 2,423 2,647 3,291 4,030 4,703 5,282 5,825 6,353 6,884 7,429 7,988 Cash Taxes Paid (176) (479) (598) (751) (821) (1,020)
(1,249) (1,458) (1,637) (1,806) (1,970) (2,134) (2,303) (2,476)
Book Taxes (16) (204) (329) (479) (598) (751) (821) (1,020) (1,249) (1,458) (1,637) (1,806)
(1,970) (2,134) (2,303) (2,476) Cash Taxes (176) (479) (598) (751) (821) (1,020) (1,249) (1,458) (1,637) (1,806) (1,970) (2,134) (2,303) (2,476)
Tax
Savings from NOLs 16 204 153 -
Notes
1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes
NOL accrual from FY2017 forecasted performance per management projections
2. Book EBT represents consolidated performance and includes impact of platform R&D
32
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\33
Project Maple
POS ADJUSTED FINANCIALS
Maple Financial Summary
Downside Case; PoS Adjusted
Projections PoS Adjusted Downside Case $MM unless otherwise Noted
2018 2019 2020 2021
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 52 329 683 946 1,103 1,213 1,309 1,407 1,503 1,591
1,678 1,769 1,865 1,966 2,073 2,185 2,304 JCAR017 Ex-US Royalty 3 27 58 80 90 95 98 101 104 105 106 107 107 108 109 110 JCARH125 Net Revenue 4 56 144 273 406 494 537 559 580 602 625
650 676 703 731 761 4-1BB Royalty Revenue 4 8 14 20 24 29 32 35 37 40 42 44 12 -CD-28 Royalty Revenue
8 26 59 88 95 96 101 108 114 119 124 129 134 139 144 150 156 162 JCAR024 (ROR-1) 1 4 11 18 31 46 56 63 66 68 71 73 JCAR020
(MUC-16) 2 5 12 18 26 34 38 41 43 44 45 47 JTCR016 (WT-1) 3 8 25 43 70 99 118 131 137
142 147 152 LeY 2 5 11 17 29 43 52 58 61 63 65 67 JTCR018 (HPV) 0 1 4 7 12 19 24 27 28 28 29 30 Total Net Sales 12 86 409 875 1,267 1,580 1,850 2,064 2,255 2,425
2,610 2,798 2,933 3,080 3,227 3,379 3,539 3,706 COGS (16) (90) (186) (269) (333) (386) (359) (387) (410) (434) (458) (479) (498) (515) (532) (551) (569) Total Gross Profit 12 70 319 689 997 1,247 1,464 1,705 1,868 2,015 2,176 2,341 2,455
2,582 2,712 2,847 2,988 3,137
% Margin 100% 81% 78% 79% 79% 79% 79% 83% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85%
R&DJCAR017 & JCARH125 (152) (168) (152) (174) (35) (21) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) R&DPipeline
(177) (219) (42) (112) (70) (70) -SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT
(347) (414) (249) 41 293 491 861 1,007 1,189 1,313 1,520 1,660 1,748 1,848 1,950 2,055 2,166 2,282
Margin n.m. (482%) (60.9%) 4.7% 23.1% 31.1% 46.6% 48.8% 52.7%
54.2% 58.3% 59.3% 59.6% 60.0% 60.4% 60.8% 61.2% 61.6%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other
Income (Expense)
Cash Taxes (55) (224) (347) (495) (623) (734) (850) (966) (1,082) (1,201) (1,321) Net Income
Incl. NOL Adj. (426) (486) (354) (70) 130 424 584 728 499 773 1,103 1,387 1,635 1,891 2,149 2,409 2,673 2,941 Capex (35) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10
10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (7) (33) (48) (43) (40) (42) (44) (53) (46) (52) (52) (35) (29) (21) (20) (21) (22) Equity Issuance to Oak 1,441
-
Ending Cash Balance 566 1,475 1,078 949 1,036 1,420 1,963 2,627 3,053 3,770 4,810 6,145 7,745
9,607 11,735 14,123 16,775 19,693
Note
1. Represents net of annual platform
R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 33 to
reflect pre-tax figures; no PoS adjustment applied
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\34
Project Maple
POS ADJUSTED FINANCIALS
Overview of Tax Attributes
Downside Case; PoS Adjusted
Tax AttributesDownside Case PoS Adjusted (1) $MM
2018 2019 2020 2021 2022 2023 2024 2025
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Tax Rate 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0%
31.0%
Tax Benefit from EBT Negative Segments
JCAR017 (US)Segment Taxes
(71) (165) (206) (232) (268) (292) (316) (338) (360) (383) (408) (433) (460) (489) (520) JCAR017 (ex-US Royalties)Segment Taxes (1) (8) (18) (25) (28) (29) (30) (31) (32) (33) (33)
(33) (33) (33) (34) (34) JCARH125 (Global)Segment Taxes (25) (56) (83) (93) (98) (102) (107) (112) (118) (123) (129) (136) (143) CD28 & 4-1BB Royalties- Segment Taxes (4) (11) (23)
(33) (37) (39) (41) (44) (47) (49) (51) (53) (45) (43) (45) (47) (48) (50) PipelineSegment Taxes (0) (40) (58) (70) (79) (82) (85) (88) (91)
G&A / OtherSegment Taxes
PlatformSegment Taxes (24) (108) (193) (277) (361) (445) (530) (614)
Total Segment Taxes (4) (11) (24) (113) (220) (294) (357) (425) (463) (495) (588) (720) (836) (957) (1,078) (1,200) (1,325) (1,451)
Consolidated Book Taxes Pre-NOL Utilization (40) (132) (181) (243) (224) (347) (495) (623) (734) (850) (966) (1,082) (1,201)
(1,321)
Tax Shield from EBT Negative Segments 4 11 24 113 180 163 176 183 238 148 92 97 102 107 112 118 124 130
NOL Benefit
Book EBT (2) (426) (486) (354) (70) 130 424 584 783 724 1,120 1,598 2,010 2,369
2,741 3,115 3,491 3,874 4,262 Book Taxes (40) (132) (181) (243) (224) (347) (495) (623) (734) (850) (966) (1,082) (1,201) (1,321)
NOL Schedule:
Beginning Balance 409 834 1,320 1,674 1,745 1,615 1,190 606 Accrual / (Utilization) 426 486 354 70 (130) (424) (584) (606)
Ending Balance 834 1,320 1,674 1,745 1,615 1,190 606 -
Taxable EBT (426) (486) (354) (70)
177 724 1,120 1,598 2,010 2,369 2,741 3,115 3,491 3,874 4,262 Cash Taxes Paid (55) (224) (347) (495) (623) (734) (850) (966) (1,082) (1,201) (1,321)
Book Taxes (40) (132) (181) (243) (224) (347) (495) (623) (734) (850) (966) (1,082) (1,201) (1,321) Cash Taxes (55) (224) (347) (495) (623)
(734) (850) (966) (1,082) (1,201) (1,321)
Tax Savings from NOLs 40 132 181 188
Notes
1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL
beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per management projections
2. Book EBT represents consolidated performance and includes impact of platform R&D 34
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\35
Project Maple
POS ADJUSTED FINANCIALS
Maple Financial Summary
Upside Case; PoS Adjusted
Projections PoS Adjusted Upside Case $MM unless otherwise Noted
2018 2019 2020 2021
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 306 1,291 2,205 2,810 3,372 3,728 4,137 4,531
4,782 5,040 5,313 5,600 5,903 6,222 6,558 6,913 7,287 JCAR017 Ex-US Royalty 18 110 194 243 279 294 309 322 324 326 328 330 333 335 337 339 JCARH125 Net Revenue 17 247 597 1,108
1,668 1,991 2,255 2,473 2,589 2,685 2,785 2,890 3,000 3,117 3,239 3,367 4-1BB Royalty Revenue 6 9 9 12 16 20 24 26 29 31 33 34 18 -CD-28 Royalty Revenue 14 42 80 100 80 69 76 85 87 89 92 96 100 104 109 113 118 123 JCAR024 (ROR-1) 67 209 356 441 465 480 496
512 530 548 567 587 JCAR020 (MUC-16) 46 142 238 291 304 313 322 331 341 351 362 373 JTCR016 (WT-1)
137 430 732 908 959 990 1,024 1,058 1,095 1,133 1,173 1,215 LeY 61 191 324 401 423 437 452 468 485 502 520 539 JTCR018 (HPV) 29 89 153 191 200 205 210
216 221 227 234 240
Total Net Sales 20 357 1,414 2,674 3,696 4,812 6,114 7,594 9,014 9,927 10,430 10,880 11,335 11,813 12,335 12,885 13,463 14,071 COGS (97)
(354) (618) (845) (1,084) (1,337) (1,366) (1,583) (1,718) (1,785) (1,841) (1,900) (1,961) (2,024) (2,090) (2,159) (2,231)
Total Gross Profit 20 260 1,061 2,056
2,851 3,727 4,777 6,228 7,432 8,209 8,644 9,038 9,435 9,852 10,311 10,794 11,304 11,840
% Margin 100% 73% 75% 77% 77% 77% 78% 82% 82% 83% 83% 83% 83% 83% 84% 84%
84% 84%
R&DJCAR017 & JCARH125 (152) (168) (152) (174) (35) (21) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) (19) R&DPipeline
(112) (289) (289) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (339) (223) 492
1,296 2,035 2,901 4,216 5,641 6,823 7,578 7,979 8,348 8,718 9,109 9,539 9,993 10,472 10,975
Margin n.m. (62.5%) 34.8% 48.5% 55.0% 60.3% 69.0% 74.3% 75.7% 76.3%
76.5% 76.7% 76.9% 77.1% 77.3% 77.6% 77.8% 78.0%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other Income
(Expense) Cash Taxes (140) (580) (879) (1,221) (1,679) (1,971) (2,289) (2,498) (2,696) (2,895) (3,101) (3,318) (3,543) (3,776) (4,016)
Net
Income Incl. NOL Adj. (417) (295) 387 1,044 1,292 1,956 2,718 3,738 4,387 5,095 5,559 6,001 6,444 6,901 7,386 7,886 8,404 8,939 Capex (35) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and
Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (34) (107) (137) (124) (148) (354) (541) (484) (268) (95) (68) (70) (72) (79) (83) (87) (91) Equity Issuance to Oak 1,441
-
Ending Cash Balance 574 1,646 1,916 2,814 3,982 5,790 8,154
11,331 15,215 20,032 25,486 31,419 37,794 44,623 51,930 59,733 68,051 76,898
Note
1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 35 to reflect pre-tax figures; no PoS adjustment applied
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\36
Project Maple
POS ADJUSTED FINANCIALS
Overview of Tax Attributes
Upside Case; PoS Adjusted
Tax AttributesUpside Case PoS Adjusted (1) $MM
2018 2019 2020 2021 2022 2023 2024 2025
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Tax Rate 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0% 31.0%
31.0%
Tax Benefit from EBT Negative Segments
JCAR017 (US)Segment Taxes
(210) (423) (598) (736) (822) (965) (1,066) (1,132) (1,200) (1,272) (1,348) (1,429) (1,514) (1,604) (1,699) (1,799) JCAR017 (ex-US Royalties)Segment Taxes (6) (34) (60) (75) (87) (91) (96)
(100) (100) (101) (102) (102) (103) (104) (105) (105) JCARH125 (Global)Segment Taxes (11) (102) (224) (358) (463) (531) (586) (615) (640) (667) (694) (723) (754) (787) (821) CD28 & 4-1BB
Royalties- Segment Taxes (6) (16) (28) (35) (30) (28) (31) (35) (36) (37) (39) (40) (36) (32) (34) (35) (37) (38) PipelineSegment Taxes (86) (275) (470) (583) (611) (631) (651) (673) (695) (719) (743) (769)
G&A / OtherSegment Taxes
PlatformSegment Taxes (24) (108) (193) (277) (361) (445) (530) (614)
Total Segment Taxes (6) (16) (243) (502) (789) (1,063) (1,383) (1,829) (2,199) (2,437) (2,590) (2,793) (2,997) (3,208) (3,431) (3,661) (3,900) (4,146)
Consolidated Book Taxes Pre-NOL Utilization (120) (367) (580) (879) (1,221) (1,679) (1,971) (2,289) (2,498) (2,696) (2,895) (3,101)
(3,318) (3,543) (3,776) (4,016)
Tax Shield from EBT Negative Segments 6 16 123 135 209 184 162 149 228 148 92 97 102 107 112 118 124 130
NOL Benefit
Book EBT (2) (417) (295) 387 1,184 1,872 2,834 3,939 5,418 6,358 7,384 8,057 8,697
9,340 10,002 10,704 11,429 12,180 12,955 Book Taxes (120) (367) (580) (879) (1,221) (1,679) (1,971) (2,289) (2,498) (2,696) (2,895) (3,101) (3,318) (3,543) (3,776) (4,016)
NOL Schedule:
Beginning Balance 408 825 1,120 733
Accrual / (Utilization) 417 295 (387) (733) Ending Balance 825 1,120 733 -
Taxable EBT (417) (295)452 1,872 2,834 3,939 5,418 6,358 7,384 8,057 8,697 9,340 10,002 10,704 11,429 12,180 12,955 Cash Taxes Paid (140) (580) (879) (1,221)
(1,679) (1,971) (2,289) (2,498) (2,696) (2,895) (3,101) (3,318) (3,543) (3,776) (4,016)
Book Taxes (120) (367) (580) (879) (1,221) (1,679) (1,971) (2,289)
(2,498) (2,696) (2,895) (3,101) (3,318) (3,543) (3,776) (4,016) Cash Taxes (140) (580) (879) (1,221) (1,679) (1,971) (2,289) (2,498) (2,696) (2,895) (3,101) (3,318) (3,543) (3,776) (4,016)
Tax Savings from NOLs 120 227
Notes
1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016
10K and includes NOL accrual from FY2017 forecasted performance per management projections
2. Book EBT represents consolidated performance and includes impact of
platform R&D 36
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\37
Project Maple
Appendix B
Non-PoS Adjusted Financials
37
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\38
Project Maple
NON-POS ADJUSTED FINANCIALS
Maple Financial Summary
Base Case; Non-PoS Adjusted
Projections Non-PoS Adjusted Base Case $MM unless otherwise Noted
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 221 983 1,802 2,400 2,770 3,133 4,622 6,199 6,712 7,075 7,457 7,859 8,284 8,731 9,203 9,700 10,224 JCAR017 Ex-US
Royalty 13 83 158 207 230 251 379 505 524 528 531 535 539 542 546 550 JCARH125 Net Revenue 14 237 601 1,241 2,038 2,456 2,977 3,861 4,459 4,700 4,880 5,070 5,269 5,479 5,699 5,931
4-1BB Royalty Revenue 6 10 13 22 30 45 58 68 86 104 112 117 81 -CD-28 Royalty Revenue 13 43 88 124
118 111 136 198 225 226 235 244 254 264 274 285 297 308 JCAR024 (ROR-1) 46 139 377 627 1,096 1,620 1,969 2,211 2,317 2,396 2,479 2,566 JCAR020 (MUC-16) 56 167 408 641 911 1,174 1,331 1,437 1,491 1,536 1,582 1,631 JTCR016 (WT-1) 95 285
859 1,493 2,457 3,476 4,127 4,577 4,790 4,957 5,133 5,317 LeY 53 159 388 612 1,027 1,491 1,803 2,021 2,121 2,197 2,276 2,360 JTCR018 (HPV) 13 38 127 228 436 671 826
930 969 995 1,022 1,050
Total Net Sales 19 274 1,112 2,268 3,307 4,373 5,859 8,382 12,026 15,008 18,332 21,478 23,661 25,327 26,501 27,590 28,734 29,936 COGS
(70) (269) (512) (739) (958) (1,255) (1,502) (2,083) (2,526) (3,034) (3,494) (3,807) (4,048) (4,200) (4,338) (4,481) (4,631) Total Gross Profit 19 204 843 1,755 2,568 3,416 4,604 6,880 9,944 12,482 15,297 17,984 19,853 21,279 22,301 23,252
24,253 25,305
% Margin 100% 74% 76% 77% 78% 78% 79% 82% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85%
R&DJCAR017 & JCARH125 (160) (194) (232) (363) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline
(315) (735) (420) (1,120) (700) (700) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184)
EBIT (353) (340) 120 808 1,411 1,898 3,393 4,895 8,349 10,857 14,301 16,954 18,789 20,178 21,162 22,074 23,035 24,045
Margin n.m. (124%) 10.8% 35.6% 42.7% 43.4% 57.9% 58.4% 69.4% 72.3% 78.0% 78.9% 79.4% 79.7% 79.9% 80.0% 80.2% 80.3%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other Income (Expense) Cash Taxes (220) (568) (966)
(1,448) (2,444) (3,306) (4,458) (5,364) (6,017) (6,532) (6,921) (7,288) (7,670) (8,068) Net Income Incl. NOL Adj. (431) (412) 15 696 1,029 1,263 2,150 3,223 5,440 7,357 9,922 11,940 13,393 14,539 15,405 16,222 17,072 17,957 Capex (35) (50) (20) (20)
(10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (26) (84) (116) (104) (107) (149) (252) (364) (298)
(332) (315) (218) (167) (117) (109) (114) (120) Equity Issuance to Oak 1,441 -
Ending Cash Balance 560 1,524 1,446 2,017 2,942 4,098 6,100 9,051 14,106 21,155 30,734 42,360 55,534 69,907 85,195101,308118,266136,103
Note
1. Represents net of annual platform R&D and return on cumulative platform R&D at
WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 38 to reflect pre-tax
figures; no PoS adjustment applied
Project Maple
NON-POS ADJUSTED FINANCIALS
Maple Financial Summary (contd)
Downside Case; Non-PoS Adjusted
Projections Non-PoS Adjusted Downside Case $MM unless otherwise Noted
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031
2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 57 389 818 1,161 1,403 1,584 1,856 2,215 2,538 2,740 2,890 3,047 3,213 3,387 3,572 3,766 3,970
JCAR017 Ex-US Royalty 3 32 69 98 115 124 142 167 186 193 194 195 197 198 199 201 JCARH125 Net Revenue 6 102 266 543 858 1,071 1,171 1,220 1,266 1,314 1,364 1,418 1,474 1,532 1,594
1,659 4-1BB Royalty Revenue 4 9 16 24 30 38 46 55 63 69 74 78 27 -CD-28 Royalty Revenue 9 29 68 104
114 117 130 157 181 194 206 215 223 232 241 251 261 270 JCAR024 (ROR-1) 13 40 108 179 313 463 563 632 662 685 708 733 JCAR020
(MUC-16) 16 48 117 183 260 335 380 411 426 439 452 466 JTCR016 (WT-1) 27 81 245 426
702 993 1,179 1,308 1,369 1,416 1,467 1,519 LeY 15 46 111 175 294 426 515 577 606 628 650 674 JTCR018 (HPV) 4 11 36 65 125 192 236 266 277 284 292 300 Total Net
Sales 13 96 482 1,081 1,639 2,199 2,807 3,487 4,389 5,216 6,165 7,100 7,729 8,251 8,638 9,004 9,389 9,793 COGS (18) (107) (231) (351) (467) (587) (603) (745) (869) (1,004) (1,135) (1,230) (1,304) (1,353) (1,398) (1,445) (1,494) Total Gross
Profit 13 77 376 850 1,288 1,732 2,219 2,884 3,644 4,348 5,161 5,964 6,499 6,947 7,285 7,606 7,944 8,299
% Margin 100% 81% 78% 79% 79% 79% 79% 83% 83% 83% 84% 84%
84% 84% 84% 84% 85% 85%
R&DJCAR017 & JCARH125 (160) (194) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38)
R&DPipeline (315) (735) (420) (1,120) (700) (700) -SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888)
(920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (359) (466) (347) (185) 132 214 1,009 900 2,049 2,722 4,203 4,973 5,473 5,884 6,185 6,467 6,764 7,076
Margin n.m. (487%) (71.9%) (17.1%) 8.0% 9.7% 36.0% 25.8% 46.7% 52.2% 68.2% 70.0% 70.8% 71.3% 71.6% 71.8% 72.0% 72.3%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other Income (Expense)
Cash Taxes (302) (784) (1,327) (1,650) (1,889) (2,101) (2,278) (2,450) (2,626) (2,807) Net Income Incl. NOL Adj. (438) (538)
(452) (296) (31) 147 732 676 1,281 1,744 2,954 3,672 4,205 4,676 5,071 5,453 5,846 6,249 Capex (35) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10
10 10 10 10 10 10 10 â^ in Net Working Capital (1) (8) (39) (60) (56) (56) (61) (68) (90) (83) (95) (94) (63) (52) (39) (37) (38) (40) Equity Issuance to Oak 1,441
-
Ending Cash Balance 554 1,410 909 543 456 547 1,219 1,806 2,977 4,629 7,478 11,057 15,199 19,823 24,855 30,272 36,079
42,287
Note
1. Represents net of annual platform R&D and return on
cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 39 to reflect pre-tax figures; no PoS adjustment applied
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\40
Project Maple
NON-POS ADJUSTED FINANCIALS
Maple Financial Summary (contd)
Upside Case;
Non-PoS Adjusted
Projections Non-PoS Adjusted Upside Case $MM unless
otherwise Noted
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement
JCAR017 US Revenue 340 1,486 2,646 3,578 4,541 5,286 7,612 9,730 10,320 10,879 11,468 12,089 12,744 13,434 14,162 14,929 15,738 JCAR017
Ex-US Royalty 20 126 232 309 375 413 547 656 664 669 673 678 682 687 692 696 JCARH125 Net Revenue 30 449 1,103 2,273 3,667 4,907 6,879 8,492 9,053 9,376 9,716 10,072 10,447 10,840
11,253 11,688 4-1BB Royalty Revenue 7 11 11 17 23 33 42 58 78 86 90 95 60 -CD-28 Royalty Revenue 17
54 103 132 105 93 130 187 180 168 174 181 188 196 205 214 223 232 JCAR024 (ROR-1) 667 2,085 3,555 4,410 4,652 4,802 4,959 5,124 5,296 5,477 5,666 5,865 JCAR020 (MUC-16) 458 1,417 2,385 2,906 3,045 3,130 3,219 3,312 3,409 3,511 3,617 3,728 JTCR016 (WT-1)
1,374 4,299 7,320 9,081 9,586 9,904 10,236 10,584 10,949 11,331 11,732 12,152 LeY 611 1,910 3,241 4,006 4,229 4,372 4,523 4,681 4,847 5,021 5,203 5,394 JTCR018 (HPV)
287 894 1,533 1,908 2,001 2,051 2,103 2,158 2,215 2,274 2,336 2,400
Total Net Sales 25 404 1,650 3,370 5,040 7,249 12,898 23,783 35,447 42,032 44,372 46,047
47,766 49,548 51,483 53,516 55,651 57,894 COGS (108) (410) (777) (1,157) (1,633) (2,628) (4,020) (5,853) (6,893) (7,241) (7,463) (7,695) (7,937) (8,189) (8,453) (8,728) (9,015) Total Gross Profit 25 296 1,240 2,593 3,884 5,615 10,270 19,764
29,595 35,139 37,131 38,584 40,071 41,611 43,294 45,063 46,924 48,879
% Margin 100% 73% 75% 77% 77% 77% 80% 83% 83% 84% 84% 84% 84% 84% 84% 84% 84% 84%
R&DJCAR017 & JCARH125 (160) (194) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline
(1,120) (1,435) (1,435) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184)
EBIT (347) (248) 517 438 1,607 3,397 9,480 18,899 28,700 34,213 36,135 37,554 39,007 40,510 42,155 43,885 45,705 47,619
Margin n.m. (61.3%) 31.4% 13.0% 31.9% 46.9% 73.5% 79.5% 81.0% 81.4% 81.4% 81.6% 81.7% 81.8% 81.9% 82.0% 82.1% 82.3%
(1) (78) (72) (105) (112) (163) (67) (277) (224) (465) (194) 78 350 621 893 1,165 1,436 1,708 1,980 Other Income (Expense) Cash Taxes (320) (1,032)
(2,853) (5,789) (8,753) (10,546) (11,226) (11,750) (12,285) (12,835) (13,429) (14,050) (14,698) (15,376) Net Income Incl. NOL Adj. (426) (319) 412 327 1,125 2,298 6,350 12,886 19,482 23,473 24,987 26,153 27,343 28,568 29,891 31,272 32,715 34,223
Capex (35) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (38) (125) (172) (167)
(221) (565) (1,088) (1,166) (658) (234) (167) (172) (178) (193) (203) (214) (224) Equity Issuance to Oak 1,441 -
Ending Cash Balance 566 1,609 1,887 2,032 2,990 5,067 10,852 22,629 40,925 63,729 88,472114,458141,629170,020199,717230,786263,287297,286
Note
1. Represents net of annual platform R&D and return on cumulative platform R&D at
WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 40 to reflect pre-tax
figures; no PoS adjustment applied
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\41
Project Maple
Appendix C
Assumptions Details
41
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\42
Project Maple
ASSUMPTIONS DETAILS
Summary of Commercial Case Variances
Per Maple Management
Base Case Downside Case Upside Case
JCAR017 (1) Penetration / Share Ramp Penetration / Share
Ramp Penetration / Share Ramp
CAR-T 75% 2.5 Years 60% 3 Years 85% 2 Years
3L DLBCL JCAR017 55% 2 Years 35% 4 Years 70% 2 Years TNE CAR-T 75% 2.5 Years 60% 3 Years 85% 2 Years
2L DLBCL JCAR017 55% 2 Years 40% 3 Years 70% 2 Years TE CAR-T 60% 2.5 Years 40% 4 Years 70% 2 Years
2L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CAR-T 50% 2.5 Years 20% 4 Years 60% 2 Years
1L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CLL CAR-T 60% 2.5 Years 50% 2 Years 70% 2 Years
3L JCAR017 70% NA 50% NA 80% NA
CLL CAR-T 60% 2.5
Years 50% 3 Years 70% 2 Years
2L JCAR017 70% NA 60% NA 80% NA CAR-T 10% 1st / 80% 2nd 2 Years 0% 1st / 60% 2nd 2 Years 25%
1st / 80% 2nd 2 Years Ped ALL JCAR017 25% 2 Years 15% 2 Years 35% 2 Years CAR-T 50% 2 Years 25% 3 Years 75% 3 Years Adult ALL JCAR017 60% 2 Years 40% 2 Years 80% 2 Years
JCARH125 (1) Launch Penetration / Share Ramp Launch Penetration / Share Ramp Launch Penetration / Share Ramp
MM CAR-T 1Q20 70% 2.5 Years 4Q19 50% 2 Years 4Q19 80% 2 Years
4L JCARH125 4Q20 35% 2 Years 4Q20 25% 3 Years 4Q20 50% 2 Years MM CAR-T 4Q21 50% 2.5 Years 4Q21 30% 2 Years 4Q21 60% 2 Years
2L JCARH125 4Q22 35% 2 Years 4Q22 25% 3 Years 4Q22 50% 2 Years MM CAR-T 4Q23 30% 2.5 Years 4Q23 0% NA 4Q23 50% 3 Years
1L JCARH125 4Q25 35% 2 Years 4Q24 0% NA 4Q24 50% 2 Years
Pipeline (1) Launch Penetration
/ Share Price (2) Launch Penetration / Share Price Launch Penetration / Share Price
CAR-T 2024 35% NA 2024 20% NA 2024
80% NA
3L Maple 2024 50% (40%) Discount 2024 25% (40%) Discount 2024 30% 0% Discount CAR-T 2026 35% NA 2026 20% NA 2024 80%
NA
2L Maple 2026 50% (40%) Discount 2026 25% (40%) Discount 2024 30% 0% Discount CAR-T 2028 35% NA 2028 20% NA 2024 80% NA
1L Maple 2028 50% (40%) Discount 2028 25% (40%) Discount 2024 30% 0% Discount
Notes
1. Figures shown represent US assumptions; EU and RoW assumptions may
vary 42
2. Discount relative to JCAR017 pricing
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\43
Project Maple
ASSUMPTIONS DETAILS
Base Case JCAR017 Assumptions
As provided by Maple Base Case: JCAR017 Assumptions
management
The following inputs vary 2L TNE 2L TE
between commercial
cases Indication 3L DLBCL DLBCL DLBCL 1L DLBCL 3L CLL 2L CLL Ped ALL Adult ALL
CAR-T Penetration PoS 90% 90% 60% 10%
70% 50% 75% 75%
CAR-T Ramp 2016 U.S. 5,471 5,403 3,962 22,426 3,099 2,038 599 1,478
JCAR017 Share Add. Population
JCAR017 Ramp 2016
Ex-U.S. 4,315 5,627 4,127 26,442 2,249 1,739 498 1,798
Add. Population
CAR-T Access 2.5% of patients in clinical trials
40%
at 3L+ DLBLC launch ramping to 80% over 3 Years
CAR-T Launch 4Q17 2Q19 3Q20 3Q24 1Q20 3Q22 2Q17 1Q19 (CD28 (CD28 (CD28
(Maple) (Maple) (Maple) (CD28 (CD28 Comp.) Comp.) Comp.) Comp.) Comp.)
CAR-T Penetration 75% 75% 60% 50% 60% 60%
10%1st 50% 80%2nd
CAR-T Ramp 2.5 Years 2.5 Years 2.5 Years 2.5 Years 2.5 Years 2.5 Years 2 Years 2 Years
JCAR017 Launch Date 1Q19 4Q19 1Q21 3Q24 1Q20 3Q22 2Q20 4Q21 Peak JCAR017 Share 55% 55% 70% 70% 70% 70% 25% 60% JCAR017 Ramp 2 Years 2 Years 2 Years 2 Years N/A N/A 2 Years 2 Years
Launch Price U.S.: $320K Net Ex-U.S.: $270K Net
Price
Increase U.S.: 3% per Year Ex-U.S.: (0.5)% per Year
RoW Gross-Up 30% of EU5+Japan
Sales
43
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\44
Project Maple
ASSUMPTIONS DETAILS
Base Case JCARH125 Assumptions
As provided by Maple Base Case: JCARH125 Assumptions
management
The following inputs vary Indication 1L MM 2L MM 4L+ MM
between commercial cases PoS 10% 40% 55%
CAR-T Launch 2016 U.S. Addressable Population 23,680 19,300 8,100
CAR-T
Penetration
2016 Ex-U.S. Addressable Population 23,296 16,860 4,598
CAR-T Ramp CAR-T Access In-line with JCAR017
JCARH125 Launch Date
CAR-T
Launch U.S.: 4Q23 U.S.: 4Q21 U.S.: 1Q20
JCARH125 Share
Ex-U.S.: 4Q24 Ex-U.S.: 4Q22 Ex-U.S.: 1Q21
JCARH125 Ramp (4-1BB Competitors) (4-1BB Competitors) (4-1BB Competitors)
CAR-T Penetration 30% 50% 70%
CAR-T Ramp 2.5 Years 2.5 Years 2.5 Years
JCARH125 Launch Date U.S.: 4Q25 U.S.: 4Q22 U.S.: 4Q20
Ex-U.S.: 4Q26 Ex-U.S.: 4Q23 Ex-U.S.: 4Q21
Peak JCARH125 Share 35% 35% 35%
JCARH125 Ramp 2 Years 2 Years 2 Years
Launch Price U.S.: $330K Net (in line with JCAR017) Ex-U.S. $270K Net
Price Increase U.S.: 3%
Ex-U.S.: (0.5)%
RoW Gross-Up 30% of EU5+Japan Sales
44
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\45
Project Maple
ASSUMPTIONS DETAILS
Base Case Pipeline Assumptions
As provided by Maple Base Case: Named Pipeline
Assumptions (1) management
The following inputs vary Indication 1L 2L 3L+ between commercial cases PoS 10% 10% 10%
CAR-T Penetration
CAR-T Access 5% of patients in clinical trials
Maple Launch Date 40% at solid tumor launch ramping to 80% over 2 Years
Maple Peak Penetration
Launch Price Biomarker Positivity Varies
by indication
Patient Eligibility 80% 70% 60% CAR-T Launch Dates 2028 2026 2024
CAR-T Penetration 35% Maple Peak Penetration 50%
Ramp 4 Years 4 Years 3 Years
Launch Price 40% Discount to JCAR017
Price Increase U.S: 3%
Ex-U.S.: (0.5)%
RoW
Gross-Up 30% of EU5+Japan Sales
Note 45
1. Includes ROR-1 CAR, MUC16 CAR, LeY CAR, HPV TCR, WT-1 TCR
Project Maple
ASSUMPTIONS
DETAILS
Select Commercial Case Variances
CAR-T Penetration & Peak Share
Case Variations
As provided by Maple
CAR-T Penetration Peak Share
Base Downside Upside Base Downside Upside
management
JCAR017
The following inputs vary
between commercial cases 3L DLBCL 75% 60% 85% 55% 35% 70%
JCAR017 2L TNE DLBCL 75% 60% 85% 55% 40% 70%
CAR-T Penetration
2L TE DLBCL 60% 40% 70% 70% 40% 80%
CAR-T Ramp
JCAR017 Share 1L DLBCL 50%
20% 60% 70% 40% 80%
3L CLL 60% 50% 70% 70% 50% 80%
JCAR017 Ramp
JCARH125 2L CLL 60% 50% 70% 70% 60% 80%
CAR-T Launch Pediatric ALL 10% 1st / 80% 2nd 0% 1st / 60% 2nd 25% 1st / 80% 2nd 25% 15% 35%
CAR-T Penetration Adult ALL 50% 25% 75% 60% 40% 80%
CAR-T Ramp JCARH125
JCARH125 Launch Date
4L 70% 50% 80% 35% 25% 50%
JCARH125 Share 3L 50% 30% 60% 35% 25% 50%
JCARH125 Ramp
1L 30% 0% 50% 35% 0% 50%
Pipeline
CAR-T Penetration Pipeline
Maple Launch
Date JCAR024 35% 20% 80% 50% 25% 30%
Maple Peak Penetration JCAR020 35% 20% 80% 50% 25% 30%
Launch Price JTCR016 35% 20% 80% 50% 25% 30% LeY 35% 20% 80% 50% 25% 30%
JTCR018 35%
20% 80% 50% 25% 30%
46
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\47
Project Maple
Appendix D
Financial Analysis Reference Materials
47
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\48
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Oak Collaboration Agreement Overview
Oak Collaboration Agreement Summary Oak Collaboration
Agreement Summary (contd)
In June 2015, Maple entered into the Oak Collaboration Agreement pursuant to which Upon Oaks exercise, the
parties are obligated to enter into either a license agreement or Maple and Oak will research, develop, and commercialize novel cellular therapy a co-development and
co-commercialization agreement product candidates and other immuno-oncology and immunology therapeutics,
If Oak
exercises an option with respect to Maple internally developed programs, the including, in particular, CAR and TCR product candidates parties will enter into an agreed form of a license agreement pursuant to which Oak
Each party has certain options to obtain either exclusive license to develop and receives an exclusive, royalty-bearing license to develop and commercialize, at
commercialize specific product candidates arising from specified types of programs Oaks cost, specified therapeutic program candidates directed to the targets of such conducted by the other party, or the right to participate in the co-development and co- Maple programs in the Oak Territories (1) commercialization of specified product candidates arising from such programs If Maple exercises
its option with respect to product candidates arising in internally
BCMA-directed product candidates are excluded from the Agreement developed Oak programs,
the parties are obligated to enter into a co-development and co-commercialization agreement under which Maple bears 30% and Oak bears 70%
The Agreement terminates in 2025, subject to a tail period to certain programs of global profits and losses
The Agreement grants Oak an exclusive license with respect to Maples internally
In addition to an upfront cash payment of $150MM, Oak is required to pay Maple an conducted programs additional upfront fee if Oak exercises its option for
each of the CD19 and CD22
Maple retains the right to develop and commercialize product candidates arising from programs for $50MM each such programs in the
US, Canada and Mexico, and for cellular therapy product
In April 2016, Oak paid Maple $50MM in relation to the exercise of its option for the candidates,
China (the Maple Territories and all other countries the Oak
CD19 program
Territories)
Concurrent with signing, Maple agreed to sell 9.1MM shares to Oak at
$93 / share,
Oak may exercise its options on a program-by-program basis at
various time points along with certain options (specified below) to purchase additional Maple shares at a through completion of certain clinical trials pre-determined pricing and exercise period structure
In connection with the Agreement, Oak and Maple entered into a standstill agreement
Oak Acquisition Rights Overview
Option Description
First Acquisition Right (FAR) · Allows Oak to purchase up to 10% (or the amount permitted under the First Period Top Up Rights, if less)
of shares outstanding post-purchase Annual Top-Up · FAR Base Price (no premium) FAR Exercise · Allows Oak to purchase up to 19.99% of shares outstanding post-purchase during 2019-2020 · If
FAR Base Price less than $56, 50% premium (2) · If FAR Base Price is greater than $56, the premium over the FAR Base Price is the greater of 15% and $28 (3) Second Acquisition Right (SAR) · Allows Oak to purchase up to 19.99% (or
the amount permitted under the Second Period Top Up Rights, if less) of shares outstanding post-purchase Annual Top-Up · SAR Base Price + 5% premium SAR Exercise · Allows Oak to purchase up to
30% of shares outstanding post-purchase during 2024-2025 · If SAR Base Price less than $84, 50% premium · If SAR Base Price is greater than $84, the premium over the SAR Base Price is the greater of 15% and $42
Notes
1. Subject to Oaks right to exercise an option for a specified number of programs,
excluding the CD19 and CD22 programs, to co-promote such product candidates in the Maple Territories
2. 50% assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to 60%; per management guidance, assumes Opt-In
Condition has been met for purposes of analysis 48
3. 15% and $28 assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to the greater of 18% or $33.60; per management guidance, assumes Opt-In Condition has been met
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\49
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Equity Research Perspectives
Sorted by Target Price(1)
JCAR017 BCMA
Pipeline / R/R DLBCL Other B-
Current Price R/R ALL CLL FL MM Solid Terminal (NHL) Cell
Broker Target Rating Tumor Platform
Value Valuation Commentary
DCF/NPV valuation assigns $6/share to DLBCL, $2/share to CLL, $1/share to solid tumors and $16/share to
Technology & Cash SunTrust $65.00 Buyï¼ï¼ï¼ï¼
Blended POS of 27%
Probability adjusted peak sales in 2023 of $824MM
Multiple Methodology
(8 x 2023 US sales + 15 x 2023 royalties in 2nd+3rd line DLBCL,
adult r/r ALL, pediatric and young adult r/r ALL and r/r CLL + 6 x US and EU 2024 MM
Wedbush $64.00 Buyï¼ï¼ï¼ï¼ revenues)
15%
discount rate on JCAR017 sales; 30% discount rate on MM
DCF out to 2032. Discount rate 10%, PGR (6%) Cowen $60.00
Buyï¼ï¼ï¼
Only models JCAR017 in DLBCL and pediatriatic ALL indications
Discount EPS and SOTP (equally weighted)
Valuation includes JCAR17 CD19 B-Cell Non-Hodgkins Lymphoma (NHL) and Maxim Group $56.00 Buyï¼ï¼ï¼ï¼ï¼ï¼
Leukemia (15% discount), CAR-T pipeline (30% discount) and TCR T Cell pipeline (30% discount)
DCF analysis and
probability-weighted sales of Junos CD19-targeted CAR-T products Leerink $56.00 Buy Lack of detail ï¼ in hematological indications
12% discount rate, 2.5% PGR
SOTP DCF Analysis, 10% discount rate, no terminal
value Barclays $55.00 Buyï¼ï¼ï¼ï¼ JCAR017 Other B Cell includes MCL
No
value assigned outside JCAR017, no platform value
DCF modelled to 2026
Guggenheim $55.00 Buyï¼ï¼ï¼ï¼ Discount rate: 13.4%, PGR 2.0%
Models JCAR18 sales starting in 2021
Probability adjusted NPV analysis
Wells Fargo $54.00 Buyï¼ï¼ï¼ï¼ï¼ï¼ï¼ Adult
and Pediatric ALL included, other B-Cell indications includes MCL
15 pipeline products modelled with POS between 5%
and 25%
Proprietary NPV (50%) and a multiple-based revenue scenario analysis (50%). 13% discount rate J.P. Morgan $50.00
Holdï¼ï¼ï¼
$1Bn platform value
50% PoS for JCAR017 in pediatric ALL (US) and a 60% PoS in pediatric NHL (US)
DCF out to 2030. Discount rate: 15%, PGR: 2% Morgan $43.00 Holdï¼ï¼ï¼ï¼ï¼ï¼ï¼ No SOTP
Stanley
Forecast next-gen CARs to
hit market in 2023 BTIG NA Buyï¼ï¼ Multiple Methodology5 x EV / 2021 Sales
Median $55.50 Premium to (2) (5.1%) Current
Notes
1. Latest available detailed report does not reflect most recent target
price due to embargo period 49
2. Current share price of $58.48 as of 03 November 2017
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\50
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Equity Research Perspectives (contd)
Equity ResearchPOS Perspectives(1)
Indication Cowen J P Morgan Wells Fargo SunTrust BTIG Barclays Maxim Median NHL/DLBCL 85% 60% 72.5% 70% 85% 73%
ALL 90% 50% 70% 70% CLL 70% 65% 68% MCL 60% 60% Blended JCAR017 27% 80% 54% MM 25% 25% Pipeline 5%25% 50% 33%
Equity Research Valuation Assumptions
Broker WACC PGR Equity ResearchUnadjusted Peak
Sales Perspectives(1)
Cowen 10.0% (6.0%)
Morgan
Morgan Stanley 15.0% 2.0% Indication Cowen Stanley Wells Fargo SunTrust BTIG Barclays Maxim Median
J.P. Morgan 13.0% N/A NHL/DLBCL $1,841 $1,138 $1,351 $2,503 $1,596 Wells Fargo 10.0% N/A ALL $178 $231 $357 $231
SunTrust 12.0% N/A CLL $575 $403 $489
Leerink 12.0% 2.5%
MCL $326 $326
Guggenheim 13.4% 2.0%
Blended JCAR017 $3,052 $447 $2,574 $2,574
Barclays 10.0% N/A
MM $382 $980 $681
Maxim 15% / 30% 1.0%
Median 12.0% 2.0% Pipeline $3,000 $3,000
Note 50
1. Based on latest available detailed wall street equity research. Latest available report may not reflect most recent target price due to embargo period
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\51
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Biopharma M&A Has Been Muted in 2017
2017YTD Biopharma Transactions >$1Bn
2017YTD Biopharma Transactions >$1Bn
Premium to:
5-Day Reaction Announcement Aggregate 52-Week Timing of PF Impact to Illustrative 2020 Share Benchmark Date Acquiror Target Value ($Bn) Offer / Share High % Unaffected %
Accretion Revenue Growth Returns (1) Performance Adjusted (2)
8/28/2017 11.1 $180.00 26% 29% 2021 N/A N/A 12% 11%
4/24/2017 4.8 $34.00 (4%) 35% 2018 N/A +5.9% (1%) (1%)
2/27/2016 Tysabri 2.9 (3) N/A N/A N/A
N/A N/A N/A N/A N/A
Royalty
2/13/2017 2.4 $56.50 9% 14% Immediate (0.9%)
+3.6% 0% (1%) 1/26/2017 30.0 $280.00 57% 90% Immediate +0.2% +3.8% 2% 2% 1/9/2017 5.2 $24.00 66% 75% FY2018 +0.7% +5.9% (2%) (1%)
1/8/2017 1.0 N/A N/A N/A 2018 N/A
N/A 3% 3%
Median 41% 52% +0.2% 2% 2%
calculated using Thomson median
consensus estimates mance relative to S&P500 for U.S.-based companies; DAX 30 for Fresenius, CAC 40 for Ipsen and Nikkei 225 for Takeda 51
3. Includes $2.2Bn
upfront plus up to $650MM in milestone payments
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\52
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Biotech Acquisition Premiums Span a Wide Range
Since 2011; Deals $5Bn-$20Bn
Biopharma Public Precedent M&A Transactions
Ultimate premium dictated by a Date Lead Stage of Aggregate Premium from Acquiror Price Performance (2) Announced Target Acquiror Product Development Price ($Bn)
Unaffected (%) (1) 1-Day 6-Month (3) range of circumstances, to include: 08/28/17 Kite Gilead Axi-Cel (KTE-19) Filed 11.1 29% 1% (0%)
Level of strategic interest and
01/09/17 Ariad Takeda Iclusig / Brigatinib Marketed / Filed 5.2 75% 0% 7%
competition for
asset
Risk appetite for acquiror / 08/22/16 Medivation Pfizer XTANDI Marketed 14.0 109% (0%) (12%) desire for risk mitigation by 05/16/16 Anacor Pfizer
Crisaborole Phase 3 5.2 55% (0%) (10%) target 11/02/15 Dyax Shire DX-2930 Phase 1 6.5 35% (2%) (14%)
Stock
performance leading up to 07/14/15 Receptos Celgene Ozanimod Phase 3 7.2 41% 1% (4%) acquisition 05/06/15 Synageva Alexion Sebelipase Alfa BLA/MAA under review 8.4 136% (8%) 2%
Market cycle 02/23/15 Salix Valeant Xifaxan 550 Marketed 15.8 23% 15% 41% 01/11/15 NPS Shire Gattex/Revestive Marketed 5.2 51% 0% 12%
12/08/14 Cubist Merck & Co. CUBICIN Marketed 9.5 37% 1% (4%) 08/24/14 InterMune Roche Esbriet Marketed 8.0 63% 0% (10%) 04/07/14 Questcor Mallincrokdt H.P Acthar Gel
Marketed 5.6 27% 5% 42% 08/25/13 Onyx Amgen Kyprolis Marketed 9.7 44% 8% 7% 07/29/13 Elan Perrigo Tysabri Marketed 6.7 56% (6%) 10% 06/29/12 Amylin BMS / AstraZeneca GLP-1 Agonists Marketed 6.9 101% (0%) (15%)
(5) 11/21/11 Pharmasset Gilead PSI-7977 Phase 3 11.1 89% (9%) 19% 05/02/11 Cephalon Teva Multiple Marketed 6.8 39% 4% (4%) 02/16/11 Genzyme Sanofi-Aventis Multiple Marketed 19.8 (4) 48% 3% 8%
Mean 59% Median 50% 1st 4th Quartile uartile 37%
2nd 3rd Quartile uartile 50% Notes
1. Last trading date before transaction announcement or rumor 3rd 2nd Quartile uartile 78%
2. Net of S&P performance
3. For deals announced less than
6-months ago, represents
Average of Top Quartile 97% performance up to most recent trading day
4. Represents upfront consideration only
5. Represents BMY performance
52
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\53
Project Maple
FINANCIAL ANALYSIS REFERENCE MATERIALS
Maple Capitalization Table
Based on November 3, 2017 Share Price
Share count data as of October Maple Capitalization Maple Dilutive Securities Detail (2)
31, 2017, as provided by Maple $MM except for per share data $MM except for per share data management Number WAEP
Balance sheet data per Maple Share Price as of 11/3/2017 (1) $58.48 RSAs 0.4 -
3Q 2017
10Q
Basic Shares Outstanding (2) 113.5 RSUs 1.6 -
Dilution (2) 9.2 PSAs 0.2
-Fully Diluted Shares Outstanding 122.8 PSUs 1.3 -
Equity Value $7,181 ISOs & NQs 11.2 $28.67
(2) 9.2
(-) Cash & Equivalents (3) 1,055.7 Total Dilution (-) JW Stake (4) 70.0 (+)
Total Debt (5) 10.0 (+) Contingent Consideration (6) 24.9 (+) Success Payment Liabilities (7) 84.6
Aggregate Value $6,174
Notes
1. Closing price as of 11/03/17 per Capital IQ
2. As provided by Maple management; represents basic shares outstanding as of 10/31/2017; dilution calculated via the treasury stock method
3. Per Maple 3Q 2017 10Q; includes cash and cash equivalents as well as short and long-term marketable securities
4. Represents equity stake in JW Therapeutics (Shanghai); $70MM book value based on anti-dilution rights of 35% and $200MM series A valuation
5. Per Maple 3Q 2017 10Q; debt value shown based on remaining principle payments
6. The fair
value of obligations from previous business combinations; per Maple 3Q 2017 10Q
7. Book values of FHCRC and MSK success payments as reported in Maple 3Q 2017 10Q;
note that for purposes of DCF analyses, FHCRC and MSK 53 liability measured on the basis of associated and resulting DCF value per share
Project Maple
Appendix E
Partial Purchase Reference Materials
54
Project Maple
PARTIAL
PURCHASE REFERENCE MATERIALS
General Structured Transaction Considerations
Rationale Source of capital both initially and overtime
R&D
and commercial expertise and ability to accelerate
Preserve ability for smaller company to maintain culture and productivity
Financial Up front economics Terms Licensing fee
Equity purchase:
applicable premium
Asset contribution: relative valuation
Back
end: free-floating vs. structured; call option; put / call option provision
Product Commercial collaborations (milestone payments, royalty, profit-sharing,
call points, Agreements geographies)
Research payments / development agreements
Opt in provisions to new programs
Desire for
non-compete clause
Structure / Roles of parties Governance Expectations
Board representation
Standstill agreement
Ability to increase stake / purchase majority stake
Ability to impact corporate
decisions
Termination /
Change of Procedures for terminating the
agreement
Control Rights of parties in the event of a change of control, including right to approve transactions
Provision
Filing
Understand shareholder thresholds and corresponding rights
Requirements
55
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\56
Project Maple
PARTIAL PURCHASE REFERENCE MATERIALS
Partial Purchase Transactions
Governance Comparison for ~50% Purchases
Biotechnology Partial Purchase Transaction Precedents
Sandoz
Roche/ CIBA (Novartis)/ American Cyanamid (Novartis)/ AHP/ Roche/ Foundation Medicine Chiron (AHP)/Immunex SyStemix Genetics Institute Genentech
Year of Original · 2015 · 1994 · 1992 · 1991 · 1991 · 1990 Agreement
Description of · Equity stake and R&D · Equity stake and R&D · Equity stake and · Equity stake in · Equity stake in exchange ·
Equity stake in exchange for 3 Agreement funding in exchange funding in exchange for revenue guarantee in exchange for for 2 board seats and board seats and right of first for 3 board seats ex- 3 board seats
exchange for 3 board board control right of first negotiation for negotiation for all products US rights to products seats and rights to and option to all products products in certain acquire in 3 territories years Initial Investment · 52.4-56.3% · 49.9% · 53.5% · 60.0% · 60.0% · 60.0% Percentage Investor Board of · 3 of 9 · 3 of 11 · 3 of 9 · 14 members; · 2 of 8 in first five
years; · 2 of 13 Director Seats Sandoz to thereafter, control absolute 2 of 9 majority Standstill Term · Three years · 49.9% limit for first five · Five years · Seven years · Five years · Five years
years (unless acquire whole company on third anniversary) Investor Ability to · Roche restricted from · Can purchase up to · Can purchase up to · Can increase to · Can purchase up to 75% · Can purchase up to
75% (79.5% in Increase Equity purchasing additional 49.9% in first five 70% (must notify board 75% stake only later amendment) Position shares except to offset years; after up to 55% in advance) in Years 710 dilution to maintain no and then
not > 79.9% less than 50.5% Investor Ability to · Roche can purchase · No combination in the · No combination unless · Can make offer · No combination unless · No combination unless approved Purchase all
remaining shares first 6 years; after only approved by a majority to purchase on approved by majority of by majority of independent Majority Stake after 3 years; No upon approval by of non-Cyanamid third
independent directors directors and non- Roche combination in the first majority of independent shareholders anniversary (unless at predetermined shareholders (unless as described 5 years unless directors
prices as described below) approved by majority below) of independent directors and non-Roche shareholders Other · CIBA to guarantee · Cyanamid contributed · AHP had option to ·
Roche had option to redeem Considerations $350-$425MM Lederle Oncology to redeem remaining remaining 40% at increasing prices revolving credit facility New Immunex. If minority stake until year up to five
years after · CIBA to fund $250- revenues from Lederle five at increasing, consummation (subsequently 300MM of R&D over 5 products do not hit predetermined prices amended to nine years) year period
predetermined can put thresholds, Cyanamid · Chiron up to pay New Immunex $500MM of equity to certain payments CIBA over next 11 yrs
56
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\57
Project Maple
PARTIAL PURCHASE REFERENCE MATERIALS
Case Study: Roche / Genentech Corporate Evolution
Valuation and Ownership Profile
Key Financials ($Bn) Market Cap Evolution
($Bn)
Restructuring of
Initial Investment 100% Purchase, Subsequent Sell Down and Final Purchase
Arrangement
15.0 100.0
1 2 3 4 13.4
Oct 1995: Exchanged June 1999: Purchase Oct 1999: Sale of March 2009: Roche
Feb 1990: Roche purchased 60% of Genentech existing redeemable of remaining 35% of 15.6% for $2.9Bn acquired all for $2.1Bn 11.7
Genentech for $4Bn Genentech 80.0
Has right to purchase the remaining 40% at common
stock for special common stock that Jan 2000: Issued outstanding shares set prices (option expires 1995) instituted a put-call July 1999: IPO and exchangeable note for $95/share
Permitted to make open market purchases up
10.0 immediate sale of for 2.5% stake ($1Bn
9.3 to a 75% total ownership stake structure set to expire on 17.6% for $2.1Bn net proceeds)
June 30, 1999 60.0
1990-1995: Roche purchases an additional 5% March 2000: Sale of in the open market CEO forced to resign 6.6% for $2.8Bn
6.6
Rationale for Roche
5.7
1. Preserve Genentechs Entrepreneurial Culture 40.0
So as to maintain its unique science-driven culture for the benefit of all stockholders, 4.6 4.7
5.0
Genentech will continue as an independent company (Press Release, 1990)
2. Preserve Genentechs Management Team 3.6
3.3
3. Drive Forward Genentechs Biotechnology Based Product Platform
2.6 2.3 20.0
4. Financial Risk Mitigation 2.0
1.6 1.5 1.3 0.9 0.9 0.9 1.1 1.0 0.6 0.8 0.6
0.7 0.5 0.3 0.4 0.0 0.1 0.1 0.2 0.2 0.2 0.2
0.0 0.0 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Revenue EBITDA Market Cap(1)
60% @ initial +5% in the open market 65% @ + 35% 100% Acquisition
(15.6%) 66.8% (6.6%) 60.2% 100% on 12 Roche Ownership investment restructuring ï 82.4% post-IPO (Oct 1999) (2000) March 2009
Notes 57
1. Market Cap based on trading valuation at the end of each calendar year
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\58
Project Maple
PARTIAL PURCHASE REFERENCE MATERIALS
Roche / GenentechKey Developments (19901995)
Phase 1 Feb 1990: Initial Investment
2 Restructuring of Arrangement: May 1995 June 1999
Transaction Extension of the option for Roche to redeem Genentech Special Common Summary Roche
$1.5Bn Cash Genentech Stock through June 30 1999: Shareholders
$61.25/share through September 1995 50% of Existing
Common Increasing by $1.25/share for the next 7 quarters and $1.50/share for
Addl
$492MM Redeemable the next 8 quarters to $82/share during the quarter ended June 30, 1999 10% of Cash Common (~8% IRR) new co.
(40% of new co.)
Genentech shareholders received the right to put their shares for 30 Genentech business days beginning July 1999 at a price of $60/share $100MM
Retirement of
Employee Roche allowed to increase its stake to 79.9% 40% of Stock Options Existing Common
Further
Total invested capital of $2.1Bn Governance
Details Board to include 2 directors
from Roche and 2 officers of Genentech
$36/share (64% premium) for 50% of Genentech stock ($1.5Bn aggregate value) nominated by the Nominating
Committee
$492MM cash into Genentech for 22MM newly issued at $22/share (0% premium)
Remainder of the Board to be independent directors
Genentech shareholders
received Redeemable Common Stock (RCS) for each share not Roche entitled to designate nominees for a number of directors in direct purchased by Roche (40% residual interest) proportion with its ownership
At Roches option, RCS was redeemable in whole, but not in part, at set prices (initially Product Agreements $39/share or $1.6Bn) through June 30, 1995 ($60/share
or $2.51Bn) Roche granted a ten year option on commercial rights for new Genentech products in non-US markets (option extended until 2015 in 1999)
RCS not redeemed after June 30 1995, convert into common (~15% IRR)
At the
conclusion of Phase II clinical trials or earlier, Roche could develop
Roche could purchase RCS in the open market subject to a 75% ownership limitation;
not a new Genentech drug outside the US permitted to acquire at prices below the final redemption price Roche pays 50% of all U.S. and 100% of Ex-US development costs
Roche paid $100MM to retire Genentech employees stock options and warrants 20% manufacturing mark-up plus reimbursement
for development of manufacturing process for peptides and proteins
Genentech not permitted to enter into any material licensing agreement without first
12.5% royalty until a product reaches sales of $100MM, subsequently negotiating with Roche for 3-6 months, with a
view to reaching a mutually beneficial 15% royalty agreement. These agreements were not subject to Roche director approval
Roche has exclusive rights and
paid a 20% royalty on Canadian sales
Genentech Board expanded to 13 directors: 2 nominated by Roche of Protropin®, Nutropin®, Activase®, and
Pulmozyme®, as well as
Had veto rights with respect to: material acquisitions or business combinations; sale, European sales of Pulmozyme lease,
license, transfer of greater than 10% of Genentechs assets or business; issuance Genentech supplied its relevant products for ex-U.S. sales to Roche at 20% margin or repurchase of any equity
securities
58
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\59
Project Maple
PARTIAL PURCHASE REFERENCE MATERIALS
Roche / GenentechKey Developments (19952008)
Phase
3 100% Purchase and IPO 4 Subsequent Sell Downs and Final Acquisition
Overview of
Purchase of remaining 35% of Genentech for $4.0Bn October 1999: Sale of 15.6% stake for $2.9Bn
Transactions
January 2000: Roche issues exchangeable notes (due 2015) for with a
Roche PF
Ownership 100% principal amount of $1.5Bn
IPO in July 1999 on NYSE If all notes were exchanged into Genentech shares, Roches percentage
ownership in Genentech would decrease by 2.5%
Immediate sale of 17.6% for $2.1Bn in October 1999 Notes exchangeable into Genentech shares at any time
prior to maturity
Net proceeds from issue was $980MM
Roche PF
ownership 82%
March 2000: Roche sells another 6.6% stake for $2.8Bn
March 2009: Roche and Genentech agree to a deal for full acquisition at $95/share in cash
Further Details 1999 Agreement: 19992008 Final Acquisition: March 2009
Roche
Board representation: 2 of 6 directors (proportional representation if July 2008: Roche submitted an unsolicited proposal to acquire the 44.2% requested by Roche). Approval rights for all major strategic decisions stake in Genentech that it
did not own for $89/share
Roche Licensing / Product Rights: Option to license all products outside After reviewing the offer, Genentech rejected the
proposal because it the U.S. at set times at predetermined royalties undervalued the company
Acquisition Rights / Restrictions: At >90% ownership, must
offer to merge. August 2008: Genentech put forth a proposal of $112.00/share Majority of independent shareholders must approve
March 2009: After
failing to reach an agreement, Roche launched a hostile
Disposal Rights / Restrictions: None, but licensing rights terminate at <50% tender offer at
$86.50/share. This was subsequently raised to $95/share, or a ownership and governing control declines. If Roche owns >50%, strategic total consideration of $46.8Bn buyer must purchase all shares for equivalent value
This offer valued Genentech at ~$100Bn
59
Project Maple
PARTIAL
PURCHASE REFERENCE MATERIALS
Roche/Foundation Medicine
January 12, 2015
Transaction Transaction Summary
Tender ~15.6MM Total upfront capital
~$1,030MM
Roche acquires majority interest in FMI
shares @ $50/share
Foundation Medicine
Roche Tender for ~15.6MM shares at $50/share
(~$780MM)
Shareholders
~$780MM Cash Third Rock, KPCB and Google
Ventures hold 31% and agree to tender at least a majority of their shares 52.4-56.3% ownership of 43.7-47.6% $250MM direct investment for 5MM new FMI shares at
$50/share
common stock ownership of
common stock Broad R&D
collaboration $250MM 5MM shares Roche committing to $150MM+ R&D funding for 5+ years to Cash @ $50/share accelerate FMIs new product development initiatives, optimize
Foundation Medicine
treatments for oncology patients and better design / understand the
results of clinical trials based on molecular information
1. ~$1,030MM to acquire majority interest in Foundation Medicine Commercial collaboration
agreements to expand global sales
2. $150MM+ for broad R&D collaboration for 5+ years efforts for FMIs current and future products
FMI maintains operational independence
Additional Terms
Joint Development Commercialization and Profit Sharing
Broad strategic
collaboration to further advance FMIs market-leading Commercial collaboration agreement designed to broaden FMIs position position in molecular information and genomic analysis while providing across clinical and molecular
information markets Roche a unique opportunity to optimize the identification and development Roche obtains ex-US rights (under FMI brand) to existing FMI products, as of novel treatment options for
cancer patients well as future co-developed projects
Roche will engage its U.S. medical education team in providing
medical
Development Costs information to pathologists
Roche
committing to $150MM+ R&D funding for 5+ years and contribute its expertise and breadth in oncology Equity Purchase
FMI will continue to operate
independently and will contribute its Roche to tender for ~$780MM of FMI shares at $50/share experience in development of comprehensive genomic profiling tests for Third Rock, KPCB and Google Ventures hold 31% of FMI equity and
oncology agree to tender at least majority of their shares
Initial focus of R&D collaboration will be on development genomic profile Roche to
purchase $250MM of new FMI shares at $50/share tests for cancer immunotherapies and for continuous blood-based FMI to issue 5MM new shares of common stock at $50, a 109% monitoring premium to FMIs price on 1/9/15
Roche direct investment and tender offer subject to completion and clearance under Hart-Scott-Rodino waiting period and other customary closing conditions
FMI to increase Board to 9 directors; Roche will obtain 3 director seats
Roche
will own 52.4-56.3% of outstanding FMI common stock
Together with ~15.6MM shares tendered and direct investment for
5MM shares, Roche would own a total of ~20.6MM shares
60
Project Maple Board Discussion Materials v72.pptx\03 NOV 2017\10:28 PM\61
Project Maple
Disclaimer
We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract,
commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in
strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this
document, please delete and destroy all copies immediately.
We have prepared this document and the analyses contained in it based, in part, on certain assumptions
and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree
with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective
officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it
generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or
warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or
returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation
or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.
We have
(i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any
company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals.
The purpose of this document is to provide the
recipient with a preliminary valuation for discussion purposes in connection with the proposed transaction.
This document and the information contained herein do
not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or
act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend
that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation
by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.
Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all
persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that
are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information
relating to the identity of the parties, their affiliates, agents or advisors.
This document is provided by Morgan Stanley & Co. LLC and/or certain of its
affiliates, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley & Co. Limited, Morgan Stanley Bank
International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co.,
Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch,
Morgan Stanley Canada Limited and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.
© Morgan Stanley and/or certain of its affiliates. All rights reserved. 61
Exhibit (c)(4)
Project Maple
Discussion
Materials
December 20, 2017
Project Maple_Discussion Materials_v9.pptx\19 DEC 2017\5:26 PM\2
Project Maple
Termination Fee Precedents
$5$20Bn Transactions Since 2013 All Industries
Termination &
Reverse Termination Fees Comparable Transactions (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value
($MM) Equity Value
Nov-2017 Cavium Marvell Technology $5,817 $180 3.1% $180 3.1% Antitrust Termination Fee Oct-2017 CalAtlantic Lennar $5,658 $179 3.2% $179 3.2% Sep-2017 Orbital ATK Northrop Grumman $7,748 $275 3.5%
Aug-2017 Kite Pharma Gilead Sciences $10,293 $356 3.5% Access Industries, CPP, Energy Aug-2017
Calpine Corporation $5,500 $142 2.6% $335 6.1% Capital Partners Jul-2017 Scripps Networks Discovery Communications $11,678 $356 3.0% $356 3.0%
Jul-2017 Worldpay Vantiv $9,820 -Jun-2017
Staples Sycamore Partners $6,695 $171 2.6% $343 5.1% Jun-2017 Rice Energy EQT $5,545 $255 4.6% $255 4.6% Jun-2017 Whole Foods Amazon.com $13,422 $400 3.0%-May-2017 Patheon Thermo Fisher $5,080 $203 4.0%-Apr-2017 Panera Bread JAB
$7,158 $215 3.0%-Mar-2017 Mobileye Intel $14,090 -Feb-2017 Mead Johnson
Reckitt Benckiser $16,625 $480 2.9% $480 2.9% Feb-2017 ONEOK Partners ONEOK $9,309 $300 3.2% $300 3.2% Jan-2017 VCA Mars $7,546 $275 3.6%
Dec-2016 Sky Twenty-First Century Fox $14,217 $252 1.8% Antitrust Termination Fee
Nov-2016 Harman International Samsung $7,806 $240 3.1% Brocade Communications Nov-2016
Broadcom $5,111 $195 3.8% Systems
Oct-2016 Hilton HNA $6,497 $500 7.7% $500 7.7% Antitrust Termination Fee
Oct-2016 B/E Aerospace Rockwell Collins $6,301 $200 3.2% $300 4.8%
Notes 2
1. Data sourced from Deal Point Data; excludes financial services and real estate
transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee unless specified
Project Maple
Termination
Fee Precedents (Contd)
$5$20Bn Transactions Since 2013 All Industries
Termination & Reverse Termination Fees Comparable Transactions (Contd) (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview
Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value ($MM) Equity Value
Sep-2016 Agrium Potash $13,073 $485 3.7% $485 3.7% Sep-2016 Hewlett Packard Micro Focus $6,586
$60 0.9% Aug-2016 Medivation Pfizer $13,523 $510 3.8%-Jul-2016 NetSuite Oracle $8,768 $300 3.4%
Jul-2016 Linear Technology Analog Devices $14,358 $490 3.4% $700 4.9% Antitrust Termination Fee
Jul-2016 WhiteWave Foods Company Danone $9,952 $310 3.1%-May-2016 Westar Energy Great Plains Energy $6,712 $190 2.8% $190
2.8% Antitrust Termination Fee May-2016 Hewlett Packard Computer Sciences $9,607 $275 2.9% May-2016 Technip FMC Technologies $6,773 $250 3.7% $250 3.7% May-2016 IMS Health Quintiles $8,748 $250 2.9% $250 2.9% Mar-2016 Markit HIS $5,503 $195 3.5% $272 4.9% Mar-2016 Valspar
Sherwin-Williams $8,937 $300 3.4%-Mar-2016 Columbia Pipeline TransCanada $10,196 $309
3.0%-Feb-2016 Ingram Micro Tianjin Tianhai $5,823 $120 2.1% $400 6.9% Antitrust Termination Fee Feb-2016 ADT Apollo $6,943
$228 3.3% $421 6.1% Feb-2016 Meda Mylan $7,160 -Feb-2016 ITC Fortis $6,889 $245 3.6% $280 4.1% Antitrust Termination
Fee Jan-2016 Tyco Johnson Controls $14,373 $500 3.5% $500 3.5% Jan-2016 Waste Connections Progressive Waste Solutions $5,975 $150 2.5% $105 1.8%
Dec-2015 Jarden Newell Rubbermaid $13,228 $385 2.9% $900 6.8% Financing Failure Termination Fee
Dec-2015 Keurig Green Mountain BDT Capital , LLC, JAB, Mondelez $13,701 $475 3.5%
Notes 3
1. Data sourced from Deal Point Data; excludes financial services and real estate
transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee unless specified
Project Maple
Termination
Fee Precedents (Contd)
$5$20Bn Transactions Since 2013 All Industries
Termination & Reverse Termination Fees Comparable Transactions (Contd) (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview
Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value ($MM) Equity Value
Nov-2015 Airgas Air Liquide $10,304 $400 3.9% $400 3.9% Antitrust Termination Fee Cable & Wireless
Nov-2015 Liberty Global $5,459 Communications Nov-2015 Starwood Hotels & Resorts Marriott $13,440 $450 3.3% $400 3.0%
Nov-2015 Targa Resources Partners Targa Resources Corp. $6,084 $97 1.6% $97 1.6%
Nov-2015 Dyax Shire $5,459 $180 3.3% $280 5.1% Antitrust Termination Fee Nov-2015 King Digital
Entertainment Activision Blizzard $5,680 -Oct-2015 SanDisk Western Digital $17,453 $553 3.2% $1,060 6.1% Antitrust Termination Fee
Sep-2015 Cablevision Systems Altice $9,649 $280 2.9% $560 5.8% Financing Failure Termination Fee
Sep-2015 Sirona Dental Systems DENTSPLY $5,434 $205 3.8% $280 5.2% $327MM Financing Failure /
Sep-2015 TECO Energy Emera $6,480 $213 3.3% $327 5.0% Antitrust Termination Fee Aug-2015 Cameron Schlumberger $12,709 $321 2.5%
Aug-2015 AGL The Southern Company $7,926 $201 2.5%
Jul-2015 Cytec Industries Solvay $5,377 $140 2.6%
Jul-2015 Receptos Celgene $7,321 $230 3.1% $400 5.5% Antitrust Termination Fee
Jul-2015 MarkWest Energy Partners MPLX $9,663 $625 6.5%-Jul-2015 Procter & Gamble Company Coty $9,600 $400
4.2% Jun-2015 Towers Watson Willis Group $8,894 $255 2.9% $255 2.9% Jun-2015 Delhaize Koninklijke Ahold $10,407 $169 1.6% $169 1.6%
Jun-2015 Qihoo 360 Technology Management Buyout $6,790 $225 3.3% $450 6.6% $100MM Antitrust Termination Fee
Jun-2015 Altera Intel $16,259 $500 3.1% $500 3.1% Antitrust Termination Fee May-2015 Omnicare CVS Health $9,494 $350 3.7%
Notes 4
1. Data sourced from Deal Point Data; excludes financial services and real estate
transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee unless specified
Project Maple
Termination
Fee Precedents (Contd)
$5$20Bn Transactions Since 2013 All Industries
Termination & Reverse Termination Fees Comparable Transactions (Contd) (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview
Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value ($MM) Equity Value
May-2015 Pall Danaher $13,565 $423 3.1%
May-2015 Synageva Alexion $8,394 $325 3.9%
Apr-2015 Alcatel-Lucent Nokia $15,949
$318 2.0% $424 2.7% Antitrust Termination Fee Apr-2015 Informatica CPP, Permira $5,335 $160 3.0% $320 6.0% Mar-2015 Pharmacyclics AbbVie $19,859 $680 3.4%
$600MM Financing Failure Mar-2015 Freescale Semiconductor NXP Semiconductors $11,074 $600 5.4% $600 5.4% Termination Fee /
$300MM
Antitrust Termination Fee Feb-2015 Salix Valeant $11,115 $456 4.1%-Feb-2015 Rexam Ball $6,839 -Feb-2015 Hospira Pfizer $15,228 $500 3.3%-Jan-2015 Regency Energy Energy Transfer $10,013 $450 4.5% $450 4.5% Jan-2015 MeadWestvaco Rock-Tenn $8,191 $230 2.8% $230 2.8%
Dec-2014 Talisman Energy Repsol $8,286 $270 3.3%-BC Partners, La Caisse de depot, Dec-2014 PetSmart $8,004 $255 3.2% $510 6.4% Longview, StepStone Dec-2014 Cubist Merck & Co. $7,782 $250 3.2%
Nov-2014 Covance Laboratory Corporation of America $5,943 $200 3.4% $305 5.1% Antitrust Termination Fee
Oct-2014 CareFusion Becton, Dickinson $11,766 $367 3.1%-Sep-2014 Athlon Encana $5,693 $59 1.0%-Sep-2014 Sigma-Aldrich Merck KGaA $16,656 $552 3.3% $934 5.6% Antitrust Termination Fee Sep-2014 Dresser-Rand Siemens $6,359 $200 3.1% $400 6.3% Antitrust
Termination Fee Sep-2014 Concur SAP SE $7,358 $265 3.6%
Notes 5
1. Data sourced from Deal Point Data; excludes financial services and real estate transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee unless specified
Project Maple
Termination
Fee Precedents (Contd)
$5$20Bn Transactions Since 2013 All Industries
Termination & Reverse Termination Fees Comparable Transactions (Contd) (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview
Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value ($MM) Equity Value
Sep-2014 TRW Automotive Holdings ZF Friedrichshafen $11,747 $450 3.8% $450 3.8% Antitrust Termination Fee
Aug-2014 Tim Hortons Burger King $11,388 $314 2.8% $455 4.0% Antitrust Termination Fee Aug-2014 InterMune Roche Holding $7,990 $266 3.3%-Aug-2014 Kinder Morgan Management Kinder Morgan $10,251 $311 3.0% $311 3.0% Jul-2014 Family Dollar Stores Dollar Tree $8,489 $305 3.6%-Jul-2014 Rockwood Holdings Albemarle $6,206 $180 2.9% $300 4.8% Jun-2014 MICROS Systems Oracle $5,088 $158 3.1%-Jun-2014 Integrys Energy Wisconsin Energy $5,715 $175 3.1% $175 3.1%
Jun-2014 tw telecom Level 3 Communications $5,636 $200 3.5% $450 8.0% Financing Failure Termination Fee Jun-2014 Access Midstream The Williams $5,995 -May-2014 The Hillshire Brands Tyson Foods $7,727 $261 3.4%-Apr-2014 Pepco
Exelon $6,827 $293 4.3% $180 2.6% Antitrust Termination Fee
Apr-2014 Questcor Mallinckrodt $5,215 $194 3.7% $131 2.5%
Cerberus, Kimco Realty, Klaff Realty,
Mar-2014 Safeway $8,394 $250 3.0% $400 4.8% Antitrust Termination Fee Lubert-Adler,
Schottenstein Stores Jan-2014 Beam Suntory $13,616 $383 2.8%
Dec-2013 LSI
Avago Technologies $6,076 $200 3.3% $400 6.6% Sep-2013 Molex Koch Industries $6,860 $232 3.4%-Jul-2013 Elan Perrigo $9,817
$169 1.7%
Notes 6
1. Data sourced from Deal Point Data; excludes
financial services and real estate transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee
unless specified
Project Maple
Termination
Fee Precedents (Contd)
$5$20Bn Transactions Since 2013 All Industries
Termination & Reverse Termination Fees Comparable Transactions (Contd) (1)
Since 2013; Aggregate Value $5.0Bn$20.0Bn
Transaction Overview
Termination Fees Reverse Termination Fees Announced Equity Value Fee % of Fee % of (2) Target Name Acquirer Name Comments Date ($MM) ($MM) Equity Value ($MM) Equity Value
Jun-2013 Onyx Amgen $9,092 $303 3.3%
May-2013 NV Energy Berkshire Hathaway $5,592 $170 3.0%
May-2013 Warner Chilcott
Actavis $5,036 $160 3.2% Bain Capital, GIC, Golden Gate May-2013 BMC Software $6,658 $210 3.2% $420 6.3% Capital, Insight Venture Apr-2013 Life Technologies
Thermo Fisher $12,949 $485 3.7%
Feb-2013 Virgin Media Liberty Global $12,893 $470 3.6% $470 3.6%
Average $9,040 $265 2.9% $213 2.5%
Median $8,004 $250 3.2% $179 2.7%
Average of Deals with AntiTrust / Financing Failure Termination Fees $9,379 $299 3.2% $444 4.9%
Median of Deals with AntiTrust / Financing Failure Termination Fees $7,321 $250 3.2% $400 5.0%
Notes 7
1. Data sourced from Deal Point Data; excludes financial services and real estate
transactions; excludes withdrawn transactions
2. Antitrust or Financing Failure Fee constitutes entire Reverse Termination Fee unless specified
Project Maple
Employment
Provisions
As Per Skadden, Arps, Slate, Meagher & Flom LLP
Precedent
Transaction Details Employment Agreements
Selected Biopharma Transaction
All
employees with a job level of vice president and above are eligible to participate in a Change in Control (CIC) and Severance Plan (Plan). The Plan
Gilead / Kite Conversion into an option to
Aug 2017 purchase acquirer stock provides for
double-trigger acceleration.
Takeda / Ariad Full acceleration and cash- The CIC Period. For the period 12 months following the CIC, if the Plan
participant is terminated for any reason other than cause, death or disability, or the Jan 2017 out Plan participant voluntarily resigns for good reason, the Plan participant is entitled to the following severance benefits (provided such benefits
are more Pfizer / Medivation Full acceleration and cash- favorable than the benefits the participant is eligible to receive under his or her employment agreement):
Aug 2016 out
CEO. The CEO is entitled to: (a) salary severance
for 24 months; (b) a bonus severance which is the greater of (i) 100% of pro-rated annual target bonus;
Pfizer /
Anacor Full acceleration and cash-
(ii) actual achievement as of date of termination; and (c) continued benefits for 24 months.
May 2016 out
Shire / Dyax Full acceleration and cash- Executive Officers. Other
executive officers are entitled to: (a) salary severance for 12 months; (b) greater of (i) 100% of pro-rated annual target bonus and Nov 2015 out (ii) actual achievement as of date of
termination; and (c) continued benefits for 12 months.
Celgene / Receptos Full acceleration and cash- Other Participants. All other participants are
entitled to: (a) salary severance for 9 months; (b) greater of (i) 100% of pro-rated annual target bonus and (ii)
July 2015 out actual achievement as of date of termination; and (c) continued benefits for 9 months.
Shire / NPS Full acceleration and cash- Outside the CIC Period. If outside the CIC period, the Plan participants employment is terminated for any reason other than cause,
death or disability, the
Jan 2015 out
Alexion / Synageva Full acceleration
and partial Plan participant is entitled to the following severance benefits (provided such benefits are more favorable than the benefits the participant is eligible to receive cash-out; remainder in under his
or her employment agreement):
May 2015 acquirer stock
Pfizer / Hospira Full
acceleration and cash- CEO. The CEO is entitled to: (a) salary severance for 12 months; (b) a bonus severance which is the greater of (i) 100% of pro-rated annual target bonus; Feb 2015 out
(ii) actual achievement as of date of termination; and (c) continued benefits for 12 months.
Merck / Cubist Full acceleration and cash-
Executive Officers. Other executive officers are entitled to: (a) salary severance for 12 months; (b) greater of (i) 100% of
pro-rated annual target bonus and Dec 2014 out (ii) actual achievement as of date of termination; and (c) continued benefits for 12 months.
Roche / Intermune Full acceleration and cash-
Aug 2014 out Other Participants. All
other participants are entitled to: (a) salary severance for 9 months; (b) greater of (i) 100% of pro-rated annual target bonus and (ii) Mallinckrodt / actual achievement as of date of
termination; and (c) continued benefits for 9 months.
Conversion into an option to
QuestCor purchase acquirer stock Equity Awards April 2014
Amgen / Onyx Full acceleration and
cash- The CIC Period. If the Plan participant is terminated for any reason other than cause, death or disability, or the Plan participant voluntarily resigns for good
June 2013 out
Celgene/Abraxis Full acceleration and cash- reason within 12 months following a
CIC, the Plan participant is entitled to 100% of unvested and outstanding equity awards.
June 2010 out Certain Single-Trigger Vesting. With respect to any unvested
equity award granted after November 4, 2015 that is held by a plan participant who remains a Celgene/ Pharmion Conversion into an option to service provider through the closing of the CIC, 25% of the unvested shares subject to such award will
become vested and exercisable immediately prior to the Nov 2007 purchase acquirer stock CIC. Further, if any unvested equity award is not assumed by the acquirer as part of the transaction, all unvested shares subject to such award will become
vested and exercisable immediately prior to the CIC.
Project Maple
Potentially
Interested Parties
Ordered by Equity Value (1)
Financial Metrics ($Bn) Top
Hematologic Cancer Companies Moodys Debt / Moodys / FD Equity Value Cash Ex-US cash 2017E P / E Products (2017 Revenue) EBITDA S&P Credit Rating
Darzalex ($1,237MM) 392.8 16.2 (3) 19.7x 1.6x Aaa / AAA
N/A Velcade ($1,106MM)
228.1 24.2 14.2 14.6x 2.3x A1 / AA Bosulif ($189MM)
Besponsa ($27MM)
157.2 11.5 N/A 17.7x 3.3x Baa2 / A- Imbruvica ($2,136MM)
Venclexta ($117MM)
154.6 23.4 19.9 14.3x 2.0x A1 / AA (2) Keytruda
($3,800MM)
129.5 41.4 38.9 13.9x 2.8x Baa1 / A Kyprolis ($819MM)
Blincyto ($170MM)
109.8 11.7 (4) 13.2x 2.3x A1 / AA Isatuximab
(N/A) N/A
103.0 9.6 9.4 20.8x 1.4x A2 / A+ Opdivo ($4,870MM)
Sprycel ($2,010MM)
89.6 11.8 9.0 15.2x 2.4x Baa2 / BBB+ Revlimid ($8,189MM)
Pomalyst ($1,611MM) 85.5 6.8 N/A 11.9x 3.8x A2 / A+ N/A
82.3 5.2 N/A 17.8x 3.9x
A3 / BBB+ N/A
Potential Addition
211.8 7.0 N/A 16.0x 1.4x A1 / AA
Rituxan ($7,490MM)
Gazyva ($302MM)
Notes
1. Financial metrics from latest company filings and Capital IQ as of 12/15/2017 9
2. Received
approval for Hodgkin Lymphoma in March 2017
3. Company does not disclose quarterly US/OUS cash breakout, but held 98.5% of cash in foreign subsidiaries as of
12/31/16
4. Company does not disclose quarterly US/OUS cash breakdown, but stated that as of 12/31/16 we held cash and cash equivalents amounting to
€10,273 million, substantially all of which were held in euros
Project Maple
Oak Credit
Analysis
Summary Credit Implications
Morgan Stanley analysis shows Oak
Credit Analysis
that Oak can raise ~$12Bn of Equity Impled Price Per Implied Credit
Value Share Premium(1) Aggregate Value (2) Debt Raised (3) Implications Details
new
debt without triggering a downgrade from current rating
of BBB+ / Baa2 $10,000 $80.46 80% $8,993.8 $7,335.3 HOLD Maintain BBB+ / Baa2
This equates to an acquisition of ~$14Bn equity value, a per share value of
$12,000
$96.06 115% $10,993.8 $9,355.3 HOLD Maintain BBB+ / Baa2
~$112
Oak would maintain tier-2 CP access
$14,000 $111.65 150% $12,993.8 $11,375.3 HOLD Maintain BBB+ / Baa2
Oak management publically expressed an ability to raise $14.5Bn debt, resulting in a
total purchasing power of Possible Likely S&P downgrade to BBB $16,000 $127.24 185% $14,993.8 $13,395.3 Downgrade Maintain Moodys Baa2
$17Bn inclusive of $2.5Bn US cash, without triggering a downgrade
Likely
$18,000 $158.43 255% $18,993.8 $17,435.3 Likely downgrade to BBB / Baa3 Downgrade
Notes
1. Based on $44.46 stock price as of 12/15/2017 close
2. Agg. Value inclusive of $119.5MM
Debt, Contingent Consideration and Success Payment Liabilities, as well as $70MM JW Stake and $1,056MM Cash and Cash Equivalents 10
3. Transaction assumptions
include the use of $1.7Bn Oak US cash, $1.1Bn Maple cash. Debt issued for remaining transaction value. Projections based on Wall Street Research
Project Maple
Appendix A
Additional Material
Project Maple
ADDITIONAL
MATERIAL
Maple Valuation Matrix
As of December 15, 2017
Valuation Matrix $MM, unless otherwise noted
Premium / Discount to:
Median Price Equity Offer Price Current Day of Offer(1) 30-Day VWAP 52 Wk-High (2) Target Value
$44.68 $44.17 $51.93 $55.50 $62.85
$80.00 79% 81% 54% 44% 27% $9,941 $86.00 92% 95% 66% 55% 37% $10,710 $90.00 101% 104% 73% 62% 43% $11,223 $95.00 113% 115% 83%
71% 51% $11,865 $100.00 124% 126% 93% 80% 59% $12,506 $105.00 135% 138% 102% 89% 67% $13,147 $110.00 146% 149% 112% 98% 75% $13,789
Notes
1. Assumes 12/14/17 as Day of Offer
2. Assumes 113.55MM basic shares outstanding per latest
information provided by Company; Equity Value calculated based on 11.19MM options and 3.53MM additional dilutive 12 securities, using Treasury Stock Method
Project Maple
ADDITIONAL
MATERIAL
Maple Share Price Performance
Last Six Months
The CAR-T sector has been active Share Price Performance with a number of recent catalysts, Last Six Months; Re-Based to Maple Share Price
including: Share Price (USD) Vol. (MM)
9 Dec 2017: Maple and
The ASH conference, including 70 Oak release data on 20
JCAR017 at ASH in updated data from the patients with DLBCL and TRANSCEND study of r/r aggressive B-Cell NHL
JCAR017
60
FDA approval of the first CAR-T 30 Aug 2017: FDA 1 Nov 2017:
cell therapy, Kymriah, a Novartis approval of Novartis CAR- Announcement of
15
asset T cell therapy, Kymriah, upcoming ASH the first FDA approval for a presentations, 3Q
FDA approval of Gileads lead CAR-T cell therapy financials and 10 Dec 2017: BLUE (with 50 corporate update
Oak) announce updated
CAR-T product, Axi-Cel results from ph.1 bb2121
BCMA program; BLUE
The announcement of Gileads also announces data from 98%
acquisition of Kite Pharma other gene therapy
17 June 2017: Maple
28 Aug
2017: programs
40 presented 10 Announcement of TRANSCEND NHL
Gilead
acquisition
001 trial data at 66% of Kite Pharma for Malignant Lymphoma $11.9Bn Conference (Lugano)
Share Price Performance
Share 30 Price Date
Current 44.68 15-Dec-17 5
9% High (since IPO) 68.36 05-Jun-15
20 (9%) Low (since IPO) 17.86 13-Dec-16
Volume Weighted Average Price
Share Prem. / (disc.) to 10 0
Price current Jun-17 Aug-17 Oct-17 Dec-17
Last 30 Days 51.93 16.2%
(1)
Last 60 Days 51.90 Volume Maple Oak Bluebird Bio NBI
16.2%
Last 90 Days 49.63 11.1% Source Capital IQ as of 15 Dec 2017
Notes 13
1. NASDAQ Biotechnology Index
Project Maple
ADDITIONAL
MATERIAL
Precedent Share Price Movement Prior to Offer Period
Last Six Month
Share Price Performance(1)
Maple(2) Maple L6M Performance
1 Nov 2017:
Announcement of 9 Dec 2017: Maple and Oak
Share Price (USD) Share Price (USD) 30 Aug 2017: FDA approval of Vol. (MM)
17 June 2017: Maple upcoming ASH presentations, 3Q release data on JCAR017 at ASH
70
presented TRANSCEND 28 Aug 2017: Novartis CAR-T cell therapy, financials and corporate update 20 Current 44.68 60 NHL 001 trial data at Announcement of Gilead Kymriah, the first FDA approval Malignant Lymphoma
acquisition of Kite for a CAR-T cell therapy 15
30 Day VWAP 51.93 50
Conference (Lugano) Pharma for $11.9Bn 98%
60 Day VWAP 51.90 40 10 30 5
An offer of $86/share would imply 20 a 92% premium to the current 10 0 share price Jun-17
Jul-17 Aug-17 Oct-17 Nov-17 Dec-17 Volume Maple
share price
28 Aug 2017:
Definitive agreement
Gilead / Kite(3) Kite L6M Performance Prior to Definitive Agreement
7-8 Aug 2017: Initiation of Axi-Cel for Gilead to acquire $180.00 / share Share Price (USD) Kite Pharma at Vol. (MM)
8 May 2017: 1Q results and corporate 6-7 June 2017: ASCO presentation CAR-T program in Europe.
Submission
Offer Price $180.00/share $11.9Bn 180 update incl. Axi-Cel BLA submission, reporting 73% CR in Ph. I ZUMA-3 of IND application for KITE-585, Anti- 20 (4) other candidates in clinical studies and trial, no dose limiting toxicities, ph. II BCMA
CAR-T Therapy Candidate for 151%
Premium to Current 29% follow-on
offering initiation planned for 2017. Multiple Myeloma 15 Premium to 30 Day VWAP 50% Announcement of participation in two Premium to 60 Day VWAP 82% 120 upcoming investor conferences (June) 10
5
60 0 Feb-17
Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Volume Kite share price
21 Nov
4 Nov
2011: Initiation of
2011:
Gilead / Pharmasset(3) Pharmasset L6M Performance
Prior to Definitive Agreement interferon-free ph. 3 program
30 Sep 2011: Definitive with PSI-7977 for HCV
Share Price (USD) Release of 4 agreement Vol. (MM) $137.00 / share 6 Sep 2011:
Offer Price
submitted abstracts for Gilead to $11.1Bn 140 Announcement of 21 Oct 2011: Positive data 30 by AASLD acquire sustained virologic from Abbott: 90% SVR rate
Premium
to Current 89%(5) 8 June 2011: Announcement of 3 161% summarizing new Pharmasset response results from without a nucleotide in the 115 additional arms to ELECTRON trial
4 Aug 2011: Presentation of data on PSI-7977 at $137.00 /
Premium to 30 Day VWAP 93% ph.IIb PROTON study combination 20 of PSI-7977 new data on PSI-7977 at
share (PSI-7977)
Premium to 60 Day VWAP 85% 90 AASLD
10 65
40 0 May-11
Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Volume Pharmasset share price
Notes
1. Date range represents 6-month period prior to current (Maple) or announcement of definitive agreement (Kite, Pharmasset)
2. Share price as of 12/15/2017
3. Information from 14D9 schedule and
transaction press releases
4. Last trading day prior to merger agreement 14
5. Share price as of 18 November close
Project Maple ADDITIONAL MATERIAL
3Q17 Was Challenging For Large Cap Biotech
Key Recent Events
Relative Price Performance (1)
A 9/8/2017: Incyte announces Since 9/4/2017 public
offering of 4.9MM shares;
Price Indexed to 100
presents ECHO-202 120 epacadostat data B 10/18/2017: Gilead announces approval of Yescarta (Kite)
C 10/19/2017: Celgene
discontinues development of GED-0301 (mongersen)
D
D 10/24/2017: Biogen announces 100
+3%
3Q earnings; weak Spinraza US A C sales and misses in core MS B E
(5%) NBI
franchise F
E (9%)
10/26/2017: Gilead announces
3Q earnings; HIV strength but (11%) concerns over HCV
competition G and revised guidance
80
10/26/2017: Alexion announces
(21%)
F
3Q earnings that missed
top-line (23%) estimates by Soliris FX (22%) headwinds and ALXN1210 trial (30%) enrollment G 10/26/2017: Celgene announces 3Q earnings and lower 2017 and 60
2020 guidance (GED0301 9/4/17 9/17/17 9/30/17 10/13/17 10/26/17 11/8/17 11/21/17 12/15/2017 discontinuation, Abraxane and INCY CELG GILD BIIB NBI ALXN VRTX REGN A Annotations
Otezla commercial weakness; Source Capital IQ Ozanimod UC data delayed 1 year)
Note
1. Market data as of 12/15/2017 15
Project Maple
Disclaimer
We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision,
contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this
document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of
this document, please delete and destroy all copies immediately.
We have prepared this document and the analyses contained in it based, in part, on certain
assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or
necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their
respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or
any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees
and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any
representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates,
prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no
obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.
This
document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or
arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting
or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any
form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.
Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without
limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided
relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the
identity of the parties, their affiliates, agents or advisors.
This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or
other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank
AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte.,
Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction
regarding this document or any of the information contained herein.
© Morgan Stanley and/or certain of its affiliates. All rights reserved. 16 11 8
Timing
Thursday, January
4th, 2018 9:00 AM PST Sunday, January 7th, 2018 Tuesday, December 19th, 2017 Wednesday, December 20th, 2017 Saturday, January 6th, 2018 5:00 PM PST Friday, December 29th, 2017 9:00 AM PST Sunday, January 7th, 2018 12:00 PM PST Proposed Project Maple
Calendar Project Maple Project Maple_Calendar_2017.12.19.pptx\19 DEC 2017\5:25 PM\1 Commentary 1 Discussion regarding revised management forecasts and updated preliminary valuation review Announcement to occur as soon as practicable on Sunday
post-signing Electronic / telephonic Q&A ongoing through week of December 25th, 2017 Process update Evaluation of Oak proposal and determination of appropriate messaging / path forward Process update Approve transaction (if appropriate) Key
Milestone Telephonic Special Committee Meeting Signing & Transaction Announcement (if appropriate) Virtual Data Room Opened Telephonic Special Committee Meeting In-Person Special Committee Meeting (Skadden, Palo Alto) Telephonic Special
Committee Meeting (Optional) Telephonic Full Board Meeting 1 6 2 3 5 7 8 Tuesday, January 2nd, 2018 Oak travels to Maples production facility for site visit Oaks Site Visit 4
Exhibit (c)(5)
Project Maple
Discussion
Materials
January 2, 2018
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\2 Project Maple Table of Contents Section 1 Market Update Section 2 Review of Maple Management Forecasts Section 3 Preliminary Financial Analysis Appendix A PoS Adjusted Financials Appendix B Non-PoS Adjusted Financials Appendix C Assumptions Details Appendix D Financial Analysis Reference Materials 2
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\3 Project Maple Discussion Objectives 1 Brief public market update 2 Review updated Maple management forecast and assumptions 3 Discuss updated standalone financial analysis 3
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\4
Project Maple
Section 1
Market Update
4
Project Maple MARKET UPDATE Biopharma Market Environment Last Three Months Share Price Performance Last Three Months; Re-based to 100 110 Dec 22: Late October: Nov 7: Tax Bill Large Cap Previous Signed Biopharma Maple release 3Q Board 6% 105 Earnings Discussion 100 (0%) (4%) 95 100 90 (11%) Share Price Performance Since L12M L6M L3M Nov. 7 85 NBI (1) 20% 3% (4%) 2% (2) NBI Large Cap 4% (1%) (11%) 0% (3) XBI 45% 10% (0%) 3% 80 9/29 10/7 10/15 10/23 10/31 11/8 11/16 11/24 12/2 12/10 12/18 12/29 S&P 500 19% 10% 6% 3% (1) (2) (3) NBI NBI Large Cap XBI S&P 500 Source Capital IQ as of December 29, 2017 Notes 1. NASDAQ Biotechnology Index (market capitalization weighted index) 2. NBI Large Cap Biotech includes Amgen, Biogen, Oak, Gilead (market capitalization weighted index) 5 3. Total biotech index (equal weighted index)
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\6 Project Maple MARKET UPDATE The ASH conference (December Maple Share Price Performance 9-12) featured several notable data Last 3 Months releases which created volatility in the CAR-T sector: Maple (with Oak) presented Share Price Performance updated data from the Phase I Last 3 Months; Re-Based to Maple Share Price JCAR017 TRANSCEND study in Share Price (USD) Vol. (MM) r/r aggressive B-cell NHL 75 20 bluebird bio (with Oak) released data on its BCMA CAR-T 70 9 Dec 2017: Maple and 18 Oak release data on program and other gene therapy JCAR017 at ASH in programs, resulting in a market patients with DLBCL and 65 r/r aggressive B-Cell NHL 16 capitalization increase to $8Bn+ 7 Nov 2017: Previous Gilead/Kite announced long- Maple Board discussion term data on its pivotal ZUMA-1 60 14 study of Yescarta showing 30% ORRs/CRs of 42%/40% for 55 14 Dec 2017: Oak 12 subjects at 15 months verbal non-binding IOI of $86/share 1 Nov 2017: ASH received Maple Market Stats 50 Conference abstracts for 10 Dec 2017: bluebird bio (with 10 JCAR017 released Oak) announce updated results ($MM) except per Share data from ph.1 bb2121 BCMA 45 program; bluebird bio also 8 2% announces data from other gene therapy programs (4%) Share Price (1) $45.71 40 6 BSO (2) 114.3 FDSO (2) 121.9 35 4 Market Cap 5,573 (28%) Cash & Cash Equiv. (3) (1,055.7) 30 2 JW Stake (4) (70.0) Debt (5) 10.0 25 0 29-Sep-17 11-Oct-17 23-Oct-17 2-Nov-17 14-Nov-17 24-Nov-17 6-Dec-17 18-Dec-17 29-Dec-17 Success Payments (6) 84.6 Maple Volume Maple Price Oak Bluebird Bio NBI (8) Contingent Considerations (7) 24.9 Source Capital IQ as of December 29, 2017 Aggregate Value 4,567 Notes 1. Closing price as of 12/29/17 per Capital IQ 2. As provided by Maple management; represents basic shares outstanding as of 12/18/2017; dilution calculated via the treasury stock method 3. Per Maple 3Q 2017 10Q; includes cash and cash equivalents as well as short and long-term marketable securities 4. Represents equity stake in JW Therapeutics (Shanghai); $70MM book value based on anti-dilution rights of 35% and $200MM series A valuation; per Maple management instruction 5. Per Maple 3Q 2017 10Q 6. Book values of FHCRC and MSK success payments as reported in Maple 3Q 2017 10Q 6 7. The fair value of obligations from previous business combinations; per Maple 3Q 2017 10Q 8. NASDAQ Biotechnology Index
Project Maple MARKET UPDATE Sell-Side Research Perspectives Updates Since November 7th Board Meeting and ASH Conference Wall Street research has Maple Sell Side Research Perspectives maintained its price target on Current Price â^ since Broker Rating Research Commentary Post-ASH Maple since the previous Board Target (USD) Nov-7 meeting Recent weakness in Maples stock driven by 3 reasons: (1) Reduced M&A speculation following relative strength in BLUE CAR-T data vs. Maples update at ASH, (2) YE profit taking on the lack of immediate SunTrust $65.00 Buy Median price target has catalysts for Maple, coupled with data that added some caution around efficacy, (3) Concern of falling RR from 3 to 6 mo we expect mature NHL data in 1H18 to show clear differentiation in safety and efficacy remained at $55.50 since While CR rates at 6 mo are strong, Grade 3/4 CRS across all doses was 1%...It is thought perhaps that November 7 Board meeting Guggenheim $55.00 Buy - using 41BB as a co-stimulatory signaling domain and controlling for CD4:CD8 may improve outcomes, especially AEs Recent post-ASH commentary Notably, Maple presented new data showing that responses were achieved across high, medium, and low focused on common themes: Leerink $56.00 Buy - tumor burden lymphoma patients, refuting the notion that the strong efficacy achieved in TRANSCEND could have been the result of cherry-picking easy patients JCAR017 maintained best-in- While the RRs were positive, we believe the expectation was that we would see more data and in more patients JCAR017 has also demonstrated low rates of all grade CRS and NT, opening up possibility of use Maxim $56.00 Buy -class attributes in the O/P setting, an advantage over both Yescarta and Kymriah Maple now has the best value in the Safety profile opens up space Mgt. remains focused on both efficacy and safety differentiation for JCAR017; however, efficacy remains the Morgan Stanley $43.00 Hold -attractive outpatient key debate for investors. We believe pivotal data in 2018 is necessary to shift the debate opportunity Ultimately, the Yescarta data does not change our best-in-class outlook of JCAR017, noting its higher OR Wedbush $64.00 Buy -and CR rates and lower incidences of Gr 3 or higher CRS and NT Questions around 3 to 6 month CR rate trend With TRANSCEND study subset suggesting sensitivity of safety and efficacy to baseline tumor volume and Downgrade to inflammatory status, and with unexpected decline in response durability from 3 to 6 mo, we believe the (1) (1) Wells Fargo $54.00 Hold Market magnitude of benefit over Yescarta and ability to draw cross-trial comparisons could be challenged in future Pivotal data in 2018 key to Perform analysis. O/P treatment could be a key differentiator in the CD19 CAR-T category; however, at current validating core dataset valuation we would take a wait-and-see approach to trial execution and timelines Raymond James $61.00 Buy - No update We see clear differentiation of JCAR017 compared to competitor products based on the impressive safety Cowen $60.00 Buy -profile reported so far We expect the ongoing pivotal trial to reproduce the Phase I data 6-month CR rate for JCAR017 maintains superiority to Kymriah and Yescarta That said, the n=14 dataset BTIGHold -for JCAR017 is limited relative to the pivotal datasets for Kymriah and Yescarta Barclays $55.00 Buy - No update With the usual caveats of cross-trial comparisons, liso-cel continues to have a best-in-class safety profile. J.P. Morgan $50.00 Hold - On efficacy, it appears numerically better than competitors, but it is unclear whether this difference will be maintained in pivotal trials in patients with similar baseline characteristics Median $55.50 Premium to (2) 21% Current Notes 1. On December 11, Wells Fargo increased its price target to $66.00 (from December 3rd target of $54.00) while maintaining an outperform rating. On December 12, Wells Fargo reverted to the December 3rd $54.00 price target while adjusting rating from outperform to market perform 7 2. Current share price as of as of December 29, 2017
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\8
Project Maple
Section 2
Review of Maple Management Forecasts
8
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\9 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Key Changes Since November 7th Meeting Per Maple Management; See Appendix C for Further Details Other than those changes As discussed at the November 7th Board meeting, Maple management has prepared 3 commercial specifically identified, no other scenarios for the existing clinical portfolio changes have been made to the Maple forecast or the financial As of result of recent regulatory feedback, legislative changes, competitors launches, and new data analysis methodology discussed at releases, Maple management has refined its view on the commercial forecasts the November 7 Board meeting Please see Appendix C for a detailed comparison of changes from forecasts discussed at the Management continues to view the th November 7 Board meeting Base Case as the most likely outcome Key changes to the Base Case prepared by Maple management include: Bridge to Nov-7 Base Case: (1) CAR-T launch dates delayed by 1-2 quarters for 2L TNE DLBCL, 3L CLL, and 2L CLL Tax: +$6.25 / share 2L CLL CAR-T penetration reduced from 60% to 40% WACC: +$1.25 / share Forecast: ($4.25) / share 3L DLBCL CAR-T ramp increased from 2.5 years to 4 years Total: +$3.00 / share 2L TNE DLBCL CAR-T ramp decreased from 2.5 years to 2 years JCAR-017 launch dates delayed by 1-2 quarters for 3L CLL and 2L CLL 3L DLBCL JCAR-017 peak market share reduced from 55% to 50% 3L DLBCL JCAR-017 ramp increased from 2 years to 3 years 1L MM JCARH125 PoS increased from 10% to 15% Additionally, the preliminary financial analysis performed has been updated to reflect changes in the US tax code as well as updated market data inputs Effective tax rate decreased from 31% to 23% per Maple management guidance NOLs created before 12/31/17 allowed to offset 100% of future EBT while NOLs created post 12/31/17 allowed to offset up to 80% of future EBT WACC range updated to 13.1% 15.1% from 13.3% 15.3% Note 9 1. Rounded to nearest $0.25; estimated values shown for illustrative purposes only; assumes midpoint WACC; Oak 1st Acquisition Right exercised
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\10 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Probability of Success Assumptions Per Maple Management; See Appendix C for Further Details PoS assumptions as provided by Nov-7 Current Delta Maple management JCAR017 PoS assumptions are the same 3L DLBCL 90% 90% -across base, upside, and 2L TNE 90% 90%downside cases 2L TE 60% 60%Drugs by Indication Number of Lines 1L DLBCL 10% 10%Base Downside Upside 3L CLL 70% 70%JCAR017 2L CLL 50% 50%NHL 4 4 4 CLL 2 2 2 Adult ALL 75% 75% -ALL 2 2 2 Ped ALL 75% 75%JCARH125 JCARH125 MM (1) 3 2 3 4L+ MM 55% 55%JCAR024 (ROR-1) NSCLC 3 3 3 2L MM 40% 40%(1) TNBC 3 3 3 1L MM 10% 15% +5% JCAR020 (MUC-16) Pipeline Ovarian 3 3 3 JCAR024 (ROR-1) 10% 10%JTCR016 (WT-1) AML 3 3 3 JCAR020 (MUC-16) 10% 10% -NSCLC 3 3 3 JTCR016 (WT-1) 10% 10%LeY LeY 10% 10%NSCLC 3 3 3 JTCR018 (HPV) JTCR018 (HPV) 10% 10%NSCLC 3 3 3 Cervical 3 3 3 Note 10 1. The downside case assumes a 0% market share in JCARH125 1L indication; certain pre-commercialization R&D expenses included and PoS adjusted at 15%
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\11 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Forecast Changes Since November 7 Meeting Base Case PoS Adjusted Net Sales Per Maple Management Base Case: PoS Adjusted Net Sales November 7 $Bn 10.0 7.8 8.1 7.1 7.4 8.0 6.8 6.4 1.3 6.1 1.2 1.2 5.6 1.2 0.1 0.2 6.0 5.1 1.0 1.1 0.1 4.6 0.8 0.1 0.1 1.9 0.6 0.2 1.7 1.8 4.1 0.4 0.2 1.6 3.6 0.2 1.5 1.6 4.0 3.0 1.4 1.5 1.2 1.3 2.5 1.8 4.4 4.6 4.8 2.0 1.0 3.6 3.8 4.0 4.2 3.1 3.2 3.4 0.0 0.2 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Base Case: PoS Adjusted Net Sales Current $Bn 10.0 7.7 8.0 8.0 7.0 7.3 6.4 6.7 1.3 6.0 1.2 1.2 5.5 1.2 0.1 0.1 6.0 5.0 1.0 1.1 0.1 4.5 0.8 0.1 0.1 2.0 3.9 0.6 0.2 0.1 1.8 1.9 3.5 0.4 1.7 1.8 4.0 0.2 1.6 1.6 2.9 1.4 1.5 2.4 1.2 1.7 4.6 2.0 3.8 4.0 4.2 4.4 0.7 3.1 3.3 3.4 3.6 0.2 2.4 2.6 2.9 0.0 1.9 2.2 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Base Case: PoS Adjusted Net Sales Delta between November 7 and Current $Bn 0.3 0.2 JCAR017 (1) 0.1 JCARH125 0.0 (0.0) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Royalties & Other (2) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.2) (0.1) (0.1) (0.1) (0.1) Pipeline (0.3) (0.2) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Notes 11 1. Includes royalty revenue associated with JCAR017 2. Includes royalty revenue from 4-1BB and CD-28 royalties
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\11 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Maple Forecast Summary PoS Adjusted Net Sales by Indication Per Maple Management Base Case: PoS Adjusted Net Sales Launch Price Assumptions (1) $Bn ($K) 10.0 7.7 8.0 8.0 7.0 7.3 US Ex-US 6.7 6.0 6.4 1.2 1.2 1.3 0.1 5.5 1.1 1.2 0.1 6.0 5.0 1.0 0.1 0.1 4.5 0.8 0.1 0.1 1.9 2.0 JCAR017 $320 $270 3.9 0.6 0.2 1.8 3.5 0.4 1.7 1.8 4.0 0.2 1.6 1.6 2.9 1.4 1.5 2.4 1.2 JCARH125 $330 $270 1.7 4.6 2.0 3.8 4.0 4.2 4.4 0.7 2.9 3.1 3.3 3.4 3.6 0.0 0.2 2.2 2.4 2.6 1.9 Pipeline $192 $162 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Downside Case: PoS Adjusted Net Sales $Bn 5.0 Peak PoS Adj. SalesChange (2) ($Bn) 4.0 3.5 3.6 3.2 3.3 2.9 3.0 0.4 2.7 0.3 0.4 0.2 Case Nov-7 Current Delta (%) 3.0 2.4 2.5 0.3 0.1 0.2 2.2 0.3 0.3 0.1 0.8 2.0 0.2 0.2 0.1 0.1 0.7 0.7 1.8 0.1 0.2 0.7 1.5 0.1 0.6 0.6 2.0 0.6 0.6 Base $8.1 $8.0 (1.4%) 1.2 0.8 2.3 1.0 1.9 2.0 2.1 2.2 0.3 1.6 1.6 1.7 1.8 Downside $3.7 $3.6 (2.3%) 0.1 1.2 1.3 1.4 1.5 0.0 1.0 0.0 Upside $14.1 $14.2 +0.7% 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales $Bn 16.0 14.2 13.0 13.6 11.9 12.4 11.0 11.4 3.0 12.0 10.0 10.5 2.8 2.9 2.7 0.1 0.1 JCAR017 (3) 9.0 2.5 2.6 0.1 7.5 2.4 2.4 0.1 0.1 3.6 2.2 0.1 0.1 3.4 3.5 8.0 6.0 1.8 0.1 0.1 3.1 3.2 2.9 3.0 JCARH125 4.7 2.7 2.8 2.4 3.6 (4) 4.0 2.6 7.5 Royalties & Other 6.1 6.4 6.7 7.1 1.3 4.7 5.0 5.3 5.5 5.8 0.0 0.3 Pipeline 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Notes 1. Depicts Launch Price Assumptions in the base case 2. Change vs. Peak PoS Adjusted Sales figures shown at November 7 Board meeting 12 3. Includes royalty revenue associated with JCAR017 4. Includes royalty revenue from 4-1BB and CD-28 royalties
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\12 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS JCAR017 Forecast Summary PoS Adjusted Net Sales by Indication Per Maple Management Peak PoS Adjusted SalesChange (2) Base Case: PoS Adjusted Net Sales (1) ($Bn) $Bn 6.0 Nov-7 Current Delta (%) 5.0 4.2 4.4 4.6 NHL $3.8 $3.6 (3.1%) 3.8 4.0 0.2 3.6 0.2 4.0 3.3 3.4 0.2 0.2 0.8 3.1 0.2 0.7 0.8 CLL $0.9 $0.8 (10.7%) 2.9 0.1 0.2 0.7 2.6 0.6 0.7 3.0 2.2 2.4 0.6 0.6 1.9 0.5 0.5 ALL $0.2 $0.22.0 1.4 3.6 3.1 3.3 3.5 2.7 2.8 3.0 Total Base $4.8 $4.6 (4.4%) 0.7 2.3 2.4 2.6 1.0 1.7 1.8 2.0 0.1 1.2 1.6 NHL $1.8 $1.80.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 CLL $0.6 $0.5 (14.5%) Downside Case: PoS Adjusted Net Sales (1) ALL $0.1 $0.1 -$Bn Total Downside $2.4 $2.3 (3.4%) 3.0 NHL $5.3 $5.3 - 2.2 2.3 2.5 2.1 0.1 1.9 2.0 1.8 0.1 CLL $2.0 $1.8 (8.4%) 2.0 1.7 0.1 0.5 1.6 1.6 0.1 0.1 0.5 1.5 0.1 0.4 0.4 1.4 0.0 0.1 0.4 1.5 1.2 1.3 0.0 0.4 0.4 ALL $0.4 $0.40.0 0.3 0.3 1.0 0.3 0.3 0.3 1.0 0.7 0.2 Total Upside $7.6 $7.5 (2.2%) 1.6 1.7 1.8 1.4 1.5 1.5 0.3 1.2 1.3 1.3 0.5 1.0 1.0 1.1 0.0 0.8 0.9 0.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales (1) ALL (3) $Bn (4) JCAR017 10.0 CLL 7.1 7.5 8.0 6.7 NHL (5) 6.1 6.4 0.4 5.8 0.3 5.3 5.5 0.3 0.3 6.0 5.0 0.3 1.7 1.8 4.7 0.3 0.3 1.6 4.3 0.3 1.5 1.5 3.9 0.3 0.3 1.3 1.4 3.5 1.2 1.2 Notes 4.0 2.9 1.1 2.2 1.1 1. Includes royalty revenue associated with JCAR017 (ex- US) 1.2 4.6 4.8 5.0 5.3 2.0 3.7 3.9 4.1 4.3 2. Change vs. Peak PoS Adjusted Sales figures shown at 3.0 3.4 3.5 November 7 Board meeting 0.3 2.4 2.5 2.7 3. ALL includes adult and pediatric ALL 0.0 4. CLL includes 3L and 2L CLL 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 5. NHL includes 3L DLBCL, 2L TNE, 2L TE, and 1L DLBCL 13
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\13 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS JCARH125 Forecast Summary PoS Adjusted Net Sales by Line Treatment Per Maple Management Peak PoS Adjusted SalesChange (1) Base Case: PoS Adjusted Net Sales ($Bn) $Bn 3.0 Nov-7 Current Delta (%) 2.5 2.0 4L+ MM $0.7 $0.7 - 1.8 1.9 2.0 1.7 1.8 1.6 1.6 1.5 0.3 0.3 2L MM $1.0 $1.0 - 1.4 0.3 0.3 1.5 1.2 0.3 0.3 1.1 0.3 0.3 0.9 0.2 1L MM $0.2 $0.3 +50.0% 0.1 0.9 1.0 1.0 0.8 0.9 0.9 0.6 0.7 0.8 0.8 0.7 0.7 0.7 0.3 0.5 Total Base $1.9 $2.0 +6.2% 0.5 0.1 0.6 0.7 0.0 0.4 0.4 0.5 0.5 0.5 0.5 0.5 0.6 0.6 0.6 0.4 4L+ MM $0.4 $0.40.0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2L MM $0.4 $0.4Downside Case: PoS Adjusted Net Sales 1L MM -$Bn Total Downside $0.8 $0.81.0 4L+ MM $1.2 $1.2No 1L MM 0.8 0.8 0.7 0.7 Indication 0.6 0.7 0.6 0.6 2L MM $1.7 $1.7 - 0.6 0.6 0.6 0.5 0.5 0.4 0.4 0.4 0.4 1L MM $0.5 $0.8 +50.0% 0.3 0.4 0.3 0.3 0.3 0.4 0.3 0.3 0.3 Total Upside $3.4 $3.6 +8.1% 0.2 0.1 0.1 0.3 0.3 0.3 0.3 0.3 0.4 0.2 0.2 0.2 0.3 0.3 0.3 0.0 0.1 0.2 0.0 0.1 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Upside Case: PoS Adjusted Net Sales $Bn 5.0 4.0 3.5 3.6 3.2 3.4 1L MM 3.0 3.1 2.8 2.9 0.8 3.0 2.7 0.8 0.8 2.4 0.7 0.7 2L MM JCARH125 2.0 0.6 0.7 0.7 0.4 0.6 2.0 1.7 1.7 1.5 1.5 1.6 1.1 1.3 1.4 1.4 4L+ MM 1.2 1.2 1.3 1.0 0.6 0.2 1.2 0.0 0.8 0.8 0.9 0.9 0.9 1.0 1.0 1.0 1.1 1.1 Notes 0.0 1. Change vs. Peak PoS Adjusted Sales figures shown at 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 November 7 Board meeting 14
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\14 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Benchmarking: Top Drugs By Mature Market Sales Top 10 Drugs by 2020 Sales vs Maple 2035 PoS Adjusted Sales Top Ten Drug Sales 2020 Estimates(1) Maple Drug Sales 2035 Estimates 2020E Sales 2035 Estimates ($Bn) ($Bn) 25 25.0 21.0 20 20.0 15 15.0 11.8 10.5 9.7 10 10.0 1.2 8.2 8.0 7.9 7.8 7.3 6.6 6.2 3.9 5.8 5 5.0 3.6 3.3 2.0 4.7 0.8 0 0.0 Humira Roche Xarelto Eliquis Imbruvica (2) (2) JCAR017 JCARH125 Revlimid CD20 Keytruda Opdivo Eylea Enbrel (PoS Adjusted) (PoS Adjusted) Franchise Non-Oncology Drug Oncology Drug Rituxan Ocrevus Gazyva Base Case Downside Case Upside Case Source Evaluate Pharma as of December 2017 Source Maple management Notes 1. Sales figure includes total WW revenue attributable to all companies booking revenue from direct sales 2. Worldwide sales shown (i.e. includes OUS sales from OUS jurisdictions that have been licensed to Oak or other 3rd parties) 15
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\15 Project Maple REVIEW OF MAPLE MANAGEMENT FORECASTS Platform R&D Overview Illustrative Economic Contribution Analysis (1) Platform R&D Overview Platform R&D represents future R&D spending related to not yet named product candidates Platform R&D return is assumed to be equal to WACC + 5% on a post-tax basis Assumes that platform R&D spend begins generating returns in the year after spend (i.e. no return on spend in same calendar year) No return from platform R&D until 2023 Forecasted platform R&D spend and associated return is stable across commercial forecasts (only sensitivity is assumed WACC) For modeling purposes, platform R&D spend is examined and valued separately from the value derived from identified product candidates, including JCAR017, JCARH125, and pipeline product candidates Platform R&DIllustrative Economics $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Return on R&D Spend: Platform R&D Spend (78) (42) (104) (112) (169) (225) (465) (545) (945) (945) (945) (945) (945) (945) (945) (945) (945) (945) Cumulative R&D Spend (78) (120) (223) (335) (504) (729) (1,195) (1,740) (2,686) (3,631) (4,576) (5,522) (6,467) (7,413) (8,358) (9,303) (10,249) (11,194) Post Tax Return (2) 96 139 228 332 512 692 872 1,052 1,232 1,412 1,593 1,773 1,953 Annual Impact: Platform R&D Expense (78) (42) (104) (112) (169) (225) (465) (545) (945) (945) (945) (945) (945) (945) (945) (945) (945) (945) Pre-Tax Platform Return 125 181 296 431 665 899 1,133 1,366 1,600 1,834 2,068 2,302 2,536 EBIT (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Effective Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% (3) (43) (97) (151) (204) (258) (312) (366) Taxes Paid Total NOPAT (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 144 324 504 685 865 1,045 1,225 Notes 1. Based on Maple Management estimates 2. Return on cumulative R&D spend measured at WACC + 5%; WACC + 5% assumed to be post-tax return; figures shown utilize mid-point WACC; no return on R&D spent in same calendar year; return on cumulative R&D spend based on cumulative spend up to year prior to return calculation; per 16 Maple management instruction 3. Tax shield from net losses / NOL creation valued separately
Project Maple Section 3 Preliminary Financial Analysis 17
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\17 Project Maple PRELIMINARY FINANCIAL ANALYSIS Key Analytical Assumptions Preliminary financial analysis is Per Maple Management focused on evaluating risk- Based on Maple management commercial financial scenarios (forecasted to 2035) adjusted standalone value of Scenarios incorporate risk adjustments for clinical Probability of Success (PoS) using Maple Maple DCF of management assumptions for the risk of achieving positive clinical outcomes and obtaining regulatory Primary methodology utilized is a Existing approval for each respective drug and/or indication DCF analysis that assesses the Clinical Portfolio Terminal value of existing portfolio (excluding Platform R&D) calculated using a (5%) perpetuity following components: growth rate applied at the end of the forecast period (ending in 2035) Value of existing clinical portfolio Assumes WACC of 13.1%15.1% Value of platform Forecasted platform R&D (i.e. R&D allocated to yet to be named / future product candidates) included Value of tax benefits in discounted cash flow analysis per Maple management guidance Balance sheet and financing Assumes that cumulative platform R&D spend generates an annual return equal to Maples weighted impact average cost of capital plus 5% commencing in 2023 DCF of Success Payments Platform Spend does not provide return until year after expenditure (i.e. 1 year lag) $MM Except Per Share Data Perpetuity growth rate of (5%) assigned to platform R&D Payment Cumulative No PoS applied (embedded in implied return) Threshold FHCRC MSK Total Assumes WACC of 13.1%15.1% $60 / Share 50 70 120 and as such included in the Assumes Maple pre-existing NOLs are not limited under §382 are $80 / Share 50 0 170 standalone DCF analyses per Maple management $100 / Share 50 0 220 Tax Per the Tax Cuts and Jobs Act of 2017, net operating losses incurred prior to 12/31/17 can offset 100% $120 / Share 50 70 340 Attribute of future earnings before tax, while net operating losses incurred after 12/31/17 can offset up to 80% of Treatment $140 / Share 50 0 390 future earnings before tax $160 / Share 50 0 440 Assumes 23% effective tax rate per Maple management Note 1. Maximum aggregate success payments to FHCRC and Under the Fred Hutchinson Cancer Research Center (FHCRC) License and Collaboration Agreement MSK are $375MM and $150MM, respectively; As of and the Memorial Sloan Kettering (MSK) License and Research Agreement, Maple is obligated to 9/30/17, Maple has paid FHCRC and MSK success FHCRC / payments equal to $75MM and $10MM, respectively; the make certain pre-defined payments in either cash or Maple common stock (at Maples option) to each amount of a success payment is determined based on MSK whether the value of Maple common stock meets or of FHCRC and MSK upon the Maple share price exceeding certain price thresholds during a valuation exceeds certain specified threshold values; success Success (1) payments will be owed after measurement on a valuation period measurement date, which includes, among others Payments triggers, the date on which Maple sells, leases, transfers For modeling purposes, FHCRC and MSK success payments have been treated as debt with the total or exclusively licenses all or substantially all of its assets to another company liability based on the price per share valuation resulting from the discounted cash flow analysis 18
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\17 Project Maple PRELIMINARY FINANCIAL ANALYSIS Key Analytical Assumptions Preliminary financial analysis is Per Maple Management focused on evaluating risk- Based on Maple management commercial financial scenarios (forecasted to 2035) adjusted standalone value of Scenarios incorporate risk adjustments for clinical Probability of Success (PoS) using Maple Maple DCF of management assumptions for the risk of achieving positive clinical outcomes and obtaining regulatory Primary methodology utilized is a Existing approval for each respective drug and/or indication DCF analysis that assesses the Clinical Portfolio Terminal value of existing portfolio (excluding Platform R&D) calculated using a (5%) perpetuity following components: growth rate applied at the end of the forecast period (ending in 2035) Value of existing clinical portfolio Assumes WACC of 13.1%15.1% Value of platform Forecasted platform R&D (i.e. R&D allocated to yet to be named / future product candidates) included Value of tax benefits in discounted cash flow analysis per Maple management guidance Balance sheet and financing Assumes that cumulative platform R&D spend generates an annual return equal to Maples weighted impact average cost of capital plus 5% commencing in 2023 DCF of Success Payments Platform Spend does not provide return until year after expenditure (i.e. 1 year lag) $MM Except Per Share Data Perpetuity growth rate of (5%) assigned to platform R&D Payment Cumulative No PoS applied (embedded in implied return) Threshold FHCRC MSK Total Assumes WACC of 13.1%15.1% $60 / Share 50 70 120 and as such included in the Assumes Maple pre-existing NOLs are not limited under §382 are $80 / Share 50 0 170 standalone DCF analyses per Maple management $100 / Share 50 0 220 Tax Per the Tax Cuts and Jobs Act of 2017, net operating losses incurred prior to 12/31/17 can offset 100% $120 / Share 50 70 340 Attribute of future earnings before tax, while net operating losses incurred after 12/31/17 can offset up to 80% of Treatment $140 / Share 50 0 390 future earnings before tax $160 / Share 50 0 440 Assumes 23% effective tax rate per Maple management Note 1. Maximum aggregate success payments to FHCRC and Under the Fred Hutchinson Cancer Research Center (FHCRC) License and Collaboration Agreement MSK are $375MM and $150MM, respectively; As of and the Memorial Sloan Kettering (MSK) License and Research Agreement, Maple is obligated to 9/30/17, Maple has paid FHCRC and MSK success FHCRC / payments equal to $75MM and $10MM, respectively; the make certain pre-defined payments in either cash or Maple common stock (at Maples option) to each amount of a success payment is determined based on MSK whether the value of Maple common stock meets or of FHCRC and MSK upon the Maple share price exceeding certain price thresholds during a valuation exceeds certain specified threshold values; success Success (1) payments will be owed after measurement on a valuation period measurement date, which includes, among others Payments triggers, the date on which Maple sells, leases, transfers For modeling purposes, FHCRC and MSK success payments have been treated as debt with the total or exclusively licenses all or substantially all of its assets to another company liability based on the price per share valuation resulting from the discounted cash flow analysis 18
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\19 Project Maple PRELIMINARY FINANCIAL ANALYSIS Preliminary Maple Standalone Analysis PoS Adjusted; Illustrative Analysis Includes Terminal Value & Platform Return Management continues to view the Base Case as the most likely Summary of Indicative Analyses (1)(2)(3)(4) outcome Share Price Rounded to The Nearest $1.00; Sensitized at 13.1%15.1% WACC and 13.1%15.1% Ke Sensitivities to Base Case Risk Adj. DCFNo Market Cap: $5.6Bn 12/14 Verbal Oak Equity (8) Aggregate Share Price: $45.71 Proposal: $86.00 provided on page 21 Dilution from Oak 1st Value ($Bn) Value ($Bn) Acquisition Right Bridge to Nov. 7 Base Case (9) Base Case 1013 1012 $83 $102 Tax: +$6.25 / share Downside Case $35 $42 45 34 WACC: +$1.25 / share Forecast: ($4.25) / share Upside Case $156 $194 2025 1924 Risk Adj. DCFOak 1st Total: +$3.00 / share Acquisition Right Exercised Base Case $82 $100 1013 1012 Bridge to Nov. 7 Analysis (9) $ / Share Downside Case $38 $44 ~5 34 Nov-7 Current Delta No Oak Acq. Right 1923 1924 Upside Case $147 $181 Base 88.25 91.75 +$3.50 Downside 39.25 38.25 ($1.00) Upside 156.50 173.50 +$17.00 Reference Only Oak Acq. Right 52 Week Trading Base 87.25 90.25 +$3.00 $19 $63 Range (5) Downside 42.25 40.75 ($1.50) Upside 148.00 162.75 +$14.75 Broker Price Targets (6) $43 $65 Notes 1. Market data as of December 29, 2017 2. Valuation date as of 12/31/2017; mid year discount convention 0 40 80 120 160 200 utilized 3. Maple share count as of December 18, 2017 as provided by Maple management; balance sheet data per 3Q 2017 10Q; see $63 $69 $81 $90 capitalization table provided in Appendix D for further details 4. See Appendix C for further details 5. Intraday trading range shown 6. Broker price targets shown per Bloomberg as of December 29, Premium to Current Price (1) (12%) +75% +163% +250% +338% 2017 7. Premiums to December 29, 2017 share price; based on transaction comparables listed in Appendix D 8. Equity value to current shareholders post dilution from Oak Acquisition Rights and third party equity raises, as applicable th (7) th (7) 9. Rounded to nearest $0.25; estimated values shown for illustrative 25 Percentile Premium (37%) 50 Percentile Premium (50%) purposes only; assumes mid-point WACC ` 75th Percentile Premium (78%) (7) Average Top Quartile Premium (97%) (7) 20
Project Maple PRELIMINARY FINANCIAL ANALYSIS Illustrative DCF Sensitivity Analysis Base Case; PoS Adjusted; Assumes Oak 1st Acquisition Right Exercised (1)(2) CAR-T Penetration Maple Market Share Launch Indications PoS Other $102 +13% $100 $99 $99 $99 +11% +10% +10% +10% $97 +7% $96 +6% $94 $93 $93 +4% +3% +3% Midpoint Value of $90 Per Share (1%) (1%) (3%) $89 (2%) (3%) $89 $88 (4%) $88 $88 (5%) (6%) (6%) $86 $86 (7%) $85 $85 $84 (9%) (9%) (10%) $82 $82 $81 10% (11%) 10%- $80 10% -/ 10% / + 10% -/ + 10%/ + / + . / + Sales 15% . Year + SharePen 10% 1 MM / Share Pen DLBCL + T / T1L -Share + 1L 10% Car Market PoS Car Market Lagged JCAR017 / 500bps Price + Market US / Penetration + T Ex JCAR017JCARH125 PoS JCARH125 JCAR017 All PGR Car JCAR017 Maple JCAR017 JCARH125 Launch No No No JCARH125 Notes 21 1. Market data as of December 29, 2017 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.1% and Ke of 14.1% used
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\20 Project Maple PRELIMINARY FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Base Case (Oak 1st Acquisition Right Exercised) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 15 11% 12.8 (8) ~$90 / share ~$3 / share 12 1.5 1.9 11.3 (8) 10.9 ~$18 / share 0.4 0.7 2.2 9 0.5 2.3 8.3 0.7 2.1 6.5 0.2 ALL 6 1.0 CLL 3 5.4 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Value to Other Attributes (5) Value Before Value on Return (6) Value Equity From Existing Platform & Current Value Equity Shareholders TV Portfolio Issuances Notes 1. Market data as of December 29, 2017 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.1% and Ke of 14.1% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also includes cash and cash equivalents as of 12/31/17 (valuation date), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 22 consideration (3Q 2017 10Q); see capitalization table provided in Appendix D for further details; per Maple management 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\21 Project Maple PRELIMINARY FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Downside Case (Oak 1st Acquisition Right Exercised) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 6 5.7 13% ~$41 / share 0.7 4.9 2.1 4 (8) ~$3 / share 3.5 0.0 (8) 0.5 ~$7 / share 0.4 2.7 0.5 0.8 2.0 0.4 CLL 2.3 2 0.7 2.2 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Value to Other Attributes (5) Value Before Value on Return (6) Value Equity From Existing Platform & Current Value Equity Shareholders TV Portfolio Issuances Notes 1. Market data as of December 29, 2017 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.1% and Ke of 14.1% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also includes cash and cash equivalents as of 12/31/17 (valuation date), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 23 consideration (3Q 2017 10Q); see capitalization table provided in Appendix D for further details; per Maple management 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\22 Project Maple PRELIMINARY FINANCIAL ANALYSIS Illustrative Sum-of-the-Parts Financial Analysis PoS Adjusted Upside Case (Oak 1st Acquisition Right Exercised) Components of PoS Adjusted Pro Forma Discounted Cash Flow Analysis (1)(2) $Bn 25 (8) ~$3 / share 23.3 11% ~$163 / (8) share ~$33 / share 21.7 1.6 2.6 0.4 20.6 20 4.2 3.0 2.8 17.1 0.8 0.4 15 4.5 11.2 0.5 ALL 10 CLL 2.3 5 8.4 NHL 0 JCAR017 (3) JCARH125 Royalties (4) Pipeline G&A and Tax Aggregate Terminal Platform Aggregate Net Cash (7) Gross Dilution Value to Other Attributes (5) Value Before Value on Return (6) Value Equity From Existing Platform & Current Value Equity Shareholders TV Portfolio Issuances Notes 1. Market data as of December 29, 2017 2. Valuation date as of 12/31/2017; mid year discount convention utilized; mid point WACC of 14.1% and Ke of 14.1% used 3. Includes royalties from JCAR017 4. Includes royalties from CD28 and 4-1BB 5. Tax attributes includes tax benefit from utilization of net operating losses as well as tax shield provided from negative EBT segments in such years where the consolidated companys EBT is positive 6. Includes Terminal Value of Platform 7. Includes present value of cash received from equity issuances and success payments due to MSK and FHCRC with liability based on implied value per share from DCF analysis; also includes cash and cash equivalents as of 12/31/17 (valuation date), JW Therapeutics (Shanghai) stake ($70MM based on anti-dilution rights of 35% and $200MM series A valuation); current total debt (3Q 2017 10Q), and contingent 24 consideration (3Q 2017 10Q); see capitalization table provided in Appendix D for further details; per Maple management 8. Calculated as value from Platform Return and Terminal Value, as appropriate, divided by FDSO based on FDSO resulting from consolidated discounted cash flow value per share
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\24 Project Maple Appendix A PoS Adjusted Financials 25
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\25 Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Base Case; PoS Adjusted; Per Maple Management Projections PoS Adjusted Base Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 133 654 1,388 1,816 2,045 2,206 2,466 2,732 2,897 3,053 3,217 3,390 3,573 3,766 3,969 4,183 4,408 JCAR017 Ex-US Royalty 6 49 120 159 171 176 190 204 207 208 210 211 212 214 215 217 JCARH125 Net Revenue 8 131 325 604 929 1,094 1,206 1,368 1,489 1,557 1,619 1,683 1,751 1,823 1,898 1,977 4-1BB Royalty Revenue 5 8 13 20 26 33 38 41 45 49 52 55 28 -CD-28 Royalty Revenue 7 21 52 87 86 79 83 92 98 101 105 109 113 118 123 128 133 138 JCAR024 (ROR-1) 5 14 38 63 110 162 197 221 232 240 248 257 JCAR020 (MUC-16) 6 17 41 64 91 117 133 144 149 154 158 163 JTCR016 (WT-1) 9 28 86 149 246 348 413 458 479 496 513 532 LeY 5 16 39 61 103 149 180 202 212 220 228 236 JTCR018 (HPV) 1 4 13 23 44 67 83 93 97 99 102 105 Total Net Sales 12 162 732 1,675 2,373 2,919 3,454 3,948 4,487 4,979 5,498 5,990 6,365 6,703 7,021 7,341 7,678 8,033 COGS (42) (179) (383) (530) (639) (747) (711) (792) (862) (937) (1,004) (1,056) (1,103) (1,141) (1,178) (1,217) (1,258) Total Gross Profit 12 120 553 1,292 1,844 2,280 2,707 3,237 3,695 4,117 4,561 4,986 5,309 5,600 5,880 6,163 6,461 6,774 % Margin 100% 74% 76% 77% 78% 78% 78% 82% 82% 83% 83% 83% 83% 84% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (152) (194) (152) (166) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (177) (219) (42) (112) (70) (70) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (347) (390) (15) 653 1,135 1,520 2,104 2,538 3,016 3,415 3,895 4,295 4,592 4,857 5,108 5,361 5,628 5,910 Margin n.m. (241%) (2.0%) 39.0% 47.8% 52.1% 60.9% 64.3% 67.2% 68.6% 70.9% 71.7% 72.1% 72.5% 72.8% 73.0% 73.3% 73.6% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (25) (44) (286) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) Net Income Incl. NOL Adj. (425) (432) (119) 517 921 1,134 1,401 1,762 1,926 2,413 2,963 3,451 3,860 4,244 4,618 4,993 5,379 5,775 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (15) (58) (100) (81) (73) (95) (133) (159) (124) (137) (130) (90) (68) (48) (44) (47) (49) Equity Issuance 1,225 Ending Cash Balance 542 1,280 1,093 1,500 2,340 3,401 4,707 6,317 8,063 10,343 13,159 16,480 20,251 24,426 28,996 33,944 39,276 45,002 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 26 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\26 Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Base Case; PoS Adjusted; Per Maple Management Tax AttributesBase Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (49) (174) (272) (316) (345) (410) (460) (492) (522) (554) (587) (623) (661) (700) (742) (786) JCAR017 (ex-US Royalties)Segment Taxes (1) (11) (28) (36) (39) (41) (44) (47) (48) (48) (48) (49) (49) (49) (50) (50) JCARH125 (Global)Segment Taxes (27) (77) (135) (175) (196) (227) (249) (262) (273) (286) (299) (312) (327) (342) CD28 & 4-1BB Royalties- Segment Taxes (3) (7) (15) (25) (26) (26) (28) (31) (33) (35) (36) (38) (32) (27) (28) (29) (31) (32) PipelineSegment Taxes (23) (51) (110) (159) (190) (212) (222) (230) (238) (246) G&A / OtherSegment Taxes PlatformSegment Taxes (43) (97) (151) (204) (258) (312) (366) Total Segment Taxes (3) (7) (66) (210) (353) (455) (547) (657) (756) (851) (965) (1,103) (1,229) (1,347) (1,463) (1,579) (1,699) (1,822) Consolidated Book Taxes Pre-NOL Utilization (125) (222) (326) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) Tax Shield from EBT Negative Segments 3 7 66 85 131 128 129 131 181 130 79 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (425) (432) (119) 542 966 1,420 1,820 2,289 2,501 3,134 3,849 4,482 5,013 5,512 5,997 6,484 6,985 7,500 Book Taxes (125) (222) (326) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) (3) NOL Schedule : Beginning Balance 409 833 1,265 1,384 951 178 Accrual / (Utilization) 425 432 119 (433) (773) (178) Ending Balance 833 1,265 1,384 951 178 Taxable EBT (425) (432) (119) 108 193 1,242 1,820 2,289 2,501 3,134 3,849 4,482 5,013 5,512 5,997 6,484 6,985 7,500 Cash Taxes Paid (25) (44) (286) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) Book Taxes (125) (222) (326) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) Cash Taxes (25) (44) (286) (418) (526) (575) (721) (885) (1,031) (1,153) (1,268) (1,379) (1,491) (1,607) (1,725) Tax Savings from NOLs 100 178 41 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per management projections 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per the Tax Cuts and Jobs Act of 2017, net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating 27 losses incurred after 12/31/17 can offset up to 80% of future earnings before tax
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\27 Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Downside Case; PoS Adjusted; Per Maple Management Projections PoS Adjusted Downside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 42 266 666 929 1,074 1,172 1,263 1,359 1,452 1,538 1,621 1,709 1,801 1,899 2,002 2,110 2,225 JCAR017 Ex-US Royalty 2 22 57 79 89 92 95 98 101 102 103 103 104 105 105 106 JCARH125 Net Revenue 4 56 144 273 406 494 537 559 580 602 625 650 676 703 731 761 4-1BB Royalty Revenue 3 7 13 20 24 29 32 35 37 40 42 44 12 -CD-28 Royalty Revenue 6 18 47 83 94 95 99 105 111 116 120 125 130 135 140 146 152 157 JCAR024 (ROR-1) 1 4 11 18 31 46 56 63 66 68 71 73 JCAR020 (MUC-16) 2 5 12 18 26 34 38 41 43 44 45 47 JTCR016 (WT-1) 3 8 25 43 70 99 118 131 137 142 147 152 LeY 2 5 11 17 29 43 52 58 61 63 65 67 JTCR018 (HPV) 0 1 4 7 12 19 24 27 28 28 29 30 Total Net Sales 10 67 332 848 1,249 1,549 1,804 2,012 2,200 2,367 2,549 2,735 2,866 3,009 3,153 3,301 3,456 3,619 COGS (13) (73) (182) (265) (325) (376) (349) (377) (400) (423) (447) (467) (486) (503) (520) (537) (556) Total Gross Profit 10 54 259 667 984 1,223 1,428 1,663 1,823 1,968 2,126 2,288 2,399 2,523 2,650 2,781 2,919 3,063 % Margin 100% 80% 78% 79% 79% 79% 79% 83% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% R&DJCAR017 & JCARH125 (152) (194) (152) (179) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (177) (219) (42) (112) (70) (70) -SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (349) (456) (309) 15 275 463 826 964 1,144 1,266 1,470 1,607 1,692 1,789 1,888 1,989 2,096 2,208 Margin n.m. (682%) (93.2%) 1.7% 22.0% 29.9% 45.8% 47.9% 52.0% 53.5% 57.7% 58.8% 59.0% 59.4% 59.9% 60.3% 60.6% 61.0% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (14) (25) (33) (46) (227) (327) (413) (486) (562) (639) (716) (794) (874) Net Income Incl. NOL Adj. (427) (498) (413) (97) 106 349 516 682 584 759 1,096 1,381 1,627 1,882 2,138 2,396 2,659 2,925 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (6) (27) (53) (44) (39) (40) (43) (53) (46) (52) (52) (35) (29) (21) (20) (21) (22) Equity Issuance 1,225 82 72 Ending Cash Balance 540 1,221 771 693 826 1,136 1,612 2,231 2,741 3,443 4,477 5,807 7,399 9,252 11,369 13,745 16,383 19,286 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 28 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\28 Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Downside Case; PoS Adjusted; Per Maple Management Tax AttributesDownside Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (50) (120) (148) (165) (191) (208) (225) (241) (257) (273) (290) (309) (328) (349) (370) JCAR017 (ex-US Royalties)Segment Taxes (1) (5) (13) (18) (20) (21) (22) (23) (23) (23) (24) (24) (24) (24) (24) (24) JCARH125 (Global)Segment Taxes (17) (41) (62) (69) (72) (76) (79) (83) (87) (91) (96) (101) (106) CD28 & 4-1BB Royalties- Segment Taxes (2) (6) (14) (24) (27) (28) (30) (32) (34) (36) (37) (39) (33) (31) (32) (34) (35) (36) PipelineSegment Taxes (0) (29) (43) (52) (58) (61) (63) (65) (68) G&A / OtherSegment Taxes PlatformSegment Taxes (43) (97) (151) (204) (258) (312) (366) Total Segment Taxes (2) (6) (14) (79) (160) (212) (257) (306) (333) (356) (407) (485) (562) (641) (722) (803) (886) (970) Consolidated Book Taxes Pre-NOL Utilization (24) (83) (124) (164) (145) (227) (327) (413) (486) (562) (639) (716) (794) (874) Tax Shield from EBT Negative Segments 2 6 14 79 136 128 132 141 188 130 79 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (427) (498) (413) (97) 106 363 541 715 630 985 1,423 1,794 2,113 2,444 2,777 3,112 3,453 3,799 Book Taxes (24) (83) (124) (164) (145) (227) (327) (413) (486) (562) (639) (716) (794) (874) (3) NOL Schedule : Beginning Balance 409 836 1,334 1,747 1,844 1,738 1,435 1,003 431 -Accrual / (Utilization) 427 498 413 97 (106) (303) (433) (572) (431) -Ending Balance 836 1,334 1,747 1,844 1,738 1,435 1,003 431 Taxable EBT (427) (498) (413) (97)59 108 143 199 985 1,423 1,794 2,113 2,444 2,777 3,112 3,453 3,799 Cash Taxes Paid (14) (25) (33) (46) (227) (327) (413) (486) (562) (639) (716) (794) (874) Book Taxes (24) (83) (124) (164) (145) (227) (327) (413) (486) (562) (639) (716) (794) (874) Cash Taxes (14) (25) (33) (46) (227) (327) (413) (486) (562) (639) (716) (794) (874) Tax Savings from NOLs 24 70 99 131 99 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per management projections 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per the Tax Cuts and Jobs Act of 2017, net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating 29 losses incurred after 12/31/17 can offset up to 80% of future earnings before tax
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\29 Project Maple POS ADJUSTED FINANCIALS Maple Financial Summary Upside Case; PoS Adjusted; Per Maple Management Projections PoS Adjusted Upside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 257 1,206 2,142 2,727 3,250 3,629 4,046 4,434 4,680 4,933 5,199 5,480 5,776 6,088 6,416 6,763 7,129 JCAR017 Ex-US Royalty 15 105 189 241 274 287 303 315 318 320 322 324 326 328 330 333 JCARH125 Net Revenue 17 247 597 1,108 1,669 2,023 2,375 2,666 2,802 2,904 3,012 3,125 3,244 3,369 3,500 3,638 4-1BB Royalty Revenue 6 8 9 13 16 21 24 27 31 33 35 36 19 -CD-28 Royalty Revenue 10 29 68 92 72 60 66 76 77 79 82 86 90 94 98 103 107 112 JCAR024 (ROR-1) 67 209 356 441 465 480 496 512 530 548 567 587 JCAR020 (MUC-16) 46 142 238 291 304 313 322 331 341 351 362 373 JTCR016 (WT-1) 137 430 732 908 959 990 1,024 1,058 1,095 1,133 1,173 1,215 LeY 61 191 324 401 423 437 452 468 485 502 520 539 JTCR018 (HPV) 29 89 153 191 200 205 210 216 221 227 234 240 Total Net Sales 16 293 1,314 2,598 3,603 4,680 6,003 7,519 9,024 10,004 10,520 10,971 11,426 11,904 12,427 12,978 13,557 14,165 COGS (82) (331) (602) (824) (1,054) (1,313) (1,352) (1,582) (1,732) (1,802) (1,859) (1,917) (1,978) (2,041) (2,107) (2,176) (2,248) Total Gross Profit 16 212 984 1,996 2,778 3,626 4,690 6,167 7,441 8,272 8,717 9,112 9,509 9,926 10,386 10,870 11,380 11,917 % Margin 100% 72% 75% 77% 77% 77% 78% 82% 82% 83% 83% 83% 83% 83% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (152) (194) (152) (179) (40) (25) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) (20) R&DPipeline (112) (289) (289) (10) (10) (10) (10) (10) (10) (10) (10) SG&A (207) (316) (416) (473) (492) (516) (541) (567) (589) (612) (636) (661) (687) (715) (743) (773) (803) (835) EBIT (343) (298) 415 1,232 1,958 2,795 4,129 5,581 6,833 7,640 8,052 8,422 8,792 9,182 9,614 10,068 10,548 11,053 Margin n.m. (101.7%) 31.6% 47.4% 54.3% 59.7% 68.8% 74.2% 75.7% 76.4% 76.5% 76.8% 76.9% 77.1% 77.4% 77.6% 77.8% 78.0% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (60) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) Net Income Incl. NOL Adj. (421) (340) 312 1,060 1,377 2,075 2,960 4,105 4,865 5,667 6,164 6,629 7,094 7,575 8,087 8,617 9,167 9,735 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (28) (103) (140) (120) (144) (358) (545) (490) (271) (96) (69) (70) (73) (79) (83) (87) (92) Equity Issuance 1,225 Ending Cash Balance 546 1,362 1,561 2,470 3,727 5,658 8,260 11,800 16,156 21,541 27,598 34,159 41,182 48,684 56,692 65,226 74,305 83,949 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 30 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\30 Project Maple POS ADJUSTED FINANCIALS Overview of Tax Attributes Upside Case; PoS Adjusted; Per Maple Management Tax AttributesUpside Case PoS Adjusted(1) $MM 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Tax Rate 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% 23.0% Tax Benefit from EBT Negative Segments JCAR017 (US)Segment Taxes (142) (303) (429) (525) (593) (699) (773) (821) (870) (923) (978) (1,036) (1,098) (1,163) (1,232) (1,305) JCAR017 (ex-US Royalties)Segment Taxes (3) (24) (44) (56) (63) (66) (70) (72) (73) (74) (74) (75) (75) (75) (76) (77) JCARH125 (Global)Segment Taxes (7) (75) (166) (265) (350) (417) (471) (497) (516) (538) (560) (583) (608) (634) (661) CD28 & 4-1BB Royalties- Segment Taxes (4) (8) (18) (24) (20) (19) (21) (24) (25) (26) (27) (28) (25) (22) (23) (24) (25) (26) PipelineSegment Taxes (64) (204) (349) (433) (454) (468) (483) (499) (516) (533) (552) (571) G&A / OtherSegment Taxes PlatformSegment Taxes (43) (97) (151) (204) (258) (312) (366) Total Segment Taxes (4) (8) (163) (358) (568) (764) (1,006) (1,343) (1,634) (1,823) (1,921) (2,052) (2,195) (2,342) (2,499) (2,662) (2,830) (3,005) Consolidated Book Taxes Pre-NOL Utilization (72) (258) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) Tax Shield from EBT Negative Segments 4 8 91 100 157 145 122 117 181 130 79 72 76 79 83 88 92 97 NOL Benefit Book EBT (2) (421) (340) 312 1,120 1,788 2,695 3,844 5,331 6,318 7,359 8,005 8,609 9,213 9,837 10,503 11,191 11,905 12,643 Book Taxes (72) (258) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) (3) NOL Schedule : Beginning Balance 408 829 1,169 858 Accrual / (Utilization) 421 340 (312) (858) Ending Balance 829 1,169 858 Taxable EBT (421) (340)263 1,788 2,695 3,844 5,331 6,318 7,359 8,005 8,609 9,213 9,837 10,503 11,191 11,905 12,643 Cash Taxes Paid (60) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) Book Taxes (72) (258) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) Cash Taxes (60) (411) (620) (884) (1,226) (1,453) (1,693) (1,841) (1,980) (2,119) (2,263) (2,416) (2,574) (2,738) (2,908) Tax Savings from NOLs 72 197 Notes 1. Net operating loss schedule shown presented on a consolidated basis; 2018 NOL beginning balance based on federal and state NOLs of $284MM as reported in 2016 10K and includes NOL accrual from FY2017 forecasted performance per management projections 2. Book EBT represents consolidated performance and includes impact of platform R&D 3. Per the Tax Cuts and Jobs Act of 2017, net operating losses incurred prior to 12/31/17 can offset 100% of future earnings before tax, while net operating 31 losses incurred after 12/31/17 can offset up to 80% of future earnings before tax
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\31
Project Maple
Appendix B
Non-PoS Adjusted Financials
32
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\32 Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary Base Case; Non-PoS Adjusted; Per Maple Management Projections Non-PoS Adjusted Base Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 148 739 1,658 2,275 2,619 2,957 4,441 6,009 6,511 6,862 7,232 7,622 8,033 8,467 8,924 9,405 9,913 JCAR017 Ex-US Royalty 6 56 143 200 221 239 367 493 512 515 519 522 526 530 533 537 JCARH125 Net Revenue 14 237 601 1,241 2,038 2,456 2,977 3,861 4,459 4,700 4,880 5,070 5,269 5,479 5,699 5,931 4-1BB Royalty Revenue 5 9 15 26 35 50 63 74 92 110 118 124 81 -CD-28 Royalty Revenue 9 25 64 109 108 99 123 184 210 211 220 228 237 246 256 266 277 287 JCAR024 (ROR-1) 46 139 377 627 1,096 1,620 1,969 2,211 2,317 2,396 2,479 2,566 JCAR020 (MUC-16) 56 167 408 641 911 1,174 1,331 1,437 1,491 1,536 1,582 1,631 JTCR016 (WT-1) 95 285 859 1,493 2,457 3,476 4,127 4,577 4,790 4,957 5,133 5,317 LeY 53 159 388 612 1,027 1,491 1,803 2,021 2,121 2,197 2,276 2,360 JTCR018 (HPV) 13 38 127 228 436 671 826 930 969 995 1,022 1,050 Total Net Sales 13 182 837 2,086 3,163 4,208 5,665 8,181 11,815 14,785 18,097 21,232 23,394 25,046 26,205 27,279 28,406 29,591 COGS (47) (203) (475) (708) (920) (1,212) (1,465) (2,044) (2,486) (2,993) (3,451) (3,763) (4,002) (4,152) (4,288) (4,430) (4,577) Total Gross Profit 13 135 635 1,610 2,455 3,288 4,453 6,716 9,770 12,299 15,104 17,780 19,631 21,044 22,053 22,990 23,977 25,014 % Margin 100% 74% 76% 77% 78% 78% 79% 82% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% R&DJCAR017 & JCARH125 (160) (220) (232) (363) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (315) (735) (420) (1,120) (700) (700) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (359) (435) (88) 663 1,299 1,770 3,243 4,731 8,176 10,674 14,108 16,750 18,566 19,943 20,914 21,813 22,758 23,753 Margin n.m. (239%) (10.5%) 31.8% 41.1% 42.1% 57.2% 57.8% 69.2% 72.2% 78.0% 78.9% 79.4% 79.6% 79.8% 80.0% 80.1% 80.3% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (25) (52) (345) (680) (1,031) (1,762) (2,390) (3,234) (3,896) (4,367) (4,738) (5,015) (5,275) (5,547) (5,829) Net Income Incl. NOL Adj. (436) (477) (192) 526 1,078 1,324 2,277 3,451 5,899 8,002 10,827 13,042 14,620 15,861 16,788 17,660 18,569 19,515 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (17) (66) (125) (108) (105) (146) (252) (363) (297) (331) (313) (216) (165) (116) (107) (113) (118) Equity Issuance 1,225 Ending Cash Balance 531 1,222 954 1,346 2,315 3,535 5,667 8,846 14,362 22,057 32,543 45,271 59,675 75,371 92,043109,596128,052147,449 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 33 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\33 Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary (contd) Downside Case; Non-PoS Adjusted; Per Maple Management Projections Non-PoS Adjusted Downside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 47 303 790 1,129 1,344 1,501 1,763 2,119 2,436 2,632 2,777 2,927 3,086 3,253 3,429 3,615 3,811 JCAR017 Ex-US Royalty 3 26 67 96 111 119 136 160 179 186 188 189 190 191 193 194 JCARH125 Net Revenue 6 102 266 543 858 1,071 1,171 1,220 1,266 1,314 1,364 1,418 1,474 1,532 1,594 1,659 4-1BB Royalty Revenue 3 8 15 24 30 38 46 55 63 69 74 78 27 -CD-28 Royalty Revenue 7 20 54 98 113 115 125 151 175 188 199 208 216 225 234 243 252 261 JCAR024 (ROR-1) 13 40 108 179 313 463 563 632 662 685 708 733 JCAR020 (MUC-16) 16 48 117 183 260 335 380 411 426 439 452 466 JTCR016 (WT-1) 27 81 245 426 702 993 1,179 1,308 1,369 1,416 1,467 1,519 LeY 15 46 111 175 294 426 515 577 606 628 650 674 JTCR018 (HPV) 4 11 36 65 125 192 236 266 277 284 292 300 Total Net Sales 10 75 381 1,040 1,605 2,137 2,716 3,384 4,280 5,102 6,044 6,973 7,595 8,110 8,490 8,848 9,224 9,619 COGS (15) (83) (223) (343) (452) (567) (584) (726) (849) (983) (1,114) (1,208) (1,281) (1,329) (1,373) (1,419) (1,467) Total Gross Profit 10 60 298 817 1,262 1,685 2,149 2,800 3,555 4,253 5,061 5,859 6,388 6,829 7,161 7,475 7,805 8,152 % Margin 100% 80% 78% 79% 79% 79% 79% 83% 83% 83% 84% 84% 84% 84% 84% 84% 85% 85% R&DJCAR017 & JCARH125 (160) (220) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (315) (735) (420) (1,120) (700) (700) -SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (362) (511) (425) (218) 105 166 938 815 1,960 2,628 4,103 4,867 5,361 5,766 6,061 6,335 6,625 6,929 Margin n.m. (685%) (111.5%) (21.0%) 6.6% 7.8% 34.6% 24.1% 45.8% 51.5% 67.9% 69.8% 70.6% 71.1% 71.4% 71.6% 71.8% 72.0% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (30) (26) (66) (511) (933) (1,163) (1,330) (1,477) (1,598) (1,715) (1,836) (1,960) Net Income Incl. NOL Adj. (439) (553) (529) (330) (64) 66 624 539 1,379 1,836 3,123 3,892 4,452 4,945 5,351 5,743 6,146 6,560 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (1) (6) (31) (66) (56) (53) (58) (67) (90) (82) (94) (93) (62) (51) (38) (36) (38) (39) Equity Issuance 1,225 121 120 Ending Cash Balance 528 1,154 584 300 300 313 878 1,331 2,600 4,344 7,363 11,162 15,552 20,445 25,759 31,466 37,574 44,095 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 34 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\34 Project Maple NON-POS ADJUSTED FINANCIALS Maple Financial Summary (contd) Upside Case; Non-PoS Adjusted; Per Maple Management Projections Non-PoS Adjusted Upside Case $MM unless otherwise Noted 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Income Statement JCAR017 US Revenue 285 1,359 2,556 3,414 4,297 5,090 7,429 9,537 10,116 10,664 11,240 11,848 12,489 13,165 13,878 14,629 15,421 JCAR017 Ex-US Royalty 17 118 226 307 366 400 534 643 651 656 660 665 669 674 678 683 JCARH125 Net Revenue 30 449 1,103 2,273 3,667 4,907 6,879 8,492 9,053 9,376 9,716 10,072 10,447 10,840 11,253 11,688 4-1BB Royalty Revenue 6 9 11 17 23 34 43 59 79 87 91 96 60 -CD-28 Royalty Revenue 12 37 87 121 96 80 116 174 166 154 159 166 174 181 189 198 207 215 JCAR024 (ROR-1) 667 2,085 3,555 4,410 4,652 4,802 4,959 5,124 5,296 5,477 5,666 5,865 JCAR020 (MUC-16) 458 1,417 2,385 2,906 3,045 3,130 3,219 3,312 3,409 3,511 3,617 3,728 JTCR016 (WT-1) 1,374 4,299 7,320 9,081 9,586 9,904 10,236 10,584 10,949 11,331 11,732 12,152 LeY 611 1,910 3,241 4,006 4,229 4,372 4,523 4,681 4,847 5,021 5,203 5,394 JTCR018 (HPV) 287 894 1,533 1,908 2,001 2,051 2,103 2,158 2,215 2,274 2,336 2,400 Total Net Sales 19 331 1,504 3,261 4,862 6,990 12,680 23,576 35,229 41,803 44,131 45,793 47,498 49,266 51,186 53,203 55,322 57,547 COGS (91) (375) (753) (1,115) (1,573) (2,580) (3,982) (5,814) (6,853) (7,199) (7,420) (7,650) (7,890) (8,141) (8,402) (8,675) (8,960) Total Gross Profit 19 240 1,128 2,508 3,747 5,417 10,100 19,594 29,415 34,950 36,932 38,373 39,848 41,376 43,045 44,801 46,646 48,587 % Margin 100% 73% 75% 77% 77% 77% 80% 83% 83% 84% 84% 84% 84% 84% 84% 84% 84% 84% R&DJCAR017 & JCARH125 (160) (220) (232) (451) (235) (105) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) (38) R&DPipeline (1,120) (1,435) (1,435) (38) (38) (38) (38) (38) (38) (38) (38) SG&A (212) (350) (491) (584) (606) (679) (752) (827) (857) (888) (920) (954) (988) (1,025) (1,062) (1,101) (1,142) (1,184) EBIT (353) (330) 406 353 1,470 3,199 9,310 18,729 28,521 34,024 35,935 37,343 38,783 40,275 41,907 43,623 45,428 47,326 Margin n.m. (99.8%) 27.0% 10.8% 30.2% 45.8% 73.4% 79.4% 81.0% 81.4% 81.4% 81.5% 81.7% 81.7% 81.9% 82.0% 82.1% 82.2% (1) (78) (42) (104) (112) (169) (100) (285) (250) (515) (281) (47) 187 421 655 889 1,123 1,357 1,591 Other Income (Expense) Cash Taxes (11) (135) (713) (2,076) (4,250) (6,441) (7,761) (8,254) (8,632) (9,017) (9,414) (9,843) (10,292) (10,761) (11,251) Net Income Incl. NOL Adj. (431) (372) 302 230 1,166 2,386 6,949 14,229 21,564 25,982 27,634 28,898 30,187 31,516 32,953 34,454 36,024 37,666 Capex (60) (50) (20) (20) (10) (10) (10) (30) (30) (20) (20) (10) (10) (10) (10) (10) (10) (10) Depreciation and Amortization 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 â^ in Net Working Capital (2) (31) (117) (176) (160) (213) (569) (1,090) (1,165) (657) (233) (166) (171) (177) (192) (202) (212) (223) Equity Issuance 1,225 Ending Cash Balance 536 1,317 1,492 1,537 2,543 4,716 11,096 24,216 44,595 69,910 97,301126,033156,050187,389220,149254,402290,214327,658 Note 1. Represents net of annual platform R&D and return on cumulative platform R&D at WACC + 5% on a post-tax basis, mid-point WACC shown; grossed-up 35 to reflect pre-tax figures; no PoS adjustment applied
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\35 Project Maple Appendix C Assumptions Details 36
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\36 Project Maple ASSUMPTIONS DETAILS Changes Since November 7 Meeting Per Maple Management Detailed summary of all November 7 Board Meeting Assumptions Current Assumptions changes to forecast Assumption Base Down Up Assumption Base Down Up Industry Ramp to Peak CAR- US 10 12 8 Industry Ramp to Peak CAR- US 16 16 12 T Penetration (Quarters) Ex-US 10 12 8 T Penetration (Quarters) Ex-US 16 16 12 CD-28 28% 35% 20% CD-28 20% 35% 20% US Peak Market Share by US Peak Market Share by L 4-1BB 18% 30% 10% L 4-1BB 30% 30% 10% Competitor Competitor DLB C Maple 55% 35% 70% C DLB Maple 50% 35% 70% 3L CD-28 28% 35% 20% 3L CD-28 20% 35% 10% Ex-US Peak Market Share by Ex-US Peak Market Share by 4-1BB 18% 30% 10% 4-1BB 30% 30% 20% Competitor Competitor Maple 55% 35% 70% Maple 50% 35% 70% Maple Ramp to Peak Market Maple Ramp to Peak Market Ex-US 8 16 8 Ex-US 12 16 8 Share (Quarters) Share (Quarters) Industry Ramp to Peak CAR- US 10 12 8 Industry Ramp to Peak CAR- US 8 8 4 T Penetration (Quarters) Ex-US 10 12 8 T Penetration (Quarters) Ex-US 8 8 4 CD-28 2019 Q2 2019 Q2 2019 Q2 CD-28 2019 Q4 2019 Q4 2019 Q4 US Product Launch Quarter US Product Launch Quarter DLBCL 4-1BB 2019 Q3 2019 Q3 2019 Q3 DLBCL 4-1BB 2019 Q4 2019 Q4 2019 Q4 E by Competitor E by Competitor TN Maple 2019 Q4 2019 Q4 2019 Q4 TN Maple 2019 Q4 2019 Q4 2019 Q4 L CD-28 2020 Q2 2020 Q2 2020 Q2L CD-28 2020 Q4 2020 Q4 2020 Q4 2 2 Ex-US Product Launch Ex-US Product Launch 4-1BB 2020 Q3 2020 Q3 2020 Q3 4-1BB 2020 Q4 2020 Q4 2020 Q4 Quarter by Competitor Quarter by Competitor Maple 2020 Q4 2020 Q4 2020 Q4 Maple 2020 Q4 2020 Q4 2020 Q4 CD-28 2020 Q1 2020 Q1 2020 Q1 CD-28 2020 Q3 2020 Q3 2020 Q3 US Launch Quarter by US Launch Quarter by 4-1BB N/A N/A N/A 4-1BB N/A N/A N/A Competitor Competitor CLL Maple 2020 Q1 2020 Q1 2020 Q1 CLL Maple 2020 Q3 2020 Q3 2020 Q3 3L CD-28 2021 Q1 2021 Q1 2021 Q13L CD-28 2021 Q3 2021 Q3 2021 Q3 Ex-US Launch Quarter by Ex-US Launch Quarter by 4-1BB N/A N/A N/A 4-1BB N/A N/A N/A Competitor Competitor Maple 2021 Q1 2021 Q1 2021 Q1 Maple 2021 Q3 2021 Q3 2021 Q3 Industry Peak CAR-T US 60% 50% 70% Industry Peak CAR-T US 40% 30% 60% CLL Penetration (%) Ex-US 60% 50% 70% CLL Penetration (%) Ex-US 40% 30% 60% CD-28 2023 Q1 2023 Q1 2023 Q1 CD-28 2022 Q4 2022 Q4 2022 Q4 2L US Launch Quarter by 2L US Launch Quarter by 4-1BB N/A N/A N/A 4-1BB N/A N/A N/A Competitor Competitor Maple 2022 Q3 2022 Q3 2022 Q3 Maple 2022 Q4 2022 Q4 2022 Q4 1L MM PoS Assumption 10% 10% 10% 1L MM PoS Assumption 15% 15% 15% 37
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\37 Project Maple ASSUMPTIONS DETAILS Summary of Commercial Case Variances Per Maple Management Base Case Downside Case Upside Case JCAR017 (1) Penetration / Share Ramp Penetration / Share Ramp Penetration / Share Ramp CAR-T 75% 4 Years 60% 4 Years 85% 3 Years 3L DLBCL JCAR017 50% 2 Years 35% 4 Years 70% 2 Years TNE CAR-T 75% 2 Years 60% 2 Years 85% 1 Year 2L DLBCL JCAR017 55% 2 Years 40% 3 Years 70% 2 Years TE CAR-T 60% 2.5 Years 40% 4 Years 70% 2 Years 2L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CAR-T 50% 2.5 Years 20% 4 Years 60% 2 Years 1L DLBCL JCAR017 70% 2 Years 40% 3 Years 80% 2 Years CLL CAR-T 60% 2.5 Years 50% 2 Years 70% 2 Years 3L JCAR017 70% NA 50% NA 80% NA CLL CAR-T 40% 2.5 Years 30% 3 Years 60% 2 Years 2L JCAR017 70% NA 60% NA 80% NA CAR-T 10% 1st / 80% 2nd 2 Years 0% 1st / 60% 2nd 2 Years 25% 1st / 80% 2nd 2 Years Ped ALL JCAR017 25% 2 Years 15% 2 Years 35% 2 Years CAR-T 50% 2 Years 25% 3 Years 75% 3 Years Adult ALL JCAR017 60% 2 Years 40% 2 Years 80% 2 Years JCARH125 (1) Launch Penetration / Share Ramp Launch Penetration / Share Ramp Launch Penetration / Share Ramp MM CAR-T 1Q20 70% 2.5 Years 4Q19 50% 2 Years 4Q19 80% 2 Years 4L JCARH125 4Q20 35% 2 Years 4Q20 25% 3 Years 4Q20 50% 2 Years MM CAR-T 4Q21 50% 2.5 Years 4Q21 30% 2 Years 4Q21 60% 2 Years 2L JCARH125 4Q22 35% 2 Years 4Q22 25% 3 Years 4Q22 50% 2 Years MM CAR-T 4Q23 30% 2.5 Years 4Q23 0% NA 4Q23 50% 3 Years 1L JCARH125 4Q25 35% 2 Years 4Q24 0% NA 4Q24 50% 2 Years Pipeline (1) Launch Penetration / Share Price (2) Launch Penetration / Share Price Launch Penetration / Share Price CAR-T 2024 35% NA 2024 20% NA 2024 80% NA 3L Maple 2024 50% (40%) Discount 2024 25% (40%) Discount 2024 30% 0% Discount CAR-T 2026 35% NA 2026 20% NA 2024 80% NA 2L Maple 2026 50% (40%) Discount 2026 25% (40%) Discount 2024 30% 0% Discount CAR-T 2028 35% NA 2028 20% NA 2024 80% NA 1L Maple 2028 50% (40%) Discount 2028 25% (40%) Discount 2024 30% 0% Discount Notes 1. Figures shown represent US assumptions; EU and RoW assumptions may vary 38 2. Discount relative to JCAR017 pricing
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\38 Project Maple ASSUMPTIONS DETAILS Base Case JCAR017 Assumptions As provided by Maple Base Case: JCAR017 Assumptions management The following inputs vary 2L TNE 2L TE between commercial cases Indication 3L DLBCL DLBCL DLBCL 1L DLBCL 3L CLL 2L CLL Ped ALL Adult ALL CAR-T Penetration PoS 90% 90% 60% 10% 70% 50% 75% 75% CAR-T Ramp 2016 U.S. 5,471 5,403 3,962 22,426 3,099 2,038 599 1,478 JCAR017 Share Add. Population JCAR017 Ramp 2016 Ex-U.S. 4,315 5,627 4,127 26,442 2,249 1,739 498 1,798 Add. Population CAR-T Access 2.5% of patients in clinical trials 40% at 3L+ DLBLC launch ramping to 80% over 3 Years CAR-T Launch 4Q17 4Q19 3Q20 3Q24 3Q20 4Q22 2Q17 1Q19 (CD28 (CD28 (CD28 (Maple) (Maple) (Maple) (4-1BB (CD28 Comp.) Comp.) Comp.) Comp.) Comp.) CAR-T Penetration 75% 75% 60% 50% 60% 40% 10%1st 50% 80%2nd CAR-T Ramp 4 Years 2 Years 2.5 Years 2.5 Years 2.5 Years 2.5 Years 2 Years 2 Years JCAR017 Launch Date 1Q19 4Q19 1Q21 3Q24 3Q20 4Q22 2Q20 4Q21 Peak JCAR017 Share 50% 55% 70% 70% 70% 70% 25% 60% JCAR017 Ramp 2 Years 2 Years 2 Years 2 Years N/A N/A 2 Years 2 Years Launch Price U.S.: $320K Net Ex-U.S.: $270K Net Price Increase U.S.: 3% per Year Ex-U.S.: (0.5)% per Year RoW Gross-Up 30% of EU5+Japan Sales 39
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\39 Project Maple ASSUMPTIONS DETAILS Base Case JCARH125 Assumptions As provided by Maple Base Case: JCARH125 Assumptions management The following inputs vary Indication 1L MM 2L MM 4L+ MM between commercial cases PoS 15% 40% 55% CAR-T Launch 2016 U.S. Addressable Population 23,680 19,300 8,100 CAR-T Penetration 2016 Ex-U.S. Addressable Population 23,296 16,860 4,598 CAR-T Ramp CAR-T Access In-line with JCAR017 JCARH125 Launch Date CAR-T Launch U.S.: 4Q23 U.S.: 4Q21 U.S.: 1Q20 JCARH125 Share Ex-U.S.: 4Q24 Ex-U.S.: 4Q22 Ex-U.S.: 1Q21 JCARH125 Ramp (4-1BB Competitors) (4-1BB Competitors) (4-1BB Competitors) CAR-T Penetration 30% 50% 70% CAR-T Ramp 2.5 Years 2.5 Years 2.5 Years JCARH125 Launch Date U.S.: 4Q25 U.S.: 4Q22 U.S.: 4Q20 Ex-U.S.: 4Q26 Ex-U.S.: 4Q23 Ex-U.S.: 4Q21 Peak JCARH125 Share 35% 35% 35% JCARH125 Ramp 2 Years 2 Years 2 Years Launch Price U.S.: $330K Net (in line with JCAR017) Ex-U.S. $270K Net Price Increase U.S.: 3% Ex-U.S.: (0.5)% RoW Gross-Up 30% of EU5+Japan Sales 40
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\40 Project Maple ASSUMPTIONS DETAILS Base Case Pipeline Assumptions As provided by Maple Base Case: Named Pipeline Assumptions (1) management The following inputs vary Indication 1L 2L 3L+ between commercial cases PoS 10% 10% 10% CAR-T Penetration CAR-T Access 5% of patients in clinical trials Maple Launch Date 40% at solid tumor launch ramping to 80% over 2 Years Maple Peak Penetration Launch Price Biomarker Positivity Varies by indication Patient Eligibility 80% 70% 60% CAR-T Launch Dates 2028 2026 2024 CAR-T Penetration 35% Maple Peak Penetration 50% Ramp 4 Years 4 Years 3 Years Launch Price 40% Discount to JCAR017 Price Increase U.S: 3% Ex-U.S.: (0.5)% RoW Gross-Up 30% of EU5+Japan Sales Note 41 1. Includes ROR-1 CAR, MUC16 CAR, LeY CAR, HPV TCR, WT-1 TCR
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\41 Project Maple ASSUMPTIONS DETAILS Select Commercial Case Variances CAR-T Penetration & Peak Share Case Variations As provided by Maple CAR-T Penetration Peak Share Base Downside Upside Base Downside Upside management JCAR017 The following inputs vary between commercial cases 3L DLBCL 75% 60% 85% 50% 35% 70% JCAR017 2L TNE DLBCL 75% 60% 85% 55% 40% 70% CAR-T Penetration 2L TE DLBCL 60% 40% 70% 70% 40% 80% CAR-T Ramp JCAR017 Share 1L DLBCL 50% 20% 60% 70% 40% 80% 3L CLL 60% 50% 70% 70% 50% 80% JCAR017 Ramp JCARH125 2L CLL 40% 30% 60% 70% 60% 80% CAR-T Launch Pediatric ALL 10% 1st / 80% 2nd 0% 1st / 60% 2nd 25% 1st / 80% 2nd 25% 15% 35% CAR-T Penetration Adult ALL 50% 25% 75% 60% 40% 80% CAR-T Ramp JCARH125 JCARH125 Launch Date 4L 70% 50% 80% 35% 25% 50% JCARH125 Share 3L 50% 30% 60% 35% 25% 50% JCARH125 Ramp 1L 30% 0% 50% 35% 0% 50% Pipeline CAR-T Penetration Pipeline Maple Launch Date JCAR024 35% 20% 80% 50% 25% 30% Maple Peak Penetration JCAR020 35% 20% 80% 50% 25% 30% Launch Price JTCR016 35% 20% 80% 50% 25% 30% LeY 35% 20% 80% 50% 25% 30% JTCR018 35% 20% 80% 50% 25% 30% 42
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\42 Project Maple Appendix D Financial Analysis Reference Materials 43
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\43 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Oak Collaboration Agreement Overview Per Maple Management & Public Filings Summary of Selected Oak Collaboration Agreement Provisions Summary of Selected Oak Collaboration Agreement Provisions (contd) In June 2015, Maple entered into the Oak Collaboration Agreement pursuant to which Upon Oaks exercise, the parties are obligated to enter into either a license agreement or Maple and Oak will research, develop, and commercialize novel cellular therapy a co-development and co-commercialization agreement product candidates and other immuno-oncology and immunology therapeutics, If Oak exercises an option with respect to Maple internally developed programs, the including, in particular, CAR and TCR product candidates parties will enter into an agreed form of a license agreement pursuant to which Oak Each party has certain options to obtain either exclusive license to develop and receives an exclusive, royalty-bearing license to develop and commercialize, at commercialize specific product candidates arising from specified types of programs Oaks cost, specified therapeutic program candidates directed to the targets of such conducted by the other party, or the right to participate in the co-development and co- Maple programs in the Oak Territories (1) commercialization of specified product candidates arising from such programs If Maple exercises its option with respect to product candidates arising in internally BCMA-directed product candidates are excluded from the Agreement developed Oak programs, the parties are obligated to enter into a co-development and co-commercialization agreement under which Maple bears 30% and Oak bears 70% The Agreement terminates in 2025, subject to a tail period to certain programs of global profits and losses The Agreement grants Oak an exclusive license with respect to Maples internally In addition to an upfront cash payment of $150MM, Oak is required to pay Maple an conducted programs additional upfront fee if Oak exercises its option for each of the CD19 and CD22 Maple retains the right to develop and commercialize product candidates arising from programs for $50MM each such programs in the US, Canada and Mexico, and for cellular therapy product In April 2016, Oak paid Maple $50MM in relation to the exercise of its option for the candidates, China (the Maple Territories and all other countries the Oak CD19 program Territories) Concurrent with signing, Maple agreed to sell 9.1MM shares to Oak at $93 / share, Oak may exercise its options on a program-by-program basis at various time points along with certain options (specified below) to purchase additional Maple shares at a through completion of certain clinical trials pre-determined pricing and exercise period structure In connection with the Agreement, Oak and Maple entered into a standstill agreement Overview of Select Oak Acquisition Rights Option Description First Acquisition Right (FAR) · Allows Oak to purchase up to 10% (or the amount permitted under the First Period Top Up Rights, if less) of shares outstanding post-purchase FAR Base Price (no premium) Annual Top-Up · FAR Exercise · Allows Oak to purchase up to 19.99% of shares outstanding post-purchase during 2019-2020 · If FAR Base Price less than $56, 50% premium (2) · If FAR Base Price is greater than $56, the premium over the FAR Base Price is the greater of 15% and $28 (3) · Second Acquisition Right (SAR) Allows Oak to purchase up to 19.99% (or the amount permitted under the Second Period Top Up Rights, if less) of shares outstanding post-purchase Annual Top-Up · SAR Base Price + 5% premium SAR Exercise · Allows Oak to purchase up to 30% of shares outstanding post-purchase during 2024-2025 · If SAR Base Price less than $84, 50% premium · If SAR Base Price is greater than $84, the premium over the SAR Base Price is the greater of 15% and $42 Notes 1. Subject to Oaks right to exercise an option for a specified number of programs, excluding the CD19 and CD22 programs, to co-promote such product candidates in the Maple Territories 2. 50% assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to 60%; per management guidance, assumes Opt-In Condition has been met for purposes of analysis 44 3. 15% and $28 assumes Opt-In Condition has been met; if Opt-In Condition has not been met, premium equal to the greater of 18% or $33.60; per management guidance, assumes Opt-In Condition has been met
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\44 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Biopharma Market Environment Last Twelve Months Share Price Performance Last Twelve Months; Re-based to 100 Mid-June : Late October: Nov 7: Dec 22: 170 Trump Administration Large Cap Previous Tax Bill Draft Executive Order Biopharma Maple Signed Leaks; Seen as release 3Q Board Favorable to Industry Earnings Discussion 160 150 45% 140 130 20% 120 19% 110 Share Price Performance Since L12M L6M L3M Nov. 7 4% NBI (1) 20% 3% (4%) 2% 100 (2) NBI Large Cap 4% (1%) (11%) 0% (3) XBI 45% 10% (0%) 3% 90 S&P 500 19% 10% 6% 3% Dec-16 Feb-17 Mar-17 May-17 Jun-17 Jul-17 Aug-17 Oct-17 Nov-17 Dec-17 (1) (2) (3) NBI NBI Large Cap XBI S&P 500 Source Capital IQ as of December 29, 2017 Notes 1. NASDAQ Biotechnology Index 2. NBI Large Cap Biotech includes Amgen, Biogen, Oak, Gilead 45 3. Equal weighted biotech index
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\46 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Biotech Acquisition Premiums Span a Wide Range Since 2011; Deals $5Bn-$20Bn Biopharma Public Precedent M&A Transactions Ultimate premium dictated by a Date Lead Stage of Aggregate Premium from Acquiror Price Performance (2) Announced Target Acquiror Product Development Price ($Bn) Unaffected (%) (1) 1-Day 6-Month (3) range of circumstances, including, 08/28/17 Kite Gilead Axi-Cel (KTE-19) Filed 11.1 29% 1% (0%) but not limited to: 01/09/17 Ariad Takeda Iclusig / Brigatinib Marketed / Filed 5.2 75% 0% 7% Level of strategic interest and competition for asset 08/22/16 Medivation Pfizer XTANDI Marketed 14.0 109% (0%) (12%) Risk appetite for acquiror / 05/16/16 Anacor Pfizer Crisaborole Phase 3 5.2 55% (0%) (10%) desire for risk mitigation by 11/02/15 Dyax Shire DX-2930 Phase 1 6.5 35% (2%) (14%) target 07/14/15 Receptos Celgene Ozanimod Phase 3 7.2 41% 1% (4%) Stock performance leading up to 05/06/15 Synageva Alexion Sebelipase Alfa BLA/MAA under review 8.4 136% (8%) 2% acquisition 02/23/15 Salix Valeant Xifaxan 550 Marketed 15.8 23% 15% 41% Market cycle 01/11/15 NPS Shire Gattex/Revestive Marketed 5.2 51% 0% 12% 12/08/14 Cubist Merck & Co. CUBICIN Marketed 9.5 37% 1% (4%) 08/24/14 InterMune Roche Esbriet Marketed 8.0 63% 0% (10%) 04/07/14 Questcor Mallincrokdt H.P Acthar Gel Marketed 5.6 27% 5% 42% 08/25/13 Onyx Amgen Kyprolis Marketed 9.7 44% 8% 7% 07/29/13 Elan Perrigo Tysabri Marketed 6.7 56% (6%) 10% 06/29/12 Amylin BMS / AstraZeneca GLP-1 Agonists Marketed 6.9 101% (0%) (15%) (5) 11/21/11 Pharmasset Gilead PSI-7977 Phase 3 11.1 89% (9%) 19% 05/02/11 Cephalon Teva Multiple Marketed 6.8 39% 4% (4%) 02/16/11 Genzyme Sanofi-Aventis Multiple Marketed 19.8 (4) 48% 3% 8% Mean 59% Median 50% 1st 4th Quartile uartile 37% 2nd 3rd Quartile uartile 50% Notes 1. Last trading date before transaction announcement or rumor 3rd 2nd Quartile uartile 78% 2. Net of S&P performance 3. For deals announced less than 6-months ago, represents Average of Top Quartile 97% performance up to most recent trading day 4. Represents upfront consideration only Source Public filings, Capital IQ 5. Represents BMY performance 46
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\47 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Maple vs. Certain Previously Acquired Biotech Assets Side by Side Comparison CAR-T expected to be a multi-billion dollar global market Maple opportunity shared by all three (2017) (2011) first movers Lead Product / JCAR017 (liso-cel) / NHL (DLBCL) Axi-Cel / NHL (DLBCL) PSI 7977 / HCV JCAR017 is not far behind Indication Kites clinical timeline, has Stage of Approved / 2017 US, 2018 EU demonstrated superior safety Ph.3 in comb. w Ribavirin / Targeted Development / Registration trial / US 2019, EU 2020 (Registration trial complete, BLA filed Launch date at Gilead approach)(4) U.S. FDA approval in 2014(6) and efficacy, and is focused on similar target markets (1) 3 Mo: ORR = 62% / CR = 46% Clinical Trial 6 Mo: ORR = 50% / CR = 46% (1) 3 Mo: ORR = 39% / CR = 33%(4) Antiviral activity with broad HCV Grade 3/4 CRS: 18% / Grade 3/4 genotype coverage. PoC in ph.IIb Data Grade 3/4 CRS: 1% / Grade 3/4 Neurotoxicity = 15% Neurotoxicity = 34%(4) PROTON, 91% SVR12 rate (6)(8) US, EU, Japan, South Korea, Target Markets Australia, JV in China US, EU, JV in China(4) Worldwide(6) Platform ï» Technology ï¼ (CAR T & TCR) ï¼ (CAR T & TCR) # Assets in the 3 HCV Clinical Assets (plus pre-Pipeline >10 (Pre-IND Ph II)(2) >10 (Pre-IND Ph II)(5) clinical / research stage candidates)(6) Manufacturing ++ + + Capabilities 2030E Rev. PoS / Non-PoS $6.4Bn / $23.4Bn(3) $5.8Bn / $12.5 Bn(4) $8.2Bn (management case)(7) Revenues ~ Revenue generating 3-years post $1Bn 2021E(3) 2020E(4) acquisition (2014), >$1Bn in 2015(7) Purchase Price $180 per share / $11.9Bn $137 per share / $11.1Bn (82% premium to 60-day VWAP) (85% premium to 60-day VWAP) Notes 1. Results from all dose levels in TRANSCEND study as of 5 Dec 2017 6. Gilead acquisition of Pharmasset presentation. 2. Maple company information SVR = sustained virologic response 3. Revenue figures based on base case financial forecast 47 7. Pharmasset schedule 14D-9; non-POS adjusted 4. Data from Kite Pharma schedule 14D-9 8. Equity research at time of transaction 5. Gilead acquisition of Kite Pharma presentation
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\48 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Precedent Share Price Movement Prior to Offer Period Last Six Month Share Price Performance(1) Maple(2) Maple L6M Performance 30 Aug 2017: FDA approval of Novartis CAR-T cell therapy, 1 Nov 2017: Announcement of 9-12 Dec 2017: Maple/Oak, Share Price (USD) Share Price (USD) Kymriah, the first FDA approval upcoming ASH presentations, 3Q BLUE/Oak and GILD/Kite release Vol. (MM) 70 for a CAR-T cell therapy financials and corporate update data at ASH 20 Current 45.71 28 Aug 2017: 60 Announcement of Gilead 21 Sep 2017: Pricing of $250MM 15 30 Day VWAP 48.34 50 acquisition of Kite follow-on offering Pharma for $11.9Bn 51% 60 Day VWAP 52.08 40 10 30 5 An offer of $86/share would imply a 88% premium to the current 20 0 share price Jun-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Volume Maple share price 28 Aug 2017: Definitive agreement Gilead / Kite(3) Kite L6M Performance Prior to Definitive Agreement 7-8 Aug 2017: Initiation of Axi-Cel for Gilead to acquire $180.00 / share Share Price (USD) Kite Pharma at Vol. (MM) 8 May 2017: 1Q results and corporate 6-7 June 2017: ASCO presentation CAR-T program in Europe. Submission Offer Price $180.00/share $11.9Bn 180 update incl. Axi-Cel BLA submission, reporting 73% CR in Ph. I ZUMA-3 of IND application for KITE-585, Anti- 20 (4) other candidates in clinical studies and trial, no dose limiting toxicities, ph. II BCMA CAR-T Therapy Candidate for 151% Premium to Current 29% follow-on offering initiation planned for 2017. Multiple Myeloma 15 Premium to 30 Day VWAP 50% Announcement of participation in two Premium to 60 Day VWAP 82% 120 upcoming investor conferences (June) 10 5 60 0 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Volume Kite share price 21 Nov 4 Nov 2011: Initiation of 2011: Gilead / Pharmasset(3) Pharmasset L6M Performance Prior to Definitive Agreement interferon-free ph. 3 program 30 Sep 2011: Definitive with PSI-7977 for HCV Share Price (USD) Release of 4 agreement Vol. (MM) $137.00 / share 6 Sep 2011: Offer Price submitted abstracts for Gilead to $11.1Bn 140 Announcement of 21 Oct 2011: Positive data 30 by AASLD acquire sustained virologic from Abbott: 90% SVR rate Premium to Current 89%(5) 8 June 2011: Announcement of 3 161% summarizing new Pharmasset response results from without a nucleotide in the 115 additional arms to ELECTRON trial 4 Aug 2011: Presentation of data on PSI-7977 at $137.00 / Premium to 30 Day VWAP 93% ph.IIb PROTON study combination 20 of PSI-7977 new data on PSI-7977 at share (PSI-7977) Premium to 60 Day VWAP 85% 90 AASLD 10 65 40 0 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Volume Pharmasset share price Notes 1. Date range represents 6-month period prior to current (Maple) or announcement of definitive agreement (Kite, Pharmasset) 2. Share price as of 12/29/2017 3. Information from 14D9 schedule and transaction press releases 4. Last trading day prior to merger agreement 48 5. Share price as of November 18, 2011 close
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\49 Project Maple FINANCIAL ANALYSIS REFERENCE MATERIALS Maple Capitalization Table Based on December 29, 2017 Share Price Share count data as of Maple Capitalization Maple Dilutive Securities Detail (2) December 18, 2017, as $MM except for per share data $MM except for per share data provided by Maple Number WAEP management Share Price as of 12/29/2017(1) $45.71 RSAs 0.3 Balance sheet data per Maple 3Q 2017 10Q Basic Shares Outstanding (2) 114.3 RSUs 1.6Dilution (2) 7.7 PSAs 0.3 -Fully Diluted Shares Outstanding 121.9 PSUs 1.3Equity Value $5,573 ISOs & NQs 11.2 $30.05 (2) 7.7 (-) Cash & Equivalents (3) 1,055.7 Total Dilution (-) JW Stake (4) 70.0 (+) Total Debt (5) 10.0 (+) Contingent Consideration (6) 24.9 (+) Success Payment Liabilities (7) 84.6 Aggregate Value $4,567 Notes 1. Closing price as of 12/29/17 per Capital IQ 2. As provided by Maple management; represents basic shares outstanding as of 12/18/2017; dilution calculated via the treasury stock method 3. Per Maple 3Q 2017 10Q; includes cash and cash equivalents as well as short and long-term marketable securities 4. Represents equity stake in JW Therapeutics (Shanghai); $70MM book value based on anti-dilution rights of 35% and $200MM series A valuation; per Maple management instruction 5. Per Maple 3Q 2017 10Q 6. The fair value of obligations from previous business combinations; per Maple 3Q 2017 10Q 7. Book values of FHCRC and MSK success payments as reported in Maple 3Q 2017 10Q; note that for purposes of DCF analyses, FHCRC and MSK 49 liability measured on the basis of associated and resulting DCF value per share
Maple Board Discussion Materials v21.pptx\30 DEC 2017\1:40 AM\51 Project Maple Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with a preliminary valuation for discussion purposes in connection with the proposed transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, tax structure is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley & Co. Limited, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 50