EX-99.2 10 ea128648ex99-2_panaceaacq.htm INVESTOR PRESENTATION, DATED AS OF OCTOBER 20, 2020

Exhibit 99.2

 

OCTOBER 2020

 

 

FORWARD LOOKING STATEMENTS AND DISCLAIMERS Page | 2 Disclaimer : This presentation (“Presentation”) has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Nuvation Bio, Inc. (“Nuvation Bio”) and Panacea Acquisition Corp. (“Panacea”) and the related transactions (the “Proposed Business Combination”) and for no other purpose. Neither the Securities and Exchange Commission (“SEC”) nor any securities commission of any other U.S. or non - U.S. jurisdiction has approved or disapproved of the Proposed Business Combination presented herein, or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. To the fullest extent permitted by law, in no circumstances will Panacea, Nuvation Bio or any of their respective subsidiaries, stockholders, affiliates, representatives, directors, officers, employees, advisers, or agents be responsible or liable for a direct, indirect, or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Neither Panacea nor Nuvation Bio has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Nuvation Bio or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Nuvation Bio and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. The information contained herein is as of October 19, 2020 and does not reflect any subsequent events. Forward Looking Statements : Certain statements included in this Presentation that are not historical facts are forward - looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “ see m,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding Nuvation Bio’s business strategy, cash resources, current and prospective product candidates, planned clinical trials and pre - clinical activities and potential product approvals, as well as the potential for market acceptance of any approved products and the related market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of the respective management teams of Nuvation Bio and Panacea and are not predictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nuvation Bio and Panacea. These forward - looking statements are subject to a number of risks and uncertainties, including the risk that the potential product candidates that Nuvation Bio develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; the risk that clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this Presentation; the risk that Nuvation Bio will be unable to successfully market or gain market acceptance of its product candidates; the risk that Nuvation Bio’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Nuvation Bio has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; the effects of competition on Nuvation Bio’s business; the risk that third parties on which we depend for laboratory, clinical development, manufacturing and other critical services will fail to perform satisfactorily; the risk that Nuvation Bio’s business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics, including the ongoing COVID - 19 pandemic; the risk that we will be unable to obtain and maintain sufficient intellectual property protection for our investigational products or will infringe the intellectual property protection of others; the potential inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of Panacea or Nuvation Bio is not obtained; the risk of failure to realize the anticipated benefits of the Proposed Business Combination; the amount of redemption requests made by Panacea’s stockholders, and those factors discussed in Panacea’s final prospectus dated June 30, 2020 under the heading “Risk Factors,” and other documents Panacea has filed, or will file, with the SEC, including a registration statement on Form S - 4 that will include a proxy statement/prospectus. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither Panacea nor Nuvation Bio presently know, or that Panacea or Nuvation Bio currently believe are immaterial, that could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect Panacea’s and Nuvation Bio’s expectations, plans, or forecasts of future events and views as of the date of this Presentation. Panacea and Nuvation Bio anticipate that subsequent events and developments will cause Panacea’s and Nuvation Bio’s assessments to change. However, while Panacea and Nuvation Bio may elect to update these forward - looking statements at some point in the future, Panacea and Nuvation Bio specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing Panacea’s and Nuvation Bio’s assessments of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. Additional Information and Where to Find It : This Presentation relates to a proposed transaction between Nuvation Bio and Panacea. This presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, Panacea intends to file relevant materials with the SEC, including a registration statement on Form S - 4, which will include a proxy statement/ prospectus. Promptly after the registration statement is declared effective by the SEC, Panacea will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. Investors and security holders of Panacea are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the transaction that Panacea will file with the SEC when they become available because they will contain important information about Panacea, Nuvation Bio and the transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Panacea with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). The documents filed by Panacea with the SEC also may be obtained free of charge at Panacea’s website at panacea.ecor1cap.com or upon written request to 357 Tehama Street, Floor 3, San Francisco, CA 94103. Participants in Solicitation : Panacea, Nuvation Bio and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Panacea’s shareholders in connection with the proposed transaction. Information about Panacea’s directors and executive officers and their ownership of Panacea’s securities is set forth in Panacea’s Definitive Prospectus filed with the SEC on June 30, 2020. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. Trademarks : This Presentation contains trademarks, service marks, trade names, and copyrights of Panacea, Nuvation Bio, and other companies, which are the property of their respective owners. Non - Solicitation : This Presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Panacea, the combined company or Nuvation Bio, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 

 

▪ Tackling the greatest unmet needs in oncology ▪ Experienced biotech leadership team led by David Hung, which successfully developed major oncology drugs including Xtandi ( $ 3 . 7 B in 2019 sales) and Talzenna ▪ Broad & validated wholly - owned pipeline with strong IP protection — Up to 6 INDs in 6 years — First IND Submitted Sept. 2020 — Phase 1/2 GBM FPI by Q1 2021 — Potential for accelerated pathways in multiple programs ▪ Leveraging and improving upon validated drug mechanisms ▪ Best - in - class profiles vs . competitors Page | 3 NUVATION BIO – SUMMARY

 

 

Pag e | 4 DAN WELCH Former Chairman and CEO, InterMune ROBERT BAZEMORE CEO, Epizyme KIM BLICKENSTAFF Executive Chairman and Director, Tandem Diabetes Care MICHELLE DOIG Partner and Head of Corporate Development, Omega Funds Kate FALBERG Former CFO, Jazz Pharmaceuticals CLAUDIO NESSI, Ph.D . Investment Committee, Omega Funds W. ANTHONY VERNON Former CEO, Kraft Foods Group NUVATION MANAGEMENT TEAM L E A D E R S H I P T E A M DAVID HUNG, M.D.* Founder, President and Chief Executive Officer SERGEY YURASOV, M.D., Ph.D. Chief Medical Officer GARY HATTERSLEY, Ph.D. Chief Scientific Officer THOMAS TEMPLEMAN, Ph.D. SVP of Pharmaceutical Operations and Quality STACY MARKEL SVP of Human Resources B O A R D O F D I R E C T O R S * Also on the Board of Directors

 

 

DEEP PIPELINE IN MULTIPLE ONCOLOGY INDICATIONS Best - in - class wholly - owned pipeline with potential for exponential value appreciation Program Product Ca n d id ate Potential Indication(s) Preclinical Phase 1 Next Milestone CDK 2/4/6 NUV - 422 High - grade Glioma Metastatic Brain Tumors ER+ MBC mCRPC 1Q21 FPI for Phase 1/2 GBM Study 1H22 Initiate Phase 1 Metastatic Brain Tumors 2H22 Initiate Phase 1 ER+ mBC Study 4Q22 Initiate Phase 1 mCRPC Study BET NUV - 868 Acute Myeloid Leukemia ` 1H22 Initiate Ph1 in AML Wee1 NUV - 569 Pancreatic Cancer 3Q22 Initiate Ph1 Pancreatic Study A2A NUV - 1182 IO Combination Study 4Q22 Initiate Ph1 D ru g - D r ug C on j u gate (DDC) Platform DDC1 (PARP – AR) Prostate Cancer 2H22 Nominate First DDC DDC2 (PARP – ER) Breast Cancer and Ovarian Cancer DDC3 Undisclosed Discovery Stage DDC4 Undisclosed Pag e | 5

 

 

GBM ER+ mBC mCRPC Metastatic Brain Tumors 1Q21 FPI 1H22 Initiate Ph1 2H22 Initiate Ph1 4Q22 Initiate Ph1 NUV - 422 | CDK 2/4/6 Inhibitor

 

 

CDK2 DRIVES RESISTANCE TO CDK4/6 INHIBITORS Tumors respond to CDK4/6 inhibition by signaling through CDK2, driving resistance Selectively targeting CDK2 in addition to CDK4/6 may prevent or reverse resistance Addressing Resistance CDK4/6 Inhibitors Three approved CDK4/6 inhibitors CDK4/6 class achieved revenues > $6B in 2019 class expected to grow to ~$14B in 2025 TUMOR GROWTH SIGNALING No Pharmacological Intervention CDK2 CDK 4 /6 CDK 4 /6 CDK2 TUMOR GROWTH SIGNALING In Presence of First Generation CDK4/6 Page | 7

 

 

NUV - 422 has good drug - like properties 1 st Generation CDK 4 CDK 6 CDK 2 2 2 10000 4 2 2470 2 10 504 CDK 1 10000 10000 1627 2 nd Generation CDK 4 CDK 6 CDK 2 CDK 1 PF - 06873600 2 4 0.3 2 NUV - 422 2 1 7 73 NUV - 422: POTENT INHIBITOR OF CDK2/4/6 ▪ Target selectivity ▪ Good oral PK ▪ Good CYP profile ▪ Scalable manufacturing process DRIVES EFFICACY CAUSES TOXICITY Page | 8 IC 50 (nM)

 

 

Pag e | 9 With loss of p16 and p21 (via loss of p14) CDK2/4/6 is activated p14 and p16 are products of the CDKN2A gene CDKN2A ROLE IN PRIMARY HIGH - GRADE GLIOMAS CDKN2A Gene CDKN2A Deletion is Associated With Worse Survival (1) CDK2 Expression Is Associated With Lower Overall Patient Survival (2) (1) Appay et al., 2020 (2) Wang et al., 2016

 

 

▪ NUV - 422 inhibits tumor growth far better than SOC temozolomide in glioblastoma xenograft model NUV - 422 PRECLINICAL TUMOR INHIBITION IN GBM MODEL Tumor Volume 0 5 10 15 20 25 0 200 400 600 Da y s Tumor Volume (mm 3 ) Vehicle NUV - 422 10mpk, PO, QD NUV - 422 30mpk, PO, QD NUV - 422 60mpk, PO, QD NUV - 422 60mpk PO, QoD Temozolamide 1mpk PO, 5X/WK Vehicle Temozolomide 1 mg/kg NUV - 422 10 mg/kg QD NUV - 422 60 mg/kg QOD NUV - 422 30 mg/kg QD NUV - 422 60 mg/kg QD Page | 10

 

 

HIGH CONCENTRATIONS OF NUV - 422 IN THE BRAIN Page | 11 Dose ( mg/ k g ) Brain Conc (nM) Plasma Conc (nM) Brain / P la s m a Ratio 30 4096 375 11 100 5827 506 12 NUV - 422 Concentration Six Hours Post Dose (Rat) ~12X Higher Exposure in Brain vs Plasma

 

 

Ph2 Dose Expansion in CDKN2A Deleted Patients Ph1 Dose - Escalation in Unselected Population Select RP2D Page | 12 Cohort…. n Cohort 4 Cohort 3 Cohort 2 Cohort 1, 25 mg QD EXPANSION COHORT 1 CDKN2A deleted relapsed/refractory high - grade glioma (up to 40 pts) with measurable disease O B J E C T I V E S Safety and Tolerability ORR DoR, PFS, OS PK/PD O B J E C T I V E S Safety and Tolerability Determine RP2D PK, food effect EXPANSION COHORT 2 CDKN2A deleted relapsed/refractory high - grade glioma (up to 10 pts) eligible for surgery (window of opportunity) NUV - 422 - 02: SEAMLESS PHASE 1/2 TRIAL DESIGN

 

 

Tumor Types with Brain Mets Breast Colon NSC L C Melanoma CDKN Deleted Solid Tumors (e.g., pancreas) ▪ Potent, low nanomolar IC 50 s seen in tumor types that commonly metastasize to brain Cell Proliferation (IC 50 nM) 0 250 500 750 1 , 000 1 , 250 1 , 500 1 , 750 2 , 000 BEYOND PRIMARY BRAIN TUMORS, ADDITIONAL NUV - 422 OPPORTUNITIES IN TUMORS WHICH METASTASIZE TO BRAIN Melanoma Lung can c er Renal Cancer Le u k emia Page | 13

 

 

CDK INHIBITORS DOMINATE THE ER+ BREAST LANDSCAPE $8B Surgery & Radiation Adjuvant Therapy 1L Metastatic 2L+ Metastatic Salvage Tx Hospice $25B Page | 14 ~500K Patients Annually $4B Positive Ph3 Data from MONARCH - E trial for abemaciclib at ESMO20 suggests role for CDK4/6 inhibitors in adjuvant ER+ breast cancer Market Size

 

 

NUV - 422 IS SUPERIOR TO FULVESTRANT IN XENOGRAFT MODEL OF ER+ METASTATIC BREAST CANCER Page | 15 Tumor Volume

 

 

Complete Re sponses 0% 0% 10% 40% DEEP TUMOR REDUCTIONS OBSERVED IN ENZALUTAMIDE - RESISTANT PATIENT - DERIVED XENOGRAFT PROSTATE MODEL Tumor Volume (Day 39) Page | 16

 

 

Drug - Drug Conjugate (DDC) Platform DDC1 [PARP - AR] (mCRPC) 2H22 Nominate DDC DDC2 [PARP - ER] (Ovarian/Breast Cancers) DDC3 - undisclos ed DDC4 - undisclos ed

 

 

THE DRUG - DRUG CONJUGATE (DDC) PLATFORM IS A REVOLUTIONARY ADVANCE BEYOND ADCs Page | 18 Antibody Drug Conjugate Drug - Drug Conjugate Drug - Drug Conjugates x Tissue - selective targeting improves therapeutic index vs. untargeted warhead x Oral x Binds intracellular and cell membrane targets x Highly cell permeable x Simple and inexpensive to manufacture A n tib o d y - D ru g Conjugates x Improves therapeutic index vs. untargeted warhead IV delivery Limited to cell - surface targets Complex and expensive manu f acturing

 

 

DRUG - DRUG CONJUGATES ARE DESIGNED TO BIND TWO DIFFERENT TARGETS SIMULTANEOUSLY Drug Target X Page | 19 Drug Target Y Drug X Drug Y Drug Target X Drug Target Y Fuse Binding Domains Drug X Drug Y

 

 

NUV - 1156: NUVATION BIO HAS CREATED DRUG - DRUG CONJUGATES THAT TARGET AR AND PARP P ARP Page | 20 AR L y n pa r za Xtan d i P ARP AR Fuse Binding Domains Lynparza Xtandi Two Separate Drugs / Two Separate Targets PARP Inhibitory Warhead AR Targeting Small Molecule

 

 

NUV - 1156: EXPLOITS LOW AR EXPRESSION IN KNOWN SITES OF PARP - RELATED TOXICITY (BONE MARROW AND GI TRACT) Bone Marrow Duo d en u m Small Intestines Colon T estis P r osta t e Epididymis Seminal Vesicle Fallopian Tube Breast Cervix, Uterine Endometrium Androgen Receptor Expression Level SCORE High Me di um L o w N o t De t ec t ed Enables larger therapeutic index No AR Expression in gut or bone marrow, the organs associated with PARP toxicity Page | 21

 

 

NUV - 1156 DDC POTENTLY KILLS PROSTATE CANCERS RESISTANT TO CURRENT STANDARD OF CARE NU V - 1 15 6 O l ap a rib En za lu ta m ide Olaparib + Enzalutamide NUV - 1156 + Enzalutamide NUV - 1156 + DHT 10 1 0.6 0.4 0.2 0.0 20 30 22 R V1 IC 50 (uM) CELL P R OLIFER A TION IC 50 (nM) >30,000 7844 + 6152 NUV - 1156 (PARP x AR DDC) 201 Page | 22

 

 

CURRENT APPROVED PARP INHIBITORS HAVE HIGHER EFFICACY IN HR - DEFICIENT VS. HR - PROFICIENT TUMORS >$7B IN 2025 PROJECTED SALES HR - DEFICIENT (HRD) 1/3 OF TU MO R S HR - PROFICIENT (HRP) 2/3 OF TU MO R S 2000 0 4000 10000 8000 6000 IC 50 (nM) HR deficient HR proficient Prostate cancer TNBC TNBC TNBC NUV - 1156 Page | 23

 

 

Page | 24 NUV - 1156 KILLS ENZALUTAMIDE - RESISTANT PROSTATE CANCER CELLS BUT SPARES HEALTHY GUT TISSUE IN VITRO 0 . 3 uM 0 5000 15000 10000 30000 IC50 (nM) NUV - 1156 Olaparib Enzalutamide 22RV1 PROSTATE CELLS (CANCER CELLS) IEC - 6 RAT GUT EPITHELIAL CELLS (HEALTHY TISSUE) APPROVED PARP INHIBITORS HAVE HIGH RATES OF GI TOXICITY Source: Lynparza Label

 

 

~600K Men Annually Surgery & Radiation Androgen Deprivation Tx Combined Androgen Blockade Non - Metastatic CRPC 1L mCRPC R/R mCRPC Salvage Tx / Hospice ▪ Erectile Dysfu n ct i on ▪ Urinary and Fecal Incontinence ▪ Invasive Surgical Risk THE ONLY POTENTIALLY CURATIVE PROCEDURE FOR PROSTATE CANCER IS SURGICAL PROSTATECTOMY/RADIATION ABLATION Side Effects of Standard of Care Page | 25 $15B Market Opportunity No Approved Therapies

 

 

▪ NUV - 1156 has the potential to kill prostate cancer with unprecedented specificity, sparing blood vessels and nerve cells ▪ Potentially allows men to avoid surgical prostatectomy/radiation ablation VISION: USE PROSTATE SPECIFIC DDC TO ACHIEVE A NERVE/BLOOD VESSEL - SPARING “PHARMACOLOGICAL PROSTATECTOMY” 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Surviving Cells of All Types Pr o s tate Blood Vessel Ne rve Page | 26 No Cell Killing of Healthy Nerves or Blood Vessels

 

 

ER PROTEIN EXPRESSION IS LIMITED TO FEMALE SEX ORGANS; LOW EXPRESSION IN SITES OF PARP - RELATED TOXICITY Bone Marrow Duodenum Small Intestines Colon Smooth Muscle Fallopian Tube Breast Vagina Cervix, Uterine Endometrium Estrogen Receptor Expression Level SCORE High Me di um L o w N o t De t ec t ed Enables larger therapeutic index Low ER Expression in gut or bone marrow, the organs associated with PARP toxicity Page | 27

 

 

NUV - 1176, AN ER - TARGETED DDC, POTENTLY KILLS BOTH HR - D AND HR - P ER+ BREAST CANCERS WITHOUT KILLING HEALTHY GUT TISSUE IEC6 0 . 3 uM ER+ TUMOR CELL LINES H EA L T H Y TISSUE ER+ Breast cancer ER+, HER2+ Breast cancer ER+ Breast cancer ER+ Breast cancer N UV - 1 17 6 HR Deficient Page | 28 HR Proficient

 

 

NUV - 868 | BET AML 1H22 Initiate Ph1 Study

 

 

NUV - 868 IS A MORE SELECTIVE BD2 INHIBITOR BRD4 Affinity BD2 BD1 Selectivity NUV - 868 2 2920 1460x ABBV - 774 1.05 340 234x CPI - 0610 17 85 5x ABBV - 075 7 27 3.9x MK - 8628 17 26 1.5x INCB - 57643 59 81 1.4x BET inhibitors have historically targeted BD1 and BD2 non - selectively, causing GI toxicity and thrombocytopenia Selective BD2 vs BD1 inhibition can improve tolerability but has been difficult to achieve Selective BD2 inhibitors have the potential to block many oncogenes, including c - myc BD1 BD2 LESS BD2 SELECTIVE MORE BD2 SELECTIVE Page | 30

 

 

▪ NUV - 868 demonstrates striking anti - tumor activity in two AML xenograft models NUV - 868 PRECLINICAL ANTI - TUMOR ACTIVITY IN AML MODELS MV - 4 - 11 Kasumi - 1 0 6 0 0 12 0 0 18 0 0 24 0 0 Tumor size (mm 3 ) 0 3 6 9 1 2 1 5 1 8 2 1 Days V e h i c l e 10 mg/kg 20 mg/kg 5 mg/kg 0 Page | 31 2 5 0 5 0 0 7 5 0 1 0 0 0 0 3 6 9 1 2 1 5 1 8 2 1 Days V e hi c l e 10 mg/kg 20 mg/kg 5 mg/kg

 

 

Page | 32 BD2 SELECTIVITY AVOIDS THE GUT TOXICITY OBSERVED WITH HISTORICAL BET INHIBITORS NUV - 868 (BD2 Selective) Avoids GI Toxicity ABBV - 075 (Dual BD1 / BD2) V ehi c le NUV - 868 30 mg/kg BID Treatment of mice for 10 days with BD 2 selective compound NUV - 868 shows no evidence of goblet cell loss Vehicle ABBV - 075 A non - selective inhibitor (ABBV - 075) leads to marked reduction in rat small intestine goblet cells (1) (1) Faivre et al 2020 Nat 578

 

 

Dose (mg/kg) RBC (10 6 /ul) PLT (10 3 /ul) NEUT (10 3 /ul) LYM (10 3 /ul) RET (10 9 /L) Vehicle - 10.4 842 0.20 7.45 361 NUV - 868 5 9.6 893 0.19 3.98 438 NUV - 868 10 10.2 1290 0.15 5.53 463 NUV - 868 20 10.2 1460 0.07 5.93 505 Page | 33 MV 4 - 11 AML Xenograft Hematology Panel 24 - hours post final dose on Day 21 ▪ While most non - selective BET inhibitors cause thrombocytopenia, NUV - 868 reverses platelet suppression associated with untreated tumor burden NUV - 868 REVERSES PLATELET SUPPRESSION IN AML

 

 

NUV - 569 | W ee1 Pancreatic Cancer 3Q22 Initiate Ph1

 

 

Wee1 INHIBITOR OVERVIEW Tumors Activate Their Wee1 Checkpoint Page | 35 Arrest Their Own Replication Giving Them Time to Fix Their Damaged DNA Then Turn Off Their Own Wee1 TUMOR GROWTH Wee1 Inh i b it or TUMOR DEATH r a d iatio n replicate bad DNA Wee1 inhibitors force tumors to replicate damaged DNA before it can be repaired Replicating damaged DNA is lethal for cancer Wee1 inhibitors may potentiate any therapy that causes DNA damage (chemotherapy or radiation)

 

 

Page | 36 Pancreatic Cancer (3) • Combo with gemcitabine • Phase 2 (n): 34 • Median OS of 21.7 months (4) Uterine Serous Carcinoma (2) • Monotherapy • Phase 2 (n): 27 (21 evaluable) • ORR: 30% Ovarian Cancer (1) • Combo with carboplatin • Phase 2 (n): 24 (21 evaluable) • ORR: 43% PROMISE OF EXISTING Wee1 INHIBITORS LIMITED BY SAFETY SAFETY ISSUES WITH EXISTING Wee1 INHIBITORS Dosing and Combination Challenges with AZD1775 ▪ Potent inhibitor of PLK1, which contributes to bone marrow toxicity and GI toxicity ▪ Inhibits liver enzyme CYP3A4, which is responsible for elimination of drug and drug metabolites from the body ▪ Tolerability issues prevent continuous dosing (1) https://ascopubs.org/doi/full/10.1200/JCO.2016.67.5942 (2) https://sgo.confex.com/sgo/2020/meetingapp.cgi/Paper/15031 (3) https://pubmed.ncbi.nlm.nih.gov/31398082/#&gid=article - figures&pid=fig - 2 - uid - 1 (4) Versus 11.9 to 13.6 moths observed in a prior clinical trial AZD1775, a third - party Wee1 inhibitor, has shown partial responses in uterine serous carcinoma, ovarian and pancreatic cancer Efficacy

 

 

NUV - 569 – HIGHLY POTENT AND SELECTIVE = LESS TOXICITY Page | 37 Compound Wee1 PLK1 IEC6 NUV - 569 7 687 2362 AZD1775 4 15 251 IC 50 (nM) ▪ PLK1 is a ubiquitous cell kinase that may be responsible for gut and bone marrow toxicity ▪ NUV - 569 is highly potent against Wee1 but avoids PLK1 unlike AZD1775 ▪ 10X reduced potency on rat gut epithelial cells (IEC6), relative to AZD1775, suggests these new compounds have significantly improved tolerability

 

 

▪ NUV - 569 shows strong synergy with standard - of - care gemcitabine and radiation ▪ In - vivo xenograft tumor models ongoing NUV - 569 INCREASES IN VITRO KILLING OF PANCREATIC CANCER CELLS BY CHEMO AND/OR RADIATION 0% 40% 30% 20% 10% 50% 60% 70% 80% 90% 100% % C e l l K i l l i n g NUV - 569 + Gem + IR (3Gy) NUV - 569 + Gem IR (3Gy) Gem + NUV - 569 + NUV - 569 & Gem Page | 38

 

 

UPCOMING CATALYSTS C O N F I D E N T I A L 1H21 2H21 1H22 2H22 1H23 Dose First Patient in Ph1 GBM Study Initiate Ph1 in Metastatic Brain Tumors Initiate Ph1 in ER+ mBC Initiate Ph 1 in mCRPC Present PFS Data from Ph1 GBM Study CDK2/4/6 B E T W ee 1 A2 A Submit IND Initiate Ph1 in Acute Myeloid Leukeima Submit IND Initiate Ph1 in Pancreatic Cancer Initiate Ph1 (4Q) DDC1 PARP - AR Page | 39 Nominate First DDC DDC2 PARP - ER

 

 

Page | 40 • Broad and validated wholly - owned pipeline with strong IP protection o Up to 6 INDs in 6 years • Multiple drug lead candidates addressing large markets with blockbuster drug sales potential • Leveraging and improving upon validated drug mechanisms • Focused on best - in - class profiles vs. competitors • Experienced biotech leadership team with multiple oncology drug approvals SUMMA R Y Merger with Panacea and PIPE proceeds results in a leading oncology biotechnology company with more than $850 million in cash resources (1) enabling a world - class drug development team to rapidly pursue clinical development of multiple portfolio therapeutic candidates (1) Figure assumes no redemptions.

 

 

Transaction Summary

 

 

Page | 42 ▪ Business Combination and concurrent equity financings announced October 21, 2020 ▪ Transaction closing expected in 1Q 2021 TRANSACTION SUMMARY T r a n s a c t i o n S t r u c t u r e More than $850M pro forma cash (1)(2) $500M equity financings concurrent with the business combination, including $25M Forward Purchase Agreement committed by EcoR1 $20M committed by David Hung, Founder and CEO of Nuvation $144M cash in trust Panacea Acquisition Corp (2) $239M of cash on balance sheet from Nuvation V a l u a t i o n Pre - money equity value of $1.5 billion C a p i t a l S t r u c t u r e David Hung, Founder and CEO of Nuvation, will receive 100% of Class B Common Stock having an approval right on any proposed change in control transaction David Hung will have the right to appoint three directors plus at least 50% of any directors beyond seven V o t i n g R i g h t s (1) Figure is net of estimated transaction costs. (2) Figure assumes no redemptions.

 

 

27% 22% 8% 42% PRO FORMA EQUITY OWNERSHIP ($M, EXCEPT SHARE AND PER SHARE DATA) Sources Panacea Trust Equity (1) $144 Estimated Cash Contributed from Balance Sheet (2) 239 Proceeds from Concurrent Equity Financings 500 Equity Consideration to Existing Nuvation Shareholders 1 , 5 00 Total Sources $ 2 , 38 3 Uses Equity Consideration to Existing Nuvation Shareholders $1,500 Estimated Nuvation Cash Post - transactions 861 Estimated Payment of Transaction Expenses 22 Total Uses $ 2 , 38 3 Pro Forma Valuation Share Price $ 1 0 . 0 0 Pro Forma Basic Shares Outstanding (2)(3)(4)(5)(6)(7) 218 Equity Value $ 2 , 18 0 Plus Debt — Less: Cash ( 861) Enterprise Value $ 1 , 31 9 Pro Forma Ownership (Basic) (2) Note: The sources and uses of funds presented herein are forward - looking statements and reflect Panacea’s current plans and expectations regarding financing for the business combination. The Company may elect to obtain additional financing, including the sale of additional debt or equity, or alternative financing on different terms in connection with the business combination in which case the information presented herein may change. Due to rounding, numbers presented may not add up precisely to the totals indicated. (1) As of 6/30/20. Assumes no redemption from Panacea’s existing public shareholders. (2) Assumes 2 nd tranche of Series A investment has been received prior to closing. (3) Pro forma share count includes 14.4 million Panacea public common shares, .488 million private placement shares, 3.6 million founder shares, 50.000 million shares from concurrent equity financings and 150 million shares issued to Nuvation’ s existing shareholders. Assumes no redemptions by Panacea’s existing public shareholders. Does not include Nuvation unvested stock options or equity incentive pool (4) Excludes the impact of Panacea warrants. (5) Assumes new shares are issued at a price of $10.00. (6) Does not include the effect of 4.954 million Panacea warrants and 0.833 million forward purchase agreement warrants. (7) Does not include 3.880 million options issued and outstanding. (8) Includes 2.000 million shares from participation in the concurrent equity financings. (9) Includes 3.594 million founder shares. David Hung (5)(8) Existing Nuvation Shareholders (5) Panacea Investors (9) Equity Financing Investors (5) Page | 43

 

 

▪ Proven Management Team ▪ Best - in - class Therapies ▪ Multiple Avenues for Growth ▪ Strong Balance Sheet STRONG INSTITUTIONAL INVESTOR SUPPORT NUVATION BIO + PANACEA: STRONG STRATEGIC RATIONALE $144M in trust + equity financing STRONG INSTITUTIONAL INVESTOR SUPPORT Page | 44

 

 

PANACEA MANAGEMENT’S PROVEN TRACK RECORD L E A D E R S H I P T E A M B O A R D O F D I R E C T O R S OLEG NODELMAN Chief Executive Officer SCOTT PERLEN Chief Financial Officer SCOTT PLATSHON Chief Operating Officer CAROLINE STOUT Chief Investment Officer DAN BRADBURY Co - Founder and Chairman, Equillium GRAHAM COOPER Prior CFO and COO, Assembly Biosciences FAHEEM HASNAIN Co - Founder and Chairman, Gossamer Bio SHALINI SHARP Chief Financial Officer, Ultragenyx EcoR1 Venture Companies • Panacea’s Board has generated over $10 billion in value for investors • Involved with the development of over 25 FDA approved drugs PROVEN TRACK RECORD Page | 45

 

 

Page | 46 HISTORY OF PICKING WINNERS 400 300 200 100 0 500 700 600 800 900 1,000% Ma r - 13 J a n - 14 No v - 14 S e p - 15 Jul - 16 Ma y - 17 Ma r - 18 J a n - 19 No v - 19 S e p - 20 Eco R 1 NBI S&P Note: Past performance is not necessarily indicative of future results. Source: Capital IQ and EcoR1, LLC Capital through August 2020 3/1/13 – EcoR1 Founded Returns Annualized Cumulative EcoR1 35% 866% NBI 15% 185% S&P 14% 169%

 

 

Page | 47 0.00 25.00 50.00 75.00 (Pri ce) $100.00 December - 04 November - 08 October - 12 September - 16 MEDIVATION: THE MOST SUCCESSFUL BIOTECH SPAC IN HISTORY 12/17/04 – Merged with Orion Acq. Corp II at market cap of ~$3M ($0.39/sh (1) ) $14.3B Acquisition by Pfizer (1) Reverse split adjusted for two - for - one splits implemented on 9/21/12 and 9/16/15. MEDIVATION RAISED $433M TOTAL TO RETURN $14.3B 2012 $1 48 2013 $5 45 2014 $1,254 2015 $2,101 2016 $2,332 SALES