Filed by Vertex Pharmaceuticals Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Aurora Biosciences Corporation
Commission File Number: 000-22669
The following communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 about Vertex Pharmaceuticals Incorporated and Aurora
Biosciences Corporation. While the management of Vertex and Aurora make their
best efforts to be accurate in making forward-looking statements, any such
statements are subject to risks and uncertainties that could cause actual
results to vary materially. The forward-looking statements herein address the
following subjects: the expected closing date of the merger between Vertex
and Aurora, the belief that Vertex's Chemogenomics strategy (i) will
accelerate drug discovery in gene families and (ii) has the potential to
deliver dramatic and sustained increase drug discovery output, the expected
number of new drug candidates in the future, including the annual rate of new
drug candidates and Vertex's future drug development capabilities, the
expected development schedule/goals of Vertex's current drug candidates, the
belief that Vertex's kinase inhibitor has potential in diabetes, the belief
that Vertex's Pralnacasan has potential in osteoarthritis, heart failure and
stroke, the expected benefits of the merger between Vertex and Aurora
including creating a competitive advantage in product development and
expending Chemogenomics into multiple target classes and Vertex's expectation
of achieving the following milestones in 2001: (i) sign additional corporate
alliances, (ii) acquire complementary capabilities, products and technologies
and (iii) continue to build intellectual property estate.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: costs
related to the merger, failure of Vertex's or Aurora's stockholders to
approve the merger, the risk that the expected benefits of the merger may not
be realized, third parties may terminate or alter existing contracts with
Aurora if the required consents and waivers are not obtained or, in some
cases, without cause, risks associated with Aurora's new and uncertain
technology, the risk Vertex will not successfully develop its drug pipeline,
the risk Vertex is unable to attract and retain collaborative partners for
research support and the development and commercialization of its products,
the risk Vertex does not obtain regulatory approval for its products on a
timely basis, the risk Vertex loses its technological advantages, the risk
Vertex fails to manage its growth effectively, the risk Vertex's competitors
bring superior products to market or bring their products to market before
Vertex does, and if Vertex patents do not protect its products, or Vertex's
products infringe third-party patents, Vertex could be subject to litigation
and substantial liabilities. For a more detailed discussion of such factors
and other factors that may impact on such statements' accuracy, see the "Risk
Factors" section of the definitive joint proxy statement/prospectus regarding
the proposed merger as filed with the Securities and Exchange Commission.
********************
THE FOLLOWING IS THE TEXT OF SLIDES FROM A SLIDE SHOW PRESENTATION PRESENTED
TO INVESTORS AND OTHERS ON JUNE 13, 2001
Vertex Pharmaceuticals Incorporated
Goldman Sachs 22nd Annual
Healthcare Conference
Vicki Sato, Ph.D., President
Lynne Brum, VP, Corp Comm.
and Market Development
June 13, 2001
www.vrtx.com
VERTEX:
SETTING THE STANDARD FOR DRUG DISCOVERY
[PICTURE] - Mission: Discover, develop and market
breakthrough drugs to treat major
diseases
- Facts and Figures:
- Established: 1989; Public: 1991
- 475 employees (Q1 `01)
- Facilities: Cambridge, US and
Oxford, UK
- Common stock: NASDAQ: VRTX
VERTEX: KEY ATTRIBUTES
- Productive drug discovery:
- chemogenomics platform
[PICTURE]
- Broad clinical pipeline:
- 12 drugs in development
- Agenerase(R):
- rolling out worldwide
[PICTURE]
- Drugs to market
- independently & with pharmaceutical partners
- Financially strong
- approximately $685 million cash
VERTEX ACCOMPLISHMENTS: YEAR-TO-DATE
- Expanded research into a new gene family: human proteases
- Advanced pipeline
- VX-175/GW433908: GSK began third Phase III clinical trial
- Merimempodib (VX-497): Completed Phase II combination study with
IFN-(alpha)
- VX-745 and pralnacasan (VX-740): Initiated Phase II studies in
rheumatoid arthritis
- Aurora Biosciences: Expect July closing
BUILDING AN INFECTIOUS DISEASE FRANCHISE
HIV Protease Inhibitor, Agenerase(R)
[PICTURE] - Marketed in U.S. & Japan (Prozei-TM-) and other countries
- E.U. approval, approval in 33 countries worldwide
- Co-promotion with GlaxoSmithKline
- Fast follow-on product, VX-175/908, NDA 2002
Agenerase(R)is a registered
trademark of GlaxoSmithKline
Prozei-TM- is a registered
trademark of Kissei
Pharmaceuticals
FINANCIAL OVERVIEW
Q1 2001 Results
March 31, 2001
Total revenue $ 19.1 MM
Total costs and expenses $ 27.9 MM
Net loss $ 8.9 MM
Net loss per basic and diluted share $ 0.15
Cash $ 685 MM
MOVING THE BUSINESS FORWARD, CREATING VALUE
- Vitality in drug discovery
- Aurora Biosciences acquisition
- Broad and deep clinical pipeline
- Robust business model
VERTEX 2.0: RE-CREATING DRUG DISCOVERY
- Chemogenomics strategy will
accelerate drug discovery in gene families [PICTURE]
- Potential to deliver a dramatic
and sustained increase in drug discovery output
- Integration of new technologies and capabilities [PICTURE]
VERTEX DRUG DISCOVERY PLATFORM
Highly Integrated Approach
X-ray/NMR
[AURORA LOGO] High Through Computational Chemistry
Screening & Modeling
[PICTURE]
Enzymology DRUG Combinatorial & Medicinal
Chemistry
CANDIDATE
Molecular & Cellular Pharmacology, Animal
Biology Models & Toxicology
Genomics
[AURORA LOGO] Deltagen [DELTAGEN AND INCYTE LOGOS]
VERTEX RESEARCH PIPELINE:
5 OR MORE NEW DRUG CANDIDATES IN 2001
Molecular Target Potential Disease Partner
Indications
-----------------------------------------------------------------------------------------
Kinases Epilepsy, Stroke Novartis
Kinases Cancer, Autoimmune Novartis
Kinases Diabetes, Inflammation Novartis
Caspases Neuro diseases Taisho / Serono
Caspases Cardio diseases Taisho / Serono
HCV Protease HCV Eli Lilly
HIV Protease HIV GSK
Bacterial Gyrase Bacterial infections
Neurophilins CNS Schering AG
DEMONSTRABLE PROGRESS IN DRUG DISCOVERY
- New, Vertex-generated data in several areas:
- HCV protease inhibitors for Hepatitis C treatment
- Gyrase B inhibitors for new antibiotics
- Kinase inhibitors for cancer, diabetes, and cardiovascular disease
- Next gene family: human proteases
VERTEX COMPOUNDS ARE POTENT IN SURROGATE CELLULAR HCV REPLICATION ASSAY
HCV INHIBITION
[BAR GRAPH DEPICTING - Dose-proportionality up to 100 mg/kg
RNA LEVELS AGAINST
CONCENTRATION OF HCV
INHIBITION] - Promising PK for convenient oral dosing
VERTEX GYRASE B INHIBITORS ARE ANTIBACTERIAL FOR GRAM POSITIVES AND NEGATIVES
[PICTURE] [PICTURE] [PICTURE]
No Drug Novobiocin Vertex Compound
(results of bacterial filamentation assay in E. COLI)
- Structural insights driving creation of novel, patentable scaffolds
- Multiple compounds with similar enzyme potency to Novobiocin
- Positive results vs. E.COLI and clinical S. AUREUS
CONQUERING KINASE SPACE
- (GREATER THAN) 200 kinase/inhibitor structures solved
- Patent filings covering (GREATER THAN) 100 distinct, active drug [PICTURE]
scaffolds
- Structures and chemical classes explore 80% of kinase space
VERTEX KINASE INHIBITOR KILLS CANCER CELLS
Taxol-Like AND Non-Taxol-Like Activities IN VITRO
UNTREATED CELLS VERTEX KINASE INHIBITOR
- Kinase inhibitors block
tubulin assembly (Taxol-like activity) [PICTURE] P -Histone H3 [PICTURE]
AND chromatin condensation
chromatin
condensation
- Blocks mitosis (cell division) at marker
G2/M
- Leads to cell death [PICTURE] Tubulin [PICTURE]
Assembly
- Shown in multiple
cancer cell lines [PICTURE] [PICTURE]
VERTEX KINASE INHIBITOR REDUCES GLUCOSE LEVELS IN DIABETIC MOUSE MODEL
POTENTIAL IN DIABETES
Results of Glucose Tolerance Test
Effect of Vertex Compound Dosed Orally (100 mg/kg)
[LINE GRAPH DEPICTING RESULTS OF GLUCOSE
TOLERANCE TEST]
- Compounds improve blood glucose disposal
profile
- Compound effects show dose-responsiveness
- Magnitude of effect comparable to troglitazone
in a related mouse model
VERTEX HAS A PROVEN TRACK RECORD IN PROTEASE SMALL MOLECULE DRUG DISCOVERY
Cysteine proteases
- ICE: [PICTURE]
$206M Aventis collaboration [PICTURE]
pralnacasan in Phase II;
VX-765 preclinical
- CASPASES:
$138M Taisho/Serono collaborations [PICTURE]
Aspartyl proteases
- HIV:
$69M GSK /Kissei collaborations [PICTURE]
Agenerase(R)launched;
GW433908 in Phase III
Serine proteases
- HCV:
$51M Lilly collaboration
PROTEASE INHIBITORS: A MAJOR RESEARCH, DEVELOPMENT AND COMMERCIAL OPPORTUNITY
- Protease drugs today sell [PICTURE] Agenerase(R)
(GREATER THAN) $9 billion but target
only two proteases
- 400+ human protease genes
- Implicated in many diseases: [PICTURE] Prinivil
Alzheimer's Disease, diabetes,
congestive heart failure, others
- Involved in many biological pathways [PICTURE] Accupril
- (GREATER THAN) 300 research programs
targeting proteases throughout the
industry, across all therapeutic areas [PICTURE] Vasotec
3-DIMENSIONAL STRUCTURE OF BETA SECRETASE
MAJOR NOVEL TARGET IN PROTEASE GENE FAMILY [PICTURE]
- Highly competitive area of research
- Application in the treatment of Alzheimer's disease
- Vertex structural insights driving identification of
potent compounds
VERTEX AND AURORA: DRIVING DRUG DISCOVERY
[VERTEX LOGO] [AURORA LOGO]
ACQUISITION OF AURORA BIOSCIENCES
- Cellular and biochemical assay development and implementation
- Cellular markers for proof-of-concept
- Target gene families
OUTSTANDING PRODUCT
CREATION CAPABILITY
[PICTURE DEPICTING AURORA AND VERTEX CAPABILITIES]
COMPETITIVE ADVANTAGE: PRODUCT DEVELOPMENT
VERTEX AND AURORA:
TARGET CLASSES OF MARKETED DRUGS*
Vertex Alone
Other** 8%
Receptors 50% [CIRCLE GRAPH DEPICTING TARGET CLASSES]
Enzymes 36%
Ion Channels 6%
36% of top marketed drugs target enzymes
Vertex with Aurora
Other** 8%
Enzymes 36% [CIRCLE GRAPH DEPICTING TARGET CLASSES]
Receptors 50%
Ion Channels 6%
With Aurora, Vertex's drug discovery platform addresses
all major target classes
*Based on top 100 marketed drugs
**vaccines, imaging agents, and coagulation factors
EXPANDING CHEMOGENOMICS INTO MULTIPLE TARGET CLASSES
[PICTURE OF POTENTIAL TARGET CLASSES]
VERTEX 2.0: A NEW LEVEL OF VALUE CREATION
[BAR GRAPH DEPICTING ANNUAL RATE OF NEW DRUG CANDIDATES THROUGH 2010]
Annual Rate of New Drug Candidates
FOUR THERAPEUTIC AREAS; 12 DRUG CANDIDATES
Product Indication Dev. Stage Partners
Infectious Agenerase(R) HIV Market GSK/Kissei
Disease VX-175 HIV Phase III GSK
merimempodib (VX-497) HCV Phase II
Cancer Incel(TM) MDR Phase II
VX-853 MDR Phase I/II
Inflammation & VX-148 Autoimmune,antiviral Phase I
Autoimmune VX-944 Autoimmune,antiviral Preclinical
Disease VX-745 Rheum. arthritis (RA) Phase II Kissei
VX-850 & VX-702 Inflammation, cardio Preclinical Kissei
pralnacasan (VX-740) RA, OA, cardio Phase II Aventis
VX-765 Inflammation, cardio Preclinical
Neurological timcodar Diabetic neuropathy Phase II Schering AG
Disease
VX-175 (GW433908): SUPERIOR PROTEASE INHIBITOR IN PHASE III FOR THE
TREATMENT OF HIV
Market size (U.S.): 850,000 [PICTURE]
Competitive Profile: compact formulation
Program Status: Phase III trials underway
- Phase II data supports
BID and QD dosing
- Fast-track status by FDA
- Projected NDA 2002
Partner: GlaxoSmithKline
MERIMEMPODIB (VX-497): BETTER TOLERATED THERAPY FOR HCV PATIENTS
U.S. Market: 2.7 million chronically infected [PICTURE]
Competitive Profile: Goal: better tolerated IMPDH
inhibitor (w/o ribavirin's
hemolytic anemia)
Progress: Phase II IFN-(alpha) combo study completed
- Planning for 2001 PEG-IFN combo and
pivotal trials
- VX-148 in Phase I & VX-944 in preclinical
development
- Vertex retains worldwide commercial rights
VX-745: PROVIDES ORAL THERAPY FOR CHRONIC ARTHRITIS PATIENTS
U.S. Market: 2.1 million (rheumatoid arthritis)
[PICTURE]
Competitive Profile: Goal: oral treatment for acute,
chronic inflammatory disease;
Most advanced p38 MAP kinase inhibitor
Progress: Phase II RA dose response study started Q1
- Pilot Phase II RA study complete
- 2nd generation compounds: VX-850 &
VX-702 in preclinical development
Partner: Kissei (Far East)
TNF AND IL-1 PRODUCTION IN HEALTHY VOLUNTEERS TREATED WITH VX-745
[BAR GRAPH DEPICTING % SUPPRESSION RELATIVE TO PLACEBO TREATMENT]
EX VIVO TNF IL-1 production from LPS stimulated WBCs
PRALNACASAN (VX-740): FIRST-IN-CLASS TO MARKET FOR INFLAMMATORY DISEASES
U.S. Market: 2.1 million (rheumatoid arthritis)
[PICTURE]
Competitive Profile: First ICE inhibitor in clinic, highly
specific, well tolerated in clinic;
mechanism allows potential
action on multiple cytokines
Progress: Phase II RA dose response study started Q1`01
- Phase IIa RA study shows definitive
signs of specific cytokine-lowering activity
- Potential for additional indications:
osteoarthritis, heart failure and stroke
Partner: Aventis
PRALNACASAN (VX-740): EFFECT DEMONSTRATED IN PRECLINICAL INFLAMMATORY SKIN
DISEASE MODEL
Oxazolone-Induced Delayed-Type Hypersensitivity: Effect of VX-740
Day 0 (Monday):
50 (mu)l 1% Oxazolone
(Abdomin Veh
(25% Cremophor)
or Compound, p.o., bid)
[BAR GRAPH DEPICTING
% INHIBITION OF PRALNACASAN]
Day 3 (Thursday):
10 (mu)l 1%
Oxazolone (Left Ear)
Day 4 (Friday):
Collect Ear Discs
(n=5, CBA/J, F)
Prednisolone Pralnacasan - Prophylactic dosing
at 0h &12h
THE TOP SIX CLINICAL PIPELINE GOALS: THROUGH END OF THIS YEAR
VX-175 in HIV: Conduct Phase III
Merimempodib in HCV: Finalize and initiate clinical
plan through to NDA
Pralnacasan in RA: Complete Phase II study
VX-745 in RA: Complete Phase II study
Incel(TM): License to partner for Phase III
development
Timcodar: Complete proof-of-concept study
VERTEX: ROBUST BUSINESS MODEL
- Competitive advantage in drug discovery
- Chemogenomics platform is unlocking the opportunities of genomics
- Innovative business model based on a balanced commercial strategy
- Bring drugs forward independently and with partners
- Revenue generation from partners and products
- Strong downstream economics in partnerships
- Commercial experience
- Risk sharing builds broader base
- Sustainable growth strategy
VERTEX: $1.4 BILLION IN PARTNER COMMITTMENTS
PARTNER DATE VALUE CAPTURE PRODUCT STAGE
------------------------------------------------------------------------------------------------------------------------
Kissei (HIV) 1993 Prozei(TM) Market
------------------------------------------------------------------------------------------------------------------------
Aventis 1993/1999 VX-740 Phase II
------------------------------------------------------------------------------------------------------------------------
GlaxoSmithKline 1993 Agenerase(R) Market
VX-175 Phase III
------------------------------------------------------------------------------------------------------------------------
Kissei (p38) 1997 P. VX-745 Phase II
P. VX-702 Preclinical
------------------------------------------------------------------------------------------------------------------------
Lilly 1997 VX in 2001*
------------------------------------------------------------------------------------------------------------------------
Schering 1998 Timcodar Phase II
------------------------------------------------------------------------------------------------------------------------
Taisho 1999 P. VX in 2001*
------------------------------------------------------------------------------------------------------------------------
Novartis 2000 2 VX in 2001*
------------------------------------------------------------------------------------------------------------------------
Serono 2000 VX in 2001*
------------------------------------------------------------------------------------------------------------------------
High royalties Co-promotion support
Profit sharing, JV Sales, marketing
Co-promotion, co-labeling Manufacturing rights
*Anticipated Timing
P. Manufacturing agreement effectively includes high royalty
MILESTONES FOR 2001
- Advance drug candidates in pipeline
- Select 5 or more new preclinical drug candidates
- Sign additional corporate alliances
- Expand chemogenomics approach to at least one additional multi-target
gene family
- Acquire complementary capabilities, products and technologies
- Continue to build intellectual property estate
Vertex Pharmaceuticals Incorporated
GOLDMAN SACHS 22ND ANNUAL HEALTHCARE CONFERENCE
Vicki Sato, Ph.D., President
Lynne Brum, VP, Corp Comm.
and Market Development
June 13, 2001
www.vrtx.com
********************
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the proposed merger as filed with the
Securities and Exchange Commission, because it contains important
information. Such joint proxy statement/prospectus has been filed with the
Securities and Exchange Commission by Vertex and Aurora. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Vertex and Aurora at the
Securities and Exchange Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from
Vertex by directing such request to Vertex Pharmaceuticals, 130 Waverly
Street, Cambridge, MA 02139, Attn: Investor Relations, tel: (617) 577-6000;
e-mail: InvestorInfo@vpharm.com. The joint proxy statement/prospectus and
such other documents may also be obtained from Aurora by directing such
request to Aurora Biosciences, 11010 Torreyana Road, San Diego, CA 92121,
Attn: Investor Relations, tel: 858-404-6600; e-mail: ir@aurorabio.com.
Vertex and Aurora and their respective directors, executive officers and
certain members of management and employees may be soliciting proxies from
Vertex and Aurora stockholders in favor of the adoption of the merger
agreement and the transactions associated with the merger. A description of
any interests that Vertex and Aurora directors and executive officers have in
the merger are available in the joint proxy statement/prospectus.
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