Filed by Endorex Corporation pursuant to Rule 425 of the Securities Act of 1933,
as amended, and deemed to be filed pursuant to Rule 14a-12 of the Securities
Exchange act of 1934, as amended.
Subject: Corporate Technology Development, Inc.
Commission File No. 333-70750
ON OCTOBER 24, 2001, ENDOREX CORPORATION, A DELAWARE CORPORATION GAVE THE
FOLLOWING PRESENTATION:
ENDOREX
[Photographic image of a syringe WELCOME TO A
against a background that contains BRAVE NEW WORLD OF
the symbol for biological hazardous NO MORE NEEDLES
wastes and the phrase "HAZARD WARNING."]
(AMEX: DOR)
MICHAEL ROSEN, PRESIDENT & CEO
ENDOREX CORPORATION
BIOMARKETPLACE 2001
NAVY PIER
OCTOBER 24TH
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements, within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, that involve
a number of known and unknown risks and uncertainties. These statements are
only predictions and actual events or results in future periods may differ
materially from what is currently anticipated. In particular, Endorex cannot
assure you that it will be able to successfully develop or commercialize
products based on Endorex's technology, particularly in light of the
significant uncertainty inherent in developing drug delivery products,
conducting clinical trials and obtaining regulatory approvals, that Endorex's
technologies will prove to be safe and effective, that Endorex's cash
expenditures will be at projected levels, that Endorex will be able to obtain
future financing or funds, that Endorex or its joint ventures or its
collaborations with other companies in the U.S. and abroad will successfully
develop products or become profitable, that Endorex's joint ventures or its
collaborations with other companies will continue, that Endorex's business
strategy will be successful or that Endorex will be able to carry out our
plans for 2001 and beyond. This presentation also contains forward-looking
statements regarding Endorex's, Corporate Technology Development, Inc.'s, or
CTD, and the combined companies' plans, expectations, intentions and
strategies. These statements include forward-looking statements about
Endorex's, CTD's and the combined companies' products, product development
and product pipeline. These statements are not guarantees of future
performance or results and actual results could differ materially from
current expectations. Factors that could cause or contribute to such
differences include, but are not limited to, product integration risk, the
possibility that the operations and management of Endorex and CTD will not be
successfully integrated, the possibility that the merger might not be
consummated, the effects of the public announcement on the progress of
certain drug development projects and that benefits sought to be achieved by
the transaction will not be achieved. Furthermore, Endorex, CTD, and the
combined companies cannot assure you that they will be able to successfully
develop or commercialize products based on their technology, particularly in
light of the significant uncertainty inherent in developing drug and drug
delivery products, conducting clinical trials and obtaining regulatory
approvals, that their technologies will prove to be safe and effective, that
their cash expenditures will be at projected levels, that product development
and commercialization efforts will not be reduced or discontinued due to
difficulties or delays in clinical trials, cash shortfalls, lack of progress
or positive results from research and development efforts, that they will be
able to successfully patent, register or protect their technology, trademarks
and products, or that the business strategies of Endorex, CTD, or the
combined companies will be successful. In addition to the matters described
in this presentation, risk factors as described from time to time in
Endorex's filings with the Securities and Exchange Commission, including, but
not limited to, our most recent reports on Form 10-QSB, Form 10-KSB, as
amended, and our Registration Statement on Form S-4, as amended, may affect
our financial results. We assume no obligation to update the information in
this presentation.
ENDOREX
REGULATION MA
SECURITIES LAW LEGENDS
Additional Information and Where to Find It: Endorex has filed a Registration
Statement on SEC Form S-4 and Endorex and CTD have filed a Joint Proxy
Statement/Prospectus with the SEC in connection with the transaction, it is
expected that Endorex and CTD will mail a Joint Proxy Statement/Prospectus to
stockholders of Endorex and CTD containing information about the transaction.
Investors and security holders are urged to read the Registration Statement and
the Joint Proxy Statement/Prospectus carefully. The Registration Statement and
the Joint Proxy Statement/Prospectus contain important information about
Endorex, CTD, the transaction, the persons soliciting proxies relating to the
transaction, their interests in the transaction and related matters. Investors
and security holders will be able to obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov. Free copies of
the Joint Proxy Statement/Prospectus and these other documents may also be
obtained from Endorex by directing a request by mail to Endorex at 28101 Ballard
Drive, Suite F, Lake Forest, IL 60045-4544, telephone (847) 573-8990, or from
CTD by directing a request by mail to CTD at 1680 Michigan Avenue, Suite 700,
Miami, Florida 33139, telephone 305-777-2258.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Endorex files annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy
any reports, statements or other information filed by Endorex at the SEC
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at any of the SEC's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
Endorex's filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
Endorex, CTD, directors and certain executive officers of Endorex and CTD,
D.F. King and certain affiliates and employees of D.F. King, may be
considered participants in the solicitation of proxies in connection with the
merger. Certain directors and executive officers may have direct or indirect
interests in the merger due to securities holdings of Endorex and CTD and
rights to bonus payments following the merger. D.F. King will be paid to
solicit proxies in connection with the merger. In addition, certain directors
and officers, after the merger, will be indemnified by Endorex and will
benefit from insurance coverage for liabilities that may arise from their
service as directors and officers of CTD prior to the merger. Additional
information regarding the participants in the solicitation is contained in
the Joint Proxy Statement/Prospectus filed by Endorex and CTD with the SEC.
ENDOREX
ENDOREX
[Photographic image of a circle divided
into four sections containing the
following images:
-upper left quadrant: photographic image ORAL DRUG DELIVERY
of a mother comforting a crying child TECHNOLOGIES
receiving an injection via syringe;
-upper right quadrant: photographic
image of a hand holding a syringe;
-lower left quadrant: photographic image
of a hand holding a glowing sphere; and
-lower right quadrant: photographic image
of an elderly woman receiving an injection
via syringe.]
THE ADVANTAGE OF ORAL DELIVERY
-FOR THE PATIENT
-IMPROVED QUALITY OF LIFE
-CONVENIENCE
-COMPLIANCE
[Photographic image of an elderly
woman about to ingest a pill.]
ENDOREX
NEEDLE-PHOBIA AND THE IMPACT ON COMPLIANCE
- 1 MILLION U.S. INSULIN-DEPENDENT
DIABETICS GET 2-3 SHOTS DAILY FOR LIFE [Photographic image of a
mother comforting a crying
- 4 MILLION U.S. CHILDREN RECEIVE UP TO 19 child receiving an
VACCINE INOCULATIONS EVERY 2 YEARS injection via syringe.]
- APPROXIMATELY 50% OF ELDERLY RECEIVE
THE RECOMMENDED INFLUENZA AND
PNEUMOCOCCAL VACCINES
[Image of the continental United States of America.]
CDC data-2001
American Diabetes Association data-2001 ENDOREX
THE ADVANTAGE OF ORAL DELIVERY
- FOR THE PATIENT
-IMPROVED QUALITY OF LIFE [Photographic image depicting the U.S.
-CONVENIENCE dollar sign, "$," surrounded by syringes
-COMPLIANCE and injectable medicine.]
- FOR THE HEALTHCARE SYSTEM
-REDUCED COSTS
ENDOREX
LEADING BIOTECH INJECTABLE PRODUCTS
PRODUCT PROJECTED WORLDWIDE
2001 SALES
- INSULIN $ 3.6 BILLION
- Erythropoietin $ 3.1 billion
- VACCINES $ 3.0 BILLION
- Interferons $ 1.8 billion
- Monoclonal antibodies $ 1.7 billion
- Colony stimulating factors $ 1.4 billion
- Heparins $ 1.0 billion
- GROWTH HORMONES $ 0.9 BILLION
- LHRH ANALOGUES $ 0.9 BILLION
- Interleukins $ 0.3 billion
- Other (gene therapy, antisense, blood factors,etc) $ 0.9 billion
-------------
$18.5 BILLION
S.G. Cowen data-1998 ENDOREX
ENDOREX
[Image depicting a collage of the
following three images:
- image of a microscopic photograph ORASOME-TM-
of polymerized liposomes; DRUG DELIVERY
- graphic depicting the Orasome(TM) TECHNOLOGY
oral delivery system consisting of
a drawing of a water soluble drug
encapsulated by a lipid bilayer; and
- photographic image of pills.]
ORAL DELIVERY PROCESS
ENDOREX
CORPORATION
Delivering the Difference
no more needles
ENDOREX
ENDOREX PRODUCTS UNDER DEVELOPMENT
Market for
Oral Product Candidates Injectable
Formulation
- Insulin $3.6 billion**
- Human growth hormone $0.9 billion**
- Influenza vaccine $0.6 billion*
- Other protein/peptide drugs $1.3 billion**
- Other water insoluble drugs $1.6 billion**
* Frost & Sullivan data-1999
** S.G. Cowen data-1998
ENDOREX
ENDOREX
[Photographic image depicting a collage
of the following three images:
-photographic image of a hand holding a ENDOREX BUSINESS
chess piece over a chess board; STRATEGY
-photographic image of the arms, hands
and materials of people conducting a
business meeting at a table; and
-photographic image of a page of a newspaper
with a section title reading "STOCK
EXCHANGE" with stock quotes underneath
the title.]
ENDOREX BUSINESS STRATEGY
[Graphical image of a flow chart setting forth the business strategy of Endorex
with the following steps: (a) pharma companies to (b) new or approved injectable
drug/vaccine to (c) Endorex oral delivery systems to (d) new oral product &
patent.]
Revenue Stream:
- License and development fees
- Milestone fees
- Royalties
ENDOREX
ENDOREX
[Image depicting a collage of the following
three images:
-photographic image of a hand among three STRATEGIC ACQUISITION
glass beakers containing various solutions; CORPORATE TECHNOLOGY
-photographic image of a female in a laboratory DEVELOPMENT, INC. (CTD)
coat looking through a microscope; and
-photographic image of micropipets next to a research
device holding an array of solutions]
STRATEGIC RATIONALE FOR CTD ACQUISITION
Financial Management
$4.4M Board
No Debt Chairman/CEO
Intellectual
Products Property
1 Phase 3
1 Phase 1-2 8 Patents
10 Pending
Orphan Drug
ENDOREX
ENDOREX ORAL/MUCOSAL DELIVERY
[Image of two conjoining ovals; left oval contains the words "ENDOREX" AND
"LARGE MOLECULES" and the right oval contains the words "CTD" and "SMALL
MOLECULES."]
ENDOREX
SYNERGY OF COMPANIES
Oral/Mucosal Delivery
Endorex CTD
Macromolecules Small molecules
Preclinical Clinical
hGH orBec(TM)
Insulin phase 3
Vaccines Oraprine(R)
Other phase 1-2
Management Management
Public Private
$9.5M cash $4.4M cash
(as of September 30, 2001)
ENDOREX ORAL/MUCOSAL DELIVERY
[Image of two conjoining ovals with the area in common to both ovals enlarged.
The left oval contains the phrase "ENDOREX" and the right oval contains the
phrase "CTD." The enlarged common area of the ovals is titled "Synergy" and
contains the following phases:
-Clinical /preclinical pipeline
-Expanded patent portfolio
-Enhanced management
-Strengthened balance sheet]
ENDOREX
Endorex/CTD Product Pipeline
[Graphical image of a chart depicting product candidates of Endorex and CTD with
arrows indicating the different stages of development for the following product
candidates:
orBec(TM)
- I GVHD [arrow indicates Phase 3 development stage]
- Other GI Disorders [arrow indicates Phase 2 development stage]
Oraprine(R)
- Oral autoimmune disorders [arrow indicates Phase 2 development stage]
- Rheumatoid arthritis/transplant [arrow indicates Phase 1 development
stage]
Oral Delivery
- Insulin [arrow indicates preclinical development stage]
- Human Growth Hormone [arrow indicates preclinical development stage]
- Infuenza Vaccine [arrow indicates preclinical development stage]
- Other [arrow indicates research development stage]
Endorex Highlights
- ORAL DRUG DELIVERY TECHNOLOGY ADDRESSES SIGNIFICANT
MARKET
- BIOTECH INJECTABLE PRODUCTS - $18.5 BILLION*
- OTHER DRUGS WITH DELIVERY ISSUES
- BUSINESS STRATEGY FOR EXTENDING PATENT AND COMMERCIAL
LIFE OF EXISTING DRUGS VIA NEW DELIVERY SYSTEMS
- STRONG INTELLECTUAL PROPERTY PORTFOLIO
- APPROXIMATELY 50+ ISSUED U.S. AND INTERNATIONAL
PATENTS
- NEW COMPANY ACQUISITION STRENGTHENS DRUG PIPELINE,
BALANCE SHEET AND MANAGEMENT TEAM
*S.G. COWEN DATA-1998
ENDOREX
ENDOREX
WELCOME TO A
BRAVE NEW WORLD OF
[Image depicting a collage of the NO MORE NEEDLES
following three images:
-photographic image of four
children, one girl and 3 boys, THANK YOU!
smiling and raising their arms;
-photographic image of an elderly Endorex Corporation
woman kissing an infant; and 28101 N. Ballard Dr., Unit F
-photographic image of an elderly Lake Forest, IL 60045 (United States)
woman smiling.] 847-573-8990 Phone
847-573-9285 Fax
www.Endorex.com
Presentation design by meister.NET