To: Icebrg who wrote (1009 ) 10/20/2003 6:14:39 AM From: Icebrg Read Replies (2) | Respond to of 1139 Lilly Icos: A Complementary Alliance (In Vivo: The Business & Medicine Report, October 2003 page 43) It’s a real, if generally unspoken, fact of business life: pharmaceutical product deals always have an inherent tension that stems from the different desires of the partners. No matter how vehemently each party vows to work in the best interest of the molecule, different companies necessarily bring different agendas to their alliances. The smaller partner is generally less concerned with maximizing the value of the product per se, and more intent on using it to build the value of the company—for instance as an occasion to add a previously lacking skill set such as marketing. The larger partner tends to want to maximize sales. To the extent that partners’ desires conflict, cause duplication of effort, or slower decision-making, they complicate the relationship and increase tension. To the extent that they work in favor of the relationship—by being complementary—the individual desires that drive each company can contribute to a positive outcome. The joint venture that Icos Corp. forged with Eli Lilly & Co. in 1998 to develop a PDE5 inhibitor called tadalafil (Cialis) as a treatment for sexual dysfunction is an example of a complementary alliance. It is already at least a moderately productive partnership—and the partners anticipate steadily better days to come. The alliance was structured to provide both firms with an equal share of the risk and the reward, and an equal say in governance. That’s a rare sort of pact. Until relatively recently, the biotech company that contributed only technology and a phase II or earlier-stage drug candidate had to agree to let the party providing the cash take development and commercial charge as well as the majority of the reward. Such a distribution of labor and profit made intuitive sense—after all, why duplicate infrastructure the Big Pharma already has? But in the case of LillyIcos LLC, complementary goals, and some practical tactics, have allowed the companies to take a clinical candidate all the way to a filed product. It’s true that early commercial results haven’t met Wall Street expectations; analysts have expressed concern that sales may be more reflective of pharmacy stocking that actual demand for the drug. Yet Icos is touting statistics that show Cialis—filed but not yet approved in the US—is doing well in a number of key markets and that sales have been “ahead of plan” for Europe since launch at the start of the year. August was slow, the firm acknowledges—but sales are always slow then in Europe—and September numbers are up. The drug is competing against Pfizer Inc.’s sildenafil (Viagra), the first compound in the erectile disfunction (ED) category, and Bayer AG’s vardenafil (Levitra), being co-promoted by Glaxo SmithKline PLC. Levitra followed Cialis to market in Europe by about a month, but will likely precede it to market in the US. Competition in the erectile dysfunction marketplace that Viagra pioneered is only just beginning, so it’s too soon to predict an outcome in any company’s favor. But both Lilly and Icos can already point to a number of reasons the deal they struck for Cialis has been working for them. The alliance is a vehicle for both parties to build value of the sort important to them. It gives Lilly entrée into the relatively new and large market of erectile dysfunction, and the opportunity to develop expertise in direct-to-consumer (DTC) marketing, which it can harness on behalf of other candidates now in its internal pipeline. Lilly ICOS is Lilly’s first joint collaboration with equal governance and 50/50 profit sharing. As such, it allows Lilly to further develop a strength that management deems key—namely, building partnering capabilities and the reputation that should come with them—to help assure it access to innovations developed by others. The joint venture is achieving something else Lilly expressly wanted from the collaboration—it is contributing to cultural change within the corporation by providing an opportunity to give Lilly people training and experience that they can apply and explain to others as they cycle in and out of alliances and other projects within the company. Meanwhile, the joint venture solves a number of problems for Icos. Along with the funding it brought Icos, the deal structure gives it the right to participate in up to 50% of marketing efforts—so that if and as the small company wants to build that skill, it can hire and assign sales reps, even if Lilly already has enough people to do the job on its own. Under the agreement, Icos could hire reps to go out on generalist physician sales calls if it wanted to do so. But it has no intention of doing that. Its goal is to build a specialty marketing sales force that it can leverage later on, to detail other products. Lilly reps will tackle the primary care market and therefore do the majority of the selling—but Icos will still collect fully half of the profits from the drug. The arrangement can work, because the partners agreed that the joint venture would pays a set price for details, regardless of where the reps come from—Lilly, Icos or a contract sales organization. Certain practical matters also seem to be contributing to the success of the alliance. Highly ranked executives from both firms sit on the joint venture board, and marketing team members from both firms are also co-located—at Lilly’s site, close to that firm’s greater resources—rather than operating out of the individual firms. The alliance has put a lot of emphasis on project management to help things flow smoothly, and an office of alliance management monitors this arrangement among many others. But there are also teeth in the deal. It’s got termination provisions akin to a tough prenuptial agreement—so that if one party wants to leave it can, but it must leave all the assets with the other party.windhover.com