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Biotech / Medical : Sepracor-Looks very promising -- Ignore unavailable to you. Want to Upgrade?

To: Robohogs who wrote (9544)	6/22/2006 8:47:55 PM
From: Robohogs	Respond to of 10280

Last post for now, but I remember when the NBIX/PFE deal was signed and how we were all jealous over here. I guess it reminds me to be careful what I wish for!! LOL Jon PS And it highlights the mess that is PFE.

To: Robohogs who wrote (9544)	6/22/2006 8:54:12 PM
From: fred hayes	Read Replies (2) \| Respond to of 10280

Jon, it didn't occur to me that a non-compete in the sleep market would preclude buying sepr. They aren't competing until the merger is finalized -- at least 180 days from now. Announcing the intention didn't strike me as being a problem. But I guess it depends on the specific wording of the legal docs, which I don't know about. BTW, hope all is well with you and the new addition...

To: Robohogs who wrote (9544)	6/23/2006 12:20:51 AM
From: RCMac	Read Replies (1) \| Respond to of 10280

Worrying about non-compete. Whether it would preclude a merger agreement that did not take effect until after the 180 days. I juat don't follow the talk about a non-compete restriction, and I wonder if someone misheard something in the conference call (which I didn't hear, and don't have time to). Nothing in the general law creates such a non-compete, so one could come only by agreement, between NBIX and PFE. And a 180-day non-compete makes no sense to this lawyer. First, NBIX isn't in any position to demand and get any provision like that from PFE, as PFE laterals the Indiplon rights back to NBIX. Second, NBIX in any event wouldn't benefit from one, since the potential competition is more than 180 days out. Thirdly, if there were some sort of non-compete restriction it would surely have been mentioned -- required to be mentioned -- in the PR. Dollars to donuts there is no non-compete restriction. The 180-day period is surely just the time during which PFE will fulfill its financial obligations under the agreement, from 4 years ago, that created the now-ended partnership as to Indiplon - just what the PR said. Because PFE no longer has any interest in Indiplon, there is no antitrust issue whatever if it buys SEPR tomorrow. (There will be some delays built into the Hart-Scott-Rodino antitrust clearance process, as PFE and SEPR submit documents bearing on whether there is any such competition, but there is no such issue in a PFE-SEPR combination, and they would probably get early termination of the H-S-R waiting period. Cf. PFE having to divest one of two (early-stage) potentially competing cancer drugs when it acquired WLA a few years ago, discussed briefly at posts 9477 and 9478: Message 22484875 And I shake my jowls and reflect, how things change in biotech. The PFE-NBIX partnership at its announcement was characterized as the best deal a little biotech ever got from a big pharma ($400 million plus very generous co-marketing provisions, breathtaking at the time). Earlier, analyst Mike King said that Indiplon (then called NBI-34060 or somesuch) might become the biggest selling pharmaceutical "ever". Now dust. Wow. OTOH, maybe not all dust, for NBIX at least, if the other things they've had the time and cash to work on are now worth something. I'll sure look at it when it's back in the single digits. (I once had a load of it bought at 4 1/8 or so, when Novartis (?) in 1998 or 1999 gave back the MS drug candidate it had partnered. Maybe time for more.)