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`10K 1 form10k_2008.htm GENENTECH, INC. FORM 10K FOR THE PERIOD ENDING DECEMBER 31, 2008
`
`
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`____________________
`FORM 10K
`
`(Mark O ne)
` ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the fiscal year ended December 31, 2008
`or
` TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`
`For the transition period from to
`
`Commission file number: 19813
`
`GENENTECH, INC.
`
`(Exact name of registrant as specified in its charter)
`
`Delaware
`(State or other jurisdiction of incorporation or organization)
`
`942347624
`(I.R.S. Employer Identification No.)
`
`1 DNA Way, South San Francisco, California
`(Address of principal executive offices)
`
`94080
`(Zip Code)
`
`(650) 2251000
`(Registrant’s telephone number, including area code)
`
`Securities registered pursuant to Section 12(b) of the Act:
`Name of Each Exchange on Which Registered
`Title of Each Class
`Common Stock, $0.02 par value
`New York Stock Exchange
`
`Securities registered pursuant to Section 12(g) of the Act:
`None
`(T itle of class)
`
`Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
`
`Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
`
`Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
`during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
`requirements for the past 90 days. Yes No
`
`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to
`the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any
`amendment to this Form 10K.
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See
`definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one):
`
`Large accelerated filer
`Nonaccelerated filer
`
`Accelerated filer
`Smaller reporting company
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Act). Yes No
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`The aggregate market value of Common Stock held by nonaffiliates as of June 30, 2008 was $35,103,983,241.(A) All executive officers and directors of
`the registrant and Roche Holdings, Inc. have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
`
`Number of shares of Common Stock outstanding as of February 6, 2009: 1,053,413,655
`
`Documents incorporated by reference:
`Portions of the Definitive Proxy Statement with respect to the 2009 Annual Meeting of Stockholders to be filed by Genentech,
`Inc. with the Securities and Exchange Commission (hereinafter referred to as “Proxy Statement”)
`________________________
`(A) Excludes 587,253,150 shares of Common Stock held by directors and executive officers of Genentech and Roche Holdings, Inc.
`
`
`
`
`
`Part III
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`form10k_2008.htm
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`GENENTECH, INC.
`
`2008 Form 10K Annual Report
`
`Table of Contents
`
`PART I
`
`Business
`Item 1
`Overview
`
`Marketed Products
`
`Licensed Products
`
`Products in Development
`
`Related Party Arrangements
`
`Distribution and Commercialization
`
`Manufacturing and Raw Materials
`
`Proprietary Technology—Patents and Trade Secrets
`
`Competition
`
`Government Regulation
`
`Research and Development
`
`Human Resources
`
`Environment
`
`Available Information
`
`Risk Factors
`Item 1A
`Unresolved Staff Comments
`Item 1B
`Properties
`Item 2
`Legal Proceedings
`Item 3
`Submission of Matters to a Vote of Security Holders
`Item 4
`Executive Officers of the Company
`
`
`PART II
`Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
`Selected Financial Data
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Quantitative and Qualitative Disclosures About Market Risk
`Financial Statements and Supplementary Data
`Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
`Controls and Procedures
`Other Information
`
`PART III
`Directors, Executive Officers and Corporate Governance
`Executive Compensation
`Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
`Certain Relationships and Related Transactions, and Director Independence
`Principal Accountant Fees and Services
`
`Item 5
`Item 6
`Item 7
`Item 7A
`Item 8
`Item 9
`Item 9A
`Item 9B
`
`
`Item 10
`Item 11
`Item 12
`Item 13
`Item 14
`
`
`Exhibits and Financial Statement Schedules
`Item 15
`Exhibit 23.1
`
`Exhibit 31.1
`
`Exhibit 31.2
`
`Exhibit 32.1
`
`SIGNATURES
`
`PART IV
`
`
`
`Page
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`120
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`120
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`In this report, “Genentech,” “we,” “us,” and “our” refer to Genentech, Inc. and its consolidated subsidiaries. “Common Stock” refers to
`Genentech’s Common Stock, par value $0.02 per share; “Special Common Stock” refers to Genentech’s callable putable common stock,
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`par value $0.02 per share, all of which was redeemed by Roche Holdings, Inc. (RHI) on June 30, 1999.
`
`We own or have rights to various copyrights, trademarks, and trade names used in our business, including the following: Activase®
`(alteplase, recombinant) tissueplasminogen activator; Avastin® (bevacizumab) antiVEGF antibody; Cathflo® Activase® (alteplase for
`catheter clearance); Genentech®; Herceptin® (trastuzumab) antiHER2 antibody; Lucentis® (ranibizumab) antiVEGF antibody fragment;
`Nutropin® (somatropin [rDNA origin] for injection) growth hormone; Nutropin AQ® and Nutropin AQ Pen® (somatropin [rDNA origin]
`for injection) liquid formulation growth hormone; Pulmozyme® (dornase alfa, recombinant) inhalation solution; Raptiva® (efalizumab)
`antiCD11a antibody; and TNKase® (tenecteplase) singlebolus thrombolytic agent. Rituxan® (rituximab) antiCD20 antibody is a
`registered trademark of Biogen Idec Inc.; Tarceva® (erlotinib) is a registered trademark of OSI Pharmaceuticals, Inc.; and Xolair®
`(omalizumab) antiIgE antibody is a registered trademark of Novartis AG. This report also includes other trademarks, service marks, and
`trade names of other companies.
`
`
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`
`
`PART I
`
`Item 1.
`
`BUSINESS
`
`Overview
`
`Genentech is a leading biotechnology company that discovers, develops, manufactures, and commercializes medicines for patients with
`significant unmet medical needs. A number of the currently approved biotechnology products originated from or are based on
`Genentech science. We commercialize multiple biotechnology products and also receive royalties from companies that are licensed to
`market products based on our technology. See “Marketed Products” and “Licensed Products” below. Genentech was organized in 1976
`as a California corporation and was reincorporated in Delaware in 1987.
`
`Marketed Products
`
`We commercialize the pharmaceutical products listed below in the United States (U.S.):
`
`Avastin (bevacizumab) is an antiVEGF (vascular endothelial growth factor) humanized antibody approved for use in combination with
`intravenous 5fluorouracilbased chemotherapy as a treatment for patients with first or secondline metastatic cancer of the colon or
`rectum. It is also approved for use in combination with carboplatin and paclitaxel chemotherapy for the firstline treatment of
`unresectable, locally advanced, recurrent or metastatic nonsquamous nonsmall cell lung cancer (NSCLC). On February 22, 2008, we
`received accelerated approval from the U.S. Food and Drug Administration (FDA) to market Avastin in combination with paclitaxel
`chemotherapy for the treatment of patients who have not received prior chemotherapy for metastatic human epidermal growth factor
`receptor 2 (HER2)negative breast cancer (BC).
`
`Rituxan (rituximab) is an antiCD20 antibody that we commercialize with Biogen Idec Inc. It is approved for the treatment of patients with
`relapsed or refractory, lowgrade or follicular, CD20positive, Bcell nonHodgkin’s lymphoma (NHL) as a single agent. Rituxan is also
`approved for patients with previously untreated follicular, CD20positive, Bcell NHL in combination with cyclophosphamide, vincristine,
`and prednisone (CVP) chemotherapy. Rituxan is indicated for patients with nonprogressing (including stable disease), lowgrade, CD20
`positive, Bcell NHL, as a single agent, after firstline CVP chemotherapy. Rituxan is also indicated for patients with previously untreated
`diffuse large Bcell, CD20positive NHL in combination with cyclophosphamide, doxorubicin, vincristine, and prednisone (CHOP) or
`other anthracyclinebased chemotherapy regimens. Rituxan is also indicated for use in combination with methotrexate to reduce signs
`and symptoms and slow the progression of structural damage in adult patients with moderatetosevere rheumatoid arthritis (RA) who
`have had an inadequate response to one or more tumor necrosis factor (TNF) antagonist therapies.
`
`Herceptin (trastuzumab) is a humanized antiHER2 antibody approved for treatment of patients with nodepositive or nodenegative
`earlystage BC, whose tumors overexpress the HER2 protein, as part of an adjuvant treatment regimen containing 1) doxorubicin,
`cyclophosphamide, and either paclitaxel or docetaxel or 2) docetaxel and carboplatin, and as a single agent following multimodality
`anthracyclinebased adjuvant therapy. It is also approved for use as a firstline metastatic BC therapy in combination with paclitaxel and
`as a single agent in patients who have received one or more chemotherapy regimens for metastatic disease.
`
`Lucentis (ranibizumab) is an antiVEGF antibody fragment approved for the treatment of neovascular (wet) agerelated macular
`degeneration (AMD).
`
`Xolair (omalizumab) is a humanized antiIgE (immunoglobulin E) antibody that we commercialize with Novartis Pharma AG. Xolair is
`approved for adults and adolescents (age 12 or older) with moderatetosevere persistent asthma who have a positive skin test or in vitro
`reactivity to a perennial aeroallergen and whose symptoms are inadequately controlled with inhaled corticosteroids.
`
`
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`Tarceva (erlotinib), which we commercialize with OSI Pharmaceuticals, Inc., is a smallmolecule tyrosine kinase inhibitor of the
`HER1/epidermal growth factor receptor signaling pathway. Tarceva is approved for the treatment of patients with locally advanced or
`metastatic NSCLC after failure of at least one prior chemotherapy regimen. It is also approved, in combination with gemcitabine
`chemotherapy, for the firstline treatment of patients with locally advanced, unresectable, or metastatic pancreatic cancer.
`
`Nutropin (somatropin [rDNA origin] for injection) and Nutropin AQ are growth hormone products approved for the treatment of growth
`hormone deficiency in children and adults, growth failure associated with chronic renal insufficiency prior to kidney transplantation,
`short stature associated with Turner syndrome, and longterm treatment of idiopathic short stature.
`
`Activase (alteplase) is a tissueplasminogen activator (tPA) approved for the treatment of acute myocardial infarction (heart attack),
`acute ischemic stroke (blood clots in the brain) within three hours of the onset of symptoms, and acute massive pulmonary embolism
`(blood clots in the lungs).
`
`TNKase (tenecteplase) is a modified form of tPA approved for the treatment of acute myocardial infarction.
`
`Cathflo Activase (alteplase, recombinant) is a tPA approved in adult and pediatric patients for the restoration of function to central
`venous access devices that have become occluded due to a blood clot.
`
`Pulmozyme (dornase alfa, recombinant) is an inhalation solution of deoxyribonuclease I, approved for the treatment of cystic fibrosis.
`
`Raptiva (efalizumab) is a humanized antiCD11a antibody approved for the treatment of chronic moderatetosevere plaque psoriasis in
`adults age 18 or older who are candidates for systemic therapy or phototherapy.
`
`Licensed Products
`
`Royalty Revenue
`
`The majority of our royalty revenue is derived from sales of our products outside of the U.S., and the majority of these product sales are
`made by our related parties, Roche Holding AG and affiliates (Roche) and Novartis Pharma AG and affiliates (Novartis). These licensed
`products are sometimes sold under different trademarks or trade names. Royalty revenue from our related parties represented 71% of our
`total royalty revenue in 2008, and resulted from the sales of our licensed products that are presented in the following table:
`
`Product
`Trastuzumab
`Rituximab
`
`Trade Name
`Herceptin
`Rituxan/MabThera®
`
`Licensee
`Roche
`Roche
`
`Bevacizumab
`Dornase alfa, recombinant
`Alteplase and Tenecteplase
`Somatropin
`Daclizumab
`Ranibizumab
`Omalizumab
`________________________
`(1) T hese royalties are earned as a result of our 2007 acquisition of T anox, Inc.
`
`Avastin
`Pulmozyme
`Activase and TNKase
`Nutropin
`Zenapax®
`Lucentis
`Xolair
`
`Roche
`Roche
`Roche
`Roche
`Roche
`Novartis
`Novartis
`
`Licensed Territory
`Worldwide excluding U.S.
`Worldwide excluding U.S. and
`Japan
`Worldwide excluding U.S.
`Worldwide excluding U.S.
`Canada
`Canada
`Worldwide excluding U.S.
`Worldwide excluding U.S.
`Worldwide excluding U.S.(1)
`
`
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`Our remaining royalty revenue is derived from license agreements with companies that sell and/or manufacture products based on
`technology developed by us, or intellectual property to which we have rights. In 2008, approximately 40% of this remaining royalty
`revenue related to the Cabilly patent. See Item 3, “Legal Proceedings,” below for information regarding certain Cabilly patentrelated legal
`matters, including the status of the Cabilly patent reexamination and the Centocor, Inc. (a whollyowned subsidiary of Johnson &
`Johnson) litigation.
`
`Products in Development
`
`Our product development efforts, including those of our collaborators, cover a wide range of medical conditions, including cancer and
`immune diseases. Below is a summary of products and current stages of development. For additional information on our development
`pipeline, visit our website at www.gene.com.
`
`Product
`Awaiting FDA Action
`Avastin
`
`Avastin
`
`Rituxan
`
`Xolair
`
`Preparing for Filing
`Avastin
`
`Tarceva
`
`Rituxan
`
`
`
`Description
`
`A Supplemental Biologic License Application (sBLA) was submitted to the FDA on
`September 30, 2008 for the use of Avastin in combination with Interferon alpha2a for
`the treatment of patients with advanced renal cell carcinoma. This product is being
`developed in collaboration with Roche. The FDA action date is August 1, 2009.
`An sBLA was submitted to the FDA on October 31, 2008 for the use of Avastin as a
`single agent in previously treated patients with glioblastoma. This product is being
`developed in collaboration with Roche. The FDA action date is May 5, 2009.
`An sBLA was submitted to the FDA on September 15, 2008 for the treatment of patients
`with moderatetosevere active RA who have had an inadequate response to disease
`modifying antirheumatic drugs (DMARDs). This product is being developed in
`collaboration with Roche and Biogen Idec. The FDA action date is July 17, 2009.
`An sBLA was submitted for pediatric patients (aged 612) with asthma on December 5,
`2008. This product is being developed in collaboration with Novartis. The FDA action
`date is October 8, 2009.
`
`We are preparing to submit two additional studies (AVADO and RIBBON I) to the FDA
`for the firstline treatment of metastatic HER2negative BC. The filings, expected by
`June 30, 2009, are required as part of the accelerated approval that we received from the
`FDA on February 22, 2008. This product is being developed in collaboration with
`Roche.
`OSI Pharmaceuticals, in collaboration with Genentech and Roche, is preparing to submit
`a supplemental New Drug Application (sNDA) to the FDA for the use of Tarceva in
`firstline maintenance therapy for advanced NSCLC following initial treatment with
`platinumbased chemotherapy. This product is being developed in collaboration with
`OSI Pharmaceuticals and Roche. We expect to submit the sNDA in the first half of 2009.
`We are in discussions with the FDA regarding the submission requirements for
`potential sBLAs for the use of Rituxan in combination with fludarabine and
`cyclophosphamide chemotherapy in frontline and relapsed CD20positive chronic
`lymphocytic leukemia (CLL). This product is being developed in collaboration with
`Roche and Biogen Idec.
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`
`Phase III
`Ocrelizumab (2nd Generation antiCD20)
`
`Avastin
`
`Herceptin +/ Avastin
`
`Avastin +/ Tarceva
`
`Herceptin
`
`Herceptin +/ Pertuzumab
`
`Rituxan
`
`Rituxan
`
`Tarceva
`
`TNKase
`
`Xolair
`
`Lucentis
`
`
`
`
`Ocrelizumab is being evaluated in RA and for lupus nephritis. This product is being
`developed in collaboration with Roche and Biogen Idec(1).
`Avastin is being evaluated in adjuvant colon cancer, diffuse large Bcell lymphoma,
`firstline advanced gastric cancer, adjuvant HER2negative BC, adjuvant lung cancer,
`firstline ovarian cancer, and hormone refractory prostate cancer in collaboration with
`Roche.
`Avastin is also being evaluated in gastrointestinal stromal tumors, highrisk carcinoid
`cancer, secondline HER2negative metastatic BC in combination with several
`chemotherapy regimens, firstline metastatic BC in combination with endocrine therapy,
`and platinumsensitive relapsed ovarian cancer.
`The combination of Avastin and Herceptin is being evaluated in firstline metastatic
`and adjuvant HER2positive BC. These products are being developed in collaboration
`with Roche.
`We announced that a Phase III study evaluating Tarceva in combination with Avastin
`as maintenance therapy following initial treatment with Avastin plus chemotherapy in
`advanced NSCLC met its primary endpoint of progressionfree survival, and was
`stopped early on the recommendation of an independent data safety monitoring board
`after a preplanned interim analysis. We are evaluating the submission requirements for
`a potential sNDA for the use of Avastin and Tarceva as combination therapy in first
`line NSCLC maintenance. This study was conducted in collaboration with Roche.
`Herceptin is being evaluated for the treatment of patients with earlystage HER2
`positive BC to compare one year duration of treatment with two years duration of
`treatment. This product is being developed in collaboration with Roche.
`Pertuzumab is being evaluated in firstline HER2positive metastatic BC in combination
`with Herceptin and chemotherapy. This product is being developed in collaboration
`with Roche.
`Rituxan is being evaluated in follicular NHL patients who achieve a response following
`induction with chemotherapy plus Rituxan. This product is being developed in
`collaboration with Roche and Biogen Idec.
`Rituxan is being evaluated for the firstline treatment of patients with moderateto
`severe active RA in collaboration with Roche and Biogen Idec. Rituxan is also being
`evaluated in lupus nephritis and ANCAassociated vasculitis in collaboration with
`Biogen Idec.
`Tarceva is being evaluated in adjuvant NSCLC. This product is being developed in
`collaboration with OSI Pharmaceuticals and Roche.
`TNKase is being evaluated in the treatment of dysfunctional hemodialysis and central
`venous access catheters.
`A liquid formulation of Xolair is being evaluated for adult asthma. Xolair is also being
`evaluated in patients with asthma that is not controlled with highdose inhaled
`corticosteroids and
`long–acting betaagonists. Xolair
`is being developed
`in
`collaboration with Novartis.
`Lucentis is being evaluated in the treatment of diabetic macular edema in collaboration
`with Novartis Ophthalmics. Lucentis is also being evaluated in the treatment of retinal
`vein occlusion.
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`Preparing for Phase III
`Avastin
`
`TrastuzumabDM1
`
`Phase II
`Ocrelizumab
`
`GA101
`
`Apo2L/TRAIL
`
`Apomab
`
`Avastin
`
`Pertuzumab
`
`TrastuzumabDM1
`
`ABT869
`
`GDC 0449 (Hedgehog Pathway Inhibitor)
`
`Dacetuzumab (AntiCD40)
`
`AntiIL13
`Preparing for Phase II
`GA101
`
`MetMAb
`
`
`
`
`We are preparing for Phase III clinical trials in firstline glioblastoma multiforme. This
`product is being developed in collaboration with Roche.
`We are preparing for Phase III clinical trials in secondline HER2positive metastatic BC.
`This product is being developed in collaboration with Roche.
`
`Ocrelizumab is being evaluated in relapsing remitting multiple sclerosis. This product is
`being developed in collaboration with Roche and Biogen Idec(1).
`GA101 is being evaluated in hematologic malignancies (relapsed and refractory NHL
`and CLL). This product is being developed in collaboration with Roche and Biogen
`Idec.
`Apo2L/TRAIL is being evaluated in firstline metastatic NSCLC in combination with
`chemotherapy and Avastin and in indolent relapsed NHL in combination with Rituxan.
`This product is being developed in collaboration with Amgen.
`Apomab is being evaluated in firstline metastatic NSCLC in combination with
`chemotherapy and Avastin, and in indolent relapsed NHL in combination with Rituxan.
`Avastin is being evaluated in relapsed multiple myeloma, extensive small cell lung
`cancer, nonsquamous NSCLC with previously treated brain metastases, and NSCLC
`with squamous cell histology. This product is being developed in collaboration with
`Roche.
`Pertuzumab is being evaluated in ovarian cancer in combination with chemotherapy.
`This product is being developed in collaboration with Roche.
`TrastuzumabDM1 is being evaluated in first, second, and thirdline HER2positive
`metastatic BC. This product is being developed in collaboration with Roche.
`ABT869 is being evaluated for the treatment of several types of tumors. This product
`is being developed in collaboration with Abbott Laboratories.
`GDC0449 is being evaluated in firstline metastatic colorectal cancer (CRC) in
`combination with chemotherapy and Avastin, as a single agent in ovarian cancer
`maintenance therapy, and as a single agent in advanced basal cell carcinoma. This
`product is being developed in collaboration with Curis, Inc. and Roche.
`Dacetuzumab is being evaluated in combination with Rituxan plus chemotherapy for
`patients with relapsed or refractory diffuse large Bcell lymphoma. This product is being
`developed in collaboration with Seattle Genetics, Inc.
`AntiIL13 is being evaluated in patients with uncontrolled asthma.
`
`We are preparing for a Phase II clinical trial in Rituxan refractory indolent NHL and in
`relapsed indolent NHL. This product is being developed in collaboration with Roche
`and Biogen Idec.
`We are preparing for a Phase II clinical trial of MetMAb and Tarceva as combination
`therapy in second and thirdline metastatic NSCLC.
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`Xolair
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`Pertuzumab
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`We are preparing for a Phase II clinical trial in chronic idiopathic urticaria in
`collaboration with Novartis.
`We are preparing for a Phase II clinical trial in secondline metastatic NSCLC in
`combination with Tarceva. This product is being developed in collaboration with
`Roche.
`We are preparing for a Phase II clinical trial in systemic lupus erythematosus.
`We have multiple new molecular entities in Phase I or preparing for Phase I.
`
`rhuMAb IFN alpha
`Phase I and Preparing for Phase I
`________________________
`(1) Our collaborator Biogen Idec disagrees with certain of our development decisions under our 2003 collaboration agreement. A hearing related to the
`arbitration began on September 15, 2008 and the hearing was closed on January 8, 2009. We expect to receive a ruling within six months of the
`conclusion of the hearing, i.e., no later than July 2009. See Part I, Item 3, “Legal Proceedings,” of this Form 10K for further information.
`
`Related Party Arrangements
`
`See “Relationship with Roche” and “Related Party Transactions” below in Part II, Item 7 of this Form 10K for information on our
`collaboration arrangements with Roche and Novartis.
`
`Distribution and Commercialization
`
`We have a U.S.based marketing, sales and distribution organization. Our sales efforts are focused on specialist physicians in private
`practice or at hospitals and major medical centers in the U.S. In general, our products are sold largely to wholesalers, specialty
`distributors or directly to hospital pharmacies and specialist physicians in private practice. We utilize common pharmaceutical company
`marketing techniques, including sales representatives calling on individual physicians and distributors, advertisements, professional
`symposia, direct mail, and public relations, as well as other methods.
`
`Through Genentech Access Solutions, we provide reimbursement support, patient assistance programs and customer service programs
`related to our products. The Genentech Access to Care Foundation provides free product to eligible uninsured patients and those
`deemed uninsured due to payer denial in the U.S. The Genentech Access to Care Foundation is a nonprofit entity funded by Genentech,
`Inc. To further support patient access to therapies for certain diseases, we donate to various independent public charities that offer
`financial assistance, such as copay assistance, to eligible patients. We also maintain a physicianrelated product waste replacement
`program and an expired product program that, subject to certain specific conditions, gives eligible customers the right to return expired
`products to us for replacement or credit at 5% to 8% below their current purchase prices.
`
`In February 2007, we launched the Avastin Patient Assistance Program, a voluntary program that enables eligible patients who receive
`greater than 10,000 milligrams of Avastin over a 12month period to receive free Avastin in excess of the 10,000 milligrams during the
`remainder of the 12month period. Based on the current wholesale acquisition cost, 10,000 milligrams is valued at $55,000 in gross
`revenue. Eligible patients include those who are being treated for an FDAapproved indication and who meet the household income
`criteria for this program. The program is available for eligible patients who enroll regardless of whether they are insured.
`
`As discussed in Note 14, “Segment, Significant Customer and Geographic Information,” in the Notes to Consolidated Financial
`Statements in Part II, Item 8 of this Form 10K, our combined sales to three major wholesalers, AmerisourceBergen Corporation,
`McKesson Corporation, and Cardinal Health, Inc., constituted 86% in 2008 and 2007, and 85% in 2006 of our total net U.S. product sales.
`Also discussed in Note 14 are net U.S. product sales and net foreign revenue in 2008, 2007, and 2006.
`
`
`
`6
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`http://www.sec.gov/Archives/edgar/data/318771/000031877109000003/form10k_2008.htm
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`10/144
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`IMMUNOGEN 2201, pg. 10
`Phigenix v. Immunogen
`IPR2014-00676
`
`
`
`12/8/2014
`
`form10k_2008.htm
`
`
`
`Manufacturing and Raw Materials
`
`We manufacture biotherapeutic products and product candidates for commercial and clinical purposes. Our production system includes
`manufacturing of bulk drug substance, as well as formulation, filling and packaging of the drug product. The bulk drug substance
`manufacturing process includes cell culture/fermentation operations, during which cells are grown that express proteins which are
`purified for use as therapeutic products. Formulation of the drug product involves filtering and diluting proteins to obtain the
`appropriate concentrations for human use. In the final processes, we fill vials or syringes with the formulated proteins and package them
`for distribution.
`
`Our manufacturing network consists of three bulk manufacturing sites in California. We expect FDA licensure of a bulk drug substance
`manufacturing site in Singapore in 2010. Fill/finish activities take place in South San Francisco, California. An additional fill/finish facility
`in Hillsboro, Oregon is planned for licensure in 2010. For further information see also “Properties” in Part I, Item 2 of this Form 10K. In
`addition to our owned facilities, we also engage third party contract manufacturers to produce or assist in the production of some of our
`bulk and finished products, delivery devices and product candidates. Our manufacturing partners operate facilities across North
`America, Europe, and Asia. Our global supply of our drug products is significantly dependent on the uninterrupted and efficient
`operation of these facilities.
`
`Raw materials and supplies required for the production of our principal products are, in some instances, sourced from one supplier and,
`in other instances, from multiple suppliers. In those cases for which raw materials are available through only one supplier, that supplier
`may be either a sole source (the only recognized supply source available to us) or a single source (the only approved supply source for
`us among other sources). We have adopted policies that attempt, to the extent feasible, to minimize raw material supply risks to us,
`including maintenance of greater levels of raw materials inventory and coordination with our collaborators to implement raw materials
`sourcing strategies in quantities adequate to meet our needs. Due to the unique nature of the production processes used to manufacture
`our products, certain raw materials, drug delivery devices and components are the proprietary products of singlesource unaffiliated
`thirdparty suppliers. In some cases, such proprietary products are specifically cited in our FDA drug application, which limits our ability
`for substitution. We currently manage the risk associated with such solesourced raw materials by active inventory management,
`relationship management and alternate source development, where feasible. We also monitor the financial condition of certain suppliers,
`their ability to supply our needs, and the market conditions for these raw materials.
`
`We, as well as our third party service