UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2004 | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-29630
SHIRE PHARMACEUTICALS GROUP PLC
(Exact name of registrant as specified in its charter)
| England and Wales | 98-0359573 | |
|
(State or other jurisdiction of incorporation
or organization) |
(I.R.S. Employer Identification No.) | |
| Hampshire International Business Park, Chineham, | ||
| Basingstoke, Hampshire, England, RG24 8EP | +44 1256 894 000 | |
| (Address of principal executive offices and zip code) | (Registrants telephone number, including area code) | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Name of exchange on which registered | |
|
American Depositary Shares, each representing
three Ordinary Shares 5 pence par value per share |
NASDAQ National Market | |
Securities registered pursuant to Section 12(g) of the Act:
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
As of June 30, 2004, the last business day of the Registrants most recently completed second quarter, the aggregate market value of the ordinary shares, £0.05 par value per share of the Registrant held by non-affiliates was approximately $4,246 million. This was computed using the average bid and asked price at the above date.
As of March 1, 2005, the number of outstanding ordinary shares of the Registrant was 490,233,072.
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THE SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shires results could be materially affected. The risks and uncertainties include, but are not limited to, risks associated with the inherent uncertainty of pharmaceutical research, product development, manufacturing and commercialization, the impact of competitive products, including, but not limited to, the impact of those on Shires Attention Deficit & Hyperactivity Disorder (ADHD) franchise, patents, including but not limited to, legal challenges relating to Shires ADHD franchise, government regulation and approval, including but not limited to Health Canadas suspension of ADDERALL XR® sales in Canada and the expected product approval dates of METHYPATCH®* (methylphenidate) (ADHD), SPD503 (ADHD), SPD 476 (Ulcerative Colitis) and NRP104 (ADHD), including its scheduling classification by the Drug Enforcement Agency in the United States, Shires ability to secure new products for development and other risks and uncertainties detailed from time to time in Shires filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K, for the year ended December 31, 2004.
The following are trademarks, either owned or licensed by Shire or companies within the Shire Group, which are the subject of trademark registrations in certain territories.
ADDERALL XR® (mixed
amphetamine salts)
ADDERALL® (mixed amphetamine salts)
AGRYLIN® (anagrelide
hydrochloride)
ALERTEC® (modafinil)
AMATINE® (midodrine hydrochloride)
CALCICHEW®/
CALCICHEW FORTE®/
CALCICHEW D-3®/
CALCICHEW D-3FORTE® (calcium
carbonate)
CARBATROL®
(carbamazepine)
COLAZIDE® (basalazide)
EQUETROTM (carbamazepine)
FOSRENOL® (lanthanum
carbonate)
MICROTROL®
PERMAX® (pergolide
mesylate)
PROAMATINE®
(midodrine hydrochloride)
REMINYL® (galantamine
hydrobromide) (UK and Republic of Ireland)
SOLARAZE® (diclofenac
sodium 3%)
TROXATYL® (troxacitabine)
XAGRID® (anagrelide
hydrochloride)
VANIQA® (eflornithine
hydrochloride)
The following are trademarks of third parties.
3TC (trademark of GlaxoSmithKline (GSK))
COMBIVIR
(trademark of GSK)
EPIVIR (trademark of GSK)
EPIVIR-HBV (trademark of GSK)
EPZICOM
(trademark of GSK)
FARESTON (trademark of Orion)
HEPTODIN (trademark of GSK)
HEPTOVIR (trademark
of GSK)
KIVEXA (trademark of GSK)
METHYPATCH* (trademark
of Noven Pharmaceuticals Inc. (Noven))
PENTASA (trademark of Ferring AS)
REMINYL (trademark of Johnson & Johnson,
excluding UK and Republic of Ireland)
TRIZIVIR (trademark of GSK)
ZEFFIX (trademark
of GSK)
* Referred to as MTS/METHYPATCH throughout this Form 10-K
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| SHIRE PHARMACEUTICALS GROUP PLC | ||
| 2004 Form 10-K Annual Report | ||
| Table of contents | ||
| PART I | ||
| ITEM 1. BUSINESS | ||
| General | 4 | |
| Recent developments | 4 | |
| Financial information about operating segments | 4 | |
| Strategy | 5 | |
| Sales and marketing | 5 | |
| Principal licensing and collaborative agreements | 13 | |
| Manufacturing and distribution | 15 | |
| Intellectual property | 16 | |
| Competition | 17 | |
| Government regulation | 17 | |
| Third party reimbursement | 19 | |
| Corporate social responsibility | 20 | |
| Employees | 20 | |
| Risk factors | 20 | |
| Available information | 26 | |
| ITEM 2. PROPERTIES | 27 | |
| ITEM 3. LEGAL PROCEEDINGS | 28 | |
| ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 30 | |
| PART II | ||
| ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 31 | |
| ITEM 6. SELECTED FINANCIAL DATA | 33 | |
| ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 36 | |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 55 | |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 56 | |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 56 | |
| ITEM 9A. CONTROLS AND PROCEDURES | 56 | |
| PART III | ||
| ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT | 57 | |
| ITEM 11. EXECUTIVE COMPENSATION | 60 | |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 63 | |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 64 | |
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 65 | |
| PART IV | ||
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K | 67 | |
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PART I
ITEM 1: Business
General
Shire Pharmaceuticals Group plc and its subsidiaries (collectively referred to as Shire or the Company) is a global pharmaceutical company with a strategic focus on meeting the needs of the specialist physician. The Company has a particular interest in innovative therapies that are prescribed by specialist doctors as opposed to primary care physicians.
Shire Pharmaceuticals Group plc was incorporated under the laws of England and Wales on January 1, 1994 and is a public limited company.
Historically Shire grew through acquisition, completing six major mergers or acquisitions from 1994 to 2001. Divestments of non-core assets have streamlined the operations and Shire will continue to evaluate companies, products and project opportunities that offer a good strategic fit and enhance shareholder value in the future.
Recent developments
In order to better integrate, coordinate and rationalize the Companys business activities and complex operational structure, Shire embarked on a wide reaching reorganization program in 2004. The aim was to create a globally integrated organization composed of cross-functional teams with clear accountability for delivering results. The business model is being changed to accomplish this.
The introduction of portfolio teams focusing on Shires three core therapeutic areas (central nervous system (CNS), gastrointestinal (GI) and general products (GP)), and the relocation of Research and Development (R&D) and US commercial functions to one new site in Pennsylvania will improve communication and focus, and speed up the decision-making process.
As part of these changes, the Company announced the following:
Shires new US headquarters are based in Wayne, Pennsylvania and the global headquarters will continue to be located in Basingstoke, UK. In July 2004, Shire sold its redundant distribution center in Buffalo Grove, Illinois. During 2005 the Company is also planning to close sites in Newport, Kentucky and Rockville, Maryland and these closures represent the final elements of the reorganization program. The reorganization cost recorded in 2004 of $48.5 million, is analyzed in Note 3 to the consolidated financial statements contained in Part IV of this Annual Report. It is estimated that further reorganization costs of approximately $12 million will be incurred in 2005.
On February 9, 2005, Shire announced that Health Canada had suspended sales of ADDERALL XR in Canada where sales in 2004 amounted to $7.8 million. The suspension followed Health Canadas interpretation of adverse event data as part of routine label updating. Following the Health Canada announcement, the US Food and Drug Administration (FDA) issued a statement in which it advised that after consultation with the Canadian authorities regarding the basis for their action, it did not feel that any immediate changes were warranted in the FDA labeling or approved use of ADDERALL XR in the US based on its preliminary understanding of Health Canadas analyses of adverse event reports and the FDAs own knowledge and assessment of those reports. Although Shire is complying with Health Canadas suspension request, the Company strongly disagrees with the conclusions drawn by Health Canada and has lodged an appeal and taken other actions to preserve its legal rights and options.
Financial information about operating segments
Substantially, all of the Companys revenues, operating profits or losses and net assets are attributable to the R&D, manufacture, sale and distribution of pharmaceutical products within four operating segments: US, International, R&D,
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and Corporate. Segment revenues, profits or losses and assets for 2004, 2003 and 2002 are presented in Note 23 to the Companys consolidated financial statements contained in Part IV of this Annual Report.
Strategy
Shires goal is to become a market leader in meeting the needs of the specialist physician in targeted segments within its core therapeutic focus areas, CNS, GI, and GP while retaining the flexibility to target new therapeutic areas to the extent opportunities arise through product or project acquisitions or through the emergence of marketed products from within the GP portfolio. Shire believes that a carefully selected portfolio of products with a strategically aligned, relatively small sales force will deliver strong results. The Companys sales and marketing expertise as well as drug development competence is vital to deliver on this strategy.
Following a detailed strategic review in 2003, the Company revised its strategic priority. Shire will search, develop and market but will not invent. This approach aims to deliver the combined benefit of increased returns and lower risks.
The Company will seek to acquire products with substantial patent protection rather than just three years exclusivity under the US Hatch-Waxman Act. The Company will also focus its in-licensing and merger and acquisition (M&A) efforts on the US market, and obtain European rights whenever possible.
Shire has refocused its R&D efforts and technology to concentrate on areas where it has a commercial presence and is creating the flexibility to add new therapeutic areas based on product acquisition opportunities. The strategic review in 2003 thoroughly evaluated the Companys pipeline and refocused resources on four projects, which are currently in Phase III of development. In addition, in January 2005, Shire entered into a collaborative agreement with New River Pharmaceuticals Inc. (New River) for the commercialization of a Phase III compound, NRP104, for the treatment of ADHD, with the option to commercialize it for additional indications. Recognizing Shires strategic intent to focus on North America and Europe, the Company has sought out-licensing partners to cover the Japanese market. The Company has successfully out-licensed the Japanese marketing and development rights to AGRYLIN and FOSRENOL to the pharmaceutical division of respectively, the Kirin Brewery Company Limited and Bayer Yakuhin Limited, each being companies with an established presence in this market.
Sales and marketingAt December 31, 2004, the Company employed 837 sales and marketing staff to service its operations in the US, the UK, the Republic of Ireland, Germany, France, Spain, Italy and Canada. The Company believes that its sales and marketing infrastructure can be expanded quickly, if required, to meet current and new product opportunities.
Currently marketed productsThe table below lists the Companys key currently marketed products, indicating the owner, licensor and marketer of the product and the territory in which the product is being marketed.
| Products | Principal indications | Owner/licensor | Marketed by/relevant territory | |||
| Treatments for CNS disorders | ||||||
| ADDERALL XR (mixed | ADHD (Attention Deficit | Shire | Shire / US and Canada 1 | |||
| amphetamine salts) | Hyperactivity Disorder) | |||||
| ADDERALL (mixed | ADHD | Shire | Shire / US | |||
| amphetamine salts) | ||||||
| CARBATROL (carbamazepine) | Epilepsy | Shire | Shire / US | |||
| REMINYL (galantamine | Alzheimers disease | Synaptech Inc. | Shire / UK & Republic of Ireland | |||
| hydrobromide) | Janssen 2 / RoW |
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| Treatments for GI diseases | ||||||
| PENTASA (mesalamine) | Ulcerative colitis | Ferring | Shire / US | |||
| COLAZIDE (balsalazide) | Ulcerative colitis | Shire | Shire/UK 3 | |||
| Treatments for other diseases | ||||||
| AGRYLIN (anagrelide | Thrombocythemia | Shire | Shire / US and Canada 4 | |||
| hydrochloride) | secondary to a | |||||
| myeloproliferative disorder | ||||||
| XAGRID (anagrelide | Thrombocythemia | Shire | Shire / Germany, France, UK and | |||
| hydrochloride) | secondary to essential | Republic of Ireland 3 | ||||
| thrombocythemia | ||||||
| FOSRENOL (lanthanum | Hyperphosphatemia in end | Shire/AnorMED | Shire / US | |||
| carbonate) | stage renal disease | Inc. | ||||
| PROAMATINE / AMATINE | Symptomatic orthostatic | Nycomed | Shire / US and Canada | |||
| (midodrine hydrochloride) | hypotension | |||||
| CALCICHEW (calcium | Adjunct in osteoporosis | Nycomed | Shire / UK and Republic of Ireland | |||
| carbonate) range |
| 1 | Canadian marketing authorization is currently suspended. |
| 2 | Janssen Pharmaceutica N.V. (Janssen) (part of the Johnson & Johnson Group). |
| 3 | Also distributed in other European markets on Shires behalf. |
| 4 | Also distributed in other worldwide markets on Shires behalf. |
Treatments for CNS disorders
ADDERALL XR and ADDERALL
ADHD is estimated to affect between 3% and 9% of children in the US. Symptoms present themselves as impulsivity/hyperactivity, inattention or both. In up to 66% of children affected by the disorder, symptoms will persist into adulthood, with estimates of up to 8.6 million adults in the US having ADHD. According to IMS Health, a leading global provider of business intelligence for the pharmaceutical and healthcare industries, the US market for ADHD treatments was approximately $2.6 billion for the year to December 31, 2004.
Shires products, ADDERALL, which was launched in 1996, and ADDERALL XR, which was launched in 2001, contain a combination of mixed amphetamine salts.
In February 2002, Barr Laboratories, Inc. (Barr) announced that it had received FDA approval to market a generic version of the original ADDERALL formulation, which is not patent protected. Since then, several other companies have also obtained approval and launched generic versions of ADDERALL. However, much of Shires ADDERALL business has been switched to ADDERALL XR, a patent protected, longer acting formulation.
ADDERALL XR is a patented formulation which uses Shire Laboratories MICROTROL drug delivery technology and is designed to provide an all-day treatment with one morning dose. It can be administered as a capsule or sprinkled on soft food. In the ADHD market, a once-a-day formulation provides the following important patient benefits:
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ADDERALL XR was approved by the FDA in October 2001 and was launched in November 2001. In November 2001 a formulation and pharmaceutical composition patent for ADDERALL XR was issued by the US Patent and Trademark Office, providing coverage through to 2018. In August 2003, a second US patent covering ADDERALL XR was issued to Shire. The product had a three year FDA market exclusivity period to October 2004 under the US Hatch-Waxman Act. In October 2004 Shire satisfied the terms of a written request from the FDA for provision of data from a clinical program examining the effects of ADDERALL XR in adolescent pediatric patients. Following this, an additional six months of pediatric exclusivity was granted by the FDA under the pediatric exclusivity provisions of the US Food, Drug and Cosmetic Act. This extended the FDA pediatric exclusivity period for ADDERALL XR to April 2005.
In August 2004, the FDA approved ADDERALL XR as a once-daily treatment for adults with ADHD.
According to IMS Health, ADDERALL XR achieved a 25% share of the US prescription ADHD market for the month of December 2004.
ADDERALL XR was made commercially available for the treatment of children in Canada during February 2004. On February 9, 2005, Shire announced that Health Canada had suspended sales of ADDERALL XR in Canada where sales in 2004 amounted to $7.8 million. Following the Health Canada announcement, the FDA issued a statement in which it advised that after consultation with the Canadian authorities regarding the basis for their action, it did not feel that any immediate changes were warranted in the FDA labeling or approved use of ADDERALL XR in the US based on its preliminary understanding of Health Canadas analyses of adverse event reports and the FDAs own knowledge and assessment of those reports. Although Shire is complying with Health Canada's suspension request, the Company strongly disagrees with the conclusions drawn by Health Canada and has lodged an appeal and taken other actions to preserve its legal rights and options.
Shires extended release once daily ADDERALL XR, is covered by two US patents. Shire was notified in January 2003 (in respect of one patent) and August 2003 (in respect of the other patent), that Barr had submitted an abbreviated new drug application (ANDA) under the US Hatch-Waxman Act seeking permission to market a generic version of the 5mg, 10mg, 15mg, 20mg, 25mg and 30mg strengths of ADDERALL XR prior to the expiration dates of the two US patents and alleging that the patents are invalid, unenforceable or not infringed by Barrs proposed product. The Company has filed two suits against Barr seeking a ruling that Barrs ANDA infringes both of Shires US patents, an injunction to prevent Barr from commercializing its product before the expiration of the patents, damages in the event that Barr does engage in such commercialization and its attorneys fees and costs. See ITEM 3: Legal Proceedings, for further information.
Shire was notified in November 2003 that Impax Laboratories Inc. (Impax) had also submitted an ANDA under the US Hatch-Waxman Act seeking permission to market a generic version of the 30mg strength of ADDERALL XR, prior to the expiry of Shires two US patents and alleging that the patents are invalid, unenforceable or not infringed by Impaxs proposed product. The Company has filed a lawsuit against Impax seeking a ruling that Impaxs ANDA infringes both of Shires US patents, an injunction to prevent Impax commercializing its product before the expiration of the patents, damages in the event that Impax does engage in such commercialization and its attorneys fees and costs. In December 2004, Shire received an additional notification from Impax advising of the filing of an ANDA for generic versions of the 5mg, 10mg, 15mg, 20mg, and 25mg strengths of ADDERALL XR. Shire has also filed a separate lawsuit against Impax with respect to these strengths. See ITEM 3: Legal Proceedings, for further information.
In December 2004, Shire was notified that Colony Pharmaceuticals Inc (Colony) had submitted an ANDA under the US Hatch-Waxman Act seeking permission to market its generic versions of the 5mg, 10mg, 15mg, 20mg, 25mg and 30mg strengths of ADDERALL XR prior to the expiration date of the Companys patents. Shire has decided not to sue Colony.
In February 2005, Shire was notified that Teva Pharmaceuticals USA, Inc. (Teva) had submitted an ANDA under the US Hatch-Waxman Act seeking permission to market its generic versions of the 10mg and 30mg strengths of ADDERALL XR prior to the expiration date of the Companys patents. Shire is reviewing the content of the notice received from Teva and is considering what action, if any, it will take against Teva.
None of Barr, Impax, Colony or Teva may launch their generic versions of ADDERALL XR before they receive final approval of their respective ANDAs from the FDA. The lawsuits against Barr and Impax triggered stays of FDA approval of up to 30 months from the Companys receipt of, respectively, Barrs and Impaxs notices to allow the court to resolve the suits. In the Barr case, the latest 30 month stay expires in February 2006. In the Impax cases, the 30 month stay for the 30mg product expires in May 2006 and for the new strengths of 5mg, 10mg, 15mg, 20mg and 25mg in June 2007. The Impax court case is scheduled to go to trial in October 2005 and the Barr court case is scheduled to go to trial in January 2006. Should Barr receive a tentative approval from the FDA, it cannot lawfully launch its generic version before the earlier of the expiration of the currently pending 30-month stays or a district court decision in its favor. None of Impax, Colony or Teva will be able to lawfully launch a generic version of ADDERALL XR without the necessary
7
final approval from the FDA and the expiration of any market exclusivity rights granted by the FDA to the first to file. The FDA may grant 180 days of generic market exclusivity to the first to file. See ITEM 3: Legal Proceedings for further information.
Two life-cycle management projects for the ADDERALL franchise are currently under development, SPD465 and SPD483, which are in Phase III and pre-clinical stages, respectively.
CARBATROL
Approximately 2.5 million people in the US suffer from epilepsy, a disorder that is characterized by a propensity for recurrent seizures and is defined by two or more unprovoked seizures. CARBATROL is an extended release formulation of carbamazepine that uses Shires MICROTROL technology. It can be administered as a capsule or sprinkled on food and delivers consistent blood levels of drug over 24 hours, when taken twice daily. When administered in an immediate release formulation, carbamazepine requires dosing three to four times a day. CARBATROLs extended release formulation therefore provides potential compliance advantages for patients. Carbamazepine is one of the most widely prescribed anti-epileptic drugs; it is considered to be the gold standard molecule1 in the treatment of partial seizures. In the US prescription numbers for CARBATROL increased by over 100,000 to over one million in 2004.
The FDA approved CARBATROL in September 1997 for marketing in the US and it was launched in the US in June 1998. CARBATROL is protected by two US patents, with expiration dates of 2011 and 2016 respectively.
In August 2003, Shire received a notice that Nostrum Pharmaceuticals, Inc. (Nostrum) had filed an ANDA under the US Hatch-Waxman Act seeking permission to market a generic version of the 300 mg strength of CARBATROL and alleging that Shires patents are not infringed by Nostrums 300 mg extended release carbamazepine product. The Company has filed a lawsuit against Nostrum seeking a ruling that Nostrums product infringes Shires US patents, an injunction to prevent Nostrum commercializing its product before the expiration of the patent, damages in the event that Nostrum does engage in such commercialization and its attorneys fees and costs. See ITEM 3: Legal Proceedings, for further information.
1 For the treatment of systematic localized-related epilepsy, (simple partial, complex partial, secondary generalized).
REMINYL
Alzheimer's disease is the most common form of dementia in the US. It affects the ability to carry out normal daily activities and affects memory, language and behavior. It is progressive, with death usually occurring within eight to ten years following the onset of symptoms. It is estimated that approximately 4 million people in the US suffer from Alzheimer's disease.
REMINYL is used for the symptomatic treatment of mild to moderately severe dementia of the Alzheimer type. The Company is licensed to develop, manufacture and sell REMINYL for use in the treatment of Alzheimers disease and related dementias throughout the world, excluding North America, Japan, Korea, Taiwan, Thailand and Singapore. The Company in turn has granted a sub-license to Janssen to develop, manufacture and sell REMINYL in all territories licensed to the Company, except the UK and the Republic of Ireland where Shire now has the exclusive commercialization rights for the product (effective May 3, 2004). Janssen has been separately licensed by Synaptech Inc. to develop, manufacture and sell REMINYL in North America, Japan, Korea, Taiwan, Thailand and Singapore. The Company has also granted to Janssen a license to use the Companys know-how relating to REMINYL throughout the world except for the UK and the Republic of Ireland. Janssen pays the Company royalties on its net sales of REMINYL for Alzheimers disease and related dementias.
REMINYL was launched in the UK in September 2000 followed by launches in a number of other countries during late 2000 and 2001. In the US, REMINYL was approved by the FDA in February 2001 and launched in May 2001.
REMINYL was launched using natural galantamine extracted from daffodil bulbs. Regulatory approval for the manufacture of synthetic galantamine was gained in 2001 in Europe and the US.
Janssens US affiliate company continues to work on the implementation of an FDA requested name change for REMINYL in the US. The request results from dispensing errors in the US caused by confusion between REMINYL and the drug AMARYL® (glimepiride), a treatment of Type 2 diabetes mellitus. Janssens US affiliate is conducting market research for a new name in the US. The Company is unaware of any similar dispensing errors outside of the US.
The Company and Janssen are in ongoing discussions with the European regulatory authorities in relation to their assessment of the data for REMINYL from investigational studies in mild cognitive impairment.
On March 1, 2005, the National Institute for Clinical Excellence (NICE) in England and Wales issued a preliminary Appraisal Consultation Document for consultation with stakeholders. This preliminary appraisal recommends that all existing approved products for the symptomatic treatment of mild to moderate Alzheimer's disease in England and
8
Wales are no longer reimbursable when used by new patients. This consultation document affects REMINYL in England and Wales. The recommendation is primarily based on NICE's appraisal of the economic benefit of these products. Shire disagrees with NICE's appraisal and believes that the economic model used by NICE has fundamental flaws or limitations and will be submitting these views as part of the consultation process. If the recommendation is adopted, REMINYL would no longer be reimbursed for new patients in England and Wales from the date of implementation of the Final Appraisal Document, which the Company expects to be in second half of 2005. However, the Company expects that REMINYL would still be available under private prescription in England and Wales. Patients prescribed REMINYL on the National Health Service prior to the final appraisal being published would continue to be reimbursed.
Treatments for GI diseases
PENTASA
Ulcerative colitis, a type of inflammatory bowel disease, is a chronic, relapsing disease in which part or all of the large intestine becomes inflamed and often ulcerated. This condition is estimated to affect upwards of 1.2 million people worldwide. The mainstay of treatment for inflammatory bowel disease is 5-aminosalicylate (mesalamine) based products (5-ASA).
PENTASA controlled-release capsules are indicated for the induction of remission and for the treatment of patients with mild to moderately active ulcerative colitis. PENTASA is an ethylcellulose-coated, controlled release capsule formulation of mesalamine designed to release therapeutic quantities of mesalamine throughout the gastrointestinal tract. Having received FDA approval in July 2004 the 500mg dosage form was launched in September 2004.
COLAZIDE
In May 2000, Shire in-licensed COLAZIDE, a second treatment for ulcerative colitis, from Salix Pharmaceuticals Inc. for a number of European countries. The first launch of COLAZIDE was in the UK in September 2000.
Treatments for other diseases
AGRYLIN/XAGRID
Myeloproliferative disorders (MPD), including essential thrombocythemia (ET) and polycythemia vera, are a group of diseases in which one or more blood cell types are overproduced. In the case of platelets, which are involved in the blood clotting process, excess numbers can result in abnormal blood clot formation giving rise to events such as heart attack and stroke. Excessive platelet production can also lead to the formation of abnormal platelets, which may not be as effective in the clotting process. This can lead to events such as gastrointestinal bleeding.
Licensed from Bristol Myers Squibb in 1991, AGRYLIN was approved by the FDA for the treatment of ET in 1997 with an expanded indication for thrombocytosis (elevated platelet count) secondary to all MPDs granted in 1998. AGRYLIN is marketed in a number of countries outside of the US and was approved, with orphan drug status, for use in the EU, Iceland and Norway for second-line, monotherapy treatment of ET, under the trade name XAGRID, in November 2004. Since January 2005 XAGRID has been launched in France, Germany, the UK and Republic of Ireland, Denmark and Sweden. Launches in additional countries are anticipated during the course of the year.
The Company holds patents and patent applications in the US and other selected countries, including Europe, relating to processes for producing the active ingredient, anagrelide. The composition of matter patents for AGRYLIN have expired. The Company relies on trade secrets, unpatented know-how and trademarks and contractual arrangements with third parties to maintain its competitive position.
Orphan drug exclusivity for AGRYLIN in the US expired in March 2004 and a subsequent six-month pediatric exclusivity extension granted by the FDA (through to September 2004) has also expired. In August 2004, Shire filed a Citizens Petition with the FDA. This is a legal process requesting that the FDA reconsider an action, or potential action, (either decided or soon to be decided), that may impact the public at large. Shire has petitioned that any generic anagrelide product should be demonstrated to be bio-equivalent to AGRYLIN. The Company is anticipating the launch of generic versions of AGRYLIN in the US market but no generic products have come to market to date.
FOSRENOL
It is estimated that there are nearly one million patients worldwide with end-stage renal disease. In this condition the kidneys are unable to regulate the balance of phosphate in the body. If untreated, the resultant retention and elevated blood phosphate levels (hyperphosphatemia) can combine with other biochemical disturbances and result in bone disorders described as renal osteodystrophy. Recent research also suggests that hyperphosphatemia is associated with the development of cardiovascular disease which accounts for nearly 50% of deaths in dialysis patients.
9
FOSRENOL is Shires phosphate binder for use in end-stage renal failure patients receiving dialysis. FOSRENOL binds dietary phosphate in the stomach to prevent it from passing through the gut lining and based upon this mechanism of action, phosphate absorption from the diet is decreased. Shires clinical package now includes data from up to five years of use of FOSRENOL in patients in clinical trials. Formulated as a convenient chewable tablet it received FDA approval in the US in October 2004 and was made available on prescription in the US in January 2005. Approval was also gained in Sweden in March 2004, and further regulatory approvals have been sought in a number of other EU Member States pursuant to the Mutual Recognition Process. (See below under Products under development.) Following pricing and reimbursement discussions with individual countries the launch of FOSRENOL in Europe will be phased during 2005.
PROAMATINE / AMATINE
In 1996, PROAMATINE was approved by the FDA for the treatment of symptomatic orthostatic hypotension. This is a condition involving low blood pressure upon assuming an upright posture, resulting in dizziness, weakness or unconsciousness. A seven-year period of market exclusivity in the US expired in September 2003 and generic competitors have since entered the market.
CALCICHEW range
Osteoporosis is characterized by a progressive loss of bone mass that renders bone fragile and liable to fracture. More than three million people in the UK are estimated to suffer from this condition. Osteoporosis affects both sexes but is more rapid and profound in women, largely as a result of the decline in estrogen production following menopause.
Shire is licensed to distribute the CALCICHEW range of calcium and calcium/vitamin D supplements for the adjunctive treatment of osteoporosis. They are sold mainly in the UK and the Republic of Ireland. The CALCICHEW range includes CALCICHEW, CALCICHEW FORTE, CALCICHEW D-3® and CALCICHEW D-3FORTE® .
FARESTON
In November 2004, Shire sold the US marketing rights for FARESTON (toremifene) to the license holder Orion Corporation.
Royalties received from antiviral products
The Company receives royalties on antiviral products that were out-licensed by Shire to GSK. The table below lists these key antiviral products, indicating the owner/licensor and marketer of the product and the territory in which the product is being marketed.
| Products | Principal indications | Owner/licensor | Marketed by/relevant territory | |||
|
|
||||||
| 3TC/EPIVIR | HIV | Shire/GSK | Shire & GSK / Canada; GSK / RoW | |||
| COMBIVIR | HIV | Shire/GSK | Shire & GSK / Canada; GSK / RoW | |||
| TRIZIVIR | HIV | Shire/GSK | Shire & GSK / Canada; GSK / RoW | |||
| ZEFFIX/EPIVIR HBV/ | Hepatitis B infection | Shire/GSK | Shire & GSK / Canada; GSK / RoW | |||
| HEPTOVIR 1 | ||||||
| 1This is not a comprehensive list of trademarks for this product as various others are used in smaller markets. | ||||||
3TC/EPIVIR, COMBIVIR, TRIZIVIR
HIV is a retrovirus that has been isolated and recognized as the causative agent of Acquired Immunodeficiency Syndrome (AIDS). There are many strains of HIV throughout the world, although they all exhibit the same disease mechanism.
Lamivudine was originally discovered by Shire BioChem Inc. (BioChem), a wholly-owned subsidiary of Shire, and out-licensed to Glaxo Wellcome in 1990. Shire receives royalties on worldwide sales of lamivudine (now marketed in various single and combination formulations, including 3TC/EPIVIR, COMBIVIR and TRIZIVIR), except in Canada, where a commercialization partnership with GSK exists. These products are sold worldwide.
According to UNAIDS (a joint United Nations program on AIDS), in December 2004 there were 40 million adults and children living with the HIV infection worldwide. Estimates suggest that there were five million new infections in 2004.
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Hepatitis B virus (HBV) is the causative agent of both acute and chronic forms of Hepatitis B, a liver disease that is a major cause of death and disease throughout the world. Over two billion people worldwide have, at some point, been infected with HBV. Of these two billion, there are over 350 million people chronically infected. Vaccines to prevent infection by HBV are currently available, however, they have not been shown to be effective in those already infected with the virus.
Lamivudine has also been shown to be effective against HBV in patients with chronic HBV infection and is marketed as ZEFFIX and various other trademarks around the world. The Company has also entered into agreements with GSK in connection with this indication and the Company receives royalties on sales of lamivudine by GSK for treatment of chronic infection by HBV except in Canada, where a commercialization partnership with GSK exists.
Products under development
Shires R&D activities are designed to support the Companys commercial success in key global markets, with particular emphasis on the US, which represents approximately one-half of the world market. This requires investment in a number of areas including supporting the extension of the life-cycle of existing marketed products, the development of new medicinal products and the identification and assessment of new product opportunities.
Shire has refocused its R&D efforts towards late-stage opportunities, recognizing that in-licensing of late-stage development products reduces financial and technical risks associated with earlier stage research. Compatible with the search, development, market strategy the refocus has led to closure of its early stage research center in Canada in 2003 and the sale of the vaccines business to IDB in September 2004. In parallel, Shire has narrowed its current development focus to three core therapeutic areas: CNS, GI and GP.
To further focus R&D support on late-stage development activities for key global markets in core therapeutic areas, Shire has out-licensed and partnered a number of development programs. In 2003 Shire out-licensed the rights to develop and market two late-stage projects in Japan (AGRYLIN and FOSRENOL), in order to allow it to focus its R&D activities on US and European markets. In July 2004 the global research, development and marketing rights for TROXATYL for acute myelogenous leukemia were out-licensed to Structural GenomiX Inc. In January 2005 the Company out-licensed SPD 754, indicated for HIV, to Avexa Limited.
Shire is in the process of restructuring its R&D resources to support the re-focus of strategy. Shire plans to continue its virtual R&D approach whereby the Company will continue to utilize extensively external clinical research organizations in supporting its R&D activities.
The table below lists the Companys key products under development by therapeutic area, indicating the most advanced development status reached in any market for each and Shires territorial rights.
| Products | Principal indications |
Most advanced development status |
Shires territorial rights | |||
| Treatments for CNS disorders | ||||||
| EQUETRO 1 | Bipolar Disorder | Approved US | Global | |||
| ADDERALL XR adolescents | ADHD | Registration US | Global | |||
| MTS/METHYPATCH | ADHD | Registration US | Global | |||
| SPD503 | ADHD | Phase III | US | |||
| NRP104 2 | ADHD | Phase III | Global | |||
| SPD465 | ADHD | Phase III | Global | |||
| SPD483 | ADHD | Preclinical | Global |
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| Products | Principal indications | Most advanced development status |
Shires territorial rights | |||
| Treatments for GI diseases | ||||||
| SPD476 | Ulcerative colitis | Phase III | Key major markets | |||
| worldwide | ||||||
| SPD480 | Ulcerative colitis | Phase II | Key major markets | |||
| worldwide | ||||||
| Treatments for diseases in the GP area | ||||||
| FOSRENOL (lanthanum | Hyperphosphatemia in | Approved EU (reference | Global | |||
| carbonate) | end stage renal disease | member state Sweden); | ||||
| Registration (Australia, | ||||||
| Taiwan); | ||||||
| Pre-Registration (Canada); | ||||||
| Phase I Japan | ||||||
| 1 | EQUETRO (previously SPD417/BIPOTROL) was approved December 2004, launch of the product is planned for the first half of 2005. |
| 2 | Rights acquired from New River on January 31, 2005. |
Treatments for CNS disorders
EQUETRO (previously known as BIPOTROL and SPD417)
In December 2004 EQUETRO (extended-release carbamazepine capsules) received FDA approval for the treatment of acute manic and mixed episodes associated with bipolar I disorder. EQUETRO has three years market exclusivity under the US Hatch-Waxman Act.
ADDERALL XR Adolescents
In September 2004 a supplemental new drug application (sNDA) for the use of ADDERALL XR in the adolescent population was submitted to the FDA. It is anticipated that a response to this submission will be received during the second half of 2005.
MTS/METHYPATCH
In February 2003, Shire announced the acquisition of the worldwide sales and marketing rights of MTS/METHYPATCH from Noven.
A methylphenidate transdermal delivery system for the once-daily treatment of ADHD, MTS/METHYPATCH, if approved, will enable Shire to develop a new presence in the methylphenidate segment of the market, which currently represents nearly half of the US ADHD prescription volume.
In April 2003, Noven received a not approvable letter from the FDA in response to its June 2002 New Drug Application (NDA). A program has been agreed with the FDA to address issues raised in the letter and this work is currently ongoing.
MTS/METHYPATCH has a technology patent until 2012 and composition patents in the US and other key markets until December 2018.
SPD503
SPD503 (guanfacine) is a non-stimulant non-scheduled compound in Phase III development for use in ADHD; utility in both pediatrics and adults will be investigated. SPD503 is patented through 2015.
NRP104
Shire signed a collaboration agreement with New River on January 31, 2005 for NRP104, which is currently in Phase III development for the treatment of ADHD. A NDA for the product is currently anticipated to be filed with the FDA in the second half of 2005 or early 2006.
NRP104 is a new chemical entity, an amphetamine pro-drug where lysine is linked to d-amphetamine single salt. Because it is inactive until metabolized in the GI tract, it may offer the advantage of reduced potential for abuse or overdose and may have a unique safety profile versus traditional stimulants.
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Under the terms of the agreement Shire will collaborate with New River on developing, manufacturing, marketing and selling NRP104 in the US. In the rest of the world, Shire has the license to develop and commercialize NRP104.
SPD465 and SPD483
SPD465 and SPD483 are life-cycle projects for the ADDERALL franchise. SPD465 is now in Phase III of development, while SPD483 is in pre-clinical development.
SPD473
SPD473, a mixed monoamine reuptake inhibitor, was being investigated for use in the treatment of ADHD. Data from a Phase II (proof of concept study) reported in 2004 did not meet with Shires criteria for continued development of the product in this area and accordingly development activities have ceased.
Treatments for GI diseases
Ulcerative colitis is a serious chronic inflammatory bowel disease of the colon. Typically patients go through periods of relapse and remission over a number of years. 5-aminosalicylic acid (5-ASA) based products are the first line treatment for ulcerative colitis. Existing treatments generally require the patients to ingest a large volume of pills and are differentiated by the manner of release of the active drug in the colon.
SPD476
SPD476 is being developed as a high strength (1200mg) 5-ASA based product for ulcerative colitis using a unique formulation and delivery platform. Phase III development is ongoing. Rights to SPD476 in key global markets were licensed from Giuliani SpA on May 6, 2002. The formulation of this product is patented through 2020.
SPD480
SPD480 is a 5-ASA based product formulated in a single dose, 2g and 4g, foam for rectal delivery in the treatment of ulcerative colitis. Rights to key global markets were licensed from Giuliani SpA in October 2002. This product will provide an alternative treatment for distal/rectal ulcerative colitis and has reached Phase II development.
Treatments for other diseases in the GP area
FOSRENOL
FOSRENOL, the Companys treatment for patients with end stage renal disease, received FDA approval in October 2004 and the first European approval (by reference member state Sweden) was granted in March 2004 (see currently marketed products section above). Approvals are being sought in other EU territories.
Preventatives for viral infections
Following the sale of Shires vaccine business to IDB in September 2004, preventatives for viral infections no longer form part of the Shire portfolio.
Drug delivery technologies
Shire has developed several drug delivery technologies that can be applied to drugs in order to enhance their effectiveness or their convenience to patients. Generally, this involves reformulating the drug into a new delivery system designed either to enhance the absorption of the drug into the blood stream or, alternatively, to delay absorption of the drug into the bloodstream, thereby requiring the patient to take fewer daily doses.
The Companys portfolio of drug delivery technologies includes technologies to predict and enhance bio availability of drugs as well as technologies to develop oral controlled release profiles. The Company has employed these technologies selectively to develop its own unique products such as CARBATROL and ADDERALL XR.
Principal licensing and collaborative agreements
Various Galantamine agreements
Pursuant to an agreement with Synaptech Inc. (Synaptech), the owner of the patents on galantamine for use in the treatment of Alzheimer's disease, the Company has the exclusive right under Synaptechs patents and know-how to develop, manufacture and sell REMINYL for use in the treatment of Alzheimer's disease and related dementias worldwide except North America, Japan, Korea, Taiwan, Thailand and Singapore. The Company pays Synaptech royalties on the net sales of REMINYL by the Company and its sublicensees in these territories for Alzheimer's disease and related dementias.
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The Company, in turn entered into a sub-license with Janssen under which it granted Janssen exclusive rights under the Synaptech patents and know-how to develop, manufacture and sell REMINYL for use in Alzheimer's disease and related dementias in all territories licensed to the Company, except the UK and the Republic of Ireland. Janssen pays the Company royalties on its net sales of REMINYL for Alzheimers disease and related dementias. Janssen has entered into a separate license agreement with Synaptech covering North America, Japan, Korea, Taiwan, Thailand and Singapore.
The Company has also entered into a co-development, know-how and supply agreement with Janssen under which it licensed to Janssen all of its clinical data and know-how relating to the use of galantamine in Alzheimer's disease and related dementias and schizophrenia worldwide, except for the UK and the Republic of Ireland. In consideration for this licence over Shires clinical data and know-how, Janssen pays the Company additional royalties on its net sales of REMINYL for Alzheimers disease and related dementias and schizophrenia. The Company has the right to acquire any improvements for REMINYL developed or acquired by Janssen, including any new formulations or any new indications, in the UK and the Republic of Ireland. In return for such rights, the Company has agreed to pay a small percentage of any R&D or acquisition costs incurred.
The Company and Janssen co-promoted REMINYL in the UK and the Republic of Ireland until May 3, 2004. With effect from May 3, 2004, the Company terminated the co-promotion arrangement with Janssen and the Company purchased the exclusive rights to promote REMINYL in the UK and the Republic of Ireland for $30 million.
Lamivudine
By agreement between Shire BioChem and GSK dated January 31, 1990 and amended as of November 20, 1995, Shire BioChem and its affiliates licensed to GSK the worldwide rights, with the exception of Canada, to develop, manufacture and sell the nucleoside analogue lamivudine marketed as 3TC, ZEFFIX, HEPTODIN, HEPTOVIR, EPIVIR, EPIVIR-HBV, COMBIVIR and TRIZIVIR (together referred to in this section as lamivudine). A partnership exists between GSKs Canadian subsidiary, GSK Inc., and Shire BioChem to supply, market and sell lamivudine in Canada. GSK has agreed to manufacture all the required lamivudine to be supplied in Canada by the partnership.
In consideration for the grant of such rights, GSK agreed to undertake and fund the development of lamivudine and to pay Shire BioChem and its affiliates a royalty on sales of lamivudine. The amount of relevant patent prosecution costs and certain contractual and litigation costs may be deducted from royalties payable to Shire BioChem and its affiliates by GSK. If GSK terminates the license agreement as a result of a default by Shire, GSK will retain a non-exclusive, paid-up license from Shire BioChem and its affiliates to make, have made, use and sell lamivudine worldwide.
FOSRENOL
Johnson Matthey plc has been granted patents in the US and Europe and has pending applications elsewhere for pharmaceutical compositions containing lanthanum carbonate and the use of these compositions for the treatment or prevention of hyperphosphatemia. In February 1996, the Company entered into an agreement with Johnson Matthey under which Johnson Matthey granted to the Company an exclusive license agreement to develop, manufacture, use and sell FOSRENOL worldwide in consideration for an upfront payment and a royalty on sales of FOSRENOL. In December 1997, the Company consented to the assignment by Johnson Matthey of its patents to AnorMED Inc., a Canadian company, which is partially owned by Johnson Matthey. In March 2004, Shire acquired the rights to the global patents for FOSRENOL, excluding Japan. In September 2004, Shire exercised its option to acquire the Japanese patent rights. Under the terms of the agreement and option, Shire is required to pay AnorMED $18 million when FOSRENOL is approved in the US, $7 million when it is approved in the relevant European countries and $6 million upon receipt of regulatory approval in Japan. In return for these payments AnorMED is required to assign the relevant patent rights to Shire. As Shire owns the patents there will be no obligation to make any royalty payments to AnorMED.
As of December 31, 2004 $1 million of the $7 million European approval amount has been paid as a consequence of FOSRENOLs approval in Sweden and $18 million has been paid as a result of its approval in the US. An assignment agreement relating to all FOSRENOL patents outside Europe and Japan has been executed by the parties and is in the process of being filed at the relevant patent registries.
By an agreement between the Company and Bayer Yakuhin Limited (Bayer) dated December 8, 2003, Shire granted Bayer the exclusive right to develop, register, formulate, package, label, market and sell lanthanum carbonate under the brand name FOSRENOL in Japan. In consideration of the grant of these rights, Bayer has agreed to undertake and fund the development of lanthanum carbonate in Japan and pay the Company a royalty on sales of lanthanum carbonate. Bayer has agreed to pay the Company a milestone payment of $8 million on receipt of marketing authorization in Japan. Bayer has granted the Company a non-exclusive, royalty-free, perpetual license to use any
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know-how or data developed or generated by Bayer during its development activities under the agreement for the registration, marketing, sale and use of FOSRENOL in any country outside Japan.
MTS/METHYPATCH
In February 2003, the Company acquired from Noven the worldwide sales and marketing rights to MTS/METHYPATCH, a methylphenidate transdermal delivery system for the once daily treatment of ADHD. The Company made an upfront milestone payment of $25 million. The Company is committed to pay an additional $50 million upon regulatory approval of the product. In addition the Company has an obligation to make further milestone payments, which are linked to the future sales performance of the product, of up to $75 million. In April 2003, Noven received a not approvable letter from the FDA in response to its June 27, 2002 application for regulatory approval. The Company is currently working with Noven to address outstanding issues raised by the FDA in its not approvable letter.
MTS/METHYPATCH has a technology patent until 2012 and composition patents in the US and other key markets until December 2018.
NRP 104
In January 2005, Shire entered into an agreement with New River to collaborate in developing, manufacturing, marketing and selling NRP104 in the US. In the rest of the world, Shire acquired the license to develop and commercialize NRP104, in return for which New River will receive a low double-digit royalty.
Shire will account for the US product sales and New River may supply up to 25% of the sales effort in the US under a co-promotion right. New River will be financially and operationally responsible for clinical and manufacturing development in the US.
Upon FDA approval, the parties will divide US operating profit in accordance with the following general principles: Shire will retain 75% of profits for the first two years following launch and the parties will share the profits equally thereafter.
Shire paid an initial sum of $50 million on signing and a further $50 million is payable to New River upon acceptance of filing of the NDA by the FDA. Up to $300 million in milestone payments could also be payable to New River depending on the characteristics of the FDA approved product labelling. A $5 million milestone payment is payable following the first commercial sale in specified European countries. An additional $100 million milestone would be payable as a sales bonus upon achieving a significant sales target.
Shire may be entitled to refunds of amounts previously paid in the event of a delayed product approval.
Manufacturing and distribution
ADDERALL XR is manufactured, on behalf of Shire, by DSM Pharmaceuticals Inc. (DSM).
During 2003, Shire discontinued production at its Valley Stream facility and closed its redundant distribution facility, located in Buffalo Grove, Illinois. These actions were part of a coordinated initiative to upgrade manufacturing capacity and rationalize non-strategic manufacturing and distribution facilities within North America.
On September 27, 2002, Shire acquired Atlantic Pharmaceutical Services Inc., since renamed Shire US Manufacturing Inc. (SUMI), which included a state-of-the-art manufacturing facility located in Owings Mills, Maryland. The SUMI facility mitigates the Companys supply risk in the US and complements its policy of dual-sourcing key products. It is expected that the SUMI facility will further contribute as a primary or secondary manufacturer for ADDERALL XR, CARBATROL, PENTASA and EQUETRO in 2005.
As part of the acquisition agreement of MTS/METHYPATCH, dated February 27, 2003, Noven will manufacture this product.
Shires US distribution center, which includes a large vault to house DEA-regulated Schedule II products, is located in Northern Kentucky. From there, the Company distributes its products to nearly all the wholesale distribution centers and the three major warehousing pharmacy chains that stock Schedule II drugs in the US, providing access to nearly all pharmacies in the US. Shires other products marketed in the US and Canada are manufactured and packaged by third party contract manufacturers.
All products marketed by the UK-based sales and marketing operation are either manufactured and supplied by the originator of the product under supply arrangements or are manufactured for Shire by third parties under contract. Distribution in the UK, Spain, Italy, France, Germany, the Republic of Ireland and to other export territories is also contracted out to third parties. The Company has access to all principal drug wholesale chains in the UK and the Republic of Ireland and their respective distribution centers.
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In the US, the Companys significant customers include McKesson Corp., Cardinal Health Inc., Amerisource Bergen Corp. and Walgreen Co. and in the UK include AAH Pharmaceuticals Limited, Unichem plc, Phoenix Healthcare Distribution Ltd. and The Boots Company plc. For the year to December 31, 2004, the four largest trade customers, McKesson Corp., Cardinal Health Inc., Amerisource Bergen Corp and Walgreen Co., accounted for approximately 25%, 22%, 12% and 12% of product sales, respectively.
In the US, the Company's significant wholesale distributors (Cardinal Health Inc., McKesson Corp., and Amerisource Bergen Corp.) are in the midst of a business model transition with respect to how they are compensated by pharmaceutical manufacturers. The new model relies on fee-for-service based compensation, which should allow Shire to more efficiently manage inventory levels held by its wholesale distributors in the future. Shire has agreed terms for a multi-year fee-for-service contract with Cardinal Health and is currently negotiating with McKesson and Amerisource Bergen.
Intellectual Property
An important part of the Companys business strategy is to protect its products and technologies through the use of patents, proprietary technologies and trademarks, to the extent available. Shires success will depend, in part, upon its ability to obtain and enforce strong patents, to maintain trade secret protection and to operate without infringing the proprietary rights of others. The Companys policy is to seek patent protection for proprietary technology whenever possible in the US, Canada, major European countries and Japan. Where practicable, the Company seeks patent protection in other countries on a selective basis. In all cases the Company endeavours to either obtain patent protection itself or support applications by its licensors.
In the regular course of business, Shires patents may be challenged by third parties. Shire is a party to litigation or other proceedings relating to intellectual property rights. Details of ongoing litigation are provided in ITEM 3: Legal Proceedings.
The Company also relies on trade secrets, unpatented know-how and technological innovations, trademarks and contractual arrangements with third parties to maintain and enhance its competitive position where it is unable to obtain patent protection or where marketed products are not covered by specific patents.
Commercial success will depend, in part, on the Company not infringing patents or proprietary rights of others and not breaching licenses granted to it. The degree of patent protection afforded to pharmaceutical inventions around the world is uncertain. If patents are granted to other parties that contain claims having a scope that is interpreted by the relevant authorities to cover any of Shires products or technologies, there can be no guarantee that Shire will be able to obtain licenses to such patents or make other arrangements at reasonable cost, if at all.
The following is a summary of existing intellectual property protection for the Companys key currently marketed products and key development projects:
Patents for treatments of central nervous system disorders
Shire holds issued patents in the US, Canada and Mexico for ADDERALL XR and has patents pending in a number of jurisdictions including certain European countries and Japan. The Company has two US patents issued to it relating to CARBATROL and EQUETRO and has corresponding patents granted in most European countries and Canada, as well as a pending patent application in Japan.
REMINYL: The Companys licensors hold issued patents in the US, Europe and Japan relating to the use of galantamine for the treatment of Alzheimer's disease and related dementias.
Patents for treatments of other diseases
The Company holds certain pending patent applications relating to FOSRENOL in the US, Europe, Japan and selected other countries. Additionally, the Company is a licensee to certain pending patent applications and patents relating to FOSRENOL in the US, Europe, Japan and selected other countries. Shires licensor is obligated to assign these patents and patent applications to Shire upon certain conditions being met.
Patents for treatments and preventatives of viral diseases
Shire has numerous issued patents in the US claiming nucleoside analogues, methods of treatment using nucleoside analogues and processes for producing these nucleoside analogues. These patents include claims covering the chemical composition of lamivudine and related nucleoside analogues and methods of treating viral infections, including HIV and HBV with lamivudine and related nucleoside analogues. It also has issued patents and pending applications
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covering lamivudine and related nucleoside analogues, processes for their preparation and methods of using the same in over 100 countries, including the US, Europe and Japan.
Patents for products under development
The Company holds an issued patent in the US for SPD503 and pending applications in other countries including Europe, Canada and Japan. Shire has licensed the rights to SPD503 from certain individuals and the licensors have issued patents in the US. As regards SPD476, Shires licensor holds issued patents in US and Europe relating to SPD476 and applications pending in other countries, including Canada and Japan. For MTS/METHYPATCH, Shire's licensor holds issued patents in the US and Europe and has patent applications pending in several countries. For SPD480, Shires licensor holds issued patents in the US and Italy. The Company's licensor holds certain US and international patent applications relating to NRP104.
Trade secrets, unpatented know-how and contractual protections
For CALCICHEW, PENTASA, PROAMATINE, AMATINE and AGRYLIN (XAGRID), the Company relies variously on trade secrets, unpatented know-how and technological innovations, trademarks, and contractual arrangements with third parties to maintain its competitive position. COLAZIDE has no current patent protection, although it is the subject of a supplementary protection certificate expiring in 2006. In relation to these products, the Company, or its partners, are unable to obtain additional patent protection and/or existing marketed products are not currently covered by enforceable patents.
Competition
Shire believes that competition in its markets is based on, among other things, product safety, efficacy, convenience of dosing, reliability, availability and price. Companies with more resources and larger R&D expenditures have a greater ability to fund research and clinical trials necessary for regulatory applications, and may have an improved likelihood of obtaining approval of drugs that would compete with Shires drugs. Prior regulatory approvals for competing products would force the Companys development products to compete with an established drug. Other products now in use or under development by others may be more effective or have fewer side effects than the Companys current or future products.
ADHD franchise
Competition in the US ADHD market continues to increase. Whilst no new products were launched in 2004 several have been launched in recent years. In 2003 Eli Lilly launched STRATTERA, a non-stimulant, non-scheduled treatment for ADHD. In 2002 Novartis (in conjunction with Elan) launched RITALIN LA, an extended release formulation of methylphenidate and FOCALIN (in conjunction with Celgene), a short-acting formulation of dexmethylphenidate, the active isomer of traditional methylphenidate preparations.
With regard to the current stimulant class medications, Shire is aware of efforts by Celgene and Celltech to develop a single isomer version of methylphenidate.
The Company is also aware of clinical development efforts by Cephalon, GSK, Gliatech, Cortex, Boehringer Ingelheim, Eisai, Bristol-Myers Squibb (in collaboration with Elan) and Abbott to develop additional indications and new non-stimulant treatment options for ADHD. In December 2004 Cephalon filed a NDA with the FDA for ATTENANCE, a non-amphetamine product, for the treatment of ADHD in patients 6-17 years of age.
Generic and other possible competition to the Company