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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
     
(Mark One)    
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the Fiscal Year Ended December 31, 2004
 
or
 
o
  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 000-50516
Eyetech Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its Charter)
     
Delaware
  13-4104684
(State of incorporation)   (I.R.S. Employer Identification No.)
3 Times Square, 12th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 824-3100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Common Stock, Par Value $0.01 Per Share
(Title of class)
          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 þ          No o
          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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o
          Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ
     Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sale price for such stock on June 30, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter: $1,480,652,143.
     The number of shares of registrant’s common stock outstanding on March 10, 2005 was 42,989,062.
     Portions of the registrant’s Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders of the registrant to be held May 11, 2005 are incorporated by reference into Part III of this Form 10-K.
 
 


TABLE OF CONTENTS
                 
        Page
         
 PART I
                 
Special Note Regarding Forward-looking Statements     1  
 Item 1.    Business     1  
 Item 2.    Properties     31  
 Item 3.    Legal Proceedings     31  
 Item 4.    Submission of Matters to a Vote of Security Holders     31  
 
 PART II
 Item 5.    Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     32  
 Item 6.    Selected Financial Data     33  
 Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations     34  
 Item 7A.    Quantitative and Qualitative Disclosure About Market Risk     60  
 Item 8.    Financial Statements and Supplementary Data     60  
 Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     60  
 Item 9A.    Controls and Procedures     60  
 Item 9B.    Other Information     61  
 
 PART III
 Item 10.    Directors and Executive Officers of the Registrant     62  
 Item 11.    Executive Compensation     63  
 Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     64  
 Item 13.    Certain Relationships and Related Transactions     64  
 Item 14.    Principal Accountant Fees and Services     64  
 
 PART IV
 Item 15.    Exhibits and Financial Statement Schedules     65  
 AMENDMENT NO. 2 TO CONSULTING AGREEMENT
 EMPLOYMENT AGREEMENT
 AMENDMENT TO EMPLOYMENT AGREEMENT
 SEPARATION AGREEMENT
 LIST OF SUBSIDIARIES
 CONSENT OF ERNST & YOUNG LLP
 CERTIFICATION
 CERTIFICATION
 CERTIFICATION
 CERTIFICATION
Eyetechtm, Eyetech Pharmaceuticalstm and Macugen® are our trademarks. Each of the other trademarks, trade names or service marks appearing in this document belongs to its respective holder.


Table of Contents

PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
      This Annual Report on Form 10-K contains forward-looking statements relating to future events and our future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Stockholders are cautioned that such statements involve risks and uncertainties. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s beliefs and assumptions. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future clinical trials, future financial position, future sales, future revenues, future profitability, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this report, particularly in the “Risk Factors that May Affect Results” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any forward-looking statements.
Item 1. Business
Overview
      Eyetech Pharmaceuticals, Inc. is a biopharmaceutical company that specializes in the development and commercialization of novel therapeutics to treat diseases of the eye. Our initial focus is on diseases affecting the back of the eye, particularly the retina, because we believe that these diseases have the greatest unmet medical need and represent the largest potential market opportunities in ophthalmology.
      In January 2005, we began selling our first product, Macugen® (pegaptanib sodium injection), in the United States for use in the treatment of all types of neovascular age-related macular degeneration, known as wet AMD or neovascular AMD. Macugen was approved in December 2004 by the United States Food and Drug Administration, or FDA, to treat neovascular AMD under its “fast track,” Pilot 1 program, which is reserved for drug candidates that may meet a significant unmet medical need. We are also developing Macugen for the treatment of diabetic macular edema, known as DME, and retinal vein occlusion, known as RVO. In December 2002, we entered into a collaboration with Pfizer Inc. to develop and commercialize Macugen for the prevention and treatment of diseases of the eye.
      Macugen is the first and only FDA-approved therapy for the treatment of all subtypes of neovascular AMD. Macugen addresses the abnormal blood vessel growth and blood vessel leakage that is believed to be the underlying cause of the disease. We believe Macugen has benefits over existing therapies in the treatment of neovascular AMD. We also believe Macugen may provide considerable benefits over the existing therapies for the blood vessel leakage associated with DME. Significant scientific evidence suggests that the presence in the eye of elevated levels of a protein known as vascular endothelial growth factor, or VEGF, plays an important role in causing this abnormal blood vessel growth and blood vessel leakage. Based on animal tests that we conducted, we believe that Macugen prevents VEGF from binding to its natural receptor, thereby inhibiting such abnormal blood vessel growth and blood vessel leakage.
      Neovascular AMD and DME are two of the leading causes of severe vision loss and blindness in the adult population. In the United States, we estimate that as many as 15 million people suffer from some form of AMD and that there are more than 1.6 million cases of neovascular AMD. Approximately 500,000 new cases of neovascular AMD arise each year world-wide, approximately 200,000 of which in the United States.

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Although neovascular AMD represents approximately 10% of all AMD cases, it is responsible for up to 90% of the severe vision loss associated with AMD, with a majority of neovascular AMD patients experiencing severe vision loss in the affected eye within months to two years after diagnosis of the disease. Because AMD generally affects adults over 50 years of age, we expect the incidence of AMD to increase significantly as the baby boom generation ages and overall life expectancy increases.
      In May 2004, we announced preliminary data from our Phase 2 clinical trial for the use of Macugen in the treatment of DME, showing positive visual and anatomical outcomes. The FDA has also given “fast track” designation to Macugen for the treatment of DME. Diabetic retinopathy is the leading cause of blindness in people less than 50 years of age in developed countries. DME is a manifestation of diabetic retinopathy and the leading cause of vision loss in diabetic retinopathy. In the United States, there are approximately 500,000 people suffering from DME, with approximately 75,000 new cases each year. We expect the incidence of DME in the United States to increase as the number of people with diabetes increases. We believe that the prevalence and incidence of AMD and DME in the European Union are similar to those in the United States. Because the existing treatments for DME have significant limitations, there is a significant unmet medical need for a new therapy for this disease.
      As part of our collaboration with Pfizer, we and Pfizer are co-promoting Macugen in the United States and are further developing Macugen. We have granted Pfizer the exclusive right to develop and commercialize Macugen outside the United States under a royalty-bearing license. Pfizer has filed new drug applications for Macugen with the European Medicines Agency, which covers 25 countries, and an additional six countries. Under the collaboration, we also are entitled to participate in the United States in detailing Pfizer’s product Xalatan for the treatment of glaucoma.
      We are led by a team of experienced pharmaceutical industry executives and recognized experts in ophthalmology and vision research. We believe that this team provides us with a significant complement of capabilities in the discovery, development and commercialization of novel therapeutics to treat diseases of the eye.
      Eyetech Pharmaceuticals, Inc. is a Delaware corporation formed in February 2000.
Our Business Strategy
      Our mission is to develop and commercialize novel therapeutics to treat diseases of the eye, with an initial focus on diseases of the back of the eye. The key elements of our strategy in support of this mission are to:
  •  Maximize Commercial Potential of Macugen. We are devoting most of our efforts to commercializing Macugen in the United States for the treatment of neovascular AMD and completing the clinical and regulatory development of Macugen. We are exploring the application of Macugen to additional ophthalmic indications, including DME and RVO.
 
  •  Develop Alternative Drug Delivery Technologies. We are working to develop or acquire alternative technologies for the administration of drugs to the back of the eye that could facilitate the use of Macugen and other drugs as continuing or even preventive treatments for various back of the eye diseases, including neovascular AMD, DME and RVO.
 
  •  Identify New Ophthalmic Products. We have established an internal research effort with the goal of discovering and validating new ophthalmic disease targets and developing novel therapeutics for the treatment of ophthalmic diseases. In particular, we are actively engaged in the pre-clinical development of compounds to be used in combination with Macugen that may enhance its effectiveness, or expand its clinical utility. We are also seeking to license or otherwise acquire the rights to potential new drugs and drug targets for the treatment of ophthalmic disease. We have an agreement with Archemix Corp. to collaborate on the research and development of aptamers for ophthalmic indications. Aptamers are single strands of oligonucleotide that bind to molecular targets in a manner conceptually similar to antibodies. As such, aptamers have a number of desirable characteristics for use as therapeutics, including biological efficacy, high specificity and affinity, and excellent pharmacokinetic properties.

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  •  Explore Additional Non-Ophthalmic Indications for Macugen. We are evaluating whether the anti-VEGF characteristics of Macugen may make it an attractive local treatment for cancer. For indications outside of ophthalmology, we may seek collaborators or licensees for drug development and commercialization.
Eye Disease
      The human eye possesses focusing elements in the front, the cornea and lens, and a light-sensing element in the back, the retina. Light falls on the photoreceptors that are part of the retina, called rods and cones, and is converted into electrical energy, which travels via the optic nerve to the brain. The central most portion of the retina is the macula, which is the region responsible for seeing color and the acute central vision necessary for activities such as reading, face recognition, watching television and driving. The brain processes the complex signals sent from the retina into vision. The following diagram illustrates the principal elements of the anatomy of a healthy eye, including a detailed cross-section of the back of the eye.
NORMAL MACULA DIAGRAM
      Eye disease can be caused by many factors and can affect both the front and back of the eye. In its most extreme cases, eye disease can result in either partial or total blindness. In the developed world, the major diseases that result in blindness are those affecting the retina, including AMD, diabetic retinopathy, of which DME is a manifestation, and glaucoma. These diseases deny patients of their sight, and, as a result, their ability to live independently and perform daily activities.
Age-Related Macular Degeneration
      AMD is a chronic, progressive disease of the macula that results in the loss of central vision. The most common symptoms are a central blurred or blank spot, distortion of objects or simply blurred vision. Peripheral vision usually remains intact. The disease typically affects patients initially in one eye, with a high likelihood of it occurring in the second eye over time. Because AMD is strongly correlated with aging, we believe that it is likely for the disease to recur, notwithstanding treatment, as the aging process continues. Thus, patients who have been administered the existing therapies for AMD have frequently required retreatment.
      According to the Macula Vision Research Foundation, as many as 15 million people in the United States suffer from some form of AMD, with more than 1.6 million experiencing the active blood vessel growth and blood vessel leakage associated with neovascular AMD. In addition, AMD Alliance International reports that

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approximately 500,000 new cases of neovascular AMD arise each year world-wide, including approximately 200,000 new cases of neovascular AMD each year in the United States. According to the Centers for Disease Control and Prevention, or CDC, the rate of AMD increases sharply with age, from 18% among people 70 to 74 years of age to 47% among people 85 years and older. According to the U.S. Census Bureau, the number of people in the United States aged 50 or older is approximately 80 million and is expected to increase by approximately 40% over the next two decades. We expect that this increase in the number of elderly people will result in a significant increase in the number of cases of AMD in the United States. Further, as patients lose their sight to neovascular AMD, and thereby lose their ability to perform the routine functions of daily living, up to one-third of such patients become clinically depressed. We believe this further underscores the need for treatment for neovascular AMD.
      There are two forms of AMD, “dry” AMD and “wet” or “neovascular” AMD:
  •  Dry AMD. Dry AMD is the most common form of AMD, representing approximately 90% of all cases. However, dry AMD accounts for only 10% of the severe vision loss associated with AMD. Dry AMD is characterized by the development of yellow-white deposits under the retina, known as drusen, and sometimes the deterioration of the retina, although without abnormal blood vessel growth and bleeding. There is no generally accepted treatment for dry AMD, although vitamins, antioxidants and zinc supplements may slow its progression. Over time, dry AMD cases often develop into neovascular AMD.
 
  •  Neovascular AMD. Neovascular AMD represents approximately 10% of all cases of AMD, but is responsible for up to 90% of the severe vision loss associated with the disease. Neovascular AMD occurs when new blood vessels from the tissue layer in the eye just beneath the retina, called the choroid, invade into the retinal layers through a membrane known as Bruch’s membrane. This abnormal blood vessel growth generally is known as angiogenesis and, in the context of neovascular AMD, is called choroidal neovascularization. These new blood vessels tend to be fragile and often bleed and leak fluid into the macula, resulting in loss of vision. For this reason, neovascular AMD is also known as wet AMD. Untreated, this blood vessel growth and leakage can lead to scarring and, eventually, to the destruction of the macula. The majority of patients with neovascular AMD experience severe vision loss in the affected eye within months to two years after diagnosis of the disease.
      The following diagram is a detailed cross-section of the back of the eye as affected by neovascular AMD.
(WET AGE-RELATED MACULAR DEGENERATION)
      The abnormal blood vessel growth of neovascular AMD can be located either directly under the area at the center of the macula, known as the fovea, or away from the fovea. Neovascular AMD that occurs directly under the fovea is known as subfoveal neovascular AMD. Neovascular AMD that occurs elsewhere in the

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macula is known as either extrafoveal or juxtafoveal neovascular AMD. The fovea is responsible for the ability to see fine detail and color. More than 90% of neovascular AMD cases are subfoveal.
      Subfoveal neovascular AMD is divided into three principal subtypes based on the pattern of the abnormal blood vessels, or lesions, as seen in the retina through an imaging procedure known as angiography. The classic pattern consists of well-defined abnormal blood vessels with distinct edges. In the occult pattern, the edges of the abnormal blood vessels are more poorly demarcated and diffuse. The principal subtypes of subfoveal neovascular AMD, based on the patterns of the abnormal blood vessels, are the following:
  •  Predominantly Classic. In the predominantly classic subtype, more than 50% of the patient’s abnormal blood vessels are of the classic pattern. We estimate that this subtype accounts for up to 25% of the cases of subfoveal neovascular AMD and generally has the most aggressive disease pathology, leading to more rapid vision loss than the other subtypes.
 
  •  Minimally Classic. In the minimally classic subtype, fewer than 50% of the patient’s abnormal blood vessels are of the classic pattern. We estimate that this subtype accounts for approximately 35% of the cases of subfoveal neovascular AMD and generally has a less rapid rate of vision loss than the predominantly classic subtype, but a more rapid rate than the occult subtype.
 
  •  Occult. In the occult subtype, all of the patient’s abnormal blood vessels are of the occult pattern. We estimate that this subtype accounts for approximately 40% of the cases of subfoveal neovascular AMD and generally has a less rapid rate of vision loss.
      We based the foregoing estimates of the percentages of patients suffering from each subtype on a survey of ophthalmologists that we conducted in 2002. These estimates are supported by the enrollment data from our Phase 2/3 pivotal clinical trials for neovascular AMD.
      In the United States, Macugen is the first and only FDA-approved drug for all subtypes of neovascular AMD. One other therapy is FDA-approved in the United States for the predominantly classic subtype of neovascular AMD. In the European Union, there is an approved therapy for only the predominantly classic and occult subtypes. As a result, prior to the approval of Macugen, we estimate that the previously approved therapies are only indicated for up to 25% of United States patients and 65% of European patients, thus leaving a significant unmet medical need for the balance.
Diabetic Macular Edema
      DME is a complication of diabetic retinopathy, a disease affecting the blood vessels of the retina. Diabetic retinopathy results in multiple abnormalities in the retina, including retinal thickening and edema, hemorrhages, impeded blood flow, excessive leakage of fluid from blood vessels and, in the final stages, abnormal blood vessel growth. This blood vessel growth can lead to large hemorrhages and severe retinal damage. When the blood vessel leakage of diabetic retinopathy causes swelling in the macula, it is referred to as DME. The principal symptom of DME is a loss of central vision. Risk factors associated with DME include poorly controlled blood glucose levels, high blood pressure, abnormal kidney function causing fluid retention, high cholesterol levels and other general systemic factors.
      According to the World Health Organization, diabetic retinopathy is the leading cause of blindness in working age adults and a leading cause of vision loss in diabetics. The American Diabetes Association reports that there are approximately 18 million diabetics in the United States and approximately 1.3 million newly diagnosed cases of diabetes in the United States each year. Prevent Blindness America and the National Eye Institute estimate that in the United States there are over 5.3 million people aged 18 or older with diabetic retinopathy, including approximately 500,000 with DME. The CDC estimates that there are approximately 75,000 new cases of DME in the United States each year.

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Limitations of Other Available Therapies for Neovascular AMD
      Other than Macugen, the therapies currently available for the treatment of neovascular AMD are photodynamic therapy and thermal laser treatment.
      Photodynamic Therapy. Photodynamic therapy involves the use of a light-activated drug, or photosensitizer, named Visudyne® to treat neovascular AMD. The therapy involves a two-step process in which the drug is administered systemically by intravenous infusion and then a dose of low energy light is delivered to the target site to activate the photosensitizer and destroy the newly grown abnormal blood vessels. Worldwide sales of Visudyne in 2004 were approximately $448 million.
      Visudyne therapy has an important therapeutic indication limitation in that it is approved in the United States only for the treatment of the predominantly classic subtype of subfoveal neovascular AMD, which is estimated to be up to 25% of the total subfoveal neovascular AMD market in the United States. In the European Union, Visudyne therapy is only approved for the treatment of the predominantly classic and occult subtypes of subfoveal neovascular AMD. In April 2004, the Centers for Medicare & Medicaid Services implemented its decision to expand reimbursement for Visudyne therapy to include coverage for its use in the treatment of the minimally classic and occult subtypes, but only for patients in whom the lesions are small and when there is evidence of progression within the three months prior to initial treatment. For this purpose, small lesions are those of less than four disc areas. However, in October 2004, data released from an ongoing Phase III clinical trial to determine if photodynamic therapy with Visudyne can reduce the risk of vision loss in AMD patients with the subfoveal occult subtype with no classic choroidal neovascularization failed to achieve statistical significance at the 12-month time point, one of the trial’s primary endpoints.
      Visudyne therapy also has a number of clinical shortcomings, including side effects that include the following:
  •  Severe vision decrease of four lines or more within seven days of treatment reported in 1-5% of patients, subject to partial subsequent recovery in some patients;
 
  •  Photosensitivity in the form of skin sunburn following exposure to sunlight; and
 
  •  Back pain resulting primarily from the infusion.
      In the pivotal clinical trial of Visudyne, approximately 91% of the patients who received Visudyne for the treatment of neovascular AMD experienced a recurrence of the condition within three months of treatment, necessitating retreatment. Furthermore, the method of administering this therapy requires the physician to invest in expensive laser equipment and retain paramedical personnel to assist in the intravenous infusion of the photosensitizer.
      Thermal Laser Treatment. Thermal laser treatment, also known as photocoagulation, for the treatment of neovascular AMD entails the use of a high-energy laser to destroy the abnormal blood vessels that are growing and leaking in the macula. This is a surgical procedure and is not subject to FDA approval. Because the lasered portions of the retina are irreversibly destroyed, thermal laser treatment generally is used only for the minority of neovascular AMD patients with the extrafoveal and juxtafoveal forms of the disease, in which the abnormal blood vessel growth and vessel leakage occur away from the center of the macula. Thermal laser treatment is generally not used for subfoveal neovascular AMD because of the risk of immediate and permanent vision loss resulting from the laser burns to the center of the macula. Approximately 50% of the patients who receive thermal laser therapy for the treatment of neovascular AMD experience recurrence of the condition during the ensuing year as a result of regrowth of the abnormal blood vessels. In addition, patients treated with thermal laser therapy frequently experience blind spots, known as scotomas, as a result of the destruction of the area of the retina where the treatment is administered.
Limitations of Currently Available Therapies for DME
      There is no approved drug therapy for DME in the United States or the European Union. The current therapies for the treatment of DME are thermal laser treatment and steroid treatment administered by physicians on an off-label basis.

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      Thermal Laser Treatment. Thermal laser treatment does not result in an improvement in vision in most patients, and some patients continue to lose vision. As discussed above, thermal laser treatment results in focused, localized destruction of portions of the retina. As a result, patients treated with this procedure frequently experience scotomas.
      Steroid Therapy. Some physicians recently have begun to treat DME on an off-label basis with injections of corticosteroids into the vitreous, the jelly-like fluid that fills the back of the eye. This method of administering drugs to the back of the eye is known as intravitreal injection. The efficacy of steroid therapy for DME is unknown. Based on the product labels for steroids and numerous published studies, we believe that steroid therapy for DME may have a number of significant side effects that can lead to loss of vision, including worsening of cataracts and steroid-induced glaucoma. The steroids typically used for this treatment are off-patent and inexpensive.
Macugen
      Macugen is the first and only FDA-approved therapy for the treatment of all types of neovascular AMD, without angiographic or demographic restrictions. We believe Macugen is a novel, breakthrough therapy for the treatment of neovascular AMD. Macugen addresses the abnormal blood vessel growth and blood vessel leakage that is believed to be the underlying cause of the disease. We believe Macugen has benefits over existing therapies for neovascular AMD. We also believe Macugen may be a novel therapy for the treatment of DME. Based on research regarding the pathologies of neovascular AMD and DME, our knowledge of the mechanism of action of Macugen and the molecular and clinical attributes of this product, we believe that Macugen will overcome many of the limitations of the existing therapies for neovascular AMD and DME.
Mechanism of Action
      The active pharmaceutical ingredient in Macugen is a PEGylated aptamer that binds to and inhibits the function of VEGF. An aptamer is a single strand of oligonucleotide that binds with specificity to a particular target, such as VEGF. VEGF is a protein that has been shown to play an important role in the abnormal blood vessel growth and blood vessel leakage associated with neovascular AMD and the blood vessel leakage associated with DME. In multiple preclinical studies in animals, VEGF has been shown to be associated with blood vessel growth and leakage in the eye. In addition, in numerous animal species, anti-VEGF agents have inhibited blood vessel formation and leakage in multiple blood vessel layers of the eye, including the iris, the retina and the choroid. In substantial human clinical research, VEGF concentrations in eyes afflicted with neovascular AMD or DME were found to correlate with the presence and severity of these diseases.
      The following diagram illustrates how we believe VEGF is blocked from binding with its natural receptor after Macugen binds with VEGF.
ANTI-VEGF ACTIVITY OF MACUGEN

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Method of Administration
      Macugen is currently administered by intravitreal injection. Before a physician administers the injection of Macugen, the patient receives a pre-injection preparation consisting of a broad-spectrum antibiotic and/or iodine-based topical anti-bacterial followed by topical numbing drops and/or a superficial pre-injection of a local anesthetic to numb the eye. This procedure can be administered by a skilled clinician and can be completed in a typical office visit or other outpatient setting. By injecting this medication into the vitreous, the physician delivers Macugen directly to the affected eye tissue. Intravitreal injections are commonly used in many other therapies for eye disorders, including antibiotic and steroid therapies.
Specificity
      In humans, there are at least five subtypes, or isoforms, of VEGF. Based on preclinical in vitro and animal studies that we have conducted, we believe that two of these VEGF isoforms, isoforms 165 and 121, are present in the eye in meaningful levels. In these studies, elevated levels of the animal counterpart of human isoform 165 was required for abnormal blood vessel growth in the retina. We believe that the unique shape of the Macugen aptamer allows it to bind to VEGF isoform 165 with high specificity through a lock and key type mechanism. In multiple animal models of pathological ocular vessel growth and leakage, we found that the animal counterpart of VEGF isoform 165 was specifically increased in animals with these conditions. In these tests, we also found that Macugen binding with the animal counterpart of isoform 165 was highly effective in inhibiting abnormal blood vessel growth in the retina. Macugen did not bind with the animal counterpart of isoform 121 to any significant degree. In an animal study conducted by us involving a direct comparison with a VEGF inhibitor that blocks all isoforms, Macugen was as effective at inhibiting abnormal blood vessel growth in the retina as the other VEGF inhibitor. Conversely, in these tests, Macugen did not affect the normal vessels of the retina whereas the pan-VEGF isoform inhibitor altered their growth and survival.
Anti-permeability
      VEGF is a very strong inducer of blood vessel permeability. For example, in animal tests VEGF has been shown to be 50,000 times more potent than histamine, the molecule commonly associated with blood vessel leakage related to allergies. Also in animal tests, it has been shown that VEGF is required for the blood vessel permeability associated with neovascular AMD and diabetic retinopathy. In addition to its anti-angiogenic property of inhibiting abnormal blood vessel growth, Macugen has been shown in animal tests to inhibit blood vessels from leaking into the retina. By preventing blood vessel leakage as well as abnormal blood vessel growth, Macugen offers a potential two-pronged approach to the treatment of neovascular AMD. By preventing blood vessel leakage, Macugen also offers a potential treatment for DME. In animal models of diabetes-related blood vessel leakage, the animal counterpart of 165 was specifically increased in the retina. This is the isoform that is selectively inhibited by Macugen in animal models.
No Observed Immunogenicity
      Aptamers in general tend not to trigger adverse immune responses. To date, we have not observed any meaningful clinical immunologic reactions to Macugen.
Stability and Attractive Pharmacokinetic Profile
      Macugen is a PEGylated molecule, which means that a molecule of polyethylene glycol is attached to the strand of nucleic acid. This PEGylation increases the half-life of the product, which in turn increases the time that Macugen actively targets the disease site. This may allow for less frequent dosing. The unPEGylated Macugen aptamer also demonstrates high stability under various temperature and pH levels, which suggests that the aptamer may be suitable for administration via different delivery methods.

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Clinical Development of Macugen
      We have completed two years of our Phase 2/3 pivotal clinical trials for the use of Macugen in the treatment of neovascular AMD. These Phase 2/3 clinical trials are ongoing to generate long-term safety data for up to five years. We also completed a Phase 2 clinical trial of Macugen in the treatment of DME. A Phase 2 clinical trial of Macugen in the treatment of RVO is ongoing and open to enrollment.
      We are planning to conduct a number of additional clinical trials of Macugen, including a Phase 4 clinical trial for the efficacy of Macugen in combination with Visudyne in the treatment of neovascular AMD, a Phase 4 clinical trial to explore the safety and efficacy of the FDA approved 0.3 mg dose of Macugen versus two additional lower doses of Macugen in patients with neovascular AMD, and a Phase 2/3 clinical trial for the use of Macugen in the treatment of DME. The following table summarizes our material ongoing and planned clinical trials of Macugen.
                                 
                    First Patient   Number of   Enrollment
Indication   Trial Name   Phase   Objectives   Geography   Enrolled   Patients   Status
                             
AMD
    EOP 1003     2/3 (Pivotal)   Safety
Dose finding Efficacy
  International (including U.S.)   October 2001   612   Year two complete; continuation safety study ongoing
      EOP 1004     2/3 (Pivotal)   Safety
Dose finding Efficacy
  North America   August 2001   578   Year two complete; continuation safety study ongoing
      EOP 1006     2   Pharmacokinetics Safety
Efficacy
  North America   January 2003   147   Fully enrolled
      EOP 1012     4   Efficacy in combination with Visudyne   International   Planned for the second quarter of 2005   360-380   Planned
      EOP 1014     4   Post-approval FDA commitment Safety Efficacy   International   Planned for the first quarter of 2006   240   Planned
 
DME
    EOP 1005     2   Dose finding
Safety
Proof of Concept
  International (including U.S.)   October 2002   169   Study completed
      EOP 1013     2/3   Dose finding Efficacy   International   Planned for the second half of 2005   Pending   Planned
 
Retinal Vein Occlusion     EOP 1011     2   Safety Dose finding Proof of Concept   International   May 2004   Planned 90   Currently enrolling
Clinical Trials for the Treatment of Neovascular AMD
Phase 2/3 Pivotal Clinical Trials
      Trial Design. In 2001, we initiated two Phase 2/3 pivotal clinical trials for the use of Macugen in the treatment of neovascular AMD. We are conducting one of these trials in North America and one primarily outside North America. We have enrolled 578 patients in the North American trial and 612 patients in the international trial. Retinal specialists at 117 leading medical centers are participating in these two Phase 2/3 clinical trials.
      We designed the enrollment criteria for the trials to assess the treatment effect of Macugen in a broad patient population. Both trials enrolled patients with subfoveal neovascular AMD of all three lesion subtypes, with a wide range of lesion sizes and with a variety of other lesion characteristics. Patients who had previously

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received subfoveal thermal laser therapy or who had significant subfoveal scarring or atrophy were not eligible to participate in the trials.
      Prior to enrollment in the studies, we measured each patient’s visual acuity to establish a baseline. Patients with a broad range of baseline visual acuity were included in both trials. To qualify for enrollment, the visual acuity in the patient’s study eye had to be between 20/40 and 20/320. Visual acuity in the patient’s other eye had to be better than or equal to 20/800. In these trials, visual acuity is measured as the number of letters that the patient can read on the Early Treatment Diabetic Retinopathy Study, or ETDRS, eye chart. This is the standard eye chart used in these types of trials. Five letters on the ETDRS eye chart equates to one line of visual acuity.
      To ensure that uniform criteria were applied in characterizing patients’ lesions, we engaged the Wilmer Technology Assessment Program, part of the Wilmer Eye Institute at Johns Hopkins University School of Medicine, to review the angiogram of each patient’s affected eye. Through the use of this centralized reading center, we were able to confirm patient eligibility and properly classify patients by neovascular AMD subtype before enrolling them in the study.
      In these pivotal trials, we randomly assigned patients to one of four groups. Three groups were treated with an intravitreal injection of Macugen. The fourth group served as the control group and received a sham injection. In the first 54 weeks of the trials, the three treated groups received different doses of Macugen: 0.3 mg per injection, 1 mg per injection or 3 mg per injection. To reduce potential bias, both trials use a double-masked study design so that neither the patient nor the investigational staff involved with assessing the vision of the patient knows to which group each patient belongs. The sham injection included all steps involved in the intravitreal treatment injections with the exception that patients in the control group had an empty syringe pressed against their eye walls without a needle. This procedure mimics an intravitreal injection and helps to maintain proper masking. Patients received a treatment every six weeks during the first 54 weeks. At the discretion of the treating physician, patients with predominantly classic subfoveal neovascular AMD who were eligible for photodynamic therapy could receive Visudyne treatment before enrollment on up to one occasion between 8 and 13 weeks prior to enrollment, at baseline and during the trials. In this sense, the control group used in these studies represents usual care and is substantively different from previously published studies in which control groups did not receive treatment.
      In North America, we are conducting the trials ourselves. We have engaged a clinical research organization to conduct the clinical trials in Europe, South America, Australia and Israel.
      First-Year Clinical Trial Results. Of the 1,208 patients who were enrolled in these trials, the 1,186 patients who received at least one injection and were tested for changes in visual acuity constituted the intent-to-treat population for purposes of analysis of efficacy data. The two trials are scheduled to continue for 154 weeks. However, the primary efficacy endpoint was based on this intent-to-treat patient population at 54 weeks. The following table describes the combined safety patient populations from the two trials.
                   
    Treated with    
    Macugen   Control
         
Number of patients
    892       298  
Male/ Female(%)
    42/58       40/60  
Average age at baseline
    76.0       75.7  
Mean baseline visual acuity score (letters):
               
 
Treated eye
    51.5       52.7  
 
Non-treated eye
    55.6       57.1  
Neovascular AMD subtype(%):
               
 
Predominantly classic
    26.0       26.0  
 
Minimally classic
    36.0       34.0  
 
Occult
    38.0       40.0  

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      Patient characteristics such as gender, age and baseline vision were balanced across the treatment and control groups. Patients also were randomized to establish balanced representation of each subtype of subfoveal neovascular AMD across the treatment and control groups.
      There was a high compliance rate in the first 54 weeks of these trials. For the patients who had at least one study treatment, the combined average number of treatments for trial participants was approximately 8.5 out of 9 possible treatments. Further, the completion rate across both trials was also high, with over 90% of all patients remaining in the trials for the full 54 weeks.
      Primary Efficacy Endpoint. The primary efficacy endpoint in these trials was the proportion of patients losing less than 15 letters, or three lines, of visual acuity on the ETDRS eye chart from baseline after 54 weeks. This is the same primary clinical endpoint that was used in the pivotal clinical trials for Visudyne. We discussed our trial protocols and statistical analysis plan with the FDA prior to unmasking the data.
      Based on our analysis of the data from the combined patient populations of both trials, the primary efficacy endpoint was met with statistical significance for all three doses of Macugen. In connection with our analysis of the combined patient data, we determined statistical significance based on a widely used, conventional statistical method that establishes the p-value of clinical results. Under this method, a p-value of 0.05 or less represents statistical significance. The following table summarizes the combined trial results.
                         
    Patients Losing Less    
    Than 15 Letters    
         
Dose   Individuals   Percentage   p-value
             
0.3 mg Macugen
    206/294       70 %     0.0001  
1 mg Macugen
    213/300       71 %     0.0003  
3 mg Macugen
    193/296       65 %     0.0310  
Control
    164/296       55 %      
      Based on the data from the combined patient populations of both trials, the 0.3 mg dose of Macugen was the lowest effective dose of the three doses tested. On a combined basis, 70% of the patients treated with the 0.3 mg dose of Macugen lost fewer than 15 letters of visual acuity at 54 weeks compared to 55% of the patients in the control group, resulting in a relative difference of 27% between the treated and the control groups. This result had a p-value of 0.0001. In addition, based on our preliminary analysis of the safety data from these trials, each of the three dose levels tested in the trials appears to have a favorable safety profile. To address statistical and other regulatory requirements, we sought and received approval for the 0.3 mg dose of Macugen for the treatment of neovascular AMD.
      To qualify for FDA approval, a drug candidate typically has to demonstrate a clinically relevant treatment effect with statistical significance in replicate trials. Moreover, when multiple doses of a drug are tested against a single control group, a more stringent statistical method that accounts for multiple comparisons must be applied. For this purpose, we used the Hochberg multiple comparison procedure. Under the Hochberg procedure, in order to demonstrate statistical significance for any particular dose, it is necessary to establish a p-value that meets a stricter standard than the conventional standard of a p-value of 0.05 or less. We designed our two separate, but substantially identical, North American and international clinical trials to meet these regulatory requirements. For the 0.3 mg Macugen dose, the primary clinical endpoint was achieved with statistical significance in both the North American and international trials using the more stringent Hochberg statistical methodology. The p-value was 0.003 in the North American trial and 0.011 in the international trial.
      Efficacy Across All Neovascular AMD Subtypes. The combined data from the two trials demonstrate that the treatment effect of Macugen is consistent across all three subtypes of subfoveal neovascular AMD with respect to both mean vision loss and prevention of three line loss. To assess the consistency in treatment effect across lesion subtypes, we performed an analysis known as the Breslow-Day test. The analysis showed no evidence of interaction between neovascular AMD subtypes and Macugen treatment effect, demonstrating that the results for any single lesion subtype did not disproportionately contribute to the overall efficacy observed in the trials and that the treatment effect of Macugen is consistent across all subtypes. In December 2004, the FDA approved the use of the 0.3 mg dose of Macugen in the treatment of patients with all three

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subtypes of subfoveal neovascular AMD. Moreover, the following chart depicts, for the combined patient populations of both trials, the mean change in visual acuity by subtype for patients treated with the 0.3 mg dose of Macugen and for patients in the control group. The mean change in visual acuity is expressed as the average number of letters lost by patients with each neovascular AMD subtype.
      Secondary Endpoints and Other Clinical Observations. In addition to the primary endpoint data described above, we analyzed the results from the combined populations of patients from both trials treated with the 0.3 mg dose of Macugen to assess the degree, rate and sustainability of change in visual acuity compared to the combined control group populations.
      To assess the degree of change in visual acuity, one of the secondary endpoints measured the proportion of patients whose visual acuity remained at baseline or improved over the 54-week trial period, and a second measured the proportion of patients whose visual acuity improved by 15 or more letters, or three or more lines, over the 54-week trial period. Although not prospectively specified in the trial protocols as secondary endpoints, we also assessed the proportion of patients who gained one or more lines of visual acuity over the 54-week trial period, the proportion of patients who gained two or more lines of visual acuity over the 54-week trial period and the proportion of patients who experienced severe loss of vision, defined as a loss of 30 or more letters, or six or more lines, of visual acuity over the 54-week trial period. The following table summarizes the combined results from both trials as to these secondary endpoints and additional analyses.
                           
    Proportion of Patients    
         
    Macugen 0.3 mg   Control   p-value
             
Maintenance of or gain in vision:
                       
 
³0 line vision gain
    33 %     23 %     0.0032  
Gain in vision:
                       
 
³1 line vision gain
    22 %     12 %     0.0043  
 
³2 line vision gain
    11 %     6 %     0.0239  
 
³3 line vision gain
    6 %     2 %     0.0401  
Severe loss of vision:
                       
 
³6 line vision loss
    10 %     22 %     0.0001  
      All observations of the combined trial results summarized in the above table were statistically significant using the conventional p-value method, including the results from the two pre-specified secondary endpoints.

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      Additional secondary endpoints measured the rate and sustainability of Macugen’s clinical effect. Specifically, these endpoints compared the mean change in visual acuity after six, 12 and 54 weeks between the combined populations from both trials receiving the 0.3 mg dose of Macugen and the combined populations from both trials in the control group. The following table summarizes the data for these secondary endpoints.
                         
    Mean Change in Visual Acuity (Letters)
Observation Period   Macugen 0.3 mg   Control   p-value
             
6 weeks
    (1.5 )     (4.0 )     0.0069  
12 weeks
    (3.2 )     (6.3 )     0.0037  
54 weeks
    (8.0 )     (15.0 )     0.0000  
      These data suggest that the onset of clinical benefit for patients with neovascular AMD may be observed as early as six weeks after initial treatment. At 54 weeks, the combined population of patients from both trials receiving the 0.3 mg dose of Macugen on average continued to lose fewer letters of vision than patients in the combined control group. Furthermore, in the combined analysis, after 54 weeks, 62% more patients in the control group deteriorated to 20/200 visual acuity in the study eye than in the Macugen 0.3 mg dose group. A person is generally considered to be legally blind if their visual acuity is 20/200 or worse using both eyes with the benefit of corrective measures, such as eyeglasses.
      Analysis of the data suggests that the overall efficacy is independent of lesion size and patient age. Specifically, statistical interaction tests indicate that efficacy is similar in small and large lesions as well as in younger and older patients. For these tests, small lesions were those of less than four disc areas, whereas large lesions were those of four or more disc areas, and younger patients were those less than 75 years of age, whereas older patients were those of 75 years of age or more.
      Visudyne Use During the Trials. We did not design the trials to investigate the efficacy of Macugen treatment combined with photodynamic therapy using Visudyne. However, patients with a history of up to one prior administration of photodynamic therapy using Visudyne between 8 and 13 weeks before their first study visit were eligible for enrollment in our trials. Also, patients with predominantly classic subfoveal neovascular AMD at baseline who were eligible for Visudyne treatment could receive such treatment at baseline and during the studies at the discretion of the treating physician. Only 26% of all enrolled patients in the combined trials were eligible for Visudyne treatment at the beginning of the study. Of the 26% eligible, 65% actually received Visudyne treatment at any time. In addition, a small number of patients originally classified as minimally classic or occult converted to the predominantly classic subtype and received Visudyne. Overall, 75% of the patients in the trials did not receive any Visudyne treatment. Excluding those patients that received Visudyne treatment prior to study enrollment, investigators administered Visudyne treatment to approximately 50% more patients in the control group than in the Macugen 0.3 mg group. Overall, 24% more patients in the control group than in the Macugen 0.3 mg group received photodynamic therapy at any time, whether prior to, at or after baseline. The 0.3 mg dose of Macugen demonstrated a statistically significant, clinically relevant treatment benefit relative to control despite this higher rate of Visudyne usage in the control group. Therefore, we believe that the results of treatment with the 0.3 mg dose of Macugen are independent of Visudyne usage.
      Safety. In the first year of the trials, Macugen was well-tolerated at all three doses. Our preliminary assessment of adverse event data indicates that there is no apparent increased risk of systemic adverse events to patients as a result of the use of Macugen. Few patients in either the treated or control groups discontinued their participation in the trials as a result of adverse events. Injection-related serious adverse events were low in number and included endophthalmitis, which is an infection of the eye, retinal detachment and physician-induced, or iatrogenic, traumatic cataract. During the first year of the trial, there were 12 cases of endophthalmitis reported, representing an incidence of 0.16% per injection or 1.3% per patient over the first year of treatment, six cases of retinal detachment reported, representing an incidence of 0.07% per injection or 0.6% per patient over the first year of treatment, and five cases of traumatic cataract, representing an incidence of 0.07% per injection or 0.6% per patient over the first year of treatment. Of the six cases of retinal detachment, two were exudative in nature and likely attributable to the underlying disease and four were due

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to a tear or hole in the retina, known as rhegmatogenous, and may be attributable to the injection procedure. Only four of the patients who developed endophthalmitis experienced vision loss of 15 or more letters at week 54 compared to their baseline vision. Only one patient who developed endophthalmitis experienced severe vision loss of six or more lines, which represents approximately 0.1% of the patients treated with Macugen in the trials. The incidence of these injection-related adverse events is well within what we believe to be the tolerable limits for a drug that is administered by intravitreal injection. There was no evidence of drug-associated cataract or persistently elevated intraocular pressure or glaucoma in patients in the trials. Furthermore, the percentage of reported deaths was similar in the treated and control groups. We believe that the observed death rates and the serious adverse event profiles are consistent with those of the general population of patients with demographic characteristics similar to those of patients in the trials. Side effects from clinical and preclinical trials of systemic VEGF inhibitors have included hypertension, thromboembolic events, bleeding and proteinuria. None of these side effects was noted to have been associated with the use of Macugen, which is a non-systemic VEGF inhibitor, in our trials.
      Second and Third Year of the Trials. Because of the role of the aging process in neovascular AMD, it was biologically plausible that continued neutralization of VEGF would be important beyond 54 weeks. Therefore, we followed up with patients beyond 54 weeks to determine, among other things, whether continued therapy with Macugen provides additional benefits and acceptable safety.
      At week 54, patients originally assigned to Macugen injection were re-randomized on a 1:1 basis either to continue or discontinue therapy for a further eight injections over 48 weeks. Patients assigned to the control group in the first year of study were re-randomized either to receive sham injections for another year, to discontinue sham injections, or to receive one of the three tested doses of Macugen injection, 0.3 mg, 1.0 mg or 3.0 mg. Patients who were randomized to discontinue therapy were eligible to resume therapy if they had benefited from treatment in the first year and had lost at least two lines of vision after discontinuation. Approximately 90% of patients who received at least one treatment at baseline were re-randomized at week 54 of the study, and approximately 90% of such re-randomized patients were assessed at week 102 of the study. The mean number of treatments for patients re-randomized to continue therapy for a further 48 weeks was approximately 16 of a possible 17 total injections over two years.
      In the combined analysis, from the start of the study to week 102, patients re-randomized to continue a second year of the 0.3 mg dose of Macugen lost an average of 9.4 letters of visual acuity compared to 17.0 letters of visual acuity for patients in the control group (p<0.05). In addition, 59% (78 out of 133) of patients re-randomized to continue a second year of 0.3 mg dose of Macugen lost less than 15 letters of visual acuity compared to 45% (48 out of 107) for patients in the control group (p<0.05). Thirty-five patients re-randomized to discontinue the 0.3 mg dose of Macugen lost more than 15 letters of visual acuity after week 54 compared to 21 patients re-randomized to continue a second year of such therapy (p<0.05). No systemic safety concerns and no new ocular safety issues emerged during the second year of the trial. The incidence of common ocular adverse events was similar to that in the first year of the trial. Most events reported in study eyes were mild-to-moderate in severity, transient, and attributed by investigators to the injection procedure rather than to the study drug.
      During the second year of the trial, there was one case of traumatic cataract, representing an incidence of 0.02% per injection, seven cases of retinal detachment, representing an incidence of 0.17% per injection, and four cases of endophthalmitis, representing an incidence of 0.10% per injection. There was no evidence of cataract progres