Title Is Times New Roman 32 pt., Line Spacing .9 Lines

Title Is Times New Roman 32 pt., Line Spacing .9 Lines

The Financial Impact of Regulation and Litigation Andrew Baum MD Managing Director Co-head of European Pharmaceutical Research Morgan Stanley April 2006 Morgan Stanley does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. Please refer to important disclosures at the end of this presentation l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 What do we do? How does regulation and litigation impact investors ? How does litigation impact industry- strategic shifts ? What key legal development and impact investment outlook? 2 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 What do we do? Generate alpha for investors (institutional, retail, hedge funds) by identifying mis-pricing in the prices of pharmaceutical stocks. Make money for investors 3 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 How do we do it?

1. Ratings and price targets 2. Industry experts: Information, insights and access Anticipating events (e.g. patent settlement, strong EPS) Interpreting, translating event into financial context Relationships with companies, clinicians, lawyers (competition , FDA, intellectual property), tax specialists, biostatisticians, regulators 4 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Examples of Stock Specific and Thematic research 5 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Industry outlook has been tough Shortened product cycles Fewer product cycles Higher development risk Lower returns Weakened public image and negotiating power Sicko Michael Moore movie 6 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20

Underperformance of US Pharmaceutical Sector 140 100 80 60 40 MSCI Europe MSCI Europe Pharma 01-Mar-06 01-Jan-06 01-Nov-05 01-Sep-05 01-Jul-05 01-May-05 01-Mar-05 01-Jan-05 01-Nov-04 01-Sep-04 01-Jul-04 01-May-04 01-Mar-04 01-Jan-04

01-Nov-03 01-Sep-03 01-Jul-03 01-May-03 01-Mar-03 01-Jan-03 01-Nov-02 01-Sep-02 01-Jul-02 01-May-02 0 01-Mar-02 20 01-Jan-02 Performance Rebased 120 MSCI US Pharma e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation 7

l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Shortened Product Cycles, Lower Returns e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research 8 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Shortened Product Cycles, Lower Returns e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research 9 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Cycles are Evident in the Healthcare Sector Morgan Stanley View We think that this chart shows some evidence of a 20 year product cycle that has been interrupted twice by political and private market intervention, respectively, in 1984 and 1992/3. In each case growth rates re-built as the market recognized that a new product cycle was in existence. The current slow down is due to patent expirations and lack of major new products

Three year forward growth rate for US sector shows evidence of cycles 17 16 15 HatchWaxman DRG's Resumption of new product cycle Hillary Clinton PBM's HMO's Resumption of new product cycle DTC 14 13 12 11 Patent Expiration Maturation of new product cycle 10 9 Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02

Source: Factset, Morgan Stanley Research 10 l:\eps\templates\firmwide\--new template\---screen.pot Litigation impact on share price dramatic: reaction and opportunity 1) Pfizer/ Ranbaxy Lipitor. Value transfer 2) Lovenox/ Momenta. Value transfer 3) Plavix settlement. Value creation 4) Cephalon settlement. Value creation 3) Merck Vioxx. Value destruction 02/24/20 11 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 480 27 26 25

24 23 22 21 20 19 18 460 440 420 400 380 360 Ranbaxy 21-Mar-06 14-Mar-06 07-Mar-06 28-Feb-06 21-Feb-06 14-Feb-06 07-Feb-06 31-Jan-06 24-Jan-06 17-Jan-06 10-Jan-06 03-Jan-06

27-Dec-05 20-Dec-05 13-Dec-05 06-Dec-05 29-Nov-05 22-Nov-05 15-Nov-05 08-Nov-05 340 Pfizer Share Price ($) Patent Case Ruling 01-Nov-05 Ranbaxy Share Price (Rupees) Pfizer. Lipitor patents upheld. Transfer value Pfizer e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation 12 Lovenox Decision 75

74 73 72 71 70 69 68 67 66 65 35 30 25 20 15 10 Sanofi 18-Sep-05 11-Sep-05 04-Sep-05 28-Aug-05 21-Aug-05 14-Aug-05 07-Aug-05 31-Jul-05 24-Jul-05 17-Jul-05

10-Jul-05 03-Jul-05 26-Jun-05 19-Jun-05 12-Jun-05 0 05-Jun-05 29-May-05 22-May-05 15-May-05 08-May-05 5 01-May-05 Sanofi Share Price () Sanofi-Aventis. Reversal of Summary Judgment on Lovenox 02/24/20 Momenta Share Price ($) l:\eps\templates\firmwide\--new template\---screen.pot Momenta e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation

13 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 12-Apr-06 5-Apr-06 29-Mar-06 22-Mar-06 8-Mar-06 1-Mar-06 22-Feb-06 15-Feb-06 8-Feb-06 80 79 78 77 76 75 74 73 72 71 70 15-Mar-06 Plavix

Settlement 1-Feb-06 Price () Sanofi- Aventis. Plavix settlement. Value for all? e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation 14 l:\eps\templates\firmwide\--new template\---screen.pot Provigil: Settlement drives value creation, but much discounted 02/24/20 Provigil Settlement 85 75 70 65 60 55 20-Apr-06 6-Apr-06 23-Mar-06 9-Mar-06 23-Feb-06 9-Feb-06

26-Jan-06 12-Jan-06 29-Dec-05 15-Dec-05 50 1-Dec-05 Price () 80 e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation 15 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Merck. Vioxx withdrawal and litigation Vioxx Withdrawn 45 40 35 30 25 19-Dec-04 5-Dec-04

21-Nov-04 7-Nov-04 24-Oct-04 10-Oct-04 26-Sep-04 12-Sep-04 29-Aug-04 15-Aug-04 20 1-Aug-04 Price ($) 50 e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research Please refer to important disclosures at the end of this presentation 16 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Calculating Magnitude of Share Reaction Value = Current and future contribution of a drug to firms cash flows Methodologies What was stock already discounting ? US vs EU investors % earnings Net Present Value of discounted cash flows

17 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Plavix Case Study. Intepreting Plavix Settlement Interpreting Plavix Settlement 90 3.7 85 1.7 Target Price 2.1 80 3.4 75 2.4 2.6% 4.1% 1.9% 2.4% 89.1 3.8% 75.9 70

65 Bear Case Acomplia (1.4bn in 2012) US Plavix US Lovenox CHARISMA Acomplia (3bn in 2012) Bull Case Drivers of Earnings Upside 9.0 8.5 0.76 2011 EPS () 8.0 0.29 7.5 0.61 7.0 6.5 0.31 6.0 3.5%

5.5 5.0 0.31 3.5% 8.7% 3.3% 7.0% 8.75 6.47 4.5 4.0 Bear Case Acomplia (1.4bn in 2012) US Plavix US Lovenox CHARISMA Acomplia (3bn in 2012) Blue Sky Case Source: Company data, Morgan Stanley Research estimates 18

l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Drivers of Valuation Upside 96 13.5 Blue Sky 2007 PE: 2007 PEG: 1.3 95 07-12 Sales CAGR(%) 7.93 94 07-12 EPS CAGR(%) 92 90 88 Target Price Base 90 10 2007 PE 13.5 2007 PEG 1.5 07-12 Sales CAGR(%) 6.9 07-12 EPS CAGR (%) 8.9 No generic Plavix in US No generic Lovenox in US 3 bn Acomplia Sales in 2012 No generic Plavix in US No generic Lovenox in US

1.4 bn Acomplia Sales in 2012 Share Price () 86 84 82 Bear 81 80 78 2007 PE 2007 PEG 07-12 Sales CAGR (%) 07-12 EPS CAGR (%) 14.7 1.75 6.23 8.39 Generic US Plavix Generic US Lovenox Acomplia NOT approved 76 74 72 Share Price Prior month 70 19 l:\eps\templates\firmwide\--new template\---screen.pot

02/24/20 How litigation and regulation shapes industry strategy Law permeates every crevice of industry strategy 1) Vioxx or Fen-Fen liabilities Minimisation of leverage. Reduces potential returns for shareholders 2) Hatch-Waxman and emergence of US generic environment Direct generic investment, expertise in line extensions, geographic diversification outside US market 3) Biogenerics legislation and guidelines in Europe Direct investment in biogeneric, emergence of foci of biologic expertise 4) Shortened cycle time Driver for consolidation, given ability to absorb revenue loss to generics is greater 20 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Increasing Diversification with Generic Biologicals Increasing Diversification with Generic Biologicals e = Morgan Stanley Research estimates Source: Company data, Morgan Stanley Research 21 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Key themes Patent settlement in US Authorised generics EU and US biosimilar regulation and litigation Tort reform, product liability and insurance

22 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Schematic for Potential Plavix Settlement 1Q06 2Q06 3Q06 4Q06 2007 2008 2010 2009 2011 2012 17 Nov 13 17 Nov 11 (no paediatric ext.) (paediatric ext.) Patent 265 Timeline assumes Dr Reddys, Teva and Cobalt are not successful in turning over patent 3 9 mth period expected Generics in March or Sept 11

FTC Accept Apotex settlement announced Renegotiate FTC Reject Appeal Trial vs. FTC Or Agency Court Trial vs. Apotex Patent upheld Appeal Patent invalid Apotex triggers 180-days Dr Reddys in discussion Settlement announced Generics 6 mths after Apotex launch Trial vs. Reddys and appeal Patent upheld Patent invalid. Potex launches generic and triggers 180-days

Teva & cobalt Trial vs. Teva & Cobalt and appeal Patent upheld Patent invalid. Apotex launches generic and triggers 180-days 23 l:\eps\templates\firmwide\--new template\---screen.pot Schematic for Potential Outcomes Under Apotex Settlement 02/24/20 24 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Value of patent settlement Insurance against earnings risk Protects valuation of stock- acquisition currency Net Present Value of cash flows at risk Facilitates conversion to line extensions and creates terminal value Conflicting view between appellate courts and FTC. Supreme Court ? 25 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20

Summary and Conclusion Analyst: strong views, weakly held Rapid evolution of regulation and legal framework impacting industry creates risk and opportunity to investors Major determinant of long term industry strategy- consolidation, diversification, both asset class and geographic 26 l:\eps\templates\firmwide\--new template\---screen.pot 02/24/20 Disclaimer ModelWare is a proprietary framework for financial analysis created by Morgan Stanley Research. This new framework rests on the principles of comparability, transparency, and flexibility, and aims to provide investors with better tools to view the anticipated performance of an enterprise. The result of an 18-month global effort, ModelWare harmonizes the underlying data and calculations in Morgan Stanley models with a broad set of consistently defined financial metrics. Our analysts have populated the database with over 2.5 million data points, based on an extensive taxonomy of more than 3,500 unique metrics and more than 400 Morgan Stanley calculations. The ModelWare framework will also have the flexibility to allow analysts and investors to quickly customize their own analytical approach. What makes the ModelWare architecture distinctive lies in the separation of data from calculations. Its transparency will permit users to see every component of every calculation, to choose elements or recombine them as they wish without laborious adjustments or recalculations. When choices must be made in defining standard or industry-specific measures, ModelWare defaults to economic logic, rather than favoring one accounting rule over another. This discipline facilitates comparability across sectors and regions. Underlying the ModelWare data is a new set of systems that check the internal consistency of forecast data in each of our analysts models. ModelWare EPS illustrates the approach taken. It represents ModelWare net income divided by average fully diluted shares outstanding. ModelWare net income sums net operating profit after tax (NOPAT), net financial income or expense (NFE), and other income or expense. ModelWare adjusts reported net income to improve comparability across companies, sectors, and regions. These adjustments include the following: We exclude goodwill amortization and items deemed by analysts to be one-time events; we capitalize operating leases where their use is significant (e.g., in transportation and retail); and we convert inventory to FIFO accounting when LIFO costing is used. For more information on these adjustments and others, as well as additional background, please see Morgan Stanley ModelWare (ver. 1.0): A Road Map for Investors, by Trevor Harris and team, August 2, 2004. Analyst Certification The following analyst(s) certify that their views in this report are truthful and independent as required by Reg AC: Duncan Moore Morgan Stanley does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. Customers of Morgan Stanley in the U.S. can receive independent, third-party research on the company covered in this report, at no cost to them, where such research is available. Customers can access this independent research at www.morganstanley.com/equityresearch or can call 1-800-624-2063 to request a copy of this research. Morgan Stanley & Co. International Limited, authorised and regulated by Financial Services Authority, disseminates in the UK research that it has prepared, and approves solely for the purposes of section 21 of the Financial Services and Markets Act 2000, research which has been prepared by any of its affiliates. Analyst Certification The following analysts hereby certify that their views about the companies and their securities discussed in this report are accurately expressed and that they have not received and will not receive direct or indirect compensation in exchange for expressing specific recommendations or views in this report: Duncan Moore. Unless otherwise stated, the individuals listed on the cover page of this report are research analysts. Global Research Conflict Management Policy This research has been published in accordance with our conflict management policy, which is available at www.morganstanley.com/institutional/research/conflictpolicies.

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