Item 1. Business
Overview
We are the lipid management company, a late-stage pharmaceutical company focused on developing and commercializing convenient, complementary,
cost-effective, once-daily, oral therapies for the treatment of patients with elevated LDL-C. Through scientific and clinical excellence, and a deep understanding of cholesterol biology, the
experienced lipid management team at Esperion is committed to developing new LDL-C lowering therapies that will make a substantial impact on reducing global cardiovascular disease, or CVD; the leading
cause of death around the world. With a targeted mechanism of action, bempedoic acid, our lead product candidate, is a first-in-class, orally available, once-daily ATP-citrate lyase, or ACL, inhibitor
that reduces cholesterol biosynthesis and lowers elevated levels of LDL-C by up-regulating the LDL receptor, but with reduced potential for muscle-related side effects. In addition to bempedoic acid
as monotherapy, we are also developing bempedoic acid in a fixed dose combination with ezetimibe, an approved, non-statin, oral, LDL-C lowering therapy.
The
clinical development program for bempedoic acid consists of two major components: 1) the global pivotal Phase 3 LDL-C lowering program in high CVD risk patients with
hypercholesterolemia on optimized background lipid-modifying therapy, including maximally tolerated statins, and patients who are only able to tolerate less than the lowest approved daily starting
dose of their statin and are considered "statin intolerant," and 2) the global CVOTknown as
C
holesterol
L
owering via B
E
mpedoic Acid, an
A
CL-inhibiting
R
egimen (CLEAR) Outcomes, in patients with hypercholesterolemia and high CVD risk and who are considered "statin intolerant". We initiated our global
Phase 3 clinical development program in January 2016, with the 52-week global pivotal Phase 3 long-term safety and tolerability study (Study 1), and initiated the three remaining global
pivotal LDL-C lowering efficacy studies in December 2016. We expect to report top-line results from our global Phase 3 program in its entirety by mid-2018, and intend to use positive results
from our Phase 3 program to support our submissions for an LDL-C lowering indication in the U.S. and Europe by the first half of 2019. We also initiated the CLEAR Outcomes CVOT in December
2016, and intend to use positive results from this CVOT to support our submissions for a CV risk reduction indication in the U.S. and Europe by 2022.
We
believe that bempedoic acid, if approved, has the potential to become a convenient and complementary oral therapy to significantly reduce elevated levels of LDL-C in patients
inadequately treated with current lipid-modifying therapies. It is estimated that 40 million patients in the U.S. are taking statins, with approximately 5-20 percent of these patients
only able to tolerate less than the lowest approved daily starting dose of their statin and considered "statin intolerant".
We
were founded in January 2008, by former executives of and investors in the original Esperion Therapeutics, Inc., a biopharmaceutical company which was primarily focused on the
research and development of therapies to regulate high-density lipoprotein, or HDL. The original Esperion was acquired by Pfizer Inc. in 2004. Bempedoic acid was first discovered at the
original Esperion and we subsequently acquired the rights to the product from Pfizer in 2008. We own the exclusive worldwide rights to bempedoic acid.
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Bempedoic Acid
With a targeted mechanism of action, bempedoic acid is a first-in-class, orally available, once-daily ACL inhibitor that reduces cholesterol
biosynthesis and lowers elevated levels of LDL-C by up-regulating the LDL receptor, but with reduced potential for muscle-related side effects. Completed Phase 1 and 2 studies in more than 800
patients treated with bempedoic acid have produced clinically relevant LDL-C lowering results of up to 30 percent as monotherapy, approximately 50 percent in combination with ezetimibe,
and an incremental 20+ percent when added to stable statin therapy.
In November 2016, we announced the publication of "Liver-specific ATP-citrate lyase inhibition by bempedoic acid decreases LDL-C and attenuates
atherosclerosis," by Stephen L. Pinkosky, our Associate Director of Translational Research and Biology, et al., in
Nature Communications
. The paper
systematically outlines the experiments and analyses undertaken by us and our collaborators to fully understand the mechanism of action for how bempedoic acid reduces LDL-C, including its specificity
for the liver. Bempedoic acid is a prodrug that once activated, inhibits ACL, an enzyme upstream of HMG-CoA reductase (the molecular target of statins) in the cholesterol synthesis pathway. Like
statins, bempedoic acid decreases cholesterol synthesis in the liver, which results in decreased intracellular cholesterol, up-regulation of LDL receptor activity and increased LDL-C clearance from
the blood. Although bempedoic acid and statins both inhibit cholesterol synthesis in the liver, an important differentiating feature is that, unlike statins, bempedoic acid is inactive in skeletal
muscle. Specifically, bempedoic acid is a prodrug which requires activation by a specific enzyme, very long-chain acyl-CoA synthetase, or ACSVL1, to convert bempedoic acid to its CoA activated form.
This enzyme is present in the liver but not in skeletal muscle. Therefore, bempedoic acid does not inhibit the cholesterol biosynthesis pathway in skeletal muscle, thus providing a mechanistic basis
for reduced potential for muscle-related adverse effects. Bempedoic acid has been shown to provide incremental lowering of LDL-C when used in combination with both ezetimibe and statins at all doses.
Fixed Dose Combination Bempedoic Acid and Ezetimibe (BA+EZ)
In the second quarter of 2016, the Food and Drug Administration, or FDA, accepted our submission of an Investigational New Drug, or IND,
application for the fixed dose combination of bempedoic acid 180 mg and ezetimibe 10 mg, or BA+EZ, which is in development for the same indications as bempedoic acid monotherapy (LDL-C lowering and CV
risk reduction). We recently completed a bioavailability study and a formulation of BA+EZ has been selected for manufacturing, development and, if approved, commercialization. We expect to announce
clinical development and regulatory plans for BA+EZ in the first half of 2017.
Cardiovascular Disease and Elevated LDL-C
Cardiovascular disease, which results in heart attacks, strokes and other cardiovascular events, represents the number one cause of death and
disability in western societies. The American Heart Association, or AHA, estimates that approximately 800,000 deaths in the United States were caused by cardiovascular disease in 2013.
Elevated
LDL-C is well-accepted as a significant risk factor for cardiovascular disease and the CDC estimates that 78 million U.S. adults have elevated levels of LDL-C. A
consequence of elevated LDL-C is atherosclerosis, which is a disease that is characterized by the deposition of excess cholesterol and other lipids in the walls of arteries as plaque. The development
of atherosclerotic plaques often leads to cardiovascular disease. The risk relationship between elevated LDL-C and cardiovascular disease was first defined by the Framingham Heart Study, which
commenced in 1948 to define the factors that contributed to the development of cardiovascular disease. The study enrolled participants
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who
did not have any form of cardiovascular disease and followed them over a long period of time. Elevated LDL-C was identified early on as key risk factor for the eventual development of
cardiovascular disease.
The
hypothesis that lowering elevated levels of LDL-C would translate into reduced risk of cardiovascular disease was first proven in 1984 with the publication of the Lipid Research
Clinics Coronary Primary Prevention Trial. In this study, treatment with cholestyramine, a bile acid sequestrant, showed a 20% reduction in LDL-C and, importantly, a 19% reduction in risk of
cardiovascular disease death or nonfatal myocardial infarction, or heart attack. This was the first major clinical study to demonstrate a direct relationship between lowering LDL-C levels and reduced
risk of major cardiovascular events.
The
first marketed statin, lovastatin, was approved for use in the United States in 1987 as a therapy to lower elevated LDL-C levels. That same year, the National Cholesterol Education
Program issued its first guidelines for the diagnosis and treatment of patients with elevated LDL-C. Over the subsequent 22 years, seven more statins were approved for use to lower elevated
LDL-C levels.
In
1994 the first clinical outcomes study with a statin was published. This study demonstrated a significant reduction in risk for total mortality and major cardiovascular events. A
series of additional clinical outcomes studies with statins have each shown that lowering elevated LDL-C translated into reduced risk for major cardiovascular events. The relationship between the
extent of LDL-C lowering and reduction in cardiovascular risk appeared to be linear, which has supported a hypothesis that lower LDL-C is better for cardiovascular risk. This hypothesis was tested and
proven in the TNT (Treating to New Targets) study where an on-treatment LDL-C level of 77 mg/dL associated with 80 mg of atorvastatin treatment translated into a statistically
significant 22% reduction in risk of major cardiovascular events as compared with the 101 mg/dL on-treatment LDL-C level associated with 10 mg of atorvastatin.
Major completed clinical outcomes studies with statin therapies
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Study name
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4S
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WOSCOPS
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AFCAPS/TexCAPS
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TNT
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JUPITER
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Study drug
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Simvastatin
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Pravastatin
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Lovastatin
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Atorvastatin
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Rosuvastatin
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No. of patients
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4,444
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6,595
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6,605
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10,001
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17,803
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Study design
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Placebo controlled, monotherapy
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Placebo controlled, monotherapy
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Placebo controlled, monotherapy
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Low dose vs high dose atorvastatin
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Placebo controlled, monotherapy
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Patient population
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Secondary prevention
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Primary Prevention
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Primary Prevention
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Secondary Prevention
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Primary Prevention
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Baseline LDL-C (mg/dL)
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188
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192
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156
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98
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108
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LDL-C reduction
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35%
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26%
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26%
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21%
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50%
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CV RRR
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35%
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31%
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37%
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22%
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44%
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In
November 2014, the results of the IMPROVE-IT (IMProved Reduction of Outcomes: Vytorin Efficacy International Trial) study were presented at the Scientific Sessions of the AHA. 18,144
patients with acute coronary syndrome were enrolled in IMPROVE-IT and were randomized to receive either
40 mg of simvastatin or 10 mg of ezetimibe/40 mg of simvastatin, and were followed until > 5,250 events (cardiovascular death, heart attack, documented unstable angina requiring
hospitalization, coronary revascularization or stroke) occurred. The addition of ezetimibe to simvastatin resulted in a 6.4% relative risk reduction (p=0.016) in the aggregate of the events described
above. This was the first study to demonstrate incremental clinical benefit with a non-statin when added to a statin.
The
direct relationship between lower LDL-C levels and reduced risk for major cardiovascular events has been consistently demonstrated in 18 clinical studies completed over the last
28 years involving more than 90,000 patients. As a result, physicians are highly focused on lowering LDL-C levels in their patients, and we believe there is a trend towards even more aggressive
LDL-C lowering. For example, in the United States, increased attention has been placed on aggressive LDL-C management by organizations such as the National Cholesterol Education Program, or NCEP, the
AHA
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and
the American College of Cardiology, or ACC. Additionally, both the Canadian Cardiovascular Society and the Joint British Societies have supported even lower LDL-C treatment targets for high-risk
patients. This has led to the combination of statins with other treatments, such as ezetimibe.
In
July 2004, the NCEP issued an update to its Adult Treatment Panel III clinical practice guidelines on cholesterol management, advising physicians to consider new, more intensive
treatment options for people at very high risk, high risk and moderately high risk for cardiovascular disease. The LDL-C goals in these updated clinical practice guidelines, which are presented below,
contemplate initiating drug therapy at lower LDL-C thresholds, thus expanding the number of potential patients for LDL-C lowering therapy.
NCEP ATP III Clinical Practice Guidelines
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Patient Cardiovascular Disease Risk
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LDL-C
Goal
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Very High Risk
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< 70 mg/dL
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Cardiovascular Disease and Cardiovascular Disease Risk Equivalent
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< 100 mg/dL
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Multiple (2+) Risk Factors
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< 130 mg/dL
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0 - 1 Risk Factor
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< 160 mg/dL
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In
November 2013, the American College of Cardiology, or ACC, and the AHA issued new guidelines for the treatment of elevated cholesterol. For the first time in more than
20 years, the new guidelines do not include specific, numerical LDL-C treatment goals for patients with elevated LDL-C. However, the guidelines strongly recommend the use of more potent statins
and intensive statin therapy in patients with elevated LDL-C. The new guidelines also significantly expanded the number of patients eligible for statin therapy, including patients with a history of
cardiovascular disease including stroke, patients with both Type 1 and Type 2 diabetes, all patients with LDL-C
³
190 mg/dL and patients with a
10-year risk of > 7.5% of developing cardiovascular disease. Also for the first time, the guidelines acknowledge the existence of "statin intolerance", and incorporate "statin intolerance" into the
consideration of treatment choices and into the evaluation of statin safety.
Other
organizations continue to utilize goals of treatment in their guidelines. The National Lipid Association, or NLA, guidelines established < 100 mg/dL as
the LDL-C goal of treatment for patients at low, moderate and high risk. Patients considered to be at very high risk have a goal of < 70 mg/dL of LDL-C. The International
Atherosclerosis Society has recommended optimal LDL-C levels of < 100 mg/dL for patients who have not had a cardiovascular event, and
< 70 mg/dl for patients who have had a cardiovascular event.
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Currently Approved Therapies
The following table illustrates common therapies used to treat elevated LDL-C:
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Class of Therapy
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Labeled Indication
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Average
LDL-C
Change from
Baseline
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Key Issues/Side Effects
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Statins
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Reduction in LDL-C in patients with elevated LDL-C
Reduction in total mortality
Reduction in
risk of major adverse cardiovascular events (MACE) in multiple populations that were tested
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Up to 63%
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Skeletal muscle effects,
elevated liver function tests
FDA recently warned that the use of statins is associated with increases in HbA1c and fasting serum glucose levels
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Bile acid sequestrants
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Reduction in LDL-C in patients with elevated LDL-C
(1)
Retard the rate of progression and increase the rate of regression of coronary atherosclerosis
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Up to 20%
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Limited LDL-C lowering
Gastrointestinal disorders
Elevation in triglycerides
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Cholesterol absorption inhibitors
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Reduction in LDL-C in patients with elevated LDL-C
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Up to 18%
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Limited LDL-C lowering;
IMPROVE-IT study not in US prescribing information
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Niacin
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Reduction in LDL-C and triglycerides; increases in HDL-C, reduction in Lipoprotein (a)
Reduction in recurrent nonfatal myocardial infarction (MI) in patients with prior
history of MI
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Up to 17%
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Flushing (i.e., warmth
or redness) hepatic toxicity, skeletal muscle effects and gout
Limited LDL-C lowering
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Fibrates
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Reduction in triglycerides and LDL-C in patients with hypertriglyceridemia or mixed dyslipidemia
Reduction in risk of developing coronary heart disease (CHD) in patients
with Type IIb Fredericksons hyperlipidemia and no prior history of CHD
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Up to 21%
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Gallstones, skeletal muscle
effects and liver disorders
Limited LDL-C lowering (may in some cases raise LDL-C); used primarily for triglyceride lowering
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Proprotein convertase subtilisin kexin 9 (PCSK9) inhibitors
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Reduction in LDL-C as adjunct to maximally tolerated statin therapy in patients with HeFH and/or ASCVD
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Up to 64%
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High cost as biologic,
injectable route of administration
No effect on hsCRP
Ongoing CVOTs
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-
(1)
-
Welchol®,
a bile acid sequestrant, is also approved for improving glycemic control in adults with Type 2 diabetes.
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A small subpopulation of patients with extremely elevated levels of LDL-C, estimated to be approximately 300 patients in the U.S., suffer from
homozygous familial hypercholesterolemia, or HoFH. HoFH is a serious and rare genetic disease and patients with HoFH lack or have dysfunctional LDL-receptors and cannot remove LDL-particles and LDL-C
from the blood. As a result, untreated HoFH patients typically have LDL-C levels in the range of 450 mg/dL to 1,000 mg/dL. Microsomal triglyceride transfer protein, or MTP inhibitors, a PCSK9
inhibitor and an ApoB antisense oligonucleotide are approved therapies to lower elevated LDL-C levels in patients with a clinical or laboratory diagnosis of HoFH. Given the serious safety
concerns with the MTP inhibitor and ApoB antisense oligonucleotide, specifically hepatotoxicity, the FDA has restricted their usage to this narrow subpopulation.
Statins are the standard of care for patients with hypercholesterolemia today and are highly effective at lowering LDL-C. This class of drugs
includes atorvastatin calcium, marketed as Lipitor®, the most prescribed LDL-C lowering drug in the world and the best-selling pharmaceutical drug in history. Approximately 25% of
Americans over the age of 45 from 2005 to 2008 were treated for elevated LDL-C levels with statin therapy, according to a National Health and Nutrition Examination Survey.
Statins
are selective, competitive inhibitors of HMG-CoA reductase, a rate-limiting enzyme in the cholesterol biosynthesis pathway, and work primarily in liver cells. Statin inhibition
of cholesterol synthesis increases the number of LDL receptors on the surface of liver cells. This increase in LDL receptors increases uptake of LDL particles into liver cells from the blood, thus
lowering LDL-C levels. Statins are also thought to have the potential to inhibit cholesterol synthesis in skeletal muscle. This inhibition could be linked to the myalgia associated with statin use as
seen in patients with "statin intolerance".
The
benefits of statin use in lowering LDL-C levels and improving cardiovascular outcomes are well documented. Despite the effectiveness of statins and their broad market acceptance,
there is a significant subset of patients who are unable to tolerate statins due to muscle pain or weakness, memory loss or increased glucose levels, or who are otherwise unable to reach their LDL-C
goal on statin therapy alone. In rare but extreme cases, statins can lead to muscle breakdown, kidney failure and death. In addition, the FDA has recently warned that statins can cause hyperglycemia,
an increase in blood sugar levels and create an increased risk of worsening of glycemic control and of new onset diabetes. There are approximately 36 million U.S. adults with elevated LDL-C
levels who are not on an LDL-C lowering therapy. For these reasons, we believe there is a need for new therapies to treat patients with elevated LDL-C.
Patients with Heterozygous Familial Hypercholesterolemia (HeFH) and/or Atherosclerotic Cardiovascular
Disease (ASCVD) who need additional lowering of LDL-CMarket Opportunity for Bempedoic Acid and BA+EZ
We are pursuing the development of bempedoic acid and BA+EZ as an add-on to maximally tolerated statin therapy for patients with HeFH and/or
ASCVD who require additional lowering of LDL-C. The severity of elevated LDL-C in these patients, their level of CVD risk and their therapeutic options, including those patients only able to tolerate
less than the lowest approved daily starting dose of their statin and are considered to be "statin intolerant", all vary widely.
Patients
with ASCVD and persistently elevated LDL-C despite maximally tolerated statin therapy represent a large population with important unmet medical needs. In a retrospective
analysis of United States data, approximately one-third of high-risk patients treated with statin monotherapy for more
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than
three months failed to achieve LDL-C target levels of < 100mg/dL, and more than three-quarters did not achieve the more stringent goal of < 70 mg/dL. Data from the
TNT study showed that patients treated with 80 mg of atorvastatin daily demonstrated a major cardiovascular event rate of 8.7% despite having achieved mean LDL-C levels of 77 mg/dL. In this study, the
higher-intensity atorvastatin 80 mg regimen lowered both LDL-C and cardiovascular events to a greater extent than the lower-intensity atorvastatin 10 mg regimen. These findings, among others, suggest
that residual risk may be due to residual hyperlipidemia.
This
has prompted the study of non-statin therapies as add-on treatment to statins for incremental reductions in LDL-C and CVD risk. The injectable PCSK9 inhibitors were recently granted
approval in
the United States as an adjunct to maximally tolerated statin therapy for patients in these populations that require additional lowering of LDL-C.
Within
the ACVD and HeFH patient populations there are patients whose maximally tolerated dose of a statin may be no statin at all. These are patients who are considered to "statin
intolerant".
Muscle
pain or weakness is the most common side effect experienced by statin users and the most common cause for discontinuing therapy. Moreover, a significant proportion of patients
remain on statin therapy despite experiencing muscle-related side effects. Accordingly, we believe that in the presence of a safe and effective complementary non-statin, oral, once-daily, small
molecule LDL-C lowering therapy, the "statin intolerant" market could grow substantially.
Recently Approved Therapies
A number of larger biopharmaceutical companies have developed, or are currently developing, a new class of biologic therapies that target
proprotein convertase subtilisin kexin type 9, or PCSK9, an enzyme involved in the degradation of LDL receptors. These PCSK9 inhibitors are injectable, monoclonal antibodies that were evaluated
as potential therapies to lower LDL-C. In 2015 the FDA approved two PCSK9 inhibitors: alirocumab, which was developed by Sanofi and Regeneron Pharmaceuticals and evolocumab, which was developed by
Amgen, Inc. These therapies were approved as an adjunct to diet and maximally tolerated statin therapy for patients with HeFH or ASCVD that require additional lowering of LDL-C. Additionally,
evolocumab was approved as an adjunct to diet and other LDL-C lowering therapies for patients with HoFH. In 2016, Pfizer discontinued development of its PCSK9 inhibitor, bococizumab, due to
unanticipated attenuation of LDL-C lowering over time in its Phase 3 studies. In February 2017, Amgen announced top-line results for the FOURIER (Further Cardiovascular OUtcomes Research with
PCSK9 Inhibition in Subjects with Elevated Risk) CVOT where evolocumab significantly reduced the risk of cardiovascular events. Full results of FOURIER will be announced in March 2017, during the
Scientific Sessions of the American College of Cardiology meeting.
As
described in currently approved U.S. prescribing information, PCSK9 inhibitors have demonstrated reductions of LDL-C as adjunct to maximally tolerated statin therapy in patients with
HeFH and/or ASCVD of up to 64%. When PCSK9 inhibitors were used in patients with hypercholesterolemia considered to be "statin intolerant", LDL-C levels were reduced by 45-56%. Notwithstanding the
LDL-C lowering efficacy of PCSK9 inhibitors, we believe their adoption by patients, physicians, and payors could be adversely impacted by their higher cost and their injectable route of
administration.
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Additional Therapies in Development
A number of larger biopharmaceutical companies have tried to develop a class of therapies that target cholesteryl ester transfer protein, or
CETP, which mediates the transfer of cholesteryl esters from HDL-particles to ApoB-containing particles. CETP inhibitors were initially designed to raise levels of HDL-C and are required by FDA to
complete CVOTs in Phase 3 prior to approval. Pfizer brought the first drug in this class, torcetrapib, into clinical development but terminated development activities in December 2006, due to
an increase in all-cause mortality and cardiovascular events in the ILLUMINATE (Investigation of Lipid Level Management to Understand its Impact in Atherosclerotic Events) study. Two other CETP
inhibitors, dalcetrapib from Roche and evacetrapib from Lilly, were investigated in the dal-OUTCOMES and ACCELERATE studies, respectively. The development of dalcetrapib and evacetrapib were
terminated in May 2012, and October 2015, respectively, due to lack of efficacy in their CVOTs, in spite of a 33% reduction in LDL-C in the case of evacetrapib. An additional CETP inhibitor,
anacetrapib, from Merck, is being developed and is currently being investigated in the Phase 3 REVEAL (Randomized EValuation of the Effects of Anacetrapib through Lipid-modification) study.
Anacetrapib has been shown to significantly raise levels of HDL-C and to lower LDL-C. This Phase 3 CVOT is expected to complete and report top-line results in the middle of 2017.
The Medicines Company/Alnylam are developing inclisiran, which is currently in Phase 2 clinical studies. Unlike the PCSK9 antibodies from
Sanofi/Regeneron and Amgen, inclisiran is a long-acting RNA interference therapeutic agent that inhibits the synthesis of PCSK9. Findings from clinical studies suggest that inclisiran may be dosed
every 3 or 6 months. Like the PCSK9 antibodies, inclisiran is an injectable therapy.
Clinical Experience
To date, bempedoic acid has been studied in over 800 patients across six patient populations: healthy volunteers; patients with elevated LDL-C
levels; patients with Type 2 diabetes and elevated LDL-C levels; patients with elevated LDL-C levels and a history of "statin intolerance"; patients with elevated LDL-C levels taking low,
moderate and high doses of the most commonly prescribed statins; and patients with both elevated LDL-C and hypertension. The individual design and results of each of the completed Phase 2
clinical studies of bempedoic acid are summarized below.
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Completed Clinical Studies
To date, we have completed the following Phase 2 clinical studies of bempedoic acid:
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Subjects
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Treatment
Duration
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Description
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Title
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Total
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Treated
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1002-035
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Phase 2 PK/PD clinical study in patients treated with high-dose statin therapy
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4 weeks
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68
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45
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A randomized, double-blind, multi-center, placebo-controlled, parallel group clinical study that evaluated 180 mg of bempedoic acid versus placebo in patients already on stable 80 mg atorvastatin
therapy
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1002-014
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Phase 2 exploratory clinical safety study in patients with both elevated LDL-C and hypertension
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6 weeks
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143
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71
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A randomized, double-blind, multi-center, placebo-controlled, parallel group exploratory study that evaluated 180 mg of bempedoic acid versus placebo in patients with both elevated LDL-C and
hypertension
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1002-009
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Phase 2 clinical study in patients with elevated LDL-C already receiving statin therapy
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12 weeks
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134
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88
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A randomized, double-blind, multi-center placebo-controlled clinical study that evaluated 180 mg and 120 mg of bempedoic acid versus placebo in patients already on stable statin therapy
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1002-008
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Phase 2 clinical study of safety and efficacy in patients with elevated LDL-C, with or without a history of "statin intolerance"
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12 Weeks
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349
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249
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A randomized, double-blind, parallel-group, multicenter study to evaluate the efficacy and safety of bempedoic acid monotherapy, ezetimibe monotherapy, and the combination of bempedoic acid and
ezetimibe in patients with elevated LDL-C, with or without "statin intolerance"
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1002-007
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Phase 2 clinical study of safety and pharmacokinetic interaction in patients with elevated LDL-C on a background of atorvastatin 10 mg
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8 Weeks
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58
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42
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Placebo-controlled, randomized, double-blind, drug interaction study to evaluate the safety, tolerability and effect on atorvastatin pharmacokinetics of bempedoic acid added to atorvastatin 10 mg/day in
patients with elevated LDL-C
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1002-006
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Phase 2 proof-of-concept clinical study in patients with elevated LDL-C and a history of "statin intolerance"
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8 Weeks
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56
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37
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Placebo-controlled, randomized, double-blind, multicenter study to evaluate the efficacy and safety of bempedoic acid in patients with elevated LDL-C and a history of "statin intolerance"
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Subjects
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Treatment
Duration
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Description
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Title
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Total
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Treated
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1002-005
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Phase 2 proof-of-concept clinical study in patients with elevated-LDL-C and Type 2 diabetes
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4 Weeks
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60
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30
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Placebo-controlled, randomized, double-blind, single site clinical study to evaluate the LDL-C lowering efficacy and safety of bempedoic acid in patients with Type 2 diabetes
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1002-003
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Phase 2 proof-of-concept clinical study in patients with elevated LDL-C
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12 Weeks
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177
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133
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Placebo-controlled, randomized, double-blind, parallel group, multicenter clinical study to evaluate the LDL-C lowering efficacy and safety of bempedoic acid in patients with elevated LDL-C and either
normal or elevated triglycerides
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Overall,
bempedoic acid has been well-tolerated and associated with no dose-limiting adverse events, or AEs, in over 800 patients who received bempedoic acid.
Phase 2 Clinical Studies Completed in 2016
1002-035Phase 2 pharmacokinetics/pharmacodynamics clinical study in patients
treated with high-dose statin therapy
On October 13, 2016, we announced top-line results for our Phase 2 PK/PD (1002-035) clinical study. The eight-week, U.S.-based,
multi-center, randomized, double-blind, parallel group study evaluated 68 patients on stable atorvastatin 80 mg per day. All patients in the study received atorvastatin 80 mg for four weeks. Patients
were then randomized to receive either bempedoic acid 180 mg, or placebo, for four weeks. The primary objectives of the study were to assess the LDL-C lowering efficacy of bempedoic acid
180 mg versus placebo on a background of atorvastatin 80 mg, as well as multiple-dose plasma PK of atorvastatin 80 mg alone and in combination with bempedoic acid. Secondary
objectives included assessment of the effect of bempedoic acid on lipid and cardiometabolic biomarkers, including high-sensitivity C-reactive protein, or hsCRP; and characterization of the
tolerability and safety of bempedoic acid.
Patients
treated with bempedoic acid 180 mg achieved 22 percent (p=0.0028) LDL-C lowering from baseline compared to placebo with all patients on a background of
atorvastatin 80 mg. There was a 13 percent reduction in LDL-C in the bempedoic acid group and a nine percent increase in LDL-C in the placebo group when added to background atorvastatin
80 mg. Bempedoic acid also demonstrated an incremental reduction of 35 percent (p=0.0020) in hsCRP. Bempedoic acid added to atorvastatin 80 mg produced no clinically relevant
effects on atorvastatin PK, and appeared to be safe and well-tolerated, with no serious adverse events reported.
Phase 1 Clinical Studies Completed in 2016
1002-037Phase 1 clinical pharmacology study to assess the safety and tolerability
of bempedoic acid added to maximally tolerated statin therapy
On October 13, 2016, we announced top-line results from our Phase 1 PK (1002-037) clinical study. The open-label study assessed
the PK levels in 48 healthy volunteers receiving single doses of the highest doses of the most commonly prescribed statinsatorvastatin 80 mg, rosuvastatin 40 mg, simvastatin
40 mg and pravastatin 80 mgwhen added to steady-state bempedoic acid 180 mg. The PK profiles demonstrated in 1002-037 were consistent with those seen in previous
studies conducted with
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bempedoic
acid, and did not increase with the highest doses of the statins tested in combination with bempedoic acid.
1002-034Phase 1 bioavailability study to assess the relative oral bioavailability
of bempedoic acid 180 mg and ezetimibe 10 mg (BA+EZ)
1002-034 is a Phase 1, randomized, open-label, single-dose study which is designed to assess the relative oral bioavailability of
bempedoic acid 180 mg and ezetimibe 10 mg co-administered as individual tablets versus as two different fixed dose combination formulation tablets in healthy human subjects. Based on the
findings from this study, we have selected the formulation for BA+EZ which we intend to take forward into development. We expect to announce clinical development and regulatory plans for BA+EZ in the
first half of 2017.
Overall Safety Observations
To date, in completed studies, over 800 patients have been treated with bempedoic acid for periods of up to 12 weeks at maximum repeated
doses of 240 mg per day.
Bempedoic acid has been safe and well-tolerated with no dose-limiting side effects identified to date in our ongoing or completed clinical studies. No clinical safety trends have emerged to date.
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Study
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Phase
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Patient Population
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Study Design
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Duration
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Patients
(Treated)
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Doses
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LDL
Lowering
Efficacy
(placebo
corrected)
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1002-035
|
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Phase 2
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Elevated LDL
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Placebo controlled, 80 mg atorvastatin
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4 weeks
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68 (45)
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180 mg
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Up to 22%
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1002-014
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Phase 2
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Elevated LDL; hypertension
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Placebo controlled
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6 weeks
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143 (71)
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180mg
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Up to 24%
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1002-009
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Phase 2
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Elevated LDL; statin add-on
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Placebo controlled,
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12 weeks
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134 (89)
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120mg, 180mg
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Up to 20%
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1002-008
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Phase 2
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Elevated LDL; "statin intolerant" and tolerant
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Monotherapy and in combination with ezetimibe
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12 weeks
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349 (250)
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120 mg, 180 mg
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Up to 30%
Up to 48%
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1002-007
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Phase 2
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Elevated LDL; statin add-on
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Placebo controlled, 10 mg atorvastatin
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8 weeks
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58 (42)
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60, 120, 180, 240 mg
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Up to 22%
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1002-006
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Phase 2
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Elevated LDL; "statin intolerant"
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Placebo controlled
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8 weeks
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56 (37)
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60, 120, 180, 240 mg
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Up to 29%
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1002-005
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Phase 2
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Elevated LDL; T2DM
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Placebo controlled
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4 weeks
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60 (30)
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80, 120 mg
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Up to 39%
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1002-004
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Phase 1
|
|
Healthy subjects
|
|
Multiple ascending dose, PK
|
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2 weeks
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|
24 (18)
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|
40, 180, 220 mg
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|
Up to 36%
|
1002-003
|
|
Phase 2
|
|
Elevated LDL
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Placebo controlled
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12 weeks
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177 (133)
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|
40, 80, 120 mg
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Up to 25%
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1002-002
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Phase 1
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Healthy subjects
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Multiple ascending dose, PK/PD
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2/4 weeks
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53 (39)
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|
20, 60, 100, 120 mg
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Up to 17%
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1002-001
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Phase 1
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Healthy subjects
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Single dose, PK
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Single dose
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|
18 (18)
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2.5, 10, 45, 125, 250 mg
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|
Not applicable
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Ongoing Clinical Studies
The clinical development program for bempedoic acid consists of two major components: 1) the global pivotal Phase 3 LDL-C lowering
program in high CVD risk patients with hypercholesterolemia on optimized background lipid-modifying therapy, including maximally tolerated statins, and patients who are only able to tolerate less than
the lowest approved daily starting dose of their statin and are considered "statin intolerant," and 2) the CLEAR Outcomes CVOT in patients with hypercholesterolemia and high CVD risk and who
are considered "statin intolerant".
Global
regulatory submissions for an LDL-C lowering indication are expected by the first half of 2019 for a New Drug Application, or NDA, to the FDA and a Marketing Authorization
Application, or MAA, to the European Medicines Agency, or EMA. The Company expects to submit a NDA for cardiovascular risk reduction to the FDA and a MAA to the EMA, on the basis of a successful
completion of the CLEAR Outcomes CVOT by 2022.
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Study 1Global pivotal Phase 3 long-term safety and tolerability study in patients
with hypercholesterolemia on maximally tolerated background lipid-modifying therapy
Study 1 is a 52-week global pivotal Phase 3 randomized, double-blind, placebo-controlled study evaluating the long-term safety and
tolerability of 180 mg of bempedoic acid versus placebo in patients with ASCVD and/or HeFH at high CVD risk whose LDL-C is not adequately controlled with current lipid-modifying therapies. At
initiation the study included 900 patients but was expanded to approximately 2,000 patients to further support our regulatory submissions for an LDL-C lowering indication expected in the first half of
2019. The study enrolled patients at approximately 100 sites in the U.S., Canada and Europe. The primary objective is to assess safety and tolerability of patients treated with bempedoic acid for
52 weeks. Secondary objectives include assessing the LDL-C lowering efficacy of bempedoic acid on top of maximally tolerated statin and other lipid altering therapies at 12, 24 and
52 weeks versus placebo. Effects on other risk markers, including non-high-density lipoprotein, or non-HDL-C, total cholesterol, apolipoprotein B, or apoB, and hsCRP, will also be evaluated. We
initiated Study 1 in January 2016, and completed patient enrollment ahead of schedule in January 2017. We expect to report top-line results in the second quarter of 2018.
Additional
safety data will be obtained from an open-label extension study which will enroll approximately 1,300 patients of the approximately 2,000 patients originally enrolled in Study
1. This open-label extension study will evaluate the long-term safety of 180 mg of bempedoic acid versus placebo in patients with hypercholesterolemia with ASCVD and/or HeFH on maximally
tolerated background lipid-modifying therapies, including patients on any statin at any dose. This open-label extension study will be conducted at approximately 100 sites included in the parent study
in the U.S., Canada and Europe. The primary objective is to assess the long-term safety in patients treated with bempedoic acid for up to 1.5 years. Secondary objectives include evaluating the
52- and 78-week effects of bempedoic acid on lipid and cardiometabolic risk markers, including LDL-C, non-HDL-C, total cholesterol, apoB and hsCRP.
Study 2Global pivotal Phase 3 safety and efficacy study in patients with
hypercholesterolemia not adequately controlled with current lipid-modifying therapy
Study 2 is a 52-week global pivotal Phase 3 randomized, double-blind, placebo-controlled study evaluating the safety and efficacy of
180 mg of bempedoic acid versus placebo. This study is expected to enroll 750 patients with hypercholesterolemia (with ASCVD and/or HeFH) at high CVD risk and whose LDL-C is not adequately
controlled with current lipid-modifying therapies. The study will be conducted at approximately 125 sites in the U.S., Canada and Europe. The primary objective is to assess the 12-week LDL-C lowering
efficacy of patients treated with bempedoic acid versus placebo. Secondary objectives include evaluating the 24-week LDL-C lowering efficacy, and 52-week safety and tolerability of bempedoic acid
versus placebo. Effects on other risk markers, including non-HDL-C, total cholesterol, apoB, and hsCRP, will also be evaluated. We initiated Study 2 in December 2016, and expect to report top-line
results by mid-2018.
Study 3Global pivotal Phase 3 safety and efficacy study in patients with
hypercholesterolemia on optimized background lipid-modifying therapy, including patients considered "statin intolerant"
Study 3 is a 24-week global pivotal Phase 3 randomized, double-blind, placebo-controlled study evaluating the safety and efficacy of
180 mg of bempedoic acid versus placebo. This study is expected to enroll 300 patients with hypercholesterolemia on optimized background lipid-modifying therapy, including patients considered
"statin intolerant." The study will be conducted at approximately 70 sites in the U.S. and Canada. The primary objective is to assess the 12-week LDL-C lowering efficacy of patients treated with
bempedoic acid versus placebo. Secondary objectives include evaluating the 24-week LDL-C lowering efficacy, safety and tolerability of bempedoic acid versus placebo and effects
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on
other risk markers, including non-HDL-C, total cholesterol, apoB and hsCRP. We initiated Study 3 in December 2016, and expect to report top-line results by mid-2018.
Study 4Global pivotal Phase 3 safety and efficacy study in patients with
hypercholesterolemia on optimized background lipid-modifying therapy, including ezetimibe, and patients considered "statin intolerant"
Study 4 is a 12-week global pivotal Phase 3 randomized, double-blind, placebo-controlled study evaluating the safety and efficacy of
180 mg of bempedoic acid versus placebo as an add-on to 10 mg of ezetimibe. This study is expected to enroll 225 patients with hypercholesterolemia on optimized background
lipid-modifying therapy, including ezetimibe, and patients considered "statin intolerant." The study will be conducted at approximately 75 sites in the U.S., Canada and Europe. The primary objective
is to assess the 12-week LDL-C lowering efficacy of patients treated with bempedoic acid versus placebo when added to ezetimibe. Secondary objectives include evaluating safety and tolerability of
bempedoic acid when added to ezetimibe, and effects on other risk markers, including non-HDL-C, total cholesterol, apoB and hsCRP. We initiated Study 4 in December 2016, and expect to report top-line
results by mid-2018.
CLEAR Outcomes is an event driven, global, randomized, double-blind, placebo-controlled study to assess the effects of bempedoic acid in
patients with hypercholesterolemia who are at high risk of CVD and who are only able to tolerate less than the lowest approved starting dose of a statin and can be considered "statin intolerant". The
CLEAR Outcomes CVOT is expected to enroll approximately 12,600 patients with hypercholesterolemia and high CVD risk at more than 600 sites in approximately 30 countries. The study is expected to
enroll over a 30-month period with a total estimated study duration of approximately 4.75 years. The expected average treatment duration will be 3.5 years with a minimum treatment
duration of approximately 2.25 years. Patients enrolling in the study will be required to have a history of, or be at high-risk for, CVD with LDL-C levels between 100 mg/dL and
190 mg/dL despite background lipid-lowering therapy, resulting in an expected average baseline LDL-C level in all patients of approximately 135 mg/dL. The primary efficacy endpoint of
the event-driven global study is the effect of bempedoic acid versus placebo on the risk of major adverse cardiovascular events (cardiovascular death, non-fatal myocardial infarction, non-fatal
stroke, hospitalization for unstable angina, or coronary revascularization; also referred to as "five-component MACE"). We initiated CLEAR Outcomes in December 2016, and the study is intended to
support our submissions for a CV risk reduction indication in the U.S. and Europe by 2022.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2016, were $57.9 million.
Sales and Marketing
Given our stage of development, we have not yet established a commercial organization or distribution capabilities, nor have we entered into any
partnership or co-promotion arrangements with an established pharmaceutical company. To develop the appropriate commercial infrastructure to launch bempedoic acid in the United States, if approved, as
a treatment for patients with elevated LDL-C, we would need to invest significant financial and managerial resources. We may engage in partnering discussions with third parties from time to time. If
we elect to seek approval and launch commercial sales of bempedoic acid outside of the United States or for broader patient populations in the United States, including "statin intolerant" patients who
are unable to reach their LDL-C goal with a statin therapy, we may either do so on our own or by establishing alliances with one or more
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pharmaceutical
company collaborators, depending on, among other things, the applicable indications, the related development costs and our available resources.
Manufacturing and Supply
Bempedoic acid is a small molecule drug that is synthesized from readily available raw materials using conventional chemical processes. We
currently have no manufacturing facilities and limited personnel with manufacturing experience. We rely on contract manufacturers to produce both drug substances and drug products required for our
clinical studies. All lots of drug substance and drug
product used in clinical studies are manufactured under current good manufacturing practices. We plan to continue to rely upon contract manufacturers and, potentially, collaboration partners to
manufacture commercial quantities of bempedoic acid, if approved.
Licenses
In April 2008, we entered into an agreement with Pfizer pursuant to which we acquired a worldwide, exclusive, fully paid-up license from Pfizer
to certain patent rights owned or controlled by Pfizer relating to bempedoic acid, and we granted Pfizer a worldwide, exclusive, fully paid-up license to certain patent rights owned or controlled by
us relating to development programs other than bempedoic acid. The license to us covers the development, manufacture and commercialization of bempedoic acid. We may grant sublicenses under the
license. Under the license agreement, Pfizer is restricted from making, using, developing or testing any of the compounds claimed under the same patents that claim or cover the composition of matter
of bempedoic acid. Neither party is entitled to any royalties, milestones or any similar development or commercialization payments under the license agreement, and the licenses granted are irrevocable
and may not be terminated for any cause, including intentional breaches or breaches caused by gross negligence.
Intellectual Property
We strive to protect and enhance the proprietary technologies that we believe are important to our business, including seeking and maintaining
patents intended to cover our products and compositions, their methods of use and any other inventions that are important to the development of our business. We also rely on trade secrets to protect
aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection.
Our
success will depend significantly on our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related
to our business, defend and enforce our patents, preserve the confidentiality of our trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third
parties. We also rely on know-how, continuing technological innovation and in-licensing opportunities to develop, strengthen and maintain the proprietary position of bempedoic acid and our other
development programs.
As
of December 31, 2016, our patent estate, including patents we own or license from third parties, on a worldwide basis, included approximately 25 issued United States patents
and four pending United States patent applications and 23 issued patents and 15 pending patent applications in other foreign jurisdictions. Of our worldwide patents and pending applications, only a
subset relates to our small
molecule program which includes our lead product candidate, bempedoic acid. Bempedoic acid is claimed in U.S. Patent No. 7,335,799 that is scheduled to expire in December 2025, which includes
711 days of patent term adjustment, and may be eligible for a patent term extension period of up to five years. U.S. Patent Nos. 9,000,041 and 8,497,301 claim methods of treatment using
bempedoic acid. We also have a pending U.S. patent application directed to bempedoic acid. There are currently three issued patents and four pending application in countries outside the United States
that relate to bempedoic acid.
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A
subset of this portfolio relates to our planned fixed dose combination of bempedoic acid and ezetimibe and bempedoic acid and one or more statins. We have one pending application
outside the United States claiming methods of treatment using a fixed dose combination of bempedoic acid and ezetimibe. We have one pending application outside the United States claiming methods of
treatment using a fixed dose combination of bempedoic acid and one or more statins.
We
hold an exclusive, worldwide, fully paid-up license from Pfizer to additional patents and patent applications.
The
term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries in which we file, the patent term is
20 years from the date of filing the non-provisional application. In the United States, a patent's term may be lengthened by patent term adjustment, which compensates a patentee for
administrative delays by the U.S. Patent and Trademark Office in granting a patent, or may be shortened if a patent is terminally disclaimed over an earlier-filed patent. In addition, in certain
instances, a patent term can be extended to recapture a portion of the term effectively lost as a result of the FDA regulatory review period. However, the restoration period cannot be longer than five
years and the total patent term including the restoration period must not exceed 14 years following FDA approval. The duration of foreign patents varies in accordance with provisions of
applicable local law, but typically is also twenty years from the earliest effective filing date. Our issued U.S. patents will expire on dates ranging from 2021 to 2030. However, the actual protection
afforded by a patent varies on a claim by claim basis for each applicable product, from country to country and depends upon many factors, including the type of patent, the scope of its coverage, the
availability of regulatory related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the patent.
Furthermore,
the patent positions of biotechnology and pharmaceutical products and processes like those we intend to develop and commercialize are generally uncertain and involve complex
legal and factual questions. No consistent policy regarding the breadth of claims allowed in such patents has emerged to date in the U.S. The patent situation outside the U.S. is even more uncertain.
Changes in either the patent laws or in interpretations of patent laws in the U.S. and other countries can diminish our ability to protect our inventions, and enforce our intellectual property rights
and more generally,
could affect the value of intellectual property. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents.
The
biotechnology and pharmaceutical industries are characterized by extensive litigation regarding patents and other intellectual property rights. Our ability to maintain and solidify
our proprietary position for our drugs and technology will depend on our success in obtaining effective claims and enforcing those claims once granted. We do not know whether any of the patent
applications that we may file or license from third parties will result in the issuance of any patents. The issued patents that we own or may receive in the future, may be challenged, invalidated or
circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages against competitors with similar technology. Furthermore, our
competitors may be able to independently develop and commercialize similar drugs or duplicate our technology, business model or strategy without infringing our patents. Because of the extensive time
required for clinical development and regulatory review of a drug we may develop, it is possible that, before any of our drugs can be commercialized, any related patent may expire or remain in force
for only a short period following commercialization, thereby reducing any advantage of any such patent.
As
a result of the America Invents Act of 2011, the United States transitioned to a first-inventor-to-file system in March 2013, under which, assuming the other requirements for
patentability are met, the first inventor to file a patent application will be entitled to the patent. This will require us to minimize the time from invention to the filing of a patent
application.
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We may rely, in some circumstances, on trade secrets and unpatented know-how to protect our technology. However, trade secrets can be difficult to protect. We
seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our consultants, scientific advisors and contractors and invention assignment
agreements with our employees. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic
security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached and we may not have adequate
remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our consultants, contractors or collaborators use
intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. For more information, please see "Risk
FactorsRisks Related to our Intellectual Property."
Our
commercial success will also depend in part on not infringing the proprietary rights of third parties. It is uncertain whether the issuance of any third-party patent would require us
to alter our development or commercial strategies, or our drugs or processes, obtain licenses or cease certain activities. Our breach of any license agreements or failure to obtain a license to
proprietary rights that we may require to develop or commercialize our future drugs may have a material adverse impact on
us. If third parties prepare and file patent applications in the U.S. that also claim technology to which we have rights, we may have to participate in interference proceedings in the U.S. Patent and
Trademark Office, or USPTO, to determine priority of invention.
In
addition, substantial scientific and commercial research has been conducted for many years in the areas in which we have focused our development efforts, which has resulted in third
parties having a number of issued patents and pending patent applications. Patent applications in the U.S. and elsewhere are published only after eighteen months from the priority date. The
publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made. Therefore, patent applications
relating to drugs similar to bempedoic acid and any future drugs, discoveries or technologies we might develop may have already been filed by others without our knowledge.
Competition
Our industry is highly competitive and subject to rapid and significant technological change. Our potential competitors include large
pharmaceutical and biotechnology companies, specialty pharmaceutical and generic drug companies, academic institutions, government agencies and research institutions. Key competitive factors affecting
the commercial success of our product candidates are likely to be efficacy, safety and tolerability profile, reliability, convenience of dosing, price and reimbursement.
The
market for cholesterol regulating therapies is especially large and competitive. The product candidates we are currently developing, if approved, will face intense competition,
either as monotherapies or as combination therapies.
Many
of our existing or potential competitors have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and
development of product candidates, obtaining FDA and other regulatory approvals of products and the commercialization of those products. Mergers and acquisitions in the pharmaceutical and
biotechnology industries may result in even more resources being concentrated among a small number of our competitors. Accordingly, our competitors may be more successful than we may be in obtaining
FDA approval for drugs and achieving widespread market acceptance. Our competitors' drugs may be more effective, or more effectively marketed and sold, than any drug we may commercialize and may
render our product candidates obsolete or non-competitive before we can recover the expenses of developing
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and
commercializing any of our product candidates. Our competitors may also obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours. We anticipate
that we will face intense and increasing competition as new drugs enter the market and advanced technologies become available. Finally, the development of new treatment methods for the diseases we are
targeting could render our drugs non-competitive or obsolete. See "Risk FactorsRisks Related to our Business and the Clinical Development and Commercialization of Bempedoic
AcidOur market is subject to intense competition. If we are unable to compete effectively, our opportunity to generate revenue from the sale of bempedoic acid, if approved, will be
materially adversely affected."
Regulatory Matters
Government authorities in the United States at the federal, state and local level, and other countries, extensively regulate, among other
things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing, export and import of
products such as those we are developing. Our product candidates, including bempedoic acid, must be approved by the FDA through the NDA process before they may legally be marketed in the United
States.
In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and implementing regulations. The process
of obtaining regulatory approvals and compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.
Failure to comply with the applicable U.S.
requirements at any time during the product development process, approval process, or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include
the FDA's refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties. The process required by the FDA before a drug may be marketed in the
United States generally involves the following:
-
-
completion of nonclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices regulations;
-
-
submission to the FDA of an IND, which must become effective before human clinical studies may begin;
-
-
performance of adequate and well-controlled human clinical studies according to Good Clinical Practices, or GCP, to establish the safety and
efficacy of the proposed drug for its intended use;
-
-
submission to the FDA of an NDA for a new drug;
-
-
satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance
with cGMP; and
-
-
FDA review and approval of the NDA.
The
testing and approval process requires substantial time, effort and financial resources and we cannot be certain that any approvals for our product candidates will be granted on a
timely basis, if at all.
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Once
a pharmaceutical product candidate is identified for development, it enters the nonclinical, also referred to as preclinical, testing stage. Nonclinical tests include laboratory
evaluations of product chemistry, toxicity, formulation and stability, as well as animal studies. An IND sponsor must submit the results of the nonclinical tests, together with manufacturing
information, analytical data and any available clinical data or literature, to the FDA as part of the IND. The sponsor must also include a protocol detailing, among other things, the objectives of the
initial clinical study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the initial clinical study lends itself to an efficacy evaluation. Some
nonclinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA places the clinical study on a
clinical hold within that 30-day time period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical study can begin. Clinical holds also may be imposed
by the FDA at any time before or during clinical studies due to safety concerns or non-compliance, and may be imposed on all drug products within a certain class of drugs. The FDA also can impose
partial clinical holds, for example prohibiting the initiation of clinical studies of a certain duration or for a certain dose.
All
clinical studies must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations. These regulations include the requirement that all
research subjects provide informed consent. Further, an institutional review board, or IRB, must review and approve the plan for any clinical study before it commences at any institution. An IRB
considers, among other things, whether the risks to individuals participating in the clinical study are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the
information regarding the clinical study and the consent form that must be provided to each clinical study subject or his or her legal representative and must monitor the clinical study until
completed.
Each
new clinical protocol and any amendments to the protocol must be submitted to the IND for FDA review, and to the IRBs for approval. Protocols detail, among other things, the
objectives of the clinical study, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety.
Human
clinical studies are typically conducted in three sequential phases that may overlap or be combined:
-
-
Phase 1.
The product is initially introduced into healthy human
subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life- threatening diseases, especially when the product
may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing may be conducted in patients.
-
-
Phase 2.
Involves clinical studies in a limited patient population
to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage and
schedule.
-
-
Phase 3.
Clinical studies are undertaken to further evaluate dosage,
clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These clinical studies are intended to establish the overall risk/benefit ratio of the
product and provide an adequate basis for product labeling.
Progress
reports detailing the results of the clinical studies must be submitted at least annually to the FDA and safety reports must be submitted to the FDA and the investigators for
serious and unexpected adverse events. Phase 1, Phase 2 and Phase 3 testing may not be completed successfully within any specified period, if at all. The FDA or the sponsor may
suspend or terminate a clinical study at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can
suspend or terminate approval of a
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clinical
study at its institution if the clinical study is not being conducted in accordance with the IRB's requirements or if the drug has been associated with unexpected serious harm to patients.
Concurrent
with clinical studies, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of
the product and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing
quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final product. Additionally,
appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.
The results of product development, nonclinical studies and clinical studies, along with descriptions of the manufacturing process, analytical
tests conducted on the drug, proposed labeling and other relevant information, are submitted to the FDA as part of an NDA for a new drug, requesting approval to market the product. The submission of
an NDA is subject to the payment of a substantial user fee; a waiver of such fee may be obtained under certain limited circumstances. For example, the agency will waive the application fee for the
first human drug application that a small business or its affiliate submits for review.
In
addition, under the Pediatric Research Equity Act of 2003, or PREA, made into permanent law pursuant to Food and Drug Administration Safety and Innovation Act (FDASIA), an NDA or
supplement to an NDA must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration
for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers.
The
FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. The FDA may request additional information
rather than accept an NDA for filing. In this event, the NDA must be re-submitted with the additional information. The re-submitted application also is subject to review before the FDA accepts it for
filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for
its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product's identity, strength, quality and purity. Before approving an NDA, the FDA will inspect the facility
or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements
and adequate to assure consistent production of the product within required specifications. The FDA also can require, or an NDA applicant may voluntarily propose, a Risk Evaluation and Mitigation
Strategy, or REMS, to ensure the benefits of a drug outweigh its risks. Elements of a REMS may include "dear doctor letters," a medication guide, and in some cases restrictions on distribution. These
elements are negotiated as part of the NDA approval, and in some cases may delay the approval date. Once adopted, REMS are subject to periodic assessment and modification. The FDA may refer the NDA to
an advisory committee for review, evaluation and recommendation as to whether the application should be approved and under what conditions. An advisory committee is a panel of experts who provide
advice and recommendations when requested by the FDA on matters of importance that come before the agency. The FDA is not bound by the recommendation of an advisory committee.
The
approval process is lengthy and difficult and the FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical data or
other data and information. Even if such data and information are submitted, the FDA may ultimately decide that the
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NDA
does not satisfy the criteria for approval. Data obtained from clinical studies are not always conclusive and the FDA may interpret data differently than we interpret the same data. The FDA will
issue a complete response letter if the agency decides not to approve the NDA in its present form. The complete response letter usually describes all of the specific deficiencies that the FDA
identified in the NDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiring additional clinical studies. Additionally, the complete
response letter may include recommended actions that the applicant might take to place the application in a condition for approval. If a complete response letter is issued, the applicant may either
resubmit the NDA, addressing all of the deficiencies identified in the letter, or withdraw the application or request an opportunity for a hearing.
If
a product receives regulatory approval, the approval may be significantly limited to specific patient populations, therapeutic settings, risk categories of disease, and dosages or the
indications for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be included
in the product labeling. In addition, the FDA may require further Phase 3 and Phase 4 testing to be conducted, which involves clinical studies designed to further assess a drug's safety
and effectiveness after NDA approval and may require testing and surveillance programs to monitor the safety of approved products that have been commercialized.
Depending upon the timing, duration and specifics of FDA approval of the use of our product candidates, some of our U.S. patents may be eligible
for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent
restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining
term of a patent beyond a total of 14 years from the product's approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the
submission date of an NDA plus the time between the submission date of an NDA and the approval of that application. Only one patent applicable to an approved drug is eligible for the extension and the
application for the extension must be submitted prior to the expiration of the patent. The U.S. Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any
patent term extension or restoration. In the future, we intend to apply for restorations of patent term for some of our currently owned or licensed patents to add patent life beyond their current
expiration dates, depending on the expected length of the clinical studies and other factors involved in the filing of the relevant NDA, however there can be no assurance that any such extension will
be granted to us.
Market
exclusivity provisions under the FDCA can also delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing
exclusivity within the United States to the first applicant to gain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new
drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated
new drug application, or ANDA, or a 505(b)(2) NDA submitted by another company for another version of such drug where the applicant does not own or have a legal right of reference to all the data
required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years of
marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant
are deemed by the FDA to be essential to the approval of the application, for example new indications, dosages or strengths of an
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existing
drug. This three-year exclusivity covers only the conditions of use associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the
original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain
a right of reference to all of the nonclinical studies and adequate and well- controlled clinical studies necessary to demonstrate safety and effectiveness.
Pediatric
exclusivity is another type of exclusivity in the United States. Pediatric exclusivity, if granted, provides an additional six months to an existing exclusivity or statutory
delay in approval resulting from a patent certification. This six-month exclusivity, which runs from the end of other exclusivity protection or patent delay, may be granted based on the voluntary
completion of a pediatric clinical study in accordance with a FDA-issued "Written Request" for such a clinical study.
Certain
foreign countries permit extension of patent term for a newly approved drug and/or grant a period of data exclusivity and/or market exclusivity. For example, depending upon the
timing and duration of the marketing authorization process in certain European countries, a newly approved drug may be eligible for a supplementary protection certification, or SPC, which can extend
the basic patent right for the drug for a period up to five years.
Any drugs for which we receive FDA approval are subject to continuing regulation by the FDA, including, among other things, record-keeping
requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complying with certain
electronic records and signature requirements and complying with FDA promotion and advertising requirements. The FDA strictly regulates labeling, advertising, promotion and other types of information
on products that are placed on the market. Drugs may be promoted only for the approved indications and in accordance with the provisions of the approved label. Further, manufacturers of drugs must
continue to comply with cGMP requirements, which are extensive and require considerable time, resources and ongoing investment to ensure compliance. In addition, changes to the manufacturing process
generally require prior FDA approval before being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are also subject to
further FDA review and approval.
Drug
manufacturers and other entities involved in the manufacturing and distribution of approved drugs are required to register their establishments with the FDA and certain state
agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws. The cGMP requirements apply to all stages of the
manufacturing process, including the production, processing, sterilization, packaging, labeling, storage and shipment of the drug. Manufacturers must establish validated systems to ensure that
products meet specifications and regulatory standards, and test each product batch or lot prior to its release. We rely, and expect to continue to rely, on third parties for the production of clinical
quantities of our product candidates. Future FDA and state inspections may identify compliance issues at the facilities of our contract manufacturers that may disrupt production or distribution or may
require substantial resources to correct.
The
FDA may withdraw a product approval if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market. Later discovery of
previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. Further, the failure to maintain compliance with
regulatory requirements may result in administrative or judicial actions, such as fines, warning letters, holds on clinical studies, product recalls or seizures, product detention or refusal to permit
the import or export
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of
products, refusal to approve pending applications or supplements, restrictions on marketing or manufacturing, injunctions or civil or criminal penalties.
From
time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing
of products regulated by the FDA. In addition to new legislation, the FDA regulations and policies are often revised or reinterpreted by the agency in ways that may significantly affect our business
and our product candidates. It is impossible to predict whether further legislative or FDA regulation or policy changes will be enacted or implemented and what the impact of such changes, if any, may
be.
In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical studies and
commercial sales and distribution of our product candidates to the extent we choose to sell any products outside of the United States. Whether or not we obtain FDA approval for a product, we must
obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical studies or marketing of the product in those countries. The approval process
varies from country to country and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical studies, product licensing, pricing and
reimbursement vary greatly from country to country. As in the United States, post-approval regulatory requirements, such as those regarding product manufacture, marketing, or distribution would apply
to any product that is approved outside the United States.
Employees
As of December 31, 2016, we had 44 full-time employees. Two of our employees have Ph.D. degrees and three have M.D. degrees. 28 of our
employees are engaged in research and development activities. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with
our employees to be good.
Facilities
Our corporate headquarters are located in Ann Arbor, Michigan where we lease and occupy approximately 7,900 square feet of office space. We
lease and occupy an additional 5,500 square feet of office space in Ann Arbor, Michigan to support our clinical development operations. We believe our current facilities will be sufficient to meet our
needs until expiration.
Item 1A. Risk Factors
Except for the historical information contained herein or incorporated by reference, this report and the information incorporated by reference contains
forward-looking statements that involve risks and uncertainties. These statements include projections about our accounting and finances, plans and objectives for the future, future operating and
economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results could differ materially from those
discussed in this report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in the following section, as well as those discussed in
Part II, Item 7 entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere throughout this report and in any documents incorporated in
this report by reference.
You should consider carefully the following risk factors, together with all of the other information included or incorporated in this report. If any of the
following risks, either alone or taken together, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial
condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of
their investment.
Risks Related to our Business and the Clinical Development and Commercialization of Bempedoic Acid
We depend almost entirely on the success of one product candidate, bempedoic acid, which only recently
commenced Phase 3 clinical development. We cannot be certain that we will be able to obtain regulatory approval for, or successfully commercialize, bempedoic acid.
Bempedoic acid and BA + EZ, the fixed dose combination of bempedoic acid and ezetimibe, are our only product candidates in
clinical development, and our business depends almost entirely on bempedoic acid's successful clinical development, regulatory approvals and commercialization. We currently have no drug products for
sale and may never be able to develop marketable drug products. Bempedoic acid, for which we recently launched our global pivotal Phase 3 clinical program in January 2016, will require
substantial additional clinical development, testing, and regulatory approvals before we are permitted to commence its commercialization. The clinical studies of our product candidates are, and the
manufacturing and marketing of our product candidates will be, subject to extensive and rigorous review and regulation by numerous government authorities in the U.S. and in other countries where we
intend to test and, if approved, market any product candidate. Before obtaining regulatory approvals for the commercial sale of any product candidate, we must demonstrate through preclinical testing
and clinical studies that the product candidate is safe and effective for use in each target indication. This process can take many years and require the expenditure of substantial resources beyond
the proceeds we have raised, and may include post-marketing studies and surveillance, including a Risk Evaluation and Mitigation Strategy, or REMS program. Of the large number of drugs in development
in the U.S., only a small percentage successfully complete the approval process at the FDA, EMA or any other foreign regulatory agency, and are commercialized. Accordingly, even if we are able to
obtain the requisite financing to continue to fund our development and clinical programs, we cannot assure you that bempedoic acid or any other of our product candidates will be successfully developed
or commercialized.
We
are not permitted to market bempedoic acid in the U.S. or Europe until we receive approval of a NDA from the FDA, a MAA from the EMA, or in any other foreign countries until we
receive the
requisite approval from such countries. As a condition to submitting an NDA to the FDA or an MAA to EMA for bempedoic acid to treat patients with elevated LDL-C, we have currently completed eight
Phase 2 clinical studies and expect to complete the global pivotal Phase 3 LDL-C lowering efficacy and safety studies, and to potentially complete, the CLEAR Outcomes CVOT.
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Additionally,
while we currently intend to submit our NDA for bempedoic acid for an LDL-C lowering indication in patients with hypercholesterolemia, the FDA has indicated its position
regarding an LDL-C lowering indication could be impacted by potential future changes in their view of LDL-C lowering as a surrogate endpoint or the possibility of a shift in the future
standard-of-care for "statin intolerant" patients with elevated LDL-C levels. In the event that FDA determines LDL-C lowering is no longer a surrogate endpoint for initial approval of bempedoic acid
in the future, we would plan to submit our NDA with a proposed indication of CV risk reduction in "statin intolerant" patients on the basis of a completed and successful CLEAR Outcomes CVOT, which
would include the results of the global pivotal Phase 3 LDL-C lowering efficacy and safety studies, by 2022. Obtaining approval of an NDA is a complex, lengthy, expensive and uncertain process,
and the FDA may delay, limit or deny approval of bempedoic acid for many reasons, including, among others:
-
-
the FDA, EMA or any other regulatory authorities may change their approval policies or adopt new regulations, including with respect to whether
LDL-C lowering is a surrogate endpoint for initial approval of bempedoic acid;
-
-
we may not be able to demonstrate that bempedoic acid is safe and effective in treating patients with elevated LDL-C to the satisfaction of the
FDA, EMA or any other regulatory agency;
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-
the results of our clinical studies may not meet the level of statistical or clinical significance required by the FDA or EMA for marketing
approval;
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-
the magnitude of the treatment effect must also be clinically meaningful along with the drug's safety for a favorable benefit/risk assessment
by the FDA, EMA or any other regulatory agency;
-
-
the FDA, EMA or any other regulatory agency may disagree with the number, design, size, duration, exposure of patients, or conduct or
implementation of our clinical studies;
-
-
the FDA, EMA or any other regulatory agency may require that we conduct additional clinical studies;
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-
the FDA, EMA or any other regulatory agency may not approve the formulation, specifications or labeling of bempedoic acid;
-
-
the clinical research organizations, or CROs, that we retain to conduct our clinical studies may take actions outside of our control that
materially adversely impact our clinical studies;
-
-
the FDA, EMA or any other regulatory agency may find the data from preclinical studies and clinical studies insufficient to demonstrate that
bempedoic acid's clinical and other benefits outweigh its safety risks;
-
-
the FDA, EMA or any other regulatory agency may disagree with our interpretation of data from our preclinical studies and clinical studies;
-
-
the FDA, EMA or any other regulatory agency may not accept data generated at our clinical study sites;
-
-
if our NDA, if and when submitted, is reviewed by an advisory committee, the FDA may have difficulties scheduling an advisory committee meeting
in a timely manner or the advisory committee may recommend against approval of our application or may recommend that the FDA require, as a condition of approval, additional preclinical studies or
clinical studies, limitations in approved labeling or distribution and use restrictions;
-
-
the FDA, EMA or any other regulatory agency may require the development of a REMS as a condition of approval or post-approval; or
-
-
the FDA, EMA or any other regulatory agency may not approve the manufacturing processes or facilities of third-party manufacturers with which
we contract.
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Any
of these factors, many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and successfully market bempedoic acid. Moreover, because our
business is almost entirely dependent upon this one product candidate, any setback in our pursuit of its regulatory approval would have a material adverse effect on our business and prospects.
The
development and approvals required for the approval of BA + EZ, which is in development for the same indications as bempedoic acid as monotherapy, are substantially
identical to those for bempedoic acid as monotherapy, and the risks relating to the clinical development and approval of bempedoic acid monotherapy apply equally to BA + EZ. The FDA only
recently accepted our submission of an IND application for BA + EZ in the second quarter of 2016 and we recently completed a bioavailability study. A formulation of BA + EZ
has been selected for development and commercialization. We expect to announce clinical development and regulatory plans for BA + EZ in the first half of 2017. Any failure in our
development of bempedoic acid monotherapy would materially and adversely affect our ability to develop, seek approval for and commercialize the BA + EZ combination therapy for the
targeted indications. In addition, even if bempedoic acid monotherapy succeeds in its clinical development and is
approved for one or more targeted indications, there can be no assurance that the BA + EZ combination therapy would be developed successfully and approved for the same indications or at
all.
Failures or delays in the completion of our global pivotal Phase 3 efficacy and safety studies or our
CLEAR Outcomes CVOT of bempedoic acid could result in increased costs to us and could delay, prevent or limit our ability to generate revenue and continue our business.
In January 2016, we commenced our global pivotal Phase 3 long-term safety study (Study 1). We do not know whether our ongoing clinical
studies will be completed on schedule, if at all. We initiated our three remaining global pivotal Phase 3 LDL-C lowering efficacy studies and the CLEAR Outcomes CVOT in December 2016. We do not
know whether these studies will be completed on schedule. Successful completion of such clinical studies and, if required by the FDA due to a change in regulatory policy, our CLEAR Outcomes CVOT, are
likely prerequisites to submitting an initial NDA to the FDA, MAA to the EMA or a similar application to any other foreign regulatory authorities from whom we seek to obtain approval and,
consequently, the ultimate approval and commercialization of bempedoic acid. The commencement and completion of clinical studies can be delayed or prevented for a number of reasons, including, among
others:
-
-
the FDA, EMA or any other regulatory authority may not agree to the study design or overall program;
-
-
the FDA, EMA or any other regulatory authority may place a clinical study on hold;
-
-
delays in reaching or failing to reach agreement on acceptable terms with prospective CROs and study sites, the terms of which can be subject
to extensive negotiation and may vary significantly among different CROs and study sites;
-
-
inadequate quantity or quality of a product candidate or other materials necessary to conduct clinical studies;
-
-
difficulties or delays obtaining institutional review board, or IRB, approval to conduct a clinical study at a prospective site or sites;
-
-
challenges in recruiting and enrolling patients to participate in clinical studies or in our CLEAR Outcomes CVOT, including the size and nature
of the patient population, the proximity of patients to clinical sites, eligibility criteria for the clinical study, the nature of the clinical study protocol, the availability of approved effective
treatments for the relevant disease and competition from other clinical study programs, including PCSK9 inhibitors, for similar indications;
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severe or unexpected drug-related side effects experienced by patients in a clinical study, including instances of muscle pain or weakness or
other side effects previously identified in our completed clinical studies;
-
-
reports from preclinical or clinical testing of other cardiometabolic therapies that raise safety or efficacy concerns; and
-
-
difficulties retaining patients who have enrolled in a clinical study but may be prone to withdraw due to rigors of the study, lack of
efficacy, side effects, personal issues or loss of interest.
Clinical
studies may also be delayed or terminated as a result of ambiguous or negative interim results. In addition, a clinical study may be suspended or terminated by us, the FDA, the
EMA, the IRBs at the sites where the IRBs are overseeing a clinical study, a data safety monitoring board, or DSMB,
overseeing the clinical study at issue or any other regulatory authorities due to a number of factors, including, among others:
-
-
failure to conduct the clinical study in accordance with regulatory requirements or our clinical protocols;
-
-
inspection of the clinical study operations or study sites by the FDA, EMA or any other regulatory authorities that reveals deficiencies or
violations that require us to undertake corrective action, including the imposition of a clinical hold;
-
-
unforeseen safety issues;
-
-
changes in government regulations or administrative actions;
-
-
problems with clinical supply materials; and
-
-
lack of adequate funding to continue the clinical study.
Positive results from completed Phase 1 and Phase 2 clinical studies of bempedoic acid are not
necessarily predictive of the results of our ongoing global pivotal Phase 3 program and CVOT of bempedoic acid, nor do they guarantee approval of bempedoic acid by the FDA, EMA or any other
regulatory agency. If we cannot replicate the positive results from our completed Phase 1 and Phase 2 clinical studies of bempedoic acid in our ongoing clinical studies and CVOT, we may
be unable to successfully develop, obtain regulatory approval for and commercialize bempedoic acid.
There is a high failure rate for drugs proceeding through clinical studies. Even if we are able to complete our ongoing global pivotal
Phase 3 LDL-C studies, CVOT and any potential additional Phase 3 clinical studies of bempedoic acid according to our current development timeline, the positive results from our completed
Phase 1 and Phase 2 clinical studies of bempedoic acid, including those of our Phase 2 PK/PD (1002-035) study completed in October 2016, may not be replicated in our ongoing
global pivotal Phase 3 and CVOT or planned Phase 3 clinical study results, nor do they guarantee approval of bempedoic acid by the FDA, EMA or any other regulatory authorities in a
timely manner or at all. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical studies after achieving positive results in early
stage development, and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical studies were
underway or safety or efficacy observations made in clinical studies, including previously unreported adverse events. In addition, regulatory delays or rejections may be encountered as a result of
many factors, including changes in regulatory policy during the period of product development.
Moreover,
preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily
in preclinical studies and clinical studies nonetheless failed to obtain FDA and/or EMA approval. If we fail to obtain
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positive
results in our ongoing global pivotal Phase 3, CVOT and planned Phase 3 clinical studies of bempedoic acid, the development timeline and regulatory approval and
commercialization prospects for our leading product candidate, and, correspondingly, our business and financial prospects, would be materially adversely affected.
We will need substantial additional capital in the future. If additional capital is not available, we will
have to delay, reduce or cease operations.
We reported top-line results from our Phase 2 (1002-008) clinical study in October 2014, our Phase 2 (1002-009) clinical study in
March 2015, our Phase 2 (1002-014) exploratory clinical safety study in July 2015, and our Phase 2 PK/PD (1002-035) clinical study and Phase 1 PK (1002-037) study in October 2016.
We held our End-of-Phase 2 meeting with the FDA in August 2015. In January 2016, we commenced our global pivotal Phase 3 long-term safety study (Study 1). We engaged in active dialogue
in 2016 with the FDA and EMA to discuss our global pivotal Phase 3 clinical program for bempedoic acid in the "statin intolerant" patient population and, based on that dialogue, announced our
clinical development and regulatory plans for bempedoic acid in June 2016. We initiated our global pivotal Phase 3 LDL-C lowering efficacy studies and our CLEAR Outcomes CVOT in December 2016.
In
the event that FDA determines LDL-C lowering is no longer a surrogate endpoint for initial approval of bempedoic acid in the future, we would plan to submit our NDA for CV risk
reduction indication on the basis of a completed and successful CVOT, which would include the results of the Phase 3 LDL-C lowering efficacy studies, by 2022. We expect that these clinical
studies, plus any additional clinical studies that we undertake for the clinical development of BA + EZ, will consume substantial additional financial resources. We expect that our
existing cash and cash equivalents only will be sufficient to fund our operations into early 2019. We will need to raise additional capital to continue to fund the further development and
commercialization of bempedoic acid and our operations. Our future capital requirements may be substantial and will depend on many factors including:
-
-
the scope, size, rate of progress, results and costs of completing our CLEAR Outcomes CVOT of bempedoic acid;
-
-
the scope, size, rate of progress, results and costs of completing our global pivotal Phase 3 LDL-C lowering program of bempedoic acid,
which currently includes multiple global pivotal Phase 3 clinical efficacy and safety studies;
-
-
the scope, size, rate of progress, results and costs of clinical development of BA + EZ for the same indications as bempedoic
acid monotherapy;
-
-
the cost, timing and outcome of our efforts to obtain marketing approval for bempedoic acid, including to fund the preparation and filing of an
NDA with the FDA and a MAA with the EMA for bempedoic acid and to satisfy related FDA and EMA requirements;
-
-
the number and characteristics of any additional product candidates we develop or acquire;
-
-
the costs associated with commercializing bempedoic acid or any future product candidates if we receive marketing approval, including the cost
and timing of developing sales and marketing capabilities or entering into strategic collaborations to market and sell bempedoic acid or any future product candidates;
-
-
the cost of manufacturing bempedoic acid or any future product candidates and any products we successfully commercialize; and
-
-
the costs associated with general corporate activities, such as the cost of filing, prosecuting and enforcing patent claims.
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Changing
circumstances may cause us to consume capital significantly faster than we currently anticipate. Because the outcome of any clinical study is highly uncertain, we cannot
reasonably estimate the actual amounts necessary to successfully complete the development, regulatory approval and commercialization of bempedoic acid and any future product candidates. Additional
financing may not be available when we need it or may not be available on terms that are favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic
considerations, even if we believe we have sufficient funds for our current or future operating plans. If adequate funds are
unavailable to us on a timely basis, or at all, we may not be able to continue the development of bempedoic acid or any future product candidate, or to commercialize bempedoic acid or any future
product candidate, if approved, unless we find a partner.
We are an emerging pharmaceutical company and have not generated any revenue from product sales. We have
incurred significant operating losses since our inception, and anticipate that we will incur continued losses for the foreseeable future.
We have a limited operating history on which to base your investment decision. Pharmaceutical product development is a highly speculative
undertaking and involves a substantial degree of risk. We were incorporated in January 2008. Our operations to date have been limited primarily to organizing and staffing our company and conducting
research and development activities for bempedoic acid. We have never generated any revenue from product sales. We have not obtained regulatory approvals for any of our product candidates. As such, we
are subject to all the risks incident to the development, regulatory approval and commercialization of new pharmaceutical products and we may encounter unforeseen expenses, difficulties,
complications, delays and other unknown factors.
Since
our inception, we have focused substantially all of our efforts and financial resources on developing bempedoic acid, which commenced Phase 3 clinical development in January
2016. We have funded our operations to date primarily through proceeds from sales of preferred stock, public offerings of common stock, convertible promissory notes and warrants and the incurrence of
indebtedness, and we have incurred losses in each year since our inception. Our net losses were $75.0 million, $49.8 million and $36.4 million for the years ended
December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, we had an accumulated deficit of $229.2 million. Substantially all of our operating losses resulted from
costs incurred in connection with our development program and from general and administrative costs associated with our operations. We expect to incur increasing levels of operating losses over the
next several years and for the foreseeable future. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders' equity and working
capital. We expect our research and development expenses to significantly increase in connection with our additional clinical studies of bempedoic acid, particularly our Phase 3 program and
CLEAR Outcomes CVOT, as well as any clinical studies that we undertake to develop BA + EZ, and development of any other product candidates we may choose to pursue. In addition, if we
obtain marketing approval for bempedoic acid, we will also incur significant sales, marketing and outsourced manufacturing expenses. As a public company, we have incurred and will continue to incur
additional costs associated with operating as a public company, particularly now that we are no longer an "emerging growth company." As a result, we expect to continue to incur significant and
increasing operating losses for the foreseeable future. Because of the numerous risks and uncertainties associated with developing pharmaceutical products, we are unable to predict the extent of any
future losses or when we will become profitable, if at all. Even if we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis.
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Changes in regulatory requirements, FDA or EMA guidance or unanticipated events during our global pivotal
Phase 3 clinical studies or our CVOT of bempedoic acid may occur, which may result in changes to clinical study protocols or additional clinical study requirements, which could result in
increased costs to us and could delay our development timeline.
Changes in regulatory requirements, FDA or EMA guidance or unanticipated events during our clinical studies may force us to amend clinical study
protocols or the FDA or EMA may impose additional clinical study requirements. Significant amendments to our clinical study protocols may require resubmission to the FDA and/or IRBs for review and
approval, which may adversely impact the cost, timing and/or successful completion of these studies. If we experience substantial delays completingor if we terminateany of
our global pivotal Phase 3 clinical studies or our CVOT, or if we are required to conduct additional clinical studies, the commercial prospects for bempedoic acid may be harmed and our ability
to generate product revenue will be delayed.
Even
though we completed enrollment of Study 1 ahead of schedule, we may not be able to identify and enroll the requisite number of patients in the remaining studies in our global
pivotal Phase 3 LDL-C lowering program, our CLEAR Outcomes CVOT or any study that we undertake to support the development of BA+EZ. Even when we are successful in enrolling patients, we may not
ultimately be able to demonstrate sufficient clinical benefits from bempedoic acid and our failure to do so may delay or hinder our ability to obtain FDA or EMA approval for bempedoic acid. While we
currently plan to submit an NDA for bempedoic acid for an LDL-C lowering indication in patients with hypercholesterolemia after initiating our CLEAR Outcomes CVOT, the FDA has indicated its position
regarding an LDL-C lowering indication could be impacted by potential future changes in their view of LDL-C lowering as a surrogate endpoint or the possibility of a shift in the future
standard-of-care for "statin intolerant" patients with elevated LDL-C levels. Conducting our CLEAR Outcomes CVOT will be costly and time-consuming, and any requirement to complete the CVOT prior to
approval of bempedoic acid would adversely affect our development timeline and financial condition.
Even if we receive marketing approval for bempedoic acid, we may still face future development and regulatory
difficulties.
Even if we receive marketing approval for bempedoic acid, regulatory authorities may still impose significant restrictions on bempedoic acid's
indicated uses or marketing or impose
ongoing requirements for potentially costly post-approval studies, such as a CVOT. Bempedoic acid will also be subject to ongoing FDA requirements governing the packaging, storage, labeling,
advertising and promotion of the product, recordkeeping and submission of safety updates and other post-marketing information. The FDA has significant post-marketing authority, including, for example,
the authority to require labeling changes based on new safety information and to require post-marketing studies or clinical studies to evaluate serious safety risks related to the use of a drug
product. The FDA also has the authority to require, as part of an NDA or post-approval, the submission of a REMS. Any REMS required by the FDA may lead to increased costs to assure compliance with
post-approval regulatory requirements and potential requirements or restrictions on the sale of approved products, all of which could lead to lower sales volume and revenue. The EMA and other foreign
regulatory authorities may impose similar requirements on bempedoic acid as those described above with respect to the FDA.
Manufacturers
of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with current Good
Manufacturing Practices and other regulations. If we or a regulatory agency discover problems with bempedoic acid, such as adverse events of unanticipated severity or frequency, or problems with the
facility where bempedoic acid is manufactured, a regulatory agency may impose restrictions on bempedoic acid, the manufacturer or us, including requiring withdrawal of bempedoic acid from the market
or suspension of manufacturing. If we, bempedoic acid or the manufacturing facilities for
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bempedoic
acid fail to comply with applicable regulatory requirements, a regulatory agency may, among other things:
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issue warning letters or untitled letters;
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seek an injunction or impose civil or criminal penalties or monetary fines;
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suspend or withdraw marketing approval;
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suspend any ongoing clinical studies;
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refuse to approve pending applications or supplements to applications submitted by us;
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suspend or impose restrictions on operations, including costly new manufacturing requirements; or
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seize or detain products, refuse to permit the import or export of products, or request that we initiate a product recall.
Even if we receive marketing approval for bempedoic acid in the U.S., we may never receive regulatory
approval to market bempedoic acid outside of the U.S., and vice versa.
In order to market any product outside of the U.S., we must establish and comply with the numerous and varying efficacy, safety and other
regulatory requirements of the countries in which we intend to market our product. Approval procedures vary among countries and can involve additional product candidate testing and additional
administrative review periods. The time required to obtain approvals in other countries might differ from that required to obtain FDA approval. The marketing approval processes in other countries may
include all of the risks detailed above regarding FDA approval in the U.S. as well as other risks, or vice versa. In particular, in many countries outside of the U.S., products must receive pricing
and reimbursement approval before the product can be commercialized. Obtaining this approval can result in substantial delays in bringing products to market in such countries. Marketing approval in
one country does not ensure marketing approval in another, but a failure or delay in obtaining marketing approval in one country may have a negative effect on the regulatory process in others. Failure
to obtain marketing approval in other countries or any delay or other setback in obtaining such approval would impair our ability to commercialize bempedoic acid in such foreign markets. Any such
impairment would reduce the size of our potential market, which could have a material adverse impact on our business, results of operations and prospects.
Even if we receive marketing approval for bempedoic acid, it may not achieve broad market acceptance, which
would limit the revenue that we generate from its sales.
The commercial success of bempedoic acid, if approved by the FDA or other regulatory authorities, will depend upon the awareness and acceptance
of bempedoic acid among the medical community, including physicians, patients and healthcare payors. Market acceptance of bempedoic acid, if approved, will depend on a number of factors, including,
among others:
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bempedoic acid's demonstrated ability to treat "statin intolerant" patients for LDL-C lowering or CV risk reduction as an add-on for patients
already on statin therapy, as compared with other available therapies;
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the relative convenience and ease of administration of bempedoic acid, including as compared with other treatments for patients for LDL-C
lowering or CV risk reduction;
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the prevalence and severity of any adverse side effects such as muscle pain or weakness;
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limitations or warnings contained in the labeling approved for bempedoic acid by the FDA;
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availability of alternative treatments, including a number of competitive therapies already approved for LDL-C lowering or CV risk reduction,
including PCSK9 inhibitors, or expected to be commercially launched in the near future;
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pricing and cost effectiveness;
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the effectiveness of our sales and marketing strategies;
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our ability to increase awareness of bempedoic acid through marketing efforts;
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our ability to obtain sufficient third-party coverage or reimbursement; and
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the willingness of patients to pay out-of-pocket in the absence of third-party coverage.
If
bempedoic acid is approved but does not achieve an adequate level of acceptance by patients, physicians and payors, we may not generate sufficient revenue from bempedoic acid to
become or remain profitable. Our efforts to educate the medical community and third-party payors about the benefits of bempedoic acid may require significant resources and may never be successful.
If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to
market and sell bempedoic acid, we may not be able to generate any revenue.
We do not currently have an infrastructure for the sales, marketing and distribution of pharmaceutical products. In order to market bempedoic
acid, if approved by the FDA or any other regulatory body, we must build our sales, marketing, managerial, and other non-technical capabilities or make arrangements with third parties to perform these
services. If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, or if we are unable to do so on commercially reasonable
terms, our business, results of operations, financial condition and prospects will be materially adversely affected.
Even if we obtain marketing approval for bempedoic acid, physicians and patients using other LDL-C lowering
therapies may choose not to switch to our product.
Physicians are often reluctant to switch their patients from existing therapies even when new and potentially more effective, safe or convenient
treatments enter the market. In addition, patients often acclimate to the brand or type of therapy that they are currently taking and do not want to switch unless their physicians recommend switching
products or they are required to switch therapies due to lack of reimbursement for existing therapies. If physicians or patients are reluctant to switch from existing therapies to bempedoic acid, if
approved, our operating results and financial condition would be materially adversely affected.
The development and, if approved, commercialization of BA + EZ depends on the availability to
and use of ezetimibe by the target patient of this combination therapy.
BA + EZ is dependent on the continued availability and use of ezetimibe in the marketplace, and there can be no assurance that the
current availability and use of ezetimibe will continue. For example, changes in standard of care or use patterns of ezetimibe could make our BA + EZ combination therapy obsolete. In
addition, ezetimibe could encounter unexpected results in the future and be associated with adverse outcomes during long-term use. Finally, the producers of ezetimibe are under no obligation to
continue producing, commercializing or making ezetimibe available to patients, or to continue producing ezetimibe in any particular quantity, which could prevent our ability to obtain ezetimibe for
use in our planned clinical trials or impact the number of patients taking ezetimibe who are available to enroll in our clinical trials. For example, such producers may encounter manufacturing or
other production issues and fail to produce enough ezetimibe for us to successfully complete our
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studies
and clinical trials, and this could cause our BA + EZ development program or commercialization efforts, if BA + EZ is approved, to fail or be significantly delayed.
Guidelines and recommendations published by various organizations may adversely affect the FDA's review of
bempedoic acid for LDL-C lowering in "statin intolerant" patients or the use or commercial viability of bempedoic acid, if approved for any indication or patient population.
Government agencies issue regulations and guidelines directly applicable to us and to bempedoic acid, including guidelines generally relating to
therapeutically significant LDL-C levels. In addition, professional societies, practice management groups, private health or science foundations and other organizations involved in the research,
treatment and prevention of various diseases from time to time publish guidelines or recommendations to the medical and patient communities. These various sorts of recommendations may relate to such
matters as product usage and use of related or competing therapies. For example, organizations such as the AHA have made recommendations about therapies in the cardiovascular therapeutics market. We
expect that the FDA's view of the standard of care for patients with elevated LDL-C at the time we submit an NDA for our LDL-C-lowering program in patients with elevated LDL-C will impact the
evaluation of such NDA, including how this standard of care evolves in light of guidelines and recommendations in respect of the use of PCSK9 inhibitors. In addition, following any approval, we expect
that changes to these existing recommendations or other guidelines advocating alternative therapies could result in decreased use of bempedoic acid, which would adversely affect our results of
operations.
Even if approved, reimbursement policies could limit our ability to sell bempedoic acid.
Market acceptance and sales of bempedoic acid will depend on reimbursement policies and may be affected by healthcare reform measures.
Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels for
those medications. Cost containment is a primary concern in the U.S. healthcare industry and elsewhere. Government authorities and these third-party payors have attempted to control costs by limiting
coverage and the amount of reimbursement for particular medications. We cannot be sure that reimbursement will be available for bempedoic acid and, if reimbursement is available, the level of such
reimbursement. Reimbursement may impact the demand for, or the price of, bempedoic acid. If reimbursement is not available or is available only at limited levels, we may not be able to successfully
commercialize bempedoic acid.
In
some foreign countries, particularly in Canada and European countries, the pricing of prescription pharmaceuticals is subject to strict governmental control. In these countries,
pricing negotiations with governmental authorities can take six to 12 months or longer after the receipt of regulatory approval and product launch. To obtain favorable reimbursement for the
indications sought or pricing approval in some countries, we may be required to conduct a clinical study that compares the cost-effectiveness of bempedoic acid with other available therapies. If
reimbursement for bempedoic acid is unavailable in any country in which we seek reimbursement, if it is limited in scope or amount, if it is conditioned upon our completion of additional clinical
studies, or if pricing is set at unsatisfactory levels, our operating results could be materially adversely affected.
Our future product development programs for candidates other than bempedoic acid may require substantial
financial resources and may ultimately be unsuccessful.
In addition to the development of bempedoic acid, we may in the future pursue the development of other early-stage development programs. Our
potential product candidate has not commenced any clinical studies, and there are a number of FDA requirements that we must satisfy before we can commence such clinical studies. Satisfaction of these
requirements will entail substantial time, effort and financial resources. We may never satisfy these requirements. Any time, effort and financial
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resources
we expend on any early-stage development programs that we may pursue may adversely affect our ability to continue development and commercialization of bempedoic acid, and we may never
commence clinical studies of such development programs despite expending significant resources in pursuit of their development. If we do commence clinical studies of our other potential product
candidates, such product candidates may never be approved by the FDA.
Recent federal legislation will increase pressure to reduce prices of pharmaceutical products paid for by
Medicare, which could materially adversely affect our revenue, if any, and our results of operations.
In the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, also called the MMA, changed the way Medicare
covers and pays for pharmaceutical products. The legislation expanded Medicare coverage for drug purchases by the elderly and introduced a new reimbursement methodology based on average sales prices
for physician-administered drugs. In addition, this legislation provided authority for limiting the number of drugs that will be covered in any therapeutic class. As a result of this legislation and
the expansion of federal coverage of drug products, we expect that there will be additional pressure to reduce costs. These cost reduction initiatives and other provisions of this legislation could
decrease the scope of coverage and the price that we receive for any approved products and could seriously harm our business. While the MMA applies only to drug benefits for Medicare beneficiaries,
private payors often follow Medicare coverage policies and payment limitations in setting their own reimbursement rates, and any reduction in reimbursement that results from the MMA may cause a
similar reduction in payments from private payors. This legislation may pose an even greater risk to bempedoic acid than some other pharmaceutical products because a significant portion of the target
patient population for bempedoic acid would likely be over 65 years of age and, therefore, many such patients will be covered by Medicare.
In
March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, the PPACA, became law in the
United States. The goal of the PPACA is to reduce the cost of healthcare and substantially change the way healthcare is financed by both governmental and private insurers. While we cannot predict what
impact on federal reimbursement policies this legislation will have in general or on our business specifically, the PPACA may result in downward pressure on pharmaceutical reimbursement, which could
negatively affect market acceptance of bempedoic acid, if approved, or any of our future products. In 2012, members of the U.S. Congress and some state legislatures sought to overturn certain
provisions of the PPACA including those concerning the mandatory purchase of insurance. However, on June 28, 2012, the United States Supreme Court upheld the constitutionality of these
provisions. Members of the U.S. Congress have since proposed a number of legislative initiatives, including possible repeal of the PPACA. We cannot predict the outcome or impact of current proposals
or whether new proposals will be made or adopted, when they may be adopted or what impact they may have on us if they are adopted. These challenges add to the uncertainty of the legislative changes as
part of ACA.
Finally,
the availability of generic LDL-C lowering treatments may also substantially reduce the likelihood of reimbursement for branded counterparts or other competitive LDL-C lowering
therapies, such as bempedoic acid if it is approved for commercial distribution. If we fail to successfully secure and maintain reimbursement coverage for our products or are significantly delayed in
doing so, we will have difficulty achieving market acceptance of our products and our business will be harmed.
Recent federal legislation and actions by state and local governments may permit reimportation of drugs from
foreign countries into the United States, including foreign countries where the drugs are sold at lower prices than in the United States, which could materially adversely affect our operating results.
We may face competition for bempedoic acid, if approved, from cheaper LDL-C lowering therapies sourced from foreign countries that have placed
price controls on pharmaceutical products. The MMA contains provisions that may change U.S. importation laws and expand pharmacists' and
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wholesalers'
ability to import cheaper versions of an approved drug and competing products from Canada, where there are government price controls. These changes to U.S. importation laws will not take
effect unless and until the Secretary of Health and Human Services certifies that the changes will pose no additional risk to the public's health and safety and will result in a significant reduction
in the cost of products to consumers. The Secretary of Health and Human Services has so far declined to approve a reimportation plan. Proponents of drug reimportation may attempt to pass legislation
that
would directly allow reimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price we receive for any products that we
may develop, including bempedoic acid, and adversely affect our future revenues and prospects for profitability.
The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of
off-label uses. If we are found to have improperly promoted off-label uses, we may become subject to significant liability.
The FDA and other regulatory agencies strictly regulate the promotional claims that may be made about prescription products, such as bempedoic
acid if approved. In particular, a product may not be promoted for uses that are not approved by the FDA or other regulatory agencies as reflected in the product's approved labeling. If we receive
marketing approval for bempedoic acid as a therapy for lowering LDL-C levels in "statin intolerant" patients with elevated LDL-C, the first indication we intend to pursue, physicians may nevertheless
prescribe bempedoic acid to their patients in a manner that is inconsistent with the approved label, potentially including as a therapy in addition to statins. If we are found to have promoted such
off-label uses, we may become subject to significant liability. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined
several companies from engaging in off-label promotion. The FDA has also requested that companies enter into consent decrees, corporate integrity agreements or permanent injunctions under which
specified promotional conduct is changed or curtailed. If we cannot successfully manage the promotion of bempedoic acid, if approved, we could become subject to significant liability, which would
materially adversely affect our business and financial condition.
Our market is subject to intense competition. If we are unable to compete effectively, our opportunity to
generate revenue from the sale of bempedoic acid, if approved, will be materially adversely affected.
The LDL-C lowering therapies market is highly competitive and dynamic and dominated by the sale of statin treatments, including the cheaper
generic versions of statins. We estimate that the total statin monotherapy and fixed combination market, including generic drugs, accounted for 69% of U.S. sales in the LDL-C lowering market in 2012.
Our success will depend, in part, on our ability to obtain a share of the market, initially, for patients who are "statin intolerant". Potential competitors in North America, Europe and elsewhere
include major pharmaceutical companies, specialty pharmaceutical companies, biotechnology firms, universities and other research institutions and government agencies. Other pharmaceutical companies
may develop LDL-C lowering therapies for "statin intolerant" patients that compete with bempedoic acid, if approved, that do not infringe the claims of our patents, pending patent applications or
other proprietary rights, which could materially adversely affect our business and results of operations. The FDA has also indicated to us that approval of other therapies that may be taken by "statin
intolerant" patients could have an impact on their review of an NDA we submit for bempedoic acid for our LDL-C lowering program in these patients.
LDL-C
lowering therapies currently on the market that would compete with bempedoic acid include the following:
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Branded statins and their cheaper generic versions;
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Cholesterol absorption inhibitors, such as Zetia® (ezetimibe), a monotherapy marketed by Merck & Co., and the cheaper
generic version;
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PCSK9 inhibitors such as Praluent® (alirocumab) and Repatha® (evolocumab), marketed by Sanofi/Regeneron and
Amgen Inc. respectively;
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Bile acid sequestrants such as Welchol® (colesevelam), marketed by Daiichi Sankyo Inc.;
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MTP inhibitors, such as JUXTAPID® (lomitapide), marketed by Novelion Therapeutics, Inc.;
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Apo B Anti-Sense therapy, such as KYNAMRO® (mipomersen), marketed by Kastle Therapeutics LLC;
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Combination therapies, such as Vytorin® (ezetimibe and simvastatin) and Liptruzet® (ezetimibe and atorvastatin),
marketed by Merck & Co., Inc.; and
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Other lipid-lowering monotherapies (including cheaper generic versions), such as Tricor® (fenofibrate) and Niaspan®
(niacin extended release), both of which are marketed by AbbVie, Inc.
Several
other pharmaceutical companies have other LDL-C lowering therapies in development that may be approved for marketing in the U.S. or outside of the U.S. Based on publicly
available information, we believe the current therapies in development that would compete with bempedoic acid include:
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PCSK9 inhibitors in development from Lilly, Roche, Kowa and The Medicines Company/Alnylam; and
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CETP inhibitors, such as anacetrapib and dalcetrapib, therapies, in Phase 3 clinical testing being developed by Merck and DalCor,
respectively.
Many
of our potential competitors have substantially greater financial, technical and human resources than we do and significantly greater experience discovering and developing drug
candidates, obtaining FDA and other marketing approvals of products and commercializing those products. Accordingly, our competitors may be more successful than we may be in obtaining FDA approval for
drugs and achieving widespread market acceptance. Our competitors' drugs may be more effective, or more effectively marketed and sold, than bempedoic acid, if approved, and may render bempedoic acid
obsolete or non-competitive before we can recover the expenses of developing and commercializing it. If approved, bempedoic acid may also compete with unapproved and off-label LDL-C lowering
treatments, and following the expiration of additional patents covering the LDL-C lowering market, we may also face additional competition from the entry of new generic drugs. We anticipate that we
will encounter intense and increasing competition as new drugs enter the market and advanced technologies become available.
We face potential product liability exposure, and, if claims are brought against us, we may incur substantial
liability.
The use of bempedoic acid in clinical studies and the sale of bempedoic acid, if approved, exposes us to the risk of product liability claims.
Product liability claims might be brought against us by patients, healthcare providers or others selling or otherwise coming into contact with bempedoic acid. For example, we may be sued if any
product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of
defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, including as a result of interactions with alcohol or other drugs, negligence, strict liability, and
a breach of warranties. Claims could also be asserted under state consumer protection acts. If we become subject to product liability claims and cannot successfully defend
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ourselves
against them, we could incur substantial liabilities. In addition, regardless of merit or eventual outcome, product liability claims may result in, among other
things:
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withdrawal of patients from our clinical studies;
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substantial monetary awards to patients or other claimants;
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decreased demand for bempedoic acid or any future product candidates following marketing approval, if obtained;
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damage to our reputation and exposure to adverse publicity;
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increased FDA warnings on product labels;
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litigation costs;
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distraction of management's attention from our primary business;
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loss of revenue; and
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the inability to successfully commercialize bempedoic acid or any future product candidates, if approved.
We
maintain product liability insurance coverage for our clinical studies with a $10.0 million annual aggregate coverage limit. Nevertheless, our insurance coverage may be
insufficient to reimburse us for any expenses or losses we may suffer. Moreover, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to
protect us against losses, including if insurance coverage becomes increasingly expensive. If and when we obtain marketing approval for bempedoic acid, we intend to expand our insurance coverage to
include the sale of commercial products; however, we may not be able to obtain this product liability insurance on commercially reasonable terms. Large judgments have been awarded in class action
lawsuits based on drugs that had unanticipated side effects. The cost of any product liability litigation or other proceedings, even if resolved in our favor, could be substantial, particularly in
light of the size of our business and financial resources. A product liability claim or series of claims brought against us could cause our stock price to decline and, if we are unsuccessful in
defending such a claim or claims and the resulting judgments exceed our insurance coverage, our financial condition, business and prospects could be materially adversely affected.
We are subject to healthcare laws and regulations, which could expose us to criminal sanctions, civil
penalties, contractual damages, reputational harm and diminished profits and future earnings.
Healthcare providers, physicians and others will play a primary role in the recommendation and prescription of bempedoic acid, if approved. Our
future arrangements with third-party payors will expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and
relationships through which we market, sell and distribute bempedoic acid, if we obtain marketing approval. Restrictions under applicable federal and state healthcare laws and regulations include the
following:
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The federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering,
receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or
service, for which payment may be made under federal healthcare programs such as Medicare and Medicaid.
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The federal False Claims Act imposes criminal and civil penalties, including those from civil whistleblower or qui tam actions, against
individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or
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Ensuring
that our future business arrangements with third parties comply with applicable healthcare laws and regulations could be costly. It is possible that governmental authorities
will conclude that our business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our
operations, including anticipated activities to be conducted by our sales team, were found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be
subject to significant civil, criminal and administrative penalties, damages, fines and exclusion from government funded healthcare programs, such as Medicare and Medicaid, any of which could
substantially disrupt our operations. If any of the physicians or other providers or entities with whom we expect to do business is found not to be in compliance with applicable laws, they may be
subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.
Our internal computer systems, or those of our third-party clinical research organizations or other
contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our bempedoic acid development programs.
Despite the implementation of security measures, our internal computer systems and those of our third-party clinical research organizations and
other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failures. While we have
not experienced any such system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our
programs. For example, the loss of clinical study data for bempedoic acid could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the
data. To the extent that any disruption or security breach results in a loss of or damage to our data or applications or other data or applications relating to our technology or product candidates, or
inappropriate disclosure of confidential or proprietary information, we could incur liabilities and the further development of bempedoic acid could be delayed.
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Our credit facility imposes significant restrictions on our business, and if we default on our obligations,
our lender would have a right to foreclose on substantially all our assets.
In June 2014, we entered into a loan and security agreement, or loan agreement, with Oxford Finance LLC, or Oxford, pursuant to which,
subject to the conditions to borrowing thereunder, we borrowed an aggregate principal amount of $5.0 million. The loans are secured by a lien on substantially all of our assets excluding
intellectual property.
We
could in the future incur additional indebtedness beyond amounts currently outstanding under our loan agreement with Oxford. Our debt combined with our other financial obligations and
contractual commitments could have significant adverse consequences, including:
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requiring us to dedicate a substantial portion of cash flow from operations to the payment of interest on, and principal of, our debt, which
will reduce the amounts available to fund working capital, capital expenditures, product development efforts and other general corporate purposes;
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increasing our vulnerability to adverse changes in general economic, industry and market conditions;
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
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placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.
Additionally,
with certain exceptions, the loan agreement prohibits us from:
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making any material dispositions of our assets, except for permitted dispositions;
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making any changes in our business, management, ownership, or business locations;
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entering into any merger or consolidation without Oxford's consent;
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acquiring or making investments in any other person other than permitted investments;
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incurring any indebtedness, other than permitted indebtedness;
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granting or permitting liens against our assets, other than permitted liens;
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declaring or paying any dividends or making any other distributions; or
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entering into any material transaction with any affiliate, other than in the ordinary course of business.
We
intend to satisfy our current and future debt service obligations with our cash and cash equivalents and short-term investments and funds from external sources. However, we may not
have sufficient funds or may be unable to arrange for additional financing to pay the amounts due under our existing debt. Funds from external sources may not be available on acceptable terms, if at
all. In addition, a failure to comply with the covenants under our debt instruments could result in an event of default under those instruments. In the event of an acceleration of amounts due under
our debt instruments as a result of an event of default, we may not have sufficient funds and may be unable to arrange for additional financing to repay our indebtedness, and our lender could seek to
enforce security interests in the collateral securing such indebtedness. In addition, the covenants under our debt instruments and the pledge of our assets as collateral limit our ability to obtain
additional debt financing.
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Risks Related to our Intellectual Property
If we are unable to adequately protect our proprietary technology or maintain issued patents which are
sufficient to protect bempedoic acid, others could compete against us more directly, which would have a material adverse impact on our business, results of operations, financial condition and
prospects.
Our commercial success will depend in part on our success obtaining and maintaining issued patents and other intellectual property rights in the
United States and elsewhere and protecting our proprietary technology. If we do not adequately protect our intellectual property and proprietary technology, competitors may be able to use our
technologies and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability.
As
of December 31, 2016, our patent estate, including patents we own or license from third parties, on a worldwide basis, included approximately 25 issued United States patents
and four pending United States patent applications and 23 issued patents and 15 pending patent applications in other foreign jurisdictions. Of our worldwide patents and pending applications, only a
subset relates to our small molecule program which includes our lead product candidate, bempedoic acid. Bempedoic acid is claimed in U.S. Patent No. 7,335,799 that is scheduled to expire in
December 2025, which includes 711 days of patent term adjustment, and may be eligible for a patent term extension period of up to five years. U.S. Patent Nos. 9,000,041 and 8,497,301
claim methods of treatment using bempedoic acid. We also have a pending U.S. patent application directed to bempedoic acid. There are currently three issued patents and four pending application in
countries outside the United States that relate to bempedoic acid.
A
subset of this portfolio relates to our planned fixed dose combination of bempedoic acid and ezetimibe and bempedoic acid and one or more statins. We have one pending application
outside the United States claiming methods of treatment using a fixed dose combination of bempedoic acid and ezetimibe. We have one pending application outside the United States claiming methods of
treatment using a fixed dose combination of bempedoic acid and one or more statins.
We
may not have identified all patents, published applications or published literature that affect our business either by blocking our ability to commercialize our drug candidates, by
preventing the patentability of one or more aspects of our drug candidates to us or our licensors or co-owners, or by covering the same or similar technologies that may affect our ability to market
our drug candidates. For example, we (or the licensor of a drug candidate to us) may not have conducted a patent clearance search to identify potentially obstructing third party patents. Moreover,
patent applications in the
United States are maintained in confidence for up to 18 months after their filing. In some cases, however, patent applications remain confidential in the U.S. Patent and Trademark Office, or
the U.S. PTO, for the entire time prior to issuance as a U.S. patent. Patent applications filed in countries outside of the United States are not typically published until at least
18 months from their first filing date. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries. We cannot be certain that we or our
licensors or co-owners were the first to invent, or the first to file, patent applications covering our drug candidates. We also may not know if our competitors filed patent applications for
technology covered by our pending applications or if we were the first to invent the technology that is the subject of our patent applications. Competitors may have filed patent applications or
received patents and may obtain additional patents and proprietary rights that block or compete with our patents.
Others
may have filed patent applications or received patents that conflict with patents or patent applications that we own, have filed or have licensed, either by claiming the same
methods, compounds or uses or by claiming methods, compounds or uses that could dominate those owned by or licensed to us. In addition, we may not be aware of all patents or patent applications that
may affect our ability to make, use or sell any of our drug candidates. Any conflicts resulting from third-party patent applications and patents could affect our ability to obtain the necessary patent
protection for our
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products
or processes. If other companies or entities obtain patents with conflicting claims, we may be required to obtain licenses to these patents or to develop or obtain alternative technology. We
may not be able to obtain any such licenses on acceptable terms or at all. Any failure to obtain such licenses could delay or prevent us from using discovery-related technology to pursue the
development or commercialization of our drug candidates, which would adversely affect our business.
We
cannot assure you that any of our patents have, or that any of our pending patent applications will mature into issued patents that will include, claims with a scope sufficient to
protect bempedoic acid or any other product candidates. Others have developed technologies that may be related or competitive to our approach, and may have filed or may file patent applications and
may have received or may receive patents that may overlap or conflict with our patent applications, either by claiming the same methods or formulations or by claiming subject matter that could
dominate our patent position. The patent positions of biotechnology and pharmaceutical companies, including our patent position, involve complex legal and factual questions, and, therefore, the
issuance, scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated, or
circumvented. U.S. patents and patent applications may also be subject to interference proceedings, ex parte reexamination, inter partes review and post-grant review proceedings, supplemental
examination and may be challenged in district court. Patents granted in certain other countries may be subjected to opposition or comparable proceedings lodged in various national and regional patent
offices. These proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent
application. In addition, such interference, re-examination, opposition, post-grant review, inter partes review, supplemental examination or revocation proceedings may be
costly. Thus, any patents that we may own or exclusively license may not provide any protection against competitors. Furthermore, an adverse decision in an interference proceeding can result in a
third-party receiving the patent right sought by us, which in turn could affect our ability to develop, market or otherwise commercialize bempedoic acid.
Furthermore,
the issuance of a patent, while presumed valid and enforceable, is not conclusive as to its validity or its enforceability and it may not provide us with adequate
proprietary protection or competitive advantages against competitors with similar products. Competitors may also be able to design around our patents. Other parties may develop and obtain patent
protection for more effective technologies, designs or methods. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, vendors,
former employees and current employees. The laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and we may encounter significant
problems in protecting our proprietary rights in these countries. If these developments were to occur, they could have a material adverse effect on our sales.
Our
ability to enforce our patent rights depends on our ability to detect infringement. It is difficult to detect infringers who do not advertise the components that are used in their
products. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor's or potential competitor's product. Any litigation to enforce or defend our patent rights, if
any, even if we were to prevail, could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations. We may not prevail in any lawsuits
that we initiate and the damages or other remedies awarded if we were to prevail may not be commercially meaningful.
In
addition, proceedings to enforce or defend our patents could put our patents at risk of being invalidated, held unenforceable, or interpreted narrowly. Such proceedings could also
provoke third parties to assert claims against us, including that some or all of the claims in one or more of our patents are invalid or otherwise unenforceable. If, in any proceeding, a court
invalidated or found unenforceable our patents covering bempedoic acid, our financial position and results of operations would be materially and adversely impacted. In addition, if a court found that
valid, enforceable patents
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held
by third parties covered bempedoic acid, our financial position and results of operations would also be materially and adversely impacted.
The
degree of future protection for our proprietary rights is uncertain, and we cannot ensure that:
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any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect bempedoic
acid;
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-
any of our pending patent applications will result in issued patents;
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we will be able to successfully commercialize bempedoic acid, if approved, before our relevant patents expire;
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we were the first to make the inventions covered by each of our patents and pending patent applications;
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we were the first to file patent applications for these inventions;
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others will not develop similar or alternative technologies that do not infringe our patents;
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any of our patents will be valid and enforceable;
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any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any
competitive advantages or will not be challenged by third parties;
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we will develop additional proprietary technologies or product candidates that are separately patentable; or
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that our commercial activities or products, or those of our licensors, will not infringe upon the patents of others.
We
rely upon unpatented trade secrets, unpatented know-how and continuing technological innovation to develop and maintain our competitive position, which we seek to protect, in part, by
confidentiality agreements with our employees and our collaborators and consultants. We also have agreements with our employees and selected consultants that obligate them to assign their inventions
to us. It is possible that technology relevant to our business will be independently developed by a person that is not a party to such an agreement. Furthermore, if the employees and consultants who
are parties to these agreements breach or violate the terms of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets through such
breaches or violations. Further, our trade secrets could otherwise become known or be independently discovered by our competitors.
If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the
value of our technology and products could be significantly diminished.
We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or
obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers,
contract manufacturers, vendors and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information
and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, we cannot guarantee that we have executed these agreements with each party that
may have or have had access to our trade secrets.
Moreover,
because we acquired certain rights to our lead product candidate from Pfizer, we must rely on Pfizer's practices, and those of its predecessors, with regard to parties that may
have had access to our trade secrets related thereto before our incorporation. Any party with whom we or they have
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executed
such an agreement may breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and
outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no
right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or
independently developed by a competitor or other third-party, our competitive position would be harmed.
We may infringe the intellectual property rights of others, which may prevent or delay our product
development efforts and stop us from commercializing or increase the costs of commercializing bempedoic acid, if approved.
Our success will depend in part on our ability to operate without infringing the intellectual property and proprietary rights of third parties.
We cannot assure you that our business, products and methods do not or will not infringe the patents or other intellectual property rights of third parties.
The
pharmaceutical industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may allege that bempedoic acid or the use of
our technologies infringes patent claims or other intellectual property rights held by them or that we are employing their proprietary technology without authorization. Patent and other types of
intellectual property litigation can involve complex factual and legal questions, and their outcome is uncertain. Any claim relating to intellectual property infringement that is successfully asserted
against us may require us to pay substantial damages, including treble damages and attorney's fees if we are found to be willfully infringing another party's patents, for past use of the asserted
intellectual property and royalties and other consideration going forward if we are forced to take a license. In addition, if any such claim were successfully asserted against us and we could not
obtain such a license, we may be forced to stop or delay developing, manufacturing, selling or otherwise commercializing bempedoic acid.
Even
if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these proceedings, which could have a material adverse
effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court,
or redesign our products. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, intellectual property
litigation or claims could force us to do one or more of the following:
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cease developing, selling or otherwise commercializing bempedoic acid;
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pay substantial damages for past use of the asserted intellectual property;
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obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all; and
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redesign, or rename in the case of trademark claims, bempedoic acid to avoid infringing the intellectual property rights of third parties,
which may not be possible and, even if possible, could be costly and time-consuming.
Any
of these risks coming to fruition could have a material adverse effect on our business, results of operations, financial condition and prospects.
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Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to
protect our products.
The United States has enacted and is currently implementing the America Invents Act of 2011, wide-ranging patent reform legislation. The United
States Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in
certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of
patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the U.S. PTO, the laws and regulations governing patents could change in unpredictable ways that would
weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document
submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
The U.S. PTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other
provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent
rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case.
We could become dependent on licensed intellectual property. If we were to lose our rights to licensed
intellectual property, we may not be able to continue developing or commercializing bempedoic acid or other product candidates, if approved.
In the future, we may enter into license(s) to third-party intellectual property that are necessary or useful to our business. Such license
agreement(s) will likely impose various obligations upon us, and our licensor(s) have or may have the right to terminate the license thereunder in the event of a material breach or, in some cases, at
will. Future licensor(s) may allege that we have breached our license agreement with them or decide to terminate our license at will, and accordingly seek to terminate our license. If successful, this
could result in our loss of the right to use the licensed intellectual property, which could materially adversely affect our ability to develop and commercialize a product candidate or product, if
approved, as well as harm our competitive business position and our business prospects.
We do not seek to protect our intellectual property rights in all jurisdictions throughout the world and we
may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Filing, prosecuting and defending patents on product candidates in all countries and jurisdictions throughout the world would be prohibitively
expensive, and our intellectual property rights in some countries outside the United States could be less extensive than those in the United States. In addition, the laws of some foreign countries do
not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in
all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in
jurisdictions where we have not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but
enforcement is not as strong as that in the United States. These products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to
prevent them from competing.
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Many
companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries,
particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to emerging pharmaceuticals, which could make
it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign
jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly,
could put our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other
remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial
advantage from the intellectual property that we develop or license.
We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed
alleged trade secrets of their former employers.
Our employees have been previously employed at other biotechnology or pharmaceutical companies, including our competitors or potential
competitors. Although we are not aware of any claims currently pending against us, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade
secrets or other proprietary information of the former employers of our employees. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these
claims, litigation could result in substantial costs and be a distraction to management. If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual
property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to commercialize bempedoic acid, which would materially adversely affect our commercial
development efforts.
Risks Related to our Dependence on Third Parties
We will be unable to directly control all aspects of our clinical studies due to our reliance on CROs and
other third parties that assist us in conducting clinical studies.
We relied on CROs in our prior clinical studies, and will continue to rely on CROs to conduct our ongoing Phase 3 clinical studies and
CVOT for bempedoic acid, as well as any clinical studies we may undertake to develop BA + EZ. As a result, we will have less direct control over the conduct, timing and completion of
these clinical studies and the management of data developed through the clinical studies than would be the case if we were relying entirely upon our own staff. Communicating with outside parties can
also be challenging, potentially leading to mistakes as well as difficulties in coordinating activities. Outside parties may:
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have staffing difficulties;
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fail to comply with contractual obligations;
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experience regulatory compliance issues;
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undergo changes in priorities or become financially distressed; or
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form relationships with other entities, some of which may be our competitors.
These
factors may materially adversely affect the willingness or ability of third parties to conduct our clinical studies and may subject us to unexpected cost increases that are beyond
our control.
Moreover,
the FDA requires us to comply with standards, commonly referred to as Good Clinical Practices, for conducting, recording, and reporting the results of clinical studies to
assure that data and
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reported
results are credible and accurate and that the rights, integrity and confidentiality of clinical study participants are protected. Our reliance on third parties that we do not control does
not relieve us of these responsibilities and requirements.
Problems
with the timeliness or quality of the work of any CRO may lead us to seek to terminate our relationship with any such CRO and use an alternative service provider. Making this
change may be costly and may delay our clinical studies, and contractual restrictions may make such a change difficult or impossible to effect. If we must replace any CRO that is conducting our
clinical studies, our clinical studies may have to be suspended until we find another CRO that offers comparable services. The time that it takes us to find alternative organizations may cause a delay
in the commercialization of bempedoic acid or may cause us to incur significant expenses to replicate data that may be lost.
Although we do not believe that any CRO on which we may rely will offer services that are not available elsewhere, it may be difficult to find a replacement organization that can conduct our clinical
studies in an acceptable manner and at an acceptable cost. Any delay in or inability to complete our clinical studies could significantly compromise our ability to secure regulatory approval of
bempedoic acid and preclude our ability to commercialize bempedoic acid, thereby limiting or preventing our ability to generate revenue from its sales.
We rely completely on third-party suppliers to manufacture our clinical drug supplies for bempedoic acid, and
we intend to rely on third parties to produce commercial supplies of bempedoic acid and preclinical, clinical and commercial supplies of any future product candidate.
We do not currently have, nor do we plan to acquire, the infrastructure or capability to internally manufacture our clinical drug supply of
bempedoic acid, or any future product candidates, for use in the conduct of our preclinical studies and clinical studies, and we lack the internal resources and the capability to manufacture any
product candidates on a clinical or commercial scale. In addition, we have no control over the production of ezetimibe for our BA + EZ product candidate. The facilities used by our
contract manufacturers to manufacture the active pharmaceutical ingredient and final drug for bempedoic acid, or any future product candidates, must be approved by the FDA and other comparable foreign
regulatory agencies pursuant to inspections that would be conducted after we submit our NDA or relevant foreign regulatory submission to the applicable regulatory agency.
We
do not control the manufacturing process of, and are completely dependent on, our contract manufacturers to comply with current Good Manufacturing Practices for manufacture of both
active drug substances and finished drug products. If our contract manufacturers cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of
the FDA or applicable foreign regulatory agencies, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, we have no direct control over
our contract manufacturers' ability to maintain adequate quality control, quality assurance and qualified personnel. Furthermore, all of our contract manufacturers are engaged with other companies to
supply and/or manufacture materials or products for such companies, which exposes our manufacturers to regulatory risks for the production of such materials and products. As a result, failure to
satisfy the regulatory requirements for the production of those materials and products may affect the regulatory clearance of our contract manufacturers' facilities generally. If the FDA or a
comparable foreign regulatory agency does not approve these facilities for the manufacture of our product candidates or if it withdraws its approval in the future, we may need to find alternative
manufacturing facilities, which would adversely impact our ability to develop, obtain regulatory approval for or market our product candidates.
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If we do not establish successful collaborations, we may have to alter our development and commercialization
plans for bempedoic acid.
Our drug development programs and commercialization plans for bempedoic acid will require substantial additional cash to fund expenses. We may
develop and initially commercialize bempedoic acid in the United States without a partner. However, in order to pursue the broader statin resistant market in the United States, we may also enter into
a partnership or co-promotion arrangement with an established pharmaceutical company that has a larger sales force and we may enter into collaborative arrangements to develop and commercialize
bempedoic acid outside of the United States. We will face significant competition in seeking appropriate collaborators and these collaboration agreements are complex and time-consuming to negotiate.
We may not be able to negotiate collaborations on acceptable terms, or at all. If that were to occur, we may have to curtail the development or delay commercialization of bempedoic acid in certain
geographies, reduce the scope of our sales or marketing activities, reduce the scope of our commercialization plans, or increase our expenditures and undertake development or commercialization
activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities outside of the United States on our own, we may need to obtain additional
capital, which may not be available to us on acceptable terms, or at all.
If a collaborative partner terminates or fails to perform its obligations under an agreement with us, the
commercialization of bempedoic acid could be delayed or terminated.
We are not currently party to any collaborative arrangements for the commercialization of bempedoic acid or similar arrangements, although we
may pursue such arrangements before any commercialization of bempedoic acid outside of the United States or to further commercialize bempedoic acid in the broader statin resistant market in the United
States, if approved. If we are successful in entering into collaborative arrangements for the commercialization of bempedoic acid or similar arrangements and any of our collaborative partners does not
devote sufficient time and resources to a collaboration arrangement with us, we may not realize the potential commercial benefits of the arrangement, and our results of operations may be materially
adversely affected. In addition, if any such future collaboration partner were to breach or terminate its arrangements with us, the commercialization of bempedoic acid could be delayed, curtailed or
terminated because we may not have sufficient financial resources or capabilities to continue commercialization of bempedoic acid on our own in such locations.
Much
of the potential revenue from future collaborations may consist of contingent payments, such as payments for achieving regulatory milestones or royalties payable on sales of drugs.
The milestone and royalty revenue that we may receive under these collaborations will depend upon our collaborators' ability to successfully develop, introduce, market and sell new products. In
addition, collaborators may decide to enter into arrangements with third parties to commercialize products developed under collaborations using our technologies, which could reduce the milestone and
royalty revenue that we
may receive, if any. Future collaboration partners may fail to develop or effectively commercialize products using our products or technologies because they:
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decide not to devote the necessary resources due to internal constraints, such as limited personnel with the requisite expertise, limited cash
resources or specialized equipment limitations, or the belief that other drug development programs may have a higher likelihood of obtaining marketing approval or may potentially generate a greater
return on investment;
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decide to pursue other technologies or develop other product candidates, either on their own or in collaboration with others, including our
competitors, to treat the same diseases targeted by our own collaborative programs;
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do not have sufficient resources necessary to carry the product candidate through clinical development, marketing approval and
commercialization; or
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cannot obtain the necessary marketing approvals.
Competition
may negatively impact a partner's focus on and commitment to bempedoic acid and, as a result, could delay or otherwise negatively affect the commercialization of bempedoic
acid outside of the United States or in the broader statin resistant market in the United States. If future collaboration partners fail to develop or effectively commercialize bempedoic acid for any
of these reasons, our sales of bempedoic acid, if approved, may be limited, which would have a material adverse effect on our operating results and financial condition.
Risks Related to General Business, Employee Matters and Managing Growth
We will need to develop and expand our company, and we may encounter difficulties in managing this
development and expansion, which could disrupt our operations.
We expect that we will continue to increase our workforce and the scope of our operations. To manage our anticipated development and expansion,
we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Also, our
management may need to divert a disproportionate amount of its attention away from its day-to-day activities and devote a substantial amount of time to managing these development activities. Due to
our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. This may result in weaknesses in our
infrastructure; or give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of our operations may
lead to significant costs and may divert financial resources from other projects, such as the development of bempedoic acid. If our management is unable to effectively manage our expected development
and expansion, our expenses may increase more than anticipated, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future
financial performance and our ability to commercialize bempedoic acid, if approved, and compete effectively will depend, in part, on our ability to effectively manage the future development and
expansion of our company.
Our future success depends on our ability to retain members of our senior management team, and to attract,
retain and motivate qualified personnel.
We are highly dependent on members of our senior management team. We have entered into employment agreements with these individuals, but any
employee may terminate his or her employment with us. Although we do not have any reason to believe that we will lose the services of these individuals in the foreseeable future, the loss of the
services of these individuals might impede the achievement of our research, development and commercialization objectives. We rely on consultants and advisors, including scientific and clinical
advisors, to assist us in formulating our development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting
or advisory contracts with other entities that may limit their availability to us. Recruiting and retaining qualified scientific personnel and sales and marketing personnel will also be critical to
our success. We may not be able to attract and retain these personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology
companies for similar personnel. We also experience competition for the hiring of scientific personnel from universities and research institutions. Failure to succeed in clinical studies may make it
more challenging to recruit and retain qualified scientific personnel.
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Our company lacks experience commercializing products, which may have a material adverse effect on our
business.
We will need to transition from a company with a development focus to a company capable of supporting commercial activities. We may be
unsuccessful in making such a transition. Our company has never filed an NDA and has not yet demonstrated an ability to obtain marketing approval for or commercialize a product candidate. Therefore,
our clinical development and regulatory approval process may involve more inherent risk, take longer, and cost more than it would if we were a company with a more significant operating history and had
experience obtaining marketing approval for and commercializing a product candidate.
Our employees may engage in misconduct or other improper activities, including violating applicable
regulatory standards and requirements or engaging in insider trading, which could significantly harm our business.
We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with the
regulations of the FDA and applicable non-U.S. regulators, provide accurate information to the FDA and applicable non-U.S. regulators, comply with healthcare fraud and abuse laws and regulations in
the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare
industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a
wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of,
including trading on, information obtained in the course of clinical studies, which could result in regulatory sanctions and serious harm to our reputation. We have adopted a code of conduct, but it
is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may be ineffective in controlling unknown or unmanaged risks or losses
or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and
we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
In order to satisfy our obligations as a publicly traded company, we may need to hire qualified accounting
and financial personnel with appropriate public company experience.
As a relatively new public company, we need to establish and maintain effective disclosure and financial controls and our corporate governance
practices that we adopted in connection with our initial public offering. We may need to hire additional accounting and financial personnel with appropriate public company experience and technical
accounting knowledge, and it may be difficult to recruit and maintain such personnel. Even if we are able to hire appropriate personnel, our existing operating expenses and operations will be impacted
by the direct costs of their employment and the indirect consequences related to the diversion of management resources from product development efforts.
Risks Related to our Financial Position and Capital Requirements
We have not generated any revenue from bempedoic acid and may never be profitable.
Our ability to become profitable depends upon our ability to generate revenue. To date, we have not generated any revenue from our lead product
candidate, bempedoic acid, and we do not know when, or if, we will generate any revenue. We do not expect to generate significant revenue unless and
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until
we obtain marketing approval of, and begin to sell, bempedoic acid. Our ability to generate revenue depends on a number of factors, including, but not limited to, our ability
to:
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successfully complete our CLEAR Outcomes CVOT;
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successfully complete our global pivotal Phase 3 LDL-C lowering program;
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initiate and successfully complete all safety studies required to obtain U.S. and foreign marketing approval for bempedoic acid as a treatment
for "statin intolerant" patients for LDL-C lowering or CV risk reduction;
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commercialize bempedoic acid, if approved, by developing a sales force or entering into collaborations with third parties; and
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achieve market acceptance of bempedoic acid in the medical community and with third-party payors.
Absent
our entering into a collaboration or partnership agreement, we expect to incur significant sales and marketing costs as we prepare to commercialize bempedoic acid. Even if we
initiate and successfully complete our clinical program of bempedoic acid and achieve all clinical endpoints and bempedoic acid is approved for commercial sale, and despite expending these costs,
bempedoic acid may not be a commercially successful drug. We may not achieve profitability soon after generating product sales, if ever. If we are unable to generate product revenue, we will not
become profitable and may be unable to continue operations without continued funding.
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or
require us to relinquish rights.
We may seek additional capital through a combination of private and public equity offerings, debt financings, royalty-based financings,
collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock,
your ownership interest in our company will be diluted. In addition, the terms of any such securities may include liquidation or other preferences that materially adversely affect your rights as a
stockholder. Debt financing, if available, would increase our fixed payment obligations. Debt or royalty-based financings may involve agreements that include covenants limiting or restricting our
ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic partnerships and
licensing arrangements with third parties, we may have to relinquish valuable rights to bempedoic acid, our intellectual property, future revenue streams or grant licenses on terms that are not
favorable to us.
Our ability to use our net operating loss carryforwards may be subject to limitation.
At December 31, 2016, we had United States federal net operating loss carryforwards of approximately $196.4 million and state net
operating loss carryforwards of approximately $18.1 million. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an
"ownership change," the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income
may be limited. In general, an "ownership change" will occur if there is a cumulative change in our ownership by "5-percent shareholders" that exceeds 50 percentage points over a rolling
three-year period. Similar rules may apply under state tax laws. As a
result of prior equity issuances and other transactions in our stock, we have previously experienced "ownership changes" under section 382 of the Code and comparable state tax laws. We may also
experience ownership changes in the future as a result of future transactions in our stock. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss
carryforwards or other
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pre-change
tax attributes to offset United States federal and state taxable income is subject to limitations.
Complying with public company reporting and other obligations may strain our financial and managerial
resources. Additionally, we are obligated to develop and maintain proper and effective internal control over financial reporting, but we may not complete our analysis of our internal control over
financial reporting in a timely manner or these internal controls may not be determined to be effective, either of which may harm investor confidence in us and the value of our common stock.
As a public company, we are required to comply with applicable provisions of the Sarbanes-Oxley Act of 2002, as well as other rules and
regulations promulgated by the SEC and the NASDAQ Stock Market LLC, or NASDAQ, which results in significant initial and continuing legal, accounting, administrative and other costs and
expenses. The listing requirements of The NASDAQ Global Market require that we satisfy certain corporate governance requirements relating to director independence, distributing annual and interim
reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest and a code of conduct. Our management and other personnel need to devote a substantial amount of time to
ensure that we comply with all of these requirements.
We
are subject to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, and the related rules of the SEC that generally require our management and independent
registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Section 404 requires an annual management assessment, as well as an opinion
from our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting.
We
are in the costly and challenging process of evaluating and testing our internal controls for the purpose of providing the reports required by these rules. We may not be able to
complete our evaluation, testing and any required remediation in a timely fashion. During the course of our review and testing, we may identify deficiencies and be unable to remediate them before we
must provide the required reports. Furthermore, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements
may be materially misstated. We or our independent registered public accounting firm may not be able to conclude on an
ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and
cause the trading price of our stock to fall. In addition, we are required to timely file accurate quarterly and annual reports with the SEC under the Securities Exchange Act of 1934, or the Exchange
Act, as amended. In order to report our results of operations and financial statements on an accurate and timely basis, we depend on CROs to provide timely and accurate notice of their costs to us.
Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from The NASDAQ Global Market or other adverse consequences
that would materially harm our business.
Risks Related to the Securities Markets and Investment in our Common Stock
Our principal stockholders and management own a significant percentage of our stock and will be able to exert
significant control over matters subject to stockholder approval.
At December 31, 2016, our executive officers, directors and entities affiliated with certain of our directors beneficially owned
approximately 32.2% of our outstanding voting common stock. These stockholders have the ability to influence us through their ownership position. These stockholders may be able to determine the
outcome of all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any
merger, sale of assets, or other major corporate transaction. This may
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prevent
or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders.
Sales of a substantial number of shares of our common stock in the public market by our existing stockholders
could cause our stock price to decline.
At December 31, 2016, certain holders of shares of our common stock held approximately 7.3 million shares of our common stock.
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair
our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.
Market volatility may affect our stock price and the value of your investment.
The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including,
among others:
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plans for, progress of or results from clinical efficacy or safety studies of bempedoic acid;
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guidance from or communications with the FDA regarding our ongoing or planned clinical studies of bempedoic acid;
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the failure of or delay by of the FDA to approve bempedoic acid in our desired or expected target indications or at all;
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announcements of new products, technologies, commercial relationships, acquisitions or other events by us or our competitors;
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the success or failure of other LDL-C lowering therapies;
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regulatory or legal developments in the United States and other countries;
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failure of bempedoic acid, if approved, to achieve commercial success;
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fluctuations in stock market prices and trading volumes of similar companies;
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general market conditions and overall fluctuations in U.S. equity markets;
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variations in our quarterly operating results;
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changes in our financial guidance or securities analysts' estimates of our financial performance;
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changes in accounting principles;
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our ability to raise additional capital and the terms on which we can raise it;
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sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;
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additions or departures of key personnel;
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discussion of us or our stock price by the press and by online investor communities; and
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other risks and uncertainties described in these risk factors.
As
a result, you may not be able to sell your shares of common stock at or above the price at which you purchase them.
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We may be at an increased risk of securities class action litigation.
Historically, securities class action litigation has often been brought against a company following a decline in the market price of its
securities. This risk is especially relevant for us because biotechnology and pharmaceutical companies have experienced significant stock price volatility in recent years. For example, as described
further in Part I, Item 3Legal Proceedings, a purported securities class action lawsuit was filed in January 2016 naming us and certain of our officers as defendants. In
December 2016, the court granted our motion to dismiss with prejudice and entered judgement in our favor. In January 2017, the plaintiffs in this lawsuit filed a motion to alter or amend the
judgement. Additionally, in December 2016, a purported derivative action was filed in Delaware against certain of our directors and officers. Any lawsuit to which we or our directors or officers are a
party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial
damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Any of these results could adversely affect our business. In addition, defending claims is costly
and can impose a significant burden on our management. This proceeding and any others in which we may become involved could result in substantial costs and a diversion of management's attention and
resources, which could harm our business.
If securities or industry analysts cease publishing research or reports or publish misleading, inaccurate or
unfavorable research about us, our business or our market, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that securities or industry analysts publish about us, our
business, our market or our competitors. We only recently started receiving research coverage by securities and industry analysts. If one or more of the industry analysts who covers us downgrades our
stock or publishes inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, our stock price would likely decline. If one or
more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us,
even one that may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Provisions in our certificate of incorporation and bylaws may delay or prevent an acquisition of us or a change in our management. These
provisions include a classified board of directors, a prohibition on actions by written consent of our stockholders and the ability of our board
of directors to issue preferred stock without stockholder approval. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware
General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively
provide for an opportunity to obtain greater value for stockholders by requiring potential acquirors to negotiate with our board of directors, they would apply even if an offer rejected by our board
were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more
difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
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We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on
your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividend on our common stock and do not currently intend to do so in the foreseeable future. We
currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable
future. Therefore, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will
appreciate in value or even maintain the price at which you purchased them. Additionally, our ability to pay dividends on our common stock is limited by restrictions under the terms of our Credit
Facility with Oxford Finance LLC.