<PAGE>
Filed by Monsanto Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Monsanto Company
Commission File No. 001-02516
PHARMACIA CORPORATION
A First Tier Pharma Competitor
with a First Tier Growth Rate
Pharmacia & Upjohn Monsanto
1
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP.
o Robust revenue and earnings growth
o Proven management with merger integration skills
o Meaningfully strenghtened pharmaceutical platform
- 7+ potential blockbusters
o Manageable Ag risk with upside potential
o Significant multiple expansion potential
o Top-rated pipeline
[Chart: horizontal axis indicates "2000 Revenue" and "2000 EBIT".
The chart indicates the following information: "Earnings Driven by
Pharma Business and Limited Downside Risk in Ag Subsidiary".
2000 Revenue 2000 EBIT
Ag 32% 27%
Pharma 68% 73% ]
2
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Delivering on the P&U Promise: Accelerating the Vision
[x] Consistent double-digit EPS growth
[x] Industry standard freshness index
[x] Top quality management team; excellence
in execution
[x] Effective financial and management systems
DELIVERY BEYOND THE PROMISE!
[x] Double-digit SALES growth trend!
[Chart: horizontal axis has years listed with descriptions above
the years. The chart discloses the following information:
1997--"Year of Repair"; 1998--"Turnaround Year"; 1999--"Building Long-Term
Strength"; 2000 (with arrow point to the right) --"Creating a First
Tier Competitor--[Pharmacia Corporation Logo"]
3
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
The Growth Upgrade for P&U
[x] EPS CAGR jump from 13-15% [arrow pointing right] +20%
[x] Rx sales growth jump from high single/low double digits [arrow pointing
right] high double digits
[x] Cost avoidance/cost cutting adds to earnings
[x] Rx R&D pipeline jump from midsize [arrow pointing right] Top Tier
- Blockbusters
- Balance
- Depth
[graphic triangle pointed down]
P&U Jump to First Tier Capabilities - NOW!
The Growth Upgrade for Monsanto
[x] Uniquely maximizing the
Pharma opportunity
- First Tier Pharma management
- Global reach
- Scale brings cost efficiencies
[x] Unlock the Ag value via IPO and First Tier Management
- Dedicated and energized team
- Transparency and accountability
- Cost reduction
[x] Focus on bottom line performance
[x] Stronger financial base
[x] EPS accretion 25%+
4
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
The Growth Upgrade for PHARMACIA CORP. Shareholders
[x] First Tier management with track record of delivering
on promises
[x] First Tier Pharma sales growth rate
- First Tier Pharma freshness index
- First Tier expansion opportunity for blockbuster/
young products
- First Tier margin improvement opportunity
- First Tier exclusivity profile
[x] First Tier R&D pipeline
[x] Management-driven synergies
[x] First Tier operating margin: upside opportunity
[x] First Tier EPS growth story
[x] "Turbo-charged" Pharma --> expanding P/E multiple
5
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Pharma Sales Growth Rate
% Sales Growth 1999 - 2002
[Bar chart: horizontal axis has names of companies
and vertical axis has percentages. The graph discloses the
following information:
Company Percentage
PHARMACIA (1) 16-18%, but closer to 16%
American Home 16-18%, but closer to 16%
Schering-Plough Approximately 14%
Bristol-Myers Squibb 12-14%, but closer to 14%
Warner Lambert 12-14%, but closer to 12%
Pfizer 12-14%, but closer to 12%
Eli Lilly 10-12%, but closer to 10%
Merck 6-8%, but closer to 8%]
Source: Salomon Smith Barney Est.; (1) Mgmt. Est.
First Tier Pharma Freshness Index
2000E
[Bar chart: horizontal axis has names of companies and vertical
axis has percentages. The graph discloses the following
information:
Company Percentage
------- ----------
PHARMACIA (1) 39%
Pfizer 37%
Eli Lilly 36%
Bristol-Myers Squibb 19%
American Home Products 19%
Merck 17%
Schering-Plough 11% ]
Source: Deutsche Bank Research Est.; (1) Mgmt. Est.
6
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP. - First Tier Exclusivity Profile
[Horizontal bar graph: horizontal axis has numbers in increments of 10
from 0 to 60; vertical axis has $ in billions; each horizontal bar has a
name of a company written on it. The graph discloses the following
information:
Total $ at Risk % of Sales
Company ($ Billions)(2) at Risk (1)
------- ---------------- --------------
PHARMACIA 0.7 10 - 20%, but closer to 10%
Glaxo Wellcome 1.9 10 - 20%, but closer to 20%
Bristol Myers 1.9 20 - 30%, but closer to 20%
Roche 1.8 20 - 30%
Pfizer 2.4 20 - 30%
SB 2.0 20 - 30%, but closer to 30%
Schering-Plough 2.2 30 - 40%, but closer to 40%
Eli Lilly 2.8 30 - 40%, but closer to 40%
Merck 4.3 40 - 50%, but closer to 40%
Astra/Zeneca 6.0 50 - 60%, but closer to 60%]
(1) Percentage sales at risk of product patent expiration (99-03) compared to
total 98 Pharma sales
(2) Total sales $ at risk of product patent expiration (99-03)
Source IMS: SMR
Patent Expiration
[Note: The following appears in a box:]
PHARMACIA CORP.
Zyvox 2014
Celebrex 2013
Detrol 2012
Xalatan 2011
Camptosar 2007
7
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Blockbusters/Young Products Drive First Tier Rx Pharma
Growth (1999 - 2002)
[Vertical bar graph: horizontal axis lists "Key Products", "Other
Growth", "Decline" and "Total Growth"; top of each bar displays a
dollar amount in billions. The graph discloses the following
information:
(Rx CAGR 17%) Amount
Key Products (Celebrex,
Xalatan, Detrol, Vestra,
valdecoxib, Zyvox, parecoxib, $4.5
and Camptosar)
Other Growth $1.6
Decline (0.6)
Total Growth $5.5]
Immediate Engines of Growth
[Drug logos appear in left column of chart below:]
1999E Sales Potential Peak Sales
($ Millions) ($ Millions)
Camptosar $290 $500+
Xalatan $500 $1,000+
Detrol $325 $1,000+
Zyvox 2000 Launch $750+
Celebrex $1,500 $3,000+]
8
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[Xalatan Logo]
1999 Achievements
o Sales of $500+ million, 50%+ growth, #1 US and WW
o 1999 US Glaucoma market NRx +2%, Xalatan NRx +17%
o Very successful launch in Japan
Significant Added Potential
for Growth
o Superior Profile
- Xalatan vs. timolol
- Xalatan vs. Alphagan
- Xalatan vs. Rescula
o Xalatan Combo Product
- Filed in US: 12/99
- PRIORITY REVIEW
o $1 Billion
Xalatan Combo - Efficacy in Glaucoma
Study 004 P = 0.001
[Horizontal line graph: horizontal axis indicates "Week 2", "Week 13" and
"Week 26"; vertical axis indicates "Diurnal IOP (mmHg)". There is a
separate horizontal line for each of Combo, Xalatan, and timolol. The
graph discloses the following information (all numbers are approximate
and are in mmHg):
Week 0 Week 2 Week 13 Week 26
------ ------ ------- -------
Combo 21.5 19 19 19
Xalatan 22.5 21 21 20.5
timolol 22.5 21.5 21.5 21.5
[Pie Chart with word "XALATAN" written on lower half of chart with arrows
pointed to "Monotheraphy" and "Combination therapy", all included within the
same chart]
Glaucoma Market
9
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[Detrol Logo]
[Vertical bar graph entitled "Annual Sales"
o Sales of $325+ million
o #1 OAB product in the US and WW
o Japan filing 2001
horizontal axis indicates "1998 YTD" and "1999E YTD" for each of "US" "Europe"
and "Latin America". Above each bar is a number in dollars, and an
arrow indicating, by country or region, the % increase from "1998 YTD" to
"1999E YTD".
1998 YTD 1999E YTD %
-------- --------- ---
US $95 $256 169%
Europe $29 $ 64 121%
Latin America - $ 3 440%]
[Vertical bar graph entitled OAB TRXS - US (000)
o Q4 '99 Detrol NRx growth exceeds market
o Grow share
o Grow the market
horizontal axis lists "Jan 1988", "Jan 1999" and "Dec 1999", numbers are placed
above each bar, and a portion of each bar indicates what % of such bar
represents "Detrol Market Share", with the rest of the bar representing
"Competitive Products". The graph discloses the following information:
Date OAB TRXs-US (000) Detrol Market Share
---- ----------------- -------------------
Jan. 1998 358 0%
Jan. 1999 594 46.1%
Dec. 1999 856 46.4%]
Significant Added Potential for Growth
o New clinical efficacy data Q1 '00
o Searle co-promotion March 1
o Abbott-Alza co-promotion discontinued
o Detrol Once-daily filing Feb '00
10
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Antibiotic Market Worldwide
[Pie Chart entitled "Total Market = $22 Billion" - Sections titled "A/P 4%", "US
31%", "Japan 18%", "EU 26%", "LA 21%". Graphic Arrow points to smaller pie chart
entitled "US Gram + Antibiotic Market = $4 Billion" divided into two sections,
"Other 40%" and "Gram+ 60%"]
Source: IMS MAT 9/99
Zyvox Competitive Comparison
[Chart with horizontal axis indicating columns entitled "G+ Efficacy", "IV/Oral
Forms", "Tolerability", "Side Effects", and "PE Benefit", and vertical axis
indicating the name of a different drug on each row. Each cell has a circle
which is either colored green, yellow or red. Green is indicated as
"Superiority". The graph discloses the following information:
G+ IV/Oral Toler- Side PE
Efficacy Forms ability Effects Benefit
-------- ------- ------- ------- --------
[Zyvox logo] G G G Y G
Vancomycin [Generic] Y R G R R
Synercid [RPR] Y R Y Y R
Dapcin [Cubist] Y R G Y R
Ziracin [Schering] G R G R R
G=green; R=red; Y=yellow]
Zyvox - More Patients
Discharged in the First Week
[Vertical bar graph: horizontal axis indicates "Zyvox" and "Vancomycin", and
vertical axis indicates %. An arrow points toward a box that contains the words
"Cost Benefit Advantage" on the chart. The graph discloses the following
information:
Zyvox 31%
Vancomycin 12%
MRSA Trial (Clinical Evaluation)P<0.0.1]
11
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[Celebrex logo]
The Scorecard...Watch These!
Celebrex Vioxx %
-------- ----- ---
1999 Total Sales ($B) 1.5 0.5
4Q Global Sales Run Rate ($B) 2.0 1.0
TRx - 4Q (MMs) 5.6 3.0
NRx - 4Q (MMs) 2.8 1.9
Refill Ratio (YE99) 2.1 1.6
Days of Therapy TRx(YE99) 32.0 29.2
Value per NRx (YE99) $170 $115 +48%
Managed Care Lives 52.1 8.0
w/("Preferred" Status)(MMs)
Number of US Patients (MMs) 6.4 2.1
["Value per NRx (YE99)" row highlighted.]
Celebrex Benchmark - US Cumulative Sales
[Horizontal line graph - each line representing "Voltaren 08/88", "Celebrex
01/99", "Relafen 02/92", "Vioxx 05/99", "Arthrotec 01/98". At the end of the
Celebrex "01/99" and "Vioxx 05/99" lines is the date "11/99", horizontal axis
indicating months, vertical axis indicating "IMS Sales ($ Millions)". The graph
discloses the following information:
Months
------
3 6 9 12
----- ----- ----- ----
Voltaren $0 - $200 $0 - $200 approx $200 approx $200
08/88 (but closer
to $0)
Celebrex Approx $200 $400 - $800 - $1,000 -
01/99 $600 (but
closer to
$600)
Relafen 02/92 $0 - $200 approx $200 approx $200 approx $200
(but closer
to $0)
Vioxx 05/99 $0 - $200 approx $200 - -
Arthrotec $0 - $200 $0 - $200 approx $200 approx $200
01/98 (but closer
to $0)
IMS Retail and Provide Perspective - All Channels
Note: Month 1 for Sales may be different than for Prescription / Promotion
Voltaren includes Retail and Non-Federal Hospital Channels only]
12
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Celebrex Leadership
o Leading global arthritis drug established through record launches
o Most successful product launch ever in pharmaceutical history
o Lead Merck in virtually every performance metric
o Turbo charge with Pharma Corp. mgmt.
o Immediate European launch and rest of world roll-out will leverage
PHARMACIA CORP.'s combined muscle
o DTC and life cycle management strategies in place to augment leadership
position
o Continued scientific leadership of COX-2 franchise increasingly
apparent with 3rd entrant (Paracoxib) and 4th entrant (Valdecoxib) insight
Source: IMS, Franchise/GDT projections
Celebrex, Parecoxib, and Valdecoxib Expand Opportunity from $6 Billion to
$15 Billion
[Pie Chart, that indicates the following 1999 Forecasts:
1. Narcotics $2.2
Injectable (Duregesic, 9%
Oxycontin, Percocet,
Vicodin)
2. NSAIDS (Celebrex, Vioxx, $6.0
Relafen, Voltaren)
Injectable (keterolac) 5%
3. Analgesics (Tylenol, $6.0]
Tramal (Ultram), Toradol)
Injectable 5%
13
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Global Critical Mass with Balanced US Presence
1999E Pharmaceutical Geographic Presence (% of sales)
[bar charts summarizing "P&U", "Searle" and "PHARMACIA CORP. Global Balance,"
the combined company, presented as follows:
P&U
- ----------------------
North America 42%
Europe 36%
Latin America 5%
Japan 11%
Other 6%
Searle
- -----------------------
North America 75%
Europe 17%
Latin America 5%
Japan Not Specified
Other Not Specified
PHARMACIA Corp.
Global Balance
- --------------
North America 56%
Europe 28%
Latin America 4%
Japan 8%
Other 4%]
Source: Company estimates
14
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Leading Global Sales Force in Place to Launch Pipeline
Number of Sales Representatives
[horizontal bar chart depicting the number of sales representatives of the
following companies (each company has sales representatives from the "US",
"Key EU" and "Japan"):
# of Sales Reps
Aventis 9,490
Merck 8,710
Pfizer 8,270
PHARMACIA 7,250
Glaxo Wellcome 6,000
Novantis 5,700
The "PHARMACIA" row is boxed.
Notes: (1) U.K., Germany, France, Italy
Source: Europe - Strategic Reports, 1/99; US - Scott-Levin as of 12/99
15
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP. -
New Product Registration Submissions
[Timeline chart. The chart discloses the following information:
2000 2001 2002
---- ---- ----
o celecoxib o eplerenone (HTN) o ProGP (CA)
(CLASS and pain)
o parecoxib (pain) o celecoxib o tifacogin (sepsis)
(CA prevention SAP)
o valdecoxib o SU101 (CA) o eplerenone (HF)
(arthritis, pain)
o leridistim (CA) o PNU 182716 o celecoxib (CA
(diabetes) prevention BC and BE)
o pegvisomant o TPO (CA) o PNU 101387(schizo)
(acromegaly)
o SU5416 (CA) o PNU 180110 (ophth)
o SnET2 (ophth) o PNU 95666 (Parkinson's)
o Detrol OD o Vestra OD (depression)
(urology)
o Fragmin Onc o Xalatan FFD (ophth)
o Trelstar (CA) o Camptosar NSLC (CA)]
16
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Ag Built on Highly Profitable Businesses
[Vertical Bar Graph entitled "Sales"; horizontal axis has years "1996" to
"1999E"; vertical axis has "($Millions)" on it. The graph discloses the
following information:
1996 $2,000 to $3,000
1997 $3,000 to $4,000
1998 $4,000 to $5,000
1999E Approx. $5,000
[Vertical Bar Graph entitled "EBITDA"; horizontal axis has years "1996" to
"1999E"; vertical axis has "($Millions)" on it. The graph discloses the
following information:
1996 $800 to $1,000
1997 Approx. $1,000
1998 Approx. $1,200
1999E Approx. $1,200
[Vertical Bar Graph entitled "EBIT"; horizontal axis has years "1996" to
"1999E"; vertical axis has "($Millions)" on it. The graph discloses the
following information:
1996 $700 to $800
1997 Approx. $800
1998 $800 to $900
1999E Approx. $800]
Roundup
o 5x next largest herbicide
o Consistent 18-20% vol. growth
o More than 50% revenue ex-US
Selective Chem
o Corn grass herbicides w. good margins
o New wheat herbicide for brome grass
o New wheat fungicide for take-all disease
Animal Ag
o Prosilac is growing at 20% rate
o Very attractive operating margins
Seeds
o #1 soybean position globally
o #2 corn position globally
Biotech Traits
o RR soybeans at 50+% mkt share in US
o RR soybeans at 90+% mkt share in Argentine
17
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Roundup is the Foundation
of the Business and Price Elasticity is the Key
[Line chart: horizontal axis indicates "94", "95", "96", "97", 98" and "99", and
vertical axis indicates "Indexed Volume (1994 = 100)". The chart discloses
the following information:
- --------------------------------------------------------------------------
94 95 96 97 98 99
-- -- -- -- -- --
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Volume 100 100 to 150 to Approxim- 250 to 300 to
(26% CAGR) 150 but 200 but ately 200 300 but 350 but
closer closer closer closer
to 150 to 150 to 250 to 300
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Revenue 100 100 to 100 to 150 to 150 to 150 to
(15% CAGR) 150 but 150 but 200 but 200 but 200 but
closer closer closer closer closer
to 100 to 150 to 150 to 200 to 200
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Gross 100 100 to 100 to 150 to 150 to 150 to
Profit 150 but 150 but 200 but 200 but 200 but
(13% CAGR) closer closer closer closer closer
to 100 to 150 to 150 to 150 to 200
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Price 100 50 to 50 to 50 to 50 to 50 to
(8.5% CAGR) 100 but 100 but 100 but 100 but 100 but
closer closer closer closer closer
to 100 to 100 to 100 to 50 to 50
- ---------------------------------------------------------------------------
EBIT Growth Drivers - 2000
[Bar chart: horizontal axis indicates "1999E", "Roundup", "Seeds",
"Traits", "Other" and "2000", and vertical axis indicates "$ Millions". The
chart discloses the following information:
$ Millions
----------
1999E 600 to 800
Roundup starting at the level of "1999E" to 800 to 1000 but closer to 1000
Seeds starting at the level of "Roundup" to 1000 to 1200 but closer to
1000
Traits starting at the level of "Seeds" to 1000-1200 but closer to
1200
Other starting from 800 to 1000 but closer to 1000 and ending at the
level of "Traits"
2000 800 to 1000 but closer to 800]
18
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Our Strategy is Working
Even in a Tough Ag Economic Cycle
(9 months Ag Revenue 1999 vs. 1998)
[Column chart: horizontal axis indicates name of company. The chart
discloses the following information:
Cyanamid -29%
DuPont -9%
Agrevo -17%
Bayer 3%
Novartis -12%
Dow -5%
Zeneca -7%
Monsanto 21%
o Continued Roundup herbicide growth
o Biotech acres grew 40+%
Source: PhillipsMcDougall and Company Reports
19
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP. Should Exhibit First Tier
Growth in Sales and Earnings
($ Millions
except per share data)
1999E 2000 2001 2002 CAGR
Proforma* (99-02)
- -----------------------------------------------------------------
Sales $16,500 $19,000+ $22,000+ $25,000+ 13-15%
EPS $1.25 $1.55-1.62 $1.90-1.95 $2.30-2.40 20%+
* Proforma 1999 PHARMACIA CORP. from consensus analysts est.
20
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Cost Synergies of $600M
Will Phase in Over Three Years
[Column chart: horizontal axis indicates "2000", "2001" and "2002", and
vertical axis indicates "$ Millions". The chart discloses the following
information:
$ Millions
2000 100 to 200
2001 300 to 400 but closer to 400
2002 600 (broken down as 275, 200 and 125)]
SG&A
o Consolidate Corp and Pharma HQ to Peapack, NJ
o Admin saving in 25 key markets worldwide
o Reduce Sales Force expansion of Searle Europe and P&U US
R&D
o Geographies and cost avoidance
- Searle European Development Center
- Clinical trials and infrastructure
o US, Europe, Japan
o Efficiencies and cost avoidance
- Technology acquisitions
- Preclinical Development capacity
Manufacturing/Distribution
o Consolidate distribution in major markets worldwide
o Procurement savings
o Improved capacity utilization
21
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Pharmaceuticals Profitability Driven by Sales Growth and Margin Expansion
($ 1999Est 2000 2002 Comments
Millions)
Sales $11,000+ $13,000+ $17,000+ Growth driven by new
product launches
GM 77% 79% 81% Higher margin new
products
SG&A 42% 42% 41% Synergies, help fund
product
$4,500+ $7,000+ launches without
partnering
R&D 19% 18% 17% First Tier Spend,
synergies drive
$2,000+ $3,000+ spending growth lower
than sales
EBIT 16% 19% 22% First Tier Growth
Ag Subsidiary Profitability Grounded in Solid Roundup Base
($ 1999Est 2000 2002 Comments
Millions)
Sales $5,000+ $6,000+ $7,000+ Roundup growth. Traits
represent 6% of sales over
the period
GM 51% 51% 47% Roundup pricing/volume
strategy
SG&A 27% 26% 24% Margin improvements from
seed integration, volume
growth and reduced
amortization
R&D 11% 10% 9% Steady level of investments
EBIT 13% 15% 15% Continued growth
22
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Operating Margin Improvement Opportunity
Basis Point Change (1999-2002)
[Vertical bar chart set forth as follows:
PHARMACIA(1) Approx. 500
Warner Lambert Approx. 400
Schering-Plough Approx. 330
Pfizer Approx. 330
American Home Approx. 210
Bristol-Meyers Squibb Approx. 160
Eli Lilly Approx. 150
Merck* Not Given
* excluding Merck-Medco
Source: Salomon Smith Barney Est.; (1) Management Est.]
First Tier EPS Growth
Top 10 Pharma Companies
5 Year Projected EPS Growth
[Vertical bar chart set forth as follows:
PHARMACIA(1) approximately 20%
Warner Lambert approximately 19
Pfizer approximately 18
Schering-Plough approximately 16
Roche approximately 15
Eli Lilly approximately 15
Bristol-Meyers Squibb approximately 13
J&J approximately 13
Abbott approximately 13
Merck approximately 13
American Home approximately 12
Astra Zeneca approximately 11
Glaxo Wellcome approximately 11
Novartis approximately 10
Source: IBES 1999, Analysts Est., and (1) Mgmt. Est.]
23
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Debt Reduction Drives Lower Interest Expenses
($ Millions) 1999 2000 2001 2002
Debt (Net of $6,400 $4,500 $2,500 $1,000
Cash)
Interest $420 $325 $250 $125
Interest Coverage 5x 10x 16x 37x
Debt Reduced by:
o Proceeds from N&C divestitures
o Operating Cash Flow
Debt will be further reduced by proceeds from Ag IPO not included
24
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Multiple Expansion Opportunity
[Scatter diagram; horizontal axis represents "Estimated EPS Growth"(2) from
"10.0%" to "20.0%". Vertical axis represents "P/E"(1) from 20.0x to 40.0x. Each
marked spot on diagram indicates the name of a corporation. The diagram
discloses the following information:
Approximate Approximate
Company P/E Est. EPS Growth
- ------- ----------------- ---------------
MRK 25.0x to 30.0x 10.0% to 12.5%
BMY 25.0x to 30.0x 12.5% to 15.0%
J&J 20.0x to 25.0x 12.5% to 15.0%
AHP 20.0x to 25.0x 12.5% to 15.0%
LLY 20.0x to 25.0x 15%
SGP 25.0x to 30.0x 15.0% to17.5%
WLA 20.0x to 25.0x 17.5% to 20.0%
PFE 30.0x to 35.0x 17.5% to 20.0%
PNU/MTC(3) 20.0x to 25.0x 17.5% to 20.0%
Arrow point from "PNY/MTC" to "PFE."]
(1) As of 1/26/00, year 2000 IBES estimate
(2) Source: JP Morgan, IBES 5 year CAGR growth
(3) Based on 1/28/00 closing price and mid-point of Mgmt. Est. 2000E EPS range
($1.55-$1.62 EPS)
25
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
How Will Shareholders Know We Have Delivered?
SCORECARD DECEMBER 2002
[x] 3 year record of
20%+ EPS growth (CAGR)
17%+ Rx Sales Growth (CAGR)
[x] "Turbo-charged" Celebrex growth
[x] Margin upgrade of 500 bp+
[x] Pipeline value in First Tier of Top 10
[x] Insider status in all 7 key markets
[x] Partner-of-choice in co-promotion and development deals
[x] Asset value upgrade for Ag
[x] Growing strength -> strategic initiatives
26
<PAGE>
FORWARD-LOOKING INFORMATION
Certain statements contained in this presentation, such as statements concerning
the combined company's anticipated financial or product performance, its
pipeline, plans for growth and other factors that could affect future operations
or financial position, and other non-historical facts, are "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). Such statements often include the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates," or similar expressions. Since
these statements are based on factors that involve risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Such factors include, among others: the ability to
attain estimated expense savings, the ability to continue to successfully market
existing products, which may be adversely impacted by the introduction of
competitive products; the combined company's ability to integrate the two
businesses and other prior mergers and acquisitions; the combined company's
ability to successfully develop and market new products, the ability to expand
the market for existing products; the ability to fund research and development
activities; the ability to get to market ahead of competition; the success of
the combined company's research and development activities and the speed with
which regulatory authorizations and product rollouts may be achieved; the
ability to successfully negotiate pricing of Pharmaceutical products with
managed care groups, health care organizations and government agencies
worldwide; fluctuations in currency exchange rates; the effects of the combined
company's accounting policies and general changes in generally accepted
accounting practices; the combined company's exposure to product liability
lawsuits and contingencies related to actual or alleged environmental
contamination; the combined company's exposure to antitrust lawsuits; the
combined company's success in litigation involving its intellectual property;
social, legal and political developments, especially those relating to health
care reform and product liabilities; general economic and business conditions;
the combined company's ability to attract and retain management and other
employees; the combined company's ability to compensate for anticipated generic
competition for Roundup(R) herbicide after the expiration of its patent in the
U.S.; governmental and public acceptance of agbiotech products, the effect of
seasonal conditions and of current commodity prices on agricultural markets; and
other risk factors detailed in Monsanto's and PHARMACIA & Upjohn's respective
Securities and Exchange Commission filings, including their respective Proxy
Statements and Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Certain financial measures included in this presentation such as EPS, EBIT and
operating margin exclude the effect of one time charges associated with the
merger. Additionally, EBIT is a financial performance measure commonly used in
the financial community. It is not however a measure of financial performance
under accounting principles generally accepted in the United States. Neither
company will undertake to update or revise any forward-looking information
contained herein.
27
<PAGE>
Other Information
Monsanto and Pharmacia & Upjohn will be filing a definitive
joint proxy statement/prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC"). WE
URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition, documents filed with the
SEC by Monsanto will be available free of charge from the Secretary of Monsanto
at 800 North Lindbergh Blvd., St. Louis, Missouri 63167, Telephone (314)
694-1000. Documents filed with the SEC by Pharmacia & Upjohn will be available
free of charge from the Corporate Secretary of Pharmacia & Upjohn, 100 Route 206
North, Peapack, NJ 07977, Telephone (888) 768-5501. READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
Monsanto, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Monsanto stockholders in
favor of the merger. Information concerning the participants in the solicitation
is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on
January 25, 2000.
Pharmacia & Upjohn, its directors, officers and certain other employees
may be soliciting proxies from Pharmacia & Upjohn stockholders in favor of the
merger. Information concerning the participants in the solicitation is included
in filings under Rule 425 made by Pharmacia & Upjohn with the SEC on January 27,
2000.
Pharmacia & Upjohn Media Contact: Monsanto Company Media Contact:
Paul Fitzhenry (908) 901-8770 Scarlett Lee Foster (314)694-2883
Pharmacia & Upjohn Analyst Monsanto Company Analyst
Contact: Contact:
Craig Tooman (908) 901-8853 Nick Filippello (314)694-8148
28
<PAGE>
Pharmacia Corporation
A First Tier Pharma Competitor
With a First Tier Growth Rate
Pharmacia & Upjohn Monsanto
1
<PAGE>
Forward-Looking Information
Certain statements contained in this presentation, such as statements concerning
the combined company's anticipated financial or product performance, its
pipeline, plans for growth and other factors that could affect future operations
or financial position, and other non-historical facts, are "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). Such statements often include the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates," or similar expressions. Since
these statements are based on factors that involve risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Such factors include, among others: the ability to
attain estimated expense savings, the ability to continue to successfully market
existing products, which may be adversely impacted by the introduction of
competitive products; the combined company's ability to integrate the two
businesses and other prior mergers and acquisitions; the combined company's
ability to successfully develop and market new products, the ability to expand
the market for existing products; the ability to fund research and development
activities; the ability to get to market ahead of competition; the success of
the combined company's research and development activities and the speed with
which regulatory authorizations and product rollouts may be achieved; the
ability to successfully negotiate pricing of Pharmaceutical products with
managed care groups, health care organizations and government agencies
worldwide; fluctuations in currency exchange rates; the effects of the combined
company's accounting policies and general changes in generally accepted
accounting practices; the combined company's exposure to product liability
lawsuits and contingencies related to actual or alleged environmental
contamination; the combined company's exposure to antitrust lawsuits; the
combined company's success in litigation involving its intellectual property;
social, legal and political developments, especially those relating to health
care reform and product liabilities; general economic and business conditions;
the combined company's ability to attract and retain management and other
employees; the combined company's ability to compensate for anticipated generic
competition for Roundup(R) herbicide after the expiration of its patent in the
U.S.; governmental and public acceptance of agbiotech products, the effect of
seasonal conditions and of current commodity prices on agricultural markets; and
other risk factors detailed in Monsanto's and PHARMACIA & Upjohn's respective
Securities and Exchange Commission filings, including their respective Proxy
Statements and Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Certain financial measures included in this presentation such as EPS, EBIT and
operating margin exclude the effect of one time charges associated with the
merger. Additionally, EBIT is a financial performance measure commonly used in
the financial community. It is not however a measure of financial performance
under accounting principles generally accepted in the United States. Neither
company will undertake to update or revise any forward-looking information
contained herein.
2
<PAGE>
Other Information
Monsanto and Pharmacia & Upjohn will be filing a definitive
joint proxy statement/prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC"). WE
URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition, documents filed with the
SEC by Monsanto will be available free of charge from the Secretary of Monsanto
at 800 North Lindbergh Blvd., St. Louis, Missouri 63167, Telephone (314)
694-1000. Documents filed with the SEC by Pharmacia & Upjohn will be available
free of charge from the Corporate Secretary of Pharmacia & Upjohn, 100 Route 206
North, Peapack, NJ 07977, Telephone (888) 768-5501. READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
Monsanto, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Monsanto stockholders in
favor of the merger. Information concerning the participants in the solicitation
is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on
January 25, 2000.
Pharmacia & Upjohn, its directors, officers and certain other employees
may be soliciting proxies from Pharmacia & Upjohn stockholders in favor of the
merger. Information concerning the participants in the solicitation is included
in filings under Rule 425 made by Pharmacia & Upjohn with the SEC on January 27,
2000.
Pharmacia & Upjohn Media Contact: Monsanto Company Media Contact:
Paul Fitzhenry (908) 901-8770 Scarlett Lee Foster (314)694-2883
Pharmacia & Upjohn Analyst Monsanto Company Analyst
Contact: Contact:
Craig Tooman (908) 901-8853 Nick Filippello (314)694-8148
3
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Pharmacia Corporation
Introduction
Fred Hassan
4
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Agenda
Introduction FRED HASSAN
Commercial RICHARD DE SCHUTTER
CARRIE COX
R&D PHILIP NEEDLEMAN
GORAN ANDO
Ag HENDRIK VERFAILLIE
Financials CHRIS COUGHLIN
Summary FRED HASSAN
5
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Delivering on the P&U Promise
[Chart: horizontal axis indicates "1997", "1998", "1999" and a right-pointing
arrow to the right of "1999". The chart discloses the following information:
1997 Year of Repair
1998 Turnaround Year
1999 Building Long-Term Strength
Right
pointing
arrow Vision: Become a First Tier Competitor]
6
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Delivering on the P&U Promise
[x] Consistent double-digit EPS growth
[x] Industry standard freshness index
[x] Top quality management team; excellence in execution
[x] Effective financial and management systems
Delivering Beyond the Promise!
[x] Double-digit SALES growth trend!
7
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Accelerating the Vision
[Chart: horizontal axis indicates 1997, 1998, 1999 and 2000 with a
right-pointing arrow to the right of "2000", disclosing the following
information:
1997 Year of Repair
1998 Turnaround Year
1999 Building Long-Term Strength
2000 Creating a First Tier Competitor [Pharmacia Corporation logo]
8
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Characteristics of a First Tier Competitor
o First Tier management
o Billion $ products and strong,
balanced portfolio
o US strength and global reach
o Critical mass - Top 10
o Pipeline power
9
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
The Growth Upgrade for P&U
[x] EPS CAGR jump from 13-15% -> +20%
[x] Rx sales growth jump from high single/ low double digits -> high double
digits
[x] Cost avoidance/cost cutting adds to earnings
[x] Rx R&D pipeline jump from midsize -> First Tier
- Blockbusters
- Balance
- Depth
[Graphic: upside-down triangle pointing to text under it]
P&U Jump to First Tier Capabilities - NOW!
10
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
The Growth Upgrade for Monsanto
[x] EPS accretion 25%+
[x] Uniquely maximizing the Pharma opportunity
- Pharma focused management
- Global reach
- Scale brings cost efficiencies
[x] Unlock the Ag value via IPO and First Tier Management
- Dedicated and energized team
- Transparency and accountability
- Cost reduction
[x] Stronger financial base
[x] Focus on bottom line performance
11
<PAGE>
The Risk/Reward Upgrade for Shareholders
[x] Exceptional upside opportunity
- COX-2 Family: $15 billion
blockbuster market
[x] Excellent downside protection
- Less than 5% of Pharmacia Corp. EBIT exposure to Ag Biotech concerns
12
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP. - Earnings Driven by
Pharma Business and Limited Downside Risk
in Ag Subsidiary
[Stacked column chart: horizontal axis indicates "2000 Revenue" and "2000
EBIT", and vertical axis indicates percentages for each of "Pharma" and "Ag".
The chart discloses the following information:
Pharma Ag
------ --
2000 Revenue 68% 32%
2000 Ebit 73% 27%]
13
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Pharma Sales Growth Rate
% Sales Growth 1999 - 2002
[Column chart: horizontal axis indicates name of company and vertical axis
indicates %. The chart discloses the following information:
Company %
- -------- --
PHARMACIA approximately 16%
American Home approximately 16%
Schering-Plough approximately 14%
Bristol-Myers Squibb 12% to 14%
Warner Lambert approximately 12%
Pfizer approximately 12%
Eli Lilly approximately 10%
Merck approximately 8%
Footnote to chart referring to PHARMACIA data: management estimate.]
Source: Salomon Smith Barney Est.; (1) Mgmt. Est.
14
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Pharma Freshness Index
2000E
[Column chart: horizontal axis indicates name of company and vertical axis
indicates %. The chart discloses the following information:
Company %
- ------- --
PHARMACIA 39%
Pfizer 37%
Eli Lilly 36%
Bristol-Myers Squibb 19%
American Home Products 19%
Merck 17%
Schering-Plough 11%
Footnote to chart referring to Pharmacia data: management estimate.]
Source: Deutche Bank Research Est.; (1) Mgmt. Est.
15
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Blockbusters/Young Products Drive First Tier
Rx Pharma Growth
1999 - 2002
[Column chart: horizontal axis indicates "Key Products", "Other Growth",
"Decline" and "Total Growth", and vertical axis indicates $ Billions. The
chart discloses the following information:
Key Products $4.5
Other Growth $1.6
Decline $(0.6)
Total Growth $5.5
"KeyProducts" column includes Celebrex, Xalatan, Detrol, Vestra, valdecoxib,
Zyvox, parecoxib and Camptosar; "Total Growth" column indicates that
a portion is connected to "Growth Synergies"; chart includes an
ellipse stating that "Rx CAGR" is 17%]
16
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Pharmacia Corp. - First Tier Exclusivity Profile
[Bar chart: horizontal axis indicates "% of Sales at Risk" and refers to
footnote (1), and vertical axis indicates "Total $ at Risk ($ Billion)" and
refers to footnote (2). The chart discloses the following information:
Company % of Sales at Risk Total $ at Risk ($ Billion)
- ------- ------------------ ---------------------------
PHARMACIA approximately 10 $0.7
Glaxo Wellcome 10 to 20 but closer to 20 $1.9
Bristol-Myers approximately 20 $1.9
Roche 20 to 30 but closer to 20 $1.8
Pfizer 20 to 30 but closer to 30 $2.4
SB 20 to 30 but closer to 30 $2.0
Schering-Plough 30 to 40 but closer to 40 $2.2
Eli Lilly 30 to 40 but closer to 40 $2.8
Merck approximately 40 $4.3
Astra / Zeneca 50 to 60 but closer to 60 $6.0]
(1)Percentage sales at risk of product patent expiration (99-03) compared to
total 98 Pharma sales
(2)Total sales $ at risk of product patent expiration (99-03)
Source IMS: SMR
Patent Expiration
PHARMACIA CORP.
Zyvox 2014
Celebrex 2013
Detrol 2012
Xalatan 2011
Camptosar 2007
17
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Margin Upside
Operating Margin 1999E
[Column chart: horizontal axis indicates name of company and vertical axis
indicates %. The chart discloses the following information:
Company %
- -------- --
Merck 40 to 45 but closer to 40
Eli Lilly 30 to 35
Schering-Plough approximately 30
Pfizer approximately 30
Bristol-Myers Squibb 25 to 30 but closer to 30
American Home 20 to 25 but closer to 25
PHARMACIA approximately 15
Footnote to chart referring to Merck data: excluding Merck-Medco.]
Source: Analysts Est.
18
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier EPS Growth
Top 10 Pharma Companies -
5 Year Projected EPS Growth
[Vertical bar chart set forth as follows:
PHARMACIA approximately 20%
Warner Lambert approximately 19
Pfizer approximately 18
Schering-Plough approximately 16
Roche approximately 15
Eli Lilly approximately 15
Bristol-Myers Squibb approximately 13
J&J approximately 13
Abbott approximately 13
Merck approximately 13
American Home approximately 12
Astra Zeneca approximately 11
Glaxo Wellcome approximately 11
Novartis approximately 10
Source: IBES 1999, Analysts Est., and (1) Mgmt. Est.]
19
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
The Growth Upgrade for PHARMACIA CORP. Shareholders
[x] First Tier management with track record of delivering
on promises
[x] First Tier Pharma sales growth rate
- First Tier Pharma freshness index
- First Tier expansion opportunity for blockbuster/young products
- First Tier margin improvement opportunity
- First Tier exclusivity profile
[x] Management-driven synergies
[x] First Tier operating margin upside oportunity
[x] First Tier EPS growth story
[x] "Turbo-charged" Pharma -->expanding P/E multiple
20
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
First Tier Multiple Expansion Opportunity
[Scatter diagram; horizontal axis represents "Estimated EPS Growth"(2) from
"10.0%" to "20.0%". Vertical axis represents "P/E"(1) from 20.0x to 40.0x.
Each marked spot on diagram represents a corporation. The diagram discloses
the following information:
Approximate Approximate
Company P/E Est. EPS Growth
- ------- ----------- ---------------
MRK 25.0x to 30.0x 10.0% to 12.5%
BMY 25.0x to 30.0x 12.5% to 15.0%
J&J 20.0x to 25.0x 12.5% to 15.0%
AHP 20.0x to 25.0x 12.5% to 15.0%
LLY 20.0x to 25.0x 15%
SGP 25.0x to 30.0x 15.0% to 17.5%
WLA 20.0x to 25.0x 17.5% to 20.0%
PFE 30.0x to 35.0x 17.5% to 20.0%
PNU/MTC(3) 20.0x to 25.0x 17.5% to 20.0%]
(1) As of 1/26/00, IBES year 2000 est.
(2) Source: JP Morgan, 5 year CAGR from 2000
(3) Based on 1/28/00 closing price and mid-point of Mgmt. Est. 2000E EPS range
($1.55-$1.62 EPS)
21
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
How Will Shareholders Know We Have Delivered?
Scorecard December 2002
[x] 3 year record of
o 20%+ EPS growth (CAGR)
o 17%+ Rx Sales Growth (CAGR)
[x] "Turbo-charged" Celebrex growth
[x] Margin upgrade of 500 bp+
[x] First Tier Pipeline value
[x] Insider status in all 7 key markets
[x] Partner-of-choice in co-promotion and development deals
[x] Asset value upgrade for Ag
[x] Growing strength -> strategic initiatives
22
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Pharmacia Corporation
Commercial
Richard De Schutter
Carrie Cox
23
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Discussion Sequence
o Tough Questions
o Growth Story
- Products
- Pipeline
- Global Reach
o Summary
24
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Questions on Your Mind...
1) Lack of Pizzazz?
- Merger of two mid-size players creates bigger mid-size player
2) No Synergy Play?
- Minimum overlap
3) Distraction?
- Post mergers result in share loss, not share growth
4) Celebrex is a "One Trick Pony?"
- Vioxx gaining on Celebrex...although first, Searle will not win COX-2 war
25
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
What's Created...
o Merger creates "Top Ten / Top Tier" Pharma company
o PHARMACIA CORP. is among fastest growing pharma companies driven by
Searle's COX-2 franchise
o R&D pipeline among best in industry
- $2+ Billion R&D budget
- Continuous product flow from balance of contributors
to blockbusters
o Near term launches put differentiated products into high growth disease
segments
- Osteoarthritis, pain, depression, heart failure, gram + infection and
cancer
o Pharma operating margins lift from mid teens to "the twenties" by 2002
o Low vulnerability to patent expiry throughout decade
o Top notch proven performers managing enterprise
26
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Starting from Position of Superior Rx Growth
[Vertical bar graph; horizontal axis indicates name of company and top of each
bar indicates percentage of Sept. YTD '99 Sales Growth; a dashed horizontal line
intersecting the vertical axis at 10% indicates "Market".
The graph discloses the following information:
Pharmacia 29%
Warner Lambert 25%
BMS 16%
Astra Zeneca 15%
Pfizer 15%
J&J 13%
Merck 12%
Roche 12%
Glaxo 8%
Aventis 6%
Novartis 4%]
Source: IMS
27
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA CORP. Creates Top Ten Pharma Company
Rank Company Market Share
1 AstraZeneca 4.5
2 Merck 4.3
3 Glaxo Wellcome 4.1
4 Aventis 4.1
5 Pfizer 4.1
6 Bristol-Myers Squibb 4.0
7 Novartis 4.0
8 Johnson & Johnson 3.7
9 Roche 3.1
10 Eli Lilly 3.0
[Graphic: box that states "4/00" points to "Johnson & Johnson", and box that
states "12/99" points to "Eli Lilly," in above table]
28
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Products
29
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Blockbusters/Young Products Drive First Tier Rx Pharma Growth
1999-2002
[Vertical bar graph; horizontal axis indicates "Key Products", "Other Growth",
"Decline" and "Total Growth", verticle axis indictes "$ billions", with number
of billions printed on top of bar. Chart includes an ellipse stating that
"Rx CAGR" is 17%. The graph discloses the following information:
Key Products (Celebrex, Xalatan,
Detrol, Vestra, Valdecoxib,
Zyvox, parecoxib, Camptosar) $4.5
Other Growth $1.6
Decline $(0.6)
-------
Total Growth $5.5
Ellipse stating that "Rx CAGR" is 17%]
(Growth Synergies indicated)]
30
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Category Leadership Where We Compete
o High quality growth from large number of leading brands
Product Market Ranging
Celebrex #1 Arthritis
Ambien #1 Sleep in US
Xalatan #1 Glaucoma
Genotropin #1 Growth Hormone
Detrol #1 Overactive Bladder
Camptosar #1 Colon Cancer
Medrol #1 Steroids
~45% of growth from number one branded products
31
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Immediate Engines of Growth
1999E Sales Potential Peak Sales
Exclusivity ($ Millions) ($ Millions)
Xalatan 2011 $500 $1,000+
Detrol 2012 $325 $1,000+
Camptosar 2007 $290 $500+
Zyvox 2014 2000 Launch $750+
Celebrex 2013 $1,500 $3,000+
32
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[Xalatan Logo]
o $500+ million, 50%+ growth, #1 US and WW
o 1999 US Glaucoma market NRx +2%, Xalatan NRx +17%
o Successful launch in Japan
Annual Sales
($ Millions)
[Vertical bar graph; horizontal axis indicates "1998", "US", "EU", "Japan" and
"1999E". The graph discloses the following information:
1998 $332
US [unspecified amount]
EU [unspecified amount]
Japan [unspecified amount]
1999E $507
[Note: together "US", "EU", and "Japan" equal $175]
33
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Xalatan Surpasses Rescula - Japan
o Japan - 2nd largest Glaucoma market
o First line therapy in Japan
o Surpassing Rescula
o Goal: Surpass timolol
Glaucoma Market Share - Japan
[horizontal line graph; horizontal axis indicates "week" from "1st" to "37th"
and vertical axis indicates percentage of "(Share)". Each line represents each
of Xalatan, Rescula, Timoptol and Mikelan. The graph indicates the following:
1st week 37th week
-------- ---------
Xalatan 5-10% 19.9%
Rescula 25-30% 18.5%
Timoptol Approx. 30% 26.2%
Mikelan Approx. 15% 11.6%
34
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Xalatan - Significant Added Potential for Growth
o Superior Profile
- Xalatan vs. timolol
- Xalatan vs. Alphagan
- Xalatan vs. Rescula
o Xalatan Combo Product
- Filed in US: 12/99
- PRIORITY REVIEW
o $1 Billion Potential
[Pie Chart entitled "Glaucoma Market," on botton of pie is written word
"Xalatan," pie is divided into two halves, with one half called "Monotherapy"
and the other called "Combination therapy"]
35
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[DETROL LOGO]
o Sales of $325+ million
o #1 OAB product in the US and WW
o Japan filing 2001
Annual Sales
[Chart. Horizontal axis indicates "1998 YTD" and "1999E YTD" for each of "US"
and "Europe" and "Latin America". Above each bar is a number in dollars, and an
arrow indicating, by country or region, the % increase from "1998 YTD" $
amount to "1999 YTD" dollar amount.
1998 YTD 1999E YTD +$
-------- --------- ---
US $95 $256 169%
Europe $29 $ 64 121%
Latin America -- $ 3 440%]
36
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Detrol
o Q4 '99 Detrol NRx
growth exceeds market
o Grow share
o Grow the market
[Bar chart entitled "OAB TRXs - US" with "TRx (000)" on the vertical axis and
"Jan 1998," "Jan 1999," and "Dec 1999" on the horizontal axis, providing the
following information:
Jan 1998 358
Jan 1999 594
Dec 1999 856
The "Jan 1998" bar is labeled "Competitive Products." The "Jan 1999" and
"Dec 1999" bars are divided into colored segments labeled "Competitive Products"
and "Detrol Market Share" with a "46%" in the colored segments corresponding to
"Detrol Market Share."]
37
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Detrol - Significant Added Potential for Growth
o New clinical efficacy data Q1 '00
o Searle co-promotion March 1
o Abbott-Alza co-promotion discontinued
o Detrol Once-daily filing Feb '00
38
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Oncology Franchise
"The New Oncology Challenger"
[CAMPTOSTAR LOGO]
o $290+ million, 50+% growth
o First-line NDA filed with survival benefit 10/99; priority review
o Additional indications
Annual Sales
[Column chart: horizontal axis indicates "1997", "1998" and "1999", and
vertical axis indicates "($ millions)". The chart discloses the following
information:
1997 154
1998 194 (+26%)
1999 293 (+51%)]
39
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Significant Opportunity to Grow Camptosar As We Pursue Other Tumor Types
[Bar chart with "($ Millions)" on the vertical axis and "Taxol," "Paraplatin,"
"Camptosar," "Gemzar," "Taxotere," "Hycamtin," and "Navelbine" on the horizontal
axis, providing the following information:
Taxol $786 million
Paraplatin $382 million
Camptosar $246 million
Gemzar $214 million
Taxotere $133 million
Hycamtin $ 87 million
Navelbine $ 59 million
Each bar is divided into colored segments labeled "Bladder," "Non Small Cell
Lung," "Other Urolog and Diag," "Other Tumors," "Colorectal," "Other Fem
Reprod," "Prostate," "Breast," "Small Cell Lung," "Ovarian," "Bone & Sarcoma,"
"Head & Neck," and "NH Lymphoma."]
Source: Tandem Cancer Audit & IMS Health
MAT Sep 99, US Market
40
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Zyvox
First of a New Class
o Broad coverage vs. sensitive and resistant Gm+ bacteria
o Oral and IV formulations
o Oral formulation is 100% bioavailable
o Unique mechanism of action
o No evidence of cross-resistance
41
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Zyvox Competitive Comparison
[Chart with horizontal axis indicating column entitled "G+ Efficacy", "IV/Oral
Forms", "Tolerability", "Side Effects", and "PE Benefit", and vertical axis
indicating the name of a different drug on each row. Each cell has a circle
which is either colored green, yellow or red. Green is indicated as
"Superiority". The graph discloses the following information:
G+ IV/Oral Toler- Side PE
Efficacy Forms ability Effects Benefit
-------- ------- ------- ------- -------
[Zyvox logo] G G G Y G
Vancomycin [Generic] Y R G R R
Synercid [RPR] Y R Y Y R
Dapcin [Cubist] Y R G Y R
Ziracin [Schering] G R G R R
G=green; R=red; Y=yellow]
42
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Antibiotic Market Worldwide
[Pie Chart entitled "Total Market = $22 Billion" -- Sections titled "A/P 4%",
"US 31%", "Japan 18%", "EU 26%", "LA 21%". Graphic Arrow points to smaller pie
chart entitled "US Gram + Antibiotic Market = $4 Billion" divided into two
sections, "Other 40%" and "Gram+ 60%"]
Total Market=$22 Billion
Source: IMS MAT 9/99
43
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
US Hospital Patients Treated for Indicated Infections
[ZYVOX LOGO]
[Column Chart: horizontal axis indicates "Community Acquired Pneumonia",
"Skin/Soft Tissue Infections", "Sepsis", and "Hospital Acquired Pneumonia", and
vertical axis indicates (Millions). The chart discloses the following
information.
"Community Acquired Pneumonia" approximately 2.5
"Skin/Soft Tissue Infections" approximately 1.5 - 2.0
"Sepsis" approximately 1.0 - 1.5
"Hospital Acquired Pneumonia" approximately 1.0]
Total Patients Treated: US = 6.3 Million
44
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[Celebrex Logo]
45
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Evolution of Celebrex
o Needleman COX-2 public hypothesis - 1990
o COX-2 gene clone - 1991
o Synthesis of celecoxib molecule - October 6, 1993
o 1st dose in humans - March 13, 1995
o Began regulatory submissions - June 29, 1998
o FDA approval - December 31, 1998
o 1 Million US TRxs - 51 days after launch
o 10 Million US TRxs - 228 days after launch
o $1 Billion in global sales - October 4, 1999
o $1.5 Billion in global sales - December 31, 1991
46
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Celebrex Sets All Time Records
[Bar chart with "NUMBER OF MONTHS FROM SYNTHESIS TO" on the vertical axis and
"Synthesis of Molecule," "First Dose in Humans," "NDA Submission," "FDA
Approval," and "$1 Billion Sales" on the horizontal axis, providing the
following information:
Synthesis of Molecule between 0 and 10(closer to 0) Oct 6, 1993
First Dose of Humans between 10 and 20 Mar 13, 1995
NDA Submission between 50 and 60 (closer to 50) Jun 29, 1998
FDA Approval between 60 and 70 (closer to 60) Dec 31, 1998
$1 Billion Sales approximately 70 Oct 4, 1999]
47
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Celebrex Propels Searle to Leading Arthritis Company Globally
Global Arthritis (NSAID) Ranking
[Chart with "#1," "#2," "#3," "#4", "#5," "#6," and "7" on the vertical axis
and "1994," "1995," "1996," "1997," "1998," and "3Q99YTD" on the horizontal
axis, providing the following information:
1994 1995 1996 1997 1998 3Q99YTD
#1 Novartis Novartis Novartis Novartis Novartis Searle
#2 Roche AHP AHP AHP Searle Novartis
#3 AHP SKB SKB SKB SKB SKB
#4 SKB Roche Roche Searle AHP Roche
#5 Pfizer Searle Searle Roche Roche Merck
#6 Sankyo Sankyo Sankyo Sankyo Sankyo Sankyo
#7 Searle Pfizer Pfizer Pfizer Pfizer AHP
A line links each "Searle" box.]
Source: IMS World Review Preview Data
IMS MIDAS
48
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
We Never Doubted It
Celebrex...
o is the leading global arthritis treatment in sales and share
o rejuvenated a stagnant arthritis market with 22% USD global growth
o propelled Searle to #1 in arthritis globally
o is the most successful US launch ever
...but...
49
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
...what have we done for you lately?
50
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
Celebrex Benchmark -- US Cumulative Sales
[Horizontal line graph -- each line representing "Voltaren 08/88", "Celebrex
01/99", "Relafen 02/92", "Vioxx 05/99", Arthrotec 01/98". The end of the
Celebrex 01/99 and Vioxx 05/99 lines contain "11/99", horizontal axis
indicating months, verticle axis indicating "IMS Sales ($ Millions)". The
graph discloses the following information:
Months
------
3 6 9 12
----- ------ ----- ------
Voltaren 08/88 $0 - $200 $0 - $200 approx $200 approx $200
(but closer
to $0)
Celebrex 01/99 approx $200 $400 - $600 $800 - $1,000 --
(but closer
to $600)
Relafen 02/92 $0 - $200 approx $200 approx $200 approx $200
(but closer
to $0)
Vioxx 05/99 $0 - $200 approx $200 -- --
Arthrotec 01/98 $0 - $200 $0 - $200 approx $200 approx $200
(but closer
to $0)
IMS Retail and Provide Perspective -- All Channels
Note: Month 1 for Sales may be different than for Prescription/Promotion
Voltaren includes Retail and Non-Federal Hospital Channels only]
51
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
CELEBREX LEADER IN US COX-2 MARKET
[Bar chart with percentages on the vertical axis and "NRx Volume, "TRx Volume,"
"# of Coxib Patients," and "$ Share" on the horizontal axis. Each bar extends to
"100%" and is divided into colored segments labeled "Vioxx" and "Celebrex." The
colored segments labeled "Celebrex" bear writing as follows:
NRx Volume 57%
TRx Volume 63%
# of Coxib Patients 65%
$ Share 67%]
Sources: IMS National Prescription Audit (All Channels) -- December 1999
Patient Analysis Study NDC Direct Rx Retail Only -- November 1999
52
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
CELEBREX/VIOXX MARKET SHARE
National PBMs (12/17/99 -- 1/7/00)
[Bar chart with "Caremark," "Medco," "PCS," "National Average," "Express
Scripts," "DPS," and "Wellpoint" on the vertical axis and percentages on the
horizontal axis, providing the following information:
National Share -- Vioxx National Share -- Celebrex
Caremark 17% 24%
Medco 16% 23%
PCS 14% 22%
National Average 13% 21%
Express Scripts 13% 20%
DPS 11% 18%
Wellpoint 9% 16%]
Data is based on monthly avg. market share & NSAID market definition from IMS
Note: Express Scripts includes Value Rx
53
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
CELEBREX/VIOXX MARKET SHARE
National HMOs (12/17/99 -- 1/7/00)
[Bar chart with "National Average," "Anthem," "United Healthcare," "Aetna,"
"Cigna," "Prudential," "Pacificare," "Humana," and "Foundation" on the vertical
axis and percentages on the horizontal axis, providing the following
information:
National Share -- Vioxx National Share -- Celebrex
National Average 13% 21%
Anthem 12% 19%
United Healthcare 10% 16%
Aetna 9% 14%
Cigna 7% 13%
Prudential 6% 11%
Pacificare 4% 9%
Humana 3% 8%
Foundation 3% 6%]
Data is based on monthly avg. market share & NSAID market definition from IMS
Note: Express Scripts includes Value Rx
54
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex Global Performance
Country* Celebrex COX-2 Rank
USD Share
-----------------------
Celebrex vs. Vioxx
- ------------------------------------------------------------------------
Argentina 5% 1 2
Brazil 5% 1 2
Canada 50% 1 2
Mexico 7% 1 2
Switzerland 22% 2 1
US 41% 1 2
Venezuela 7% 1 2
- ------------------------------------------------------------------------
Global 20% 1 2
Source: IMS MIDAS - November, 1999
* Countries where both products launched and audited data available
55
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex Market Leadership
/v/ Sales
/v/ NRx
/v/ TRx
/v/ Number of Patients
/v/ #1 in PBM and HMO market share
/v/ Global Performance
/v/ Days therapy per script
Refill ratio
Value per script
56
<PAGE>
Pharmacia CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex Gains Nearly 50% More Dollars
per NRx vs. Vioxx
Weekly Celebrex Vioxx Difference
- --------------------------------------------------------------------------
Weighted average
days therapy/TRx 32.0 29.2 10%
Weighted average
WAC/TRx $82.31 $70.42 17%
Refill ratio 2.07 1.64 26%
1.89* 15%
$ value/NRx $170.38 $115.48 48%
Source: IMS as of Dec '99, Weekly actuals
*Comparable time after launch
57
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
The Scorecard...Watch These!
Celebrex Vioxx
- ----------------------------------------------------------------------------
1999 Total Sales ($B) 1.5 0.5
4Q Global Sales Run Rate ($B) 2.0 1.0
TRx - 4Q (MMs) 5.6 3.0
NRx - 4Q (MMs) 2.8 1.9
Refill Ratio (YE99) 2.1 1.6
Days of Therapy TRx (YE99) 32.0 29.2
Value per NRx (YE99) $170 $115
Managed Care Lives 52.1 8.0
w/ Preferred status (MMs)
Number of US Patients (MMs) 6.4 2.1
58
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Turbocharging Celebrex
Immediate Growth Drivers
o Expanded Marketing
o FAP Promotion
o New data
- CLASS (outcomes trial)
- Head to head Vioxx / Celebrex trials
59
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Turbocharging Celebrex
Expanded Marketing
o US Direct-to-Consumer TV branded ads -
January 2000
o Major European country launches
o Leverage PHARMACIA CORP.'s combined strengths
60
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Turbocharging Celebrex
FAP Promotion
o Untreated FAP leads to colon cancer
o Celebrex first and only agent approved in
US for use in FAP
o Proposition: Blocking COX-2 reduces number of
polyps, potentially reducing risk of
colon cancer
o Demonstrated product safety at 800 mg/day
o Enhances physicians' perception of Celebrex
61
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Turbocharging Celebrex
New Data - CLASS (Outcomes Trial)
o First study of its kind, > 8,000 patients
o Results available early 2000
o Commercial outcomes
- Confirm and quantify reduced GI risk
- Additional clinical proof to support
switch from traditional NSAIDs
- Communicated through change in
label warning section
62
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex is Only the Beginning
COX-2 Platform
[Diagram with four rows. The first row is labeled "Other Indications," the
second row is labeled "Primary Indications," the third row is a row of ovals on
an arrow pointing from left to right, and the fourth row is labeled "Other
Opportunities." The "Other Indications" row consists of boxes labeled from left
to right "Pain," "GI warning-CLASS," "Juvenile RA," "Other Cancers" above "FAP,"
and "Alzheimber's." The "Primary Indications" row consists of boxes labeled from
left to right "OA, RA," "Pain, OA, RA," "Non-narcotic analgesic," and
"Inflammation, Pain." The ovals in the third row are labeled from left to right
"Celebrex," "deracoxib," "valdecoxib," "parecoxib," "Diagnostic," and "OTC." The
"Other Opportunities" row consists of boxes labeled from left to right "Line
extensions," "Veterinary COX-2 inhibitor," and "Cancer, Arthritis, Stroke,
Alzheimer's." An arrow points from "Celebrex" to "OA, RA" and an arrow points
from "Celebrex" to "Line Extensions." An arrow points from "OA, RA" to "Pain,"
"GI" "Juvenile RA," "FAP", and Alzheimer's," respectively. An arrow
points from "FAP" to "Other Cancers." An arrow points from "deracoxib" to
"Veterinary COX-2 inhibitor." An arrow points from "valdecoxib" to "Pain, OA,
RA." An arrow points from "parecoxib" to "Non-narcotic analgesic." An arrow
points from "Diagnostic" to "Cancer, Arthritis, Stroke, Alzheimer's." An arrow
points from "OTC" to "Inflammation, Pain."]
63
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Next Generation Within Sight
[Parecoxib Logo, Valdecoxib Logo]
[arrow from upper Parecoxib Logo to lower Parecoxib Logo, arrow from upper
Valdecoxib Logo to lower Valdecoxib Logo]
[Single Active Moiety]
[Parecoxib Logo] [Valdecoxib Logo]
[Injectable] [Oral]
64
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex, Paracoxib, and Valdecoxib Expand Market Opportunity ...
[Pie Chart, that indicates the following 1999 Forecasts:
1. Narcotics $2.2
Injectable (Duregesic, 9%
Oxycontin, Percocet,
Vicodin)
2. NSAIDS (Celebrex, Vioxx, $6.0
Relafen, Voltaren)
Injectable 5%
3. Analgesics (Tylenol, $6.0
Tramal (Ultram), Toradol)
Injectable (keterolac) 5%]
Total 1999 Sales = $14.2 Billion
Source: IMS, Franchise/GDT projections
65
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
... and Beyond
OTC $?B
Pain $8B+
Cancer (Prevention, Treatment) $?B+
Expanded NSAID Rx (OTC switches, New patient, $6B+
NSAID intolerant patients,
Brand pricing)
Current NSAID Rx (Convert current users) $6B
66
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Blueprint for COX-2 Franchise Success
[Timeline providing the following information:]
Event Year
----- -----------------
Class Results/sNDA sub.(3) 2000
Class Results/approval launch(3) 2000
Parecoxib NDA(3) 2000
Key European Launches(2) 2000
Valdecoxib NDA(3) 2001
Parecoxib Launch(1) 2001
Celebrex Management of Pain U.S. Submission(3) 2001
Celebrex JRA Approval(3) 2002
Japan Launch(2) 2002
Additional Cancer Prevention(3) 2002
Valdecoxib Launch(1) 2002
Cancer Treatment, Opthalmic(3) 2003
(1) New Product launches
(2) Country launches
(3) New indications/Data]
67
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Celebrex Leadership Summary
o Leading global arthritis drug established through record launches
o Most successful product launch ever in pharmaceutical history
o Rejuvenated stagnant arthritis market with 22% global growth
o Lead Merck in virtually every performance metric
o Immediate European launch and rest of world roll-out will leverage PHARMACIA
CORP.'s combined muscle
o DTC and life cycle management strategies in place to augment leadership
position
o Continued Searle scientific leadership of COX-2 franchise increasingly
apparent with 3rd entrant (paracoxib) and 4th entrant (valdecoxib) in sight
68
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Turbocharging Celebrex
FAP - Another Breakthrough
"... FDA approved two products that can help prevent cancer by treating
conditions that frequently precede the onset of the disease.
One of these products is celecoxib (Celebrex), a non-steriodal
anti-inflammatory drug which was last year granted an accelerated approval
as a product that promised therapeutic benefit for a life-threatening
condition..."
- FDA Talk Paper, January 18, 2000
69
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Future Growth Pipeline
70
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Pipeline Delivers Continuous Product Flow
2000 2003
- ---- ----
Lunelle eplerenone
Aromasin Detrol OD
Vestra tifacogin
Camptosar 1st Line Fragmin (CA)
Axert SnET2
Xalatan Combo Celebrex (other CA)
Celebrex FAP leridistim
Zyvox SU5416
SU101
pegvisomant
valdecoxib
parecoxib
Xalatan 1st Line
71
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Global Reach
72
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Global Critical Mass with Balanced US Presence
1999E Pharmaceutical Geographic Sales Position
P&U
North America 42%
Europe 36%
Latin America 5%
Japan 11%
Other 6%
Searle
North America 75%
Europe 17%
Latin America 5%
Japan Not Specified
Other Not Specified
Pharmacia Corporation
Global Balance
North America 56%
Europe 28%
Latin America 4%
Japan 8%
Other 4%
Source: Company estimates]
73
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Leading Global Sales Force in Place to Launch Pipeline
Number of Sales Representatives
[horizontal bar chart depicting the number of sales representatives in the
following companies (each company has sales reps from the "US," Key EU," and
"Japan"):
Key Western European
# of Sales Reps
--------------------
Avantis 9,490
Merck 8,710
Pfizer 8,270
PHARMACIA 7,250
Glaxo Wellcome 6,000
Novantis 5,700
Notes: (1) U.K., Germany, France, Italy
Source: Europe - Strategic Reports, 1/99; US - Scott-Levin as of 12/99
74
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Multiple Synergies Drive Profit Improvement
Sales Synergies Cost Synergies
- ------------------------------- -------------------------------
o Detrol and Celebrex o Searle infrastructure
co-promotion avoidance
o Searle promotion of P&U - Cancer commercialization
products in Primary Care - Hospital selling
(e.g., Vestra) and other - European field force and
specialties development center - Japan clinical development
o Immediate Oncology and o Geographic efficiencies
Institutional customer access created through greater
scale
o Enhance customer contact o Eliminate duplication
o Searle partnering need
eliminated
75
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Summary
o PHARMACIA CORP. joins first tier group of Pharma companies with highest
growth rate among top ten
o $5.5 Billion incremental sales growth by 2002
o Gross margin and operating profit expansion through highly favorable
change in product mix
o 7 potential blockbuster drug launches through 2002
o Commercial muscle in place to successfully execute
multiple global product launches
o Synergies obtained through combination of greater top line growth, cost
avoidance, expense reductions and elimination of Searle partnering need
76
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Questions Revisited
o Pizzazz? /v/ $5.5 Billion incremental sales
growth by 2002
o Synergy? /v/ Synergies realized
- 12,000 reps worldwide
- Internal muscle for multiple
launches
- Reduced partnering and
profit sharing
o Distraction? /v/ Maintain separate sales force
identities to retain customer
focus
- Physician relationships
kept intact
o Celebrex? /v/ Just the beginning - COX-2
Franchise is "Stable of Stallions"
77
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Pharmacia Corporation Logo
R&D
Phil Needleman
Goran Ando
78
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP. -
A Top Tier Competitor with First Tier Growth Rate
R&D Strategy and Focus Phil Needleman
Combined Pipeline
Oncology Introduction
Oncology
P&U Pipeline Goran Ando
Searle Pipeline Phil Needleman
Technology Potential
Conclusion
79
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
R&D Long Term Objectives
Together we will
o Focus on areas where we can sustain
a competitive advantage
o Mobilize resources so that in a chosen therapeutic area we will be
first or second to the market with unique products
o Continuously enrich and extend the portfolio
80
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Near Term R&D Integration Focus
o Deliver the 2000 pipeline
o Leadership (world class) in high value areas
- Oncology
- Arthritis/Inflammation/Pain
- Infectious Disease
o Comprehensive portfolio analysis
o Optimization of technology engines
81
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
R&D Operational Synergies
o Geographies and cost avoidance
- Searle European Development Center
- Clinical trials and infrastructure
o US, Europe, Japan
o Efficiencies and cost avoidance
- Technology acquisitions
- Preclinical Development capacity
82
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Long Term R&D Goals
o At least 4 innovative NCE/NBE registered per year
- Unmet medical need
- Competitive global commercial opportunities
o Product life cycle management (LCM)
- Lead, back-up, 2nd generation, new indications,
new dosage forms
- At least 4 major LCM projects completed per year
o Establish and exploit technology platforms
- Identify 1 new platform every 3 years
o Full exploitation of the COX-2 platform
o Full exploitation of the kinase platform
83
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
High-Value Late Phase Projects
Registration
Celebrex (FAP*) Aromasin (breast CA)
Vestra (depression) Zyvox (infect. dis.)
Xalatan Combo (glaucoma) Camptosar 1st Line (CA)
- -------------------------------------------------------------------------------
Phase III
valdecoxib (arth., pain) parecoxib (pain)
eplerenone (HF, HTN) leridistim (CA)
celecoxib (CA*) tifacogin (sepsis)
SnEt2 (macular degen.) Detrol OD (overactive bladder)
Fragmin (CA) SU5416 (CA)
pegvisomant (acromegaly)
Family Peak year sales estimate >$250M >$500M >$750M
*FAP and other cancers are grouped together
84
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP.
The New Oncology Challenger
[Bar Chart with "Human Population" on vertical axis and "Prevention,"
"Immunotherapy," "Anti-Angiogenesis" and "Chemotherapy Hormone Therapy Growth
Factors" from left to right on the horizontal axis. A straight line begins at
the top of the vertical axis and ends at the right end of the horizontal axis.
"Pre-malignant Changes" appears along the straight line above 66% Human
Population measured on the vertical axis and in between "Prevention" and
"Immunotherapy" measured on the horizontal axis. "Early Malignancy" appears
along the straight line at 66% Human Population measured on the vertical axis
and in between "Immunotherapy" and "Anti-Angiogenesis" measured on the
horizontal axis. "Diagnosed Disease" appears along the line at 33% Human
Population measured on the vertical axis and in between "Anti-Angiogenesis" and
"Chemotherapy Hormone Therapy Growth Factors" measured on the horizontal axis.
The triangle formed by the straight line and the horizontal axis and beginning
on the left at "Diagnosed Disease" and ending on the right at the right end of
the horizontal axis is shaded.]
85
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP.
The New Oncology Challenger
[Bar Chart with "Human Population" on vertical axis and "Prevention,"
"Immunotherapy," "Anti-Angiogenesis" and "Chemotherapy Hormone Therapy Growth
Factors" from left to right on the horizontal axis. "Cox-2" is listed beneath
"Prevention." "ProGP" and "A2 Vaccine" are listed beneath "Immunotherapy."
"Kinase Inhibitors," [the greek letter alpha followed by a subscript letter "v"
followed by the greek letter beta followed by a subscript numeral "3"] and "MMP"
are listed beneath "Anti-Angiogenesis." "Cytotoxics," "Leridistim," "TPO" and
"ProGP" are listed beneath "Chemotherapy Hormone Therapy Growth Factors." A
straight line begins at the top of the vertical axis and ends at the right end
of the horizontal axis. "Pre-malignant Changes" appears along the straight line
above 66% Human Population measured on the vertical axis and in between
"Prevention" and "Immunotherapy" measured on the horizontal axis. "Early
Malignancy" appears along the straight line at 66% Human Population measured on
the vertical axis and in between "Immunotherapy" and "Anti-Angiogenesis"
measured on the horizontal axis. "Diagnosed Disease" appears along the straight
line at 33% Human Population measured on the vertical axis and in between
"Anti-Angiogenesis" and "Chemotherapy Hormone Therapy Growth Factors" measured
on the horizontal axis. The triangle formed by the straight line and the
horizontal axis and beginning on the left at "Diagnosed Disease" and ending on
the right at the right end of the horizontal axis is shaded.]
86
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Unique tumor antigens (TAAs) ------> Oncology Candidates
[arrow pointed down]
Target selection by differential Incyte and Celera databases
gene expression of tumors versus ------> and Synteni microarrays
normal
[arrow pointed down]
Candidate Genes prioritized ------> Bioinformatics
[arrow pointed down]
Clone full length of ------> Molecular biology
selected TAAs
[arrow pointed down]
Target validation: Manipulate CAT Antibodies
protein expression ------> Sequitur Antisense
and function (cells and oligos
animal models) Lexicon Transgenic mice
[arrow pointed down]
Design therapy: Therapeutic Animal pharmacology
antibody, epitope vaccine or ------> and tumor disease models
small molecules based Epimmune - Epitope
on validated target vaccines
87
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP.
The New Oncology Challenger
COX-2 ------------> Cancer prevention
Novel protein ProGP/A2 vaccine ------------> Bio- and Immun-
therapeutics Leridistim ologics
TPO, ProGP
Kinase platform SU-5416 ------------> Signal transduc-
SU-6668 tion
Anti-metastic MMPI COX-2 ------------> Anti-
PNU-248686 [greek letter angiogenesis
alpha]v[greek
letter beta]3
Tumor-selective PNU-159548 ------------> Cytotoxics
cytotoxic PNU-166148
PNU-166196
88
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP.
The New Oncology Challenger
SU5416
o Angiogenesis inhibitor (VEGF)
o Late-stage trials ongoing:
- Colorectal cancer
- Lung cancer
- Kaposi sarcoma
89
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
KS Treatment with SU5416
[Four photographs showing a partial view of the face of a man at "Day 0," "4
weeks," "8 weeks" and "12 weeks."]
90
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
CAMPTOSAR(R)
o Established treatment of choice
o 1st Line use - sNDA: 10/99
o Priority review
91
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Camptosar 1st Line - Survival
[Chart with "Probability" ranging from 0.0 to 1.0 on the vertical axis and
"Months" ranging from 0 to 30 on the horizontal axis. The words "Study V303" and
"P=0.032" appear on the chart. A blue line labeled as "CPT-11/5-FU/LV (N=198)"
begins at the point on the graph measured as 1.0 Probability and 0 Months and
continues (not in a straight line) to the point on the graph between 0.2 and 0.3
on the vertical axis (closer to 0.2) and between 24 and 30 on the horizontal
axis (closer to 30). A red line labeled as "5-FU/LV (N=187)" begins at the point
on the graph measured as 1.0 Probability and 0 Months and continues (not in a
straight line) to the point on the graph between 0.1 and 0.2 on the vertical
axis (closer to 0.2) and between 24 and 30 on the horizontal axis.]
92
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
The New Oncology Challenger
Building a Continuum in Cancer Therapies
Advanced 2nd Line 1st Line Adjuvant Prevention
- ---------------------------------------------------------->
Cytotoxic
- ---------------------------------------------------------->
Hormonal
- ---------------------------------------------------------------------------- >
Cytostatic
- ---------------------------------------------------------->
Supportive Care
---------- >
Prevention
93
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
P&U in 2000
Approved/
Approvable Filed 2000 Filing
-------------------------------------------------------------------------
Ellence Zyvox pegvisomant
Aromasin Axert Detrol OD
Vestra Xalatan FC Fragmin Onc
Lunelle Detrol SnET2
(label change) SU5416
Camptosar
(1st Line)
Genotropin (PWS)
Caverject DC
94
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
ZYVOX
o Pneumonia
- Community-acquired
- Hospital acquired
o Skin and soft tissue infections
- Uncomplicated
- Complicated
o MRSA infections
o VRE infections
95
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Zyvox - Community-Acquired Pneumonia (CAP)
o Equivalent to ceftriaxone/cefpodoxime
in adults with CAP
o Comparable to c/c in eradicating
S. pneumoniae (including PRSP) and
S. aureus
o In uncontrolled studies, Zyvox cured >95% of children
hospitalized with CAP
o Superior to c/c in CAP and associated bacteremia
96
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Zyvox (Trial 33) CAP with Associated Bacteremia
[Bar Chart with percentages on the vertical axis and "Evaluation of Therapy" and
"Therapeutic Outcome" on the horizontal axis, providing the following
information:
Evaluation of Therapy Therapeutic Outcome
Zyvox 96.7% 93.3%
Ceftiaxone/Cefpodoxime 73.9% 69.6%]
97
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Zyvox - Hospital Acquired Pneumonia (HAP)
o Equivalent to vancomycin for adults with HAP (with
concomitant drugs for gram negative coverage)
o Comparable to vancomycin in eradicating
S. pneumoniae and S. aureus
o Effective in eradicating MRSA in HAP
98
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Zyvox - More Patients Discharged in the First Week
[Bar Chart with percentages on the vertical axis and "Zyvox" and "Vancomycin" on
the horizontal axis, providing the following information:
Zyvox 31%
Vancomycin 12%]
MRSA Trial (Clinical Evaluation)
P less than 0.01
99
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Xalatan
o Xalatan + timolol (fixed combination)
an important addition to the Xalatan family
o NDA submitted in US and EU
o Priority Review in US
100
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Xalatan Combo - Efficacy in Glaucoma
Study 004
P=0.001
[Chart with "Diurnal IOP (mmHg)" ranging from 18 to 23 on the vertical axis and
weeks on the horizontal axis, providing the following information:
Week 0 Week 2 Week 13 Week 26
Combo between 21 between 18 and 19 between 19 and 20 between 19 and 20
and 22 (closer to 19) (closer to 19) (closer to 19)
Xalatan between 22 between 20 and 21 between 20 and 21 between 20 and 21
and 23 (closer to 21) (closer to 21)
timolol between 22 between 21 and 22 between 21 and 22 between 21 and 22]
and 23
101
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Detrol
o Label claim incontinence: 12/99
o Detrol OD - NDA in US/EU: 2/00
102
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Detrol - Study 007
o 1500 patients:
largest-ever pivotal trial in OAB
o Placebo, Detrol 2 mg BID, Detrol 4 mg OD
o 12 weeks treatment
o Primary endpoint: incontinence
103
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Detrol OD Reduces Incontinence Episodes
[Bar Chart with percentages on the vertical axis and "OD," "IR," and "Placebo"
on the horizontal axis, providing the following information:
OD between -50% and -60% (closer to -50%) P=0.0001
IR between -40% and -50% (closer to -50%) P=0.005
Placebo approximately -30%]
Study also shows:
o Reduced micturitions
o Increased volume voided
o Reduced # pads used
104
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Detrol and Detrol OD Are Well Tolerated
[Bar Chart with "Dry Mouth" on the vertical axis and "OD," "IR," and "Placebo"
on the horizontal axis, providing the following information:
OD 23%
IR 30%
Placebo 8%]
105
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
New Vestra(TM)
o Selective NRI for depression
o Unique mode of action
o Good side effect profile
o QD formulation in development
o 1999: Approvable letter
o 2000: Launch
106
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Searle Focus Over Next 12-18 Months
o Celebrex
- CLASS (outcomes trial) sNDA
- pain sNDA
o Parecoxib NDA
o Valdecoxib NDA
o Leridistim BLA
107
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
COX-2 Inhibitor Technology Platform
[Diagram with four rows. The first row is labeled "Other Indications," the
second row is labeled "Primary Indications," the third row is a row of ovals on
an arrow pointing from left to right, and the fourth row is labeled "Other
Opportunities." The "Other Indications" row consists of boxes labeled from left
to right "Pain," "GI warning-CLASS," "Juvenile RA," "Other Cancers" above "FAP,"
and "Alzheimer's." The "Primary Indications" row consists of boxes labeled from
left to right "OA, RA," "Pain, OA, RA," "Non-narcotic analgesic," and
"Inflammation, Pain." The ovals in the third row are labeled from left to right
"Celebrex," "deracoxib," "valdecoxib," "parecoxib," "Diagnostic," and "OTC." The
"Other Opportunities" row consists of boxes labeled from left to right "Line
extensions," "Veterinary COX-2 inhibitor," and "Cancer, Arthritis, Stroke,
Alzheimer's." An arrow points from "Celebrex" to "OA, RA" and an arrow points
from "Celebrex" to "Line Extensions." An arrow points from "OA, RA" to "Pain,"
"GI warning-CLASS," "Juvenile RA," "FAP," and "Alzheimer's," respectively. An
arrow points from "FAP" to "Other Cancers." An arrow points from "deracoxib" to
"Veterinary COX-2 inhibitor." An arrow points from "valdecoxib" to "Pain, OA,
RA." An arrow points from "parecoxib" to "Non-narcotic analgesic." An arrow
points from "Diagnostic" to "Cancer, Arthritis, Stroke, Alzheimer's." An arrow
points from "OTC" to "Inflammation, Pain."]
108
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
NSAIDs Non-Specifically Inhibit
Cyclooxygenases in vivo
In vivo ED50(mg/kg)
-------------------
COX-1* COX-2#
- -------------------------------------------------------------------
Indomethacin 0.1 0.2
Naproxen 0.1 1.3
Ibuprofen 0.2 2.5
Aspirin 3.7 30
Diclofenac 0.3 0.8
Etodolac 0.2 5.1
Nabumetone (6-MNA) 14 22
Piroxicam 0.1 0.9
Meloxicam 0.7 1
Celecoxib >200 0.2
Rofecoxib >200 1.2
Valdecoxib >200 0.06
* Gastric PGs
# Air Pouch PGs
109
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Scientific Leadership vs Vioxx
Celebrex Vioxx
o Chronic anti-inflammatory o OA, Acute pain and dysmennorhea
(OA/RA)
o Maximum efficacy established o Maximum efficacy dose unclear for
with clear dosing (200 mg OA) OA, pain and RA (12.5/25/50 mg ?)
o Safety established at 2-4x o Contraindicated in Europe at
therapeutic dose highest dose (50 mg)
o No dose related side effects o Dose related side effects with
with chronic use (renal/CV) chronic use (renal/CV)
o FAP indication o No cancer related data
o No interaction with methotrexate o Interaction with methotrexate
and ACE inhibitors and ACE inhibitors
o Can be used with low dose o No data with low dose aspirin
aspirin
110
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Use of COX-2 Inhibitor
in Colon Cancer Prevention
o Epidemiology with NSAIDs
- Reduction in adenoma incidence; carcinoma incidence;
and cancer-associated mortality
- Celebrex has a significantly better safety profile than NSAIDs
which had limited use
o COX-2 is over expressed in all stages of epithelial cancers
o Celebrex reduces colon adenoma and cancer development in animals with
chemically or genetically induced colon cancer
111
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
FAP Regression
[Bar Chart with "Percent Change from Baseline" on the vertical axis, "Number of
Colorectal Polyps" on the top horizontal axis, and "Randomized" on the bottom
horizontal axis, providing the following information:
Percent Change from Baseline N
Placebo approximately -5, with a "t" extending to between 15
-5 and -10
100 mg BID between -10 and -15, with a "t" extending to between 32
-15 and -20
400 mg BID between -25 and -30 (closer to -30), with a "t" 30
extending to between -30 and -35
The "400 mg BID" bar cites a footnote that reads "p=0.004 versus placebo"]
112
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
COX-2 Cancer Prevention Strategy
Clinical Studies with NCI
o Familial Adenomatous Polyposis (FAP)
- Completed and approved
o Hereditary Non-Polyposis Colorectal Cancer (HNPCC)
o Sporadic Adenomatous Polyposis (SAP)
o Actinic Keratosis (skin cancer)
o Barrett's Esophagus (esophageal cancer)
o Bladder cancer
113
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Parecoxib/Valdecoxib Summary
o Effective analgesic COX-2 inhibitors
- Efficacy comparable to ketorolac, ibuprofen, mild opiates
- Duration of action longer
- Pre-emptive efficacy
- Target product profile - narcotic sparing
- Absence of opiate side effects (CNS, GI, Resp.)
o Safety profiles consistent with COX-2 selective mechanism of action
- Does not effect platelet function or GI mucosa
o Profile supports use for providing effective, safe perioperative analgesia
114
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Parecoxib IV Dental Pain Study
Pain Intensify Difference (Categorical)
[Chart with "Mean Score" ranging from -0.5 to 1.5 on the vertical axis, and
"Hours" ranging from 0 to 24 on the horizontal axis.
A red line labeled as "Parecoxib 50 mg IV" begins at a point on the graph
between 0.5 and 1 on the vertical axis and 0 on the horizontal axis and
continues (not in a straight line) up to a peak point (between 1 and 1.5 on the
vertical axis (closer to 1.5) and approximately 2 on the horizontal axis) and
then declines (not in a straight line) to a point on the graph between 1 and 1.5
on the vertical axis (closer to 1) and 24 on the horizontal axis.
A blue line labeled as "Parecoxib 20 mg IV" begins at a point on the graph
between 0.5 and 1 on the vertical axis and 0 on the horizontal axis and
continues (not in a straight line) up to a peak point (between 1 and 1.5 on the
vertical axis and approximately 3 on the horizontal axis) and declines (not in a
straight line) to a point on the graph between 0.5 and 1 on the vertical axis
and 24 on the horizontal axis.
A pink line labeled as "Ketorolac 30 mg IV" begins at a point on the graph
between 0.5 and 1 on the vertical axis and 0 on the horizontal axis and
continues (not in a straight line) up to a peak point (between 1 and 1.5 on the
vertical axis (closer to 1.5) and approximately 5 on the horizontal axis) and
declines (not in a straight line) to a point on the graph between 0.5 and 1 on
the vertical axis and 24 on the horizontal axis.
A brown line labeled as "Parecoxib 10 mg IV" begins at the point on the graph
between 0.5 and 1.0 (closer to 0.5) on the vertical axis and 0 on the horizontal
axis and continues (not in a straight line) up to a peak point (between 0.5 and
1 on the vertical axis (closer to 1) and approximately 2 on the horizontal axis)
and declines (not in a straight line) to a point at approximately 0.5 on the
vertical axis and 24 on the horizontal axis.
A green line labeled as "Placebo" begins at the point on the graph between 0 and
0.5 on the vertical axis (closer to 0) and 0 on the horizontal axis and declines
(not in a straight line) to a point on the graph between -0.5 to 0.0 on the
vertical axis and 24 on the horizontal axis.]
115
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Parecoxib
Incidence of Gastroduodenal Ulcers
[Bar Chart with "% of Subjects" on the vertical axis and ""Placebo," "Parecoxib
BID 20 mg IV," "Parecoxib BID 40 mg IV," "Ketorolac 30 mg IV QD," and "Naproxen
500 mg PO BID" on the horizontal axis, providing the following information:
Placebo 0
Parecoxib BID 20 mg IV between 0 and 10 (closer to 0)
Parecoxib BID 40 mg IV 0
Ketorolac 30 mg IV QD between 30 and 40 (closer to 40)
Naproxen 500 mg PO BID between 10 and 20 (closer to 20)
The "Ketorolac 30 mg IV QD" bar cites a footnote that reads "Significantly
different from placebo and parecoxib; P less than 0.001. The "Naproxen 500 mg
PO BID" bar cites a footnote that reads "Significantly different from placebo
and parecoxib; P less than 0.025]
116
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with First Tier Growth Rate
Valdecoxib
Pain Relief
[Chart with "Pain Relief" ranging from 0 to 3 on the vertical axis and "Hours"
ranging from 0 to 24 on the horizontal axis.
A light blue line labeled as "Valdecoxib 100 mg" begins at a point on the graph
between 0 and 1 (closer to 0) on the vertical axis and 0 on the horizontal axis
and continues (not in a straight line) up to a peak point (between 2 and 3 on
the vertical axis and approximately 4 on the horizontal axis) and then declines
(not in a straight line) to a point on the graph between 2 and 3 on the vertical
axis (closer to 2) and 24 on the horizontal axis.
A purple line labeled as "Valdecoxib 40 mg" begins at a point on the graph
between 0 and 1 (closer to 0) on the vertical axis and 0 on the horizontal axis
and continues (not in a straight line) up to a peak point (between 2 and 3 on
the vertical axis and approximately 5 on the horizontal axis) and declines (not
in a straight line) to a point on the graph between 1 and 2 on the vertical axis
and 24 on the horizontal axis.
A blue line labeled as "Valdecoxib 20 mg" begins at a point on the graph between
0 and 1 (closer to 0) on the vertical axis and 0 on the horizontal axis and
continues (not in a straight line) up to a peak point (approximately 2 on the
vertical axis and approximately 2 on the horizontal axis) and declines (not in a
straight line) to a point on the graph between 1 and 2 (closer to 1) on the
vertical axis and 24 on the horizontal axis.
An orange line labeled as "Tylox 10/1000 mg" begins at the point on the graph
between 0 and 1 (closer to 0) on the vertical axis and 0 on the horizontal axis
and continues (not in a straight line) up to a peak point (approximately 2 on
the vertical axis and approximately 2 on the horizontal axis) and declines (not
in a straight line) to a point between 0 and 1 on the vertical axis and 24 on
the horizontal axis.
A pink line labeled as "Ibuprofen 400 mg" begins at the point on the graph
between 0 and 1 (closer to 0) on the vertical axis and 0 on the horizontal axis
and continues (not in a straight line) up to a peak point (between 2 and 3 on
the vertical axis and approximately 2 on the horizontal axis) and declines (not
in a straight line) to a point between 0 and 1 on the vertical axis and 24 on
the horizontal axis.
A green line labeled as "Placebo" begins at the point on the graph between 0 and
1 on the vertical axis (closer to 0) and 0 on the horizontal axis and continues
(not in a straight line) up to a peak point (between 0 and 1 on the vertical
axis and between 0 and 1 on the horizontal axis) and declines (not in a straight
line) to a point between 0 and 1 (closer to 0) on the vertical axis and 24 on
the horizontal axis.]
117
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Valdecoxib Phase II Osteoarthritis
WOMAC OA Index at Week 6
[Bar Chart with "Change from Baseline (Mean plus or minus SEM)" on the vertical
axis and "Dose (mg)" on the horizontal axis, providing the following
information:
Dose Change from Baseline n
Placebo 0 between 0 and 20 (closer to 20), with a "t" 82
extending to between 20 and 40 and a "t"
extending below 0
Valdecoxib 10 between 80 and 100 (closer to 80), with a "t" 79
extending toward, but ending before, 100
Naproxen 500 between 80 and 100 (closer to 80), with a "t" 75
extending toward, but ending before, 100
The "Valdecoxib" and "Naproxen" bars cite a footnote that reads "Significantly
different from placebo; P less than or equal to 0.001"]
118
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Rationale for RALES
Relevance of Brain Natriuretic Peptide (BNP) in Heart Failure
[Chart with "Cumulative Survival (%)" ranging from 0 to 100 on the vertical axis
and "Months" ranging from 0 to 50 on the horizontal axis. "P less than 0.0001"
appears on the chart. A green line labeled as "BNP < 73 pg/ml" begins at the
point on the graph at 100% on the vertical axis and 0 on the horizontal axis and
continues (not in a straight line) to a point between 80% and 100% (closer to
100%) on the vertical axis and between 40 and 50 (closer to 50) on the
horizontal axis. A blue line labeled as "BNP> 73 pg/ml" begins at the point on
the graph at 100% on the vertical axis and 0 on the horizontal axis and declines
(not in a straight line) to a point between 40% and 60% on the vertical axis and
approximately 40 on the horizontal axis.]
Plasma BNP level has been shown to be an independent predictor of mortality in
heart failure patients (Tsutamoto, 1997)
119
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
RALES
Randomized ALdactone Evaluation Study
[Chart with "Survival Probability" ranging from 0.40 to 1.05 on the vertical
axis and "Months of exposure to Aldactone" ranging from 0 to 36 on the
horizontal axis. The words "All Cause Mortality," "Relative Risk 29%" and
"p-Value < 0.0001" appear on the chart.
A green line labeled as "Aldactone and Standard Therapy (n=822)" begins at the
point on the graph at 1.00 on the vertical axis and 0 on the horizontal axis and
declines (not in a straight line) to a point between 0.60 and 0.65 (closer to
0.60) on the vertical axis and between 33 and 36 (closer to 36) on the
horizontal axis.
A red line labeled as "Standard Therapy (n=841)" begins at the point on the
graph at 1.00 on the vertical axis and 0 on the horizontal axis and declines
(not in a straight line) to a point at approximately 0.45 on the vertical axis
and between 33 and 36 (closer to 36) on the horizontal axis.
The words "Standard Therapy" cite a footnote that reads "diuretic, ACE
inhibitor, digoxin."]
120
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Eplerenone - Phase II Heart Failure
Clinically Relevant Changes in Brain Natriuretic Peptide (BNP)
[Chart with "pmol/L" ranging from -20 to 0 on the vertical axis and "Baseline"
to "Week 12" on the horizontal axis.
A green line labeled as "Placebo" begins at the point on the graph at 0 on the
vertical axis and "Baseline" on the horizontal axis and declines (in a straight
line) to a point between -4 and -6 (closer to -6) on the vertical axis and "Week
12" on the horizontal axis.
A blue line labeled as "Eplerenone" begins at the point on the graph at 0 on the
vertical axis and "Baseline" on the horizontal axis and declines (in a straight
line) to a point between -14 and -16 on the vertical axis and "Week 12" on the
horizontal axis.
A red line labeled as "Spironolactone" begins at the point on the graph at 0 on
the vertical axis and "Baseline" on the horizontal axis and declines (in a
straight line) to a point between -16 and -18 (closer to -18) on the vertical
axis and "Week 12" on the horizontal axis.]
A significant decrease (p=0.03) in plasma BNP was observed in heart failure
patients after 12 weeks of treatment with eplerenone.
Eplerenone 25-100mg; Spironolactone 25mg
121
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Eplerenone - Phase II Hypertension
[Bar Chart with "mm Hg" on the vertical axis and "Diastolic BP" and "Systolic
BP" on the horizontal axis, providing the following information:
Diastolic BP Systolic BP
Placebo between 0 and -5 (closer to 0), between 0 and 5
with a "t" extending toward, but
ending before, -5
Eplerenone between -5 and -10 (closer to -10), approximately -15, with
with a "t" extending to between a "t" extending to
-10 and -15 between -15 and -20
Spironolactone between -5 and -10 (closer to -10), between -15 and -20,
with a "t" extending to between with a "t" extending
-10 and -15 toward, but ending
before, -20
The "Eplerenone" and "Spironolactone" bars cite a footnote that reads "p < 0.05
vs. Placebo, Mean trough cuff (+/- SEM)"]
Selective binding to aldosterone receptors by eplerenone leads to sustained
antihypertensive effect throughout 24 hours.
Doses: Eplerenone 200 mg BID, Spironolactone 50 mg BID
122
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Potential Advantages of a SARA
o Improved safety profile compared to spironolactone
- Gynecomastia, testosterone levels
- SARA:
Selective Aldosterone Receptor Antagonist
o Unique indications compared to ACE and A-II inhibitors
- Mild heart failure
- Post heart attack use
o Advantages in hypertension subpopulations compared to ACE and A-II
inhibitors
- Elderly
- Blacks
123
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP. -
New Product Registration Submissions
o celecoxib o eplerenone (HTN) o ProGP (CA)
(CLASS and pain)
o celecoxib (CA o tifacogin (sepsis)
o parecoxib (pain) prevention SAP)
o valdecoxib o eplerenone (HF)
(arthritis, pain) o celecoxib (CA
prevention BC and BE)
o leridistim (CA)
[---------------------[------------------[-------------------------------------
2000 2001 2002
o pegvisomant o SU101 (CA) o PNU 101387 (schizo)
(acromegaly) o PNU 182716 o PNU 180110 (ophth)
o SU5416 (CA) (diabetes) o PNU 95666 (Parkinson's)
o SnET2 (ophth) o TPO (CA) o Vestra OD (depression)
o Detrol Od o Xalatan FFD (ophth)
(urology) o Camptosar NSLC (CA)
o Fragmin Onc
o Trelstar (CA)
124
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
PHARMACIA
CORPORATION
Ag
Hendrik Verfaillie
125
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
AG BUILT ON HIGHLY PROFITABLE BUSINESSES
Sales
[Bar chart labeled "Sales" with "$ Millions" on the vertical axis and "1996,"
"1997," "1998," and "1999E" on the horizontal axis, providing the following
information:
1996 between $2,000 million and $3,000 million (closer to $3,000 million)
1997 between $3,000 million and $4,000 million
1998 between $4,000 million and $5,000 million (closer to $4,000 million)
1999E between $5,000 million and $6,000 million (closer to $5,000 million)]
EBITDA
[Bar chart labeled "EBITDA" with "$ Millions" on the vertical axis and "1996,"
"1997," "1998," and "1999E" on the horizontal axis, providing the following
information:
1996 between $800 million and $1,000 million (closer to $1,000 million)
1997 between $1,000 million and $1,200 million (closer to $1,000 million)
1998 between $1,200 million and $1,400 million (closer to $1,200 million)
1999E between $1,200 million and $1,400 million]
EBIT
[Bar chart labeled "EBIT" with "$ Millions" on the vertical axis and "1996,"
"1997," "1998," and "1999E" on the horizontal axis, providing the following
information:
1996 between $700 million and $800 million (closer to $800 million)
1997 between $800 million and $900 million (closer to $800 million)
1998 between $800 million and $900 million
1999E approximately $800 million]
Roundup
o 5x next largest herbicide
o Consistent 18-20% vol. growth
o More than 50% revenue ex-US
Selective Chem
o Corn grass herbicides w. good margins
o New wheat herbicide for brome grass
o New wheat fungicide for take-all disease
Animal Introduction
o Prosilac is growing at 20% rate
o Very attractive operating margins
Seeds
o #1 soybean position globally
o #2 corn position globally
Biotech Traits
o RR soybeans at 50+% mkt share in US
o RR soybeans at 90+% mkt share in Argentine
Historical basis P&L for Introduction subsidiary
126
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
AG BUILT ON SOLID CROP CHEMICAL BASE
Net Sales
$Billions
[Bar chart with "Net Sales $Billions" on the vertical axis and "1996, "1997,"
"1998," and "1999" on the horizontal axis, providing the following information:
1996 between $2.0 billion and $3.0 billion (closer to $3.0 billion)
1997 between $3.0 billion and $4.0 billion
1998 between $4.0 billion and $5.0 billion (closer to $4.0 billion)
1999 between $5.0 billion and $6.0 billion (closer to $5.0 billion)
Each bar is divided into colored segments labeled "Biotech Traits," "Other,"
"Seed,""Other Chem," and "Roundup."]
o Biotech Traits
o Other
o Seed
o Other Chem
o Roundup
127
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
OUR STRATEGY IS WORKING
EVEN IN A TOUGH AG ECONOMY
(9 months Introduction Revenue 1999 vs. 1998)
[Bar chart with percentages on the vertical axis and "Cyanamid," "DuPont,"
"Introductionrevo," "Bayer," "Novartis," "Dow," "Zeneca," and "Monsanto" on the
horizontal axis, providing the following information:
Cyanamid -29%
DuPont -9%
Ag -17%
Bayer 3%
Novartis -12%
Dow -5%
Zeneca -7%
Monsanto 21%
o Continued Roundup herbicide growth
o Biotech acres grew 40+%
Source: PhillipsMcDougall and Company Reports
128
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
IMPRESSIVE EARNINGS GROWTH BUSINESS
EBIT
[Bar chart labeled "EBIT" with "$Millions" on the vertical axis and "1999E,"
"2000," "2001," and "2002" on the horizontal axis, providing the following
information:
1999E between $700 million and $900 million (closer to $700 million)
2000 between $900 million and $1,100 million (closer to $900 million)
2001 between $900 million and $1,100 million (closer to $900 million)
2002 approximately $1,100 million
The "1999E" bar is labeled "Base Business." The "2000," "2001," and "2002" bars
are divided into colored segments labeled "Base Business" and "Seed/Trait."]
EBITDA
["Bar chart" labeled "EBITDA" with "$Millions" on the vertical axis and "1999E,"
"2000," "2001," and "2002" on the horizontal axis, providing the following
information:
1999E between $1,000 million and $1,200 million
2000 approximately $1,400 million
2001 between $1,400 million and $1,600 million (closer to $1,400 million)
2002 approximately $1,600 million
Each bar is divided into colored segments labeled "EBIT," "Depr.," and "Amort."]
o Base Business o Seed/Trait o EBIT o Depr. o Amort.
129
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
EARNINGS GROWTH DRIVERS - EBIT
[Bar chart with "$ Millions" on the vertical axis and "1999E," "Roundup,"
"Seeds," "Biotech Traits," "Other," and "2000" on the horizontal axis, showing
that overall growth from "1999E" (between $600 million and $800 million) to
"2000" (between $800 million and $1,000 million) is attributable to "Roundup"
(positive number), "Seeds" (positive number), "Biotech Traits" (positive number)
and "Other" (negative number).]
130
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
ROUNDUP IS THE FOUNDATION AND DRIVER OF THE BUSINESS
Indexed (1994=100)
VOLUME
[Line chart labeled "26% CAGR" with "Volume" on the vertical axis and "94,"
"95," "96," "97," "98," and "99E" on the horizontal axis, providing the
following information:
94 100
95 between 100 and 150
96 approximately 150
97 between 150 and 200 (closer to 200)
98 between 250 and 300 (closer to 250)
99E between 300 and 350 (closer to 300)]
PRICE
[Line chart labeled "8.5% CAGR" with "Price" on the vertical axis and "94,"
"95," "96," "97," "98," and "99E" on the horizontal axis, providing the
following information:
94 100
95 between 80 and 100
96 between 80 and 100
97 approximately 80
98 between 60 and 80 (closer to 80)
99E between 60 and 80 (closer to 60)]
COST
[Line chart labeled "6.6% CAGR" with "Cost" on the vertical axis and "94," "95,"
"96," "97," "98," and "99E" on the horizontal axis, providing the following
information:
94 100
95 between 80 and 120 (closer to 80)
96 between 80 and 120 (closer to 80)
97 between 40 and 80 (closer to 80)
98 between 40 and 80 (closer to 80)
99E between 40 and 80 (closer to 80)]
GROSS PROFIT
[Line chart labeled "13% CAGR" with "Gross Profit" on the vertical axis and
"94," "95," "96," "97," "98," and "99E" on the horizontal axis, providing the
following information:
94 100
95 between 100 and 120 (closer to 120)
96 approximately 140
97 between 140 and 160 (closer to 160)
98 between 160 and 180 (closer to 180)
99E approximately 180]
131
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
ROUNDUP VOLUME GROWTH DRIVERS
Indexed Volume
(1998=100)
[Bar chart with "Indexed Volume (1998 = 100)" on the vertical axis and "1998
Volume," "Con-Till Practice," "Roundup Ready," "New Uses," and "2002E Volume" on
the horizontal axis, showing that overall growth from "1998 Volume" (100) to
"2002E Volume" (200) is attributable to "Con-Till Practice" (positive number),
"Roundup Ready" (positive number), and "New Uses" (positive number).]
132
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
WHAT IS CON-TILL?
o Conservation Tillage: A system that leaves a minimum of 30% of the soil
surface covered by crop residue by reducing, changing or eliminating
tillage to reduce soil degradation.
o Benefits:
- Grower:
o Reduction of input costs (labor, fuel, equipment usage)
o Higher soil moisture content; increased yield potential
o Improved flexibility in different weather patterns
- Environmental:
o Reduced soil erosion
o Better surface water quality
o Improved wildlife habitat
o Reduced carbon gas release
o Less air pollution
Talking Point Only
133
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
CON-TILL EXPANSION
Millions of acres
630M Acre Potential
[Bar chart with "Millions of acres" on the vertical axis and "1998," "1999E,"
"2000," "2001," and "2002" on the horizontal axis, providing the following
information:
1998 169
1999E 199
2000 241
2001 286
2002 348
Each bar is divided into colored segments labeled "Other areas," "Asia-Pacific,"
"W. Europe," "Latin America," and "North America."]
o Other areas
o Asia-Pacific
o W. Europe
o Latin America
o North America
134
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
U.S. ONLY COUNTRY WITH PATENT PROTECTION
Indexed (1992=100)
BRAZIL
[Line chart labeled "Brazil" with lines labeled "Volume" and "Price" and "92,"
"93," "94," "95," "96," "97," "98," and "99E" on the horizontal axis, providing
the following information:
Volume Price
92 100 100
93 between 100 and 150 (closer to 150) between 0 and 150 (closer to 150)
94 between 150 and 300 (closer to 150) between 0 and 150 (closer to 150)
95 between 150 and 300 between 0 and 150
96 between 300 and 450 (closer to 300) between 0 and 150
97 between 450 and 600 between 0 and 150
98 approximately 750 between 0 and 150 (closer to 0)
99E 811 between 0 and 150 (closer to 0)
(labeled "-54%")
ARGENTINA
[Line chart labeled "Argentina" with lines labeled "Volume" and "Price" and
"92," "93," "94," "95," "96," "97," "98," and "99E" on the horizontal axis,
providing the following information:
Volume Price
92 100 100
93 between 0 and 500 between 0 and 500 (closer to 0)
94 between 0 and 500 (closer to 500) between 0 and 500 (closer to 0)
95 between 0 and 500 (closer to 500) between 0 and 500 (closer to 0)
96 between 500 and 1000 (closer to 500) between 0 and 500 (closer to 0)
97 between 1000 and 1500 (closer to 1500) between 0 and 500 (closer to 0)
98 between 2500 and 3000 (closer to 3000) between 0 and 500 (closer to 0)
99E 3418 between 0 and 500 (closer to 0)
(labeled "-61%")
US
[Line chart labeled "US" with lines labeled "Volume" and "Price" and "92," "93,"
"94," "95," "96," "97," "98," and "99E" on the horizontal axis, providing the
following information:
Volume Price
92 100 100
93 between 100 and 200 (closer to 100) between 0 and 100 (closer to 100)
94 between 100 and 200 (closer to 100) between 0 and 100 (closer to 100)
95 between 100 and 200 between 0 and 100 (closer to 100)
96 between 100 and 200 (closer to 200) between 0 and 100 (closer to 100)
97 approximately 200 between 0 and 100 (closer to 100)
98 between 200 and 300 (closer to 300) between 0 and 100 (closer to 100)
99E 391 between 0 and 100 (closer to 100)
(labeled "-18%")
CANADA
[Line chart labeled "Canada" with lines labeled "Volume" and "Price" and "92,"
"93," "94," "95," "96," "97," "98," and "99E" on the horizontal axis, providing
the following information:
Volume Price
92 100 100
93 between 100 and 200 (closer to 100) between 0 and 100 (closer to 100)
94 between 100 and 200 (closer to 200) between 0 and 100 (closer to 100)
95 between 200 and 300 between 0 and 100 (closer to 100)
96 between 200 and 300 between 0 and 100 (closer to 100)
97 between 300 and 400 (closer to 300) between 0 and 100 (closer to 100)
98 between 300 and 400 (closer to 400) between 0 and 100 (closer to 100)
99E 453 between 0 and 100 (closer to 100)
(labeled "-32%")
135
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
US ROUNDUP STRATEGY SOUND AND IN PLACE
o Worldwide cost and scale leadership
- supply agreements
- continued cost improvements
o Take advantage of price elasticity by driving con-till adoption and moving
into new uses
o Brand differentiation --> premiums
- Roundup Ultra is a proprietary formulation
- Additional formulations in development
o Strong distribution system
- Distributor margins aligned with branding strategy
136
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
OUR SEED PARTNERSHIPS POSITION US
WELL FOR THE FUTURE
[Map of World in background]
NORTH AMERICA EUROPE/AFRICA
o Corn #2 o Wheat #1
o Soybeans #1 o Oilseeds #1
o Cotton #1 o Cotton #1
ASIA
o Corn #1
o Cotton #1
LATIN AMERICA
o Corn #1
o Soybean #1
137
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
SEEDS/TRAITS BUSINESS DRIVEN BY CORN AND SOYBEANS
REVENUE GROWTH (99-02)
[Bar chart with "$ Millions" on the vertical axis and "1999," "Corn," "Soy,"
"Other," and "2002" on the horizontal axis, showing that overall growth from
"1999" (between $1,500 million and $2,000 million, closer to $1,500 million) to
"2002" (between $2,500 million and $3,000 million, closer to $2,500 million) is
attributable to "Corn" (positive number), "Soy" (positive number), and "Other"
(positive number).]
138
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
NEAR-TERM SEED BUSINESS PROFITABILITY DRIVERS
o Volume/Margin Drivers
- Seed product mix - Brazil and Asia corn markets shift from varietals
to hybrids
- 25% increase in biotech acres between `99-02
o Cost Drivers
- $225M over 3 years
o Seed production and handling technology improvements
o Production and administrative people reductions
o Facility rationalization
139
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
WORLDWIDE BIOTECH TRAIT ACREAGE
Million Acres
[Bar chart with "Millions of Acres" on the vertical axis and "1996, "1997,"
"1998," and "1999" on the horizontal axis, providing the following information:
1996 3
1997 18
1998 58
1999 86
The "1996" bar is divided into colored segments labeled "Bollgard" and "RR
Soybeans." The "1997" bar is divided into colored segments labeled "RR Canola,"
"Yieldgard," "RR Cotton," "Bollgard," and "RR Soybeans." The "1998" and "1999"
bars are divided into colored segments labeled "Stacked Cotton," "RR Canola,"
"RR Corn," "Yieldgard," "RR Cotton," "Bollgard," and "RR Soybeans."]
o Stacked Cotton
o RR Canola
o RR Corn
o Yieldgard
o RR Cotton
o Bollgard
o RR Soybeans
140
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
EARLY INDICATIONS FOR 2000 PLANTINGS
SEPT -- OCT `99 OCT -- NOV `99 DEC '99 -- JAN '00
1999 HARVEST --> MARKET RESEARCH --> EARLY ORDERS
o 99% elevators o 2 rounds of mkt o Consistent with mkt
accepted export research data yielded research, early orders
approved grain consistent results indicate biotech
o Niche mkt developed o Customer acreage flat to up
at less than 1% of satisfaction again at in 2000
total market 90%+ for RR soybeans
o Few examples of and corn
premiums for
non-biotech
o All major processors
accepted biotech grain
141
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
WORLDWIDE REGULATORY AUTHORITIES
AFFIRM SAFETY OF BIOTECH
[Map of World in background]
51+ approvals in United States
38+ approvals in Canada
30+ approvals in Japan
12 approvals in European Union
3 approvals in Mexico
3 approvals in Argentina
3 approvals in Australia
1 approval in Brazil
1 approval in CIS
142
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
US CONSUMERS ARE NOT INDICATING CONCERN ABOUT BIOTECHNOLOGY
What, if anything, do you feel are the greatest threats to the safety of the
food you eat?
US Canada Brazil UK Germany France Japan
Food
handling/storage 39 25 34 15 17 7 4
Pesticides 37 37 69 32 42 34 27
Bacterial
contamination 21 18 25 11 23 10 5
Artificial
ingredients 7 12 21 10 17 10 25
GM Foods 2 9 1 21 15 19 11
Disease from
animals 2 3 13 9 30 18 1
[The "Pesticides" and "GM Foods" rows are highlighted.]
Unaided - voluntary responses; November, 1999
143
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
OUR PLAN IS ACHIEVABLE - UPSIDES/DOWNSIDES
IMPACT
Biotech Improvement +++
Economic Stabilization in Brazil ++
Roundup Pricing/Elasticity ++
Roundup Pricing (-)
Further Biotech Slowdown (-)
144
<PAGE>
PHARMACIA CORP -- A First Tier Pharma Competitor with a First Tier Growth Rate
- ------------------------------------------------------------------------------
SUMMARY
|X| Industry Leader in Herbicides with substantial elasticity and growth
remaining
|X| World leading seed business
|X| Leading Biotech business with great potential
|X| Industry leading pipeline
145
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Pharmacia Corporation
Financials
Chris Coughlin
146
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Financial Highlights
o Financial performance driven by a patent protected portfolio of
pharmaceutical products and the strong Ag Roundup franchise
o Company profit margin will expand from 15% to 20% by 2002
o Additional earnings leverage will result from debt reduction and improved
tax rate
o Ag has consistently delivered strong performance and maintains a bright
future
o Pharmaceutical growth coupled with the planned partial Ag IPO provide
valuation and P/E multiple expansion opportunities
147
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP. Should Exhibit First Tier Growth in Sales and Earnings
($ Millions
except per share data)
1999E 2000 2001 2000 CAGR
Proforma* (99-02)
Sales $16,500 $19,000+ $22,000+ $25,000+ 13-15%
EPS $1.25 $1.55-1.62 $1.90-1.95 $2.30-2.40 20%+
* Proforma 1999 PHARMACIA CORP. from consensus analysts est.
148
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP.'s Profit Will be Driven by Pharmaceuticals
($ Millions) 1999Est % of Total 2002 % of Total
- --------------------------------------------------------------------------------
Sales
Rx/Other Pharma 11,200 68% 17,000+ >70%
Ag 5,200 32% 7,000+ <30%
---------------------------------------------------------
16,400 100% 25,000+ 100%
EBIT
Rx/Other Pharma 1,750 71% 3,500++ 78%
Ag 700 29% 1,000+ 22%
---------------------------------------------------------
2,450 100% 4,500+ 100%
149
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP. Sales Growth
Sales CAGR
1999E (99-02)
- --------------------------------------------------------------
Rx $ 9,500 16-18%
Other Pharma $ 1,700 6-7%
------ -------
Total Pharma $ 11,200 14-15%
Ag $ 5,200 10-12%
------ -------
Total Company $ 16,400 13-15%
150
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Pharmaceuticals Profitability Driven by Sales Growth and Margin Expansion
($ Millions) 1999Est 2000 2002 Comments
- --------------------------------------------------------------------------------
Sales $11,000+ $13,000+ $17,000+ Growth driven by new
product launches
GM 77% 79% 81% Higher margin new
products
SG&A 42% 42% 41% Synergies, help fund
$4,500+ $7,000+ product launches
without partnering
R&D 19% 18% 17% First Tier Spend,
$2,000+ $3,000+ synergies drive
spending growth lower
than sales
EBIT 16% 19% 22% First Tier Growth
151
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Ag Subsidiary Profitability Grounded in Solid Roundup Base
($ Millions) 1999 Est 2000 2002 Comments
- --------------------------------------------------------------------------------
Sales $5,000+ $6,000+ $7,000+ Roundup growth, traits
represent 6% of sales
over the period
GM 51% 51% 47% Roundup pricing/volume
strategy
SG&A 27% 26% 24% Margin improvements
from seed integration,
volume growth and
reduced amortization
R&D 11% 10% 9% Steady level of
investments
EBIT 13% 15% 15% Continued growth
152
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Ag Will Grow on Solid Foundation (99-02)
[Bar chart with "Revenue" in millions of dollars on the vertical axis and 1996,
1997, 1998, 1999E and 2002 on the horizontal axis, providing the following
information:
1996 between $2,000 million and $4,000 million (closer to $2,000 million)
1997 between $2,000 million and $4,000 million (closer to $4,000 million)
1998 between $4,000 million and $6,000 million (closer to $4,000 million)
1999E between $4,000 million and $6,000 million
2002 between $6,000 million and $8,000 million]
[Bar chart with "EBIT" in millions of dollars on the vertical axis and 1996,
1997, 1998, 1999E and 2002 on the horizontal axis, providing the following
information:
1996 between $600 million and $800 million (closer to $800 million)
1997 between $800 million and $1,000 million (closer to $800 million)
1998 between $800 million and $1,000 million (closer to $800 million)
1999E approximately $800 million
2002 between $1,000 million and $1,200 million]
[Bar chart with "EBITDA" in millions of dollars on the vertical axis and 1996,
1997, 1998, 1999E and 2002 on the horizontal axis, providing the following
information:
1996 between $500 million and $1,000 million (closer to $1,000 million)
1997 approximately $1,000 million
1998 between $1,000 million and $1,500 million (closer to $1,000 million)
1999E between $1,000 million and $1,500 million
2002 between $1,500 million and $2,000 million (closer to $1,500 million)]
|| Roundup volume gross 18-20% per annum while price reduced 8% per year
|| Biotech acres grow 7% compounded between 1999 and 2002 with no European
plantings
|| Seed product mix shifts to higher margin hybrids (Asia and Latin America)
|| Seed integration saves $225M over 3 years
153
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
PHARMACIA CORP. Financial Summary - Total Company
($ Millions) 1999 2000 2002 Comments
- --------------------------------------------------------------------------------
Sales $16,000+ $19,000+ $25,000+ 75% of sales growth
Pharma
GM 69% 70% 71% Pharma product mix,
Roundup price decline
SG&A 37% 37% 36% Synergies fund product
launches
R&D 17% 15% 15% $1 Billion increase
$2,500+ $3,500+
EBIT 15% 18% 20%
Net Income 9% 11% 13% Interest expense and
- -------------- tax rate reduction
Effective Tax
Rate 32% 32% 31%
154
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Cost Synergies of $600M Will Phase in Over Three Years
[Bar chart with cost synergies in millions of dollars on the vertical axis and
2000, 2001 and 2002 on the horizontal axis providing the following information:
2000 between $100 million and $200 million (closer to $100 million)
2001 between $300 million and $400 million (closer to $400 million)
2002 $600 million (broken down in three parts: $125 million, $200 million
and $275 million)]
SG&A
|| Consolidate Corp and Pharma HQ to Peapack, NJ
|| Admin saving in 25 key markets worldwide
|| Reduce Sales Force expansion of Searle Europe and P&U US
R&D
|| Geographies and cost avoidance
|| Searle European Development Center
|| Clinical trials and infrastructure
|| US, Europe, Japan
|| Efficiencies and cost avoidance
|| Technology acquisitions
|| Preclinical Development capacity
Manufacturing/Distribution
|| Consolidate distribution in major markets worldwide
|| Procurement savings
|| Improved capacity utilization
155
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Synergy
($ Millions) Cost Base Estimated % of
1999E Savings Cost Base
- --------------------------------------------------------------------------------
SG&A
Total Co. 6,100 5%
Pharma 4,700 275 6%
R&D
Total Co. 2,700 7%
Pharma 2,100 200 10%
COGS
Total Co. 5,200 2%
Pharma 2,600 125 5%
- --------------------------------------------------------------------------------
Total Co. 14,000 4%
Pharma 9,400 600 6%
BOOK ONLY
156
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Cost Synergies Pharma and Corporate
(Estimates)
Distribution of Savings
[Pie chart depicting the "Pharma" piece greater than the "Corporate" piece.]
$600 Million Total
% of Pharmaceutical Cost Base
[Bar chart with categories on the vertical axis and percentages ranging from 0%
to 20% on the horizontal axis, providing the following information:
Administration approximately 20% (all cost reduction)
Distribution between 10% and 15% (all cost reduction)
R&D between 5% and 10% (closer to 10%) (part cost reduction and
part cost avoidance)
Sales between 0% and 5% (closer to 5%) (all cost avoidance)
Marketing between 0% and 5% (closer to 5%) (part cost reduction and
part cost avoidance)
Manufacturing between 0% and 5% (closer to 5%) (part cost reduction and
part cost avoidance)
Total between 5% and 10% (closer to 5%) (part cost reduction and
part cost avoidance)]
BOOK ONLY
157
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Merger Cost Synergies
[Bar chart with "% of Combined Pharma Sales" on the vertical axis and companies
on the horizontal axis, providing the following information:
PHARMACIA 5.3%
Glaxo SmithKline 5.4%
Pfizer/Warner 5.6%
Sanofi/Synthelabo 6.5%
AstraZeneca 8.6%]
Source: JP Morgan
BOOK ONLY
158
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Pharmaceuticals Business Profit Margin
[Bar chart with percentages ranging from 10% to 25% on the vertical axis and
profit margin components on the horizontal axis, providing the following
information:
1999 Operating Margin 16.0%
Cost Synergies 3.0%
Revenue Synergies 1.5%
Portfolio Mix 1.5%
2002 Operating Margin 22.0%]
BOOK ONLY
159
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Debt Reduction Drives Lower Interest Expenses
($ Millions) 1999 2000 2001 2002
- --------------------------------------------------------------------------------
Debt (Net of Cash) $6,400 $4,500 $2,500 $1,000
Interest $420 $325 $250 $125
Interest Coverage 5x 10x 16x 37x
Debt Reduced by:
o Proceeds from N&C divestures
o Operating Cash Flow
Debt will be further reduced by proceeds from Ag IPO not included
160
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
EPS - Continuing Operations
1999-2002
[Bar chart with EPS ranging from 0.0 to 2.5 on the vertical axis and EPS
components on the horizontal axis, providing the following information:
Proforma EPS 1999 1.25(1)
Discontinued Operations (0.07)
Cost Synergies 0.30
Pharma Sales Growth 0.62
Ag 0.20
Proforma EPS 2002 2.30-2.40
(1) Analyst Consensus
BOOK ONLY
161
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
EPS - Accretion/Dilution
2000 2001
- --------------------------------------------------------------------------------
To Pharmacia & Upjohn Shareholders (6%) 0%
To Monsanto Shareholders +28% +12%
Source: First Call
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PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
Summary
|| First tier growth in sales and earnings
-- Earnings growth driven by Pharma
-- Margin expansion in Pharma
|| Ag Subsidiary earnings grounded in solid Roundup base
|| Achievable synergy estimates, top management committed to timely
realization
|| Strong cash flow together with divestitures will reduce debt rapidly
Main Menu Next Presentation
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PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
PHARMACIA Corporation
Summary
Fred Hassan
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Merger Success Drivers
o Focus on the customers - protect market share!
o "One company" mentality via new company culture
- Zero tolerance for fiefdoms and silos
o Alignment of management behaviors with corporate strategy
o Swift and effective integration of management systems
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Merger Principles
o Meritocracy - select the best
o Shared accountability
o Transparency
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Top Management Committed to
Timely Integration
Inegration Timetable
-------------------
STEP 1: Dec 99 -> Closing
- - Develop integration plan
STEP 2: Closing -> End 2000
- "Quick hits"
- Action plan for major synergies
STEP 3: Jan 01 -> Jun 01
- Execute major synergies
STEP 4: June 2001 ->
- Execute mid-course corrections
- Follow through on major synergies in
R&D, Supply
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PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
WHAT WE'LL DELIVER
/v/ Proven management that delivers on its promises
/v/ Unmatched growth strategy: 1 + 1 > 2
- Turbo-charged Pharma!
/v/ Achievement of clear financial goals:
SALES GROWTH EPS GROWTH 20%+
(CAGR 99-02)
Rx 16-18%
Total 13-15% EBIT MARGIN IMPROVEMENT
500 bp+ (99-02)
(CAGR 99-02)
/v/ Rationalization and synergies achieved on or AHEAD of schedule
/v/ First Tier growth from a bottom tier P/E multiple
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PHARMACIA CORP - A First Tier Pharma Competitor With a First Tier Growth Rate
[PHARMACIA CORPORATION LOGO]
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These materials contain certain forward-looking statements, including, among
other things, statements regarding each company's or the combined company's
anticipated financial or product performance, pipeline, plans for growth,
expected cost savings from the merger and other statements relating to future
events. These forward-looking statements are based on current expectations, but
actual results may differ materially from anticipated future events or results.
Certain factors which could cause each company's individual and the combined
company's actual results to differ materially from expected and historical
results are described in Monsanto's and Pharmacia & Upjohn's periodic reports
filed with the Securities and Exchange Commission, including Monsanto's and
Pharmacia & Upjohn's 1998 annual reports, on Forms 10-K and Exhibits 99 thereto,
respectively, and the preliminary proxy statement relating to the merger filed
by each Monsanto and Pharmacia & Upjohn on Schedule 14A on January 28, 2000.
The forward-looking information included in these materials filed pursuant to
Rule 425 under the Securities Act of 1933 filed on February 2, 2000, is based on
information prepared by the managements of Monsanto and Pharmacia & Upjohn,
adjusted to give effect to the merger. The forward-looking information is not
intended to comply with the presentation and disclosure guidelines for
prospective financial information of the Securities and Exchange Commission or
the American Institute of Certified Public Accountants.
The forward-looking information included in these materials filed pursuant to
Rule 425 under the Securities Act of 1933 filed on February 2, 2000, has been
prepared by, and is the responsibility of, the managements of Monsanto and
Pharmacia & Upjohn. Deloitte & Touche LLP and PricewaterhouseCoopers LLP have
not examined, compiled or performed any procedures with respect to the
forward-looking information and, accordingly, Deloitte & Touche LLP and
PricewaterhouseCoopers LLP do not express an opinion or other form of assurance
with respect thereto and disclaim any association with, the forward-looking
information.
Monsanto and Pharmacia & Upjohn have filed a preliminary joint proxy statement
and prospectus with the United States Securities and Exchange Commission (the
"SEC"). In addition, Monsanto and Pharmacia & Upjohn will be filing a definitive
joint proxy statement/prospectus and other relevant documents concerning the
merger with the SEC. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Monsanto will be available free of charge from
the Secretary of Monsanto at 800 North Lindbergh Blvd., St. Louis, Missouri
63167, Telephone (314) 694-1000. Documents filed with the SEC by Pharmacia &
Upjohn will be available free of charge from the Corporate Secretary of
Pharmacia & Upjohn, 100 Route 206 North, Peapack, NJ 07977, Telephone (888)
768-5501. READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
Monsanto, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Monsanto stockholders in
favor of the merger. Information concerning the participants in the solicitation
is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on
January 25, 2000.
Pharmacia & Upjohn, its directors, executive officers and certain other members
of management and employees may be soliciting proxies from Pharmacia & Upjohn
stockholders in favor of the merger. Information concerning the participants in
the solicitation is included in filings under Rule 425 made by Pharmacia &
Upjohn with the SEC on January 27, 2000.
