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WRITTEN COMMUNICATION COMPRISED OF SLIDES SHOWN DURING AN ANALYST
PRESENTATION DATED AUGUST 16, 2000
SLIDE 0
This slide contains the text "Chiron - Science for Life" accompanied by a
Chiron logo, and the date "August, 2000".
SLIDE 1
This slide is entitled "Forward Looking Statement," and contains the
following text: "Today's presentation contains both historical information
and forward-looking comments. Actual events or results may differ materially
from these expectations. For a complete discussion of the factors that may
affect operating and financial results, please see Chiron's documents filed
with the SEC, including its most recent 10-K and 10-Q."
SLIDE 2
This slide is titled, "Important Information," and contains the following
text: "PathoGenesis shareholders should read Chiron's tender offer statement
on Schedule TO and PathoGenesis' Solicitation/Recommendation Statement on
Schedule 14D-9 when they are available because they will contain important
information. The Schedule TO, the Schedule 14D-9 and other filed documents
will be available for free at the Securities and Exchange Commission's
website at www.sec.gov. In addition, the Schedule TO will be available from
Chiron Corporation, 4560 Horton Street, Emeryville, California, 94608,
Telephone: (510) 655 8729 and the Schedule 14D-9 will be available from
PathoGenesis Corporation, 201 Elliott Avenue West, Seattle, Washington,
98119, Telephone: (206) 467-8100. This announcement is neither an offer to
purchase nor a solicitation of an offer to sell securities of PathoGenesis.
The tender offer will be made solely by an offer to purchase and related
letter of transmittal to be disseminated upon the commencement of the tender
offer."
SLIDE 3
This slide is titled, "Chiron & PathoGenesis - A Global Player in Infection,"
and contains the logos of each of Chiron and PathoGenesis Corporation.
SLIDE 4
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives." It contains the following text:
- Powerful anti-infectives franchise making a difference in peoples lives
- Full line of products in therapeutics, vaccines and blood testing
- Fully integrated US & Europe commercial operations
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- Comprehensive anti-infective R&D skills & capabilities
- Complementary skills, compatible culture and values
- Focused on delivering shareholder value
SLIDE 5
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives," and presents a table comparing the two
companies by categories including "Headquarters," "Research & Development,"
"Commercial Operations," "Market Cap," and "Employees." The tabular
information for Chiron reads as follows: "Headquarters: Emeryville, CA;
Research & Development: Emeryville, Siena; Commercial Operations: Amsterdam,
Emeryville, Marburg; Market Cap: 8.9 B; Employees 3300." The tabular
information for PathoGenesis reads as follows: "Headquarters: Seattle, WA;
Research & Development: Seattle, WA; Commercial Operations: Skokie, IL,
Annandale, NJ, London; Market Cap: 500 M; Employees: 300."
SLIDE 6
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives" and presents a timeline depicting a
sequence of events in the histories of both companies. "1981: Chiron
founded;" "1981: HBV antigen for 1st genetically engineered human vaccine;"
"1984: Cloned and sequenced HIV genome;" "1987: Cloned HCV genome;" "1988:
Introduced HBV diagnostic blood test;" "1989: Prokeukin-Registered Trademark-
approved in EU (kidney cancer);" "1990: First blood test for HCV;" "1991:
Pathogenesis founded;" "1993: Betaseron-Registered Trademark- approved;"
"1996: bDNA HIV viral load;" "1997: TOBI-Registered Trademark- approved
(US);" "1999: TOBI-Registered Trademark- approved (UK, Canada, Argentina,
Israel);" "1999: NAT adopted by Australian Red Cross Blood;" "2000:
Menjugate-TM- approved UK;" "2000: Fluad-TM- approved in EU."
SLIDE 7
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives." It depicts in graph format the
progress of arrows labeled "Anti-Viral Diagnostics (Blood Testing),"
"Anti-Viral/Anti-Bacterial (Vaccines)," "Anti-Bacterial Therapeutics" and
"Anti-Viral Therapeutics" along columns labeled "Research," "Development,"
"Manufacturing" and "Commercial Products." The arrows labeled "Anti-Viral
Diagnostics (Blood Testing)," "Anti-viral/Anti-Bacterial (Vaccines)" and
"Anti-Bacterial Therapeutics" are shown stretching across all four columns
and the arrow labeled "Anti-Viral Therapeutics" is shown stretching across
the columns labeled "Research" and "Development," but stopping short of the
column labeled "Manufacturing."
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SLIDE 8
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives," and contains a map of the land masses
of the world excluding certain polar regions, with color-coded icons
resembling beakers situated over certain countries or regions. Beakers
labeled "BioPharmaceuticals" are positioned on the United States, Canada, the
United Kingdom and Ireland, France, Eastern Europe and the Middle East.
Beakers labeled "Vaccines" are positioned on the United States, Argentina,
Scandinavia, India and Japan. Beakers labeled "Blood Testing" are positioned
on the United States, South Africa, Southeast Asia and Australia.
SLIDE 9
This slide, titled "BioPharma," depicts four arrows stretching eastward over
a maps of the United States and Europe. Above the respective maps are the
labels "U.S." and "Europe." The first arrow from the top is labeled
"Proleukin-Registered Trademark-" and shows a picture of the product, a
graphic of an office building or factory, which stands for "Manufacturing,"
above the U.S. map and a picture of a globe with a graphic representation of
a handshake taking place in front of the globe, which stands for "Marketing."
The second arrow from the top is labeled "TOBI-Registered Trademark-" and
shows a picture of the product, a graphic of an office building or factory,
which stands for "Manufacturing," above the U.S. map and a picture of a globe
with a graphic representation of a handshake taking place in front of the
globe, which stands for "Marketing." The first and second arrow each point
to the words "Chiron" and a Chiron logo featuring a centaur bearing a medical
symbol. The second arrow from the bottom is labeled "Betaseron-Registered
Trademark-" and shows a picture of the product, a graphic of an office
building or factory, which stands for "Manufacturing," above the U.S. map and
a graphic of a small pile of paper currency, which stands for "Royalties,"
over the map of Europe. This arrow points to the logos of Schering and
Berlex. The arrow at the bottom is labeled "Regranex-Registered Trademark"
and shows a picture of the product, a graphic of an office building or
factory, which stands for "Manufacturing," above the U.S. map. This arrow
points to the logos of Johnson & Johnson and Ortho-McNeil.
SLIDE 10
This slide, titled "Proleukin-Registered Trademark-," shows the Proleukin
logo and a picture of the product. It is followed by the text "Approved for
Metastatic Melanoma and Metastatic Renal Cell Carcinoma; Growth
opportunities: Increase market penetration; Potential use in HIV; Leverage
immunomodulatory action; Develop franchise improvements."
SLIDE 11
This slide, titled "TOBI-Registered Trademark," shows the TOBI logo and a
picture of the product. It is followed by the text "Only inhaled antibiotic
approved for pseudomonal lung infections in CF patients; approved in North
America; mutual recognition in Europe; Growth opportunities: NextGen,
Bronchietasis, Ventilator-associated pneumonia & lung transplant infections."
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SLIDE 12
This slide, titled "Betaseron-Registered Trademark-," shows logos of Berlex
and Schering and a picture of the product. It is followed by the text
"Relapsing Remitting: Approved U.S./Europe; Secondary Progressive Multiple
Sclerosis: Approved Europe/filed U.S.; Growth opportunities: Additional
global approvals in SPMS, Develop franchise improvements."
SLIDE 13
This slide, titled "Regranex-Registered Trademark- (Platelet Derived Growth
Factor)," shows the logo of Regranex and a picture of the product, along with
the logo for Johnson & Johnson. It is followed by the text "Approved in
diabetic foot ulcers; Growth opportunities: Approval in additional
geographies, Additional indications."
SLIDE 14
This slide, titled "Vaccines," contains a map of the land masses of the world
excluding Antarctica, with countries or regions labeled "Rest of EU,"
"Germany" and "Italy" projected our from the map in bold color, and the
United States and India projected out from the map in grey. Color-coded
icons resembling beakers are situated over those countries or regions. A
beaker over each of the United States and India represents "Rabies." Beakers
over Germany represent "Diphtheria, Tetanus, Acellular Pertussis;" "Mumps,
Measles, Rubella;" "Hepatitis A, Hepatitis B;" "Rabies;" "Haemophilus
influenza;" "Tick-borne Encephalitis;" and "Flu." Beakers over the rest of EU
represent "Diphtheria, Tetanus, Acellular Pertussis;" "Mumps, Measles,
Rubella;" "Haemophilus influenza;" "Tick-borne Encephalitis;" "Flu;"
"Menjugate." Beakers over Italy represent "Diphtheria, Tetanus, Acellular
Pertussis;" "Mumps, Measles, Rubella;" "Hepatitis A, Hepatitis B;" "Rabies;"
"Haemophilus influenza;" "Tick-borne Encephalitis;" and "Flu." In the
north-east corner of the map is situated the logo for Aventis; in the
south-west corner of the map is situated the logo for Riivm; and in the
south-east corner of the map is situated the logo for SmithKline Beecham.
SLIDE 15
This slide, titled "Menjugate-TM-," shows the logo of Menjugate and a picture
of the product. It is followed by the text "Approved in the UK March 1,
2000; Chiron awarded UK tender for $100M+; Chiron awarded Ireland tender;
Other upsides possible."
SLIDE 16
This slide, titled "Blood Testing," shows two pictures of blood testing
apparatuses or equipment and the logo for Johnson & Johnson and a logo
containing the text "GEN-PROBE, Pioneering Advances in Healthcare Through DNA
Probes."
SLIDE 17
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This slide, titled "Blood Testing - NAT - Procleix Test" shows, under the
label "eSAS" in the upper left hand corner, a picture of a blood testing
apparatus. Under this picture is the following text: "Semi-automated system,
eSAS: 501K filing in process; Broadly used for all NAT testing, worldwide."
In the upper right hand corner, under the label "Software," is a picture of a
desktop PC and a peripheral device. Under this picture is the following
text: "501K filing in process." In the lower right hand corner, under the
label "Assays," is a graphic representation of a collection of scientific
measuring vessels. To the right of this picture is the following text: "BLA
filing in process; Procleix1: HCV and HIV-1; Next generation assays; add
viruses."
SLIDE 18
This slide, titled "Approval Process" presents two timelines depicting
sequences of events titled "ROW" and "US". The timeline labeled "ROW" has
entries for the following events: at time "Pre-NAT", "Organize blood testing
systems, Consolidate sites," followed by "Clinical studies;" at time
"[greater-than-or-equal-to symbol]6-9 mos," "Evaluation study," followed by
"Government selects technology," followed by "Tendered award;" at time
"[less-than-or-equal-to symbol]1-4 mos," "Implement equipment, Operation
training, Logistical facility modification," followed by "Go live." Between
each of the points in time designated "Clinical studies," "Evaluation study,"
"Government selects technology" and "Tendered award," an arrow points from a
box in which is printed the words "Possible approval," and which is
accompanied by a check mark. The timeline labeled "US" has entries for the
following events: following time "BLA Process," the entries read,
"Consolidate blood banks; IND filing; Clinical tests; Rolling submission;
Complete BLA; Approved; Construct revenue; Go live."
SLIDE 19
This slide, titled "Evaluation Study," presents a hierarchical graph at which
an oval labeled "Technology Evaluation" is at the top. Three lines connect
the oval with the next level of the hierarchy, three ovals labeled "TMA,"
"Seriological" and "PCR." Under each of "TMA" and "PCR" are rectangles
labeled "Pool" and "IDT."
SLIDE 20
This slide, titled "Blood Testing: Product Testing & Approval," contains a
map of the land masses of the world excluding certain polar regions, with
color-coded icons of vials situated over certain countries or regions. Vials
labeled "Testing" are positioned on the United States, the United Kingdom,
Italy, Portugal and South Africa. Vials labeled "Approved" are positioned on
France, Spain, Germany, Southeast Asia and Australia.
SLIDE 21
This slide, titled "Leveraging Technology -- Intellectual Property," shows
the following headings labeled upon arrows, which are pointing to the text
which follows them in bullet point format: "Patents: Alphavirus, HCV,
Herceptin;" "Licensing Technology: Non-exclusive HCV license to Glaxo
Wellcome, Semi-exclusive HCV license to Abbott &
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Bayer, PCR to Roche;" and "Product Licenses: HBV vaccine to Merck, Insulin
to Novo Nordisk."
SLIDE 22
This slide, titled "Research & Development," shows pictures of various
products, beakers, petri dishes and scientific equipment.
SLIDE 23
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives." It is titled "Combining Research &
Development Strengths" and depicts the respective strengths of each company
in a product development cycle. It contains a graphic titled
"Anti-Bacterial/Anti-Infective Product Development Cycle" which depicts a
band labeled with the logos of each of Chiron and PathoGenesis and containing
9 colored rectangles stretching under the text "Target Discovery -- > Drug
Discovery -- > Pre-Clinical Development -- > Clinical Development," with an
arrow at the end of the band pointing to a box with the title "New Antibiotic
Drugs." In the box is the text, "Respiratory Tract," "Hospital Use," "Broad
Spectrum" and "Community Use." A key identifies the color purple with the
text "Chiron Strengths" and rectangles labeled "HTS," "Small Molecule
Libraries," "Combichem," and "Medicinal Chemistry" within the band are
purple. A key identifies the color blue with the text "PathoGenesis
Strengths" and rectangles labeled "Molecular Genetics," "Bacterial Genomics,"
"Animal Pharmacology Models," and "Anti-Bacterial Development Experience"
within the band are blue. One rectangle, labeled "Microbiology," is a
mixture of both blue and purple.
SLIDE 24
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives," and depicts graphically the respective
strengths of each company in research, development, and commercial products.
It contains a graphic which depicts a band labeled with the logos of each of
Chiron and PathoGenesis and containing 14 colored rectangles stretching under
the text, "Research -- > Development -- > Commercial Products," with an arrow
at the end of the band pointing to an area in which a picture of two vials of
Menjugate-TM- and a picture of a package of TOBI-Registered Trademark- are
located. A key identifies the color blue with the text "Chiron Strengths" and
rectangles labeled "Functional Genomics; Small Molecule Drug Discovery;
Prophylactic Vaccines; Therapeutic Vaccines; HIV Therapy; Immuno Stimulator;
Sepsis Therapy; Prophylactic Vaccines" within the band are blue. A key
identifies the color purple with the text "PathoGenesis Strengths" and
rectangles labeled "Bacterial Genomics; Microbiology Pharmacology; New Broad
Spectrum Antibiotics; Chemistry Mfg.; Inhalation Technology; TOBI-Registered
Trademark-" within the band are purple.
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SLIDE 25
This slide contains the logos of each of Chiron and PathoGenesis and the text
"A Global Player in Anti-Infectives," and contains the following text:
"Infection: TOBI-Registered Trademark- Cystic Fibrosis; Procleix-TM- eSAS;
Menjugate-TM-; Fluad-TM-; 30 vaccines;" "Cancer; Proleukin-Registered
Trademark- Metastatic Melanoma; Proleukin-Registered Trademark- Renal Cell
Carcinoma; Depocyt-Registered Trademark-;" "Other Opportunities:
Betaseron-Registered Trademark- / Betaferon-Registered Trademark-;
Regranex-Registered Trademark-."
SLIDE 26
This slide, titled "Research & Development Pipeline," contains a graph on
which the column headings are "Preclinical," "Phase I," "Phase II" and "Phase
III/IV." The first row is labeled "Infection," and has under "Preclinical"
the text "HBV NAT assay, Vaccines: HIV, HCV, Men B, H.pylori, Small
molecules: HCCV, PA 1806, 824;" has under "Phase I" the text "MIV-150 (HIV);
TIGRIS-TM-; TOBI-Registered Trademark- for ventilator associated pneumonia;
TOBI-Registered Trademark- NextGen;" has under "Phase II" the text
"TOBI-Registered Trademark- for severe bronchiectasis, TOBI-Registered
Trademark- for lung transplant, HBV Immunotherapy;" and has under "Phase
III/IV" the text "TOBI-Registered Trademark- (CF), Menjugate-TM- Infant (UK),
Proleukin (HIV), TFPI (Sepsis), HAV (Europe), eSAS Procleix-TM-." The second
row is labeled "Cancer," and has under "Preclinical" the text "VEGFr
Inhhibitor, Antibodies, Immuno Regulator, Anti-CD40;" has under "Phase I" the
text "Angiozyme-TM-, Proleukin --NHL;" and has under "Phase II" and under
"Phase III/IV" no text. The bottom row is labeled "Other Opportunities," and
has under "Preclinical" the text "Anti angiogenesis compound, Diabetes small
molecules;" has under "Phase I" the text "Factor VIII (Hemophilia);" has
under "Phase II" the text "FGF (CAD), FGF (PAD);" and has under "Phase
III/IV" the text "Betaseron-Registered Trademark- (US-Secondary Prog.)."
SLIDE 27
This slide, titled "TFPI for Severe Sepsis" shows a logo for "Pharmacia" in
the upper right hand corner. Four arrows in the left hand margin down the
page point to the following text: "Market Potential: 500,000 patients;"
"Target Label: Treatment of severe sepsis;" "Current Status: Phase III
trial;" and "Next Data: 'OPTIMIST' trial initiated."
SLIDE 28
This slide, titled "Central Role of TFPI in Coagulation" contains a schematic
flow chart illustrating the coagulation process with both intrinsic and
extrinsic processes, showing the occurrence of various "Inhibitor Effects"
labeled "TFPI", "ATII" and "APC".
SLIDE 29
This slide, titled "TFPI Activity in Man - Phase II Patients," shows a bar
graph on which the y-axis is labeled "TATc (GMT 95% CI)" and shows the
following tick marks: "0.0, 5.0, 10.0, 15.0, 20.0, 25.0, 30.0." The x-axis
is labeled "Hours Post Dose Initiation" and labels the columns thus:
"Baseline, 24 Hours, 48 Hours, 72 Hours." A legend indicates one color bar
as "All Placebo," another as "All tifacogin." The graph shows a baseline
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value for "All Placebo" between 15.0 and 20.0 at approximately 18, and on the
bar with this value is the integer "(54)". The graph shows a baseline value
for "All tifacogin" between 15.0 and 20.0 at approximately 17, and on the bar
with this value is the integer "(113)". The graph shows a "24 Hours" value
for "All Placebo" between 15.0 and 20.0 at approximately 17, and on the bar
with this value is the integer "(52)". Above this bar is the text "*P-value
= .023". The graph shows a "24 Hours" value for "All tifacogin" between 10.0
and 15.0 at approximately 13, and on the bar with this value is the integer
"(111)". The graph shows a "48 Hours" value for "All Placebo" between 15.0
and 20.0 at approximately 16, and on the bar with this value is the integer
"(46)". Above this bar is the text "*P-value = .022." The graph shows a "48
Hours" value for "All tifacogin" between 10.0 and 15.0 at approximately 12,
and on the bar with this value is the integer "(100)". The graph shows a "72
Hours" value for "All Placebo" at approximately 15.0, and on the bar with
this value is the integer "(28)". The graph shows a "72 Hours" value for "All
tifacogin" at approximately 10.0, and on the bar with this value is the
integer "(67)".
SLIDE 30
This slide, titled "Preclinical Data Summary," depicts four arrows in the
left hand margin down the page pointing to the following text: "Survival":
"Prolongs survival in: Bacteria models; Peritonitis models; Cecal ligation
and SEB/LPS models;" "Treat Sepsis": "Attenuates severe sepsis in multiple
models and species: Baboons, rabbits, mice, pigs; Clinical relevant bacterial
strains; Appropriate standard therapy (antibiotics & hydration);" "Sepsis
Markers": "Attenuates coagulapathies and proinflammatory mediators (e.g.,
TNF, IFN, IL-1);" "Summary": "Improves survival AFTER severe sepsis is
initiated; Resolves multiple organ failure."
SLIDE 31
This slide, titled "Phase II 'SAFETY' Trial," depicts four arrows in the left
hand margin down the page pointing to the following text: "Study": "Study
initiated at 0.025 mg/kg/hr dose, escalated to 0.05 mg/kg/hr;" "Subject":
"210 subjects enrolled;" "Dosing": "Dose interruptions guided by: Incidence
and type of adverse events."
SLIDE 32
This slide, titled "'SAFETY' Trial," is subtitled "Variable" and presents a
graph with the columns "All Placebo" and "All TFPI." The rows are labeled:
"Total MODS (mean); Baseline Apache II (mean) LESS THAN 20, GREATER THAN 20;
Platelets (median) 10[superscript]3/ mm[superscript]3; N; Age (mean); Gender
(M/F); Weight (mean kg)." Across "Total MODS (mean)" the entries read: All
Placebo: 20.1; All TFPI: 20.5. Across "Baseline Apache II (mean)" the entries
read: All Placebo: 24.0; All TFPI: 24.0. Across "Baseline Apache II (mean)
LESS THAN 20" the entries read: All Placebo: 35%; All TFPI: 25%. Across
"Baseline Apache II (mean) GREATER THAN 20" the entries read: All Placebo:
65%; All TFPI: 75%. Across "Platelets (median) 10[superscript]3/
mm[superscript]3" the entries read: All Placebo: 147.0; All TFPI: 142.5.
Across "N" the entries read: All Placebo: 69; All TFPI: 141. Across "Age
(mean)" the entries read: All Placebo: 61.2; All TFPI: 60.5. Across
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"N" the entries read: All Placebo: 61% / 39%; All TFPI: 60% / 40%. Across
"Weight (mean kg)" the entries read: All Placebo: 75.4; All TFPI: 75.9.
SLIDE 33
This slide, titled "Serious/Adverse Events (SAEs/AEs)," is subtitled
"'Safety' Trial" and presents a graph with the columns "All Placebo" and "All
TFPI." The rows are labeled: "All Patients; Subgroups: AEs, AEs w/ Bleeding,
SAEs, SAEs w/Bleeding." Across "All Patients" the entries read: All Placebo:
69; All TFPI: 141. Across "AEs" the entries read: All Placebo: 61 (88%); All
TFPI: 127 (90%). Across "AEs w/ Bleeding" the entries read: All Placebo: 19
(28%); All TFPI: 33 (23%). Across "SAEs" the entries read: All Placebo: 41
(59%); All TFPI: 83 (59%). Across "SAEs w/Bleeding" the entries read: All
Placebo: 4 (6%); All TFPI: 13 (9%).
SLIDE 34
This slide, titled "Organ Dysfunction Scores," is subtitled "Variable" and
presents a graph with the columns "All Placebo," "All TFPI" and "p Value."
Above the column headers is the text "Mean % Change from Baseline." The rows
are labeled: "Measure of Activity, Pulmonary, ICU Scores." Across "Measure
of Activity" the entries read: All Placebo: 69; All TFPI: 141; p Value:
blank. Across "Pulmonary" the entries read: All Placebo: 14%; All TFPI: 32%;
p Value: 0.056. Across "ICU Scores" the entries read: All Placebo: 12%; All
TFPI: 22%; p Value: 0.053%. At the bottom of the page is the text "Other
organs evaluated: cardiovascular, hepatic, renal, CNS, coagulation (platelet
count)."
SLIDE 35
This slide, titled "'SAFETY' Data," is subtitled "'Safety' Trial" and
presents a graph with the columns "All Placebo" and "All TFPI." Above the
column headers is the text "28-Day All-Cause Mortality Rates." The rows are
labeled: "All Patients; Subgroups: Apache II [greater-than-or-equal-to symbol]
20; Shock; ARDS; Baseline IL-6 [greater-than-or-equal-to symbol]1,000 pg/ml."
Across "All Patients" the entries read: All Placebo: 38%; All TFPI: 30%.
Across "Apache II [greater-than-or-equal-to symbol]20" the entries read: All
Placebo: 49%; All TFPI: 37%. Across "Shock" the entries read: All Placebo:
32%; All TFPI: 15%. Across "ARDS" the entries read: All Placebo: 57%; All
TFPI: 37%. Across "Baseline IL-6 [greater-than-or-equal-to symbol]1,000
pg/ml" the entries read: All Placebo: 62%; All TFPI: 41%.
SLIDE 36
This slide, titled "Conclusions," depicts an arrow labeled "Safety" which
points to the text "TFPI is well tolerated," an arrow labeled "Clinical
Observations" which points to the text "Prospectively identified 20% relative
mortality reduction; Therapeutic effect consistent with mechanism of action;
Trends of activity more prominent in patients with advanced severe sepsis;
Hastens resolution of coagulopathies and some MODS."
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SLIDE 37
This slide, titled "Chiron's Preclinical Development Engine," contains a
graph on which the column headings are "Genomics," "Small Molecules" and
"Recombinant Proteins." The first row is labeled "Infection," and has under
"Genomics" the text "Pseudomonas aeruginosa, Men B, Men B/C combo;" has under
"Small Molecules" the text "HCV, PA 1806, PA 824;" and has under "Recombinant
Proteins" the text "HIV, HCV, H. pylori, HBV Immunotherapy." The second row
is labeled "Cancer," and has under "Genomics" the text "Prostate cancer,
Colorectal;" has under "Small Molecules" the text "VEGFr inhibitor;" and has
under "Recombinant Proteins" the text "Anti-angiogenesis compound,
Immuno-regulator, Antibodies." The third row is labeled "Other
Opportunities," and has under "Genomics" no text; has under "Small Molecules"
the text "GSK 3 -- diabetes, Obesity;" and has under "Recombinant Proteins"
the text "Anti CD-40."
SLIDE 38
This slide, titled "Chiron Financial Performance," shows a graph on which the
left-hand side of the graph (y-axis) is labeled "Revenue $ in Millions" and
shows the following tick marks: "$800, $600, $400, $200, $-;" the right-hand
side of the graph (y-axis) is labeled "EPS" and shows the following tick
marks: "$0.70; $0.60; $0.50; $0.40; $0.30; $0.20; $0.10; $-;" and the bottom
of the graph (x-axis) is labeled "1997; 1998; 1999; and 2000." The graph
shows a 1997 revenue approaching $600 million, a 1998 revenue of
approximately $750 million, a 1999 revenue approaching $800 million and a
second quarter of 2000 revenue topping $400 million. The graph shows yearly
1997 EPS of under $0.30, yearly 1998 EPS between $0.50 and $0.40, and yearly
1999 EPS of approximately $0.60. The graph shows quarterly 1998 EPS between
$0.10 and $-, quarterly 1999 EPS of approximately $0.10 and quarterly 2000
EPS approaching $0.30.
SLIDE 39
This slide, titled "Milestones 2000," shows a number of headings with text
underneath them. Under the heading "Biopharmaceuticals," there appears the
text "-- > 20% Proleukin-Registered Trademark- growth; -- >
Betaseron-Registered Trademark- SP approval; -- > TOBI-Registered Trademark-
launch in Europe; -- > Resume PDGF sales." Under the heading "Blood Testing,"
there appears the text "-- > File for eSAS Procleix-TM- approval; -- > HBV
assay; -- > Triple TMA sites; -- > File IND on TIGRIS." Under the heading
"R&D," there appears the text "-- > 50% enrollment SILCAAT; -- > Publish PA
genome; -- > TFPI Phase III initiated; -- > HBV Phase II initiated;
Go/no-go: -- > FGF-CAD; -- > IGF-OA;-- > FGF-PAD; Early Stage Programs: --
> FVIII, Angiozyme-TM- - Phase I/II; -- > Two new clinical programs; -- >
File IND for PA -1806." Under the heading "Vaccines," there appears the text"
-- > Men C approval/launch; -- > Fluad-TM- approval; -- > Men B publication."
Printed in the lower right hand portion of the slide are the numbers "$0.78
-- > $0.80 - $0.85 EPS."
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SLIDE 40
This slide contains the text "Chiron - Science for Life" accompanied by a
Chiron logo, and the text "Chiron: Science, Productions, People,"
"www.chiron.com" and "NASDAQ: CHIR."
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PATHOGENESIS SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
REGARDING THE ACQUISITION OF PATHOGENESIS REFERENCED IN THESE MATERIALS
WHICH WILL BE FILED BY CHIRON AND PICARD ACQUISITION CORP. WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION, AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY PATHOGENESIS
WITH THE COMMISSION. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO
THIS OFFER. THESE DOCUMENTS WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF
PATHOGENESIS AT NO EXPENSE TO THEM. THESE DOCUMENTS ALSO WILL BE AVAILABLE AT
NO CHARGE AT THE SEC's WEB SITE, WWW.SEC.GOV. THESE MATERIALS ARE NEITHER AN
OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES OF
PATHOGENESIS. THE TENDER OFFER WILL BE MADE SOLELY BY AN OFFER TO PURCHASE
AND RELATED LETTER OF TRANSMITTAL TO BE DISSEMINATED UPON THE COMMENCEMENT OF
THE TENDER OFFER.
