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Biopharmaceutical Finance Glossary & Taxonomy  

Evolving  Terminologies for Emerging Technologies

Comments? Questions? Revisions?

Mary Chitty MSLS

Last revised August 01, 2019

Related glossaries include   Alliances    Business of biopharmaceuticals     Biopharmaceutical law & intellectual property    Ethics

A and B rounds: Series A and Series B rounds are funding rounds for earlier stage companies and range on average between $1M–$30M. crunchbase, Glossary of Funding Types  

accredited investors: Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors." The federal securities laws define the term accredited investor in Rule 501 of Regulation D [Securities and Exchange Commission, "Accredited Investors"]

angel investor: A wealthy individual who provides startup capital to very young companies to help them grow, taking a large risk in exchange for a potentially large return on investment. Many are successful former entrepreneurs who want to help other entrepreneurs grow their businesses.  Related terms: seed rounds.  Broader term: venture capital

annual reports: Guide to Financials, IBM "Anatomy of an Annual Report" 

anti-dilution provision:  a provision in an option or a convertible security, and it is also known as an "anti-dilution clause." It protects an investor from equity dilution resulting from later issues of stock at a lower price than the investor originally paid. These are common with convertible preferred stock, which is a favored form of venture capital investment.  Investopedia

B rounds: See under A and B rounds.

behavioral finance: Julia Hanna, Behavioral Finance: Benefiting from Irrational Investors, HBS Working Knowledge, 2007 

biopharmaceutical R&D financing -- new models: Andrew W. Lo, MIT

burn rate: The rate at which a company (not yet making a profit) is going through its available money (which may come from angel investors, venture capital and other sources).. Generally expressed in cash spent per month.

clawback: In venture and private equity circles, a clawback obligation represents the general partner's promise that the managers will not receive a greater share of the fund's distributions than they bargained for  VC experts glossary of private equity

convertible note:  an ‘in-between’ round funding to help companies hold over until they want to raise their next round of funding. When they raise the next round, this note ‘converts’ with a discount at the price of the new round. You will typically see convertible notes after a company raises, for example, a Series A round but does not yet want to raise a Series B round.
crunchbase, Glossary of Funding Types  

convertibles: Securities (usually bonds or preferred shares) that can be converted into common stock. Convertibles are great for investors demanding greater potential for appreciation than bonds give, and higher income than common stocks offer.  Related terms PIPES, warrants

dilution: Dilution has two meanings in finance. The first is the process by which an investor’s ownership percentage in a company is reduced by the issuance of new securities. The second is the effect on earnings per share and book value per share if all convertible securities were converted and all warrants or stock options were exercised. M & A terminology, Wallingford Capital Related terms: full ratchet, ratchet

down rounds: A down round occurs in private financing when investors purchase stock or convertible bonds from a company at a lower valuation than the preceding round. Lower valuations in private companies occur for many of the same reasons as publicly traded stocks, including the rise of new competition, stock market declines and changing investor perceptions on company valuations. Investopedia    Related term: washouts, washout financings

drag along rights: Investopedia definition 

due diligence: The process by which V[enture C[apitalist]s conduct research on the market potential, competition, reference interviews, financial analysis, and technology assessment. Usually divided into business due diligence and legal due diligence. Netpreneur Exchange, Glossary of terminology

drug costs:
The amount that a health care institution or organization pays for its drugs. It is one component of the final price that is charged to the consumer (FEES, PHARMACEUTICAL or PRESCRIPTION FEES). MeSH, 1992   Related term: pharmacoeconomics

due diligence: Business of biopharmaceuticals

drug valuation calculator: A drug program's valuation depends on cost and time of development, probability of technical success at each stage, market size, costs of commercialization, and discount rate. Bay Bridge Bio

early stage investing: For companies that are able to begin operations but are not yet at the stage of commercial manufacturing and sales, early stage financing supports a step-up in capabilities. At this point, new business can consume vast amounts of cash, while VC firms with a large number of early-stage companies in their portfolios can see costs quickly escalate. Investopedia    Related terms: angel, seed round

early stage venture: include financings that are classified as a Series A or B, venture rounds without a designated series that are below $15M, and equity crowdfunding above $5 million. Glossary of Funding Terms, from US & Canada VCs Favor Late-Stage Giants Over Upstarts In Q4

equity investments: Equity investments are usually motivated by the prospect of ROI return on investment. Related terms: exit strategies, private equity, venture capital

exit strategies: Ways for investors to cash in on their investments in a company. May be IPOs, acquisitions. Related terms: IPO Initial Public Offering, Mergers & Acquisitions M&A

financing: See angel investors, convertibles, mezzanine, PIPES, venture capital, warrants. Related terms: Biopharmaceutical Alliances

full ratchet:  An anti-dilution protection mechanism whereby the price per share of the preferred stock of investor A is adjusted downward due to the issuance of new preferred shares to new investor B at a price lower than the price investor A originally received. Investor A’s preferred stock is repriced to match the price of investor B’s preferred stock. Usually as a result of the implementation of a ratchet, company management and employees who own a fixed amount of common shares suffer significant dilution. Tuck  School of Business, Dartmouth Private Equity and Venture Capital  Glossary     Related terms:  dilution, antidilution. ratchet

funding of genomic research: In May 2000 we [Stanford group] initiated a survey of organizations that fund genomics research throughout the world, funded by a grant from Burroughs Wellcome Fund to the Stanford [University]- in- Washington program. The purpose was to do a one- time cross- sectional analysis of funding, and to couple that to an analysis of trends, based on analysis of publicly available data. The trends include data on private R&D funding, on patent ownership, and on market value of publicly traded firms, which give a glimpse of some underlying trends in the financial inputs and scientific outputs of genomics. Main conclusions and inferences from the data include the finding that the private sector (pharmaceutical, biotechnology, and genomic startup firms) is a bigger funder of genomics than the public sector (government agencies and nonprofit organizations). Robert Cooke- Deegan et. al., World Survey of Funding for Genomics Research: Final Report to the Global Forum for Health Research and the World Health Organization,  September 2000

Health Care Financing Administration HCFA (US): Now Centers for Medicare and Medicaid Services

health economics: The Common Fund’s Health Economics Program, launched in the wake of national health care reform, aims to support research on how specific features of the structure or organization of health care delivery organizations and reimbursement systems influence how health care technologies are adopted and combined by health care providers, how they are applied or used for specific patients, and how those features could be modified to enhance efficiency. Program initiatives include: Economics of Prevention (R21) - will support research projects on economic analyses of prevention and health  Science of Structure, Organization and Practice Design in the Efficient Delivery of Effective Healthcare (R21) - will support exploratory and developmental research projects intended to increase efficiency in the production of health and delivery of health care. Health Economics, NIH Common Fund

Immuno-Oncology Investing and Partnering Forum  August 30, 2018  Boston, MA Program |  brings together early- and late-stage investors with fundraising CEOs and research entrepreneurs to encourage partnering and investment, and to ultimately accelerate immune-oncology therapies to market. Both late-stage and emerging tech companies will present .

IPO Initial Public Offering: Occurs when a company first sells its shares to the public. [Securities and Exchange Commission, US "Initial Public Offerings" 2000]  The number of IPOs in 2001 was down sharply from 2000.

liquidity event:  In corporate finance, a liquidity event is the merger, purchase or sale of a corporation or an initial public offering.[1] A liquidity event is a typical exit strategy of a company, since the liquidity event typically converts the ownership equity held by a company's founders and investors into cash.  A liquidity event is not to be confused with the liquidation of a company, in which the company's business is discontinued.  Wikipedia accessed 2018 Feb 14

Mergers and Acquisitions M & A: In the 1990s, the value of the mergers undertaken in the pharmaceutical industries skyrocketed, growing from $30 billion in 1994-1997 to $80 billion in 1998, $130 billion in 1999 and an estimated $200 billion in 2000. Some of the recent deals have been particularly large.

In general a merger involves the combination of two companies in which one acquires the other. A merger can be distinguished from consolidation, in which a new separate entity is created .   Narrower term: reverse triangular merger

mezzanine financing:
Often just prior to an IPO, late stage venture capital.

Net Present Value (NPV) and Internal Rate of Return (IRR): Used primarily at capital intensive and mature companies, NPV and IRR measures are more thorough than traditional ROI calculations, because they take into account the expected life of an investment, depreciation and the cost of capital. Complex approaches to quantifying these measures include accounting for varying discount rates with the changes in risk of an investment and the reinvestment of cash flow from an investment. [Ian Springsteel "Money Talk: Financial Glossary" CIO Magazine Dec. 15, 2000/Jan. 1, 2001 Related term: real option valuation

Neurotech Investing & Partnering Conference 2019 May 21-22 Boston MA  Discover emerging drugs, devices, diagnostics and software for the brain and nervous system.

opportunity costs: The true cost of something is what you give up to get it. This includes not only the money spent in buying (or doing) the something, but also the economic benefits (UTILITY) that you did without because you bought (or did) that particular something and thus can no longer buy (or do) something else. Economist, Research Tools A- 

partial acquisition: represents a unique form of corporate restructuring because it alters the ownership structure of two entities (in opposite ways), and therefore alters the form of control over the target's management. The proportion of the partial target that is owned by other shareholders is reduced by the increase in ownership by the partial acquirer. Yet, the transaction is unique in that the target firm continues as a going concern. Therefore, the target can be evaluated over time to determine the impact of the restructuring. Aigbe Akhigbe *, Jeff Madura & Carolyn Spencer (2004) Partial acquisitions, corporate control, and performance, Applied Financial Economics, 14:12, 847-857, DOI: 10.1080/09603100410001685349

pharmaceutical fees: Amounts charged to the patient or third-party payer for medication. It includes the pharmacist's professional fee and cost of ingredients, containers, etc. MeSH, 1968  Narrower term: prescription fees

pharmacoeconomics:  PharmacoEconomics - Open focuses on applied research on the economic implications and health outcomes associated with drugs, devices and other healthcare interventions. The journal includes, but is not limited to, the following research areas: Economic analysis of healthcare interventions, Health outcomes research, Cost-of-illness studies, Quality-of-life studies   Aims and scope, Pharmacoeconomics, Adis International

Pharmacoeconomics is an entry term in MeSH for Pharmaceutical economics: Economic aspects of the fields of pharmacy and pharmacology as they apply to the development and study of medical economics in rational drug therapy and the impact of pharmaceuticals on the cost of medical care. Pharmaceutical economics also includes the economic considerations of the pharmaceutical care delivery system and in drug prescribing, particularly of cost-benefit values. (From J Res Pharm Econ 1989;1(1); PharmacoEcon 1992;1(1)  MeSH, 1994  
Related Related terms: drug costs, pharmaceutical fees, prescription fees

PIPEs Private Investments in Public Equity: A private investment in public equity, often called a PIPE deal, involves the selling of publicly traded common shares or some form of preferred stock or convertible security to private investors. It is an allocation of shares in a public company not through a public offering in a stock exchange. PIPE deals are part of the primary market. ..The attractiveness of PIPE transactions has waxed and waned since the late 1990s.  Wikipedia accessed 2018 Feb 14 . Related terms convertibles, warrants

prescription fees: The charge levied on the consumer for drugs or therapy prescribed under written order of a physician or other health professional. MeSH, created 1991 Related term: pharmaceutical fees

pricing of drugs : How do pharmaceutical companies establish drug prices? NPR
US Pharmaceutical Pricing: An Overview, Axene Health Partners 
Value in Pharmaceutical Pricing,

private equity: 
When equity capital is made available to companies or investors but not quoted on a stock market. The funds raises through private equity can be used to develop new products and technologies, to expand working capital, to make acquisitions, or to strengthen a company’s balance sheet. Investopedia

A private equity round is led by a private equity firm or a hedge fund and is a late stage round. It is a less risky investment because the company is more firmly established, and the rounds are typically upwards of $50M. crunchbase, Glossary of Funding Types  

Related terms: angel investors, early stage, equity investments, seed rounds, venture capital
Private equity information sources, Josh Lerner

profit hunt:  represents a unique form of corporate restructuring because it alters the ownership structure of two entities (in opposite ways), and therefore alters the form of control over the target's management. The proportion of the partial target that is owned by other shareholders is reduced by the increase in ownership by the partial acquirer. Yet, the transaction is unique in that the target firm continues as a going concern. Therefore, the target can be evaluated over time to determine the impact of the restructuring. Aigbe Akhigbe *, Jeff Madura & Carolyn Spencer (2004) Partial acquisitions, corporate control, and performance, Applied Financial Economics, 14:12, 847-857, DOI: 10.1080/09603100410001685349

PWC MoneyTree Report

quids:  Non-monetary agreements, as part of a licensing or other agreement. Useful in reducing burn rates.

ratchets: Ratchets reduce the price at which venture capitalists can convert their debt into preferred stock, which effectively increases their percentage of equity. Often referred to as an "anti-dilution adjustment."  VC experts glossary of private equity   Related terms: dilution, anti- dilution; down rounds

real option valuation:  The real options method applies financial options theory to quantify the value of management flexibility in a world of uncertainty. If used as a conceptual tool, it allows management to characterize and communicate the strategic value of an investment project.  Traditional methods (e.g. net present value) fail to accurately capture the economic value of investments in an environment of widespread uncertainty and rapid change. ... The real option method enables corporate decision- makers to leverage uncertainty and limit downside risk. [Ulrich Hommel, Real Options Homepage, Germany]

Research & Development costs pharmaceutical: The research and development costs of 106 randomly selected new drugs were obtained from a survey of 10 pharmaceutical firms. These data were used to estimate the average pre-tax cost of new drug and biologics development. The costs of compounds abandoned during testing were linked to the costs of compounds that obtained marketing approval. The estimated average out-of-pocket cost per approved new compound is $1395 million (2013 dollars). Capitalizing out-of-pocket costs to the point of marketing approval at a real discount rate of 10.5% yields a total pre-approval cost estimate of $2558 million (2013 dollars). When compared to the results of the previous study in this series, total capitalized costs were shown to have increased at an annual rate of 8.5% above general price inflation. Adding an estimate of post-approval R&D costs increases the cost estimate to $2870 million (2013 dollars). DiMasi JA et. al, Innovation in the pharmaceutical industry: New estimates of R&D costs, J Health Econ, 2016 May;47:20-33. doi: 10.1016/j.jhealeco.2016.01.012. Epub 2016 Feb 12.

Return On Investment ROI: Profit (or loss) on an investment, often expressed as a percentage.

reverse triangular merger: Investopedia definition:

risk: Managing risk is a critical component of sound R&D decision making. In drug development, questions surrounding technical feasibility, development timelines, and the market environment loom over every decision. 

risk, reducing: See Drug discovery & development  backup entities;  Bayesian clinical trials

risk capital: See venture capital.

seed rounds: are among the first rounds of funding a company will receive, generally while the company is young and working to gain traction. Round sizes range between $10k–$2M, though larger seed rounds have become more common in recent years. A seed round typically comes after an angel round (if applicable) and before a company’s Series A round. crunchbase, Glossary of Funding Types  

Initial funding. may be supplied by family, friends, angel investors and/ or venture capital. Sometimes called A rounds (after Series A preferred stock).  Broader terms: financing, venture capital

seed stage financing: The first stage of venture capital financing. Seed-stage financings are often comparatively modest amounts of capital provided to inventors or entrepreneurs to finance the early development of a new product or service. These early financings may be directed toward product development, market research, building a management team and developing a business plan.  A genuine seed-stage company has usually not yet established commercial operations - a cash infusion to fund continued research and product development is essential. These early companies are typically quite difficult business opportunities to finance, often requiring capital for pre-startup R&D, product development and testing, or designing specialized equipment. Investopedia

serial entrepreneurs: 
An entrepreneur who creates a series of new companies. [more at WordSpy] 
Good to have on your team if looking for venture capital

strategic investors:
affiliates of corporations that invest on behalf of their parent company STRATEGIC VS. TRADITIONAL INVESTORS: THE LOWDOWN FROM A VENTURE CAPITAL VET, PAUL H. LEE, Fast Company Oct 8 2009 
Also known as "strategics”. Many big pharmaceutical companies now have venture capital arms. 

technology growth: includes private equity investments in companies that had previously raised venture funding. Glossary of Funding Terms, from US & Canada VCs Favor Late-Stage Giants Over Upstarts In Q4

tender offer: A takeover bid which offers to buy stockholders shares at a higher than market price to encourage them to sell.

term sheet: A non-binding agreement setting forth the basic terms and conditions under which an investment will be made. A term sheet serves as a template to develop more detailed legal documents. Once the parties involved reach an agreement on the details laid out in the term sheet, a binding agreement or contract that conforms to the term sheet details is then drawn up. Investopedia 

tranche:  A portion of a larger financial transaction. 

valley of death: The dearth of funding for translational medicine in the so-called “Valley of Death” can be attributed to several factors, but a common thread among them is increasing financial risks in the biopharma industry and greater uncertainty surrounding the economic, regulatory, and political environments within the biomedical ecosystem. Increasing risk and uncertainty inevitably leads to an outflow of capital as investors and other stakeholders seek more attractive opportunities in other industries.  Andrew Lo, Healthcare Finance, MIT Sloan

valuation: Difficult (if not impossible?) to do for companies with no revenue stream yet. 

Venture capital: firms raise capital for venture funds from limited partners, which most often are public employee pension funds, insurance companies, endowments, philanthropic foundations and other pools of cash. Venture capital investors and the limited partners enter into a limited partnership agreement, which stipulates the types of companies that will be invested in, the phase of company development and the amount of time it will take to return money back to the limited partners. NCVA

venture debt:  or venture lending (related: "venture leasing") is a type of debt financing provided to venture-backed companies by specialized banks or non-bank lenders to fund working capital or capital expenses, such as purchasing equipment. Venture debt can complement venture capital and provide value to fast growing companies and their investors. Unlike traditional bank lending, venture debt is available to startups and growth companies that do not have positive cash flows or significant assets to use as collateral. Venture debt providers combine their loans with warrants, or rights to purchase equity, to compensate for the higher risk of default. Venture debt can be a source of capital for entrepreneurial companies. As a complement to equity financing, venture debt provides growth capital to extend the cash runway of a startup company to achieve the next milestone while minimizing equity dilution for both employees and investors. Wikipedia accessed 2019 Aug 1

venture leasing: Venture Leasing and Lending is the term applied to providing secured equipment financing to emerging growth companies backed by venture capitalists or other sophisticated capital providers. This financing method developed in order for these companies to acquire needed operating equipment without exhausting the expensive development capital raised from their equity backers.  LTI Leasing Technologies International, About our services 

venture philanthropyWikipedia 
Venture Philanthropy: The New Model

Some patient advocacy groups are investing in companies working on therapeutics in their areas of interest, an d may also help recruit patients for clinical trials. 

warrant:  A security entitling the holder to buy a proportionate amount of stock at some specified future date at a specified price, usually one higher than current market. This "warrant" is then traded as a security, the price of which reflects the value of the underlying stock. Warrants are usually issued as a "sweetener" bundled with another class of security to enhance the marketability of the latter. Warrants are like call options, but with much longer time spans -- sometimes years.  Washington  Related terms: convertibles, PIPES

washout round: The wash-out round is often the final financing opportunity available to entrepreneurs before a company is forced into bankruptcy. Wash-out rounds often occur when companies are unable to achieve performance levels that have been set in order to receive additional financing from investors.  Also know as "burn-out round" or "cram-down round". Investopedia

white space: As a metaphor, white space is at once ubiquitous and frustratingly ambiguous. There may be as many definitions circulating as there are business thinkers. Some people define it as a place where there’s no competition. Others as an entirely new market. Still others use it, as Tim Armstrong has, to refer to gaps in existing markets or product lines. For all its ambiguity, though, white space is undoubtedly a metaphor about opportunity; different thinkers define it differently because they take varying approaches to capturing opportunity. In that spirit, let me offer up another way to look at white space — a very specific meaning I think would be particularly useful to Tim Armstrong and to any other top executive engaged in strategy formulation. Rather than think of white space as external — as some indistinct but desirable land outside your company’s walls — I suggest that it’s more productive to view it as an internal signpost — as a way to map your company’s ability to address new opportunities or threats. So by white space, I mean “market opportunities your company may wish — or need — to pursue that it cannot address unless it develops a new business model.”  Harvard Business Review Mark W Johnson, Where is your white space? 2010 Feb 12                      

Empty space unfilled by companies in a competitive landscape.  Related term: market research

Financial Resources
Axone Services & Développement SA Financial Glossary, 5000 + definitions (English, French, German, Italian), 1993- 2007 
Campbell R. Harvey, Glossary of business and financial terms, New York Times, 2500 + terms, 1999  
crunchbase, Glossary of Funding Types Angel to Venture.

crunchbase, Glossary of Investor Types Acccelerator to Venture Debt   
Economist, Economics A-Z  adapted from Michael Bishop's Essential Economics
Investor words Investor Inc. Browse by subject
Kennett, Deal Glossary, 2009 
Tuck  School of Business, Dartmouth Private Equity and Venture Capital  Glossary
VC Experts, Glossary of Private Equity and Venture Capital, 2016  
Venture Capital Glossary, Funding Post 

How to look for unfamiliar  terms

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