Filed by Discovery Partners International, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Infinity Pharmaceuticals, Inc.
Commission File No. 333-134438
Additional Information about the Merger and Where to Find It
In connection with the proposed merger transaction between Infinity Pharmaceuticals, Inc. (“Infinity”) and Discovery Partners International, Inc. (“Discovery Partners”), on July 11, 2006, Discovery Partners filed with the Securities and Exchange Commission (the “SEC”) an amended registration statement that contains a proxy statement/prospectus. Investors and securityholders of Discovery Partners and Infinity are urged to read the proxy statement/prospectus (including any amendments or supplements to the proxy statement/prospectus) regarding the proposed transaction because it contains important information about Discovery Partners, Infinity and the proposed transaction. Discovery Partners’ stockholders can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Discovery Partners and Infinity, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a request to Discovery Partners International, Inc., 9640 Towne Centre Drive, San Diego, CA 92121, Attention: Investor Relations, Telephone: (858) 455-8600.
Participants in the Solicitation
Discovery Partners and its directors and executive officers and Infinity and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Discovery Partners in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Discovery Partners is also included in Discovery Partners’ proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on April 6, 2006. This document is available free of charge at the SEC’s web site (http://www.sec.gov) and from Discovery Partners’ Investor Relations at the address listed above.
On August 2, 2006, Infinity made the presentation set forth below at the Robert W. Baird Focus on Oncology Conference.
 RW Baird
Focus on Oncology Conference August 2, 2006 |
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Forward-Looking Statements • Various statements in this presentation concerning our future expectations, plans and prospects constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding the proposed transaction with Discovery Partner International (DPI), DPI and the combined company's net cash at closing, the trading of the combined company's shares on the NASDAQ National Market, the potential value created by the proposed merger for DPI's and Infinity's stockholders, the efficacy, safety, and intended utilization of Infinity's product candidates, the results of discovery efforts and clinical trials, and plans regarding regulatory filings, future research and clinical trials and current and future collaborative activities. Actual results may differ materially from those indicated by such forward-looking statement as a result of various important factors, including risks related to: the ability of DPI and Infinity to complete the proposed transaction; the amount of DPI's net cash at closing; the availability of funds to continue research and development activities; the results of future clinical trials with respect to Infinity's product candidates and compounds and Infinity's ability to successfully develop and commercialize product candidates; the success of Infinity's collaborations and its ability to enter into additional collaborations;; the timing and success of regulatory filings;; the scope of Infinity's patents and the patents of others; competitive factors and other risks and uncertainties more fully described in DPI's filings with the Securities and Exchange Commission, including its Registration Statement on Form S-4, as filed on May 24, 2006 and subsequently amended. The proposed transaction is subject to customary closing conditions, including approval of DPI's and Infinity's stockholders. • Any forward-looking statements speak only as of the date made. Infinity undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. |
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Mission To develop targeted therapies for the treatment of cancer and related conditions discovered through the use of our innovative small molecule drug technologies |
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Strategy • Drugs – Internally discovered novel small molecules • Targets – “Well-credentialed, but not well-trodden” • Products – Opportunity for first-in class or fast follower best-in-class
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Leadership team Mr. Steven Holtzman, CEO Millennium, DNX Dr. Julian Adams, President & CSO Millennium, ProScript Boehringer Ingelheim, Merck Ms. Adelene Perkins, CBO Transform, Genetics Institute, Bain, GE Dr. Christine Bellon, Sr Patent Counsel Wyeth, Fish & Richardson Dr. Michael Foley, VP Chemistry Harvard ICCB, Glaxo, BMS Dr. Christian Fritz, Sr Dir Cancer Biology Millennium, Chemgenix Dr. David Grayzel, VP Clinical Development & Medical Affairs Dyax, Mass General Hospital Dr. Vito Palombella, VP Biology Syntonix, Millennium, ProScript Dr. Margaret Read, Sr Dir Cancer Biology Millennium, ProScript Dr. Jeffrey Tong, VP Corp Prod Dev McKinsey & Co, Harvard Center for Genomics Research Dr. Jim Wright, VP Pharm Dev Millennium, Alkermes, Boehringer Ingelheim, Syntex, U. of Wisconsin |
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Product Pipeline: IPI-504 (Hsp90) Discovery Preclinical IND Filing Hsp90 (IPI-504) Clinical Trials Bcl-2/Bcl-xL & Additional Targets 2005 2007/2008 forward Phase I ongoing Phase II expected by early 2007 Hedgehog Pathway Phase I expected by early 2007 On-going studies TBD based on data/results |
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Product Pipeline: IPI-504 (Hsp90) Discovery Preclinical IND Filing Hsp90 (IPI-504) Clinical Trials Bcl-2/Bcl-xL & Additional Targets 2005 2007/2008 forward Phase I ongoing Phase II expected by early 2007 Hedgehog Pathway Phase I expected by early 2007 On-going studies TBD based on data/results |
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• Broad activity, multiple cancers • Single agent activity • Synergy in combination • Activity in resistant settings • Large therapeutic window • 2 nd generation oral formulation under development Lead Clinical Product: IPI-504 IPI-504 OH N H N OH O OH Me O O O O NH 2 H H + Cl - |
 10 IPI-504: Broad Market Potential Indications Multiple Myeloma (MM) Chronic Myelogenous Leukemia (CML) Acute Myelogenous Leukemia (AML) Non-Hodgkin’s Lymphoma (NHL) Gastrointestinal Stromal Tumors (GIST) Breast cancer (HER2+) Non-small cell lung cancer (NSCLC) Renal cell carcinoma Malignant Melanoma Hormone Refractory Prostate cancer (HRPC) Hematologic malignancies Solid tumors |
 11 • Stabilizes proteins in functional conformations • Two roles in cancer – Generally: Maintaining protein homeostasis in cancer cells – Specifically: Stabilization of key oncoproteins, including drug-resistant ones Heat Shock Protein 90 (Hsp90) |
 12 Velcade Gleevec / AMN107 Investigational Gleevec / Sutent Herceptin Tarceva / Erbitux Sorafenib / Sutent Sorafenib Investigational Targeted therapy The emerging world of targeted cancer therapies Indication Myeloma CML AML GIST Breast (HER2+) NSCLC Renal cell Melanoma Prostate (PTEN -/-) NF- B Bcr-Abl Flt3 c-Kit HER2 EGFR VEGFR / HIF-1a b-Raf p-Akt Molecular Target |
 13 The emerging world of targeted cancer therapies NF- B Bcr-Abl Flt3 c-Kit HER2 EGFR VEGFR / HIF-1a b-Raf p-Akt Molecular Target All are clients of Hsp90 Inhibiting Hsp90 affects the stability of these targets |
 14 Highly responsive to Hsp90 inhibition Alternative to chasing mutations T315I T790M T670I Hsp90: Potential Universal Salvage Therapy BCR-ABL EGFR KIT Hsp90 Client Disease Drug CML NSCLC GIST Gleevec, Dasatinib Tarceva, Iressa Gleevec, Sutent Kinase Inhibitor Resistance Mutation |
 15 Placebo Gleevec IPI-504 Collaboration: Shauguang Li, Jackson Labs 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 15 17 19 21 23 25 27 29 31 33 Days Oral IPI-504: survival benefit in Gleevec-resistant T315I CML transplantation model Gleevec: 100 mpk / b.i.d. IPI-504: 50 mpk / q.o.d. |
 16 Placebo Gleevec IPI-504 Collaboration: Shauguang Li, Jackson Labs 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 15 17 19 21 23 25 27 29 31 33 Days Oral IPI-504: survival benefit in Gleevec-resistant T315I CML transplantation model Gleevec: 100 mpk / b.i.d. IPI-504: 50 mpk / q.o.d. |
 17 Collaboration: Shauguang Li, Jackson Labs Placebo Gleevec IPI-504 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 15 17 19 21 23 25 27 29 31 33 Days Oral IPI-504: survival benefit in Gleevec-resistant T315I CML transplantation model Gleevec: 100 mpk / b.i.d. IPI-504: 50 mpk / q.o.d. |
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• Phase I MM trial: complete • Phase I GIST trial: complete • Phase II MM and/or GIST trial: initiate Additional potential indications and milestone events • Phase I combination studies (e.g. Taxotere, Velcade, Gleevec) • Additional Phase II studies (e.g. NSCLC, CML, CLL) IPI-504: Clinical Goals for Remainder 2006 / Early 2007 |
 19 On-going trial Phase II – additional indication or combination 2005 2006 2007 2008 Multiple myeloma Phase I • Multiple myeloma • GIST • Combinations GIST Phase II • GIST / MM • Other indications Phase II– MM or GIST TBD based on data/results IPI-504: Clinical Plan Phase Ib – combinations |
 20 Product Pipeline: IPI-504 (Hsp90) Discovery Preclinical IND Filing Hsp90 (IPI-504) Clinical Trials Bcl-2/Bcl-xL & Additional Targets 2005 2007/2008 forward Phase I ongoing Phase II expected by early 2007 Hedgehog Pathway Phase I expected by early 2007 On-going studies TBD based on data/results |
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Hedgehog program summary • Potential for first-in-class systemic hedgehog inhibitor • Proprietary NCE’s • Systemic (sub-cu and oral) products • Lead molecule in advanced preclinical development • First in man by 2007 • Broad anti-cancer potential • Strong data supporting pancreatic, metastatic prostate, SCLC, others • Single agent activity • Potential for synergy with standards of care |
 22 1 Hahn et al., 1996, Cell 85: 841 2 Bale & Yu, 2001, Human Molec. Genetic. 10: 757 (review) 3 Berman et al., 2002 Science 297: 1559 4 Berman et al., 2003 Nature 425: 846 5 Kayed et al., 2004 Int. J. Cancer 110: 668 6 Thayer et al., 2003 Nature 425: 851 7 Karhadkar et al., 2004 Nature, 431: 707 8 Fan et al., 2004 Endocrinology 145: 3961 9 Watkins et al., 2003, Nature 422: 313 10 Sicklick 2005 ASCO; Mohini, 2005 AACR 11 Kubo et al., 2004 Cancer Res. 64 :6071 State Normal Basal cell carcinoma 1,2 Medulloblastoma³ Pancreatic cancer 4,5,6 Prostate cancer 7,8 Small cell lung cancer 9 Hepatocellular cancer 10 Breast Cancer 11 Pathway activation OFF ON ON ON ON ON ON ON Hedgehog Pathway: Broad Rationale in Solid Tumors |
 23 0 200 400 600 800 1000 1200 1400 1600 31 36 41 46 51 56 61 Days Vehicle IPI-609 10 mpk/day IPI-609 efficacious in PC-3 prostate xenograft |
 24 F I L E I N D 2005 2006 2007 2008 IND-enabling studies Clinical development Pharmacology GLP toxicology Manufacturing Phase I • Pancreatic • SCLC • Met Prostate, etc. • Heme malignancies Phase II • Single or combo Phase II or III • Registration trial IPI-609 clinical plan On-going studies TBD based on data |
 25 Product Pipeline: IPI-504 (Hsp90) Discovery Preclinical IND Filing Hsp90 (IPI-504) Clinical Trials Bcl-2/Bcl-xL & Additional Targets 2005 2007/2008 forward Phase I ongoing Phase II expected by early 2007 Hedgehog Pathway Phase I expected by early 2007 On-going studies TBD based on data/results |
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• Bcl family of proteins: key anti-apoptotic factors – Up-regulated in many cancers – Up-regulated in response to chemotherapy in many cancers • Highly attractive but historically “intractable” – Protein-protein interaction targets • Prospective products – Combination with chemotherapy: general chemo-sensitizing agent – Single agent: in cancers dependent on Bcl family members for survival • Types of products: – Bcl-2 selective – Bcl-2 and Bcl-xL dual selective Bcl-2 / Bcl-xL Antagonists: Opportunities |
 27 • Total payments >$400M Bcl-2 alliance with Novartis • Joint discovery of novel Bcl-2 targeted cancer drugs • Infinity participation in clinical development (at NVS expense) COLLABORATION • Infinity participation in US sales effort (at NVS expense) $30M • Upfront & committed funds FINANCIALS • Royalties on WW sales |
 28 • Diversity Oriented Synthesis (DOS) • 2004 – 2006: > $60 million upfront/committed cash • Additional milestone and royalty potential • No license of proprietary Infinity product rights Small Molecule Drug Technologies & Technology Access Alliances N O O H R² R³ N O R³ H H H O O N R 4 O R R2 R1 N O NR 4 O R1 O SR2 R3 |
 29 Discovery Preclinical Start Clinical Trials IPI-504 (Hsp90) Bcl2/Bcl-xL 2005 2007/2008 100% owned 100% owned Novartis Non-exclusive – Amgen – Novartis – J&J Small molecule drug technologies Alliance and financing strategy: value retention Hedgehog Pathway (e.g., IPI-609) By early 2007 |
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Reverse Merger with Discovery Partners International, Inc. (Nasdaq: DPII) * * * * * |
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Discovery Partners International (DPII) rationale • Response to dramatic changes in discovery business – Outsourcing to India, China – Price pressures • Better upside for investors in near-term product opportunities with significant potential • Therefore: divest and invest |
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Why DPI chose Infinity • Top-tier private company • Multiple near-term value driving events – Ongoing clinical trials – Pipeline – Partnerships • Management that has discovered drugs and built companies • Invest in/create a security with market-recognized value |
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Infinity’s rationale for merger • Efficient, timely access to capital • Clinical trial / preclinical pipeline funding – Generate efficacy data on lead product candidate, IPI-504 – Accelerate and expand Infinity pipeline |
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• A financing event • DPI “invests” cash and divests operating units – 7/7/06: Sale of all DPI operating assets to Galapagos • If DPI cash between $70M and $75M, ownership: – DPII shareholders = 31% – Infinity shareholders = 69% – If cash above $75M or below $70M, adjustment applied The reverse merger: a creative financing and access to public markets |
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• Lead clinical product in two ongoing Phase I cancer studies – Phase II expected by early 2007 • Pipeline of preclinical cancer drug candidates – Internally discovered and developed, chemistry platform • 4 Pharma/Biotech corporate alliances – Amgen, J & J and Novartis (2) • Proven biotech leadership team • Estimated approximately $ 90 million cash • Projected cash runway into 2008 through key value driving events before any additional alliances or financing Snapshot of Post-Merger Infinity (NASDAQ: INFI) |
 36 Status of Reverse Merger File Initial S4 Respond to 1 st Round of SEC Comments Respond to 2 nd Round of SEC Comments S-4 is Declared Effective Mail S-4 to DPI and IPI Shareholders Hold Shareholder Meeting / vote Following Successful Vote, Deal Closes, INFI publicly traded May 24, 2006 July 11, 2006 Early August Early August September 12, 2006 September 13, 2006 * Projected: requires SEC approval |
 37 • Product Pipeline – IPI-504: Complete Phase I trials – IPI-504: Expect to initiate Phase II by early 2007 – Hedgehog Pathway: Expect to initiate Phase I by early 2007 – Pipeline: New INDs / programs for 2007+ • Successful alliance execution (Novartis, J&J, Amgen) • At least one new corporate alliance • Financing event – Year-end cash runway: = 12-24 months NVS - Bcl 2006 Goals, Achievements and Anticipated News Flow Pending DPII merger AMGN extension |