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TrustPartners
                                   Confidential


                                   Brasilian market: proposed entry
                                   strategy for Italian pharma
                                   Companies


                                   October 2011




Strategic Partners Group                          1
      Proprietary & Confidential                                      TrustPartners
OBJECTIVES



    Document purpose is to describe and analyze the opportunity for an Italian pharmaceutical Company to enter the
    Brazilian market, through :


         • A quick introduction of the potential Brazilian Partner, who can support the Italian Company to enter in the
           market, in terms of organization, business managed and proper assets


         • An overview of possible strategies to entry the Brazilian market and the constraints due to the local market and
           legislation


         • The proposed approach and the support that TrustPartners together with Strategic Partners Group (SPG), an
           international strategic consulting firm, can offer during the agreement process and after




  Strategic Partners Group                                     2
        Proprietary & Confidential                                                                               TrustPartners
INDEX




                                        Our Brazilian Partner

                                        Brazilian market entry opportunity

                                        Proposed approach

                                        Next steps




 Strategic Partners Group                                 3
        Proprietary & Confidential                                            TrustPartners
BRAZILIAN PARTNER: COMPANY PROFILE (1/2)

                                              Description

                                            • Our Brazilian Partner is a company specialized in the Brazilian healthcare market
     Main information                         and focused on trade import/export activities
                                            • Its management has more than 20 years experience in healthcare and food
                                              distribution in Brazil and Latam, working for multinational firms located in Brazil /
                                              Latin America
                                            • Our Brazilian Partner’s offices are located in the Sao Paulo state, the most important
                                              region of Brazil (in terms of population, income pro-capita and business)
                                            • The Company has the ANVISA certification to import and distribute healthcare
                                              products in the Brazilian market
                                            • It can currently distributes pharmaceutical products in the most important pharmacies
                                              in the Sao Paulo state (which accounts for 40% of the pharmacy market in Brazil)



                                            • Our Brazilian Partner has its own warehouse close to Sao Paulo city that can be expanded
        Proper assets                         on needs




Source: Analysis TrustPartners based on Brazilian Partner web site and other sources
   Strategic Partners Group                                                            4
             Proprietary & Confidential                                                                                        TrustPartners
BRAZILIAN PARTNER: COMPANY PROFILE (2/2)

                                              Description

     Agreements and                        • Currently, their existing product portfolio is mainly composed of medical devices
     product portfolio                       articles
                                           • Many advanced discussions with other international firms will probably integrate the
                                             portfolio with:
                                                  • Medical instruments and Diagnosis tools
                                                  • Vitamins and food supplements
                                                  • Plastics disposables and laboratory supplies
                                                  • Oral electrolyte products


      Business model                       • Transport activities around Brazil are committed through sub-contracts
                                             arrangements, to dedicated local firms
         adopted
                                           • Our Brazilian Partner has also good relationships with relevant stakeholders in the
                                             pharmaceutical industry in Brazil, such as:
                                                  • The ANVISA, the national certification boureau that control and allows companies
                                                    to sell their products in Brazil
                                                  • Several Pharmacy chains, that access Brazilian Partner to the healthcare final
                                                    market




Source: Analysis TrustPartners based on Brazilian Partner web site and other sources
   Strategic Partners Group                                                            5
             Proprietary & Confidential                                                                                       TrustPartners
BRAZILIAN PARTNER: KEY ASSETS

                                                                  Description

                                                                  • Direct coverage of Sao Paulo market, that represent about
                                     Brazilian market know how      40% of the Brazilian overall healthcare market
                                                                  • Possible wider coverage through sub-contracts arrangements

                                     Experience in registration   • Direct access to registration process due to the strong
                                             process                relationship with local stakeholders (ANVISA)


                                      Strong relationship with    • Coverage of the main distribution channels (pharmacies,
                                                                    physicians and wholesalers)
                                         local stakeholders
 Brazilian Partner key
         assets
                                                                  • Warehouse located in the most important region of Brazil,
                                           Proper assets            and compliant to the local requirements


                                      Immediate availability to   • Availability of all requirements needed to start commercial
                                          start business            and distribution activities


                                                                  • High flexibility in adopting business model proposed by the
                                             Flexibility            Clients


  Strategic Partners Group                                        6
        Proprietary & Confidential                                                                                  TrustPartners
INDEX




                                        Our Brazilian Partner

                                        Brazilian market entry opportunity

                                          Local market key points

                                          Market entry strategies

                                        Proposed approach

                                        Next steps




 Strategic Partners Group                                 7
        Proprietary & Confidential                                            TrustPartners
PHARMACEUTICAL MARKET IN BRAZIL: KEY POINTS


                                     • In the last years the Brasilian government has pointed out several actions to
                                       get better the pharmaceutical and healthcare market (and improve its
                                       image worldwide), through:


                                          • Incentives and benefits for manufacturing and/or R&D plants located in
                                            Brazil
                                          • Public sanitary service enlargement to a wider share of population
                                          • Awareness campaigns to the population, based on the most relevant
                                            therapeutic areas


                                     • Market barriers are still high, due to an heavy taxation and relevant risks of
                                       patent protected molecular liberalization, in case of “national emergencies”


                                     • No patented products cover a low market share (even if grew up over years)
    Population:                        of about 18-20%
    190 million
    Pharmaceutical market value      • Distribution channel is highly concentrated among few Operators (the first
    2010: 23Billion$                   four cover about 60% of the national market): usually they require a fee of 5-
    Growth rate 2010-2015:             10% based on the total revenues
    20-25%
                                     • Big pharmacies have a relevant market share in the national retail market;
                                       their network controls big part of the most developed regions, in particular in
                                       the south-east of Brazil
  Strategic Partners Group                             8
        Proprietary & Confidential                                                                       TrustPartners
THE ANVISA CERTIFICATION PROCESS



                                                         6 months                12 months                18-24 months



• Cosmetics
• Nutraceuticals

• Food supplements
• Healthcare

• Medical devices

• Pharmaceutical
  products




                                     Products portfolio has to be defined evaluating the time to market




  Strategic Partners Group                                           9
        Proprietary & Confidential                                                                                  TrustPartners
INDEX




                                        Our Brazilian Partner

                                        Brazilian market entry opportunity

                                          Local market key points

                                          Market entry strategies

                                        Proposed approach

                                        Next steps




 Strategic Partners Group                                10
        Proprietary & Confidential                                            TrustPartners
POSSIBLE ENTRY STRATEGY IN BRAZIL


                                                           Description                             Pros and cons

                                                          • Actions focused to direct create new   • Control upon the activities
                                                            local organization or manage /         • Know-how acquisition
                                        Own Subsidiary      acquire local companies
                                                                                                   • High costs and risks
                                                                                                   • Registration issues with
                                                                                                     ANVISA

                                                          • Entry Company goals are achieved       • Low control upon the
                                      Own brand managed     through the strategic support of         activities
Possible entry strategy                                     other local pharma Partners
                                       by local Partner                                            • No know-how acquisition
                                                          • These companies sustain Italian        • Low costs and investments
                                                            Company’s activities with
                                                            investments, know-how and their
                                                            own resources

                                                          • Entry Company product portfolio is     • Low costs and risks
                                                            directly managed by local              • Short time to market
                                         Private label      Partnerships with distributors /
                                                            importers                              • Low control and interaction
                                                                                                     with the final market



  Strategic Partners Group                                     11
         Proprietary & Confidential                                                                             TrustPartners
ENTRY STRATEGY IN BRAZIL: POSSIBLE APPROACH




    Italian Company
    involvement


                                                         Own subsidiary
  High
                                                                                  • The Italian Company may
                                                                                    decide to gradually increase
                                                                                    its involvement in the
Medium                                Own brand managed by local Partner
                                                                                    Brazilian market based on
                                                                                    commercial results or key
                                                                                    product strategy
                                                                                    management
  Low                                   Private label



                                                                           Time


                                                                                            Products management
                                                                                            outsourced
                                                                                            Company internal management
  Strategic Partners Group                                 12
         Proprietary & Confidential                                                                 TrustPartners
ENTRY STRATEGY IN BRAZIL: KEY FACTOR



                                     Description                                      Partner support

                                     • Selection of the products based on the time    • Regulatory information
       Time to market                  to market needed


                                     • Registration process may be realized using     • Registration process
          Registration                 own brand or a private label


                                     • Discussion about the availability of the       • Co-investing
          Investments                  Partner to co-invest in some business area


                                     • Evaluation of the market characteristics and   • Know-how of the local
    Local market coverage              identification of the areas to be covered        market


                                     • Supporting local Partner in defining local     • Know-how of the local
     Sales force strategy              strategies and tactical decisions                market




  Strategic Partners Group                                       13
        Proprietary & Confidential                                                                             TrustPartners
INDEX




                                        Our Brazilian Partner

                                        Brazilian market entry opportunity

                                        Proposed approach

                                        Next steps




 Strategic Partners Group                                14
        Proprietary & Confidential                                            TrustPartners
IMPLEMENTATION ROAD MAP



                                                                                                           Long term activity
                            Deal guidelines          Negotiation               Project set up
                                                                                                             management


  Activities • Product portfolio              • Support in negotiation   • Documentation                • Relationship and flow
               identification based on          activities                 preparing for ANVISA           management between
               the analysis of the            • Definition of the          licensing process              the two involved
               ANVISA requirements              agreement terms &        • Development of a               parties
               and the existing                 conditions                 control and
               Brazilian Partner                                           communication system
               portfolio                      • Agreement closing
                                                                           between the two parties
                 • Customer targeting and                                • Know-how handover
                   market analysis                                         and training for the local
                 • Typology and modality                                   sales force
                   of investments                                        • Start up of the marketing
                                                                           activities, for entry
                                                                           Italian Company, versus
                                                                           Opinion leader, Final
                                                                           Clients and Physicians




  Strategic Partners Group                                         15
        Proprietary & Confidential                                                                                 TrustPartners
IMPLEMENTATION ROAD MAP: PROJECT GUIDELINES




                                                                                                        Long term activity
                               Deal guidelines               Negotiation               Project set up
                                                                                                          management


 Activities        1. Products “in scope”:
                             • Organization of meetings with our Brazilian Partner
                             • Company’s products classification on the basis of ANVISA
                               criteria
                             • Time to market definition for the different products
                             • Portfolio products identification
                   2. Market analysis:
                             • Identification of the main regional cluster
                             • Customer Targeting and distribution channels (pharmacies,
                               hospitals and private clinics, stores, …)
                   3. Commercial agreements between the two parties:
                             • Analysis of current entry Company partnerships for Import/Export
                               activities to find possible solution to be used
                             • Negotiation, with the Partner, about the best commercial solution
                               (with minimum stock, selling on consignment, …) and the product
                               selling price

   Strategic Partners Group                                                  16
          Proprietary & Confidential                                                                           TrustPartners
IMPLEMENTATION ROAD MAP: NEGOTIATION




                                                                                                Long term activity
                               Deal guidelines              Negotiation        Project set up
                                                                                                  management


 Activities        1. Support in negotiation activities
                   2. Definition of the agreement Terms & Condition:
                             • Legal arguments
                             • Commercial conditions
                             • Products price and margins
                   3. Documentation development support
                   4. Agreement closing




   Strategic Partners Group                                               17
          Proprietary & Confidential                                                                   TrustPartners
IMPLEMENTATION ROAD MAP: ACTIVITIES SET UP




                                                                                                           Long term activity
                               Deal guidelines               Negotiation                  Project set up
                                                                                                             management


 Activities        1. Legal and regulatory aspects verify:
                             • Analysis of local requirements and constraint for the product
                               distribution
                             • Road map definition
                             • Proper documents development
                   2. Control activities set up:
                        • Identification of the key phases of the process
                             • Development of a communication and control system
                   3. Marketing and know-how activities regarding the product:
                       • Organization of training activities, for the Sales force, about the
                          product portfolio
                             • Selection of a list of Opinion leader, medics and other relevant
                               stakeholder, to provide marketing activities




   Strategic Partners Group                                                18
          Proprietary & Confidential                                                                              TrustPartners
INDEX




                                        Our Brazilian Partner

                                        Brazilian market entry opportunity

                                        Proposed approach

                                        Next steps




 Strategic Partners Group                                19
        Proprietary & Confidential                                            TrustPartners
NEXT STEPS


    • To verify Company interest in the opportunity


    • To identify the most effective entry strategy


    • To organize a first meeting with our Brazilian Partner




  Strategic Partners Group                                     20
        Proprietary & Confidential                                  TrustPartners

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Brasilian market - entry strategies for Italian Pharma Companies

  • 1. TrustPartners Confidential Brasilian market: proposed entry strategy for Italian pharma Companies October 2011 Strategic Partners Group 1 Proprietary & Confidential TrustPartners
  • 2. OBJECTIVES Document purpose is to describe and analyze the opportunity for an Italian pharmaceutical Company to enter the Brazilian market, through : • A quick introduction of the potential Brazilian Partner, who can support the Italian Company to enter in the market, in terms of organization, business managed and proper assets • An overview of possible strategies to entry the Brazilian market and the constraints due to the local market and legislation • The proposed approach and the support that TrustPartners together with Strategic Partners Group (SPG), an international strategic consulting firm, can offer during the agreement process and after Strategic Partners Group 2 Proprietary & Confidential TrustPartners
  • 3. INDEX  Our Brazilian Partner  Brazilian market entry opportunity  Proposed approach  Next steps Strategic Partners Group 3 Proprietary & Confidential TrustPartners
  • 4. BRAZILIAN PARTNER: COMPANY PROFILE (1/2) Description • Our Brazilian Partner is a company specialized in the Brazilian healthcare market Main information and focused on trade import/export activities • Its management has more than 20 years experience in healthcare and food distribution in Brazil and Latam, working for multinational firms located in Brazil / Latin America • Our Brazilian Partner’s offices are located in the Sao Paulo state, the most important region of Brazil (in terms of population, income pro-capita and business) • The Company has the ANVISA certification to import and distribute healthcare products in the Brazilian market • It can currently distributes pharmaceutical products in the most important pharmacies in the Sao Paulo state (which accounts for 40% of the pharmacy market in Brazil) • Our Brazilian Partner has its own warehouse close to Sao Paulo city that can be expanded Proper assets on needs Source: Analysis TrustPartners based on Brazilian Partner web site and other sources Strategic Partners Group 4 Proprietary & Confidential TrustPartners
  • 5. BRAZILIAN PARTNER: COMPANY PROFILE (2/2) Description Agreements and • Currently, their existing product portfolio is mainly composed of medical devices product portfolio articles • Many advanced discussions with other international firms will probably integrate the portfolio with: • Medical instruments and Diagnosis tools • Vitamins and food supplements • Plastics disposables and laboratory supplies • Oral electrolyte products Business model • Transport activities around Brazil are committed through sub-contracts arrangements, to dedicated local firms adopted • Our Brazilian Partner has also good relationships with relevant stakeholders in the pharmaceutical industry in Brazil, such as: • The ANVISA, the national certification boureau that control and allows companies to sell their products in Brazil • Several Pharmacy chains, that access Brazilian Partner to the healthcare final market Source: Analysis TrustPartners based on Brazilian Partner web site and other sources Strategic Partners Group 5 Proprietary & Confidential TrustPartners
  • 6. BRAZILIAN PARTNER: KEY ASSETS Description • Direct coverage of Sao Paulo market, that represent about Brazilian market know how 40% of the Brazilian overall healthcare market • Possible wider coverage through sub-contracts arrangements Experience in registration • Direct access to registration process due to the strong process relationship with local stakeholders (ANVISA) Strong relationship with • Coverage of the main distribution channels (pharmacies, physicians and wholesalers) local stakeholders Brazilian Partner key assets • Warehouse located in the most important region of Brazil, Proper assets and compliant to the local requirements Immediate availability to • Availability of all requirements needed to start commercial start business and distribution activities • High flexibility in adopting business model proposed by the Flexibility Clients Strategic Partners Group 6 Proprietary & Confidential TrustPartners
  • 7. INDEX  Our Brazilian Partner  Brazilian market entry opportunity  Local market key points  Market entry strategies  Proposed approach  Next steps Strategic Partners Group 7 Proprietary & Confidential TrustPartners
  • 8. PHARMACEUTICAL MARKET IN BRAZIL: KEY POINTS • In the last years the Brasilian government has pointed out several actions to get better the pharmaceutical and healthcare market (and improve its image worldwide), through: • Incentives and benefits for manufacturing and/or R&D plants located in Brazil • Public sanitary service enlargement to a wider share of population • Awareness campaigns to the population, based on the most relevant therapeutic areas • Market barriers are still high, due to an heavy taxation and relevant risks of patent protected molecular liberalization, in case of “national emergencies” • No patented products cover a low market share (even if grew up over years) Population: of about 18-20% 190 million Pharmaceutical market value • Distribution channel is highly concentrated among few Operators (the first 2010: 23Billion$ four cover about 60% of the national market): usually they require a fee of 5- Growth rate 2010-2015: 10% based on the total revenues 20-25% • Big pharmacies have a relevant market share in the national retail market; their network controls big part of the most developed regions, in particular in the south-east of Brazil Strategic Partners Group 8 Proprietary & Confidential TrustPartners
  • 9. THE ANVISA CERTIFICATION PROCESS 6 months 12 months 18-24 months • Cosmetics • Nutraceuticals • Food supplements • Healthcare • Medical devices • Pharmaceutical products Products portfolio has to be defined evaluating the time to market Strategic Partners Group 9 Proprietary & Confidential TrustPartners
  • 10. INDEX  Our Brazilian Partner  Brazilian market entry opportunity  Local market key points  Market entry strategies  Proposed approach  Next steps Strategic Partners Group 10 Proprietary & Confidential TrustPartners
  • 11. POSSIBLE ENTRY STRATEGY IN BRAZIL Description Pros and cons • Actions focused to direct create new • Control upon the activities local organization or manage / • Know-how acquisition Own Subsidiary acquire local companies • High costs and risks • Registration issues with ANVISA • Entry Company goals are achieved • Low control upon the Own brand managed through the strategic support of activities Possible entry strategy other local pharma Partners by local Partner • No know-how acquisition • These companies sustain Italian • Low costs and investments Company’s activities with investments, know-how and their own resources • Entry Company product portfolio is • Low costs and risks directly managed by local • Short time to market Private label Partnerships with distributors / importers • Low control and interaction with the final market Strategic Partners Group 11 Proprietary & Confidential TrustPartners
  • 12. ENTRY STRATEGY IN BRAZIL: POSSIBLE APPROACH Italian Company involvement Own subsidiary High • The Italian Company may decide to gradually increase its involvement in the Medium Own brand managed by local Partner Brazilian market based on commercial results or key product strategy management Low Private label Time Products management outsourced Company internal management Strategic Partners Group 12 Proprietary & Confidential TrustPartners
  • 13. ENTRY STRATEGY IN BRAZIL: KEY FACTOR Description Partner support • Selection of the products based on the time • Regulatory information Time to market to market needed • Registration process may be realized using • Registration process Registration own brand or a private label • Discussion about the availability of the • Co-investing Investments Partner to co-invest in some business area • Evaluation of the market characteristics and • Know-how of the local Local market coverage identification of the areas to be covered market • Supporting local Partner in defining local • Know-how of the local Sales force strategy strategies and tactical decisions market Strategic Partners Group 13 Proprietary & Confidential TrustPartners
  • 14. INDEX  Our Brazilian Partner  Brazilian market entry opportunity  Proposed approach  Next steps Strategic Partners Group 14 Proprietary & Confidential TrustPartners
  • 15. IMPLEMENTATION ROAD MAP Long term activity Deal guidelines Negotiation Project set up management Activities • Product portfolio • Support in negotiation • Documentation • Relationship and flow identification based on activities preparing for ANVISA management between the analysis of the • Definition of the licensing process the two involved ANVISA requirements agreement terms & • Development of a parties and the existing conditions control and Brazilian Partner communication system portfolio • Agreement closing between the two parties • Customer targeting and • Know-how handover market analysis and training for the local • Typology and modality sales force of investments • Start up of the marketing activities, for entry Italian Company, versus Opinion leader, Final Clients and Physicians Strategic Partners Group 15 Proprietary & Confidential TrustPartners
  • 16. IMPLEMENTATION ROAD MAP: PROJECT GUIDELINES Long term activity Deal guidelines Negotiation Project set up management Activities 1. Products “in scope”: • Organization of meetings with our Brazilian Partner • Company’s products classification on the basis of ANVISA criteria • Time to market definition for the different products • Portfolio products identification 2. Market analysis: • Identification of the main regional cluster • Customer Targeting and distribution channels (pharmacies, hospitals and private clinics, stores, …) 3. Commercial agreements between the two parties: • Analysis of current entry Company partnerships for Import/Export activities to find possible solution to be used • Negotiation, with the Partner, about the best commercial solution (with minimum stock, selling on consignment, …) and the product selling price Strategic Partners Group 16 Proprietary & Confidential TrustPartners
  • 17. IMPLEMENTATION ROAD MAP: NEGOTIATION Long term activity Deal guidelines Negotiation Project set up management Activities 1. Support in negotiation activities 2. Definition of the agreement Terms & Condition: • Legal arguments • Commercial conditions • Products price and margins 3. Documentation development support 4. Agreement closing Strategic Partners Group 17 Proprietary & Confidential TrustPartners
  • 18. IMPLEMENTATION ROAD MAP: ACTIVITIES SET UP Long term activity Deal guidelines Negotiation Project set up management Activities 1. Legal and regulatory aspects verify: • Analysis of local requirements and constraint for the product distribution • Road map definition • Proper documents development 2. Control activities set up: • Identification of the key phases of the process • Development of a communication and control system 3. Marketing and know-how activities regarding the product: • Organization of training activities, for the Sales force, about the product portfolio • Selection of a list of Opinion leader, medics and other relevant stakeholder, to provide marketing activities Strategic Partners Group 18 Proprietary & Confidential TrustPartners
  • 19. INDEX  Our Brazilian Partner  Brazilian market entry opportunity  Proposed approach  Next steps Strategic Partners Group 19 Proprietary & Confidential TrustPartners
  • 20. NEXT STEPS • To verify Company interest in the opportunity • To identify the most effective entry strategy • To organize a first meeting with our Brazilian Partner Strategic Partners Group 20 Proprietary & Confidential TrustPartners