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Ironwood Pharmaceuticals Provides Fourth Quarter and Full Year 2016 Investor Update

February 21, 2017 4:01 PM

– Ironwood revenue in 2016 was $274 million, an 83% increase over 2015, driven primarily by 2016 LINZESS® (linaclotide) U.S. net sales of $626 million and expansion of LINZESS commercial margin to 58% –

– Key pipeline milestones in linaclotide colonic release, vascular/fibrotic diseases, and uncontrolled gout programs –

– Multiple value-creating catalysts expected in 2017, including 2 commercial launches, ≥4 mid-stage clinical data readouts and ≥4 mid- to late-stage trial initiations –

– R&D Day on Thursday, March 9th to provide detailed discussion of Ironwood’s strategy and execution –

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD), a commercial biotechnology company, today provided an update on its fourth quarter and full year 2016 results and recent business activities.

“Ironwood’s outstanding performance in 2016 was driven by continued strong growth in LINZESS demand and profitability, the launch of ZURAMPIC® - our first marketed product for uncontrolled gout, topline data from our linaclotide colonic release Phase IIb trial and the advancement of sGC stimulators IW-1973 and IW-1701 into Phase IIa studies,” said Peter Hecht, chief executive officer of Ironwood. “We look forward to continuing this momentum in 2017, as we expect our two innovative commercial products to grow large markets through our focused commercial effort, and our innovation to deliver multiple commercial launches and numerous catalysts from our mid- to late-stage pipeline.”

Fourth Quarter and Full Year 2016 and Recent Highlights

Irritable Bowel Syndrome with Constipation (IBS-C) / Chronic Idiopathic Constipation (CIC)

Uncontrolled Gout

Uncontrolled Gastroesophageal Reflux Disease (GERD)

Vascular and Fibrotic Diseases

Global Collaborations and Partnerships

Corporate and Financials

Non-GAAP Financial Measures

The company presents non-GAAP net loss and non-GAAP net loss per share to exclude the impact of net gains and losses on the derivatives related to our convertible notes that are required to be marked-to-market, as well as the amortization of acquired intangible assets and the fair value remeasurement of contingent consideration associated with Ironwood’s U.S. licensing agreement with AstraZeneca for the exclusive rights to all products containing lesinurad. The derivative gains and losses may be highly variable, difficult to predict and of a size that could have a substantial impact on the company’s reported results of operations in any given period. The acquired intangible assets are valued as of the date of acquisition and are amortized over their estimated economic useful life, and management believes excluding the amortization of acquired intangible assets provides more consistency with the treatment of internally developed intangible assets for which research and development costs were previously expensed. The contingent consideration balance is remeasured each reporting period, and the resulting change in fair value impacts the company’s reported results of operations. The changes in the fair value remeasurement of contingent consideration do not correlate to the company’s actual cash payment obligations in the relevant period. Management believes this non-GAAP information is useful for investors, taken in conjunction with Ironwood’s GAAP financial statements, because it provides greater transparency and period-over-period comparability with respect to Ironwood’s operating performance. These measures are also used by management to assess the performance of the business. Investors should consider these non-GAAP measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. For a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, please refer to the table at the end of this press release.

Conference Call Information

Ironwood will host a conference call and webcast at 4:30 p.m. Eastern Time, on Tuesday, February 21, to discuss its fourth quarter and full year 2016 results and recent business activities. Individuals interested in participating in the call should dial (877) 643-7155 (U.S. and Canada) or (914) 495-8552 (international) using conference ID number 59788100. To access the webcast, please visit the Investors section of Ironwood’s website at www.ironwoodpharma.com at least 15 minutes prior to the start of the call to ensure adequate time for any software downloads that may be required. The call will be available for replay via telephone starting at approximately 7:30 p.m. Eastern Time, on February 21, running through 11:59 p.m. Eastern Time on February 28, 2017. To listen to the replay, dial (855) 859-2056 (U.S. and Canada) or (404) 537-3406 (international) using conference ID number 59788100. The archived webcast will be available on Ironwood’s website for 14 days beginning approximately one hour after the call has completed.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (NASDAQ: IRWD) is a commercial biotechnology company focused on creating medicines that make a difference for patients, building value for our fellow shareholders, and empowering our passionate team. We are commercializing two innovative primary care products: linaclotide, the U.S. branded prescription market leader for adults with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC), and lesinurad, which is approved to be taken with a xanthine oxidase inhibitor (XOI) for the treatment of hyperuricemia associated with uncontrolled gout. We are also advancing a pipeline of internally and externally generated innovative product candidates in areas of significant unmet need, including uncontrolled gastroesophageal reflux disease and vascular and fibrotic diseases. Ironwood was founded in 1998 and is headquartered in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both these locations.

About LINZESS (linaclotide)

LINZESS® is the #1 prescribed brand for the treatment of adult patients with irritable bowel syndrome with constipation (IBS-C) and chronic idiopathic constipation (CIC), based on QuintilesIMS data. Since its FDA approval in August of 2012 and subsequent launch in December 2012, nearly 1.5 million unique patients have filled nearly 7 million prescriptions for LINZESS, according to QuintilesIMS.

LINZESS is a once-daily capsule that helps relieve the abdominal pain and constipation associated with IBS-C, as well as the constipation, infrequent stools, hard stools, straining, and incomplete evacuation associated with CIC. The recommended dose is 290 mcg for IBS-C patients and 145 mcg for CIC patients, with a 72 mcg dose approved for use in CIC depending on individual patient presentation or tolerability. LINZESS should be taken at least 30 minutes before the first meal of the day.

LINZESS is contraindicated in pediatric patients less than 6 years of age. The safety and effectiveness of LINZESS in pediatric patients less than 18 years of age have not been established. In neonatal mice, linaclotide increased fluid secretion as a consequence of GC-C agonism resulting in mortality within the first 24 hours due to dehydration. Due to increased intestinal expression of GC-C, patients less than 6 years of age may be more likely than patients 6 years if age and older to develop severe diarrhea and its potentially serious consequences. In adults with IBS-C or CIC treated with LINZESS, the most commonly reported adverse event was diarrhea.

LINZESS is not a laxative; it is the first medicine approved by the FDA in a class called guanylate cyclase-C (GC-C) agonists. LINZESS contains a peptide called linaclotide that is structurally related to the naturally occurring peptides guanylin and uroguanylin, which activate the GC-C receptor in the intestine. Activation of GC-C is thought to result in increased intestinal fluid secretion and accelerated transit and a decrease in the activity of pain-sensing nerves in the intestine. The clinical relevance of the effect on pain fibers, which is based on nonclinical studies, has not been established.

In the United States, Ironwood and Allergan plc co-develop and co-commercialize LINZESS for the treatment of adults with IBS-C or CIC. In Europe, Allergan markets linaclotide under the brand name CONSTELLA® for the treatment of adults with moderate to severe IBS-C. In Japan, Ironwood's partner Astellas received approval of linaclotide under the brand name LINZESS for the treatment of adults with IBS-C. Ironwood also has partnered with AstraZeneca for development and commercialization of linaclotide in China and with Allergan for development and commercialization of linaclotide in all other territories worldwide.

About ZURAMPIC (lesinurad) 200mg tablets

ZURAMPIC (lesinurad) works in combination with xanthine oxidase inhibitors (XOIs) to treat hyperuricemia associated with uncontrolled gout. ZURAMPIC is not recommended for the treatment of asymptomatic hyperuricemia and should not be used as monotherapy. XOIs reduce the production of uric acid; ZURAMPIC increases the excretion of uric acid. Together, the combination of ZURAMPIC and an XOI provides a dual mechanism of action that both decreases production and increases excretion of uric acid, thereby lowering serum uric acid (sUA) levels in patients who have not achieved target serum uric acid levels with XOI treatment alone. ZURAMPIC selectively inhibits the function of transporter proteins uric acid transporter 1 (URAT1) and organic anion transporter 4 (OAT4), involved in uric acid reabsorption in the kidney. The safety and efficacy of ZURAMPIC was established in three Phase III clinical trials that evaluated a once-daily dose of ZURAMPIC in combination with the XOI allopurinol or febuxostat compared to XOI alone. The boxed warning for ZURAMPIC states that acute renal failure has occurred with ZURAMPIC and was more common when ZURAMPIC was given alone and reinforces that ZURAMPIC should be used in combination with an XOI.

LINZESS Important Safety Information

INDICATIONS AND USAGE

LINZESS (linaclotide) is indicated in adults for the treatment of both irritable bowel syndrome with constipation (IBS-C) and chronic idiopathic constipation (CIC).

IMPORTANT SAFETY INFORMATION

WARNING: RISK OF SERIOUS DEHYDRATION IN PEDIATRIC PATIENTS

LINZESS is contraindicated in patients less than 6 years of age. In nonclinical studies in neonatal mice, administration of a single, clinically relevant adult oral dose of linaclotide caused deaths due to dehydration. Use of LINZESS should be avoided in patients 6 years to less than 18 years of age. The safety and effectiveness of LINZESS have not been established in patients less than 18 years of age.

Contraindications

Warnings and Precautions

Pediatric Risk

Diarrhea

Common Adverse Reactions (incidence ≥2% and greater than placebo)

Please see full Prescribing Information including Boxed Warning: http://www.allergan.com/assets/pdf/linzess_pi

ZURAMPIC Important Safety Information and Limitations of Use

WARNING: RISK OF ACUTE RENAL FAILURE MORE COMMON WHEN USED WITHOUT A XANTHINE OXIDASE INHIBITOR (XOI)

  • Acute renal failure has occurred with ZURAMPIC and was more common when ZURAMPIC was given alone
  • ZURAMPIC should be used in combination with an XOI

Contraindications:

Warnings and Precautions:

Adverse Reactions:

Indication and Limitations of Use for ZURAMPIC

ZURAMPIC is a URAT1 inhibitor indicated in combination with an XOI for the treatment of hyperuricemia associated with gout in patients who have not achieved target serum uric acid levels with an XOI alone.

Please see full Prescribing Information, including Boxed Warning, at: http://www.azpicentral.com/zurampic/zurampic.pdf.

VIBERZI Important Safety Information

Contraindications

Warnings and Precautions

Sphincter of Oddi Spasm:

Pancreatitis:

Adverse Reactions

Please see full Prescribing Information for VIBERZI: http://www.allergan.com/assets/pdf/viberzi_pi

LINZESS® and CONSTELLA® are trademarks of Ironwood Pharmaceuticals, Inc., and ZURAMPIC® and DUZALLOTM are trademarks of AstraZeneca AB. Any other trademarks referred to in this press release are the property of their respective owners. All rights reserved.

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the development, launch, introduction and commercial potential of linaclotide, lesinurad, our product candidates (including expectations related to the introduction of LINZESS 72 mcg dose and launch of DUZALLO) and the other products that we promote and the drivers, timing, impact and results thereof; expectations concerning the timing of when we will become cash flow positive; market size, growth and opportunity, including peak sales and the potential demand for linaclotide, lesinurad and our product candidates, as well as their potential impact on applicable markets; the potential indications for, and benefits of, linaclotide, lesinurad and our product candidates; the anticipated timing of preclinical, clinical and regulatory developments and the design, timing and results of clinical and preclinical studies; the potential for, and timing of, regulatory submissions and approvals for linaclotide, lesinurad and our product candidates; expected periods of patent exclusivity; the strength of the intellectual property protection for linaclotide, lesinurad and our product candidates and our intentions and efforts to protect such intellectual property; our potential for sustainable, high-margin growth and shareholder returns; and our financial performance and results, and guidance and expectations related thereto, including expectations related to Ironwood revenue CAGR, margin expansion, cash used for operations, LINZESS U.S. net sales, R&D expenses, SG&A expenses, total LINZESS marketing and sales expenses, net interest expenses, rapidly increasing LINZESS profitability and Ironwood revenues. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include the risk that we are unable to successfully integrate lesinurad into our existing business, commercialize lesinurad or realize the anticipated benefits of the lesinurad transaction; those related to the effectiveness of commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development; our reliance on AstraZeneca to provide critical support services related to lesinurad; the risk that findings from our completed nonclinical and clinical studies may not be replicated in later studies; efficacy, safety and tolerability of linaclotide, lesinurad and our product candidates; decisions by regulatory authorities; the risk that we may never get sufficient patent protection for linaclotide and our product candidates or that we are not able to successfully protect such patents; the outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including ANDA litigation; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues, linaclotide, lesinurad or our product candidates; the risk that we are unable to manage our operating expenses or cash use for operations, or are unable to commercialize our products, within the guided ranges or otherwise as expected; and the risks listed under the heading "Risk Factors" and elsewhere in Ironwood's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, and in our subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this press release, and Ironwood undertakes no obligation to update these forward-looking statements. Further, Ironwood considers the net profit for the U.S. LINZESS brand collaboration with Allergan in assessing the product's performance and calculates it based on inputs from both Ironwood and Allergan. This figure should not be considered a substitute for Ironwood's GAAP financial results. An explanation of our calculation of this figure is provided in the U.S. LINZESS Brand Collaboration table and related footnotes accompanying this press release.

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

December31, 2016

December31, 2015

Assets
Cash, cash equivalents and available-for-sale securities $ 305,216 $ 439,394
Accounts receivable, net 64,854 54,518
Inventory 1,081 -
Prepaid expenses and other current assets 9,030 6,293
Total current assets 380,181 500,205
Property and equipment, net 20,512 21,075
Convertible note hedges 132,521 86,466
Intangible assets, net 166,119 -
Goodwill 785 -
Other assets 9,703 11,375
Total assets $ 709,821 $ 619,121
Liabilities and Stockholders’ Equity
Accounts payable, accrued expenses and other current liabilities $ 62,941 $ 36,135
Current portion of capital lease obligations 6,227 2,631
Current portion of deferred rent 7,719 5,544
Current portion of deferred revenue - 7,191
Current portion of long-term debt - 24,964
Current portion of contingent consideration 14,244 -
Total current liabilities 91,131 76,465
Capital lease obligations 82 306
Deferred rent 557 6,395
Deferred revenue - 1,798
Other liabilities 8,190 10,120
Contingent consideration 63,416 -
Note hedge warrants 113,237 75,328
Convertible notes 234,243 220,620
Long-term debt 132,249 132,964
Total stockholders’ equity 66,716 95,125
Total liabilities and stockholders’ equity $ 709,821 $ 619,121

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2016 2015 2016 2015
Collaborative arrangements revenue $ 87,459 $ 53,307 $ 273,957 $ 149,555
Cost and expenses:
Cost of revenue, excluding amortization of acquired intangible asset 1,868 - 1,868 12
Write-down of inventory to net realizable value and loss on non-cancellable purchase commitments 374 - 374 17,638
Research and development 38,442 27,627 139,492 108,746
Selling, general and administrative 55,208 31,507 173,281 125,247
Amortization of acquired intangible asset (3,297 ) - 981 -

Loss on fair value remeasurement of contingent consideration

1,164 - 9,831 -
Total cost and expenses 93,759 59,134 325,827 251,643
Loss from operations (6,300 ) (5,827 ) (51,870 ) (102,088 )
Other (expense) income:
Interest expense, net (9,308 ) (9,830 ) (37,984 ) (30,653 )
Gain (loss) on derivatives 2,103 1,620 8,146 (9,928 )
Other expense, net (7,205 ) (8,210 ) (29,838 ) (40,581 )
GAAP net loss $ (13,505 ) $ (14,037 ) $ (81,708 ) $ (142,669 )
GAAP net loss per share—basic and diluted $ (0.09 ) $ (0.10 ) $ (0.56 ) $ (1.00 )

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2016 2015 2016 2015
Non-GAAP net loss $ (17,741 ) $ (15,657 ) $ (79,042 ) $ (132,741 )
Non-GAAP net loss per share (basic and diluted) $ (0.12 ) $ (0.11 ) $ (0.55 ) $ (0.93 )
Weighted average number of common shares used in net loss per share — basic and diluted 146,274 142,751 144,928 142,155

Reconciliation of GAAP Results to Non-GAAP Financial Measures(In thousands, except per share amounts)(unaudited)

A reconciliation between net loss on a GAAP basis and on a non-GAAP basis is as follows:

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2016 2015 2016 2015
GAAP net loss $ (13,505 ) $ (14,037 ) $ (81,708 ) $ (142,669 )
Adjustments:
Mark-to-market adjustments on the derivatives related to convertible notes, net (2,103 ) (1,620 ) (8,146 ) 9,928
Amortization of acquired intangible asset (3,297 ) - 981 -
Fair value remeasurement of contingent consideration 1,164 - 9,831 -
Non-GAAP net loss $ (17,741 ) $ (15,657 ) $ (79,042 ) $ (132,741 )

A reconciliation between diluted net loss per share on a GAAP basis and on a non-GAAP basis is as follows:

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2016 2015 2016 2015
GAAP net loss per share – basic and diluted $ (0.09 ) $ (0.10 ) $ (0.56 ) $ (1.00 )
Adjustments to GAAP net loss per share (as detailed above) (0.03 ) 0.01 0.02 0.07
Non-GAAP net loss per share – basic and diluted $ (0.12 ) $ (0.11 ) $ (0.55 ) $ (0.93 )

U.S. LINZESS Brand Collaboration1

Revenue/Expense Calculation

(In thousands)

(unaudited)

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2016 2015 2016 2015
LINZESS U.S. net sales $ 173,575 $ 129,726 $ 625,555 $ 454,769

Commercial costs and expenses2

67,397 45,963 265,238 247,236
Commercial profit on sales of LINZESS $ 106,178 $ 83,763 $ 360,317 $ 207,533

Commercial Margin3

61 % 65 % 58 % 46 %
Ironwood’s share of net profit $ 53,089 $ 41,882 $ 180,159 $ 103,767

Ironwood’s selling, general and administrative expenses4

9,674 7,381 35,197 32,028
Profit share adjustment5 - - 2,370 (2,370 )
Ironwood’s collaborative arrangement revenue $ 62,763 $ 49,263 $ 217,726 $ 133,425

1 Ironwood collaborates with Allergan on the development and commercialization of linaclotide in North America. Under the terms of the collaboration agreement, Ironwood receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. The purpose of this table is to present calculations of Ironwood’s share of net profit (loss) generated from the sales of LINZESS in the U.S. and Ironwood’s collaboration revenue/expense; however, the table does not present the research and development expenses related to LINZESS in the U.S. that are shared equally between the parties under the collaboration agreement. For the three months ended December 31, 2016, net profit for the U.S. LINZESS brand collaboration with Allergan was $89.7 million, calculated by subtracting $67.4 million in commercial costs and expenses and $16.5 million in research and development expenses, from LINZESS U.S. net sales of $173.6 million. For the full year 2016, net profit for the U.S. LINZESS brand collaboration with Allergan was $287.9 million, calculated by subtracting $265.2 million in commercial costs and expenses and $72.5 million in research and development expenses, from LINZESS U.S. net sales of $625.6 million.2 Includes cost of goods sold incurred by Allergan as well as selling, general and administrative expenses incurred by Allergan and Ironwood that are attributable to the cost-sharing arrangement between the parties.3 Commercial margin is defined as commercial profit on sales of LINZESS as a percent of total LINZESS U.S. net sales.4 Includes Ironwood’s selling, general and administrative expenses attributable to the cost-sharing arrangement with Allergan.5 Ironwood or Allergan may incur additional expenses related to certain contractual obligations, resulting in an adjustment to the company’s or Allergan’s share of the net profits as stipulated by the collaboration agreement.

Ironwood Pharmaceuticals, Inc.

Media Relations

Trista Morrison, 617-374-5095

Director, Corporate Communications

[email protected]

or

Investor Relations

Meredith Kaya, 617-374-5082

Director, Investor Relations

[email protected]

Source: Ironwood Pharmaceuticals, Inc.

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