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Important Notice This Offering Is Available Only IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) UNDER RULE 144A OR (2) PERSONS OUTSIDE OF THE UNITED STATES MEETING APPLICABLE RESTRICTIONS IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Company or the Joint Global Coordinators (each as defined in the Offering Circular) as a result of such access. NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS DOCUMENT CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR. Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) (subject to certain exceptions) or (2) persons who are outside of the United States. By accessing this Offering Circular, you shall be deemed to have represented to the Company and the Joint Global Coordinators that (1) you and any customers you represent are either (a) QIBs, subject to certain exceptions, or (b) outside of the United States and (2) you consent to delivery of such Offering Circular by electronic transmission. If you are in the United States you are deemed to confirm that you have already signed an investor letter and returned it to the Joint Global Coordinators. Other restrictions may apply as set out in the attached Offering Circular and you shall be deemed to have represented to the Company and the Joint Global Coordinators that you have complied therewith. You are reminded that this Offering Circular has been made available to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Global Coordinators or any affiliate of the Joint Global Coordinators is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Global Coordinators or such affiliate on behalf of the Company in such jurisdiction. This Offering Circular has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently, none of the Company or the Joint Global Coordinators nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Global Coordinators. This document comprises 185 pages including this notice; please ensure that your copy is complete. You are responsible for protecting yourself against viruses and other destructive items. Your use of this document is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. INTERNATIONAL OFFERING CIRCULAR LifeCycle Pharma A/S (a public company incorporated with limited liability under the laws of the Kingdom of Denmark, registered number 26527767) Rights issue of up to a maximum of 395,974,670 new Shares of nominal DKK 1 each at DKK 1.20 per Share with Preemptive Rights for Existing Shareholders at the ratio of 7:1 This offering circular (the “Offering Circular”) has been prepared in connection with a capital increase comprising an offering (the “Offering”) of up to a maximum of 395,974,670 new Shares (the “Offer Shares”) of nominal DKK 1 each of LifeCycle Pharma A/S (the “Company” or “LifeCycle Pharma”) with preemptive rights to subscribe for Offer Shares (“Preemptive Rights”) to the Existing Shareholders (as defi ned below) at the ratio of 7:1. As of the date of this Offering Circular (the “Offering Circular Date”), but prior to the Offering, the Company’s registered share capital is nominal DKK 56,567,810 and consists of 56,567,810 Shares of nominal DKK 1 each, all of which are fully paid (the “Existing Shares”). Pursuant to the authorisation adopted as Article 9 of the Company’s Articles of Association, the board of directors (the “Board of Directors”) passed a resolution on 29 October 2010 to increase the Company’s share capital by up to nominal DKK 395,974,670 (corresponding to 395,974,670 Offer Shares of nominal DKK 1 each). The capital increase will be carried out with Preemptive Rights for Existing Shareholders. Offer Shares which have not been subscribed for by the Company’s shareholders through the exercise of their allocated Preemptive Rights or by other investors through the exercise of their acquired Preemptive Rights before the expiry of the Subscription Period (“Remaining Shares”) may be subscribed for, without com- pensation to the holders of unexercised Preemptive Rights, by Existing Shareholders and other investors who have made binding undertakings to subscribe for Offer Shares at the Offer Price before the end of the Subscription Period. In the event that binding undertakings made by Existing Shareholders and other inves- tors exceed the number of Remaining Shares, the of Shares will be allocated on the basis of a plan of distribution to be determined by the Board of Directors upon consultation with the Joint Global Coordinators. Allocation will be made on the basis of undertakings received without taking into account whether or not the subscribers are shareholders. The advance undertakings made by LFI a/s and Novo A/S to subscribe for Remaining Shares, as described below, have for effect that they will be subordinate to the other undertakings. On 4 November 2010 at 12:30 p.m. CET (the “Allocation Time”) any person registered with VP Securities A/S (“VP Securities”) as a shareholder of the Company (“Existing Shareholders”) will be allocated 7 Preemptive Rights for each Existing Share held. For every 1 Preemptive Right, the holder will be entitled to subscribe for one (1) Offer Share at a price of DKK 1.20 per Offer Share (the “Offer Price”), which is below the offi cially quoted price of the Existing Shares on 25 October 2010 of DKK 3.02 per Share. The trading period for the Preemptive Rights will commence on 2 November 2010 at 9:00 a.m. CET and close on 15 November 2010 at 5:00 p.m. CET. The subscription period for the Offer Shares (the “Subscription Period” or the “Offer Period”) commences on 5 November 2010 at 9:00 a.m. CET and closes on 18 November 2010 at 5:00 p.m. CET. Preemptive Rights that are not exercised during the Subscription Period will lapse with no value, and the holder of such Preemptive Rights will not be entitled to compensation. Once a holder of Preemptive Rights has exercised such rights and subscribed for Offer Shares, such subscription cannot be revoked or modifi ed by the holder. The Preemptive Rights have been approved for trading and offi cial listing on NAS- DAQ OMX Copenhagen A/S (“NASDAQ OMX”). Investors should be aware that an investment in the Preemptive Rights and the Offer Shares involves a high degree of risk. See “Risk factors” to read about factors that should be considered before investing in the Preemptive Rights and the Offer Shares. LFI a/s, Novo A/S and Alta Partners have each made an advance undertaking to exercise the Preemptive Rights allocated to them in the Offering to subscribe for, in aggregate, 229,806,983 Offer Shares. In addition, LFI a/s and Novo A/S have made advance undertakings to subscribe for those Offer Shares that are not (i) subscribed for through the exercise of Preemptive Rights or (ii) otherwise subscribed for by shareholders and investors who, prior to the expiry of the Subscription Period, have submitted binding undertakings to the Joint Global Coordinators to subscribe for Offer Shares at the Offer Price.
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