Torreya Overview

February 2020

Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC. In Europe such services are offered through Torreya Partners (Europe) LLP, which is authorized and regulated by the UK Financial Conduct Authority. Torreya is a Global Healthcare Firm

We are known for: Representative Transaction Work • Deep Relationships Mergers & Acquisitions Acquisition of Sale to Option to be acquired Sale of Majority We have strong personal generics business of Sale to by Stake to relationships across the pharmaceutical and healthcare sectors. $1.05 billion $658 million $215 million June 2017 June 2014 November 2019 January 2019 January 2020

• Operating Perspective Generic Pharma Specialty Pharma Bioproduction Specialty Pharma Biotech Many of our senior Licensing, colleagues come from Asset Sales Sale of industry and bring decades and JVs Sale of FXR program to Intrathecal business to License of NOV03 in Navicixizumab License North America to to China JV with of experience..

• Deal Excellence Up to $306 million Up to $470 million $203 million $50 Million Torreya is known as a firm January 2015 March 2017 December 2019 January 2020 December 2018

that gets tough deals done. Asset Sale / Biotech Divestiture / Sp Pharm License / Biotech License / Biotech JV / Specialty Pharma Our team is skilled in highly Debt, Royalty structured transactions. Sales and PE Royalty-backed Recapitalization and Buy acquisition financing • Recaps Sale of Majority Stake to Credit Facility from Sale of Majority Stake to Healthcare Focus of Nextwave from for undisclosed Our healthcare focus spans spec pharma pharma, biotech, $125 million $125 million $70 million $100 million bioproduction, pharma April 2019 September 2018 October 2019 February 2019 February 2016

services, physician services PE Recap / Generics Debt / Spec Pharma Debt / Services PE Recap / CRO Royalty / Spec Pharm and HCIT.

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 1 We are a Leader in the Areas We Serve

Mergers & Pharma Divestitures Capital Acquisitions and Joint Ventures Markets Licensing

Torreya • Top 3 in number of • #1 global advisor in • Over $1.5 billion • #1 financial advisor Highlights pharma M&A deals pharmaceutical raised for clients worldwide in pharma • 50% of volume asset-level since 2007 licensing deals is cross-border transactions • Top 3 advisor on • #1 financial advisor in • • High share in Active in structuring royalty monetizations regional pharma therapeutics, generics, joint ventures • #2 agent worldwide in licensing deals API and bioproduction pharma for directly • #1 financial advisor in • Highly active in private placed debt licensing and M&A in equity targeted deals China

Specific • Corporate sales • Commercial-stage • Private equity recaps • Pre-commercial Services • Acquisitions asset sales • Debt financings • Commercial-stage • Divestitures • Asset-level acquisitions • Royalty monetizations • Regional licensing • Structured transactions • Joint Ventures • Proprietary economic • Fairness opinions valuation model

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 2 Torreya is a Top Pharma-Focused Advisory Firm

Torreya has been the #1 financial advisor globally in pharmaceutical industry M&A / licensing by deal count in the last three years. Average deal size around $110mm.

Top 25 Investment Banking Firms in Pharmaceutical Industry M&A and Licensing Transactions Jan 1, 2017 to Jan 8, 2020 by Deal Count and Total Value (Includes Announced and Closed Transactions)

Total Value Deals Rank Deal Count ($mm) Average Deal Size ($mm) 1 Torreya 46 $5,007 $110 2 Centerview 29 $66,990 $2,310 3 MTS Health Partners 24 $8,645 $360 4 JP Morgan 23 $125,646 $5,463 4 Jefferies 23 $16,971 $738 6 Rothschild 22 $12,674 $576 7 20 $112,887 $5,644 8 19 $41,807 $2,200 9 18 $89,625 $4,979 9 Bank of America 18 $72,577 $4,032 11 15 $34,049 $2,270 12 14 $163,914 $11,708 13 11 $89,537 $8,140 14 PJT Partners 10 $58,029 $5,803 14 SVB Leerink 10 $1,350 $135 16 RBC 9 $1,978 $220 16 Piper Jaffray 9 $1,710 $190 16 9 $630 $70 19 Guggenheim 8 $29,974 $3,747 20 Barclays 7 $6,691 $956 20 Perella Weinberg 7 $4,363 $623 20 Moelis 7 $3,925 $561 23 6 $12,629 $2,105 23 Cowen 6 $7,041 $1,174 Transactions are included in the pharmaceutical sector, the OTC sector and pharmaceutical manufacturing. Only transactions larger than $10mm included. When multiple advisors are present the deal credit is divided by the number of groups present to apportion deal value. Contingent payments are discounted by 75%. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 3 Torreya: Global Presence With 40+ Persons Focused on the Healthcare Sector

• Life Sciences advisory in Moscow North America, Europe London and Asia New York Beijing Seoul • Focused on strategic Tokyo Shanghai transaction work Riyadh Mexico City • M+A: Corporate & Hong Kong Mumbai asset-level • Royalty monetizations • Licensing Rio de Janeiro • Acquisition financing TORREYA • Recapitalizations AFFILIATE RELATIONSHIP*

• 28 people based in New York • We cover Latin America, South Africa and • 8 people based in London parts of Asia through affiliate relationships • 5 people based in Mumbai • 3 people cover Japan and China in partnership • 1 person in Tokyo with local advisory firms

* Key affiliate partners are Kybora in Africa and MidEast; Novus Capital in Russia; in China and Korea; Panarea in Latin America; and GCA in Japan.

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 4 Delivering Results Great outcomes for clients from our engagements

Excellent Torreya Sawai was valuation helped Tris looking to achieved in a bring in an enter the US investor with Company sale to gene therapy Debt Recapitalization and Acquisition of generics production Acquisition of NextWave an optimal generics business of market. sellside. Pharmaceuticals from capital Torreya structure to introduced a buy back Supported by PE buyer private seller Essex Woodlands emerges with Nextwave who agreed $125 million $1.05 billion a highly from Pfizer. to join forces November 2019 sought asset. September 2018 June 2017 with Sawai.

Seller achieved Avenue After deciding a significant needed to to exit multiple in a fund a Phase 3 intrathecals, recap led by Option Agreement to be trial. Cipla paid Sale of Mallinckrodt Sale of Majority Stake to General Acquired by for the trial & Intrathecal business to experienced Atlantic. committed to generic entry Rubicon has buy the on its largest used Torreya company if it product. through $215 million was Torreya $125 million several deals ($35mm upfront) successful. $203 million helped find a April 2019 now. November 2018 March 2017 great buyer.

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 5 Recent Transaction Advisory Roles Torreya has advised on 28 deals Since January 2019

Pharmaceutical M&A, Asset Sales and Licensing

Sale of Majority to License of Navicixizumab Sale of Pediatric to Cross-licensing with Sale of Majority Stake to Business to Generic ANDA Sales to three different parties $30 million Up to $306 million $32 million $125 million Pending January 2020 October 2019 April 2019 March 2019 April 2019

Pharmaceutical Services (Bio Production, Small Molecule Manufacturing and CROs)

Company Sale to Sale of 49% Stake to Sale of BE Vaccines to Sale of Majority Stake to Company Sale to Plant Sale to

Supported by Essex Woodlands Undisclosed $32.5 million Undisclosed January 2020 November 2019 August 2019 July 2019 March 2019 February 2019

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 6 Recent Transaction Advisory Roles Torreya has advised on 28 deals Since January 2019

Regional Partnering

Ferracru License for China Buprenorphine / Naloxone Joint Venture in China License of NOV03 to License of Nefecon® in License of Gemcabene in License for China to involving Respiratory In US and Canada to Greater China to China to Products with

$11.5mm $17.5mm (plus $41mm in milestones) Up to $121 million (plus $105mm in milestones) $50 million January 2020 December 2019 June 2019 July 2019 February 2019 December 2018

Capital Markets

Credit Facility from Debt Financing with Credit Facility from Debt Recapitalization Credit Facility from Term Loan from from

$20 million $40 million $70 million $125 million $40 million June 2019 April 2019 March 2019 January 2019 September 2018 June 2018

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 7 Torreya is the Only Pharma Focused Investment Bank that is Competitive in All Major Regions

Top Five Investment Banking Firms in Pharmaceutical Industry M&A and Licensing Transactions by Region Jan 1, 2017 to January 8, 2020 by Deal Count, Includes Announced and Closed Transactions. China Europe India DEAL DEAL DEAL RANK FIRM COUNT RANK FIRM COUNT RANK FIRM COUNT 1 Torreya 8 1 Rothschild 19 1 Torreya 10 1 China Intl 3 1 Torreya 19 2 Jefferies 4 3 Centerview 3 3 JP Morgan 11 3 SVB Leerink 2 3 Credit Suisse 2 3 Bank of America 11 4 SPARK Advisors 1 3 Piper Jaffray 2 5 Goldman Sachs 10 4 Centerview 1

Japan North America DEAL DEAL RANK FIRM COUNT RANK FIRM COUNT 1 Evercore 4 1 Torreya 31 1 JP Morgan 4 2 Centerview 26 1 MTS Health 4 3 MTS Health 23 4 Torreya 3 4 JP Morgan 16 4 Goldman Sachs 3 4 Bank of America 16

Source: CapIQ/Torreya. Notes: Deal was counted in a region if a party on either side was in a region. Transactions are included in the pharmaceutical sector, the OTC sector and pharmaceutical manufacturing. Only transactions larger than $10mm included. When multiple advisors are present the deal credit is divided by the number of groups present to apportion deal value. Contingent payments are discounted by 75%.

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 8 Torreya Combines Industry Experience and Investment Banking Expertise

Industry Investment Banking

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 9 Torreya Team

Tom Babich Nicola Benatti Tom Bird Allison Bobzin John Bradley Head of Capital Markets, NY Associate, Capital Markets, NY Co-Head of US Transactions Office Manager, NY Managing Director

Peter Garrambone,Jr. Nicole Clemenza Benj Garrett Elizabeth Condo Kelly Curtin Co-Head of US Transactions Director, Human Res, NY Managing Director, M&A, NY Chief Operating Officer, NY Managing Director, London

Jim Davlin Chuck Dimmler Masaki Doi, Ph.D. Kylor Hua Kristen Frederick Executive Director Vice Chairman, NY Special Advisor, Japan Vice-President, M&A, NY Chief Financial Officer, NY

Shane Moriarty Michael Krebs Nitin Lath Allen Lefkowitz Stephanie Léouzon Analyst, Capital Market Manager, Finance Managing Director, India Office Managing Director, Generics Partner, Head of London Office 10 Torreya Team (cont.)

Ankit Pawar Melissa Pearlman Nandhini Ravi Alan Selby, M.B.Ch.B. Ping Shek Analyst, M&A, Mumbai Executive Director, Associate, M&A, Mumbai Executive Director, London Managing Director, London

Mark Simon Jocelyn Lyu Hetal Vora Vivian Xu Natasha Yeung Co-Founder / Partner, NY Analyst, China Licensing Executive Director, India Associate, M&A, NY Senior Administrative Assistant, NY

Jie Liu Anna Makki Gwen Melnyk Sara Covey-Mitchell Tim Opler, Ph.D. Managing Director, M&A, NY Managing Dir, Cap Mkts, NY Associate, M&A, New York Chief Financial Officer, London Co-Founder / Partner, NY

Note: Some Team Members recently hired not pictured above. • Oliver Colville, Analyst, London Office • Nick Schultz, Analyst, New York Office • Alex Chen, Analyst, London Office • Justin Smith, Analyst, New York Office • Aharon Garrett, Analyst, New York Office • Zanna Stephan, Office Manager, New York Office 11 Some Client Feedback

Our Torreya team did a We recently worked with Torreya has consistently We have recently worked Torreya was very helpful great job in helping Almac Torreya on an M&A deal provided us with objected with Torreya on a in finding assets to help to find and structure a involving a consumer and insightful advice. cardiovascular device build Actient. They were a very attractive healthcare products Their financial advisory on project and have been true partner in the partnership deal for our company. The team at our $51 million follow-on impressed by the breadth process of buying assets DNA Repair Deficiency Torreya had impressive financing was critical to of their process, the from UCB. cancer diagnostic knowledge of the buyer our success. results and their —Ed Fiorentino biomarker with industry universe and worked persistence in helping us —Russell Ellison, MD CHIEF EXECUTIVE OFFICER ACTIENT PHARMACEUTICALS leader Genomic Health. tenaciously to get our CHIEF EXECUTIVE OFFICER getting the job done. They were at pains to deal across the finish line. VENTRUS BIO —Carl Goldfischer understand our —Adele Olivia MANAGING DIRECTOR BAY CITY CAPITAL technology and its value, PARTNER and were able to attract QUAKER PARTNERS and assess a number of potential partners to find the best fit for our test. We were impressed by how comprehensive Torreya Torreya got us a great Torreya was very helpful —Colin Hayburn was in our M&A sellside process. They got the job outcome in our company in assisting us to identify a EXECUTIVE DIRECTOR done on terms that pleased all interested parties. sale. buyer for the royalty ALMAC GROUP LTD. monetization of a —Nelson Stacks —Pet Kerrish CHIEF EXECUTIVE OFFICER PRESIDENT portfolio of development MOLECULAR INSIGHTS PHARMACEUTICALS THREE RIVERS PHARMA stage biologics.

—Igor Fisch CHIEF EXECUTIVE OFFICER SELEXIS SA

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 12 Long-Term Track Record on Strategic Deal Advisory in the Life Sciences Over 80 Strategic Assignments Completed Since 2015 and nearly 200 Assignments Since 2008

Collaboration Acquisition of Sale of Intrathecal Microbiome Sale of royalties to Sale of royalties to agreement for Merger with Company sale to Has merged with generics business to business to partnership with Emricasan with Aspen Park Pharma to form $2.6 billion $1.05 billion $203 million ($50 million upfront) $22 million $17.5 million $50 million upfront $140 million > €75 million June 2017 March 2017 January 2017 December 2016 December 2016 December 2016 December 2016 November 2016 November 2016

License of Sale of XYDALBATM US license agreement Sale of Company sale to ® Sale of assets to ANDA portfolio to License of milk in international for NATESTO to Sale of Akarx to equity stake to allergy product to markets from Sale of abbreviated new drug Up to $45.5 million applications $33 million €100 million $35.9 million $13 million upfront ($8 million upfront) $10 million November 2016 September 2016 May 2016 March 2017 May 2016 April 2016 March 2016 February 2016 February 2016

License of Taverlimide Sale of biologics License of global Sale to Sale to Acquisition of Company sale to for dry eye to Sale of Biodefense manufacturing Acquisition of rights for Program to facilities to Anti-TGF-beta antibody program to $50 million Up to $45 million upfront + $5 million in cash + ($16 million upfront) Up to $30 million $100+ million milestones $1 million in stock CAD $47 million Up to $517 million Up to $605 million December 2015 December 2015 December 2015 November 2015 November 2015 November 2015 October 2015 October 2015 July 2015

Sale of abbreviated License of preclinical Sale of License of naloxone new drug application ® Sale to derm antibody to Acquisition of Sale of Zonalon to Review of project Acquisition of opioid overdose portfolio to FXR program to financing alternatives Trianex from reversal treatment to for US branded $25 million + business profit share Up to €105 million Up to €50 million Up to $470 million $55+ million July 2015 June 2015 May 2015 May 2015 March 2015 January 2015 December 2014 December 2014 December 2014

Divestiture of certain License of License of Divestiture of Acquisition of Sale of abbreviated new drug ® Sale to Pidilizumab to Acquisition of certain ANDA’s to Sale to Zonegran from antimicrobial Pessac plant to applications to technology to

Up to $335 million Up to €22 million with royalty Up to $35 million Up to $18 million Up to $65 million $90 million $658 million December 2014 November 2014 October 2014 October 2014 October 2014 October 2014 September 2014 September 2014 June 2014

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 13 Disclaimer

This presentation may not be used or relied upon for any purpose other than as specifically You should not construe the contents of this presentation as legal, tax, accounting or investment contemplated by a written agreement with Torreya. This publication has been prepared for general advice or a recommendation. Torreya does not provide any tax advice. Any tax statement herein guidance on matters of interest only, and does not constitute professional advice. You should not act regarding any U.S. federal or other tax is not intended or written to be used, and cannot be used, by any upon the Information contained in this publication without obtaining specific professional advice. The taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support information used in preparing these materials was obtained from or through public sources. Torreya the marketing or promotion of the transaction(s) or matter(s) to which the statement related. Each assumes no responsibility for independent verification of such information and has relied on such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent information being complete and accurate in all material respects. No representation, warranty or tax advisor. This presentation does not purport to be all-inclusive or to contain all of the information undertaking, express or implied, is made and no responsibility is accepted by Torreya as to or in relation that the Company may require. No investment, divestment or other financial decisions or actions to the accuracy or completeness or otherwise of these materials or as to the reasonableness of any should be based solely on the information in this presentation. other information made available in connection with these materials (whether in writing or orally) to any The distribution of these materials in certain jurisdictions may be restricted by law and, accordingly, interested party (or its advisors). Torreya will not be liable for any direct, indirect, or consequential loss recipients represent that they are able to receive this memorandum without contravention of any or damage suffered by any person as a result of relying on any statement contained in these materials unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or or any such other information. None of these materials, the information contained in them or any conduct business. By accepting these materials, the recipient agrees to be bound by the foregoing other information supplied in connection with these materials, will form the basis of any contract. To limitations. Insofar as these materials originate in the United Kingdom or are capable of having an the extent such information includes estimates and forecasts of future financial performance effect in the United Kingdom (within the meaning of section 21 of the Financial Services and Markets (including estimates of potential cost savings and synergies) prepared by or reviewed and discussed Act 2000) they are directed only at classes of recipient at whom they may lawfully be directed without with the managements of the Company and/or other potential transaction participants or obtained contravening that section or any applicable provisions of the Conduct of Business Sourcebook of the from public sources, we have assumed that such estimates and forecasts have been reasonably Financial Conduct Authority, including persons of a kind described in Article 19 (Investment prepared on bases reflecting the best currently available estimates and judgments of such professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the managements (or, with respect to estimates and forecast obtained from public sources, represent Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and are not reasonable estimates). There is no guarantee that any of these estimates and projections will be intended to be distributed or passed on, directly or indirectly, to or relied or acted on, by any other achieved. Actual results will vary from the projections and such variations may be material. Nothing class of persons. contained herein is, or shall be relied upon as, a promise or representation as to the past or future. Torreya expressly disclaims any and all liability relating or resulting from the use of this presentation. Torreya (Europe) LLP, which is authorised and regulated in the United Kingdom by the Financial Torreya assumes no obligation to update or otherwise review these materials. These materials have Conduct Authority, is not acting for you in connection with any potential transaction(s) described in been prepared by Torreya and its affiliates and accordingly information reflected or incorporated into these materials and thus will not be responsible for providing you the protections afforded to clients of these materials may be shared with employees of Torreya and its affiliates and agents regardless of Torreya (Europe) LLP or for advising you in connection with any potential transaction(s) as described in location. This presentation speaks only as of the date it is given, and the views expressed are subject to these materials except and unless subject to a subsequent specific written agreement relating to such change based upon a number of factors, including market conditions. potential transaction(s) between you and Torreya (Europe) LLP. Distribution of this presentation to any person other than the recipient is unauthorized. This material Torreya (Europe) LLP is authorised and regulated by the Financial Conduct must not be copied, reproduced, distributed or passed to others at any time without the prior written Authority. consent of Torreya. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instrument. Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC.

TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 14 PERSONAL RELATIONSHIPS. OPERATING PERSPECTIVE. LIFE SCIENCES FOCUS.

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