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Royalty Pharma Statement Regarding Elan Proposal
Date:3/6/2013

illustrative calculation which assumes that the Disposed Tysabri Percentage is between 46 percent and 54 percent (the "Disposed Tysabri Percentage Range"). This illustrative calculation was prepared solely based upon Royalty Pharma's analysis of the terms of the Tysabri Transaction and publicly available forecasts for Tysabri. Biogen paid US$3.25 billion for the Disposed Tysabri Interest.

Elan or Biogen have not disclosed what they believe the relevant percentage to be. In the event that the calculation below were undertaken assuming that Biogen will acquire a higher or lower percentage of the Pre-Restructuring Tysabri Royalty, the effect would be to increase or decrease the implied premia calculated in Table 1 respectively.

Assumption on synergies

In its calculations, Royalty Pharma makes no adjustment for the value of synergies that may be realized by Biogen. Biogen has stated that its annual operating synergies from the Tysabri Transaction will be approximately US$30 million[21]. No other buyer could have realized such synergies and no further similar synergies are now available.

Royalty Pharma believes that these synergies can be viewed as reducing the effective net cost to Biogen. As such, Royalty Pharma believes that its calculation may over-state the value ascribed by the Tysabri Transaction to the standalone value of the Disposed Tysabri Interest, and by implication may over-state the value of the residual Tysabri Royalty.

In the event that the calculation below ascribed a value to Biogen's synergies, the effect would be to increase the implied premia set out in Table 1.

Assumption on Elan's other non-cash assets

As discussed elsewhere in this announcement, Royalty Pharma ascribes minimal value to Elan's non-cash assets other than to the residual Tysabri Royalty, and the Proposal Enterprise Value therefore closely reflects the value that Royalty Pharma is ascribing to the residual Tysabri Royal
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SOURCE RP Management, LLC
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