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

ty.

In the event that the calculation below ascribed a higher value to Elan's non-cash assets other than the residual Tysabri Royalty, the effect would be to decrease the implied premia calculated in Table 1.

Calculation of implied value of Elan's residual Tysabri Royalty

Based on the assumptions above, the table below calculates the implied value of Elan's residual Tysabri Royalty and sets out how this value compares with the Proposal Enterprise Value.

Using a mid-point of the Disposed Tysabri Percentage Range of 50 percent would indicate that the Tysabri Transaction ascribed a value of US$3.25 billion to the residual Tysabri Royalty. The Proposal Enterprise Value of US$3.56 billion represents a 9.6 percent premium to this value.

This is despite the fact that Royalty Pharma would not gain control of Tysabri through an acquisition of Elan, and the fact that the tiered Tysabri Royalty structure allocates more value to Biogen on the lower risk cash flows accruing from Tysabri (the first US$2 billion of annual sales from the drug) and makes the value accruing to Elan more dependent on the higher risk cash flows (the incremental annual sales from the drug above US$2 billion).Table 1 – Illustrative calculation of implied value of Elan's residual Tysabri RoyaltyDisposed Tysabri Percentage46%48%50%52%54%Purchase price paid by Biogen in Tysabri Transaction

US$3.25 billion

US$3.25 billion

US$3.25 billion

US$3.25 billion

US$3.25 billionImplied value of Elan's residual Tysabri RoyaltyUS$3.81 billionUS$3.52 billionUS$3.25 billionUS$3.00 billionUS$2.77 billionProposal Enterprise Value

US$3.56 billion

US$3.56 billion

US$3.56 billion

US$3.56 billion

US$3.56 billion% premium

(6.6)%

1.2%

9.6%

18.7%

28.7%APPENDIX V:Revenue by therapeutic area for Royalty Pharma product portfolioTable 2 – 2012 reven
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SOURCE RP Management, LLC
Copyright©2012 PR Newswire.
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