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

ue by therapeutic areaTherapeutic AreaPercentRheumatology

31 percentHIV

18 percentOncology

13 percentDiabetes

11 percentNeurology

10 percentCardiology

8 percentAntibiotics

7 percentOther

2 percentAPPENDIX VI: Calculation of Current Enterprise Value and Proposal Enterprise ValueTable 3 - Enterprise Value (US$m unless stated)Current Enterprise
ValueProposal Enterprise
ValuePrice of Elan Stock

US$10.35[22]US$11.00Fully diluted number of Elan Stock outstanding (m) – Table 4

601.6

602.0Market capitalization

6,226.9

6,622.4Elan net cash – Table 5

3,061.5

3,061.5Enterprise value3,165.43,560.9% premium to Current Enterprise Value12.5% Table 4 – Fully diluted shares (m unless stated)Current Enterprise
ValueProposal Enterprise ValuePrice of Elan Stock

US$10.35

US$11.00Total voting rights[23]

595.3

595.3Dilution from options and restricted stock units[24]

6.3

6.7Fully diluted shares outstanding601.6602.0 Table 5 - Elan net cash position (US$m unless stated)Net cashCash and cash equivalents

431.3Proceeds from sale of Alkermes Shares[25]

169.7Restricted cash and cash equivalents —current

2.6Long-term debt

(600.0)Janssen AI funding commitment[26]

(123.1)Restructuring accruals

(27.6)Accrued transaction costs

(12.5)Cambridge Collaboration termination[27]

(8.0)Unfunded pension liability[28]

(39.1)Value of Prothena stake[29]

19.1Proceeds to come from Tysabri Transaction[30]

3,249.0Net cash pro forma for Tysabri Transaction3,061.5Note: Where not otherwise cited, figures are extracted from Elan's balance sh
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SOURCE RP Management, LLC
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All rights reserved

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