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IsZo Capital Writes to Special Committee of Taro Pharmaceutical Opposing Sun Pharmaceutical Offer and Liability Protection Management Proposals
Date:11/30/2011

ket, opportunistic offer, we look to you to take actions that benefit all shareholders of Taro. To this end, we believe that the company and the Board should be moving to re-list Taro's shares on a national securities exchange in the United States. Likewise, we believe that the company and the Board should strongly consider listing Taro's shares on an exchange in India. Such stock exchange listings will not only increase shareholder value but will also establish a real market price for Taro's shares, which as set forth below, is now in excess of $90.9 per share.

We remind the members of the Board, Audit Committee and Special Committee, as our fiduciaries, of the recent history of the company which makes it clear that now is not a good time to sell shares in Taro and there is no urgent reason for a "fire sale" of our shares. The last decade has been a mostly disgraceful and miserable period for the shareholders of Taro. Shareholders have suffered the disgrace of being delisted from NASDAQ, dancing close to the shadow of bankruptcy, years of non-current financials, years of excessive professional fees spent on forensic accounting and the restatement of financials, and years of excessive legal fees, mostly from the fight of the founding members of the company with Sun. To add insult to injury, during this time Taro was managed quite poorly and dramatically unperformed relative to its closest competitors.

After all this misery, the shareholders of Taro are finally close to having current financials, the company is close to being relisted on NASDAQ or the NYSE, and operationally the company is finally starting to catch up to its competitors. Any fiduciary should realize, as a basic matter, that the inherent value of the Taro shares is about to be realized and therefore should not be squandered in a below-market transaction that favors an opportunistic insider.

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SOURCE IsZo Capital Management LP
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