Goldman Stanley Inc Project Jaguar Presentation to the

Goldman Stanley, Inc. Project Jaguar Presentation to the Board of Directors May 10, 2014 Goldman Stanley Confidential Draft

Table Of Contents Executive Summary 3 Jaguar Valuation 5 Potential Strategic Partners 19 Process Recommendations 22 Appendix 25 Goldman Stanley 2

Executive Summary Goldman Stanley 3

Executive Summary • As of May 9, 2014, Jaguar’s share price and valuation multiples have more than doubled over the last twelve months • Even at its current levels, however, Jaguar is still undervalued relative to peer specialty pharmaceutical companies, and on an intrinsic, cash flow basis • Given its prominence in the market, the record healthcare M&A activity in the first half of this year, and the soaring interest in “tax inversion” deals, Jaguar could make for an attractive acquisition candidate • Such a strategy would allow Jaguar to maximize shareholder value, expand its geographic reach and distribution channels, and acquire more resources for future research & development efforts and/or M&A activity • Given Jaguar’s unique attributes, we believe a purchase premium above 50%, implying a share price of ~$200+, is possible with the proper positioning and process • We recommend a highly targeted process focused on the most likely (“Tier 1”) potential partners, along with an outreach to Tier 2 potential partners while discussions with Tier 1 partners are ongoing Goldman Stanley 4

Jaguar Valuation Goldman Stanley 5

Valuation Summary • Since management’s view of Jaguar differs significantly from the “Street” view (research analyst consensus), we considered two scenarios in this analysis: § “Base Case”: Closely matches consensus view of Jaguar; Xyrem revenue grows to $2. 0 billion in FY 20 before declining to $300 million thereafter § Management Case: Xyrem revenue grows to $4. 2 billion in FY 21 before declining to $400 million thereafter § Key Differences: Xyrem generics entrance in FY 21, 50% lower annual price increases, and 20% lower market penetration assumed in Base Case § Other Notes: EBITDA margin steady at 48 -52% in both cases; Cap. Ex and Working Capital are similar percentages of revenue/expense line items • Under the Management Case projections, Jaguar appears to be undervalued by 50%+; under the Base Case projections, it might be undervalued by 20 -30% • Comparable public companies and the discounted cash flow (DCF) analysis imply largely the same result • Precedent Transactions imply a much lower implied valuation, but the multiples there are less relevant because of a number of older / less comparable deals Goldman Stanley 6

Base Case Financial Projections ($ in Millions Except Per Share Data) Goldman Stanley 7

Management Case Financial Projections ($ in Millions Except Per Share Data) Goldman Stanley 8

Valuation Summary – Base Case ($ in Millions Except Per Share Data) Jaguar Current Share Price Public Company Comparables: LTM EV / Revenue: 12/31/2014 E EV / Revenue: 12/31/2015 E EV / Revenue: LTM EV / EBITDA: 12/31/2014 E EV / EBITDA: 12/31/2015 E EV / EBITDA: LTM Reported P / E: 12/31/2014 E Reported P / E: 12/31/2015 E Reported P / E: 25 th to Median to 75 th Precedent Transactions: LTM EV / Revenue: LTM EV / EBITDA: Discounted Cash Flow Analysis: 7. 0% - 9. 0% Discount Rate, (1. 0%) - 1. 0% Terminal FCF Growth Rate: $0. 00 $50. 00 $100. 00 $150. 00 $200. 00 $250. 00 • All market data as of May 9, 2014 • Given that Jaguar’s revenue growth, EBITDA growth, and EBITDA margins exceed those of its peer companies, we believe a valuation in the 75 th percentile to maximum of the set is justified Goldman Stanley 9

Valuation Summary – Management Case ($ in Millions Except Per Share Data) Jaguar Current Share Price Public Company Comparables: LTM EV / Revenue: 12/31/2014 E EV / Revenue: 12/31/2015 E EV / Revenue: LTM EV / EBITDA: 12/31/2014 E EV / EBITDA: 12/31/2015 E EV / EBITDA: LTM Reported P / E: 12/31/2014 E Reported P / E: 12/31/2015 E Reported P / E: 25 th to Median to 75 th Precedent Transactions: LTM EV / Revenue: LTM EV / EBITDA: Discounted Cash Flow Analysis: 7. 0% - 9. 0% Discount Rate, (1. 0%) - 1. 0% Terminal FCF Growth Rate: $0. 00 $50. 00 $100. 00 $150. 00 $200. 00 $250. 00 $300. 00 Implied Share Price • All market data as of May 9, 2014 • The rest of this discussion will utilize the Management Case projections; here, these figures imply a valuation closer to $200 per share Goldman Stanley 10

Jaguar Comparable Public Companies Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $2 Billion ($ in Millions Except Per Share Data) Comparable Public Companies – Revenue and EBITDA, CY 2014 E – CY 2015 E $3. 0 B $2. 5 B $2. 0 B $1. 5 B $1. 0 B CY 2014 E Revenue CY 2015 E Revenue $0. 5 B $0. 0 B $1. 4 B $1. 2 B $1. 0 B $0. 8 B $0. 6 B $0. 4 B CY 2014 E EBITDA $0. 2 B $0. 0 B CY 2015 E EBITDA ($0. 2 B) ($0. 4 B) ($0. 6 B) Goldman Stanley 11

Jaguar Comparable Public Companies Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $2 Billion ($ in Millions Except Per Share Data) Comparable Public Companies – Growth and Valuation Multiples, CY 2014 E – CY 2015 E(1) Revenue Growth, CY 2014 E – CY 2015 E 120% EBITDA Growth, CY 2014 E – CY 2015 E 160% 111% 137% 140% 100% 120% 80% 100% 60% 80% 38% 40% 60% 32% 23% 20% 21% 11% 6% 18% 14% 20% 0% 0% NM CY 2015 E Revenue Multiples 14. 0 x 12. 0 x 10. 0 x 11. 6 x 9. 7 x 8. 0 x 5. 9 x 6. 0 x 4. 1 x 4. 0 x 2. 0 x 4. 7 x 3. 4 x 1. 9 x 0. 0 x Goldman Stanley (1) Financial data as of May 9, 2014. 100. 0 x 90. 0 x 80. 0 x 70. 0 x 60. 0 x 50. 0 x 40. 0 x 30. 0 x 20. 0 x 10. 0 x 41% 36% 40% NM 22% 10% CY 2015 E EBITDA Multiples 85. 8 x 22. 7 x 20. 5 x 9. 2 x NM 10. 9 x 6. 9 x 9. 7 x 12

Jaguar Precedent Transactions North American Pharmaceutical Sellers with Between $200 Million and $2 Billion In LTM Revenue, Jan. 1, 2009 – May 9, 2014 ($ in Millions Except Per Share Data) Goldman Stanley 13

Jaguar Discounted Cash Flow Analysis ($ in Millions Except Per Share Data) Goldman Stanley 14

Jaguar Discounted Cash Flow Analysis ($ in Millions Except Per Share Data) • Discount Rate: 8. 07% • Model Uses “Management Case” Financial Projections • Mid-Year Convention Used for NPV of Cash Flows Goldman Stanley 15

Other Valuation Considerations • Jaguar’s corporate status in Ireland makes it an attractive candidate for a “tax inversion” deal • Effective tax rate of 18% vs. statutory US rate of 35 -40% could effectively add billions in value for the right acquirer § Salix Pharmaceuticals: Reduced tax rate would increase CY 2015 E Net Income from ~$450 million to ~$567 million, and at the same P / E multiple would add $2 billion in value to company’s Equity Value and Enterprise Value § $2 billion represents $31. 52 per share for Jaguar in a potential sale • Premiums Paid analysis for comparable transactions also indicates per-share premium of 30 -40% in recent deals: § Actavis / Forest Labs: 31% premium paid over average 10 -day price prior to deal § Mallinckrodt / Cadence: 32% premium paid over average 30 -day price § Salix / Santarus: 39% premium paid over average 30 -day price Goldman Stanley 16

Other Valuation Considerations Jaguar is also trading at a discount to recent stock price highs: $200. 00 6 M $180. 00 5 M $160. 00 Share Price $140. 00 4 M $120. 00 $100. 00 3 M $80. 00 2 M $60. 00 $40. 00 1 M $20. 00 $0. 00 0 M Volume Traded • Shares Traded (in Millions) • Share Price Given the stock price run-up over the past year, it may or may not be realistic to aim for the all-time high; the valuation methodologies, however, imply that a per-share price in that range is plausible Goldman Stanley 17

Valuation Conclusions • Given Jaguar’s attractive tax status, its historical and projected financial performance, and the potential of Xyrem, we believe a premium valuation is justified • The company’s margins and growth rates exceed those of its peer companies, and it has a lower tax rate than many of them, indicating that it should be valued in-line with, or above, the 75 th percentile of the comparable company set • A price of $200 / share (50%+ premium to the current price) should be the goal, with greater potential upside for a US-based partner and/or a partner with a complementary portfolio • The DCF analysis also confirms that a value between $170 / share and $240 / share is reasonable, based on conservative Discount Rate and Terminal Value estimates and Management Case financial projections • Premiums Paid analysis for recent deals indicates a median 30 -day average price premium of ~40%; this implies a per share value of $190 for Jaguar Goldman Stanley 18

Potential Strategic Partners Goldman Stanley 19

Potential Strategic Partners • Size, ability to pay, tax/corporate headquarters status, product/pipeline, and strategic fit should all be considered • US-headquartered partners are ideal since tax rates are highest there; several Canadian and Israeli companies could also qualify since tax rates are also higher than rates in the UK or Ireland • Both branded and generics companies should be considered, in light of recent M&A activity • Tier 1 Potential Strategic Partners § “Tier 1” acquisition candidates are significantly larger than Jaguar, are US-based with US corporate tax rates, and have a solid product/pipeline fit • Tier 2 Potential Strategic Partners § “Tier 2” acquisition candidates are closer to Jaguar’s size and therefore have a lower ability to pay, but are still US-based with US corporate taxes and a solid product/pipeline fit Goldman Stanley 20

Potential Partners Tier 1 Potential Partners Tier 2 Potential Partners Goldman Stanley 21

Process Recommendations Goldman Stanley 22

Key Recommendations • We recommend engaging in targeted discussions with the Tier 1 candidates and assessing their receptiveness to M&A discussions • At the same time, Goldman Stanley will reach out to Tier 2 candidates and introduce Jaguar as a potential partner • M&A process with Tier 1 candidates will take significantly longer due to the scale of the companies, so we recommend conducting both processes simultaneously • Depending on responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Jaguar may do additional research to determine other potential partners and then approach them Targeted Sell-Side M&A Broad Sell-Side M&A < 5 potential partners 10 – 100 potential partners 6 – 12 months Time required is highly variable Close-ended Iterative process Higher success probability Lower success probability Goldman Stanley 23

Process Recommendation Specialized Negotiations With One Party Highly Targeted Process Targeted Discussions + Broader Search Broad M&A Process Broad Marketing RECOMMENDED • Combination of targeted discussions plus broader search conducted in background maximizes success probability and minimizes disruption to Jaguar • Additional parties contacted depend on responsiveness of Tier 1 and Tier 2 partners • Interested parties would sign NDAs and then proceed into due diligence and valuation discussions with Jaguar Goldman Stanley 24

Appendix Goldman Stanley 25

Xyrem and Erwinaze Projections – Management ($ in Millions Except Per Share Data) Goldman Stanley 26

Jaguar Income Statement – Management Case ($ in Millions Except Per Share Data) Goldman Stanley 27

Jaguar Comparable Public Companies Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $2 Billion ($ in Millions Except Per Share Data) Goldman Stanley (1) Financial data as of May 9, 2014. 28

Jaguar DCF Analysis – WACC Calculation ($ in Millions Except Per Share Data) Goldman Stanley (1) Financial data as of May 9, 2014. 29