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

Goldman Stanley Table Of Contents Executive Summary3 Jaguar Valuation5 Potential Strategic Partners19 Process Recommendations22 Appendix25 2

Goldman Stanley Executive Summary 3

Goldman Stanley 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 4

Goldman Stanley Jaguar Valuation 5

Goldman Stanley 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; CapEx 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 6

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

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

Goldman Stanley 9 ($ in Millions Except Per Share Data) Valuation Summary – Base Case $0.00$50.00$100.00$150.00$200.00$ % - 9.0% Discount Rate, (1.0%) - 1.0% Terminal FCF Growth Rate: LTM EV / EBITDA: LTM EV / Revenue: 12/31/2015E Reported P / E: 12/31/2014E Reported P / E: LTM Reported P / E: 12/31/2015E EV / EBITDA: 12/31/2014E EV / EBITDA: LTM EV / EBITDA: 12/31/2015E EV / Revenue: 12/31/2014E EV / Revenue: LTM EV / Revenue: 25th to Median Median to 75th Public Company Comparables: Discounted Cash Flow Analysis: Jaguar Current Share Price Precedent Transactions: 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 10 ($ in Millions Except Per Share Data) Valuation Summary – Management Case 7.0% - 9.0% Discount Rate, (1.0%) - 1.0% Terminal FCF Growth Rate: LTM EV / EBITDA: LTM EV / Revenue: 12/31/2015E Reported P / E: 12/31/2014E Reported P / E: LTM Reported P / E: 12/31/2015E EV / EBITDA: 12/31/2014E EV / EBITDA: LTM EV / EBITDA: 12/31/2015E EV / Revenue: 12/31/2014E EV / Revenue: LTM EV / Revenue: Public Company Comparables: Discounted Cash Flow Analysis: Jaguar Current Share Price Precedent Transactions: 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 $0.00$50.00$100.00$150.00$200.00$250.00$ % - 9.0% Discount Rate, (1.0%) - 1.0% Terminal FCF Growth Rate: LTM EV / EBITDA: LTM EV / Revenue: 12/31/2015E Reported P / E: 12/31/2014E Reported P / E: LTM Reported P / E: 12/31/2015E EV / EBITDA: 12/31/2014E EV / EBITDA: LTM EV / EBITDA: 12/31/2015E EV / Revenue: 12/31/2014E EV / Revenue: LTM EV / Revenue: Implied Share Price Public Company Comparables: Discounted Cash Flow Analysis: 25th to Median Median to 75th

Goldman Stanley Jaguar Comparable Public Companies Comparable Public Companies – Revenue and EBITDA, CY 2014E – CY 2015E 11 ($ in Millions Except Per Share Data) Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $2 Billion CY 2014E Revenue CY 2015E Revenue $0.0 B $0.5 B $1.0 B $1.5 B $2.0 B $2.5 B $3.0 B ($0.6 B) ($0.4 B) ($0.2 B) $0.0 B $0.2 B $0.4 B $0.6 B $0.8 B $1.0 B $1.2 B $1.4 B CY 2014ECY 2015E CY 2014E EBITDA CY 2015E EBITDA

Goldman Stanley Jaguar Comparable Public Companies Comparable Public Companies – Growth and Valuation Multiples, CY 2014E – CY 2015E (1) 12 (1)Financial data as of May 9, ($ in Millions Except Per Share Data) Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $2 Billion 111% 38% 6% 32% 23% 11% 21% 18% 0% 20% 40% 60% 80% 100% 120% Revenue Growth, CY 2014E – CY 2015E 11.6 x 9.7 x 1.9 x 5.9 x 4.1 x 3.4 x 4.7 x 11.6 x 0.0 x 2.0 x 4.0 x 6.0 x 8.0 x 10.0 x 12.0 x 14.0 x CY 2015E Revenue Multiples NM 137% 36% 14% 10% 41% 22% 0% 20% 40% 60% 80% 100% 120% 140% 160% EBITDA Growth, CY 2014E – CY 2015E 85.8 x NM 9.2 x 10.9 x 20.5 x 6.9 x 9.7 x 22.7 x 0.0 x 10.0 x 20.0 x 30.0 x 40.0 x 50.0 x 60.0 x 70.0 x 80.0 x 90.0 x x CY 2015E EBITDA Multiples

Goldman Stanley Jaguar Precedent Transactions 13 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 Jaguar Discounted Cash Flow Analysis 14 ($ in Millions Except Per Share Data)

Goldman Stanley Jaguar Discounted Cash Flow Analysis 15 ($ 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 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 CY2015E 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 16

Goldman Stanley Other Valuation Considerations Jaguar is also trading at a discount to recent stock price highs: 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 17 0 M 1 M 2 M 3 M 4 M 5 M 6 M $0.00 $20.00 $40.00 $60.00 $80.00 $ $ $ $ $ $ Shares Traded (in Millions) Share Price Volume TradedShare Price

Goldman Stanley 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 18

Goldman Stanley Potential Strategic Partners 19

Goldman Stanley 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 20

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

Goldman Stanley Process Recommendations 22

Goldman Stanley 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&ABroad Sell-Side M&A < 5 potential partners10 – 100 potential partners 6 – 12 monthsTime required is highly variable Close-endedIterative process Higher success probabilityLower success probability 23

Goldman Stanley Specialized Negotiations With One Party Highly Targeted Process 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 RECOMMENDED Process Recommendation Broad Marketing Broad M&A Process Targeted Discussions + Broader Search 24

Goldman Stanley Appendix 25

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

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

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

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