Mergers and Acquisitions

* On December 6, 2013, Nicox has announced the completion of the acquisition of Eupharmed, This acquisition is part of Nicox’s strategy to establish sales infrastructure in the five major European markets and in the United States as it provides an established sales and marketing platform in Italy together with a broad portfolio of marketed eye care products.

* On November 26, 2013, Nicox has announced that it has agreed to acquire 100% of the shares of Eupharmed, a privately-held Italian ophthalmic company, for €3.5 million in newly issued Nicox shares, plus a potential, additional earn-out payment linked to the achievement of certain business objectives. The number of shares to be issued would be based on the average closing prices of Nicox shares during a 90-day period preceding the completion of the acquisition. The acquisition remains subject to French regulatory proceedings and approvals and, if such proceedings and approvals are met, is expected to be completed within the coming weeks.

Nicox has agreed to pay an additional earn-out payment for up to €2.4 million linked to the achievement of certain confidential business objectives. Any additional payment would be payable in newly issued Nicox shares in the first half of 2014. The number of shares to be issued would be based on the average closing prices of Nicox shares during a 90-day period preceding the payment of the earn-out.

The Nicox shares received by Eupharmed’s shareholder will be subject to certain lock-up provisions.

Michel Dyens & Co. acted as exclusive financial advisor to Nicox.

The acquisition provides Nicox with an established sales and marketing platform in Italy together with a broad portfolio of eye care products. Eupharmed had sales of €3.6 million in 2012, and is expected to achieve full-year sales of approximately €3.9 million in 2013.

The acquisition is part of Nicox’s strategy to establish sales infrastructure in the five major European markets and in the United States. Nicox is building a diversified portfolio of eye care therapies and diagnostic tools, through in-licensing, co-promotion and acquisition of assets. In 2012, Nicox acquired the rights to AdenoPlus®, a rapid point-of-care diagnostic test that aids in the differential diagnosis of acute conjunctivitis. AdenoPlus® is CE-marked and available in Europe. Over the next few months, it will be launched in Italy through the newly acquired Eupharmed sales force and in the other major European markets. Nicox has already launched AdenoPlus® in the United States. In the first quarter of 2014, Nicox also expects to launch a new range of differentiated eye care products in Europe targeting a major therapeutic class under a distribution agreement with another private European pharmaceutical company. Eupharmed is a privately-owned Italian pharmaceutical company founded in 2001 and based in Pero, Milan. Eupharmed is a branch of Petrone Group. Its operating structure includes 23 regional managers and sales representatives covering the Italian ophthalmic market. Eupharmed commercializes a broad portfolio of ophthalmic products in Italy, including pharmaceuticals, medical devices and nutraceuticals. Its portfolio includes artificial tears (Theradrop, Theragel), antibiotics (Eukinoft), non-steroidal anti-inflammatories (Dropflam), fixed combination antibiotic steroids (Eucombidex), steroids (Eucortex), antiallergics (Eustamyl) and nutraceuticals (Zared, Eukom).