CORPORATE TRANSACTIONSETS PRESENTATION

TONI RINOW PH.D., MBAJULY 11, 2016

CORPORATE TRANSACTIONS• WORLDWIDE ACQUISITIONS• FINANCING

• DEBT • EQUITY• TAX CREDITS• CAPITAL MARKETS

TRANSACTION EXPERIENCE• Merger & Acquisitions | Bus Dev & Licensing | Financing• CFO (7 years) at JSS Medical Research, a clinical research organization, carrying out clinical trials for top 25 pharmaceutical companies• 6 years Head of IR/ PR – TSX, TSX-V, NASDAQ• Headed a $400M Lifescience Investment Fund• MBA McGill, Ph.D. Biophysics UdeM, Chemical engineer Strasbourg• Board of Directors in various non-for-profit organizations

DEAL SHEET/ MERGER & ACQUISITIONS• Asset purchase Latin America - Latam Clinical trials – 2013 • Share purchase India – Max Neeman Medical (10 M$ in revenue) - 2015• Merger share purchase of Canadian competitor – Integrated Research – 2013• Asset purchase Poland – Bonne Santé -2016• Asset Purchase – Canadian assets – Venn Life Science – 2011• Ongoing• Share purchase of regional USA-based CRO• Partial share and asset purchase of CRO in Brazil and 3 Latin American countries

DEAL SHEET/ Bus Dev & Licensing• Secured $33.75M licensing deal for proprietary drug development program with Merck & CO in the US, presenting business strategy to CEO and fore fronting action plan. • Achieved additional $37.5M licencing agreement with Taiho Pharma, orchestrating negotiations to successfully overcome cultural boundaries with Japanese team. • Licensed Drug Delivery reformulation candidate to European Biotech for over $30M in oncology with an option agreement for a second oncology product ($30M)• In nutraceuticals and functional food, several regional distribution agreements such as Schiff Nutrition, Weider etc and a world-wide development agreement with Bayer Healthcare to license flagship product.• Seeking innovation : Directed team to assess and identify new business investments in the healthcare sector, previously out of scope. Evaluated existing $400M portfolio of 40 Canadian and US investment funds for opportunities or exits.• Feasibility and R&D agreements for drug delivery platform at ConjuChem and HDAC small molecules at MethylGene in many therapeutic indications such as oncology, pain, inflammation, neurodegenerative disease, diabetes.

DEAL SHEET/ FINANCING• Bank Financing with BMO, BDC, IQ, YES Bank (India), Bancocolombia (Colombia) • R&D tax credit financing with BMO and IQ, Export financing with EDC• Equity financing : private (Desjardins Venture Capital) and public, IPO (23 M$ MethylGeneand 21 M$ ConjuChem), Pipe, secondary offerings• Build a US shareholder base for Neptune Tech on NASDAQ from 0% to double digit, tripled share price from 200 M$ to 600 M$.• Co-invested $100 million with Caisse de Dépôt, leading pension fund, in health care opportunities.

ACQUISITIONS

• Share • Asset• Share/ Asset

GLOBAL EXPANSION RISKS• Political risk• Currency risk• Regulatory risk• Market risk• Local banking & cash repatriation• Others:

WORLDWIDE ACQUISITIONS• JSS MEDICAL CANADA WIDENS ITS GLOBAL PRESENCE ACROSSASIA/PACIFIC REGION

• JSS acquires Max Neeman International, India’s leading contract research organizationwith 6 regional offices• JSS MEDICAL RESEARCH INC. AND INTEGRATED RESEARCH INC. IN MONTRÉAL, QUÉBEC, CANADA COMPLETES THE STRATEGIC MERGER OF THE TWO COMPANIES TO BECOME THE LARGEST CANADIAN OWNED CRO• JSS MEDICAL RESEARCH IN MONTREAL, COMPLETES ACQUISITION OF LATAM CLINICAL TRIALS IN SOUTH & CENTRAL AMERICA

WORLDWIDE ACQUISITIONS• JSS MEDICAL RESEARCH ESTABLISHES ITS PRESENCE IN EUROPE

• JSS Medical Research, an international contract research organization active in over 20 countries acquires Bonne Santé in Poland as catalyst for European expansion• JSS Medical Research Inc. executes on its corporate growth strategy to emerge as the leading clinical research organization in Canada. JSS Medical Research Inc. Canada, teams up with Venn Life Science, Europe, to combine areas of expertise and expand global market reach

PRIVATE EQUITY• JSS MEDICAL RESEARCH INC. ANNOUNCES EQUITY INVESTMENT BY CAPITAL CROISSANCE PME (CCPME)• MONTREAL, CANADA, October 1st 2014 – JSS Medical Research Inc., a Montreal based Contract Research Organization (CRO), conducting Phase I –IV Clinical Trials, Post Marketing Observational Studies as well as Epidemiological and Health Economics Research for Pharmaceutical, Biotechnology and Device companies,announced today that it concluded an equity investment transaction with Capital Croissance PME (CCPME) in support of its growth and expansion strategy. CCPME is a fund jointly set up by the Caisse de dépôt et placement du Québec (“CDPQ”) and by Capital régional et coopératif Desjardins (“CRCD”).

Business Valuation• In MBA school: a science• In real life settings: an art• Methods: EBITDA multiples, Comps, Price-to earnings, Discounted net cash flows, NPVs etc• Tangibles versus Intangibles

TangiblesIndicators/Factors Details MAX points Targets

Purchase price 50

Revenues Last FY/available 2.5 5MAccounting value (equity value) Last FY/available 2.5 1M

Average net profit 2 years 5 10% / revEBITDA average 2yrs 6X (2yrs) 7.5 1M

Fiscal losses (tax) 1 advRevenue by employee Last FY/available 2 aver 140K

Revenue by projects Last FY/available 2 >100KNb of studies Last FY/available 1 >50

Cash Flow ratio Last FY/available 2 MIN=1.25% GM (without payroll) Last FY/available 1 70%

Net debt ratio Last FY/available 1.5 MAX=2.5Management pay Last FY/available 1.5 reasonableIntegration costs 0.5 5% of rev

Proj. yearly profits, next 2 yrs 2 budgetSRED FUTURE 2 yes

Tax rate 0.5Financial synergies 3.5 relative

Signed contracts 4 3yrs proj revenuesUnexecuted revenues 4 2yrs proj revenues

Unexecuted revenues, next FY 2 1 yrPipeline 2 3yrs proj revenues

IntangiblesIndicators/Factors MAX points

50

Business synergies 7.5 HR, Expertises, BizDev, phases, softwares and process

Reputation 5 Nb of years, articles, management resume

Management 5 Board, resumes, finance commitees, diversity

Key employees 7.5 Retention, expertiseDomicile 1 Integration

Geographical market 5 Addition of new market

Quality of customers 7.5 Top 20 pharma ?

Competitive advantage 2.5

Competitive presssures 4

Core business - complement 5 HR, Expertises, BizDev, phases, softwares and process

INTEGRATION• HR management & employee management• Local labor laws• Cultural incompatibilities• Language• Others:

CAR: CHALLENGE / ACTION / RESULTSCAR STORIES ON:• TURN-AROUND• TRANSFORMATION• GROWTH & ACQUISITIONS• CHANGE

TONI RINOW Ph.D. MBAChief Revenue Officer - Strategist Modern Healthcare EcosystemsExpansion & Growth Catalyst | Revenue Accelerator | CorporateDevelopment Driver trinow@tarmescapital.com438-884-8841www.tarmescapital.comtarmescapital.com/bloghttps://ca.linkedin.com/in/tonirinow