Impax acquires tower holdings inc and lineage therapeutics inc oct 9 2014

1. Impax to Acquire
Tower Holdings, Inc.
and Lineage Therapeutics Inc.
October 9, 2014

2. Impax Cautionary Statement Regarding Forward Looking Statements and
Use of Non-GAAP Financial Measures
To the extent any statements made in this news release contain information that is not historical; these statements are forward-looking in nature and express the beliefs
and expectations of management. Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could
cause the Company’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not limited to: fluctuations in revenues and operating income; the Company’s ability to promptly
correct the issues raised in the warning letter and Form 483 observations received from the FDA; the Company’s ability to successfully develop and commercialize
pharmaceutical products in a timely manner; reductions or loss of business with any significant customer; the impact of consolidation of the Company’s customer base; the
impact of competition; the substantial portion of our total revenues derived from sales of a limited number of products; the Company’s ability to sustain profitability and
positive cash flows; any delays or unanticipated expenses in connection with the operation of the Company’s manufacturing facilities; the effect of foreign economic,
political, legal, and other risks on the Company’s operations abroad; the uncertainty of patent litigation and other legal proceedings; the increased government scrutiny on
the Company’s agreements with brand pharmaceutical companies; product development risks and the difficulty of predicting FDA filings and approvals; consumer
acceptance and demand for new pharmaceutical products; the impact of market perceptions of the Company and the safety and quality of the Company’s products; the
Company’s determinations to discontinue the manufacture and distribution of certain products; the Company’s ability to achieve returns on its investments in research and
development activities; the Company’s inexperience in conducting clinical trials and submitting new drug applications; the Company’s ability to successfully conduct clinical
trials; the Company’s reliance on third parties to conduct clinical trials and testing; the Company’s lack of a license partner for commercialization of IPX066 outside of the
United States; impact of illegal distribution and sale by third parties of counterfeits or stolen products; the availability of raw materials and impact of interruptions in the
Company’s supply chain; the Company’s policies regarding returns, allowances and chargebacks; the use of controlled substances in the Company’s products; the effect of
current economic conditions on our industry, business, results of operations and financial condition; disruptions or failures in the Company’s information technology
systems and network infrastructure; the Company’s reliance on alliance and collaboration agreements; the Company’s reliance on licenses to proprietary technologies; the
Company’s dependence on certain employees; the Company’s ability to comply with legal and regulatory requirements governing the healthcare industry; the regulatory
environment; the Company’s ability to protect its intellectual property; exposure to product liability claims; risks relating to goodwill and intangibles; changes in tax
regulations; the Company’s ability to manage growth, including through potential acquisitions; the parties’ ability to meet expectations regarding the timing and completion
of the transaction with the Corepharma companies; the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including the
receipt of the regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; the integration of the acquired
business by the Company being more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; the retention of
certain key employees of the acquired business being difficult; the Company’s and the acquired business’s expected or targeted future financial and operating performance
and results; the combined company’s capacity to bring new products to market; and the possibility that Company may be unable to achieve expected synergies and
operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate the acquired business; the restrictions
imposed by the Company’s credit facility; uncertainties involved in the preparation of the Company’s financial statements; the Company’s ability to maintain an effective
system of internal control over financial reporting; the effect of terrorist attacks on the Company’s business; the location of the Company’s manufacturing and research and
development facilities near earthquake fault lines; expansion of social media platforms and other risks described in the Company’s periodic reports filed with the Securities
and Exchange Commission. Forward-looking statements speak only as to the date on which they are made, and the Company undertakes no obligation to update publicly
or revise any forward-looking statement, regardless of whether new information becomes available, future developments occur or otherwise.
Trademarks referenced herein are the property of their respective owners.
©2014 Impax Laboratories, Inc. All Rights Reserved.
Use of Non-GAAP Financial Measures
This presentation contains forward-looking EBITDA, which is a non-GAAP financial measure. EBITDA is adjusted to exclude, among other things, the impact of interest
income and expense, depreciation and amortization expense, and income tax expense or benefit. These items are excluded from EBITDA because they are generally
outside the normal operations of a company. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted
accounting principles, and may be different than non-GAAP financial measures used by other companies. The non-GAAP financial measures included in this press release
are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. It is not feasible to provide reconciliation to the most
comparable projected U.S. GAAP measure because the excluded items are difficult to predict and estimate and are primarily dependent on future events.
2

3. • Founded in 1998, CorePharma develops, manufactures
and markets high-quality, targeted, generic prescription
pharmaceuticals across a variety of dosage forms and
therapeutic categories
• Six facilities in Middlesex, New Jersey
• Amedra Pharmaceuticals focuses on offering high value
branded prescription products in the United States
• Lineage Therapeutics focuses on offering generic products
in the United States
Acquired Companies
3
Tower Holdings subsidiary
Tower Holdings subsidiary

4. Acquisition Adds Growth and Provides Strategic and
Financial Benefits
COMPELLING STRATEGIC BENEFITS
 Provides portfolio of growing, high-margin,
complex branded and generic products
 4 branded products:
 Albenza®: Niche Anthelmintic
 Daraprim®: Antiparasitic
 Dexedrine® ER: ADHD & Narcolepsy
 Adrenaclick®: Anaphylaxis
 3 high value AG’s
 Epinephrine auto-injector
 Metaxalone
 Dextroamphetamine ER
 5 complementary generic products
 Generic pipeline with near-term opportunities
 Diversifies and expands manufacturing and
supply chain infrastructure
Accelerates Strategy – Focus on Maximizing Brand and Generic Platform,
Optimizing R&D and Business Development
COMPELLING FINANCIAL BENEFITS
 Immediately accretive to earnings per diluted share by
approximately $0.90 in 2015
 Assumes transaction closes within next six months
 Diversifies and enlarges revenue and earnings base
 Approximately $215MM-$225MM in 2014E
revenues
 Approximately $80MM-$85MM in 2014E EBITDA
 > $10MM+ of synergy opportunity
 Reduced SG&A
 R&D optimization of combined portfolio
 Gross margins comparable to current Impax margin
profile
 Continued balance sheet flexibility
4
AG = Authorized Generic

5. Transaction Overview
Purchase
Consideration
 $700 million in cash, subject to customary closing conditions
Financing  ~$435 million of committed financing
 Expected loan terms based on current market conditions -
6 year maturity, Libor +450 bps, 1% Libor floor
 ~$265 million funded through Impax cash
 Pro forma leverage allows flexibility for additional mergers and
acquisitions and business development
Allows Flexibility for Additional Growth Opportunities
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6. Business Overview
 Fully integrated pharmaceutical business focused
on complex branded and generic products
 12 currently marketed products
 Product pipeline includes 51 ANDAs in various
stages of development representing current U.S.
brand and generic sales of $10.7(1) billion, which
includes 16 pending approval or re-launch
 DEA and FDA licensed campus in Middlesex, NJ
with additional offices in Horsham, PA
 Experienced team with over 280 employees, 30
focused on R&D
 Proven capabilities in controlled substances,
extended-release products, supported by
significant regulatory expertise
Marketed Products Therapeutic Area
Branded Division Products
Anaphylaxis
Anthelmintic
Protozoal infections
ADHD; narcolepsy
Generic Division Products
Amphetamine ADHD
Dextroamphetamine ER (AG) ADHD; narcolepsy
Dextroamphetamine IR ADHD; narcolepsy
Epinephrine auto-injector (AG)(2) Anaphylaxis
Hydrocortisone Adrenocortical steroid
Metaxalone (AG) Muscle relaxant
Methenamine Hippurate Urinary tract infections
Methylphenidate IR ADHD
(1) Source: IMS National Sales Perspective Audit last 12 months ended August 2014
(2) Authorized Generic to Adrenaclick®
(3) Source: Tower Holdings, Inc. internal estimates
AG = Authorized Generic
35%
65%
Branded Generic
Approximate 2014E Revenues by Division(3)
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7. Albenza® Franchise:
Leading Treatment with Significant Upside Opportunities
 Albenza (albendazole) is indicated for the
treatment of invasive tapeworm infections
 The leading treatment for this indication
 Established safety profile
 Strong managed care coverage
 Long-term opportunity via life cycle
management strategies
 Addition of this new therapeutic area allows
Impax to more efficiently utilize its brand
commercial infrastructure and provides upside
growth potential
Niche Product with Strong Growth, Attractive Margins,
with Lifecycle Management Strategies
Source: Sales figures IMS National Prescription Audit;
Prescription numbers in thousands.
7
26,133
75,384
139,656
89,704
2011 2012 2013 (Jan- Aug) 2014
Albenza Annual Prescription Volume

8. Epinephrine Auto-Injector:
High Growth Potential in an Attractive Market
 Large and growing market driven by
increase in prevalence of people suffering
from allergies
 Launched two epinephrine auto-injector
products in 2013:
 Branded version (Adrenaclick®)
 Authorized Generic to Adrenaclick®
 Competitively priced products
 Opportunity for continued growth
1,416 1,551 1,656 1,918 2,187
3,421 3,772 4,101
5,036
5,783
2009 2010 2011 2012 2013
US Epinephrine Auto-injector sales(1)
0.15MG 0.30MG
4,837
5,757
5,323
6,953
7,971
(‘000s of auto-injectors)
(1) Source: Sales figure IMS National Sales Perspective Audit
8

9. Generic Pipeline with Near-Term Opportunities
 Current pipeline of 51 products at various
stages of development
 Complementary focus on high-value
formulations including extended-release and
DEA-regulated controlled substances
 Provides a pipeline with market dynamics
that drive growth
 De-risked pipeline due to several already
approved ANDA re-launches
 Pipeline products are Paragraph I-III and
high-value Paragraph IV opportunities
 Pipeline products represent $10.7(1) billion in
U.S brand and generic sales
 Products supplied through CorePharma
facility or third parties
(1) Source: Sales figure IMS National Sales Perspective Audit last 12 months ended August 2014
9
5
11
35
Approved Not Yet
Launched
Pending Approval Additional Products In
Various Stages of
Development
Product Pipeline(1)
Number of Products
($ billions)
$0.6
$0.8
$9.3

10. Diversifies and Expands Manufacturing and Supply
Chain Capabilities
 Fully integrated capabilities across R&D, manufacturing and regulatory functions
 Successful pre-approval inspections in February and August 2014
 Successfully implemented a Quality and Compliance Improvement Program
 63,200 sq. ft. manufacturing/warehousing facility across two buildings
 DEA licensed and FDA approved site
 Extended-release and controlled-release experience
 Capabilities include:
- Low-shear and high-shear granulations
- Direct compression blends
- Functional and non-functional aqueous film coatings
109,000 sq. ft. Campus in Middlesex, New Jersey
Manufacturing
10

11.  DEA licensed and FDA approved manufacturing facility
 Successful implementation of a Quality Improvement Program with
proven results
 Lead Brand in a new therapeutic area
 High value Generic product line
 Focus on late stage & life cycle management Brand projects
 Significant near-term Generic opportunities
 Opportunity for optimization of combined R&D portfolio
 Strategic M&A transaction intended to enhance Shareholder value
 Balance sheet remains flexible for additional opportunities
Acquisition Delivers in Our Primary Areas of Focus
Focus on
Quality
Maximize
Dual Platform
Optimize R&D
Business
Development
Acceleration
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12. Adds Immediate and Future Value to Impax
 Portfolio of growing, high-margin,
complex branded and generic products
 Leading franchise in a new niche brand
therapeutic area
 Diversifies and expands manufacturing
and supply chain capabilities with FDA
licensed manufacturing facility
 Experienced employee base
 Immediately accretive to earnings
 Moves Impax to a more efficient capital
structure
 Strong financial profile with future
upside potential from brand and generic
product pipeline
 Synergy opportunities primarily through
R&D optimization of combined portfolio
and SG&A
 Continued balance sheet flexibility for
future M&A and business development
 Integration of Quality Initiatives and
culture across manufacturing facilities
Immediate Future
Strategic Acquisition Enhances Portfolio and Drives Growth
12

13. Next Steps
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 Anticipated closing within the next six months
 Customary closing conditions and regulatory approvals,
including Hart-Scott-Rodino review
 Marketing and syndication of the committed debt financing