Discussion Materials 1 Project Jaguar - PowerPoint Presentation

1. Discussion Materials1Project JaguarAugust 31, 2021

2. 2Section 1 Market Update and Summary 3Section 2 Review of Jaguar Management Forecasts 7Section 3 Jaguar Valuation 15Section 4 Potential Strategic Alternatives 28Section 5 Process Recommendations 39Appendix A Financial Projection Assumptions 44Appendix B Valuation Data 48

3. Market Update and Summary3Section 1

4. MARKET UPDATE AND SUMMARYExecutive Summary4Jaguar Could Achieve a Positive Outcome for Shareholders with the Right ProcessOver the past year, Jaguar’s share price has ranged between $131.51 and $186.42, recently falling by 25% after its Q2 earnings announcementThe Comparable Public Companies, Precedent Transactions, and a Discounted Cash Flow (DCF) analysis based on management numbers point to a company undervalued by at least 30%Jaguar’s Debt / Total Capital is nearly 50% following the GW Pharma acquisition, and issuing Equity near the 52-week-low share price would create significant dilutionGiven Jaguar’s Cash balance and the constraints above, smaller deals may be viable, but nothing that would substantially change the company’s short-term valuationJaguar’s promising portfolio and market position could allow it to achieve a significantly higher valuation in an acquisition and acquire more resources for R&D and distributionWe recommend a highly targeted process focused on the most likely (“Tier 1”) potential partners, along with an outreach to Tier 2 potential partnersCurrent ValuationJaguar is Significantly Undervalued at Its Current Share PriceStrategic AlternativesProposed ProcessEquity / Debt Issuances and Add-On Acquisitions Are Not IdealA 30 – 50% Premium ($170 – $200) is Possible with the Right Process

5. MARKET UPDATE AND SUMMARYBiopharma Market Environment5Last Twelve Months’ PerformanceShare Price Performance(Last Twelve Months; Rebased to 100%)(1) Nasdaq Biotechnology Index (market capitalization-weighted).(2) S&P Biotechnology Index (market capitalization-weighted).Summary Statistics:L3MLTMJaguar(35%)(2%)S&P 5009%29%NBI(1)14%26%XBI(2)5%19%(10%)0%10%20%30%40%50%60%31-Aug-2006-Oct-2010-Nov-2016-Dec-2025-Jan-2102-Mar-2107-Apr-2112-May-2117-Jun-2123-Jul-2131-Aug-21JaguarS&P 500NBI(1)XBI(2)29%26%19%(2%)Source: Capital IQ data as of August 31, 2021.

6. MARKET UPDATE AND SUMMARYJaguar Annotated Stock Price Performance6Last Twelve Months’ PerformanceShare Price Performance and Volume Traded(1) Closing price as of 8/31/2021 per Capital IQ.(2) Per Jaguar 2Q 2021 10-Q; dilution calculated with Treasury Stock Method.(3) Per Jaguar 2Q 2021 10-Q.(4) Per Jaguar 2020 10-K; adjusted based on Valuation Allowance / Gross Deferred Tax Asset.(5) Based on fair values of Secured Notes, Dollar Term Loan, Euro Term Loan, and the Finance Leases.(6) Based on fair values of all Convertible Bonds; assuming no conversion into shares.Jaguar Market Statistics:($ in Millions Except per Share Data)VolumeShare Price0 M1 M2 M3 M4 M5 M6 M7 M8 M9 M$100.00$110.00$120.00$130.00$140.00$150.00$160.00$170.00$180.00$190.00$200.0031-Aug-2006-Oct-2010-Nov-2016-Dec-2025-Jan-2102-Mar-2107-Apr-2112-May-2117-Jun-2123-Jul-2131-Aug-21Positive Top-Line Results from Xywav Phase 3 StudyInitiation of Biologics License Application for JZP-458 (Rylaze)Announcement of GW Pharma AcquisitionClose of GW Pharma AcquisitionQ2 Earnings Announcement (25% Drop in YoY Xyrem Sales)Share Price (USD)Volume (Millions)Share Price(1):$131.71Basic Shares(2):61 MFDSO(2):63 MMarket Cap:$8,306Cash(3):(896)NOLs(4):(80)Debt(5):5,448Convertible(6):2,154NCI:0Enterprise Value:$14,933

7. Review of Jaguar Management Forecasts7Section 2

8. REVIEW OF JAGUAR MANAGEMENT FORECASTSOverview of Jaguar’s Product Pipeline8Approval Statuses Based on Latest Investor Presentation(1)(1) Source: Management.ProductPre-ClinicalPhase 1Phase 2Phase 3ApprovedIncluded in ValuationJZP-458 (Rylaze)Zepzelca (1L SCLC)Vyxeos (AML or HR-MDS)Epidiolex (EMAS)JZP-385 (Tremor)JZP-150 (PTSD)JZP-324 (Oxybate)JZP-341 (Hematological)FDA Approval on June 30, 2021Phase 3 Trial PlannedCooperative Group Study PlannedPhase 3 Trial PlannedPhase 3 Trial PlannedPhase 3 Trial PlannedOncologyCannabinoidsNeuroscience

9. REVIEW OF JAGUAR MANAGEMENT FORECASTSPreliminary Management Assumptions9Summary of Key Product Assumptions in Management Case(1)($ as Stated Except Peak Sales Estimates in $ Billions or $ Millions)(1) Per management estimates from 8/3 meeting.Product:XyremXywavEpidiolexRylazeSunosiZepzelcaJZP-385JZP-150Patient Population:165K – 175K165K – 175K95K – 100K~6K new cases / year165K – 175K25K – 30K new / year~7 million~2 millionPeak Penetration Rate:6.3% (FY 21)6.5% (FY 25)55% (FY 27)10% (FY 24)25% (FY 25)40% (FY 25)8% (FY 27)35% (FY 28)Generics Entrance:FY 25FY 28N/AN/AN/AN/AN/AN/AAverage Price per Patient:$130K – $160K$110K – $125K$35K – $55K$400K+$8K – $12K$55K – $67K$1K – $2K$1K – $2KPre-Generic Price Increases:~6%~2%~5%~1%~9%~2%~3%~3%Peak Sales (Projected):$1.4 billion$1.3 billion$2.5 billion$245 million$509 million$687 million$796 million$993 million

10. REVIEW OF JAGUAR MANAGEMENT FORECASTSSummary of Operational Forecasts10Per Jaguar Management; See Appendix A for Additional DetailsComparison of Product Peak Sales and Operational KPIs(1) Per management estimates from 8/3 meeting.(2) Based on Capital IQ median forecasts as of 8/31/2022.(3) Based on low end of market size and share estimates from press releases.Epidiolex Peak SalesZepzelca Peak SalesRisk-Adjusted Pipeline Peak SalesEBITDA MarginsManagement Forecast(1)Consensus Forecast(2)Downside Case(3)Xywav Peak SalesFY 30 Revenue (CAGR)$1.0 billion in FY 25$1.8 billion in FY 27$0.5 billion in FY 25$0.3 billion in FY 30$1.3 billion in FY 2544% falling to 39%$2.5 billion in FY 27$0.7 billion in FY 25$0.5 billion in FY 3044% falling to 39%$4.6 billion (7%)$3.8 billion (5%)$0.7 billion in FY 25$1.3 billion in FY 27$0.3 billion in FY 25$0.2 billion in FY 3044% falling to 39%$3.1 billion (3%)

11. REVIEW OF JAGUAR MANAGEMENT FORECASTSRevenue Projections11Comparison of 10-Year Revenue ForecastsIncludes Risk-Adjusted Revenue from Pipeline Drugs (JZP-385 and JZP-150)Peak Sales by Product:(Management Case)$0.0 B$1.0 B$2.0 B$3.0 B$4.0 B$5.0 B$6.0 B$7.0 B$3.3 B$4.1 B$4.8 B$5.5 B$5.5 B$5.8 B$6.2 B$5.1 B$4.8 B$4.6 B$4.5 B$3.3 B$3.9 B$4.4 B$3.9 B$4.5 B$4.6 B$4.8 B$4.1 B$3.9 B$3.8 B$3.7 B$3.2 B$3.7 B$3.0 B$3.4 B$3.7 B$3.7 B$3.9 B$3.2 B$3.2 B$3.1 B$3.0 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31ManagementConsensusDownside7%5%3%CAGRTotal Sales ($ USD in Billions)ProductYearSalesXyremFY 21$1.4 BXywavFY 25$1.3 BEpidiolexFY 27$2.5 BRylazeFY 26$0.2 BSunosiFY 25$0.5 BZepzelcaFY 25$0.7 BOtherFY 30$0.7 BJZP-385FY 30$0.2 BJZP-150FY 30$0.3 B

12. REVIEW OF JAGUAR MANAGEMENT FORECASTSEBITDA Projections12Comparison of 10-Year EBITDA ForecastsIncludes Risk-Adjusted EBITDA from Pipeline Drugs (JZP-385 and JZP-150)Key Assumptions:(Management Case)Driver%Gross Margin91%Op. Margin27%  18%Terminal34%EBITDA Margin44%  39%Terminal39%CapEx % Revenue1%Intangible Purchases % Revenue5%Change in WC % Change in Revenue(17%)CAGRTotal EBITDA ($ USD in Billions)$1.5 B$1.8 B$2.1 B$2.4 B$2.3 B$2.4 B$2.5 B$2.0 B$1.9 B$1.8 B$1.7 B$1.4 B$1.7 B$1.9 B$1.7 B$1.9 B$1.9 B$2.0 B$1.6 B$1.5 B$1.5 B$1.4 B$1.4 B$1.6 B$1.3 B$1.5 B$1.6 B$1.6 B$1.6 B$1.3 B$1.3 B$1.2 B$1.2 B$0.0 B$0.5 B$1.0 B$1.5 B$2.0 B$2.5 B$3.0 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31ManagementConsensusDownside5%3%2%

13. REVIEW OF JAGUAR MANAGEMENT FORECASTSHistorical and Projected Net Sales by Product13Management Case Forecasts(1)($ USD in Billions; Pipeline Drug Sales Have Been Probability-Adjusted)(1) Per management estimates from 8/3 meeting.$0 B$1 B$2 B$3 B$4 B$5 B$6 B$7 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30JZP-150JZP-385Other DrugsZepzelcaSunosiRylazeEpidiolex/EpidyolexXywavXyrem

14. REVIEW OF JAGUAR MANAGEMENT FORECASTSJaguar Forecast Summary14Net Sales by Product (Risk-Adjusted Pipeline Sales)(1) Per management estimates from 8/3 meeting.(2) Based on Capital IQ median forecasts as of 8/31/2022.(3) Based on low end of market size and share estimates from press releases.Peak Sales Assumptions:($ in Billions)Management Forecast(1)Consensus Forecast(2)Downside Case(3)ProductMgmtBaseXywav$1.3$1.0Epidiolex$2.5$1.8Zepzelca$0.7$0.5ProductMgmtDownXywav$1.3$0.7Epidiolex$2.5$1.3Zepzelca$0.7$0.3Pipeline & OtherEpidiolexXywavXyrem$3.3 B$3.9 B$4.4 B$3.9 B$4.5 B$4.6 B$4.8 B$4.1 B$3.9 B$3.8 B$0 B$1 B$2 B$3 B$4 B$5 B$6 B$7 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30$3.3 B$4.1 B$4.8 B$5.5 B$5.5 B$5.8 B$6.2 B$5.1 B$4.8 B$4.6 B$0 B$1 B$2 B$3 B$4 B$5 B$6 B$7 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30$3.2 B$3.7 B$3.0 B$3.4 B$3.7 B$3.7 B$3.9 B$3.2 B$3.2 B$3.1 B$0 B$1 B$2 B$3 B$4 B$5 B$6 B$7 BFY21FY22FY23FY24FY25FY26FY27FY28FY29FY30

15. Jaguar Valuation15Section 3

16. JAGUAR VALUATIONOverview of Selected Valuation Methodologies16Description of Considered and Applied MethodologiesCategoryMethodologyDescriptionUsed in ValuationTrading ValuationComparable Public CompaniesValues Jaguar based on comparable, publicly traded specialty biopharma companiesApplies comparable companies’ forward multiples of Revenue, EBITDA, and Net Income to company forecastsM&A ValuationPrecedent TransactionsValues Jaguar based on multiples paid for previously acquired biopharma companiesApplies historical multiples of Revenue and EBITDA to company forecastsTransaction PremiumsApplies 1-day, 1-week, and 1-month premiums paid for biopharma targets to Jaguar’s applicable share priceIntrinsic ValuationSum-of-the-Parts DCF AnalysisDCF analysis of each product’s expected future cash flows, with product-specific COGS and SG&A expensesRisk-adjusts pipeline sales and attributes minimal Terminal Value to branded products due to risk from generics“Going Concern” DCF AnalysisValues the company as a whole on a going-concern basisCash flows are based on revenue from current and pipeline products, with expenses linked to total revenueRisk-adjusts pipeline sales and attributes substantial Terminal Value to JaguarReference ValuationHistorical Trading HistoryAnalyzes movements in Jaguar’s historical stock price and evaluates its trading historyResearch Analyst Price TargetsReviews recent stock price targets from equity research analysts, generally based on forward multiplesABCDEFG

17. ApproachMetricRangeIndicative Share Price (25th to 75th Percentile)Trading ValuationPublic Comps (Consensus Forecasts Assumed)CY 23 TEV / Revenue3.5x – 5.1xCY 23 TEV / EBITDA11.1x – 19.1xCY 23 P / E13.8x – 22.3xM&A ValuationPrecedent TransactionsLTM TEV / Revenue5.7x – 10.2xLTM TEV / EBITDA11.8x – 29.8xTransaction Premiums1-Day Premiums37.3% – 54.1%1-Week Premiums39.9% – 60.5%1-Month Premiums35.5% – 69.1%Intrinsic Valuation“Going Concern” DCF AnalysisMgmt. Forecast6.5% – 7.5% Initial WACCConsensus ForecastConsensus ForecastDownside CaseDownside CaseJAGUAR VALUATIONPreliminary Valuation Summary17Based on Management, Consensus, and Downside Forecasts(1)(2)(1) Market data based on closing prices as of 8/31/2021.(2) Management based on 8/3 meeting data; Consensus based on Capital IQ forecasts as of 8/31/2022; Downside based on low end of market share/size estimates.$108.47 $159.38 $223.93 $209.31 $199.92 $180.86 $96.39 $133.36 $171.46 $226.44 $137.35 $123.59 $178.61 $250.19 $261.25 $229.34 $202.97 $389.05 $309.45 $272.25 $454.39 $245.07 $0.00$50.00$100.00$150.00$200.00$250.00$300.00$350.00$400.00$450.00$500.00Current Share Price: $131.71ABCE

18. JAGUAR VALUATIONPeer Benchmarking Analysis18U.S.-Based Specialty Pharma Companies with LTM Revenue Between $1 and $5 Billion($ USD in Billions)(1) Consensus Forecast Revenue and EBITDA based on Capital IQ forecasts as of 8/31/2022.Jaguar’s unique financial profile (similar growth to its peer specialty pharmaceutical companies, but with greater scale) should drive a premium valuation.Even in the Downside Case, with significantly lower projected Revenue and EBITDA, Jaguar still exceeds the scale all but two peer companies by CY 23.Additionally, Jaguar’s Revenue is more closely linked to existing products and, therefore, may be even higher on a probability-adjusted basis.$0.0 B$1.0 B$2.0 B$3.0 B$4.0 B$5.0 B$6.0 B$1.7 B$1.3 B$2.0 B$2.1 B$2.7 B$3.2 B$4.0 B$4.4 B$5.1 BNBIXEBSEXELUTHRBMRNSGENINCYJAZZCTLT$0.0 B$0.5 B$1.0 B$1.5 B$2.0 B$2.5 B$0.8 B$0.3 B$0.5 B$1.2 B$0.9 B$0.6 B$1.6 B$1.9 B$1.4 BNBIXEBSEXELUTHRBMRNSGENINCYJAZZCTLTAnnual Revenue Projections, CY 22 – CY 23(1)Annual EBITDA Projections, CY 22 – CY 23(1)JaguarJaguar

19. JAGUAR VALUATIONPeer Companies – Multiples and Growth Rates19U.S.-Based Specialty Pharma Companies with LTM Revenue Between $1 and $5 Billion(1) Market data based on closing prices as of 8/31/2021.(2) All forecasts use Consensus numbers based on Capital IQ data as of 8/31/2021.Projected 2-Year Revenue CAGR, CY 22 – CY 23(1)CY 23 TEV / Revenue Multiples(1)Projected 2-Year EBITDA CAGR, CY 22 – CY 23(1)CY 23 TEV / EBITDA Multiples(1)(14.9%)9.7%12.9%15.3%18.7%20.0%21.8%22.6%45.9%(20.0%)(10.0%)0.0%10.0%20.0%30.0%40.0%50.0%45.2x 11.9x 17.7x 6.3x 7.8x 9.1x 9.4x 18.1x 11.1x 0.0 x5.0 x10.0 x15.0 x20.0 x25.0 x30.0 x35.0 x40.0 x45.0 x50.0 xJaguar(27.5%)14.8% 33.0% 15.3% 55.4% 78.1% NM 65.3% NM (40.0%)(20.0%)0.0%20.0%40.0%60.0%80.0%100.0%JaguarJaguar3.0 x4.9 x3.7 x3.4 x3.7 x2.3 x5.6 x5.0 x9.1 x0.0 x1.0 x2.0 x3.0 x4.0 x5.0 x6.0 x7.0 x8.0 x9.0 x10.0 xJaguar

20. JAGUAR VALUATIONAnalysis of Precedent Transactions20LTM EBITDA Multiples Based on Biopharma M&A Targets with Over $500 Million in LTM Revenue Since 8/31/2011(1)(1) Source: Capital IQ, SEC filings, press releases, and news articles.Target:Acquirer:Date:Dec ‘20Jan ‘18Jan ‘16Nov ‘14Apr ‘17Dec ‘16Aug ‘16Dec ‘14Apr ‘14Feb ‘14Jan ‘14Sep ’12TEV:$40.0 B$11.0 B$32.5 B$68.7 B$4.8 B$5.5 B$14.0 B$9.5 B$5.3 B$22.1 B$2.9 B$2.3 BSummary StatisticsMax52.9 x75th Percentile29.8 xMedian16.4 x25th Percentile11.8 xMin10.3 x13.1 x23.2 x16.7 x29.5 x10.7 x16.0 x30.7 x46.6 x10.3 x52.9 x10.5 x12.2 x0.0 x10.0 x20.0 x30.0 x40.0 x50.0 x60.0 xMedian: 16.4 x

21. JAGUAR VALUATIONPremiums Paid Analysis21Review of Premiums Paid for U.S.-Based Biopharma Sellers Since 8/31/2011(1)(1) Source: Capital IQ data.Goldman Stanley reviewed a list of 100 transactions involving U.S.-based biotechnology and pharmaceutical sellers over the past 10 years and narrowed the list to companies with over $500 million in LTM revenue.Early-stage acquisitions were excluded from the set because their cash flow profiles, risk, and valuation multiples are not comparable to Jaguar’s existing, profitable business model in proven markets.Premium to Jaguar’s Closing Price on Applicable Dates and Implied Equity Value per Share0.0%10.0%20.0%30.0%40.0%50.0%60.0%70.0%80.0%25th PercentileMedian75th Percentile37.3%39.9%35.5%43.9%48.9%47.9%54.1%60.5%69.1%1-Day Prior1-Week Prior1-Month Prior$181$190$203$200$213$229$209$228$261Implied Price:

22. JAGUAR VALUATIONDiscounted Cash Flow Analysis – Jaguar22Unlevered Free Cash Flow Projections Based on Consensus Forecast Figures(1)($ USD in Millions Except for Per Share Data)(1) Management based on 8/3 meeting data; Consensus based on Capital IQ forecasts as of 8/31/2021; Downside based on low end of market share/size estimates.Discounted Cash Flow Analysis uses the following assumptions:Valuation date of 8/31/2021Initial WACC of 7.0% declining to 5.4% by Year 1015% book tax rate and 20-30% cash tax rate due to SBC and intangible amortizationMid-year convention and stub period used for Q3 – Q4 of FY 21Assumes close of $6.2 billion GW acquisition in Q2 of FY 21Enterprise Value Sensitivity Analysis(1):($ in Millions)Implied Share Price Sensitivity Analysis (1):($ in Millions)

23. JAGUAR VALUATIONJaguar DCF – Sensitivity Analysis23Variance to Implied Share Price in DCF Based on Consensus Forecasts(1)(1) Consensus based on Capital IQ forecasts as of 8/31/2021; product assumptions based on press releases and industry research.SensitivityImplied Share PriceCommentsXywav – Initial Price per PatientCurrent: $110K per patient per year starting in FY 21Sensitivity: $85K – $135K per year starting priceXywav Generics Entrance YearCurrent: FY 28 assumed (~80% price drop)Sensitivity: FY 24 through FY 30 entrance yearsEpidiolex Market PenetrationCurrent: 20% rising to a 40% peak market penetration in FY 27 and then decliningSensitivity: +/- 25% market penetration (e.g., 50% rather than 40% at the peak)Epidiolex Annual Price IncreasesCurrent: 5% annual from FY 21 onwardSensitivity: 0% to 10% annual price increases through FY 30Pipeline Drug Risk Adjustment FactorCurrent: 26.5% based on Phase 2 and 3 clinical trial success probabilitiesSensitivity: 1.5% through 51.5% reduction in pipeline drug revenue$154.71 $134.13 $141.98 $163.40 $163.99 $182.54 $219.39 $195.27 $176.21 $173.26 $100.00$120.00$140.00$160.00$180.00$200.00$220.00$240.00

24. JAGUAR VALUATIONJaguar – WACC Analysis24Based on Jaguar’s Historical Beta and Capital Structure and Comparable Companies(1)($ USD in Billions)(1) Market data based on closing prices as of 8/31/2021.Goldman Stanley reviewed Jaguar’s historical data and information from the comparable companies:Given the wide differences in capital structures, it is crucial to calculate WACC via multiple methodsThe DCF assumes an initial WACC of 7.0% declining to 5.4% by Year 10, based on WACC figures in the 6.5% – 8.5% range for Jaguar’s higher-growth peersThe final 5.4% rate in the Terminal Period is close to the average WACC produced by the three methods described hereWACC CalculationAssumptionNotesLowBaseHighEquity Risk PremiumDuff & Phelps’ Valuation Handbook (2021)5.5%5.5%5.5%Risk-Free Rate10-year U.S. Treasury Yield as of 8/31/20201.3%1.3%1.3%Levered BetaJaguar historical Beta and re-levered Beta from the comparable companies0.780.971.35Cost of Equity (Ke)Based on Capital Asset Pricing Model (CAPM)5.6%6.6%8.7%Equity / Total CapitalizationCurrent capital structure and optimal capital structure from comps’ median96.6%52.2%52.2%Pre-Tax Cost of DebtWeighted YTM of Jaguar’s current Debt, including Convertible Bonds3.1%3.1%3.1%Tax Rate (T)U.S. corporate tax rate + international benefits15.0%15.0%15.0%After-Tax Cost of Debt (Kd)2.6%2.6%2.6%Total Debt (D)Current balance or comparables’ median Debt percentage$0.5 B$7.6 B$7.6 BTotal CapitalizationJaguar current Debt + Equity Value$15.9 B$15.9 B$15.9 BDebt / Total CapitalizationCurrent capital structure and optimal capital structure from comps’ median3.4%47.8%47.8%WACCKe * E / (D + E) + Kd * (1 – T) * D / (D + E)4.7%5.5%5.8%

25. JAGUAR VALUATIONOverview of the Company’s Top 20 Shareholders25Ownership is Diverse and Primarily Large-Cap Institutional Asset Managers(1) Share counts based on June 30, 2021 10-Q filing. Market data based on closing prices as of 8/31/2021.#ShareholderOwnership Stake and Cumulative HoldingsShares (000’s)(1)Current Market Value ($ M)(1)1BlackRock, Inc.6,163$8122The Vanguard Group, Inc.5,483$7223FMR LLC3,370$4444J.P. Morgan Asset Management, Inc.2,681$3535State Street Global Advisors, Inc.2,399$3166Renaissance Technologies Corp.2,317$3057LSV Asset Management1,976$2608Wellington Management Group LLP1,681$2219Polaris Capital Management, LLC1,293$17010Mulligan, Seamus C. (Independent Director)1,155$15211Geode Capital Management, LLC999$13212Citadel Advisors LLC962$12713AQR Capital Management, LLC954$12614Dimensional Fund Advisors L.P.894$11815Redmile Group, LLC860$11316Janus Henderson Group plc (NYSE:JHG)830$10917Victory Capital Management Inc.732$9618Teachers Insurance and Annuity Association of America711$9419Franklin Resources, Inc.684$9020BNY Mellon Asset Management618$8110.2%9.0%5.6%4.4%4.0%3.8%3.3%2.8%2.1%1.9%1.6%1.6%1.6%1.5%1.4%1.4%1.2%1.2%1.1%1.0%19.2%24.7%29.2%33.1%36.9%40.2%43.0%45.1%47.0%48.6%50.2%51.8%53.3%54.7%56.1%57.3%58.4%59.6%60.6%

26. JAGUAR VALUATIONValuation Conclusions26A 30 – 50% Premium ($170 – $200) is Possible with the Right ProcessJaguar Could Maximize Shareholder Value via a Broad Process Including Tier 1 and Tier 2 PartnersJaguar’s margins exceed those of its peer companies and its revenue growth rates are in-line with theirs, but it trades at a 20% – 60% discount following its Q2 earnings announcement#1Management Case Valuation is JustifiedThis level represents a 50%+ premium to Jaguar’s current share price; the valuation methodologies point to a range of $170 – $200, but a deal at $170 makes little sense given the past 12 months’ trading history#2Goal: $200 / ShareThe implied value is between $170 and $230 per share, but these projections do not include possible synergies in an M&A deal, so they may understate Jaguar’s value to potential partners#3Discounted Cash Flow (DCF) AnalysisPremiums Paid indicate a median implied share price in the $190 – $230 range, depending on the time period and adjustments (i.e., undisturbed vs. raw share prices)#4Premiums Paid Analysis

27. Potential Strategic Alternatives27Section 4

28. POTENTIAL STRATEGIC ALTERNATIVESPotential Alternatives for Jaguar28Both Standalone and Strategic Options Should Be ConsideredMultiple potential paths forward exist for JaguarMany paths are not mutually exclusive (i.e., the company could pursue several at the same time)Given current market conditions and the company’s capital structure, M&A options are more likely to maximize shareholder value

29. POTENTIAL STRATEGIC ALTERNATIVESAssessment of Standalone / Strategic Alternatives29Key Considerations Should Be Process Speed, Valuation, and Market Conditions

30. POTENTIAL STRATEGIC ALTERNATIVESCriteria for Potential Strategic Partners30Goldman Stanley Considered a Broad Range of Potential Biopharma PartnersAt $200 / share, Jaguar would be worth an Enterprise Value of over $18 billion; potential partners should be able to use $18 billion in combined Cash and Debt to fund a potential dealBoth branded and generics companies should be considered, given recent M&A activityKey CriteriaSize, Ability to Pay, Product Pipeline, and Strategic Fit Should All Be ConsideredSignificantly larger than JaguarMarket CapAbility to PayTier 1 Potential PartnersStrategic FitCloser to Jaguar’s sizeCapable of paying at least $18-20 billion in Cash and DebtMay have to issue Stock to fund the full purchase priceSolid product and pipeline fitSolid product and pipeline fitTier 2 Potential Partners

31. POTENTIAL STRATEGIC ALTERNATIVESTier 1 and Tier 2 Potential Strategic Partners31Summary of Partners by Viability and GeographyNorth AmericaInternationalTier 1 Potential PartnersTier 2 Potential Partners

32. POTENTIAL STRATEGIC ALTERNATIVESOverview of Tier 1 Potential Partners32Goldman Stanley Conducted an Initial Evaluation of Each Partner($ USD in Billions)

33. AmgenCompany Profile: Amgen33Headquarters: CaliforniaEmployees: 24,200Founded: 1980Market Cap: $128.1Enterprise Value: $152.8LTM Revenue: $25.5LTM EBITDA: $12.6TEV / Revenue: 6.0xTEV / EBITDA: 12.2xRobert Bradway Chairmen & CEOPeter Griffith EVP & CFOEsteban Santos EVP, OperationsLinda Louie VP, Finance & CAOMike Zahigian SVP & CIOJonathan Graham EVP & GCNancy Grygiel SVP & CCOAmgen Inc. discovers, develops, manufactures, and delivers human therapeutics worldwide. It focuses on inflammation, oncology/hematology, bone health, cardiovascular disease, nephrology, and neuroscience areas.Amgen Inc. serves healthcare providers, including physicians or their clinics, dialysis centers, hospitals, and pharmacies. It distributes its products through pharmaceutical wholesale distributors, as well as direct-to-consumer channels.Enbrel – To treat plaque psoriasis, rheumatoid arthritis, and psoriatic arthritis.Neulasta – Reduces the chance of infection due a low white blood cell count in patients with cancer.Prolia – To treat postmenopausal women with osteoporosis.Xgeva – To prevent skeletal-related events.Otezla – To treat adult patients with plaque psoriasis, psoriatic arthritis, and oral ulcers associated with Behçet’s disease.Aranesp – To treat a lower-than-normal number of red blood cells and anemia.KYPROLIS – To treat patients with relapsed or refractory multiple myeloma.Repatha – To reduce the risks of myocardial infarction, stroke, and coronary revascularization.Other Products – Nplate, Vectibix, MVASI, Parsabiv, EPOGEN, KANJINTI, BLINCYTO, Aimovig, EVENITY, AMGEVITATM, Sensipar/Mimpara, NEUPOGEN, IMLYGIC, Corlanor, and AVSOLA.Otezla Worldwide Rights$13.4 billionAug 2019Onyx Pharmaceuticals$10.0 billionAug 2013

34. Bristol-Myers SquibbCompany Profile: Bristol-Myers Squibb34Headquarters: New YorkEmployees: 32,200Founded: 1887Market Cap: $148.6Enterprise Value: $46.3LTM Revenue: $44.4LTM EBITDA: $19.0TEV / Revenue: 4.1xTEV / EBITDA: 9.5xGiovanni Caforio, MD CEODavid Elkins EVP & CFOGreg Meyers EVP & CTOPaul von Autenried EVP & CIOChristopher Boerner EVP & CCOBristol-Myers Squibb Company discovers, develops, licenses, manufactures, and markets biopharmaceutical products worldwide, including chemically-synthesized drugs, small molecules, and biologics. It offers products for hematology, oncology, cardiovascular, immunology, fibrotic, neuroscience, and COVID-19.It sells products to wholesalers, distributors, pharmacies, retailers, hospitals, clinics, and government agencies. The company was formerly known as Bristol-Myers Company.Revlimid – An oral immunomodulatory drug for the treatment of multiple myeloma.Eliquis – An oral inhibitor for reduction in risk of stroke/systemic embolism in NVAF, and for the treatment of DVT/PE.Opdivo – Anti-cancer indications.Pomalyst/Imnovid – For patients with multiple myeloma.Orencia – For adult patients with active RA and psoriatic arthritis.Sprycel – For the treatment of Philadelphia chromosome-positive chronic myeloid leukemia.Yervoy – For patients with unresectable or metastatic melanoma.Abraxane – Protein-bound chemotherapy product.Reblozyl – For anemia in adult patients with beta thalassemia.Empliciti – For the treatment of multiple myeloma.Other Products – Zeposia, Breyanzi, Inrebic, and Onureg.MyoKardia$13.1 billionOct 2020Celgene$99.6 billionJan 2019

35. Gilead SciencesCompany Profile: Gilead Sciences35Headquarters: CaliforniaEmployees: 14,400Founded: 1987Market Cap: $91.3Enterprise Value: $114.6LTM Revenue: $26.6LTM EBITDA: $14.3TEV / Revenue: 4.3xTEV / EBITDA: 8.0xDaniel O’Day Chairman & CEOAndrew Dickinson EVP & CFOStacey Ma EVP, DevelopmentFlavius Martin EVP, ResearchJohanna Mercier CCOMerdad Parsey, MD, PhD CMODeborah Telman EVP & GCGilead Sciences, Inc., a biopharmaceutical company, discovers, develops, and commercializes medicines in the areas of unmet medical need in the United States, Europe, and internationally. It offers treatments for HIV/AIDS, liver diseases, certain cancers, and cardiovascular diseases, and it offers products for hematology, oncology, and cell therapy patients.The company markets its products through its commercial teams and/or in conjunction with third-party distributors and corporate partners.HIV/AIDS – Biktarvy, Genvoya, Descovy, Odefsey, Truvada, Complera/ Eviplera, Stribild, and Atripla.COVID-19 – Veklury (an injection for intravenous use).Liver Diseases – Epclusa, Harvoni, Vosevi, Vemlidy, and Viread.Hematology, Oncology, and Cell Therapy Patients – Epclusa, Harvoni, Vosevi, Vemlidy, and Viread.Pulmonary Arterial Hypertension – Letairis (oral formulation for treatment).Chronic Angina – Ranexa (oral formulation for treatment).Invasive Fungal Infections – AmBisome (liposomal formation for treatment).Immunomedics$20.9 billionSep 2020Kite Pharma$11.3 billionAug 2017

36. Merck & Co.Company Profile: Merck & Co.36Headquarters: New JerseyEmployees: 67,500Founded: 1891Market Cap: $193.1Enterprise Value: $211.1LTM Revenue: $43.9LTM EBITDA: $15.4TEV / Revenue: 4.8xTEV / EBITDA: 13.7xRobert Davis President & CEOCaroline Litchfield CFOSanat Chattopadhyay EVP, Manufact.Richard DeLuca EVP, Animal HealthDean Li, MD, PhD EVP, ResearchCristal Downing EVP & CCOChirfi Guindo CMOMerck & Co., Inc. operates as a healthcare company worldwide. It operates through two segments, Pharmaceutical and Animal Health, and offers products in areas such as oncology, immunology, neuroscience, virology, cardiovascular, pharmaceuticals, and vaccines.It serves drug wholesalers and retailers, hospitals, government agencies, managed health care providers (including health maintenance organizations), pharmacy benefit managers, physicians and physician distributors, veterinarians, and animal producers. Keytruda – Anti-PD-1 monotherapy for the treatment of cervical cancer, classic Hodgkin Lymphoma, and related melanomas and carcinomas, including non-small-cell lung cancer (NSCLC).Gardasil/Gardasil 9 – Vaccines to help prevent certain diseases caused by certain types of human papillomavirus.Januvia/Janumet – For the treatment of Type 2 diabetes.ProQuad/M-M-R II/Variva – Pediatric combination of the measles, mumps, rubella, and varicella vaccines (and related viruses).Bridion – Injection for the reversal of two types of neuromuscular blocking agents used during surgery.Livestock (Animal Health) – Various antibiotics and anti-inflammatory drugs for use in cattle and swine.Companion Animals (Animal Health) – Various oral and topical parasitic control products for dogs and cats.VelosBio$2.6 billionNov 2020Cubist Pharmaceuticals$10.2 billionDec 2014

37. PfizerCompany Profile: Pfizer37Headquarters: New YorkEmployees: 79,000Founded: 1849Market Cap: $258.3Enterprise Value: $276.1LTM Revenue: $55.1LTM EBITDA: $19.6TEV / Revenue: 5.0xTEV / EBITDA: 14.1xDr. Albert Bourla Chairman & CEODavid Denton EVP & CFOMikael Dolsten President, R&DLidia Fonseca EVP & CTOAngela Hwang President, BiopharmaRady Johnson EVP & CCO Douglas Lankler EVP & GCPfizer Inc. discovers, develops, manufactures, markets, distributes, and sells biopharmaceutical products worldwide. It offers medicines and vaccines in therapeutic areas, including cardiovascular metabolic and women’s health, small molecules, injectable and anti-infective medicines, and chronic immune and inflammatory diseases.The company serves wholesalers, retailers, hospitals, clinics, government agencies, pharmacies, and individual provider offices, as well as disease control and prevention centers.Biopharmaceuticals – Comirnaty (COVID-19), Prevnar (pneumococcal disease), and Nimenrix (meningococcal ACWY disease).Oncology – Ibrance (metastatic breast cancer), Xtandi (mCRPC, nmCRPC, and mCSPC), Inlyta (advanced RCC), and Sutent (advanced or metastatic RCC).Internal Medicine – Eliquis (atrial fibrillation, thrombosis, and pulmonary embolism) and Premarin (menopause).Hospital – Sulperazon (bacterial infections), Medrol (anti-inflammatory), and Zavicefta (bacterial infections).Inflammation & Immunology – Xeljanz (RA, PsA, UC, and active polyarticular course juvenile idiopathic arthritis) and Enbrel (RA, juvenile idiopathic arthritis, PsA, and plaque psoriasis).Rare Disease – Vyndaqel/Vyndamax (ATTR-cardiomyopathy and polyneuropathy), BeneFIX (hemophilia B), and Genotropin (human growth hormone replacement).Array BioPharma$11.5 billionJun 2019Medivation$14.3 billionAug 2016

38. RocheCompany Profile: Roche38Headquarters: SwitzerlandEmployees: 100,920Founded: 1896Market Cap: $314.3Enterprise Value: $328.4LTM Revenue: $63.3LTM EBITDA: $25.2TEV / Revenue: 5.2xTEV / EBITDA: 13.0xDr. Severin Schwain Chairman & CEODr. Alan Hippe CFO & CIOBill Anderson CEO, PharmaceuticalsDr. Thomas Schinecker CEO, Diagn.Dr. James Sabry Head of PartnershipsProf. Dr. Hans Clevers R&D HeadClaudia Bockstiegel GCRoche Holding AG engages in the pharmaceuticals and diagnostics businesses in Europe and internationally. The company offers pharmaceutical products for treating oncology, neuroscience, infectious, immunology, cardiovascular and metabolism, ophthalmology, and respiratory, as well as anemia, cancer, dermatology, hemophilia, inflammatory and autoimmune, neurological, and transplantation.It also offers in-vitro tests for various diseases, such as cancer, diabetes, COVID-19, hepatitis, and human papillomavirus.Ocrevus (Neuroscience) – Infusion treatment for relapsing and primary progression forms of multiple sclerosis.Perjeta (Oncology) – Treatment for HER2-positive breast cancer.Actemra/RoActemra (Immunology) – Treatment for moderate-to-severe rheumatoid arthritis and related arthritis diseases.Tecentriq (Oncology) – Cancer immunotherapy (alone or in combination) for various types of cancer, such as lung, bladder, breast and liver cancer.Avastin (Oncology) – Tumor-starving therapy designed to work with chemotherapy to prevent tumor growth.Hemlibra (Hemophilia) – Prophylactic treatment for hemophilia A with and without factor VIII inhibitors.Herceptin (Oncology) – Treatment for early-stage HER2-positive breast cancer, stomach cancer, and esophageal cancer.Kadcyla (Oncology) – Newer treatment for HER2-positive breast cancer.Spark Therapeutics$4.9 billionFeb 2019Intermune$8.9 billionAug 2014

39. Process Recommendations39Section 5

40. PROCESS RECOMMENDATIONSKey Recommendations40Comparison of Targeted and Broad ProcessesWe recommend engaging in targeted discussions with the Tier 1 candidatesAt the same time, Goldman Stanley will reach out to Tier 2 candidatesThe M&A process with Tier 1 candidates will take significantly longer, so we recommend parallel processesDepending on the responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Jaguar may approach additional partners

41. PROCESS RECOMMENDATIONSProcess Alternatives41Comparison of Alternatives and Recommended Hybrid Process

42. PROCESS RECOMMENDATIONSProcess Roles and Responsibilities42Overview of Phases, Workflow, and Estimated Timing

43. PROCESS RECOMMENDATIONSIllustrative Process Timeline43A Targeted Process + Broader Search Could Be Completed in ~6 Months

44. Financial Projection Assumptions44Appendix A

45. FINANCIAL PROJECTION ASSUMPTIONSSummary of Revenue Forecasts by Scenario45Comparison of Management, Consensus, and Downside Cases(1)($ USD in Millions)(1) Management based on 8/3 meeting data; Consensus based on Capital IQ forecasts as of 8/31/2022; Downside based on low end of market share/size estimates.

46. FINANCIAL PROJECTION ASSUMPTIONSXyrem and Xywav Revenue Forecasts46Comparison of Management, Consensus, and Downside Cases(1)($ USD in Millions)(1) Management based on 8/3 meeting data; Consensus based on Capital IQ forecasts as of 8/31/2022; Downside based on low end of market share/size estimates.

47. FINANCIAL PROJECTION ASSUMPTIONSHistorical and Projected Unlevered Free Cash Flow47Management Case Estimates(1)($ USD in Millions)(1) Management based on 8/3 meeting data.

48. Valuation Data48Appendix B

49. VALUATION DATAComparable Public Companies49U.S.-Based Specialty Pharma Companies with LTM Revenue Between $1 and $5 Billion($ USD in Millions)(1) Market data based on closing prices as of 8/31/2021.(2) Forecasts based on Capital IQ consensus estimates.(3) Normalized Net Income excludes non-recurring expenses.

50. VALUATION DATAPrecedent Transactions50U.S.-Based Bio/Pharma Sellers with LTM Revenue Above $500 Million Since 8/31/2011($ USD in Millions)(1) Transaction Enterprise Value based on Purchase Equity Value – Cash – Other Non-Core Assets + Debt + Preferred Stock + Noncontrolling Interests + Other Long-Term Funding Sources.

51. VALUATION DATAWeighted Average Cost of Capital (WACC)51U.S.-Based Specialty Pharma Companies with LTM Revenue Between $1 and $5 Billion($ USD in Millions)(1) Based on 10-year U.S. Treasury yield as of 8/31/2021.(2) Based on Damodaran’s U.S. market ERP data as of January 2021.(3) Based on weighted average YTM of company’s current debt issuances.(4) Market data based on closing prices as of 8/31/2021.