Mayne Pharma Group Limited Acquisition of Metrics, Inc.

4 October 2012

Important Notice and Disclaimer

IMPORTANT: You must read the following before continuing.

The following notice and disclaimer applies to this presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. In accepting this Presentation, you agree to be bound by the following terms and conditions, including any modifications to them.

The information in this Presentation is not a prospectus. This Presentation provides information in summary form and general information regarding Mayne Pharma Group Limited (Mayne Pharma) and a proposed underwritten pro-rata accelerated non-renounceable entitlement offer, placement and conditional placement (the Offering). This Presentation is not complete, is intended only as an outline, and is designed to assist you in making a determination as to whether you wish to conduct a further evaluation of the proposed investment. The Offering is limited to specifically targeted potential investors who meet certain suitability requirements, including the ability to conduct their own evaluation of a prospective investment without the need for mandated disclosure requirements. The Offering is being conducted in a manner that exempts it from registration under the Securities Act of 1933 (the Securities Act) pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. This Presentation is subject to change.

This Presentation is confidential and remains the subject of an incomplete proposal, is being furnished to you solely for your information and may not be reproduced or distributed, in whole or in part, to any other person. By accepting this Presentation you agree not to disclose, directly or indirectly, or permit any of your affiliates or representatives to disclose any information regarding the receipt of this presentation or any information contained herein without the prior written consent of Mayne Pharma. If you elect not to pursue the proposed investment, this Presentation and any other documents furnished to you by Mayne Pharma or on its behalf in connection with your evaluation of the proposed investment must be promptly returned to Mayne Pharma.

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This Presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this Presentation nor anything contained in it shall form the basis of any contract or commitment. This Presentation and its contents are provided on the basis that recipients will not deal in the securities or financial products of Mayne Pharma in breach of applicable insider trading laws.

This Presentation has not been filed, registered or approved in any jurisdiction. The release, publication or distribution of this Presentation in jurisdictions other than Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Presentation may not be copied by you, or distributed to any other person. No action has been taken or is proposed to be taken to register or qualify this document, the Offering or the shares that are subject to this Offering (the Shares) in any jurisdiction. The Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction.

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Important Notice and Disclaimer (cont’d)

This Presentation speaks only as of the date set forth on the cover page hereof. The information in this Presentation, therefore, remains subject to change. In addition, this Presentation contains statements which are either missing information or which assume completion of matters expected to be completed in the future. Mayne Pharma may in its absolute discretion, but without being under an obligation to do so, update or supplement this Presentation. Any further information will be provided subject to these terms and conditions. Without limiting the foregoing, the documents referred to in this Presentation may not have been executed and may change prior to execution. Certain parties named in this Presentation have not reviewed the references to them and may seek amendments to these references once this review has occurred.

None of Mayne Pharma’s corporate or financial advisers nor any advisers, financiers or underwriters appointed (being Credit Suisse (Australia) Limited and UBS AG, Australia Branch) (or to be appointed) in respect of any potential offering referred to in this Presentation (“Advisers”) nor their respective related bodies corporate, affiliates, directors, employees or agents have authorized this Presentation nor are responsible for the issue or making of any statements or the contents of this Presentation.

No responsibility for any errors or omissions from this Presentation arising out of negligence or otherwise is accepted by Mayne Pharma or its Advisers. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of information and opinions expressed in this Presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the Presentation (“forward-looking statements”). Such forward-looking statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of Mayne Pharma and its directors) which may cause the actual results or performance of Mayne Pharma to be materially different from any future results or performance expressed or implied by such forward-looking statements. The forward-looking statements should not be relied on as an indication of future value or for any other purpose. All information in this Presentation regarding Metrics, Inc. was supplied by Metrics, Inc. or its representatives. Mayne Pharma and its Advisers assume no responsibility for the accuracy of such information. Any market and industry data used in connection with this presentation was obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Mayne Pharma nor its representatives have independently verified market or industry data provided by third parties or industry or general publications.

To the maximum extent permitted by law, none of Mayne Pharma, any Advisers or any of their related bodies corporate, affiliates, directors, employees or agents, nor any other person, accepts any responsibility or liability, including, without limitation, any liability arising from fault or negligence on the part of any person, for any direct or indirect loss arising from the use of this document or its contents or otherwise arising in connection with it.

The provision of this Presentation is not, and should not be considered as, the provision of legal, accounting, tax or financial product advice or a recommendation by Mayne Pharma, Credit Suisse (Australia) Limited or UBS AG, Australia Branch. This Presentation does not take into account your individual investment objectives, financial situation or particular needs. You must not act on the basis of any matter contained in this Presentation, but must make your own independent assessment of and seek your own professional advice in relation to Mayne Pharma and the Shares the subject of the Offering and conduct your own investigations and analyses.

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Foreign Selling Restrictions

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

New Zealand

This document does not constitute a prospectus or investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the Securities Act 1978 (New Zealand).

This document is being distributed in New Zealand only to:

(a) persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

(b) persons who are each required to pay a minimum subscription price of at least $500,000 for the New Shares before the allotment of those securities;

(c) persons who have each previously paid a minimum subscription price of at least $500,000 for the Company’s shares (the initial securities) in a single transaction before the allotment of the initial securities, provided that:
the offer of the New Shares is made by the issuer of the initial securities; and
the offer of the New Shares is made within 18 months of the date of the first allotment of the initial securities; or

(d) persons to whom securities may be offered in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002.

The New Shares are not being offered to any other person in New Zealand. Any investor who acquires New Shares must not, in the future, sell those securities in a manner that will, or that is likely to, result in the sale of the securities being subject to the New Zealand Securities Act 1978 or that may result in the Company or its directors incurring any liability whatsoever.

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Foreign Selling Restrictions (cont’d)

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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Agenda

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Section Page
1 Transaction overview 6
2 Overview of Mayne Pharma (pre acquisition) 8
3 Overview of Metrics 16
4 Strategic rationale 26
5 The new Mayne Pharma Group 33
6 Acquisition funding 39
7 Key risks 44
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1. Transaction overview

Transaction overview

Agreement to acquire Metrics, Inc. (“Metrics”) for US$105 million up-front + up to US$15 million earn out

	Metrics overview	US based provider of contract development services to the pharma industry and also develops and manufactures niche generic
		products which it distributes directly or through 3rd parties in the US
		Particular expertise in formulating complex oral dose forms including highly potent compounds, opiates (Schedule II – V controlled
		substances), modified release products and inherently unstable compounds
		Customer base exceeds 100 pharma clients including blue chip companies such as Mylan, Perrigo, Eli Lilly, Roche, Abbott and Amgen
		Seasoned management team with an average of 25 years experience in the US and global pharma industry
	Compelling	Strong fit with Mayne Pharma’s existing business
	strategic	−Provides direct access to the world’s largest pharma market, Mayne Pharma’s principal market for its development pipeline
	rationale	−Combined entity will have strong and diversified revenue streams across contract services, generic and proprietary products
		−Expands and diversifies new product pipeline utilising complementary formulation and drug delivery technologies
		Material upside is expected in the medium to long term from cross selling opportunities
		Senior Metrics management well known to Mayne Pharma and have a strong track record of success in the US generic industry
	Acquisition snapshot	Agreement to acquire Metrics for up to US$120.0 million, comprising an up-front payment of US$105 million plus earn out payments of up to US$15 million based on FY2013 financial performance −Metrics had FY12 sales of US$51.6 million and EBITDA(1) of US$16.1 million
		−Earn-out “Tranche 1” calculated as 6.0x incremental EBITDA to 30 June 2013, capped at US$10 million
		−Earn-out “Tranche 2” calculated as 2.0x EBITDA in excess of US$19.8 million(2) to 30 June 2013, capped at US$5 million
		Up-front payment of US$105.0 million represents 6.5x LTM EBITDA (to 30 June 2012)
		Full acquisition price of US$120.0 million will be payable if Metrics achieves US$22.3 million representing 5.4x FY2013 EBITDA
		Completion of the transaction remains subject to finalisation of funding arrangements (debt and equity), there being no material
		adverse event in relation to Metrics and certain other customary conditions. Completion is also subject to Metrics shareholders
		approving the transaction (however, voting agreements have been executed with the necessary majority of Metrics shareholders). A
		break fee of US$1.3 million is payable by either party if certain conditions are not satisfied

	Full acquisition price of US$120.0 million will be payable if Metrics achieves US$22.3 million representing 5.4x FY2013 EBITDA Completion of the transaction remains subject to finalisation of funding arrangements (debt and equity), there being no mate adverse event in relation to Metrics and certain other customary conditions. Completion is also subject to Metrics shareholde approving the transaction (however, voting agreements have been executed with the necessary majority of Metrics sharehol break fee of US$1.3 million is payable by either party if certain conditions are not satisfied
Acquisition	A$65.0 million equity raising
funding	US$48.5 million debt funding commitment(3) with additional US$15 million ‘upsize’ feature with preferred financier
	−Detailed commitment letter subject to customary conditions executed. Remains subject to full documentation (in progress)

(1) Refer to page 25 for adjustments

(2) Determined on an A-IFRS basis

(3) Includes US$4.0 million revolving credit facility and US$44.5 million term loan

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2. Overview of Mayne Pharma (pre acquisition)

Overview of Mayne Pharma

Executive summary

FY12 sales revenue by channel

Mayne Pharma is an ASX-listed specialty pharmaceutical company
Originally the drug delivery technology arm of FH Faulding & Co
In-market global sales today of developed products of ~US$500 million[(1)] pa
Three core growth drivers:

Exploitation of world-class Proprietary products - SUBACAP® oral drug delivery platform Generic targets - US market focus Exploitation of Mayne Domestic-branded portfolio Pharma brand and product International out-licensing of portfolio product portfolio Collaborative development with Partnering services to global pharma global pharma Contract manufacturing

Mayne Pharma operates from its 32 acre facility located in Salisbury (Adelaide), South Australia (FDA and TGA approved), where it undertakes drug development and manufacturing supported by approximately 160 staff

22% Out-licensed sales Direct sales (Mayne Pharma Australia) 59% 19% Contract Manufacturing Services

Summary financials

A$m, FYE 30 Jun	FY11	FY12
Revenue	47.0	51.9
EBITDA	7.9	14.3
EBITDA margin %	16.8%	27.6%

(1) IMS Health (ex-wholesale) 2011

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Mayne Pharma operations

	Develop and manufacture proprietary and	Develop and manufacture proprietary and	generic products
		using oral drug delivery technologies
	For out-licence	For domestic sale *Mayne Pharma Australia*	Research and development	Contract services
FY12 Sales
revenue	A$30.7m	A$9.8m	na	A$11.4m
Key products	Doryx®	Doryx®	SUBACAP®	Liquid
	Kadian®/Kapanol®	Astrix®	Extended release	Cream
	Eryc®	Eryc®	(ER) Pain capsule
	Astrix®	Magnoplasm®	ER Hypertension tablet
Key	US	Australia	US– development	Australia– contract
territories	Australia		of generic and proprietary complex	manufacturing services
	Canada Korea		modified-release products	Global– contract development
	Japan European Union		Global– development of SUBACAP®	services

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Evolution of Mayne Pharma

FH Faulding & Co 1845 2001	 Development of enteric coated erythromycin (Eryc®)  FDA approval and first US sales of Eryc® by Warner Lambert (Chilcott) 1970s
	1980s  Salisbury site acquired in 1983 by FH Faulding & Co Limited  Development of delayed release doxycycline capsules (Doryx®) and enteric coated aspirin (Astrix®)
	1990s  Development of taste-masking technology (Cleantaste®), sustained release morphine (Kadian®), pulse-released diltiazem HCI (US equivalent to Cardizem CD), construction of US facilities and transfer of drug delivery technology and products to Faulding US site (Purepac Pharmaceutical Co)
	2000s  Development of improved bioavailability technology (SUBA®)  Development of pellet-in-a-tablet technology (Doryx® 75/100/150mg tablet)
	2001  Mayne Group Ltd acquired FH Faulding and Co
	2005  Mayne Group Ltd demerged business into Mayne Pharma Ltd and Symbion Health Ltd
	2007  Hospira Inc acquires Mayne Pharma Ltd for $2.6 billion  Halcygen lists on the ASX as a biotech company
	2009  Mayne Pharma International Pty Ltd acquired by Halcygen
	2010  Halcygen changes its name to Mayne Pharma Group Ltd

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Mayne Pharma international footprint

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FY12 sales revenue contribution
RoW
15%
Australia
46% Corporate registered office
 Melbourne, Victoria
US
39%
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Distribution Partners (outside Australia only)

Product

Astrix[®] Boryung (Korea), Akbar Pharma (Sri Lanka) Doryx[®] Warner Chilcott (US) Eryc[®] Teva (UK), Pfizer (Canada), Meda (Sweden, Norway) Kadian[®] /Kapanol[®] Abbott (Canada), GSK (ROW ex. UK, Ireland, Japan & US) Magnoplasm[®]

Head office and manufacturing facility

32 acre facility at Salisbury, South Australia has 12,000m[2] of manufacturing space with FDA and TGA approval. Annual production capacity of:
~2.5 billion capsules/tablets
100 tonnes of bulk product
16 million units of liquids and creams

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R&D pipeline

Current Tier 1 product candidate pool representing US$5.8 billion in annual sales[(1)]

R&D program focused on the development of generic and proprietary complex modified release oral products
SUBACAP®
Improved formulation of itraconazole
Time to market < 1yr in Europe
ER pain capsule
AB-rated ANDA[(2)]
Collaborative program with US drug delivery company
Preparing for pivotal biostudy
Expected file date 2013
ER anti-hypertensive tablet
AB-rated ANDA[(2)]
Pellet-in-a-tablet
Prototype formulation identified
Expected file date 2014

Under development	Product	Indication	Size of market US$m(1)	Key patent expiry
	SUBACAP®	Fungal infection	500	MPG patent 2020
	ER capsule	Pain	270	Expired
	ER tablet	Hypertension	1,100	Expired

Identified projects (US ANDAs)	Film coated tablet	Antidepressant/ antischizophrenia	1,000	2017
	ER capsule	Gastric reflux	640	Expired
	Capsule	Alzheimer’s	600	2015
	Capsule	Stroke reduction	450	2017
	Capsule	Crohns / IBS	390	2015
	ER tablet	Overactive bladder	250	2016
	ER capsule	Hypertension	250	Expired
	ER capsule	ADHD	140	2020
	ER capsule	Psychostimulant /ADHD	110	Expired
	ER capsule	Hypertension	60	Expired
		Total	5,760

(1) IMS Health (ex-wholesaler) US sales MAT Dec 2011, except SUBACAP® which is the global (ex-wholesaler) sales MAT Dec 2011 of itraconazole

(2) Abbreviated new drug application

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SUBACAP® – An Improved Anti-Fungal

Overview of SUBACAP®

Market potential

Significantly improved formulation of itraconazole (antifungal) based on SUBA® technology (improved bioavailability)
Conventional itraconazole hampered by erratic/unpredictable clinical response (poorly controlled absorption) and safety issues
SUBACAP® formulation delivers significantly less variable drug absorption (fed/fasted state)

Targeting the global itraconazole market

US$500 million ex-wholesaler sales in 2011 and stable[(1)]

Broader systemic antifungal application

US systemic anti-fungal market (excluding itraconazole) valued at US$650 million in 2011[(1)]

Regulatory update

Less intra/inter patient variability, more predictable clinical response and potential for reduced toxicity (half dose)

Europe

  - MHRA recently announced SUBACAP® approvable in the UK

Itraconazole is one of the broadest spectrum antifungal drugs on the market and can be used to treat both:
Superficial infections—onychomycosis (nail infection)
Dossier filed in UK, Germany, Spain and Sweden and approval anticipated in the next 6-12 months
Total European market sales US$85 million in 2011[(1)]

US

Systemic infections—histoplasmosis, aspergillosis, blastomycosis and candidiasis
Currently refining the proposed US regulatory pathway
Positive Phase II onychomycosis study completed in 2011
Potential opportunity to create two brands
(1) IMS Health (ex-wholesaler) sales MAT Dec 2011

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US Doryx[®]

Mayne Pharma FY13 US Doryx[®] sales are expected to be significantly below FY12 sales due to timing of generic launch and destocking of the pipeline in line with the new underlying demand profile
Supply expected to normalise in 2H13
US Doryx[®] prescriptions not following typical generic substitution curve
Doryx® 150mg tablet prescriptions have fallen ~35% since the entry of generic competition

Warner Chilcott Doryx® 150mg tablet (Weekly prescription volume)

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16,000
14,000
Generic
12,000
event
10,000
8,000
6,000
4,000
2,000
0
TRx (Total Prescriptions) NRx (New prescriptions)
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Source: Broker research

Prescriptions have since stabilised across June, July and August

Litigation update

Warner Chilcott maintaining its Doryx® national sales force and its customer loyalty card
A new formulation of Doryx[®] , supported by a Phase 3 clinical trial, is pending approval at FDA
Warner Chilcott and Mayne Pharma continue to defend the Doryx® anti-trust law suits
Mayne Pharma does not foresee incurring any material financial liabilities in relation to these actions based on pre-existing contractual rights with Warner Chilcott

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3. Overview of Metrics

Overview of Metrics

Founded in 1994 with head office and principal 99,200 ft[2] facility located in Greenville, North Carolina
US based provider of contract development services to the pharma industry and also develops and manufactures niche generic products which it distributes directly or through third parties in the US
Approximately 300 employees, with more than 150 analytical and formulation scientists and technicians dedicated to proprietary product pipeline and third party services
Particular expertise in formulating complex oral dose forms including highly potent compounds (eg. cytotoxics), Schedule II-V controlled substances (eg. opiates), inherently unstable compounds and products with poor bioequivalence
Ability to manufacture opiates and other controlled substances which cannot be imported into the US

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Products Contract Services	Products Contract Services	Products Contract Services	Products Contract Services	Products Contract Services
Analytical Services	Formulation Development	Generic Drug Development	Commercial Manufacturing	Drug Distribution
Includes method development and validation, QC testing, stability services, raw materials and trace metal analysis and microbiologic testing Involves the preparation of formulations of tablets and capsules and clinical trial material manufacturing Current portfolio of 9 Metrics developed products Production capacity of 1 billion tablets per year Manufactures own and third party products Develops own generic drugs Development pipeline of 11 products −Total end market value of $1.7 billion Distribution of own and third party products to pharma wholesalers and drug stores through dedicated sales team or distribution partners
LTM(1) revenue: US$24.1 million LTM(1) gross profit: US$14.9 million		LTM(1) revenue: US$27.5 million LTM(1) gross profit: US$16.8 million

(1) LTM refers to the twelve months ending June 2012

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Metrics investment highlights

A leading provider of contract pharmaceutical development services in the US

World class product development capability

Substantial existing product portfolio and pipeline

Flexible channel to market via own sales capability or third parties

Diversified US market footprint

Strong financial track record with a growing generics portfolio driving significant future EBITDA growth

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A leading provider of contract pharmaceutical development services in the US

Value proposition: Valuable integrated service partner saving clients time and money

Vertically integrated model offering analytical services, formulation and commercial manufacturing
Services over 100 customers in the pharmaceutical and biotechnology sectors, with approximately 75% being repeat customers
Driven by a dedicated national sales team, generating more than 700 quotes per year and closed more than 55% successfully in 2012
Largest customer accounts for around 12% of contract services revenue
Specialises in the development and manufacturing of unique drug products that require non-traditional handling and testing, a niche that requires a high level of scientific expertise
Metrics capabilities and services allow clients to meet their clinical production schedules and FDA filing milestones in a timely manner while avoiding or delaying capital and fixed manufacturing costs
Formulation development is focused on oral solid dosage forms (tablets and capsules) but also includes oral liquids and topical powders
Expertise in first time in human (FTIH), phase I, II, III clinical trial manufacturing having conducted 75 FTIH projects over the last 5 years for new chemical entities

Major customers

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World class product development capability

150 analytical chemists, including management and support staff

People

15 experienced formulation scientists supported by 10 technicians
25 formulation scientists and analytical chemists dedicated to the development of own product pipeline
118 high performance liquid chromotographs, including an Agilent LC/MS

Analytical equipment

15 gas chromotographs, many with headspace samplers
29 dissolution baths
State-of-the-art stability chamber systems
Sophisticated data management and regression analysis capability

Development and manufacturing capabilities

Capabilities include direct compression, roller compaction, high shear wet granulation, micronisation, top spray granulation, fluid bed and tray drying, extrusion and spheronisation, encapsulation, and tablet compression
Supported by an infrastructure that includes
A segregated potent and cytotoxic facility

Infrastructure

Five analytical laboratories
Seven large scale manufacturing and packaging rooms
Twelve manufacturing rooms for development activity, stability storage and a microbiology laboratory

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Substantial existing product portfolio...

Overview

Large scale manufacturing facility with production capacity of 1 billion tablets per year with batch sizes typically ranging between < 1kg to 400kg
FDA and QP inspected, registered and cGMP compliant, equipped to handle DEA Schedule II through V compounds
Focuses on solid dosage drugs (tablets, capsules) as well as solutions, suspensions, parenterals and topicals of small molecule APIs, DEA regulated compounds, insoluble and unstable APIs, and potent and cytotoxic APIs
Currently manufactures drugs developed by Metrics however can also provide stand-alone manufacturing to Services clients
Bromfenac sodium, Liothyronine, Methamphetamine and Oxycodone capsules were each the first generic approvals in the US market
Current no. 1 market position for Liothyronine and Methamphetamine
Oxycodone capsules currently only generic in market

ng product	portfolio...	3
Product	Indication	Market Size(1)
Oxycodone HCl / APAP tablet	Pain	US$490 million
Oxycodone HCl tablet	Pain	US$420 million
Bromfenac sodium solution(2)	Ophthalmology (non-steroidal anti-inflammatory)	US$116 million
Liothyronine Sodium tablet	Hypothyroidism	US$68 million
Nystatin topical powder	Fungal infection	US$21 million
Methamphetamine HCl tablet	Attention deficit hyperactivity disorder	US$9 million
Oxycodone HCl capsule	Pain (approved July 2012)	US$8 million
Oxycodone HCl / Aspirin tablet	Pain	US$5 million

(1) IMS Health (ex-wholesaler) US sales and management estimates (2) Manufactured externally

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... and pipeline

Metrics develops and brings generic drugs to market typically focussing on products which meet the following criteria:
Schedule II-V products
Difficult to formulate products with limited competition
Low IP litigation risk
Products that enable the company to leverage its existing expertise
Products whose APIs can be sourced on an exclusive or semi-exclusive basis
Metrics has 11 pipeline products of which 2 have been filed with the FDA and a further 4 to be filed during CY12
All pipeline products targeting FDA approval by the end of CY14 with 2 approvals expected in CY13
R&D investment has increased significantly over the last two years to support this pipeline

Product	Indication	Size of market(1) US$m	Estimated target filing
Syrup	Pain	19	Filed
Capsule	Headache and migraine	16	Filed
Tablet	Pain	183	1H13
Topical solution(2)	Osteoarthritis	28	1H13
Oral solution(2)	Cough & nasal congestion	17	1H13
Oral solution(2)	Cough & nasal congestion	2	1H13
Tablet	Opioid dependence	687	2H13
Solution(2)	Glaucoma	466	2H13
Ointment(2)	Cold sores	219	2H13
Tablet	Breast cancer (adjuvant treatment)	95	2H13
Oral solution	Cough suppresant	39	2H13

Metrics has a development pipeline targeting over US$1.8 billion in annual sales

(1) IMS Health (ex-wholesaler) US sales and management estimates (2) Product will be manufactured externally

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Flexible channel to market via own sales capability or third parties

Midlothian Laboratories (“Midlothian”)

Product revenue by distribution channel (LTM Jun 12)

In 2011 Metrics acquired Midlothian, a wholesale distributor of generic drugs
Acquisition created a more flexible business model by providing alternative to existing partnership agreements
Licensed as a wholesale pharmaceutical distributor to over 30 drugstore chains, retail merchandisers, pharmaceutical distributors and hospitals
State-of-the-art 11,600 ft[2] warehouse in Montgomery, Alabama
Going forward, Metrics plans to distribute newly developed products through Midlothian which is expected to materially change the future channel mix

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12%
Exclusive
Partnerships
Products
Revenue:
US$27.5m Midlothian
88%
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Metrics distribution partners

Exclusive Partnerships

Metrics also sells products developed in-house through longterm (up to 10 year) exclusive distribution agreements generating royalties
Metrics typically receives ~50% share of the profits on generic products sold
Key products distributed through partnerships are Oxycodone, Liothyronine, Bromfenac and Methamphetamine HCL

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Wholesale Retail
Midlothian Partnerships
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Metrics is moving to an in-house distribution model to capture a greater share of profit

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Diversified US market footprint

Metrics sales regions and office locations

Greenville, North Carolina

Base Facility

99,200 ft[2]
Services
Analytical services
Formulation development
Commercial manufacturing
Generic drug development
Drug distribution

Manufacturing capabilities

2 granulating rooms and 3 compressing rooms
12 rooms for cGMP
manufacturing
Highly potent and cytotoxic ~~d~~ rug development facility
Analytical laboratory
4,200 ft[2]
5 laboratories
GMP warehouse
44,600 ft[2] cGMP warehouse

Montgomery, Alabama

Metrics contract services market coverage

Each region is covered by a dedicated territory manager
Coverage based on density of

Laboratory & warehouse

11,600 ft[2]
Midlothian
pharmaceutical companies in the region

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Strong financial track record

Metrics Financials[(2)]

Metrics Financials(2)
(US$ millions)
	Dec-10	Dec-11	LTM(1)
Contract services	25.6	23.9	24.1
Products	13.7	25.7	27.5
Total revenue	39.3	49.6	51.6
Contract services	15.2	14.5	14.9
Products	6.9	15.8	16.8
Total Gross Profit	22.1	30.2	31.8
Margin (%)	56.3%	60.9%	61.6%
R&D expense	1.6	2.4	2.8
Operating expenses	9.1	11.3	12.9
EBITDA	11.5	16.5	16.1
Margin (%)	29.1%	33.2%	31.2%
Capitalised R&D	1.8	2.7	3.2
Capital Expenditure	1.2	1.8	NA

Observations

Revenue

2011 growth primarily driven by increased sales of existing products as well as the acquisition of Midlothian
LTM growth reflects the full year effect of the Midlothian acquisition in addition to continued growth in existing products

Gross Profit

Metrics achieved higher margins in 2011 and LTM due to strong growth of sales in the Products division and improving margins in Contract Services

Total R&D investment

Significant investment in R&D, at over 20% of Products LTM revenue
In mid 2011, management increased R&D spend on generic product development to drive the development of new generic drugs

Operating expenses

Includes general and administration expenses
- Increase from Dec 11 to LTM reflects full year impact of Midlothian acquisition and additional insurance expenses
(1) LTM refers to the twelve months ending Jun 2012
(2) Metrics US GAAP results adjusted for restatement of capitalised lease expenses - Dec-10: US$2.3 million; Dec-11: US$2.1 million; and LTM: US$1.8 million (equipment purchased prior to transaction close) and a proportion of R&D has been capitalised in accordance with IFRS & Mayne Pharma policy

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4. Strategic rationale

Acquisition highlights

Direct access to the world’s largest pharmaceutical market and participants

Mayne Pharma’s US centric pipeline can be distributed directly through Metrics’ established wholesale channels
Established and complementary relationships with a diverse array of pharma and biotech companies

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2
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Strengthens and diversifies revenue streams

Diversified revenues across proprietary products, generic products and contract services
Complementary exposure and capabilities across European, Asia Pacific and North American markets

Expands and diversifies the new product pipeline

No pipeline overlap – combined business will have 17 products in development targeting markets with annual sales of US$4.5 billion
Pipeline contains both proprietary and generic products

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4
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Strong and complementary management team

Senior management well known to each other with history of success in the US generic market
Metrics management team committed to the business

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5
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Complementary business to Mayne Pharma with significant combination opportunities

Material upside is expected in the medium to long term from cross selling opportunities
Strengthens and builds upon existing Mayne Pharma capabilities
Distribution of Metrics products and potential in-licensing of Metrics customer products in Australia and select international markets
Modified release technology capabilities – solid dose and multi-particulate
Handling and experience formulating controlled substances

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Direct access to the world’s largest pharmaceutical market and participants

Global pharmaceutical market by region

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(US$ billions)
322
264
165
111
68
US Europe Asia / Africa / Japan Latin America
Australia
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Provides direct access for Mayne Pharma’s existing products to the US market which accounts for ~40% of the global pharmaceutical market
Strengthens channels to market in other key regions such as Europe and Asia
Strengthens product offering to existing and new international distributors

Source: IMS World Review Executive 2012

Metrics representative partners and clients

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Metrics blue chip client base of > 100 large and mid-sized pharma companies creates an opportunity for Mayne Pharma to in-license Metrics’ customers products in Australia
Mayne Pharma development pipeline products are able to be distributed in the US by Midlothian (wholesale distributor)

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Strengthens and diversifies revenue streams[(1)]

Metrics provides Mayne Pharma with significant leverage into a large and growing US market

Mayne Pharma Metrics

New Mayne Pharma Group

By segment

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Branded Products
Contract Services Generic Products 35%
22% 53%
Contract Services
34%
A$51.9m Generic Products A$50.1m A$102m
9%
Contract Services
Branded Products
47%
69%
Generic Products
31%
Other
By region 8%
Other Australia
Other 1% 23%
15%
Australia
A$51.9m 46% A$50.1m A$102m
US
39%
US
99%
US
69%
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(1) Based on Mayne Pharma and Metrics LTM sales to Jun 2012. USD:AUD FX rate of 1.03

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Expands and diversifies the new product pipeline

Combined portfolio (number of products)

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35
30
5
25 11
5
20 1 4
15 2
26
10 5 21 20
17
14
5 9
0
Current Filed pending 1H FY13 2H FY13 FY14+ Total
products approval target target
(approved) filing filing
Metrics Mayne Pharma
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Combined portfolio (market size) – US$bn[(1)]

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7.0
6.0
2.7
5.0 3.2
4.0
3.0
1.8
2.0
0.5 3.0
1.0 2
1.2
0.0
Current Pipeline Total
products
Metrics Mayne Pharma
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Observations

Metrics has 9 current products with a further 11 in development; 2 of which are pending approval with the FDA and 9 others to be filed in FY13
Mayne Pharma has 5 existing proprietary products with 3 in development and an additional 3 will be put into development as a result of the acquisition
Combined business will have 14 marketed products plus 17 new products in various stages of development
Combined product portfolio and pipeline is targeting a total end market size of ~US$6 billion
Complementary R&D capabilities and technologies will enable the combined entity to accelerate the development pipeline
Three further Mayne Pharma products will be put into development with a target market of ~US$0.8 billion

(1) IMS Health and management estimates

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Strong and complementary management team

Key employees

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William Phillip (Phil) Hodges, President Metrics, Inc.

Founded the Metrics business in 1994
30+ years experience in the pharmaceutical industry
Prior experience includes Burroughs Wellcome (GlaxoSmithKline)

Richard Moldin, Executive VP Products

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Commenced with Metrics in 2004
40+ years experience in the pharmaceutical industry
Prior experience includes Burroughs Wellcome, Purepac and Mylan

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Gerald Sakowski, VP Products

Commenced with Metrics in 1997
20+ years pharmaceutical experience
Prior experience includes Oneida and Applied Analytical Industries

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Steve Taylor, CFO, VP Finance & HR

Commenced with Metrics in 1998
30+ years experience in accounting / finance
Prior experience includes Consolidated Diesel

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Michael D. Ruff, PharmD, CPIP, Vice President, Pharmaceutical Development

Commenced with Metrics in 1997
25+ years experience in the pharmaceutical industry
Prior experience includes Burroughs Wellcome

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Jeff Basham, VP Business Development

Commenced with Metrics in 2003
30+ years experience in the pharmaceutical industry
Prior experience includes LCM Pharmaceutical

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 Established and experienced leadership team will remain with business delivering stability at Metrics

Expanded management capacity with global experience which will allow acceleration of new business development opportunities
Phil Hodges will remain President of Metrics and will become a member of Mayne Pharma’s Board

 Richard Moldin will continue to lead the Products business possessing an outstanding track record in the US generic industry, and is well known to Mayne Pharma management

 Senior management of Metrics supported by a strong team of direct reports averaging 19+ years experience

 Senior management LTI option package with both tenure and share price hurdles to be finalised

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Complementary business to Mayne Pharma with significant combination opportunities

Material upside is expected from cross selling opportunities: no synergy benefits are assumed in FY13 guidance

Mayne Pharma cross selling opportunities
Select current and pipeline Mayne Pharma products to be distributed directly in the US by Metrics which will lead to significant revenue and margin uplift
Acceleration of the commercialisation of Mayne Pharma’s product portfolio utilising Metrics R&D capability and supply chain infrastructure
Access to Metrics’ DEA license will de-risk Mayne Pharma’s extended release pain generic opportunity by providing on the ground critical project management support

Metrics cross selling opportunities

Distribution of Metrics’ product portfolio and pipeline in Australia and other international markets
- Select Metrics approved and pipeline products to be launched in Australia: Target market size: US$45 million (IMS Health)
Ability to attract new in-licensing opportunities in Australia through harvesting opportunities across Metrics’ 100+ client base
Leverage Metrics’ customers into Mayne Pharma’s Australian R&D contract services
- Metrics introduces a deeper pool of leading US pharma candidates to provide R&D contract services
Acceleration of Mayne  Metrics’ business development network will enhance access to the Japanese market for SUBACAP[®] and Pharma pipeline accelerate partnering and commercialisation

Metrics will expand the geographic and functional footprint of Mayne Pharma with some cost synergies expected across the combined entity

Operational efficiencies across combined entity

US R&D footprint offers a cheaper R&D cost base with an estimated 25% cost saving per FTE by deploying in the US market
Merged entity will minimise duplication of business development resources in US market
No cost synergies have been assumed in FY13 guidance

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5. The new Mayne Pharma Group

The new Mayne Pharma Group

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Contract Services

Products

Develops pharma formulations and testing methodologies and provides contract manufacturing

Manufactures and develops proprietary and generic drugs, sold through distribution partners or own wholesale distribution

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Major clients:
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PF FY12 Revenue of A$34.8m

Pharmaceutical partners: Insert logos / examples of services PF FY12 Revenue of A$67.2m

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Opportunity to drive growth

Immediate priorities (<12 months)

Ongoing initiatives (>12 months)

Commence integration • Relevant Metrics US approved and immediately following completion filed products to be filed in Australia
- Dossiers to be reviewed and modified for lodgement with the TGA
Key focus areas:
Synergy extraction
Finance and IT
Mayne Pharma approved products
Research & development
Confirm business case for launch of select products in the US
Business development
Regulatory affairs
Mayne Pharma pipeline products
Project management
Begin technology transfer for controlled substance products
- SUBACAP® commercialisation in the US and Japan
- Launch of Mayne Pharma pipeline products in the US through Metrics distribution capability
- Launch of Metrics approved & pipeline products in Australia and select international markets
Utilise formulation expertise and on the ground regulatory knowledge to accelerate development and filing of dossiers
Leverage Metrics client base and business development capabilities in the US market to fast track inlicensing opportunities

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Pro forma capitalisation

Sources & uses

A$m[(1)]

Sources		Uses
Equity Debt facility(2)	65.0 43.2	Up front payment to vendors Transaction fees	102.6 7.0
Existing cash	1.4
Total	109.6	Total	109.6

Pro forma summary balance sheet at 30 June 2012 A$m

A$m
				Pro-forma
		Pro forma	Pro forma	as at 30
	Mayne	Metrics (3)	adjust	June 2012
Cash	11.6	-	(1.4)		10.2
Receivables	3.8	12.1	-		15.9
Inventory	7.2	4.9	-		12.2
PPE	22.2	37.3	-		59.5
				(4)
Intangibles	4.2	0.7	62.1		67.0
Other	4.9	2.6	-		7.4
Total assets	53.9	57.5	60.7		172.2
Trade and other payables	4.2	1.5	-		5.8
				(2)
Borrowings	-	-	41.6		41.6
Other financial liabilities	9.3	- (5)	10.2	(6)	19.5
Other	9.8	5.3	-		15.1
Total liabilities	23.4	6.9	51.8		82.0
Net Assets	30.6	50.7	8.9		90.2

(1) US amounts converted at a USD:AUD foreign exchange rate of 1.03.
(2) Debt facility of US$48.5 million inclusive of a US$4.0 million revolving credit line, with the capacity to increase it by a further US$15.0 million (Upsize Feature) to support a payment of the maximum earn-out should it be required. Drawdown on the Upsize Feature is subject to satisfying customary conditions. The facility is subject to a maximum leverage of 3.5x LTM EBITDA (US only, US GAAP basis), with an effective interest rate of 7.0%. It has a term of five years. The current portion of the committed debt facility is US$2.2 million. The borrowings are reported net of capitalised borrowing costs of A$1.6m.
(3) Pro forma Metrics 30 June 2012 balance sheet converted from US GAAP to A-IFRS and at a USD:AUD foreign exchange rate of 1.03.
(4) The formal determination of 'fair value' adjustments arising as part of the acquisition has not yet been finalised, and therefore, the acquisition accounting is 'preliminary‘.
Hospira earn-out of which A$2.8 million is due by June 2013
(5)
(6) The pro forma adjustment of A$10.2 million represents the 30 June 2013 earn-out payment assuming Metrics 12 month ending 30 June 2013 EBITDA of US$20.1 million (A$19.5 million).

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The new Mayne Pharma Group FY13 guidance[(1)]

A$m	1H13(2)	2H13	FY13(3)	FY13 outlook
Revenue	$25–30m	$44–52m	$69–82m	Mayne Pharma forecast revenue growth (ex US Doryx®) of 6% on pcp driven
				by expected price increases and volume growth in select products
- Mayne Pharma	$19–22m	$19–23m	$38–45m	US Doryx® sales forecast to be substantially lower than FY12 due to
				introduction of competing generic product and destocking
- Metrics	$6–8m	$25–29m	$31–37m	Metrics’ forecast revenue up 10% on pcp driven by the launch of oxycodone
				caps (approved 26 July 2012) and growth trajectory of existing generic
				products portfolio
EBITDA(4)(5)	$4.2–5.2m	$11.9–13.5m	$16.1–18.7m	Mayne Pharma 1H13 EBITDA impacted by reduced Doryx® volumes partially
				offset by growth in MPA and MP Global
- Mayne Pharma	$1.8–2.0m	$2.7–3.1m	$4.5–5.1m	Metrics’ EBITDA forecast to grow by approximately 18% in FY13 on pcp
				reflecting the scalability of the business
- Metrics(6)	$2.4–3.2m	$9.2–10.4m	$11.6–13.6m	Margin improvement in 2H13 with greater contribution from US Doryx® and full
				6 month contribution from Metrics

NPAT(4)(5)(6)	$0.7–1.0m	$3.6–4.2m	$4.3–5.2m	7.0% interest on US$43 million acquisition debt
				Assumed tax rate of 30% for Mayne Pharma and 39% for Metrics

Adjusted NPAT(4)(5)	$2.0– 2.7m	$6.1–7.1m	$8.1–9.8m	Excludes non-cash amortisation of intangibles recognised on acquisition of Metrics (FY13: $2.2 million) and Mayne Pharma Intl (FY13: $1.4 million);
				notional interest on earn-out to Hospira (FY13: $0.7 million); and non-cash LTI
				charge (est. FY13: $0.2 million) for proposed Metrics Senior Mgmt option plan
				The company expects to finalise acquisition accounting by 30 June 2013
CAPEX			$4.0–4.5m	Further investment in equipment and infrastructure to commercialise the
				combined new product portfolio

Capitalised R&D(4)			$4.3–4.8m	Investment in R&D across the combined business of almost $10 million in FY13, of which ~50% is capitalised and the other 50% included in EBITDA

(1) USD:AUD FX rate of 1.03. A 5 cent movement in the USD:AUD FX rate impacts EBITDA by ±$0.6m.

(2) Assumes 1.5 month contribution from Metrics, based on transaction close date of 15 Nov 2012.

(3) Assumes 7.5 month contribution from Metrics , based on transaction close date of 15 Nov 2012.

(4) Metrics’ forecast R&D investment has been treated in accordance with the Mayne Pharma accounting policy. (5) Excludes transaction costs.
(6) Includes non-cash LTI charge estimated at $0.2 million for proposed Metrics Senior Management option plan.

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The new Mayne Pharma Group outlook beyond FY13

Solid revenue and margin growth expected across all business segments of the combined entity

Mayne  Mayne Pharma revenue expected to exhibit strong growth in FY14 (over FY13) through Pharma  Improved sales and marketing of existing products and in-licensing of new products into MPA
Targeted out-licensing into new international territories
Full year of supply of US Doryx[®] following generic event in May 2012 and destocking impact in FY13

Revenue

     - First full year revenues from SUBACAP[®] in Europe (expected launch in 2H FY13) and potential upfront fee from partnering SUBACAP[®] in the US

Metrics  Metrics’ revenue expected to grow in FY14 and FY15 driven by the expected approval and launch of a further 11 products in the US with current ex-manufacturer sales greater than US$1.8 billion
US$16 million total investment in R&D over CY10, CY11 and CY12 driving continued expansion of product pipeline and growth in the short to medium term
Ongoing investment in R&D across the merged business of around 12-15% of sales will drive delivery of substantial
R&D future growth from new pipeline products
The new Mayne Pharma Group has a highly scalable platform from which to grow
- Large portion of the revenue growth across the business will be achievable off the existing SG&A base

EBITDA

Move to increasing direct distribution model for pipeline products will enhance margins and profitability
Accordingly EBITDA margins are expected to increase in FY14

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CAPEX
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Combined capex of approximately $4.5 million per year expected

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6. Acquisition funding

Acquisition funding

Equity raising

Equity raising offer structure

A$65.0m total equity raising, comprising:  A$30.4m underwritten 1-for-1 pro-rata accelerated non-renounceable entitlement offer[(1)] ( Entitlement Offer )  Approximately A$5.7 million institutional tranche ( Institutional Entitlement Offer )  Approximately A$24.7 million to retail tranche ( Retail Entitlement Offer )
A$9.1m underwritten unconditional placement to institutional investors ( Unconditional Placement )  A$19.0m underwritten conditional placement to institutional investors ( Conditional Placement )  A$2.6m conditional placement to certain Metrics shareholders, with the ability to upsize to A$3.1m ( Metrics Placement )[(2)] – subscription agreements have been entered into in relation to the minimum amount
A$3.0m conditional placement to Mr Bruce Mathieson and related investment entities ( Mathieson Placement )  A$0.3m conditional placement to Mayne Pharma Chairman, Roger Corbett AO ( Corbett Placement )  A$0.5m conditional placement to Mayne Pharma CEO, Scott Richards ( Richards Placement )
Underwritten components are underwritten by Credit Suisse (Australia) Limited and UBS AG, Australia Branch
All Mayne Pharma Directors have committed to take up their full entitlement in the Entitlement Offer
Mr Bruce Mathieson and related investment entities have committed to take up the Mathieson Placement,
Mr Roger Corbett AO has committed to take up the Corbett Placement
Director  Mr Scott Richards has committed to take up the Richards Placement
support for the equity  Bruce Mathieson has also agreed to sub-underwrite A$5.4m of the Retail Entitlement Offer on customary terms and for a fee of 1.5% of the sub-underwritten amount (consistent with the fee payable to institutional sub-underwriters)
raising  Bruce Mathieson's obligations to sub-underwrite will cease if the Underwriting Agreement is terminated
depending on the amount of New Shares allotted to Bruce Mathieson under the sub-underwriting agreement (if any), he and related investment entities will have a post raising[(3)] shareholding of between 8.8% and 14.5%

(1) The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares

(2) Metrics Placement denominated in US$. These amounts represent the A$ equivalent based on an AUD:USD rate of 1.03 (3) Based on the A$65.0m equity raising, and excluding any Additional Retail Offer

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Acquisition funding

Equity raising (continued)

Issue price of A$0.20 per new share issued under the equity raising ( New Share )

Offer pricing

     - 20.3% discount to theoretical ex-raising price (TERP)[(1)] , with TERP calculated to reflect all offer components

  - New Shares issued will rank equally with existing Mayne Pharma shares in all respects

  - Settlement of each conditional placement is subject to Mayne Pharma shareholder approval of that conditional placement by ordinary resolutions at Mayne Pharma’s Annual General Meeting to be held on 9 November 2012

     - separate, independent resolutions will be put forward to approve (i) the Conditional Placement and Metrics Placement, (ii) the Mathieson Placement, (iii) the Corbett Placement and (iv) the Richards Placement

Shareholder  The Board of Mayne Pharma has been advised:
approval for  by Mr Bruce Mathieson that his current intention is to vote his shareholding (8.8%) in favour of all conditional
conditional placements that he is eligible to vote on, including the Conditional Placement;

placements

 - by Dr Roger Aston that his current intention is to vote his shareholding (5.9%) in favour of all conditional placements that he is eligible to vote on, including the Conditional Placement; and

 - by Mr Richard Smith that his current intention is to vote his shareholding (4.0%) in favour of all conditional placements that he is eligible to vote on, including the Conditional Placement

(1) TERP is the theoretical price at which Mayne Pharma shares should trade immediately after the ex-date for the equity raising (including the impact of New Shares to be issued under the equity raising including all placement components, and excluding any Additional Retail Offer), holding all else constant. TERP is a theoretical calculation only and the actual price at which Mayne Pharma shares trade will depend on many factors and may not be equal to the TERP.

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Acquisition funding

Equity raising (continued)

Under the Entitlement Offer all eligible shareholders are entitled to subscribe for up to their 1-for-1 entitlement
In addition, eligible retail shareholders may apply for Additional New Shares in excess of their entitlement through the
Mechanisms Top Up Offer, with such over-subscriptions to be satisfied out of shortfall shares, subject to Board discretion and for Mayne potential scaleback Pharma  To the extent that eligible retail shareholders apply for an amount of Additional New Shares in the Top Up Offer of up
shareholders to an additional 1.13 times their entitlement (the Pro Rata Participation Amount ) and have such application scaled to participate back, the Mayne Pharma Board will seek to implement a subsequent offer to such shareholders to enable them to in the equity subscribe for their full Pro Rata Participation Amount (the Additional Retail Offer ) at the issue price of A$0.20 per new share
raising
To the extent that eligible retail shareholders apply for an amount of Additional New Shares in the Top Up Offer of up to an additional 1.13 times their entitlement (the Pro Rata Participation Amount ) and have such application scaled back, the Mayne Pharma Board will seek to implement a subsequent offer to such shareholders to enable them to subscribe for their full Pro Rata Participation Amount (the Additional Retail Offer ) at the issue price of A$0.20 per new share
- the maximum size of any Additional Retail Offer is approximately A$22.5m
- the conduct of any Additional Retail Offer is subject to obtaining any necessary shareholder and regulatory approvals

Debt facility

US$48.5m debt funding with additional US$15m ‘upsize’ feature with preferred financier

New Debt Facility

US$44.5m term loan with 5 year maturity plus a US$4.0m revolver
Detailed commitment letter subject to customary conditions executed. Remains subject to full documentation (in progress)

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Transaction timetable[(1)]

Institutional Entitlement Offer opens	Thursday 4th October
Institutional Entitlement Offer, Unconditional Placement and Conditional Placement bookbuild	Friday 5th October
MYX shares recommence trading	Monday 8th October
Notice of meeting dispatched to Shareholders	Tuesday 9th October
Entitlement Offer Record Date (7pm Sydney/Melbourne time)	Wednesday 10th October
Retail Offer Document and Application and Entitlement Forms dispatched to Eligible Retail Shareholders	Friday 12th October
Retail Entitlement Offer opens	Friday 12th October
Settlement of the Institutional Entitlement Offer and Unconditional Placement	Tuesday 16th October
Allotment and commencement of trading of New Shares issued under the Institutional Entitlement Offer and Unconditional Placement	Wednesday 17th October
Retail Entitlement Offer closes (5pm Sydney/Melbourne time)	Monday 29th October
Settlement of the Retail Entitlement Offer	Monday 5th November
Allotment of Retail Entitlement Offer Shares	Wednesday 7th November
Commencement of trading of Retail Entitlement Offer Shares	Thursday 8th November
Annual General Meeting of Mayne Pharma Shareholders to also approve the Conditional Placement, Metrics Placement, Mathieson Placement, Corbett Placement and Richards Placement	Friday 9th November
Settlement of the Conditional Placement, Mathieson Placement, Corbett Placement and Richards Placement	Monday 12th November
Allotment and commencement of trading of New Shares issued under the Conditional Placement, Mathieson Placement, Corbett Placement and Richards Placement	Tuesday 13th November
Completion of Metrics acquisition, and settlement and allotment of the Metrics Placement	Mid November
Additional Retail Offer (if required)	Late November – December

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7. Key risks

Key risks

This section discusses some of the risks associated with an investment in Mayne Pharma. Mayne Pharma's business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance and forecasts. Before subscribing for Mayne Pharma shares, prospective investors should carefully consider and evaluate Mayne Pharma and its business and whether the shares are suitable to acquire having regard to their own investment objectives and financial circumstances and taking into consideration the material risk factors, as set out below. The risk factors set out below are not exhaustive. Prospective investors should consider publicly available information on Mayne Pharma, examine the full content of this presentation and consult their financial or other advisers before making an investment decision.

Operational risks

Economic	Mayne Pharma may be affected by general economic conditions (including, for example, interest rates, inflation, foreign exchange rates
conditions	and the labour market environment). The changes in economic conditions may have an adverse effect on Mayne Pharma’s activities, as
	well as on its ability to fund those activities.
Industry	Mayne Pharma operates within a highly regulated industry, relating to the manufacture as well as the distribution and supply of
regulatory risks	pharmaceutical products. As such, the business of Mayne Pharma is continually exposed to the risk of new government policies,
	regulations and legislation being introduced and changes to existing government policies, regulations and legislation which may impact or
	restrict itspotentialprofitability.

Pricing and	The commercial success of Mayne Pharma’s approved products is substantially dependent on achieving acceptable pricing and whether
reimbursement	acceptable third-party coverage and reimbursement is available from government bodies, private health insurers and other third-parties.
	This process of obtaining pricing for products is time consuming and the outcomes in certain jurisdictions may not be sufficient to warrant
	the marketing of products in that jurisdiction. Government bodies, national health authorities and other third-parties are increasingly
	seeking to contain healthcare costs by delaying reimbursement for, and limiting both the coverage and the level of reimbursement of
	new products and, as a result, they may not cover or provide adequate payment for Mayne Pharma’s products. It is not uncommon in
	some jurisdictions for multiple applications to be required before pricing and reimbursement approvals are accepted. An inability to
	obtain or delays in obtaining satisfactory pricing and reimbursement in certain jurisdictions may impair Mayne Pharma’s’ ability to
	effectively commercialise products in those jurisdictions. Even if products receive acceptable pricing and reimbursement, pricing and
	reimbursement levels are subject to change. As a result, Mayne Pharma’s products may not be considered cost effective and
	reimbursement may not be available to consumers or may not be sufficient to allow Mayne Pharma’s products to be marketed on a
	competitive basis.

Product	The ability of Mayne Pharma to offer its products for sale depends on licences and registrations being obtained and maintained by Mayne
registrations	Pharma from regulatory agencies such as the TGA (Therapeutic Goods Administration of Australia) and the FDA (US Food and Drug
	Administration). Mayne Pharma can give no assurances that it will successfully register its new products or that the appropriate approvals
	will be granted for these products on a timely basis. Delays, or failure to obtain such registration and/or approval may have a material
	adverse effect on the financial performance of Mayne Pharma.

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Key risks

Operational risks (continued)

	Product liability	Mayne Pharma’s business exposes it to potential product liability risks that are inherent in the marketing and use of its products and as
	and uninsured	such Mayne Pharma has secured insurance to cover various product liability risks in the course of maintaining its business. However,
	risks	there can be no assurance that adequate or necessary insurance coverage will be available at an acceptable cost or in sufficient amounts,
		if at all, or that product liability or other claims would not materially and adversely affect the business or financial condition of Mayne
		Pharma.
	Competition risk	Mayne Pharma conducts business in a highly competitive industry in which there are a number of well established competitors that have
		significantly greater financial resources, sales and marketing organisations, market penetration and development capabilities, as well as
		broader product offerings and greater market and brand presence. There can be no assurances given in respect of Mayne Pharma’s
		ability to compete. Mayne Pharma's financial performance and the value of Mayne Pharma could be materially adversely affected if
		existing competitors increase market share or new competitors enter the market.
	Access to capital	The Mayne Pharma business model requires ongoing re-investment into developing the underlying product portfolio for supply into key
		distribution channels, and for working capital to enable continued servicing of key customers. Mayne Pharma will continue to rely on
		existing finance facilities as well as reinvesting available profits as deemed appropriate. See Funding risk below
	Reduction in	In May 2012, the US District Court upheld the validity of the US patent covering the Doryx® 150mg product. The Court also determined
	expected sales	that the proposed generic versions of the Doryx® 150mg product to be launched by Mylan Pharmaceuticals Inc. (“Mylan”) and Impax
	from Doryx®	Pharmaceuticals Inc. (“Impax”) did not infringe this patent. As a result, Mylan entered the market in May 2012 with a single-scored
		generic version of the Doryx® dual-scored 150mg tablets. The timing of entry of other generics into the market for the Doryx® 150mg
		product is currently unknown by Mayne Pharma. Mayne Pharma is unable to accurately determine the impact of these events on the
		market for Doryx®.
	Mylan litigation risk	Mylan filed an antitrust suit against Warner Chilcott and Mayne Pharma (including its subsidiary Mayne Pharma International Pty Ltd) in the US District Court for the Eastern District of Pennsylvania on 9 July 2012. Mylan alleges that Mayne Pharma and Warner Chilcott have
		engaged in conduct that constrained generic competition for Doryx®, and seeks unspecified damages and attorney's fees. Mayne Pharma
		and Warner Chilcott are reviewing the complaint and intend to vigorously defend the litigation. Additionally, Mayne Pharma does not
		foresee incurring any material financial liabilities in relation to this action based on pre-existing contractual rights with Warner Chilcott.
		There is however a risk that Mayne Pharma may incur material financial liabilities if these contractual rights are deemed to be
		unenforceable or not broad enough to cover the liabilities.

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Key risks

Operational risks (continued)

Relationships	Mayne Pharma remains exposed to competitor pressures in retaining and attracting customers. The loss of a key customer, the inability
with customers	to renew contracts on similar terms, or the inability of the business to attract new customers may have a material impact on future
	profitability and efficient utilisation of fixed assets invested in the business. Mayne Pharma is exposed to the risk of its customers failing
	to honour payment obligations.

Relationship with	Mayne uses 3rd parties to sell and / or distribute its products. These 3rd parties may choose to prioritise other products or may elect not to
distributors	renew distribution agreements when they expire. Should this occur, Mayne Pharma may not be able to sell its products or may suffer
	delays in appointing new distributors or sales partners.
Relationships	Mayne Pharma’s performance may be negatively impacted if it cannot enter into reasonable commercial agreements with key third party
with suppliers	suppliers.
Reliance on key	Mayne Pharma is committed to providing an attractive employment environment, conditions and prospects to assist in retaining its key
personnel	senior management personnel. However, there can be no assurance that Mayne Pharma will be able to retain these key personnel. The
	loss of key personnel or the inability to recruit and retain high calibre staff could have a material adverse effect on Mayne Pharma. The
	addition of new employees and the departure of existing employees, particularly in key positions, can be disruptive and could have an
	adverse effect on Mayne Pharma.
Patents	From time to time, patents on products expire, leading to the launch of less expensive generic branded products. The Australian
	Commonwealth Government regulates the maximum price that may be paid for these products when listed on the PBS schedule. Any
	changes to the PBS generally or in relation to Mayne Pharma's products may have a material impact on Mayne Pharma.

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Key risks

Acquisition risks

Completion risk Completion of the transaction is expected mid November 2012. Material conditions precedent are Mayne Pharma obtaining committed debt and equity funding by 12 December 2012 (Funding Condition), Metrics obtaining stockholder approval (which is expected given the receipt of necessary proxies in favour of the resolution) and there being no material adverse effect (MAE) in relation to Metrics. If Mayne Pharma shareholder approval for the Conditional Placement, Metrics Placement, Mathieson Placement, Corbett Placement and Richards Placement are not obtained, Mayne Pharma may need to consider alternatives to fund the balance of the purchase price for the acquisition. A break fee of US$1,300,000 is payable by Mayne Pharma if the Funding Condition is not satisfied or Mayne Pharma funding is not available at completion of the acquisition (unless as a result of a MAE in relation to Metrics). A break fee of US$1,300,000 is payable by Metrics if the merger agreement is terminated because Metrics does not obtain stockholder approval or there is a Metrics MAE, or as a result of Metrics exercising a fiduciary out. If the acquisition does not complete for any reason, Mayne Pharma will consider options in relation to the use of the funds raised under the equity raising, including use of the funds for general corporate purposes, or return of the funds to shareholders.

Funding risk	There can be no guarantees that funds raised through the capital raising will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. The Mayne Pharma business model requires ongoing additional capital to fund its product portfolio. If
	Mayne Pharma is unable to use debt or equity to fund expansion after the substantial exhaustion of the proceeds of the capital raising there
	can be no assurances that Mayne Pharma will have sufficient capital resources for that purposes, or other purposes, or that it will be able to
	obtain additional resources on terms acceptable to Mayne Pharma or at all. Mayne Pharma may seek to obtain funding by issuing additional
	shares or borrowing money. Any additional equity financing may be dilutive to shareholders and any debt financing, if available, may involve
	restrictive covenants, which may limit Mayne Pharma's operations and business strategy. Mayne Pharma's failure to raise capital if and when
	needed could delay or suspend its business strategy and could have a material adverse effect on Mayne Pharma's activities. In the event that
	the preferred debt-financier for the deal cannot achieve successful syndication within 30 days after closing, modifications to the debt package
	may occur: eg. pricing of the Term Loan may be increased by up to 100 basis points and / or amortization of the Term Loan may be increased
	by up to 25% per annum. There is a risk that the debt funding documents may not be executed or the conditions enabling the drawing down
	of that facility are not satisfied in which case Mayne Pharma may not be able to complete the acquisition and will need to pay the
	US1,300,000 break fee to Metrics, unless it obtains alternative funding (debt and/or equity).

	the preferred debt-financier for the deal cannot achieve successful syndication within 30 days after closing, modifications to the debt package may occur: eg. pricing of the Term Loan may be increased by up to 100 basis points and / or amortization of the Term Loan may be increased by up to 25% per annum. There is a risk that the debt funding documents may not be executed or the conditions enabling the drawing down of that facility are not satisfied in which case Mayne Pharma may not be able to complete the acquisition and will need to pay the US1,300,000 break fee to Metrics, unless it obtains alternative funding (debt and/or equity).

Reliance on	Mayne Pharma undertook a due diligence process in respect of Metrics, which relied in part on the review of financial and other information
information	provided by the vendors of Metrics. Despite taking reasonable efforts, Mayne Pharma has not been able to verify the accuracy, reliability or
provided	completeness of all the information which was provided to it against independent data. Similarly, Mayne Pharma has prepared (and made
	assumptions in the preparation of) the financial information relating to Metrics on a stand-alone basis and also to Mayne Pharma post-
	acquisition (“Mayne Pharma Group”) included in this Presentation in reliance on limited financial information and other information provided
	by the vendors of Metrics. Mayne Pharma is unable to verify the accuracy or completeness of all of that information. If any of the data or
	information provided to and relied upon by Mayne Pharma in its due diligence process and its preparation of this Presentation proves to be
	incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Metrics and the Mayne
	Pharma Group may be materially different to the financial position and performance expected by Mayne Pharma and reflected in this
	Presentation. Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material
	issues and risks in respect of the acquisition have been identified. Therefore, there is a risk that unforseen issues and risks may arise, which
	may also have a material impact on Mayne Pharma.

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Key risks

Acquisition risks (continued)

	Analysis of	Mayne Pharma has undertaken financial, business and other analyses of Metrics in order to determine its attractiveness to Mayne
	acquisition	Pharma and whether to pursue the acquisition. It is possible that such analyses, and the best estimate assumptions made by Mayne
	opportunity	Pharma, draws conclusions and forecasts that are inaccurate or which are not realised in due course. To the extent that the actual results
		achieved by Metrics are different than those indicated by Mayne Pharma’s analysis, there is a risk that the profitability and future
		earnings of the operations of the Mayne Pharma Group may be materially different from the profitability and earnings expected as
		reflected in this Presentation.
	Integration risk	The acquisition involves the integration of the Metrics business, which has previously operated independently to Mayne Pharma. As a
		result, there is a risk that the integration of Metrics may be more complex than currently anticipated, encounter unexpected challenges
		or issues and takes longer than expected, diverts management attention or does not deliver the expected benefits and this may affect
		Mayne Pharma Group’s operating and financial performance. Further, the integration of Metrics’ accounting functions may lead to
		revisions, which may impact on the Mayne Pharma Group’s reported financial results.
	Historical liability	If the acquisition of Metrics completes, Mayne Pharma may become directly or indirectly liable for any liabilities that Metrics has incurred
		in the past, which were not identified during its due diligence or which are greater than expected, and for which the market standard
		protection (in the form of representations and warranties and indemnities) negotiated by Mayne Pharma prior to its agreement to
		acquire Metrics turns out to be inadequate in the circumstances. Such liability may adversely affect the financial performance or position
		of Mayne Pharma Group post acquisition.
	Acquisition	In accounting for the acquisition in the pro-forma combined balance sheet, Mayne Pharma has performed a preliminary fair value
	accounting	assessment of all of the assets, liabilities and contingent liabilities of Metrics. Mayne Pharma will undertake a formal fair value assessment
		of all of the assets, liabilities and contingent liabilities of Metrics post-acquisition, which may give rise to a materially different fair value
		allocation to that used for purposes of the pro-forma financial information set out in this Presentation. Such a scenario will result in a
		reallocation of the fair value of assets and liabilities acquired to or from goodwill (included in the intangibles line in the pro-forma
		summary balance sheet) and may lead to an increase or decrease in depreciation and amortisation charges in the Mayne Pharma Group’s
		income statement (and a respective increase or decrease in net profit after tax).
	Change of control	The acquisition may trigger change of control clauses in a number of material contracts to which Metrics is a party. If triggered, the
		change of control clauses may require counterparty consent. If the consent of a counterparty cannot be obtained and a material contract
		containing a change of control clause is terminated or renegotiated on less favourable terms, it may have an adverse impact on Mayne
		Pharma Group’s financial performance and prospects.

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Key risks

General risks

General risks
Share price	The market price of Mayne Pharma Group shares will fluctuate due to various factors, many of which are non-specific to Mayne Pharma
fluctuations	Group, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates,
	interest rates, changes in government, fiscal, monetary and regulatory policies, global geo-political events and hostilities and acts of
	terrorism, and investor perceptions. Fluctuations such as these may adversely affect the market price of Mayne Pharma Group shares.
Economic risks	Mayne Pharma Group is exposed to economic factors in the ordinary course of business. Factors such as changes in fiscal, monetary and
	regulatory policies can adversely impact Mayne Pharma Group’s earnings.
	Businesses such as Mayne Pharma Group that borrow money are potentially exposed to adverse interest rate movements that may affect
	the cost of borrowing, which in turn would impact on earnings and increase the financial risk inherent in those businesses.

Foreign exchange	A substantial proportion of Mayne Pharma Group’s revenues and costs are denominated in currencies other than Australian dollars and,
risk	post the acquisition, its debt will be denominated in United States dollars. Exchange rate movements affecting these currencies may
	impact the income statement or assets and liabilities of Mayne Pharma Group, to the extent the foreign exchange rate risk is not hedged
	or not appropriately hedged. It is Mayne Pharma Group’s policy to enter into simple Forward Exchange Contracts or Participating Forward
	Exchange Contracts over a set percentage of the forecast net receipts of US dollars. The percentages used vary depending on the length
	of the forecast period. Mayne Pharma Group also holds assets and liabilities in United States dollars (USD), British pounds (GBP), Japanese
	yen (JPY) and Euro (EUR). The existence of both assets and liabilities denominated in USD provides a limited natural hedge against
	adverse currency movements.
Government	Mayne Pharma Group operates in highly regulated industry segments. Mayne Pharma Group may be affected by changes to government
policies and	policies and legislation, including those relating to the pharmaceutical industry, property, the environment, taxation, the regulation of
legislation	trade practices and competition. Mayne Pharma Group is also subject to the regulatory requirements of the Corporations Act, the ASX
	Listing Rules and ASIC policy. Changes to legislation or to these regulatory requirements or other policy and procedures may affect Mayne
	Pharma Group, its business operations and financial performance, or have other unforeseen implications.
Litigation	There has been substantial litigation and other proceedings in the pharmaceutical industry. Defending against litigation and other third
	party claims would be costly and time consuming and would divert management's attention from the business, which could have a
	significant financial effect on Mayne Pharma's business.

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Key risks

General risks (continued)

	Change in	Mayne Pharma Group is subject to the usual business risk that there may be changes in accounting policies which impact Mayne Pharma
	accounting policy	Group.
	Asset	As a consequence of the global financial crisis, ASIC has specifically identified impairment of assets as an issue for Australian companies.
	impairment	The Board regularly monitors impairment risk. Consistent with Australian Accounting Standard AASB 136 Impairment of Assets, Mayne
		Pharma Group is periodically required to assess the carrying value of its non-current assets, including its brands and goodwill. Where the
		recoverable amount of an asset is assessed to be less than its carrying value, Mayne Pharma Group is obliged to recognise an impairment
		charge in its income statement. Impairment charges can be significant and can reduce the level of a company’s profits and, potentially, its
		capacity to pay dividends. Impairment charges are a non-cash item.
	Dividends	The payment of any future dividends will be at the discretion of the Board and will depend, amongst other things, on the performance
		and financial circumstances of the Company at the relevant time. However, the Board’s general policy will be to distribute cash flows
		generated by the Company’s operating activities which are surplus to the Company’s ongoing requirements for maintaining and growing
		the business. There can be no guarantee as to the likelihood, timing, franking or quantum of future dividends from Mayne Pharma Group.

	Taxation	Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation
		authorities in Australia, may affect taxation treatment of an investment in Mayne Pharma Group shares, or the holding and disposal of
		those shares.
		Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Mayne
		Pharma Group operates, may impact the future tax liabilities of Mayne Pharma Group.

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AI assistant

MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2012

65396_rns_2012-10-03_21a39c4c-e8ba-45ab-bf8e-393ce21d2686.pdf

Important Notice and Disclaimer

IMPORTANT: You must read the following before continuing.

Important Notice and Disclaimer (cont’d)

Foreign Selling Restrictions

International Offer Restrictions

United Kingdom

New Zealand

Foreign Selling Restrictions (cont’d)

Hong Kong

Singapore

United States

Agenda

1. Transaction overview

Transaction overview

Agreement to acquire Metrics, Inc. (“Metrics”) for US$105 million up-front + up to US$15 million earn out

2. Overview of Mayne Pharma (pre acquisition)

Overview of Mayne Pharma

Executive summary

FY12 sales revenue by channel

Summary financials

Mayne Pharma operations

Evolution of Mayne Pharma

Mayne Pharma international footprint

Distribution Partners (outside Australia only)

Product

Head office and manufacturing facility

R&D pipeline

Current Tier 1 product candidate pool representing US$5.8 billion in annual sales[(1)]

SUBACAP® – An Improved Anti-Fungal

Overview of SUBACAP®

Market potential

Targeting the global itraconazole market

Broader systemic antifungal application

Regulatory update

Europe

US

US Doryx[®]

Warner Chilcott Doryx® 150mg tablet (Weekly prescription volume)

Litigation update

3. Overview of Metrics

Overview of Metrics

Metrics investment highlights

A leading provider of contract pharmaceutical development services in the US

A leading provider of contract pharmaceutical development services in the US

Value proposition: Valuable integrated service partner saving clients time and money

Major customers

World class product development capability

Substantial existing product portfolio...

Overview

... and pipeline

Metrics has a development pipeline targeting over US$1.8 billion in annual sales

Flexible channel to market via own sales capability or third parties

Midlothian Laboratories (“Midlothian”)

Product revenue by distribution channel (LTM Jun 12)

Metrics distribution partners

Exclusive Partnerships

Metrics is moving to an in-house distribution model to capture a greater share of profit

Diversified US market footprint

Metrics sales regions and office locations

Greenville, North Carolina

Base Facility

Montgomery, Alabama

Metrics contract services market coverage

Strong financial track record

Metrics Financials[(2)]

Observations

Revenue

Gross Profit

Total R&D investment

Operating expenses

4. Strategic rationale

Acquisition highlights

Direct access to the world’s largest pharmaceutical market and participants

Strengthens and diversifies revenue streams

Expands and diversifies the new product pipeline

Strong and complementary management team

Complementary business to Mayne Pharma with significant combination opportunities

MAYNE PHARMA GROUP LIMITED Capital/Financing Update 2012