NTG Nordic Transport Group — M&A Activity 2012

Sep 27, 2012

Announcement
27.09.2012

NeuroSearch A/S (OMX: NEUR) today announced that the company signed a
conditional asset transfer agreement with Teva Pharmaceutical Industries Ltd.
(NYSE: TEVA) through the fully owned affiliate Ivax International GmbH,
regarding the sale of Huntexil® to Teva for a cash purchase price of DKK 149
million plus potential milestone payments with a total value of up to DKK 55
million.

The agreement is conditional upon NeuroSearch shareholder approval as well as a
number of standard conditions. The agreement is not subject to approval by any
public authorities, including merger control authorities.

NeuroSearch will call for an Extraordinary General Meeting today and the Board
of Directors will recommend the shareholders to approve the agreement.

The Board of Directors obtained two independent assessment reports from the
company's financial advisors, Danske Bank and SEB Enskilda, before deciding to
recommend the agreement with Teva.

The main terms and conditions of the agreement are as follows:

-- The cash purchase price is DKK 149.5 million. Of this, DKK 28.7 million
will be placed in escrow for a minimum period of six months after closing,
to be released upon satisfactory project transfer of Huntexil® from
NeuroSearch to Teva.
-- In addition, NeuroSearch is entitled to potential milestones of up to DKK
55.1 million relating to:

First registration application for Huntexil®	DKK 22.0 million
First marketing approval of Huntexil® in an EU or EFTA country	DKK 16.5 million
First marketing approval of Huntexil® outside the EU or EFTA	DKK 16.5 million

-- NeuroSearch is released from all obligations towards the sellers of
Carlsson Research. Teva will assume relevant obligations towards Carlsson
Research sellers.
-- NeuroSearch is to ensure successful project transfer of Huntexil® to Teva
in a period of six months after closing of the agreement. A payment to
NeuroSearch of DKK 17.2 million to cover related expenses is included in
the cash purchase price.
-- Teva will not take over any employees from NeuroSearch.
-- NeuroSearch is to pay DKK 4.3 million to Teva in the event that NeuroSearch
shareholders do not approve the agreement and DKK 14.4 million is to be
paid in the event that the shareholders do not approve the agreement due to
a superior offer from a third party.
-- NeuroSearch makes certain representations and warranties to the benefit of
Teva consistent with international practice in this type of transaction.

Thomas Hofman-Bang, Chairman of the Board of Directors of NeuroSearch, says:
"After interactions with a substantial number of potential partners and buyers
of Huntexil®, we are convinced that the agreement with Teva provides the best
outcome for NeuroSearch shareholders. We hope that the company's shareholders
will support the Board of Directors' recommendation to conclude this deal. We
are very satisfied that the strategic focus of Teva is to bring this specialty
therapeutic to the market to the benefit of patients suffering from
Huntington's disease."

NeuroSearch operation following adoption of deal with Teva
Provided that NeuroSearch shareholders approve the agreement with Teva, the
immediate focus of NeuroSearch will be to transfer the Huntexil® project to
Teva in a diligent manner according to the agreement. In parallel, the Board of
Directors and the Executive Management will evaluate the strategic options for
NeuroSearch, including value maximisation of the assets that remain within the
company. NeuroSearch expects to conclude and execute upon this evaluation early
2013.

Financial expectation for 2012
For the full year 2012, NeuroSearch maintains previously announced expectations
of an operating loss of approx. DKK 465 million.

If NeuroSearch shareholders approve the agreement with Teva and it is
subsequently closed, the operating result is expected to be improved by approx.
DKK 120 million in 2012 and by DKK 28.7 million in 2013, related to the release
of the escrow.

Thomas Hofman-Bang
Chairman of the Board of Directors

Contact
Thomas Hofman-Bang, Chairman, telephone: +45 4348 3204
René Schneider, CEO, telephone: +45 4460 8700 or +45 2911 2097

About NeuroSearch
NeuroSearch A/S (NEUR) is a European-based biopharmaceutical company
specialising in CNS diseases. The company is listed on NASDAQ OMX Copenhagen
A/S. The company’s product pipeline comprises Huntexil® for the treatment of
motor symptoms in patients with Huntington's disease and ordopidine and
seridopidine, both of which have completed phase I studies, as well as
tesofensine for anti-obesity, which is currently in phase II.