Presentation of Goldman Sachs Inc., dated March 18, 2008

One Step

‘Pure’ tender offer

Structure

n  Merger agreement

n  Conditioned on approval by a majority of independent directors or a majority of the remaining shareholders

n  Discussions with a special committee

n  100% ownership or nothing

n  Tender offer document, no merger agreement

n  Conditioned on a majority of the remainder approving, with a commitment to completing a short-form if 90% ownership is secured

n  Discussions with the Tribeca board but do not reach agreement or obtain firm assurance from them

Drivers

n  100% ownership is critical to success

n  Timing is not a significant factor

n  Tested legal standard with the highest standard of review (entire fairness) so as to achieve 100% ownership

n  No margin rule concerns

n  Success can be less than 100%

n  Taking control at less than 100% can be achieved faster than completing a 1 step merger

n  Tested legal standard with a lower standard of review than a 1 step merger

n  May limit the Tribeca board’s Revlon duties

Drawbacks

n  Higher standard of review than under Pure

n  Longer timeline to secure control

n  Requires Tribeca’s support

n  Launch without assurance of board approval

n  Only assures 100% ownership if secure 90% control

n  Suraypharm holding in Tribeca may preclude reaching 90% for the purposes of the tender offer

n  Financing structure may cause margin rules to apply

n Note that the ‘Pure’ tender offer permits Ithaca to elect to undertake a second step long-form merger (with an approved merger agreement) in the event that Ithaca’s ‘Bidco’ does not own an aggregate of 90% of Tribeca’s outstanding shares on closing the tender offer

n Subject to additional work on the prospect of Ithaca being considered to be controlling, an alternative structure may be available combining elements of both of the structures outlined here


#	Name	Country	Style	Stake		Estimated Entry Price ($)	Million of Shares Held
#	Name	Country	Style	Stake		Estimated Entry Price ($)	Q1 '08	Q4 '07	Q3 '07	Q2 '07	Q1 '07

1	AIM Trimark Investments	Canada	Core Growth	7.5	%	5.4	3,868,833	4,062,733	4,062,733	3,988,033	3,039,481
2	State of Wisconsin Investment Board	United States	Core Growth	4.8	%	8.5	2,487,498	2,487,498	2,487,498	2,487,498	2,487,498
3	T. Rowe Price Associates, Inc.	United States	GARP	3.8	%	6.8	1,963,342	2,001,442	2,001,442	1,974,142	1,972,242
4	Barclays Global Investors, N.A.	United States	Index	3.3	%	6.9	1,677,556	1,677,556	1,513,811	1,516,452	759,673
5	Mazama Capital Management, Inc.	United States	Growth	1.8	%	6.7	921,400	921,400	1,374,600	1,398,500	1,431,400
6	Deka Investment GmbH	Germany	Core Growth	1.7	%	5.3	879,959	938,359	938,359	938,359	970,000
7	Carnegie Kapitalförvaltning AB	Sweden	Core Value	1.6	%	7.3	849,951	849,951	849,951	849,951	799,951
8	AXA Framlington Investment Management Ltd.	United Kingdom	GARP	1.6	%	8.9	817,867	817,867	817,867	845,950	910,000
9	Granahan Investment Management Inc.	United States	Growth	1.6	%	7.7	816,650	816,650	834,650	749,700	959,800
10	Dimensional Fund Advisors, LP	United States	Deep Value	1.4	%	6.2	741,451	741,451	544,839	316,517	-
11	Clariden Leu	Switzerland	Core Growth	1.0	%	6.7	537,228	537,228	537,228	458,085	458,085
12	DWS Investment GmbH	Germany	GARP	0.9	%	8.2	465,545	465,545	465,545	472,311	512,311
13	State Street Global Advisors (US)	United States	Index	0.8	%	6.4	389,467	389,467	256,271	247,525	22,625
14	AXA Investment Managers Paris	France	Core Growth	0.4	%	5.8	226,485	817,867	817,867	845,950	-
15	Vanguard Group, Inc.	United States	Index	0.4	%	5.4	205,791	205,791	204,291	202,491	177,512
16	College Retirement Equities Fund	United States	GARP	0.4	%	5.8	203,489	201,574	201,574	207,243	-
17	California Public Employees' Retirement System	United States	Index	0.4	%	7.9	195,600	195,600	106,200	106,200	106,200
18	Thrivent Asset Management, LLC	United States	GARP	0.3	%	5.9	170,500	241,500	241,500	224,000	-
19	Northern Trust Company of Connecticut	United States	GARP	0.3	%	6.8	159,850	150,550	150,550	124,350	123,650
20	Soundpost Partners, LP	United States	Hedge Fund	0.3	%	6.9	157,816	157,816	-	-	-
21	BlackRock Financial Management, Inc.	United States	Core Growth	0.3	%	5.5	150,000	150,550	150,550	124,350	123,650
22	Northern Trust Investments, N.A.	United States	Index	0.3	%	5.9	139,577	139,577	128,277	127,877	-
23	Goldman Sachs & Company, Inc.	United States	Broker-Dealer	0.2	%	6.2	90,974	68,825	68,825	18,492	14,775
24	TD Asset Management Inc.	Canada	Index	0.2	%	5.5	87,200	87,200	87,200	87,200	87,200
25	Millennium Management, L.L.C.	United States	Core Value	0.2	%	6.7	82,381	82,381	12,040	12,040	-
26	BlackRock Investment Management (UK) Ltd.	United Kingdom	Growth	0.2	%	6.9	80,000	80,000	-	-	-
27	BNY Mellon Wealth Management	United States	Index	0.1	%	7.7	61,048	61,048	58,965	54,957	42,896
28	BlackRock Investment Management, LLC	United States	Deep Value	0.1	%	6.1	54,200	41,800	41,800	38,200	7,900
29	Deutsche Asset Management Americas	United States	Core Growth	0.1	%	6.7	50,527	59,283	59,283	90,180	124,880
30	Ohio Public Employees Retirement System	United States	GARP	0.1	%	5.8	40,035	40,035	40,035	40,756	-


			Total	36.0	%	6.8	18,572,220	19,488,544	19,053,751	18,547,309	15,131,729
			Median			6.7



		Increlex *Broadly In Line* *with* *Expectations*		n “U.S. Q4 Increlex sales ($3.6m vs. our $3.7m) (…) were in line with expectations” (Cowen, 27-Feb-2008) n “Increlex revenues grew by 24% sequentially to $3.6m, below Lehman estimates of $4.1m” (Lehman, 27-Feb-2008) n “4Q07 Increlex revenues of $3.6m were in line with our estimate” (Lazard, 27-Feb-2008)


		Somatuline *Below / In Line* *with* *Expectations*		n “Q407 total product sales of $3.8m fell short of our estimate of $6.1m, with Somatuline revenue of only $0.2m accounting for a considerable portion of the miss.” (Baird, 28-Feb-2008) n “Total revenues of $4.1m missed consensus of $5.1m; the miss was most likely attributable to Somatuline sales of $0.2m” (FBR, 27-Feb-2008)


		2008 Guidance *Market* *Acceptance of* *Guidance Overall*		n “For 2008, the company anticipates combined sales guidance of $30m-$37m compared to consensus estimate of $34.7m and our estimate of $31.6m” (Collins, 28-Feb-2008) n “2008 guidance between $30m-37m, and this exceed our estimates” (Stanford, 27-Feb-2008) n “The company provided solid 2008 guidance for Increlex ($20m-$22m vs. our $22m) and Somatuline ($10m-$15m vs. our $10m) revenues” (Cowen, 27-Feb-2008) n “Somatuline Depot sales estimate has come down to $15m from $25m, in line with guidance” (FBR, 27-Feb-2008) n “FY08 guidance (…) was slightly below LEH expectations” (Lehman, 27-Feb-2008) n “2008 guidance for Increlex and Somatuline in line with our forecast” (Lazard, 27-Feb-2008)


		Valuation *Sentiment Still* *Predominantly* *Geared Towards* *“Buy”*		n “Maintain Buy Rating: Our DCF analysis supports this price target” (Stanford, 27-Feb-2008) n “We reiterate our 1-Overweight rating on Tercica following 4Q07 results” (Lehman Brokers, 27-Feb-2008) n “We expect Tercica shares to outperform the market as investor’s gain confidence in the ability of Tercica’s endocrinology franchise to post top-line growth and narrowing net losses” (Cowen, 27-Feb-2008) n “Increlex continues to disappoint in its efforts, and with Somatuline now seeming to follow in its footsteps, we see no reason to buy the stock at current levels” (Baird, 28-Feb-2008)

		Source: Brokers reports


		Theme		Selected Comments


		Rationale for Historical Stake in Tercica *Viewed as Positive* *Strategic Move*		n “This strategy of gradually entering the US market is perfectly suited to Ipsen’s goal of accumulating assets offering strong visibility, notably at the intellectual property level. Against this backdrop, Tercica was an excellent choice” (Natixis, 20-Dec-2007) n “Ipsen’s equity investment in Tercica offers the company the chance to capture future outperformance of the cross-licensed endocrinology products at an attractive price” (SG, 20-Dec-2007)


		Ipsen’s Future Strategy in the US *Some Concerns on* *Potential Impact on* *Profitability*		n “Ipsen’s near-term (2008-2010) growth should be boosted by several near-term opportunities (Reloxin, Dysport, Febuxostat, Acapodene, Somatulin - US). However, execution requires expansion of Ipsen’s business model/infrastructure, involving either of the following: Marketing partners (Reloxin, Febuxostat, Dysport)? Investment in own infrastructure? M&A? This implies that near-term profitability expansion will be slower than we had previously anticipated” (Bear Stearns, 04-Mar-2008) n “Ipsen is evaluating the following options, sorted in order of preference: 1) Marketing partner which Ipsen has the ability to control (similar to Tercica) 2) Licensing agreement with a claw-back (rights returned after a specified period) 3) Straight licensing deal 4) Ipsen markets itself (…) We believe option 1 could be mildly dilutive to earnings if it involves a Tercica-like acquisition” (Bear Stearns, 04-Mar-2008) n “Also, Ipsen could in our view strike a deal, similar to the Tercica one in the USA, in order to market Dysport in neuromuscular indications” (Exane, 28-Feb-2008)


		Acquisition of Tercica *No Short-Term* *Acquisition* *Expected Due to* *Potential Dilutive* *Effect on Earnings*		n “We estimate that Ipsen could seek to acquire Tercica from c. 2011” (Blue Oak Capital, 16-Jan-2008) n “The most likely scenario would be a full takeover of its subsidiary Tercica but such a move would not be accretive until 2011e in our opinion, which suggests this is not the best option for the short term” (Natixis, 20-Dec-2007) n “As Tercica is currently loss making and full consolidation would be dilutive to Ipsen’s EPS, we do not expect the company to expand its ownership stake in Tercica in the near term” (SG, 20-Dec-2007)

		Source: Brokers reports


Workstreams	Key Tasks	Status


0. Overall Coordination	n Set-up of core working team — Ipsen: Claire Giraut, Willy Mathot, Olivier Jochem, Benoit Hennion, David Schilansky — GS / FF	ü


	n Weekly coordination calls	ü


1. Structuring	n Revised analysis on share capital and stock options based on latest disclosure	ü


	n Potential transaction financing: preparation of presentation to financing banks	ü


2. Valuation and Financial Impact	n Weekly market update on Tercica	ü


	n Preliminary assessment of synergies in an Ipsen – Tercica combination	ü


	n Ipsen and Tercica Business Plans: revised projections and financial impact analysis	ü


3. Approach Process / Bid Tactics	n Tactical roadmap	ü


	n First version of approach script and high-level Q&A	ü


4. Documentation	n To be advanced with decisions on structure


5. Communication	n First version of press releases	ü


Workstreams	Key Tasks	Responsibility	Deadline


1. Structuring	n Finalization of acquisition structuring (incl. tax and legal considerations) — Deal structuring (one-step merger, two-step process) — Tax structuring	FF/ Ipsen /GS	Fri 21-Mar


	n Legal review: preparation of anti-trust / regulatory filings	FF	Fri 28-Mar


	n Approach of financing bank and feedback on financing terms	Ipsen	Fri 28-Mar


2. Valuation and Financial Impact	n Ongoing update of valuation benchmarks	GS	Ongoing


3. Approach Process / Bid Tactics	n Finalization of approach scripts and Q&As	GS / FF / Ipsen	Fri 28-Mar


4. Documentation	n Advanced drafts of key transaction documents — TO (subject to structure) — Merger Agreement (subject to structure) — 13-D — 13e3	FF	Fri 28-Mar


5. Communication	n Press releases: finalization	GS / Ipsen /FF	Fri 28-Mar


Key Tasks	Main Issues	Actions	Responsibility	Key Dates

n Project Team	n Team of advisors for potential transaction	n Select advisory team — HR advisor (Frederic W Cook) — PR agency (Brunswick)	n Ipsen	n Potentially end of March

	n Goldman Sachs Legal Advisor	n Appoint Legal Advisor	n GS	n Fri 21-Mar

n Working Group List		n Compile, update and circulate working group list	n GS	n Done

n Coordination Call	n Weekly conference call	n Logistics for the call / Timing	n GS	n 07-Mar 3:00pm (WM/GS/FF)
				n 14-Mar 3:00pm (CG/WM/OJ/GS/FF)
				n 21-Mar 4:30pm (all)
				n 28-Mar 3:30pm (all)





		Project Tremplin

		Goldman Sachs Paris Inc. et Cie 18-Mar-2008




		n Target Price of research analysts are in $7 - $10 per share range n Median target price of $9 represents a 67% premium to current share price of $5.40 / share n C. 70% of brokers have a Buy recommendation on Tercica
		Source: Thomson Financial



		n Following 2007 results: — Average consensus increased for Increlex — Delayed ramp-up for Somatuline, with stronger pick-up in sales as of 2011 n Still, substantial dispersion in projections across Research Analysts covering Tercica
		Source: Brokers’ reports

		¹ High and low of consensus after 2007 results.


		Discussion Steps		Key Components


		1) Introduction		n Ipsen is pleased with the partnership to date with Tercica — Strong enthusiasm at Ipsen about the partnership — Current performance of Increlex and Somatuline in-line with Ipsen’s expectations — Ipsen confident that the two firms will soon reach an agreement on the future of Combo n Since 2006, Ipsen has periodically assessed its partnership with Tercica


		2) The Tercica “Option”		n Ipsen is currently analysing alternatives for its US development strategy n Ipsen needs to select in 2008 a commercialisation strategy for Dysport and OBI-1 in the US — A number of options are being analysed, including but not limited to: – i) straight out-licensing agreement – ii) marketing partnership akin to the one with Tercica – iii) development of Ipsen’s own commercial infrastructure in the US – iv) acquisition of a company in the US with the appropriate commercial infrastructure n Obviously, one option considered is for Tercica to become this US commercialisation platform — Given the expected new scale of US operations and the strategic value of Ipsen products that would be commercialised in the US, it would be important for Ipsen to control this new US platform n In that context, Ipsen is investigating whether minority ownership of Tercica is optimal — A full acquisition of Tercica would influence Ipsen’s US commercialisation strategy — A solid rationale could underpin the full acquisition of Tercica – Strengthening of Ipsen’s growth and geographic profile – Strengthening of Ipsen’s endocrinology portfolio


		3) Ipsen’s Objectives		n Ipsen’s Board has authorised me to explore in details different options regarding our US commercialisation strategy in general and our Tercica investment specifically — Ipsen wants to explore, informally and confidentially, the option of a full Tercica acquisition n Our decision will naturally need to respect our internal investment criteria and to protect the interest of our own shareholders, including their expectations of disciplined financial policy, including from an EPS dilution standpoint


		Discussion Steps		Key Components


		4) The Illustrative Proposal		n Full cash offer: price in a range of $X-$Y per Tercica share n Ipsen would be seeking a friendly and recommended transaction — [Ipsen would keep full flexibility to consider alternative routes for a full acquisition of Tercica if obtaining a Board recommendation under reasonable terms proved to be impossible]


		5) Key attractions for Tercica		n A price that is full and fair n Attractive prospects for the Tercica employees — Tercica to become Ipsen’s commercialisation platform in the United States – Tercica to play a crucial role in the development of Ipsen’s US business and the current Tercica management will be playing a key role in this strategy — Strong desire to retain key employees and provide them with leadership roles within Ipsen – [Names] — Limited impact on Tercica’s workforce n Strong focus by Ipsen to develop specifically the endocrinology platform


		6) Process		n Ipsen ready to explore a potential transaction as soon as possible, with the following objectives — Absolute confidentiality regarding the informal process – At this stage, Ipsen is considering the Tercica acquisition as an alternative; Ipsen does not have Board approval at this stage to table a formal offer – Ipsen’s objective is to obtain a friendly deal with full support from the Board and the management of Tercica; interactions with shareholders would only come at a later stage — [30] days to assess likelihood of reaching an agreement and obtaining a Board approvals — Very limited due diligence process n Ipsen has retained Goldman Sachs and Freshfields as its financial / legal advisors


		7) Next steps		n Please revert back to me in the next [X] days to discuss Tercica’s views of Ipsen’s assumptions and illustrative proposal



		© 2008 Factiva, Inc. All rights reserved.		Illustrative Tactical Roadmap 32


		Contact:		CharleneHamrah (Investment Community)
				(212) 770-7074
				Joe Norton (News Media)
				(212)770-3144
		AMERICAN INTERNATIONAL GROUP, INC. PROPOSES TO ACQUIRE PUBLICLY HELD SHARES OF 21ST CENTURY INSURANCE GROUP * Proposed Price of $19.75 in Cash per Share for the 38.1% Publicly Held Shares * 21st Century Insurance Group Would Become Wholly Owned by AIG New York, January 24, 2007 - American International Group. Inc. (AIG) announced today that it has submitted a letter to the board of directors of 21st Century Insurance Group (21st Century) (NYSE: TW) proposing to acquire the outstanding 38.1% publicly held shares of 21st Century for $19.75 per share in cash. AIG and its subsidiaries own approximately 61.9% of the outstanding shares of 21st Century. The aggregate cash consideration payable would be approximately $690 million. Following the transaction, 21st Century would become a wholly owned subsidiary of AIG. A copy of the letter sent by AIG to the 21st Century board of directors is attached. The proposed per share price represents a 19.0% premium to today’s closing price and a 25.5% premium to the average closing price during the last twelve months. The proposed per share price also represents a multiple of 19.6x the consensus estimates of 21st Century’s 2007 earnings per share (based on a current First Call estimate of $1.01 per share). “Our proposal represents an excellent opportunity for 21st Century’s shareholders to monetize their investment at a full and fair value for their shares. For AIG, this is an opportunity to make a substantial additional investment in a business we know well,” said Martin J. Sullivan, President and Chief Executive Officer of AIG. AIG contemplates that the transaction would be implemented through a merger agreement which would be negotiated and approved by a special committee comprised of directors of 21st Century who are independent of AIG (“Special Committee”). This proposal is subject to AIG’s satisfactory completion of due diligence, satisfaction of regulatory requirements and the approval of the Special Committee. AIG has advised 21st Century that AIG’s sole interest is in acquiring the remaining shares of 21st Century held by the public shareholders and that it has no interest in a disposition of its controlling equity stake in 21st Century. AIG reserves the right to withdraw its proposal prior to the execution of a definitive merger agreement and to modify its proposal in any way as a result of negotiations or for any reason at all, including proposing alternative acquisition structures. –more– American International Group, Inc. 70 Pine Street, New York, NY 10270


	Scenario A1	Scenario A2

Notice Letters

Soft	ü

Formal	[ü]	ü

[High-Level Due Diligence Questions List]	[ü]	[ü]

Press Releases

“No Comments”	ü	ü

“Acknowledgement of Offer”	ü	ü

“Joint Announcement of Agreement”	ü	ü

13D	ü	ü

Draft Merger Agreement	ü	ü

TO	ü	ü

13e-3	ü	ü

Regulatory Filings (anti-trust)	ü	ü

Ipsen Roadshow Presentation	ü	ü


Ipsen: Between Jun-2007 and Jan-2008 Preliminary Estimates
Key Upsides					Key Downsides
	Description		2011 Illustrative Impact (€m)			Description		2011 Illustrative Impact (€m)
			Total Revenues	EBIT				Total Revenues	EBIT
1.	Febuxostat launch		26	10	1.	No indication ISS for Nutropin		(32)	(13)
2.	New GP product in-licensed in France from 2010		16	3	2.	Generic Scenarios
3.	Increlex target price better than expected (ca. +30%)		9	5		2.a.	DKP: New leupropeline branded generic entry as of 2008	(25)	(16)
4.	Launch of OBI-1 and GLP-1 in 2011 (probabilized at 70%)		4	(4)		2.b.	Somatuline: Octreotide branded generic entry as of 2010	(8)	(5)
5.	Renewal of Artotec co-promotion deal with Pfizer in France from 2008 to 2010		0	0		2.c.	Nutropin: New bio-similar entry as of 2010	(6)	(2)
6.	Decapeptyl				3.	Dysport revised partnership projections		(13)	(10)
	6.a.	6 month in-licensed from Debio formulation from 2009 onwards	0	(6)	4.	Increase in parallel export sales for Somatuline and Dysport		(3)	(3)
	6.b.	Blue-sky development in Sweden, Lat. Am. and Israel as of 2011	4	2	5	New base line Budget 2008 (instead of FY 2007)		(18)	(2)
Total			€59m	€10m	Total			€(105)m	€(51)m

Tercica
Key Upsides					Key Downsides
		Description	2011 Illustrative Impact (€m)		-
			Total Revenues	EBIT
1.	Increlex target price better than expected (ca. +30%)		4	4
Total			$4m	$4m
Source: Company Data


Financial Impact
Illustrative Consideration to Increase Stake to 100%
Acquisition Price ($)			8.0	8.5	9.0	9.5	10.0
Premium over spot price of $5.40			48.1%	57.4%	66.7%	75.9%	85.2%
Consideration to reach 39.3% ($m)			37	37	37	37	37
Buyout of remaining capital ($m)			347	369	391	413	434
Total consideration ($m)			384	406	428	449	471
Total consideration (€m)			258	273	287	302	316
Average Acquisition Price
Initial consideration for 25.0% ($m)			77	77	77	77	77
2007 Capital increase ($m)			3	3	3	3	3
Consideration to reach 39.3% ($m) (1)			115	115	115	115	115
Buyout of remaining capital ($m)			347	369	391	413	434
Total consideration for 100% ($m)			543	565	587	608	630
Average acquisition price/share ($)			7.5	7.8	8.1	8.4	8.7
Accretion / (Dilution) Analysis (Reported Net Income)
		2009		2010		2011
	8.0	(19.2)%		(5.9)%		2.4%
Acquisition	8.5	(19.4)%		(6.2)%		2.2%
Price	9.0	(19.7)%		(6.4)%		2.0%
($ per share) (2)	9.5	(19.9)%		(6.7)%		1.8%
	10.0	(20.2)%		(6.9)%		1.6%
Additional Pre-tax Synergies to Breakeven (€m) (3)
		2009		2010		2011
	8.0	46		14		-
Acquisition	8.5	47		14		-
Price	9.0	47		15		-
($ per share) (2)	9.5	48		15		-
	10.0	49		16		-
Dysport distributed through partnership Assuming synergies (pre-tax run rate amount of €4.2m) FX used: 1 € = 1.489 $. Assuming a pre-tax interest on the acquisition debt of 4.76% (1) Considering Convertibles #1 and #2 as cash costs (2) For the remaining 60.7% stake post bonds and warrants exercise (3) Assuming a tax rate between 18.4% and 22.4% over 2009-2011


		I. Tercica Capital Markets Update


		II. Status Report on Preparation Process


Dysport distributed through partnership
Accretion / (Dilution) Analysis (Reported Net Income)					Accretion / (Dilution) Analysis (Adjusted Net Income) (1)
		2009	2010	2011			2009	2010	2011
	8.0	(19.2)%	(5.9)%	2.4%		8.0	(5.8)%	7.4%	12.9%
Acquisition	8.5	(19.4)%	(6.2)%	2.2%	Acquisition	8.5	(6.0)%	7.2%	12.7%
Price	9.0	(19.7)%	(6.4)%	2.0%	Price	9.0	(6.2)%	6.9%	12.5%
($ per share) (2)	9.5	(19.9)%	(6.7)%	1.8%	($ per share) (2)	9.5	(6.5)%	6.7%	12.3%
	10.0	(20.2)%	(6.9)%	1.6%		10.0	(6.7)%	6.4%	12.1%
Additional Pre-tax Synergies to Breakeven (€m) (3)					Additional Pre-tax Synergies to Breakeven (€m) (3)
		2009	2010	2011			2009	2010	2011
	8.0	46	14	-		8.0	14	-	-
Acquisition	8.5	47	14	-	Acquisition	8.5	14	-	-
Price	9.0	47	15	-	Price	9.0	15	-	-
($ per share) (2)	9.5	48	15	-	($ per share) (2)	9.5	16	-	-
	10.0	49	16	-		10.0	16	-	-
Dysport distributed via Tercica
Accretion / (Dilution) Analysis (Reported Net Income)					Accretion / (Dilution) Analysis (Adjusted Net Income)
		2009	2010	2011			2009	2010	2011
	8.0	(23.2)%	(10.4)%	(0.8)%		8.0	(9.8)%	2.9%	9.6%
Acquisition	8.5	(23.5)%	(10.7)%	(1.0)%	Acquisition	8.5	(10.0)%	2.7%	9.4%
Price	9.0	(23.7)%	(10.9)%	(1.3)%	Price	9.0	(10.3)%	2.4%	9.2%
($ per share) (2)	9.5	(23.9)%	(11.2)%	(1.5)%	($ per share) (2)	9.5	(10.5)%	2.2%	9.0%
	10.0	(24.2)%	(11.4)%	(1.7)%		10.0	(10.8)%	1.9%	8.8%
Pre-tax Synergies to Breakeven (€m) (3)					Pre-tax Synergies to Breakeven (€m) (3)
		2009	2010	2011			2009	2010	2011
	8.0	56	24	2		8.0	23	-	-
Acquisition	8.5	56	24	3	Acquisition	8.5	24	-	-
Price	9.0	57	25	4	Price	9.0	25	-	-
($ per share) (2)	9.5	57	26	4	($ per share) (2)	9.5	25	-	-
	10.0	58	26	5		10.0	26	-	-
Assuming synergies (pre-tax run rate amount of €4.2m)FX used: 1 € = 1.489 $. Assuming a pre-tax interest on the acquisition debt of 4.76% (1) Net Income excluding intangible amortisation from acquisition (pre-tax impact of €18m) (2) For the remaining 60.7% stake post bonds and warrants exercise (3) Assuming a tax rate between 17.9% and 21.8% over 2009-2011


	Valuation Range ($ per share)¹	Comment

52-Week Trading Range		n Minimum: $4.71 (01-Aug-2007) n Maximum: $7.77 (05-Nov-2007)

Research Analysts Target Price		n Minimum: $7.0 (Robert Baird & FBR) n Maximum: $10.0 (Stanford Group & Lazard)
Premia Paid in Selected US Minority Buyout Transactions Since 2000		n Reference share price: $5.40 (14-Mar-2008) n Minimum: +16.2% (median of premium implied by initial offer price) n Maximum: +24.3% (median of premium implied by final offer price)
Premia Paid in Selected Biotech Transactions Since 2003		n Reference share price: $5.40 (14-Mar-2008) n Minimum: +38.7% (median of premium based on share price the day prior to announcement) n Maximum: +53.5% (median of premium based on share price 1 month prior to announcement)
“Desktop” DCF Valuation (Brokers’ Consensus)		n Illustrative DCF analysis based on consensus of research analysts’ forecasts
n Stability in analyst target prices n Significant decline of benchmarks based on premia analyses, due to the decline in the Tercica spot share price n Marginal increase in the illustrative DCF valuation benchmark due to the increase in analysts’ forecasts
¹ Numbers in italics indicate ranges as shown in 26-Feb-2008 presentation to Ipsen Board.


Number of shares after exercise of all dilutive instruments					Tender Offer															Merger
					"Majority of remainder" not required												"Majority of Remainder" required			"Majority of Remainder" not required			"Majority of Remainder" required
	Shares (m)	In %		> 60%						> 90%						> 69%			> 50%			> 69%
Ipsen	28.6	39.3	%	Y	39.3	%	Y	39.3	%	Y	39.3	%	Y	39.3	%	Y	39.3	%	Y	39.3	%	Y	39.3	%
MPM	6.9	9.4	%	Y	9.4	%	Y	9.4	%	Y	9.4	%	Y	9.4	%	Y	9.4	%	Y	9.4	%	Y	9.4	%
Key shareholders	6.1	8.3	%	Y	8.3	%	N	-		Y	8.3	%	N	-		Y	8.3	%	Y	8.3	%	Y	8.3	%
Board members	2.6	3.5	%	Y	3.5	%	N	-		Y	3.5	%	N	-		Y	3.5	%	Y	3.5	%	Y	3.5	%
Key executives	1.7	2.4	%	Y	2.4	%	N	-		Y	2.4	%	N	-		Y	2.4	%	Y	2.4	%	Y	2.4	%
Sub-Total	45.8	63.0	%		63.0	%		48.7	%		63.0	%		48.7	%		63.0	%		63.0	%		63.0	%
Float	26.9	37.0	%
o/w AIM	3.9	5.3	%
o/w State of Wisconsin	2.5	3.4	%
Additional Voting rights to reach threshold					0.0	%		11.3	%		27.0	%		41.3	%		6.7	%		0.0	%		6.7	%
As a % of float					0.0	%		30.4	%		73.0	%		111.5	%		18.0	%		0.0	%		18.0	%
As a % of float excl. AIM and State of Wisconsin					0.0	%		39.8	%		95.5	%		145.9	%		23.6	%		0.0	%		23.6	%


Synergies: Overview of Key Assumptions
	Current Tercica G&A Spend		Potential Savings
	Heads	$m	% Savings		Savings Heads	Savings $m
Finance	14	6.8	30	%	4.2	2.0
Executive	4	3.2	50	%	2.0	1.6
Legal	3	2.2	30	%	0.9	0.7
HR	4	1.1	30	%	1.2	0.3
IT	6	1.8	30	%	1.8	0.5
IR/Bus Dev	2	1.1	100	%	2.0	1.1
Total	33	16.2			12.1	6.3