UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Akcea Therapeutics, Inc.
(Name of the Issuer)
Akcea Therapeutics, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00972L107
(CUSIP Number of Common Stock)
Damien McDevitt
Chief Executive Officer
Akcea Therapeutics, Inc.
22 Boston Wharf Road, 9th Floor
Boston, MA 02210
(617) 207-0202
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Zachary R. Blume
Christopher D. Comeau
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
This statement is filed in connection with (check the appropriate box):
a. ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. ☐ | The filing of a registration statement under the Securities Act of 1933. |
c. ☒ | A tender offer. |
d. ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
Transaction Valuation* |
Amount of Filing Fee** | |
$535,900,072 | $69,559.83 |
* | Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated as the sum of (i) 24,665,090 outstanding shares, which is the difference between 101,759,772, the number of shares of common stock of Akcea Therapeutics, Inc., par value $0.001 per share (Shares), outstanding as of September 8, 2020, and 77,094,682, the number of Shares beneficially owned by Ionis Pharmaceuticals, Inc. or its affiliates, multiplied by $18.15, (ii) 5,881,651 Shares issuable pursuant to outstanding options with an exercise price less than the price of $18.15 per share, multiplied by $4.52 (which is the price of $18.15 minus the weighted average exercise price for such options of $13.63 per share), (iii) 1,521,514 Shares subject to issuance pursuant to outstanding Akcea restricted stock units multiplied by $18.15 and (iv) 1,874,829 Shares reserved for issuance pursuant to Akceas employee stock purchase plan multiplied by the offer price of $18.15. The calculation of the filing fee is based on information provided by Akcea as of September 8, 2020. |
The foregoing figures are as of September 8, 2020, the most recent practicable date.
** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Fee Rate Advisory No. 1 for Fiscal Year 2020, by multiplying the transaction value by 0.0001298. |
☒ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
Amount Previously Paid: $69,559.83 |
Filing Party: Ionis Pharmaceuticals, Inc. | |
Form or Registration No.: Schedule TO |
Date Filed: September 14, 2020 |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Statement) is being filed by Akcea Therapeutics, Inc., a Delaware corporation (Akcea or the Company), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below, and relates to the cash tender offer by Avalanche Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Ionis Pharmaceuticals, Inc., a Delaware corporation (Ionis), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of Akcea at a price per Share equal to $18.15, net to the seller of such Shares in cash, without interest, subject to any withholding of taxes required by applicable law (the Offer). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 30, 2020 (together with any amendments or supplements thereto, the Merger Agreement), by and among the Company, Ionis and Purchaser. The Merger Agreement provides that, among other things, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the DGCL), with the Company being the surviving corporation (the Merger). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Purchaser and Ionis on September 14, 2020 (as amended or supplemented from time to time, the Schedule TO), which contains as exhibits an Offer to Purchase dated September 14, 2020 (the Offer to Purchase), and the related Letter of Transmittal (the Letter of Transmittal, which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, contain the terms of the Offer).
In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on September 14, 2020 (the Schedule 14D-9). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Ionis and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.
Item 1. | Summary Term Sheet. |
The information set forth in the Offer to Purchase under the heading Summary Term Sheet is incorporated herein by reference.
Item 2. | Subject Company Information. |
(a) Name and Address
The information set forth in the Schedule 14D-9 under the heading Item 1. Subject Company InformationName and Address is incorporated herein by reference.
(b) Securities
The information set forth in the Schedule 14D-9 under the heading Item 1. Subject Company InformationSecurities is incorporated herein by reference.
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(c) Trading Market and Price
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 16. Price Range of Shares; Dividends is incorporated herein by reference.
(d) Dividends
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 16. Price Range of Shares; Dividends is incorporated herein by reference.
(e) Prior Public Offerings
Not applicable.
(f) Prior Stock Purchases
Not applicable.
Item 3. | Identity and Background of Filing Person. |
(a) Name and Address
The filing person is the subject company. The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonName and Address, Item 2. Identity and Background of Filing PersonBusiness and Background of the Companys Directors and Executive Officers and Annex ABusiness and Background of the Companys Directors and Executive Officers is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings The Tender OfferSection 19. Certain Information Concerning Parent and Purchaser and Schedule AInformation Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent is incorporated herein by reference.
(b) Business and Background of Entities
The information set forth in the Offer to Purchase under the headings Special FactorsSection 5. Transactions and Arrangements Concerning the Shares and The Tender OfferSection 19. Certain Information Concerning Parent and Purchaser is incorporated herein by reference.
(c) Business and Background of Natural Persons
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonBusiness and Background of the Companys Directors and Executive Officers and Annex ABusiness and Background of the Companys Directors and Executive Officers is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 5. Transactions and Arrangements Concerning the Shares and Schedule AInformation Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent is incorporated herein by reference.
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(d) Tender Offer
The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 19. Certain Information Concerning Parent and Purchaser is incorporated herein by reference.
Item 4. | Terms of the Transaction. |
(a) Material Terms
(1)(i) The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet and The Tender OfferSection 11. Terms of the Offer is incorporated herein by reference.
(1)(ii) The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet and The Tender OfferSection 11. Terms of the Offer is incorporated herein by reference.
(1)(iii) The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet and The Tender OfferSection 11. Terms of the Offer is incorporated herein by reference.
(1)(iv) The information set forth in the Offer to Purchase under the headings The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 20. Summary of the Merger Agreement and Certain Other AgreementsThe Offer is incorporated herein by reference.
(1)(v) The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 20. Summary of the Merger Agreement and Certain Other AgreementsThe Offer is incorporated herein by reference.
(1)(vi) The information set forth in the Offer to Purchase under the headings Summary Term Sheet and The Tender OfferSection 14. Withdrawal Rights is incorporated herein by reference.
(1)(vii) The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferSection 13. Procedures for Tendering Shares and The Tender OfferSection 14. Withdrawal Rights is incorporated herein by reference.
(1)(viii) The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 12. Acceptance for Payment and Payment for Shares is incorporated herein by reference.
(1)(ix) Not applicable.
(1)(x) The information set forth in the Schedule 14D-9 under the heading Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with the Companys Directors and Executive Officers is incorporated herein by reference.
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(1)(xi) Not applicable.
(1)(xii) The information set forth in the Offer to Purchase under the heading The Tender OfferSection 15. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger is incorporated herein by reference.
(2)(i) The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 20. Summary of the Merger Agreement and Certain Other Agreements is incorporated herein by reference.
(2)(ii) The information set forth in the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer and Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading Summary Term Sheet is incorporated herein by reference.
(2)(iii) The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet and Special FactorsSection 2. Position of Parent Regarding the Fairness of the Transaction is incorporated herein by reference.
(2)(iv) The information set forth in the Schedule 14D-9 under the heading Item 8. Additional InformationStockholder Approval of the Merger Not Required is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Summary Term Sheet and Special FactorsSection 3. Purpose of the Offer and Plans for Akcea is incorporated herein by reference.
(2)(v) The information set forth in the Schedule 14D-9 under the heading Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with the Companys Directors and Executive Officers is incorporated herein by reference.
(2)(vi) Not applicable.
(2)(vii) The information set forth in the Offer to Purchase under the heading The Tender OfferSection 15. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger is incorporated herein by reference.
(c) Different Terms
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and Agreements and Item 8. Additional InformationNamed Executive Officer Golden Parachute Compensation is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, Special FactorsSection 4. Interests of Certain Persons in the Offer and Special FactorsSection 4. Related Party Transactions is incorporated herein by reference.
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(d) Appraisal Rights
The information set forth in the Schedule 14D-9 under the headings Item 8. Additional InformationAppraisal Rights and Annex CSection 262 of the General Corporation Law of the State of Delaware is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferCertain Legal Matters; Regulatory Approvals and Schedule B Section 262 of the General Corporation Law of the State of Delaware is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders
The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.
(f) Eligibility for Listing or Trading
Not applicable.
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(a) Transactions
The information set forth in the Schedule 14D-9 under the heading Item 3. Past Contacts, Transactions, Negotiations and Agreements is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading Special FactorsSection 6. Related Party Transactions is incorporated herein by reference.
(b)(c) Significant Corporate Events; Negotiations or Contacts
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and Agreements, Item 4. The Solicitation or Recommendation and Item 5. Person/Assets, Retained, Employed, Compensated or Used is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background of the Offer; Contacts with Akcea, Special FactorsSection 4. Interests of Certain Persons in the Offer, Special FactorsSection 6. Related Party Transactions and Special FactorsSection 10. Materials Prepared by Parents Financial Advisors is incorporated herein by reference.
(e) Agreements Involving the Subject Companys Securities
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonTender Offer and Merger and Item 3. Past Contacts, Transactions, Negotiations and Agreements is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 6. Related Party Transactions, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 20. Summary of the Merger Agreement and Certain Other Agreements is incorporated herein by reference.
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Item 6. | Purposes of the Transaction and Plans or Proposals. |
(b) Use of Securities Acquired
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, Special FactorsSection 3. Purpose of the Offer and Plans for Akcea, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 17. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations is incorporated herein by reference.
(c)(1)(8) Plans
The information set forth in the Schedule 14D-9 under the heading Item 2. Tender Offer and the Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, Special FactorsSection 3. Purpose of the Offer and Plans for Akcea, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 17. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations is incorporated herein by reference.
Item 7. | Purposes, Alternatives, Reasons and Effects. |
(a) Purposes
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger, Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger and Item 7. Purposes of the Transaction and Plans or Proposals is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, Special FactorsSection 1. Background of the Offer; Contacts with Akcea and Special FactorsSection 3. Purpose of the Offer and Plans for Akcea is incorporated herein by reference.
(b) Alternatives
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background of the Offer; Contacts with Akcea and Special FactorsSection 3. Purpose of the Offer and Plans for Akcea is incorporated herein by reference.
(c) Reasons
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
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The information set forth in the Offer to Purchase under the headings Special FactorsSection 1. Background of the Offer; Contacts with Akcea and Special FactorsSection 3. Purpose of the Offer and Plans for Akcea is incorporated herein by reference.
(d) Effects
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with the Companys Directors and Executive Officers, Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger, Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger and Item 8. Additional Information is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, Special FactorsSection 3. Purpose of the Offer and Plans for Akcea, The Tender OfferSection 11. Terms of the Offer, The Tender OfferSection 15. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger and The Tender OfferSection 17. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations is incorporated herein by reference.
Item 8. | Fairness of the Transaction. |
(a) Fairness
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
(b) Factors Considered in Determining Fairness
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or Recommendation, Annex BOpinion of Cowen and Company, LLC and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.
(c) Approval of Security Holders
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing PersonTender Offer and Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings Summary Term Sheet, The Tender OfferSection 11. Terms of the Offer and The Tender OfferSection 22. Conditions of the Offer is incorporated herein by reference.
(d) Unaffiliated Representative
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the
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Board; Fairness of the Offer and the Merger is incorporated herein by reference. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction.
(e) Approval of Directors
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
(f) Other Offers
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationBackground of the Offer and the Merger and Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference.
Item 9. | Reports, Opinions, Appraisals and Negotiations |
(a)(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
The information set forth in Annex BOpinion of Cowen and Company, LLC attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings Item 4. The Solicitation or Recommendation, Item 5. Persons/Assets Retained, Employed, Compensated or Used and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.
(c) Availability of Documents
The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Companys principal executive offices located at 22 Boston Wharf Road, 9th Floor, Boston, MA 02210, during regular business hours, by any interested stockholder of the Company or a representative of such interested stockholder who has been so designated in writing by such interested stockholder.
Item 10. | Source and Amounts of Funds or Other Consideration. |
(a)(b) Source of Funds; Conditions
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 21. Source and Amount of Funds is incorporated herein by reference.
(c) Expenses
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationOpinion of Cowen and Company, LLC, Financial Advisor to the Affiliate Transactions Committee and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading The Tender OfferSection 25. Fees and Expenses is incorporated herein by reference.
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(d) Borrowed Funds
Not applicable.
Item 11. | Interest in Securities of the Subject Company |
(a) Securities Ownership
The information set forth in Schedule 14D-9 under the heading Item 3. Past Contacts, Transactions, Negotiations and Agreements is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings Special FactorsSection 5. Transactions and Arrangements Concerning the Shares, Special FactorsSection 6. Related Party Transactions and Schedule A Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference.
(b) Securities Transactions
The information set forth in Schedule 14D-9 under the heading Item 6. Interest in Securities of the Subject Company is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading Special FactorsSection 5. Transactions and Arrangements Concerning the Shares is incorporated herein by reference.
Item 12. | The Solicitation or Recommendation. |
(d) Intent to Tender or Vote in a Going-Private Transaction
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationIntent to Tender is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading Special FactorsSection 5. Transactions and Arrangements Concerning the Shares is incorporated herein by reference.
(e) Recommendations of Others
The information set forth in the Schedule 14D-9 under the heading Item 4. The Solicitation or RecommendationReasons for the Recommendation of the Affiliate Transactions Committee and the Board; Fairness of the Offer and the Merger is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading Special FactorsSection 9. Recommendation by the Affiliate Transactions Committee and the Board of Directors of Akcea is incorporated herein by reference.
Item 13. | Financial Statements. |
(a) Financial Information
The audited financial statements of the Company as of and for the fiscal years ended December 31, 2018, and December 31, 2019, are incorporated herein by reference to Item 8 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 2, 2020. The unaudited consolidated financial statements of the Company for the three months ended March 31, 2020, are incorporated herein by reference to Item 1 of Part 1 of the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the SEC on August 5, 2020.
The information set forth in the Offer to Purchase under the heading The Tender OfferSection 18. Certain Information Concerning AkceaHistorical Selected Financial Information is incorporated herein by reference.
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(b) Pro Forma Information
Not applicable.
Item 14. | Persons/Assets Retained, Employed, Compensated or Used |
(a) Solicitations or Recommendations
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationOpinion of Cowen and Company, LLC, Financial Advisor to the Affiliate Transactions Committee and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading The Tender OfferSection 25. Fees and Expenses with respect to the persons employed or retained by Ionis is incorporated herein by reference.
(b) Employees and Corporate Assets
The information set forth in the Schedule 14D-9 under the headings Item 4. The Solicitation or RecommendationOpinion of Cowen and Company, LLC, Financial Advisor to the Affiliate Transactions Committee and Item 5. Persons/Assets Retained, Employed, Compensated or Used is incorporated herein by reference. is incorporated herein by reference.
Item 15. | Additional Information |
(b) Golden Parachute Payments
The information set forth in the Schedule 14D-9 under the headings Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with the Companys Directors and Executive OfficersGolden Parachute Compensation and Item 8. Additional InformationNamed Executive Officer Golden Parachute Compensation is incorporated herein by reference.
(c) Other Material Information
The information set forth in the Schedule 14D-9 under the heading Item 8. Additional Information is incorporated herein by reference.
Item 16. | Exhibits. |
The following Exhibits are filed herewith:
(a)(1)(A) |
Offer to Purchase dated September 14, 2020 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO filed by Ionis and Purchaser on September 14, 2020). | |
(a)(1)(B) |
Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO). | |
(a)(1)(C) |
Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO). | |
(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO). | |
(a)(1)(E) |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO). | |
(a)(1)(F) |
Summary Advertisement, published September 14, 2020 in The New York Times (incorporated by reference to Exhibit (a)(1)(vi) to the Schedule TO). |
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(a)(1)(G) |
Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 14, 2020) | |
(a)(5)(A) |
Joint Press Release issued by Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc. on August 31, 2020 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on August 31, 2020). | |
(a)(5)(B) |
Letter, dated August 31, 2020, from Damien McDevitt, the Companys Chief Executive Officer, and B. Lynne Parshall, Chair of the Companys Board of Directors, to the Employees of the Company (incorporated by reference to the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed on August 31, 2020). | |
(b) |
Not applicable. | |
(c)(1) |
Opinion of Cowen and Company LLC, dated August 30, 2020 (incorporated by reference to Annex B attached to the Companys Solicitation/Recommendation Statement on Form 14D-9 filed on September 14, 2020). | |
(c)(2)# |
Presentation titled Project Avalanche Presentation to the Affiliate Transactions Committee, dated August 19, 2020, of Cowen and Company, LLC to the Affiliate Transactions Committee of the Board of Directors of the Company. | |
(c)(3)# |
Presentation titled Project Avalanche Presentation to the Affiliate Transactions Committee, dated August 29, 2020, of Cowen and Company, LLC to the Affiliate Transactions Committee of the Board of Directors of the Company. | |
(c)(4)# |
Presentation titled Project Avalanche Presentation to the Affiliate Transactions Committee, dated August 30, 2020, of Cowen and Company, LLC to the Affiliate Transactions Committee of the Board of Directors of the Company. | |
(c)(5)# |
Presentation titled Project Avalanche Final Document, dated August 14, 2020, of ClearView Healthcare Partners LLC to the Affiliate Transactions Committee of the Board of Directors of the Company. | |
(d)(1) |
Agreement and Plan of Merger, by and among Akcea Therapeutics, Inc., Ionis Pharmaceuticals, Inc. and Avalanche Merger Sub, Inc., dated August 30, 2020 (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on August 31, 2020). | |
(d)(2) |
Non-Disclosure Agreement, by and between Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated July 17, 2020 (incorporated by reference to Exhibit (e)(2) to the Companys Solicitation/Recommendation Statement on Form 14D-9 filed on September 14, 2020) | |
(d)(3) |
Senior Unsecured Line of Credit Agreement, by and between Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated January 18, 2017 (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1 filed on March 27, 2017) | |
(d)(4) |
Development, Commercialization, Collaboration, and License Agreement, by and between Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated March 14, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 15, 2018) | |
(d)(5) |
Stock Purchase Agreement by and between Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated March 14, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on March 15, 2018) | |
(d)(6)# |
Development, Commercialization and License Agreement by and among Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated December 18, 2015 (incorporated by reference to Exhibit 10.4 to the Companys Registration Statement on Form S-1 filed on March 27, 2017) | |
(d)(7)# |
Strategic Collaboration, Option and License Agreement by and among Akcea Therapeutics, Inc. and Novartis Pharma AG, dated January 5, 2017 (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form S-1 filed on March 27, 2017) | |
(d)(8)# |
Letter Agreement regarding Development, Commercialization and License Agreement between Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated January 18, 2017 (incorporated by reference to Exhibit 10.15 to the Companys Registration Statement on Form S-1 filed on March 27, 2017) |
13
(d)(9) |
Stock Purchase Agreement by and among Akcea Therapeutics, Inc., Ionis Pharmaceuticals, Inc. and Novartis Pharma AG, dated January 5, 2017 (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1 filed on March 27, 2017) | |
(d)(10) |
License Agreement by and among Akcea Therapeutics, Inc. and Pfizer Inc. dated October 4, 2019 (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed on March 2, 2020) | |
(d)(11)# |
Collaboration and License Agreement by and among Akcea Therapeutics, Inc. and PTC Therapeutics International Limited, dated August 1, 2018 (incorporated by reference to Exhibit 10.1 on the Companys Quarterly Report on Form 10-Q filed on November 6, 2018) | |
(d)(12) |
Amended and Restated Services Agreement by and among Akcea Therapeutics, Inc. and Ionis Pharmaceuticals Inc., dated March 14, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on March 15, 2018) | |
(d)(13) |
Amended and Restated Investor Rights Agreement by and among Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated March 14, 2018 (incorporated by reference to exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 15, 2018) | |
(d)(14) |
Operating Sublease Agreement by and among Akcea Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., dated November 12, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K filed March 1, 2019) | |
(d)(15) |
Akcea Therapeutics, Inc. 2015 Equity Incentive Plan, as amended and Form of Award Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 23, 2018) | |
(d)(16) |
Akcea Therapeutics, Inc. 2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 23, 2018) | |
(d)(17) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and Damien McDevitt, dated September 19, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 23, 2019) | |
(d)(18) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and William Andrews, dated July 9, 2020 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 9, 2020) | |
(d)(19) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and Alex Howarth, dated December 2, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 4, 2019) | |
(d)(20) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and Kyle Jenne, dated October 21, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on October 23, 2019) | |
(d)(21) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and Joshua F. Patterson, dated December 13, 2018 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Exhibit 8-K filed on March 11, 2020) | |
(d)(22) |
Severance Benefit Agreement, by and between Akcea Therapeutics, Inc. and Michael D. Price, dated May 18, 2020 (incorporated by reference Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 18, 2020) | |
(d)(23) |
Strategic Advisory Services Agreement, by and between Akcea Therapeutics, Inc. and B. Lynne Parshall, dated January 8, 2020 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 6, 2020) | |
(d)(24) |
Akcea Therapeutics, Inc. Information Statement Pursuant to Section 14(c) of the Exchange Act, filed March 4, 2020 (incorporated by reference) |
14
(d)(25) |
Amended and Restated Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on May 7, 2018) | |
(d)(26) |
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed on July 19, 2017) | |
(d)(27) |
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-1 filed on April 10, 2017) | |
(f) |
Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex C of the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 14, 2020) | |
(g) |
Not applicable. | |
# |
Confidential treatment has been requested or granted for certain information contained in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission. |
15
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2020 | AKCEA THERAPEUTICS, INC. | |||||
By: | /s/ DAMIEN MCDEVITT | |||||
Name: Damien McDevitt, Ph.D Title: Chief Executive Officer |
16
Exhibit (c)(2) PRELIMINARY MATERIALS – CONFIDENTIAL Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 19, 2020 For Affiliate Transactions Committee Use OnlyExhibit (c)(2) PRELIMINARY MATERIALS – CONFIDENTIAL Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 19, 2020 For Affiliate Transactions Committee Use Only
PRELIMINARY MATERIALS – CONFIDENTIAL Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 19, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee. This presentation and the information contained herein has been prepared in order to assist the Affiliate Transactions Committee in evaluating, on a preliminary basis, the feasibility of a possible transaction with ISLANDERS. Cowen expresses no view as to the Committee’s underlying business decision to effect any such possible transaction, the relative merits of any such possible transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of any such possible transaction or any agreement, arrangement or understanding entered into in connection with any such possible transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by AVALANCHE (“Company Forecasts”) or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of any such possible transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to any such possible transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of any such possible transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. For Affiliate Transactions Committee Use Only 2PRELIMINARY MATERIALS – CONFIDENTIAL Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 19, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee. This presentation and the information contained herein has been prepared in order to assist the Affiliate Transactions Committee in evaluating, on a preliminary basis, the feasibility of a possible transaction with ISLANDERS. Cowen expresses no view as to the Committee’s underlying business decision to effect any such possible transaction, the relative merits of any such possible transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of any such possible transaction or any agreement, arrangement or understanding entered into in connection with any such possible transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by AVALANCHE (“Company Forecasts”) or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of any such possible transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to any such possible transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of any such possible transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. For Affiliate Transactions Committee Use Only 2
PRELIMINARY MATERIALS – CONFIDENTIAL 1. AVALANCHE PUBLIC MARKET PERSPECTIVES 4 TABLE OF CONTENTS 2. FINANCIAL ANALYSIS 11 3. APPENDIX 22 3PRELIMINARY MATERIALS – CONFIDENTIAL 1. AVALANCHE PUBLIC MARKET PERSPECTIVES 4 TABLE OF CONTENTS 2. FINANCIAL ANALYSIS 11 3. APPENDIX 22 3
PRELIMINARY MATERIALS – CONFIDENTIAL 1. AVALANCHE PUBLIC MARKET PERSPECTIVESPRELIMINARY MATERIALS – CONFIDENTIAL 1. AVALANCHE PUBLIC MARKET PERSPECTIVES
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/17/20): $11.51 (a) • 52-Week Range: $8.00 – $22.79 • 20-Day VWAP: $11.61 1/22/20 — Announced topline results from the Phase 2 trial for APOCIII-L in Rx (Price, USD) (Volume, mm) hypertriglyceridemia with CVD risk 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 9/23/19 — Announced departure of CEO, hypertriglyceridemia, type 2 diabetes and NAFLD President and COO and elected Michael Yang and Joseph Klein as new Board members 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing agreement results for Q1:2020 with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.51 1/10/20 — Announced initiation of the CARDIO-TTRansform Phase 11/5/19 — 10.00 3 trial for TTR-L in ATTR Rx Announced earnings cardiomyopathy results for Q3:2019 0.50 5.00 0.00 0.00 8/17/20 8/19/19 10/18/19 12/17/19 2/15/20 4/15/20 6/14/20 8/13/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 17, 2020. (a) 52-week range represents high and low of intraday trading prices. 5AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/17/20): $11.51 (a) • 52-Week Range: $8.00 – $22.79 • 20-Day VWAP: $11.61 1/22/20 — Announced topline results from the Phase 2 trial for APOCIII-L in Rx (Price, USD) (Volume, mm) hypertriglyceridemia with CVD risk 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 9/23/19 — Announced departure of CEO, hypertriglyceridemia, type 2 diabetes and NAFLD President and COO and elected Michael Yang and Joseph Klein as new Board members 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing agreement results for Q1:2020 with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.51 1/10/20 — Announced initiation of the CARDIO-TTRansform Phase 11/5/19 — 10.00 3 trial for TTR-L in ATTR Rx Announced earnings cardiomyopathy results for Q3:2019 0.50 5.00 0.00 0.00 8/17/20 8/19/19 10/18/19 12/17/19 2/15/20 4/15/20 6/14/20 8/13/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 17, 2020. (a) 52-week range represents high and low of intraday trading prices. 5
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +28.0% 125 110 NBI (a) Peer Index +1.8% 100 (1.3)% 95 (a) Peer Index (6.3)% 75 80 AVALANCHE AVALANCHE (47.6)% (22.1)% 50 25 65 08/19/19 12/18/19 04/17/20 08/17/20 05/18/20 06/17/20 07/17/20 08/17/20 Source: Capital IQ as of August 17, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, GW Pharmaceuticals, PTC Therapeutics, Zogenix and Esperion. 6AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +28.0% 125 110 NBI (a) Peer Index +1.8% 100 (1.3)% 95 (a) Peer Index (6.3)% 75 80 AVALANCHE AVALANCHE (47.6)% (22.1)% 50 25 65 08/19/19 12/18/19 04/17/20 08/17/20 05/18/20 06/17/20 07/17/20 08/17/20 Source: Capital IQ as of August 17, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, GW Pharmaceuticals, PTC Therapeutics, Zogenix and Esperion. 6
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 93.3% 100.0% 55.5% 50.0 31.6% 9.2% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 6.167 21.166 37.159 62.469 66.974 Shares (mm) (a) % of Total Shares 0.0% 6.1% 20.8% 36.6% 61.5% 65.9% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 64.5% 50.0 28.7% 9.9% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 1.756 5.110 11.481 17.426 17.797 Shares (mm) (a) % of Total Shares 0.0% 1.7% 5.0% 11.3% 17.2% 17.5% Source: Capital IQ as of August 17, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of July 29, 2020, per latest Company filing. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm and 101.5mm as of August 1, 2019, October 31,2019, February 20, 2020 and April 29, 2020, respectively. Actual percentages are higher than those shown 7 because of a lower number of shares outstanding at various dates throughout the period.AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 93.3% 100.0% 55.5% 50.0 31.6% 9.2% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 6.167 21.166 37.159 62.469 66.974 Shares (mm) (a) % of Total Shares 0.0% 6.1% 20.8% 36.6% 61.5% 65.9% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 64.5% 50.0 28.7% 9.9% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 1.756 5.110 11.481 17.426 17.797 Shares (mm) (a) % of Total Shares 0.0% 1.7% 5.0% 11.3% 17.2% 17.5% Source: Capital IQ as of August 17, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of July 29, 2020, per latest Company filing. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm and 101.5mm as of August 1, 2019, October 31,2019, February 20, 2020 and April 29, 2020, respectively. Actual percentages are higher than those shown 7 because of a lower number of shares outstanding at various dates throughout the period.
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Summary of Wall Street Valuation Perspectives Price Target Valuation Rating Price Target As Of Methodology Buy 12/20/19 Prob-adjusted SOTP fwd. sales multiple $41 Outperform 08/04/20 Prob-adjusted wholeco NPV $26 Overweight 10/07/19 Prob-adjusted SOTP NPV $25 Hold 08/05/20 Prob-adjusted wholeco NPV $16 Market Perform NA NA NA Mean: $27.00 Source: Wall Street research. 8AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Summary of Wall Street Valuation Perspectives Price Target Valuation Rating Price Target As Of Methodology Buy 12/20/19 Prob-adjusted SOTP fwd. sales multiple $41 Outperform 08/04/20 Prob-adjusted wholeco NPV $26 Overweight 10/07/19 Prob-adjusted SOTP NPV $25 Hold 08/05/20 Prob-adjusted wholeco NPV $16 Market Perform NA NA NA Mean: $27.00 Source: Wall Street research. 8
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020E – 2024E (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3E’20 Q4E’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020E 2021E 2022E 2023E 2024E AVALANCHE Product Revenue Estimates ($mm) 2020E 2021E 2022E 2023E 2024E AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 17, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 9 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020E – 2024E (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3E’20 Q4E’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020E 2021E 2022E 2023E 2024E AVALANCHE Product Revenue Estimates ($mm) 2020E 2021E 2022E 2023E 2024E AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 17, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 9 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx
AVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020E – 2024E (US$ in millions) Tegsedi Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E Rx AVALANCHE ------ $7 (c) BMO - - - - - 354 817 PN / Mixed - - - - - 222 285 CM / WT - - - - - 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo - - - - - 904 913 Source: Wall Street research as of August 17, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 10 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020E – 2024E (US$ in millions) Tegsedi Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3E’20 Q4E’20 ‘20E ‘21E ‘22E ‘23E ‘24E Rx AVALANCHE ------ $7 (c) BMO - - - - - 354 817 PN / Mixed - - - - - 222 285 CM / WT - - - - - 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo - - - - - 904 913 Source: Wall Street research as of August 17, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 10 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx Rx
PRELIMINARY MATERIALS – CONFIDENTIAL 2. FINANCIAL ANALYSISPRELIMINARY MATERIALS – CONFIDENTIAL 2. FINANCIAL ANALYSIS
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date• 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid period convention Methodology • Sum-of-the-parts approach, no terminal value Discount Rate • 11.0% - 13.0% 12FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date• 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid period convention Methodology • Sum-of-the-parts approach, no terminal value Discount Rate • 11.0% - 13.0% 12
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1,494.2 $1,441.0 $1,411.8 $1,387.1 1,400 $1,326.7 $1,233.9 1,200 $1,060.6 $1,079.0 $1,041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 200 $142.0 $130.8 $84.4 $54.2 0 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (a) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 13 (a) Excludes ISLANDERS net revenue share in TTR-L Rx.FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1,494.2 $1,441.0 $1,411.8 $1,387.1 1,400 $1,326.7 $1,233.9 1,200 $1,060.6 $1,079.0 $1,041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 200 $142.0 $130.8 $84.4 $54.2 0 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (a) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 13 (a) Excludes ISLANDERS net revenue share in TTR-L Rx.
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.1) ($50.6) (100) 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. Note: Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 14FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.1) ($50.6) (100) 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. Note: Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 14
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies AVALANCHE Current (Aug. 17, 2020) $11.51 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $14.00 $11.65 st rd 1 – 3 Quartile of EV / Peak Revenue Multiple (c) SELECTED PUBLIC COMPANIES : $6.10 $8.58 st rd 1 – 3 Quartile of EV / CY2022E Revenue Multiple (d) NET PRESENT VALUE ANALYSIS : $16.22 $19.62 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 17, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.2mm options with a weighted average exercise price of $18.68, 1.5mm restricted stock units and 40,000 Employee Stock Purchase Plan (ESPP) as of August 11, 2020, per AVALANCHE. a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037E net revenue post ISLANDERS’ share of revenue in TTR-L Rx. c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022E revenue . d) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 15FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies AVALANCHE Current (Aug. 17, 2020) $11.51 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $14.00 $11.65 st rd 1 – 3 Quartile of EV / Peak Revenue Multiple (c) SELECTED PUBLIC COMPANIES : $6.10 $8.58 st rd 1 – 3 Quartile of EV / CY2022E Revenue Multiple (d) NET PRESENT VALUE ANALYSIS : $16.22 $19.62 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 17, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.2mm options with a weighted average exercise price of $18.68, 1.5mm restricted stock units and 40,000 Employee Stock Purchase Plan (ESPP) as of August 11, 2020, per AVALANCHE. a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037E net revenue post ISLANDERS’ share of revenue in TTR-L Rx. c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022E revenue . d) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 15
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value /Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.65 — $14.00 Selected Public Companies (d) TEV / 2022 Forward Revenue Multiple $83.9 3.3x — 6.4x $279.1 — $534.5 $350.0 $629.1 — $884.5 $6.10 — $8.58 Net Present Value Analysis (e) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.22 — $19.62 Source: Capital IQ and public Company filings as of August 17, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.2mm options with a weighted average exercise price of $18.68, 1.5mm restricted stock units and 40,000 Employee Stock Purchase Plan (ESPP) as of August 11, 2020, per AVALANCHE. a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments . b) Estimated September 30, 2019 net cash balance of $350.0mm per AVALANCHE. c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037E net revenue post ISLANDERS’ share of revenue in TTR-L Rx. d) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022E revenue . e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 16FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value /Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.65 — $14.00 Selected Public Companies (d) TEV / 2022 Forward Revenue Multiple $83.9 3.3x — 6.4x $279.1 — $534.5 $350.0 $629.1 — $884.5 $6.10 — $8.58 Net Present Value Analysis (e) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.22 — $19.62 Source: Capital IQ and public Company filings as of August 17, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.2mm options with a weighted average exercise price of $18.68, 1.5mm restricted stock units and 40,000 Employee Stock Purchase Plan (ESPP) as of August 11, 2020, per AVALANCHE. a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments . b) Estimated September 30, 2019 net cash balance of $350.0mm per AVALANCHE. c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037E net revenue post ISLANDERS’ share of revenue in TTR-L Rx. d) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022E revenue . e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 16
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.39 $17.81 $2.24 $3.60 $14.41 ($0.39) 15.00 ($0.66) ($1.86) $5.28 10.00 $6.20 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 17FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.39 $17.81 $2.24 $3.60 $14.41 ($0.39) 15.00 ($0.66) ($1.86) $5.28 10.00 $6.20 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 17
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary I Impact of broader adoption as standard of care in the unique t patient population Impact of I lower than anticipated focus on treating e established CVD population Impact of I the rate of price inflation I Impact of additional Ph2b risk in identifying more s suitable dose Impact of I increased utilization amongst e established high-risk primary prevention patients o or competitor achieves stronger data package I Impact of a change of price potential I Impact of a 100,000 change in ATTR CM p prevalence in the U.S and EU each I Impact of share in global development costs for T TTR-L from 25%/75% to 40%/60% I Impact of a +/-1% change in WACC Source: AVALANCHE and Cowen assumptions. 18 FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary I Impact of broader adoption as standard of care in the unique t patient population Impact of I lower than anticipated focus on treating e established CVD population Impact of I the rate of price inflation I Impact of additional Ph2b risk in identifying more s suitable dose Impact of I increased utilization amongst e established high-risk primary prevention patients o or competitor achieves stronger data package I Impact of a change of price potential I Impact of a 100,000 change in ATTR CM p prevalence in the U.S and EU each I Impact of share in global development costs for T TTR-L from 25%/75% to 40%/60% I Impact of a +/-1% change in WACC Source: AVALANCHE and Cowen assumptions. 18
PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) Commercial As % of Enterprise EV / (a) (b) Company Name Stock Price 52-Week High Market Cap Value CY 2022E Revenue Launch Year Global Blood Therapeutics $64.97 74.2% $4,229 $3,730 6.6x 2020 Amicus Therapeutics 14.91 92.4% 4,076 3,928 8.1x 2018 PTC Therapeutics 50.44 84.2% 3,637 4,013 5.7x 2017 GW Pharmaceuticals 109.87 70.0% 3,541 3,064 3.1x 2018 Zogenix 25.16 44.0% 1,406 1,016 4.1x 2020 (c) Esperion 33.38 43.4% 945 644 2.7x 2020 1st Quartile 50.5% 3.3x Median 72.1% 4.9x 3rd Quartile 81.7% 6.4x Source: Market data per Capital IQ as of August 17, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. b) Represents launch year for first commercial launch in the United States. 19 c) Revenue underlying multiple based on median of revenue estimates for CY 2022, per Cowen, Northland and JP Morgan researchPRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) Commercial As % of Enterprise EV / (a) (b) Company Name Stock Price 52-Week High Market Cap Value CY 2022E Revenue Launch Year Global Blood Therapeutics $64.97 74.2% $4,229 $3,730 6.6x 2020 Amicus Therapeutics 14.91 92.4% 4,076 3,928 8.1x 2018 PTC Therapeutics 50.44 84.2% 3,637 4,013 5.7x 2017 GW Pharmaceuticals 109.87 70.0% 3,541 3,064 3.1x 2018 Zogenix 25.16 44.0% 1,406 1,016 4.1x 2020 (c) Esperion 33.38 43.4% 945 644 2.7x 2020 1st Quartile 50.5% 3.3x Median 72.1% 4.9x 3rd Quartile 81.7% 6.4x Source: Market data per Capital IQ as of August 17, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. b) Represents launch year for first commercial launch in the United States. 19 c) Revenue underlying multiple based on median of revenue estimates for CY 2022, per Cowen, Northland and JP Morgan research
PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. 20 a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method.PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. 20 a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method.
FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Case Year 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $ 154.9 $ 322.9 $405.5 $447.2 $487.2 $525.6 $ 565.5 $607.1 $649.2 $ 692.3 $346.2 $ 173.1 $86.5 AVALANCHE Royalty Revenue 4 .2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1 ,144.0 1,310.7 1,392.8 1 ,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $ 281.9 $531.8 $ 911.5 $1,234.4 $1,445.0 $1,631.2 $1,836.3 $1,958.3 $2,033.4 $2,095.1 $2,155.0 $1,746.3 $1,552.5 $1,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4 .0 4 .0 3.5 3.5 3 .5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $ 232.8 $231.5 $232.9 $ 282.2 $770.9 $1,178.1 $1,491.7 $1,567.1 $1,861.6 $2,004.8 $1,958.3 $2,033.4 $2,095.1 $2,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3.2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) ( 593.1) (631.6) (646.3) ( 654.1) ( 660.8) ( 667.3) ( 673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $ 142.0 $ 204.8 $ 149.4 $ 130.8 $ 172.7 $485.5 $840.9 $1,041.1 $1,060.6 $1,233.9 $1,411.8 $1,326.7 $1,387.1 $1,441.0 $1,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7.2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7.2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2 .7 (12.4) 7 .1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $ 108.9 ( $85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $ 679.6 $ 714.9 $ 700.2 $931.9 $ 906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $ 465.6 Taxes - (10.2) (1.0) (0.7) (0.5) (5.2) (3.9) (5.0) (21.3) (80.0) ( 165.8) ( 172.8) ( 168.5) (226.1) ( 219.5) ( 228.1) ( 235.1) (241.8) ( 197.8) ( 176.1) ( 115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0 .5 (0.1) (2.2) (1.4) (1.1) (7.5) (16.0) (26.7) (11.7) (5.9) (6.7) (5.9) (6.2) (6.4) (6.5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 103.14 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.81 Price per Share: $19.62 $18.68 $17.81 $16.99 $16.22 Source: AVALANCHE as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% 21 and an ex-U.S. average tax rate of 15.0%.FINANCIAL ANALYSIS PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Case Year 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $ 154.9 $ 322.9 $405.5 $447.2 $487.2 $525.6 $ 565.5 $607.1 $649.2 $ 692.3 $346.2 $ 173.1 $86.5 AVALANCHE Royalty Revenue 4 .2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1 ,144.0 1,310.7 1,392.8 1 ,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $ 281.9 $531.8 $ 911.5 $1,234.4 $1,445.0 $1,631.2 $1,836.3 $1,958.3 $2,033.4 $2,095.1 $2,155.0 $1,746.3 $1,552.5 $1,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4 .0 4 .0 3.5 3.5 3 .5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $ 232.8 $231.5 $232.9 $ 282.2 $770.9 $1,178.1 $1,491.7 $1,567.1 $1,861.6 $2,004.8 $1,958.3 $2,033.4 $2,095.1 $2,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3.2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) ( 593.1) (631.6) (646.3) ( 654.1) ( 660.8) ( 667.3) ( 673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $ 142.0 $ 204.8 $ 149.4 $ 130.8 $ 172.7 $485.5 $840.9 $1,041.1 $1,060.6 $1,233.9 $1,411.8 $1,326.7 $1,387.1 $1,441.0 $1,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7.2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7.2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2 .7 (12.4) 7 .1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $ 108.9 ( $85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $ 679.6 $ 714.9 $ 700.2 $931.9 $ 906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $ 465.6 Taxes - (10.2) (1.0) (0.7) (0.5) (5.2) (3.9) (5.0) (21.3) (80.0) ( 165.8) ( 172.8) ( 168.5) (226.1) ( 219.5) ( 228.1) ( 235.1) (241.8) ( 197.8) ( 176.1) ( 115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0 .5 (0.1) (2.2) (1.4) (1.1) (7.5) (16.0) (26.7) (11.7) (5.9) (6.7) (5.9) (6.2) (6.4) (6.5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 103.14 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.81 Price per Share: $19.62 $18.68 $17.81 $16.99 $16.22 Source: AVALANCHE as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% 21 and an ex-U.S. average tax rate of 15.0%.
PRELIMINARY MATERIALS – CONFIDENTIAL 3. APPENDIXPRELIMINARY MATERIALS – CONFIDENTIAL 3. APPENDIX
PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,229 $3,730 1.29 1.29 Amicus Therapeutics, Inc. 4,076 3,928 1.39 1.39 GW Pharmaceuticals plc 3,541 3,064 0.95 0.95 PTC Therapeutics, Inc. 3,642 4,018 1.21 1.12 Zogenix, Inc. 1,407 1,016 1.10 1.10 Esperion Therapeutics, Inc. 945 644 1.25 1.25 Mean 1.18 Median 1.18 AVALANCHE 1.56 1.18 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Cost of Debt Debt / Total Capitalization 30.00% 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.19% Risk Free Rate 1.19% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.56 (d) Size Premium 1.47% Cost of Equity 13.82% Weighted Average Cost of Capital 12.03% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 17, 2020. a) 5-year daily adjusted beta per Bloomberg as of August 17, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. b) Per AVALANCHE as of August 17, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 17, 2020. 23 d) Per Duff & Phelps 2020 Valuation Handbook. e) Per Cowen estimates.PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,229 $3,730 1.29 1.29 Amicus Therapeutics, Inc. 4,076 3,928 1.39 1.39 GW Pharmaceuticals plc 3,541 3,064 0.95 0.95 PTC Therapeutics, Inc. 3,642 4,018 1.21 1.12 Zogenix, Inc. 1,407 1,016 1.10 1.10 Esperion Therapeutics, Inc. 945 644 1.25 1.25 Mean 1.18 Median 1.18 AVALANCHE 1.56 1.18 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Cost of Debt Debt / Total Capitalization 30.00% 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.19% Risk Free Rate 1.19% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.56 (d) Size Premium 1.47% Cost of Equity 13.82% Weighted Average Cost of Capital 12.03% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 17, 2020. a) 5-year daily adjusted beta per Bloomberg as of August 17, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. b) Per AVALANCHE as of August 17, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 17, 2020. 23 d) Per Duff & Phelps 2020 Valuation Handbook. e) Per Cowen estimates.
APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — U.S. NOL Tax Benefit Year 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ( $92.3) ($55.3) ( $53.2) $17.7 $43.0 $50.5 $ 221.9 $314.3 $ 638.7 $655.7 $634.6 $863.1 $ 835.0 $868.1 $894.6 $920.5 $ 769.4 $694.1 $ 457.4 State Taxes - (5.2) - - - (0.9) (2.2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ( $92.3) ( $55.3) ($53.2) $16.8 $40.8 $48.0 $210.7 $ 298.4 $606.4 $ 622.5 $602.5 $819.4 $ 792.8 $ 824.1 $ 849.3 $ 873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8 .5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8 .5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ( $91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ( $20.1) ($76.8) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.54 - - - $2.83 $6.86 $8.06 $35.39 $1.80 - - - - - - - - - - - Discounted Free Cash Flow - $ 14.99 - - - $1.52 $3.23 $3.33 $12.82 $ 0.57 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using AVALANCHE’s Cost of Equity of 14.0% and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 24 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%.APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — U.S. NOL Tax Benefit Year 4Q 20 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ( $92.3) ($55.3) ( $53.2) $17.7 $43.0 $50.5 $ 221.9 $314.3 $ 638.7 $655.7 $634.6 $863.1 $ 835.0 $868.1 $894.6 $920.5 $ 769.4 $694.1 $ 457.4 State Taxes - (5.2) - - - (0.9) (2.2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ( $92.3) ( $55.3) ($53.2) $16.8 $40.8 $48.0 $210.7 $ 298.4 $606.4 $ 622.5 $602.5 $819.4 $ 792.8 $ 824.1 $ 849.3 $ 873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8 .5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8 .5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ( $91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ( $20.1) ($76.8) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.54 - - - $2.83 $6.86 $8.06 $35.39 $1.80 - - - - - - - - - - - Discounted Free Cash Flow - $ 14.99 - - - $1.52 $3.23 $3.33 $12.82 $ 0.57 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using AVALANCHE’s Cost of Equity of 14.0% and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 24 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%.
APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Diluted Share Count Components Dilution Diluted # (mm) Common 101.599 Restricted Stock Units 1.503 Employee Stock Purchase Plan (ESPP) 0.040 Total Options Outstanding (Treasury Stock Method) 0.000 Diluted shares 103.141 Options Outstanding # (mm) Strike Price ($) TSM Count # (mm) 10.225 $18.68 0.000 Source: AVALANCHE as of August 11, 2020. 25APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Diluted Share Count Components Dilution Diluted # (mm) Common 101.599 Restricted Stock Units 1.503 Employee Stock Purchase Plan (ESPP) 0.040 Total Options Outstanding (Treasury Stock Method) 0.000 Diluted shares 103.141 Options Outstanding # (mm) Strike Price ($) TSM Count # (mm) 10.225 $18.68 0.000 Source: AVALANCHE as of August 11, 2020. 25
APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $887.4 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 122.1 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.9 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.5 6.0% 84.2% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.9 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.8 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 92.0% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.4% 93.3% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.7 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.5 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 17, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 26 had 101,598,619 total common shares outstanding as of July 29, 2020, per latest Company filing. APPENDIX PRELIMINARY MATERIALS – CONFIDENTIAL AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $887.4 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 122.1 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.9 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.5 6.0% 84.2% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.9 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.8 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 92.0% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.4% 93.3% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.7 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.5 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 17, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 26 had 101,598,619 total common shares outstanding as of July 29, 2020, per latest Company filing.
PRELIMINARY MATERIALS – CONFIDENTIAL All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 27PRELIMINARY MATERIALS – CONFIDENTIAL All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 27
PRELIMINARY MATERIALS – CONFIDENTIAL Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. a) Values rounded to the nearest $10mm. 28 b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids.PRELIMINARY MATERIALS – CONFIDENTIAL Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. a) Values rounded to the nearest $10mm. 28 b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids.
PRELIMINARY MATERIALS – CONFIDENTIAL THANK YOUPRELIMINARY MATERIALS – CONFIDENTIAL THANK YOU
Exhibit (c)(3) CONFIDENTIAL – For Affiliate Transactions Committee Use Only Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 29, 2020Exhibit (c)(3) CONFIDENTIAL – For Affiliate Transactions Committee Use Only Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 29, 2020
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW 4 TABLE OF CONTENTS 2. AVALANCHE PUBLIC MARKET PERSPECTIVES 6 3. FINANCIAL ANALYSIS 13 4. APPENDIX 24 2CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW 4 TABLE OF CONTENTS 2. AVALANCHE PUBLIC MARKET PERSPECTIVES 6 3. FINANCIAL ANALYSIS 13 4. APPENDIX 24 2
CONFIDENTIAL – For Affiliate Transactions Committee Use Only Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 29, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee. This presentation and the information contained herein has been prepared in order to assist the Affiliate Transactions Committee in evaluating the feasibility of a proposed transaction with ISLANDERS. Cowen expresses no view as to the Committee’s underlying business decision to effect the proposed transaction, the relative merits of the proposed transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of the proposed transaction or any agreement, arrangement or understanding entered into in connection with the proposed transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared at the direction of and approved by the Committee or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of the proposed transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen, the Committee and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to the proposed transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of the proposed transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. 3CONFIDENTIAL – For Affiliate Transactions Committee Use Only Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 29, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee. This presentation and the information contained herein has been prepared in order to assist the Affiliate Transactions Committee in evaluating the feasibility of a proposed transaction with ISLANDERS. Cowen expresses no view as to the Committee’s underlying business decision to effect the proposed transaction, the relative merits of the proposed transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of the proposed transaction or any agreement, arrangement or understanding entered into in connection with the proposed transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared at the direction of and approved by the Committee or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of the proposed transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen, the Committee and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to the proposed transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of the proposed transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. 3
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEWCONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW
TRANSACTION OVERVIEW CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE – Summary of Offer (US$ in millions, except per share data) Premium / (Discount) (%) Implied WholeCo Implied WholeCo 20-Day (a) (b) Price per Share Equity Value Enterprise Value Current 8/28/20 VWAP Metrics $11.38 $11.39 Current $11.38 $1,179 $829 - (0.1%) Offer Price $18.15 1,900 1,550 59.5% 59.3% Source: Market data per Capital IQ and Bloomberg as of August 28, 2020. Closing as of the indicated day, except as otherwise noted. (a) Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 28, 2020, per AVALANCHE. (b) Based on estimated net cash balance of $350mm as of September 30, 2020 per AVALANCHE. 5TRANSACTION OVERVIEW CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE – Summary of Offer (US$ in millions, except per share data) Premium / (Discount) (%) Implied WholeCo Implied WholeCo 20-Day (a) (b) Price per Share Equity Value Enterprise Value Current 8/28/20 VWAP Metrics $11.38 $11.39 Current $11.38 $1,179 $829 - (0.1%) Offer Price $18.15 1,900 1,550 59.5% 59.3% Source: Market data per Capital IQ and Bloomberg as of August 28, 2020. Closing as of the indicated day, except as otherwise noted. (a) Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 28, 2020, per AVALANCHE. (b) Based on estimated net cash balance of $350mm as of September 30, 2020 per AVALANCHE. 5
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 2. AVALANCHE PUBLIC MARKET PERSPECTIVESCONFIDENTIAL – For Affiliate Transactions Committee Use Only 2. AVALANCHE PUBLIC MARKET PERSPECTIVES
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/28/20): $11.38 (a) • 52-Week Range: $8.00 – $22.79 1/22/20 — Announced topline results from • 20-Day VWAP: $11.39 the Phase 2 trial for APOCIII-L in Rx hypertriglyceridemia with CVD risk 9/23/19 — Announced departure of CEO, (Price, USD) (Volume, mm) President and COO and elected Michael Yang and Joseph Klein as new Board members 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 hypertriglyceridemia, type 2 diabetes and NAFLD 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing results for Q1:2020 agreement with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.38 11/5/19 — 1/10/20 — Announced initiation 10.00 Announced earnings of the CARDIO-TTRansform Phase results for Q3:2019 3 trial for TTR-L in ATTR Rx cardiomyopathy 0.50 5.00 0.00 0.00 8/28/19 10/28/19 12/28/19 2/27/20 4/28/20 6/28/20 8/28/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 28, 2020. (a) 52-week range represents high and low of intraday trading prices. 7AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/28/20): $11.38 (a) • 52-Week Range: $8.00 – $22.79 1/22/20 — Announced topline results from • 20-Day VWAP: $11.39 the Phase 2 trial for APOCIII-L in Rx hypertriglyceridemia with CVD risk 9/23/19 — Announced departure of CEO, (Price, USD) (Volume, mm) President and COO and elected Michael Yang and Joseph Klein as new Board members 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 hypertriglyceridemia, type 2 diabetes and NAFLD 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing results for Q1:2020 agreement with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.38 11/5/19 — 1/10/20 — Announced initiation 10.00 Announced earnings of the CARDIO-TTRansform Phase results for Q3:2019 3 trial for TTR-L in ATTR Rx cardiomyopathy 0.50 5.00 0.00 0.00 8/28/19 10/28/19 12/28/19 2/27/20 4/28/20 6/28/20 8/28/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 28, 2020. (a) 52-week range represents high and low of intraday trading prices. 7
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +29.2% 125 110 (a) Peer Index NBI 100 1.1% +0.6% 95 (a) Peer Index (8.6)% 75 AVALANCHE 80 (44.3)% AVALANCHE 50 (24.6)% 25 65 08/28/19 12/28/19 04/28/20 08/28/20 05/28/20 06/27/20 07/28/20 08/28/20 Source: Capital IQ as of August 28, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. 8AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +29.2% 125 110 (a) Peer Index NBI 100 1.1% +0.6% 95 (a) Peer Index (8.6)% 75 AVALANCHE 80 (44.3)% AVALANCHE 50 (24.6)% 25 65 08/28/19 12/28/19 04/28/20 08/28/20 05/28/20 06/27/20 07/28/20 08/28/20 Source: Capital IQ as of August 28, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. 8
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 94.3% 100.0% 57.0% 50.0 33.3% 11.1% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 7.478 22.477 38.470 63.643 67.471 Shares (mm) (a) % of Total Shares 0.0% 7.4% 22.1% 37.9% 62.6% 66.4% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 70.9% 50.0 36.2% 12.2% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 2.167 6.421 12.585 17.374 17.745 Shares (mm) (a) % of Total Shares 0.0% 2.1% 6.3% 12.4% 17.1% 17.5% Source: Capital IQ as of August 28, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of August 27, 2020, per AVALANCHE. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm, 101.5mm and 101.6mm as of August 1, 2019, October 31,2019, February 20, 2020, April 29, 2020 and July 29, 2020, respectively, per Company filings. Actual 9 percentages are higher than those shown because of a lower number of shares outstanding at various dates throughout the period.AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 94.3% 100.0% 57.0% 50.0 33.3% 11.1% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 7.478 22.477 38.470 63.643 67.471 Shares (mm) (a) % of Total Shares 0.0% 7.4% 22.1% 37.9% 62.6% 66.4% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 70.9% 50.0 36.2% 12.2% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 2.167 6.421 12.585 17.374 17.745 Shares (mm) (a) % of Total Shares 0.0% 2.1% 6.3% 12.4% 17.1% 17.5% Source: Capital IQ as of August 28, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of August 27, 2020, per AVALANCHE. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm, 101.5mm and 101.6mm as of August 1, 2019, October 31,2019, February 20, 2020, April 29, 2020 and July 29, 2020, respectively, per Company filings. Actual 9 percentages are higher than those shown because of a lower number of shares outstanding at various dates throughout the period.
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Summary of Wall Street Valuation Perspectives Valuation Rating Price Target Methodology Buy Prob-adjusted SOTP fwd. sales multiple $41 Outperform Prob-adjusted wholeco NPV $26 Overweight Prob-adjusted SOTP NPV $25 Hold Prob-adjusted wholeco NPV $16 Market Perform NA NA Mean: $27.00 Source: Wall Street research. 10AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Summary of Wall Street Valuation Perspectives Valuation Rating Price Target Methodology Buy Prob-adjusted SOTP fwd. sales multiple $41 Outperform Prob-adjusted wholeco NPV $26 Overweight Prob-adjusted SOTP NPV $25 Hold Prob-adjusted wholeco NPV $16 Market Perform NA NA Mean: $27.00 Source: Wall Street research. 10
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3P’20 Q4P’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020P 2021P 2022P 2023P 2024P AVALANCHE Product Revenue Estimates ($mm) 2020P 2021P 2022P 2023P 2024P AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 11 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3P’20 Q4P’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020P 2021P 2022P 2023P 2024P AVALANCHE Product Revenue Estimates ($mm) 2020P 2021P 2022P 2023P 2024P AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 11 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) Tegsedi Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P Rx AVALANCHE ------ $7 (c) BMO ----- 354 817 PN / Mixed ----- 222 285 CM / WT ----- 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo ----- 904 913 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 12 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) Tegsedi Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P Rx AVALANCHE ------ $7 (c) BMO ----- 354 817 PN / Mixed ----- 222 285 CM / WT ----- 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo ----- 904 913 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 12 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx Rx
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 3. FINANCIAL ANALYSISCONFIDENTIAL – For Affiliate Transactions Committee Use Only 3. FINANCIAL ANALYSIS
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date • 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid-period convention Methodology• Sum-of-the-parts approach, no terminal value Discount Rate• 11.0% - 13.0% Source: AVALANCHE projections as of August 18, 2020, and Cowen assumptions. 14FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date • 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid-period convention Methodology• Sum-of-the-parts approach, no terminal value Discount Rate• 11.0% - 13.0% Source: AVALANCHE projections as of August 18, 2020, and Cowen assumptions. 14
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1494.2 $1441.0 $1411.8 $1387.1 1,400 $1326.7 $1233.9 1,200 $1060.6 $1079.0 $1041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 $142.0 200 $130.8 $84.4 $54.2 0 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (b) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. (a) Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 15 (b) Excludes ISLANDERS net revenue share in TTR-L Rx.FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1494.2 $1441.0 $1411.8 $1387.1 1,400 $1326.7 $1233.9 1,200 $1060.6 $1079.0 $1041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 $142.0 200 $130.8 $84.4 $54.2 0 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (b) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. (a) Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 15 (b) Excludes ISLANDERS net revenue share in TTR-L Rx.
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.6) ($50.1) (100) 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. (a) Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 16FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.6) ($50.1) (100) 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. (a) Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 16
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies ISLANDERS BID AVALANCHE Current (Aug. 28, 2020) $18.15 (Aug. 28, 2020) $11.38 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $11.60 $13.90 st rd 1 –3 Quartile of EV / Peak Revenue Multiple (c, d) SELECTED PUBLIC COMPANIES : $5.97 $8.08 st rd 1 –3 Quartile of EV / CY2022P Revenue Multiple (e) NET PRESENT VALUE ANALYSIS : $16.00 $19.35 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. (b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L Rx Rx.. (c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 17FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies ISLANDERS BID AVALANCHE Current (Aug. 28, 2020) $18.15 (Aug. 28, 2020) $11.38 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $11.60 $13.90 st rd 1 –3 Quartile of EV / Peak Revenue Multiple (c, d) SELECTED PUBLIC COMPANIES : $5.97 $8.08 st rd 1 –3 Quartile of EV / CY2022P Revenue Multiple (e) NET PRESENT VALUE ANALYSIS : $16.00 $19.35 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. (b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L Rx Rx.. (c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 17
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value / Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.60 — $13.90 (d) Selected Public Companies (e) EV / CY2022P Forward Revenue Multiple $83.9 3.2x — 5.8x $266.1 — $484.9 $350.0 $616.1 — $834.9 $5.97 — $8.08 Net Present Value Analysis (f) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.00 — $19.35 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments. (b) Estimated September 30, 2020 net cash balance of $350.0mm per AVALANCHE. (c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037P d 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L R Rx x.. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (f) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 18FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value / Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.60 — $13.90 (d) Selected Public Companies (e) EV / CY2022P Forward Revenue Multiple $83.9 3.2x — 5.8x $266.1 — $484.9 $350.0 $616.1 — $834.9 $5.97 — $8.08 Net Present Value Analysis (f) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.00 — $19.35 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments. (b) Estimated September 30, 2020 net cash balance of $350.0mm per AVALANCHE. (c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037P d 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L R Rx x.. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (f) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 18
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.35 $17.57 $2.21 $3.56 $14.22 ($0.38) 15.00 ($0.65) $5.21 ($1.84) 10.00 $6.12 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. Per share amounts based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 19FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.35 $17.57 $2.21 $3.56 $14.22 ($0.38) 15.00 ($0.65) $5.21 ($1.84) 10.00 $6.12 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. Per share amounts based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 19
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary Impact of broader adoption as standard of care in the unique patient population Impact of lower than anticipated focus on treating established CVD population Impact of the rate of price inflation Impact of additional Ph2b risk in identifying more suitable dose Impact of increased utilization amongst established high-risk primary prevention patients or competitor achieves stronger data package Impact of a change of price potential Impact of a 100,000 change in ATTR CM prevalence in the U.S and EU each Impact of share in global development costs for TTR-L from 25%/75% to 40%/60% Impact of a +/-1% change in WACC Source: AVALANCHE projections as of August 18, 2020; Cowen assumptions. 20FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary Impact of broader adoption as standard of care in the unique patient population Impact of lower than anticipated focus on treating established CVD population Impact of the rate of price inflation Impact of additional Ph2b risk in identifying more suitable dose Impact of increased utilization amongst established high-risk primary prevention patients or competitor achieves stronger data package Impact of a change of price potential Impact of a 100,000 change in ATTR CM prevalence in the U.S and EU each Impact of share in global development costs for TTR-L from 25%/75% to 40%/60% Impact of a +/-1% change in WACC Source: AVALANCHE projections as of August 18, 2020; Cowen assumptions. 20
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. 21FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. 21
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) As % of Enterprise EV / Commercial (a) (b) Company Name Stock Price 52-Week High Value CY 2022P Revenue Market Cap Launch Year Global Blood Therapeutics $62.03 70.9% $4,031 $3,532 5.8x 2020 Amicus Therapeutics 14.76 91.5% 4,033 3,885 8.0x 2018 PTC Therapeutics 48.75 81.4% 3,501 3,877 5.6x 2017 GW Pharmaceuticals 102.97 68.0% 3,319 2,841 2.9x 2018 Zogenix 22.68 39.6% 1,267 877 4.0x 2020 (c) Esperion 32.48 42.2% 920 619 2.6x 2020 1st Quartile 48.7% 3.2x Median 69.4% 4.8x 3rd Quartile 78.8% 5.8x Source: Market data per Capital IQ as of August 28, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. (b) Represents launch year for first commercial launch in the United States. (c) Revenue underlying multiple based on median of revenue estimates for CY 2022P, per Cowen, Northland and JP Morgan research. 22FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) As % of Enterprise EV / Commercial (a) (b) Company Name Stock Price 52-Week High Value CY 2022P Revenue Market Cap Launch Year Global Blood Therapeutics $62.03 70.9% $4,031 $3,532 5.8x 2020 Amicus Therapeutics 14.76 91.5% 4,033 3,885 8.0x 2018 PTC Therapeutics 48.75 81.4% 3,501 3,877 5.6x 2017 GW Pharmaceuticals 102.97 68.0% 3,319 2,841 2.9x 2018 Zogenix 22.68 39.6% 1,267 877 4.0x 2020 (c) Esperion 32.48 42.2% 920 619 2.6x 2020 1st Quartile 48.7% 3.2x Median 69.4% 4.8x 3rd Quartile 78.8% 5.8x Source: Market data per Capital IQ as of August 28, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. (b) Represents launch year for first commercial launch in the United States. (c) Revenue underlying multiple based on median of revenue estimates for CY 2022P, per Cowen, Northland and JP Morgan research. 22
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Projections Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $154.9 $322.9 $405.5 $447.2 $487.2 $525.6 $565.5 $607.1 $649.2 $692.3 $346.2 $173.1 $86.5 AVALANCHE Royalty Revenue 4.2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1,144.0 1,310.7 1,392.8 1,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $281.9 $531.8 $911.5 $1,234.4 $1,445.0 $1,631.2 $1 ,836.3 $1,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1 ,552.5 $1 ,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4.0 4.0 3.5 3.5 3.5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $232.8 $231.5 $232.9 $282.2 $770.9 $1,178.1 $1 ,491.7 $1,567.1 $1 ,861.6 $2 ,004.8 $1 ,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3 .2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) (593.1) (631.6) (646.3) (654.1) (660.8) (667.3) (673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $142.0 $204.8 $149.4 $130.8 $172.7 $485.5 $840.9 $1,041.1 $1 ,060.6 $1,233.9 $1 ,411.8 $1 ,326.7 $1 ,387.1 $1,441.0 $1 ,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7 .2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7 .2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2.7 (12.4) 7.1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $108.9 ($85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $679.6 $714.9 $700.2 $931.9 $906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $465.6 Taxes - (10.2) (1 .0) (0 .7) (0 .5) (5 .2) (3 .9) (5 .0) (21.3) (80.0) (165.8) (172.8) (168.5) (226.1) (219.5) (228.1) (235.1) (241.8) (197.8) (176.1) (115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0.5 (0 .1) (2 .2) (1 .4) (1 .1) (7 .5) (16.0) (26.7) (11.7) (5 .9) (6.7) (5 .9) (6 .2) (6 .4) (6 .5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1 .3) (1 .3) (1 .3) (1 .3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1 .3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 104.55 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.57 Price per Share: $19.35 $18.43 $17.57 $16.76 $16.00 Source: AVALANCHE projections as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% and an ex-U.S. average tax rate of 15.0%. 23FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Projections Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $154.9 $322.9 $405.5 $447.2 $487.2 $525.6 $565.5 $607.1 $649.2 $692.3 $346.2 $173.1 $86.5 AVALANCHE Royalty Revenue 4.2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1,144.0 1,310.7 1,392.8 1,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $281.9 $531.8 $911.5 $1,234.4 $1,445.0 $1,631.2 $1 ,836.3 $1,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1 ,552.5 $1 ,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4.0 4.0 3.5 3.5 3.5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $232.8 $231.5 $232.9 $282.2 $770.9 $1,178.1 $1 ,491.7 $1,567.1 $1 ,861.6 $2 ,004.8 $1 ,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3 .2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) (593.1) (631.6) (646.3) (654.1) (660.8) (667.3) (673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $142.0 $204.8 $149.4 $130.8 $172.7 $485.5 $840.9 $1,041.1 $1 ,060.6 $1,233.9 $1 ,411.8 $1 ,326.7 $1 ,387.1 $1,441.0 $1 ,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7 .2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7 .2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2.7 (12.4) 7.1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $108.9 ($85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $679.6 $714.9 $700.2 $931.9 $906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $465.6 Taxes - (10.2) (1 .0) (0 .7) (0 .5) (5 .2) (3 .9) (5 .0) (21.3) (80.0) (165.8) (172.8) (168.5) (226.1) (219.5) (228.1) (235.1) (241.8) (197.8) (176.1) (115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0.5 (0 .1) (2 ..2) (1 .4) (1 .1) (7 .5) (16.0) (26.7) (11.7) (5 .9) (6.7) (5 .9) (6 .2) (6 .4) (6 .5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1 .3) (1 .3) (1 .3) (1 .3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1 .3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 104.55 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.57 Price per Share: $19.35 $18.43 $17.57 $16.76 $16.00 Source: AVALANCHE projections as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% and an ex-U.S. average tax rate of 15.0%. 23
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 4. APPENDIXCONFIDENTIAL – For Affiliate Transactions Committee Use Only 4. APPENDIX
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,031 $3,532 1.31 1.31 Amicus Therapeutics, Inc. 4,033 3,885 1.39 1.39 GW Pharmaceuticals plc 3,501 3,877 0.95 0.87 PTC Therapeutics, Inc. 3,319 2,841 1.20 1.20 Zogenix, Inc. 1,267 877 1.11 1.11 Esperion Therapeutics, Inc. 920 619 1.25 1.25 Mean 1.19 Median 1.22 AVALANCHE 1.62 1.22 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Debt / Total Capitalization 30.00% Cost of Debt 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.29% Risk Free Rate 1.29% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.62 (d) Size Premium 1.47% Cost of Equity 14.32% Weighted Average Cost of Capital 12.39% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 28, 2020. (a) 5-year daily adjusted beta per Bloomberg as of August 28, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. (b) Per AVALANCHE as of August 28, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. (c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 28, 2020. (d) Per Duff & Phelps 2020 Valuation Handbook. (e) Per Cowen estimates. 25APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,031 $3,532 1.31 1.31 Amicus Therapeutics, Inc. 4,033 3,885 1.39 1.39 GW Pharmaceuticals plc 3,501 3,877 0.95 0.87 PTC Therapeutics, Inc. 3,319 2,841 1.20 1.20 Zogenix, Inc. 1,267 877 1.11 1.11 Esperion Therapeutics, Inc. 920 619 1.25 1.25 Mean 1.19 Median 1.22 AVALANCHE 1.62 1.22 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Debt / Total Capitalization 30.00% Cost of Debt 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.29% Risk Free Rate 1.29% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.62 (d) Size Premium 1.47% Cost of Equity 14.32% Weighted Average Cost of Capital 12.39% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 28, 2020. (a) 5-year daily adjusted beta per Bloomberg as of August 28, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. (b) Per AVALANCHE as of August 28, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. (c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 28, 2020. (d) Per Duff & Phelps 2020 Valuation Handbook. (e) Per Cowen estimates. 25
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — U.S. NOL Benefit Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ($92.3 ) ($55.3 ) ($53.2 ) $17.7 $43.0 $50.5 $221.9 $314.3 $638.7 $655.7 $634.6 $863.1 $835.0 $868.1 $894.6 $920.5 $769.4 $694.1 $457.4 State Taxes - (5.2) - - - (0 .9) (2 .2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ($92.3) ($55.3) ($53.2 ) $16.8 $40.8 $48.0 $210.7 $298.4 $606.4 $622.5 $602.5 $819.4 $792.8 $824.1 $849.3 $873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ($91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ($20.1 ) ($76.8 ) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.5 - - - $2.8 $6.9 $8.1 $35.4 $1.8 - - - - - - - - - - - Discounted Free Cash Flow - $15.0 - - - $1 .5 $3.2 $3 .3 $1 2.8 $0.6 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%. 26APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — U.S. NOL Benefit Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ($92.3 ) ($55.3 ) ($53.2 ) $17.7 $43.0 $50.5 $221.9 $314.3 $638.7 $655.7 $634.6 $863.1 $835.0 $868.1 $894.6 $920.5 $769.4 $694.1 $457.4 State Taxes - (5.2) - - - (0 .9) (2 .2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ($92.3) ($55.3) ($53.2 ) $16.8 $40.8 $48.0 $210.7 $298.4 $606.4 $622.5 $602.5 $819.4 $792.8 $824.1 $849.3 $873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ($91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ($20.1 ) ($76.8 ) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.5 - - - $2.8 $6.9 $8.1 $35.4 $1.8 - - - - - - - - - - - Discounted Free Cash Flow - $15.0 - - - $1 .5 $3.2 $3 .3 $1 2.8 $0.6 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%. 26
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Diluted Share Count Components AVALANCHE DILUTED SHARES AVALANCHE OPTIONS SCHEDULE SUMMARY Dilution Outstanding Options # Diluted #(mm) (a) Strick Price Range Options # (mm) in TSM (mm) $0.00 - $9.99 0.945 0.597 Common Stock 101.615 $10.00 - $10.99 0.036 0.014 Restricted Stock Units 1.536 $11.00 - $11.99 0.032 0.010 Employee Stock Purchase Plan (ESPP) 0.040 $12.00 - $12.99 1.710 0.488 (a) Total Options Outstanding (Treasury Stock Method) 1.362 $13.00 - $13.99 0.279 0.067 Diluted Shares 104.554 $14.00 - $14.99 0.605 0.102 $15.00 - $15.99 0.223 0.025 $16.00 - $16.99 1.325 0.056 $17.00 - $17.99 0.737 0.003 $18.00 - $18.99 0.222 0.000 $19.00 - $19.99 0.269 0.000 $20.00 - $35.99 3.669 0.000 Total 10.053 1.362 Source: AVALANCHE as of August 27, 2020. (a) Calculated using Treasury Stock Method (TSM) with stock price of $17.57 per share based on mid point of NPV analysis using AVALANCHE projections as of August 18, 2020 and 12.0% WACC. 27APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Diluted Share Count Components AVALANCHE DILUTED SHARES AVALANCHE OPTIONS SCHEDULE SUMMARY Dilution Outstanding Options # Diluted #(mm) (a) Strick Price Range Options # (mm) in TSM (mm) $0.00 - $9.99 0.945 0.597 Common Stock 101.615 $10.00 - $10.99 0.036 0.014 Restricted Stock Units 1.536 $11.00 - $11.99 0.032 0.010 Employee Stock Purchase Plan (ESPP) 0.040 $12.00 - $12.99 1.710 0.488 (a) Total Options Outstanding (Treasury Stock Method) 1.362 $13.00 - $13.99 0.279 0.067 Diluted Shares 104.554 $14.00 - $14.99 0.605 0.102 $15.00 - $15.99 0.223 0.025 $16.00 - $16.99 1.325 0.056 $17.00 - $17.99 0.737 0.003 $18.00 - $18.99 0.222 0.000 $19.00 - $19.99 0.269 0.000 $20.00 - $35.99 3.669 0.000 Total 10.053 1.362 Source: AVALANCHE as of August 27, 2020. (a) Calculated using Treasury Stock Method (TSM) with stock price of $17.57 per share based on mid point of NPV analysis using AVALANCHE projections as of August 18, 2020 and 12.0% WACC. 27
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $877.3 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 120.8 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.1 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.2 6.0% 84.1% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.7 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.6 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 91.9% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.3% 93.2% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.6 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.4 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 28, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 28 had 101.6mm total common shares outstanding as of August 27, 2020, per AVALANCHE. APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $877.3 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 120.8 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.1 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.2 6.0% 84.1% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.7 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.6 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 91.9% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.3% 93.2% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.6 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.4 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 28, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 28 had 101.6mm total common shares outstanding as of August 27, 2020, per AVALANCHE.
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 29APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 29
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. (a) Values rounded to the nearest $10mm. (b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids. 30APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. (a) Values rounded to the nearest $10mm. (b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids. 30
CONFIDENTIAL – For Affiliate Transactions Committee Use Only THANK YOUCONFIDENTIAL – For Affiliate Transactions Committee Use Only THANK YOU
Exhibit (c)(4) CONFIDENTIAL – For Affiliate Transactions Committee Use Only Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 30, 2020Exhibit (c)(4) CONFIDENTIAL – For Affiliate Transactions Committee Use Only Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. PROJECT AVALANCHE PRESENTATION TO THE AFFILIATE TRANSACTIONS COMMITTEE August 30, 2020
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW 4 TABLE OF CONTENTS 2. AVALANCHE PUBLIC MARKET PERSPECTIVES 6 3. FINANCIAL ANALYSIS 13 4. APPENDIX 24 2CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW 4 TABLE OF CONTENTS 2. AVALANCHE PUBLIC MARKET PERSPECTIVES 6 3. FINANCIAL ANALYSIS 13 4. APPENDIX 24 2
CONFIDENTIAL – For Affiliate Transactions Committee Use Only Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 30, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee and Cowen’s written fairness opinion letter, dated the date hereof, to be delivered to the Committee. Please note that, as exclusive financial advisor to the Committee in connection with the proposed transaction with ISLANDERS, Cowen has been requested to render an opinion to the Committee as to the fairness, from a financial point of view, of the consideration to be received by the stockholders of the Company (other than ISLANDERS, its Affiliates (as defined in the Agreement (as defined below)), their respective directors and executive officers, and the other affiliated persons listed on Exhibit B to the Agreement), pursuant to an Agreement and Plan of Merger to be entered into between the Company, ISLANDERS and a wholly owned subsidiary of ISLANDERS (the “Agreement”). Cowen expresses no view as to the Committee’s underlying business decision to effect the proposed transaction, the relative merits of the proposed transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of the proposed transaction or any agreement, arrangement or understanding entered into in connection with the proposed transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared at the direction of and approved by the Committee or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of the proposed transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen, the Committee and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and in Cowen’s fairness opinion letter delivered to the Committee and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to the proposed transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of the proposed transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. 3CONFIDENTIAL – For Affiliate Transactions Committee Use Only Disclaimer The following materials were prepared solely for discussion at the meeting of the Affiliate Transactions Committee (the “Committee”) of the Board of Directors of AVALANCHE (“AVALANCHE” or the “Company”) scheduled for August 30, 2020. The following materials are for discussion purposes only and are incomplete without reference to, and should be viewed in conjunction with, the oral presentation provided by Cowen and Company, LLC (“Cowen”) to the Committee and Cowen’s written fairness opinion letter, dated the date hereof, to be delivered to the Committee. Please note that, as exclusive financial advisor to the Committee in connection with the proposed transaction with ISLANDERS, Cowen has been requested to render an opinion to the Committee as to the fairness, from a financial point of view, of the consideration to be received by the stockholders of the Company (other than ISLANDERS, its Affiliates (as defined in the Agreement (as defined below)), their respective directors and executive officers, and the other affiliated persons listed on Exhibit B to the Agreement), pursuant to an Agreement and Plan of Merger to be entered into between the Company, ISLANDERS and a wholly owned subsidiary of ISLANDERS (the “Agreement”). Cowen expresses no view as to the Committee’s underlying business decision to effect the proposed transaction, the relative merits of the proposed transaction as compared to other business strategies or transactions that might be available to AVALANCHE or to any other aspect or implication of the proposed transaction or any agreement, arrangement or understanding entered into in connection with the proposed transaction or otherwise. In preparing this presentation, Cowen has, with the Committee’s consent, relied upon information provided to Cowen by AVALANCHE, or publicly available information or information otherwise reviewed by Cowen. Cowen has not independently verified any such information, and has relied on it being accurate and complete in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared at the direction of and approved by the Committee or obtained from public sources, Cowen has utilized such estimates and forecasts at the Committee’s direction and has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of AVALANCHE or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates. Please note that this presentation is based on the business and operations of AVALANCHE as represented to Cowen as of the date hereof, and does not purport to take into consideration any information or events arising subsequent to such date. Cowen makes no representation or warranty that there has been no material change in the information provided or reviewed by Cowen in connection herewith. Cowen has no obligation to update this presentation. The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Committee in its consideration of the proposed transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent, except as specifically set forth in the engagement letter between Cowen, the Committee and the Company. This presentation is not for the benefit of, and does not convey any rights or remedies to, any holder of securities of AVALANCHE or any other person. This presentation is subject to the assumptions, qualifications and limitations set forth herein and in Cowen’s fairness opinion letter delivered to the Committee and does not constitute a recommendation by Cowen to the Committee or any other person on how to act with respect to the proposed transaction. Cowen does not address any legal, regulatory, tax, or accounting effects of the proposed transaction and nothing contained herein should be construed as legal, regulatory, tax or accounting advice. 3
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEWCONFIDENTIAL – For Affiliate Transactions Committee Use Only 1. TRANSACTION OVERVIEW
TRANSACTION OVERVIEW CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE – Summary of Offer (US$ in millions, except per share data) Premium / (Discount) (%) Implied WholeCo Implied WholeCo 20-Day (a) (b) Price per Share Equity Value Enterprise Value Current 8/28/20 VWAP Metrics $11.38 $11.39 Current $11.38 $1,179 $829 - (0.1%) Offer Price $18.15 1,900 1,550 59.5% 59.3% Source: Market data per Capital IQ and Bloomberg as of August 28, 2020. Closing as of the indicated day, except as otherwise noted. (a) Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 28, 2020, per AVALANCHE. (b) Based on estimated net cash balance of $350mm as of September 30, 2020 per AVALANCHE. 5TRANSACTION OVERVIEW CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE – Summary of Offer (US$ in millions, except per share data) Premium / (Discount) (%) Implied WholeCo Implied WholeCo 20-Day (a) (b) Price per Share Equity Value Enterprise Value Current 8/28/20 VWAP Metrics $11.38 $11.39 Current $11.38 $1,179 $829 - (0.1%) Offer Price $18.15 1,900 1,550 59.5% 59.3% Source: Market data per Capital IQ and Bloomberg as of August 28, 2020. Closing as of the indicated day, except as otherwise noted. (a) Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 28, 2020, per AVALANCHE. (b) Based on estimated net cash balance of $350mm as of September 30, 2020 per AVALANCHE. 5
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 2. AVALANCHE PUBLIC MARKET PERSPECTIVESCONFIDENTIAL – For Affiliate Transactions Committee Use Only 2. AVALANCHE PUBLIC MARKET PERSPECTIVES
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/28/20): $11.38 (a) • 52-Week Range: $8.00 – $22.79 1/22/20 — Announced topline results from • 20-Day VWAP: $11.39 the Phase 2 trial for APOCIII-L in Rx hypertriglyceridemia with CVD risk 9/23/19 — Announced departure of CEO, (Price, USD) (Volume, mm) President and COO and elected Michael Yang and Joseph Klein as new Board members 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 hypertriglyceridemia, type 2 diabetes and NAFLD 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing results for Q1:2020 agreement with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.38 11/5/19 — 1/10/20 — Announced initiation 10.00 Announced earnings of the CARDIO-TTRansform Phase results for Q3:2019 3 trial for TTR-L in ATTR Rx cardiomyopathy 0.50 5.00 0.00 0.00 8/28/19 10/28/19 12/28/19 2/27/20 4/28/20 6/28/20 8/28/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 28, 2020. (a) 52-week range represents high and low of intraday trading prices. 7AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Stock Price Performance ANNOTATED STOCK PRICE CHART – LAST TWELVE MONTHS • Share Price (08/28/20): $11.38 (a) • 52-Week Range: $8.00 – $22.79 1/22/20 — Announced topline results from • 20-Day VWAP: $11.39 the Phase 2 trial for APOCIII-L in Rx hypertriglyceridemia with CVD risk 9/23/19 — Announced departure of CEO, (Price, USD) (Volume, mm) President and COO and elected Michael Yang and Joseph Klein as new Board members 1/28/20 — Announced topline results from the Phase 2 trial for ANGPTL3-L in Rx $25.00 2.00 hypertriglyceridemia, type 2 diabetes and NAFLD 5/5/20 — Announced earnings 10/7/19 — Entered into a licensing results for Q1:2020 agreement with Pfizer for ANGPTL3-L Rx 2/25/20 — Announced earnings 20.00 results for full year 2019 8/4/20 — Announced earnings 1.50 results for Q2:2020 11/25/19 — Announced initiation 15.00 of the NEURO-TTRansform Phase 3 trial for TTR-L in hATTR Rx polyneuropathy 1.00 $11.38 11/5/19 — 1/10/20 — Announced initiation 10.00 Announced earnings of the CARDIO-TTRansform Phase results for Q3:2019 3 trial for TTR-L in ATTR Rx cardiomyopathy 0.50 5.00 0.00 0.00 8/28/19 10/28/19 12/28/19 2/27/20 4/28/20 6/28/20 8/28/20 Source: AVALANCHE public company filings, press releases and Capital IQ as of August 28, 2020. (a) 52-week range represents high and low of intraday trading prices. 7
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +29.2% 125 110 (a) Peer Index NBI 100 1.1% +0.6% 95 (a) Peer Index (8.6)% 75 AVALANCHE 80 (44.3)% AVALANCHE 50 (24.6)% 25 65 08/28/19 12/28/19 04/28/20 08/28/20 05/28/20 06/27/20 07/28/20 08/28/20 Source: Capital IQ as of August 28, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. 8AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Indexed Stock Price Performance LAST TWELVE MONTHS LAST THREE MONTHS (Indexed Return) (Indexed Return) 150% 125% NBI +29.2% 125 110 (a) Peer Index NBI 100 1.1% +0.6% 95 (a) Peer Index (8.6)% 75 AVALANCHE 80 (44.3)% AVALANCHE 50 (24.6)% 25 65 08/28/19 12/28/19 04/28/20 08/28/20 05/28/20 06/27/20 07/28/20 08/28/20 Source: Capital IQ as of August 28, 2020. (a) Peers consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. 8
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 94.3% 100.0% 57.0% 50.0 33.3% 11.1% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 7.478 22.477 38.470 63.643 67.471 Shares (mm) (a) % of Total Shares 0.0% 7.4% 22.1% 37.9% 62.6% 66.4% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 70.9% 50.0 36.2% 12.2% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 2.167 6.421 12.585 17.374 17.745 Shares (mm) (a) % of Total Shares 0.0% 2.1% 6.3% 12.4% 17.1% 17.5% Source: Capital IQ as of August 28, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of August 27, 2020, per AVALANCHE. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm, 101.5mm and 101.6mm as of August 1, 2019, October 31,2019, February 20, 2020, April 29, 2020 and July 29, 2020, respectively, per Company filings. Actual 9 percentages are higher than those shown because of a lower number of shares outstanding at various dates throughout the period.AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Trading Analysis LAST TWELVE MONTHS– CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 94.3% 100.0% 57.0% 50.0 33.3% 11.1% 0.0% 0.0 ≤ $10.00 ≤ $12.50 ≤ $15.00 ≤ $17.50 ≤ $20.00 ≤ $22.50 Trading Statistics Cumulative # of - 7.478 22.477 38.470 63.643 67.471 Shares (mm) (a) % of Total Shares 0.0% 7.4% 22.1% 37.9% 62.6% 66.4% LAST THREE MONTHS – CUMULATIVE SHARES TRADED AT SPECIFIED PRICES (% of Shares Traded) 100.0% 97.9% 100.0% 70.9% 50.0 36.2% 12.2% 0.0% 0.0 ≤ $10.00 ≤ $11.50 ≤ $13.00 ≤ $14.50 ≤ $16.00 ≤ $17.50 Trading Statistics Cumulative # of - 2.167 6.421 12.585 17.374 17.745 Shares (mm) (a) % of Total Shares 0.0% 2.1% 6.3% 12.4% 17.1% 17.5% Source: Capital IQ as of August 28, 2020. (a) % of Total Shares based on 101.6mm shares of common stock outstanding as of August 27, 2020, per AVALANCHE. Shares of common stock outstanding were 93.0mm, 93.9mm, 101.1mm, 101.5mm and 101.6mm as of August 1, 2019, October 31,2019, February 20, 2020, April 29, 2020 and July 29, 2020, respectively, per Company filings. Actual 9 percentages are higher than those shown because of a lower number of shares outstanding at various dates throughout the period.
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Summary of Wall Street Valuation Perspectives Valuation Rating Price Target Methodology Buy Prob-adjusted SOTP fwd. sales multiple $41 Outperform Prob-adjusted wholeco NPV $26 Overweight Prob-adjusted SOTP NPV $25 Hold Prob-adjusted wholeco NPV $16 Market Perform NA NA Mean: $27.00 Source: Wall Street research. 10AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Summary of Wall Street Valuation Perspectives Valuation Rating Price Target Methodology Buy Prob-adjusted SOTP fwd. sales multiple $41 Outperform Prob-adjusted wholeco NPV $26 Overweight Prob-adjusted SOTP NPV $25 Hold Prob-adjusted wholeco NPV $16 Market Perform NA NA Mean: $27.00 Source: Wall Street research. 10
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3P’20 Q4P’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020P 2021P 2022P 2023P 2024P AVALANCHE Product Revenue Estimates ($mm) 2020P 2021P 2022P 2023P 2024P AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 11 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) $2,000 Wall Street High Wall Street Median 1,750 Wall Street Low 1,500 AVALANCHE Projections 1,250 Q3P’20 Q4P’20 1,000 AVALANCHE $16 $16 750 Street Median 18 21 500 250 0 2020P 2021P 2022P 2023P 2024P AVALANCHE Product Revenue Estimates ($mm) 2020P 2021P 2022P 2023P 2024P AVALANCHE $63 $93 $112 $102 $97 80 187 491 1,647 1,781 Street High Street Median 71 141 259 492 954 Street Low 67 88 127 180 244 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. and Partner, (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 11 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx
AVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) Tegsedi Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P Rx AVALANCHE ------ $7 (c) BMO ----- 354 817 PN / Mixed ----- 222 285 CM / WT ----- 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo ----- 904 913 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and and Partner, Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 12 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx RxAVALANCHE PUBLIC MARKET PERSPECTIVES CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Product Revenue Estimates Comparison (Cont’d) (a) (b) WALL STREET AND AVALANCHE PRODUCT REVENUE ESTIMATES 2020P – 2024P (US$ in millions) Tegsedi Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $14 $14 $57 $76 $77 $42 $20 (c) BMO 17 19 66 126 177 - - Cowen 17 17 65 84 106 131 153 Needham ------- Stifel ------- Wells Fargo 20 23 71 167 319 441 493 Waylivra Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P AVALANCHE $1 $2 $6 $17 $35 $60 $70 BMO 1 1 5 25 72 162 220 Cowen 1 1 2 4 21 49 90 Needham ------- Stifel ------- Wells Fargo 3 3 10 20 172 272 301 TTR-L Q3P’20 Q4P’20 ’20P ’21P ’22P ’23P ’24P Rx AVALANCHE ------ $7 (c) BMO ----- 354 817 PN / Mixed ----- 222 285 CM / WT ----- 132 532 Cowen ------- Needham ------- Stifel ------- Wells Fargo ----- 904 913 Source: Wall Street research as of August 28, 2020 and AVALANCHE projections as of August 18, 2020. Note: “-” represents revenue estimate is not available or not material. (a) Sourced from current equity research by BMO Capital Markets, Cowen, Needham, Stifel and Wells Fargo. (b) AVALANCHE estimates include non-probability adjusted product revenue, which includes i) Tegsedi and Waylivra U.S. and EU product sales generated directly by AVALANCHE and and Partner, Partner, ii) WW TTR-L product sales and iii) Tegsedi and Waylivra LATAM royalties from existing partnership with PTC. Other inflows from licensing, including milestone payments and reimbursement Rx are not included, to allow for a comparison of product revenue only. Wall Street estimates generally assume 1) AVALANCHE will continue commercializing Tegsedi and Waylivra in the EU, EU, 2) TTR-L will remain wholly-owned by AVALANCHE and 3) TTR-L will be launched in 2023. Rx Rx 12 (c) Analyst projects combined sales for Tegsedi and TTR-L and assumes launch in CM / WT in 2023. Sales prior to 2023 included in Tegsedi table; sales in 2023 and thereafter included in TTR-L table. Rx Rx
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 3. FINANCIAL ANALYSISCONFIDENTIAL – For Affiliate Transactions Committee Use Only 3. FINANCIAL ANALYSIS
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date • 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid-period convention Methodology• Sum-of-the-parts approach, no terminal value Discount Rate• 11.0% - 13.0% Source: AVALANCHE projections as of August 18, 2020, and Cowen assumptions. 14FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only Key Valuation Assumptions Net Present Value Valuation Assumptions Valuation Date • 9/30/2020 Projection Period• 10/1/2020 – 12/31/2040, using mid-period convention Methodology• Sum-of-the-parts approach, no terminal value Discount Rate• 11.0% - 13.0% Source: AVALANCHE projections as of August 18, 2020, and Cowen assumptions. 14
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1494.2 $1441.0 $1411.8 $1387.1 1,400 $1326.7 $1233.9 1,200 $1060.6 $1079.0 $1041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 $142.0 200 $130.8 $84.4 $54.2 0 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (b) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. (a) Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 15 (b) Excludes ISLANDERS net revenue share in TTR-L Rx.FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Revenue (Prob. Adjusted) (US$ in millions) $1,600 $1494.2 $1441.0 $1411.8 $1387.1 1,400 $1326.7 $1233.9 1,200 $1060.6 $1079.0 $1041.1 1,000 $878.6 $840.9 800 $581.1 600 $485.5 $359.0 400 $204.8 $172.7 $149.4 $142.0 200 $130.8 $84.4 $54.2 0 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (76%) 68% 44% (27%) (12%) 32% 181% 73% 24% 2% 16% 14% (6%) 5% 4% 4% (28%) (19%) (34%) Net Revenue (ex-ISLANDER $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 (b) TTR-L Econ ): Source: AVALANCHE projections as of August 18, 2020. (a) Net Revenue includes Tegsedi, Waylivra and TTR-L full revenue to AVALANCHE, prior to profit sharing with ISLANDERS. Rx 15 (b) Excludes ISLANDERS net revenue share in TTR-L Rx.
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.6) ($50.1) (100) 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. (a) Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 16FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only (a) AVALANCHE — Net Operating Income to AVALANCHE (Prob. Adj.) (US$ in millions) $1,100 $998.5 $970.6 $941.9 $931.9 $906.5 900 $805.7 $714.9 $711.3 $700.2 $679.6 700 $465.6 500 $335.9 300 $230.1 $108.9 100 $53.2 $42.0 $33.4 $5.5 ($85.9) ($50.6) ($50.1) (100) 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P % Growth: - - (179%) (41%) (1%) (184%) (20%) 59% 333% 46% 102% 5% (2%) 33% (3%) 4% 3% 3% (19%) (12%) (35%) Source: AVALANCHE projections as of August 18, 2020. (a) Represents total operating income to AVALANCHE adjusted for ISLANDERS profit share. 16
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies ISLANDERS BID AVALANCHE Current (Aug. 28, 2020) $18.15 (Aug. 28, 2020) $11.38 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $11.60 $13.90 st rd 1 –3 Quartile of EV / Peak Revenue Multiple (c, d) SELECTED PUBLIC COMPANIES : $5.97 $8.08 st rd 1 –3 Quartile of EV / CY2022P Revenue Multiple (e) NET PRESENT VALUE ANALYSIS : $16.00 $19.35 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. (b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L Rx Rx.. (c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 17FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary Implied Price Per Fully Diluted Share of AVALANCHE Based on Various Methodologies ISLANDERS BID AVALANCHE Current (Aug. 28, 2020) $18.15 (Aug. 28, 2020) $11.38 FOR REFERENCE PURPOSES ONLY: (a) AVALANCHE TRADING PERFORMANCE : $8.00 $22.79 52-Week High / Low VALUATION METHODOLOGY: (b) SELECTED PRECEDENT TRANSACTIONS : $11.60 $13.90 st rd 1 –3 Quartile of EV / Peak Revenue Multiple (c, d) SELECTED PUBLIC COMPANIES : $5.97 $8.08 st rd 1 –3 Quartile of EV / CY2022P Revenue Multiple (e) NET PRESENT VALUE ANALYSIS : $16.00 $19.35 Probability-Adjusted Values WACC of 11.0% to 13.0% $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) High and low end of range represents 52-week high and low of AVALANCHE intraday stock price. (b) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L Rx Rx.. (c) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 17
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value / Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.60 — $13.90 (d) Selected Public Companies (e) EV / CY2022P Forward Revenue Multiple $83.9 3.2x — 5.8x $266.1 — $484.9 $350.0 $616.1 — $834.9 $5.97 — $8.08 Net Present Value Analysis (f) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.00 — $19.35 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments. (b) Estimated September 30, 2020 net cash balance of $350.0mm per AVALANCHE. (c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L R Rx x.. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (f) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 18FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Financial Analysis Summary (Cont’d) Financial Analysis Summary of Various Valuation Methodologies (US$ in millions, except per share price) Reference Implied Implied Implied Price per (a) (b) Methodology Statistic Multiples Range Enterprise Value Net Cash Equity Value Fully-Diluted Share Selected Precedent Transactions (c) Transaction Value / Peak Revenue $1,077.5 0.8x — 1.0x $851.8 — $1,093.7 $350.0 $1,201.8 — $1,443.7 $11.60 — $13.90 (d) Selected Public Companies (e) EV / CY2022P Forward Revenue Multiple $83.9 3.2x — 5.8x $266.1 — $484.9 $350.0 $616.1 — $834.9 $5.97 — $8.08 Net Present Value Analysis (f) AVALANCHE Projections $1,323.4 — $1,673.2 $350.0 $1,673.4 — $2,023.2 $16.00 — $19.35 Source: Capital IQ and public Company filings as of August 28, 2020. AVALANCHE projections as of August 18, 2020. Note: Based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) PoS-adjusted AVALANCHE projected revenue, which includes AVALANCHE sales and AVALANCHE royalty revenue and excludes partnership upfront and milestone payments. (b) Estimated September 30, 2020 net cash balance of $350.0mm per AVALANCHE. (c) Applied to $1,077.5mm PoS-adjusted AVALANCHE peak net revenue, per AVALANCHE projected 2037P 2037P net revenue post ISLANDERS share of revenue in TTR TTR- - -L L R Rx x.. (d) Selected public companies consist of Global Blood Therapeutics, Amicus Therapeutics, PTC Therapeutics, GW Pharmaceuticals, Zogenix and Esperion. (e) Applied to $83.9mm PoS-adjusted AVALANCHE sales and AVALANCHE royalty revenue per AVALANCHE projected CY2022P revenue. (f) High and low end of range represent WACC of 11.0% and 13.0%, respectively. Represents cash flows discounted to September 30, 2020 using mid-period convention. 18
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.35 $17.57 $2.21 $3.56 $14.22 ($0.38) 15.00 ($0.65) $5.21 ($1.84) 10.00 $6.12 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. Per share amounts based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 19FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — SOTP NPV Analysis (Probability-Adjusted) Product cash flows discounted at 12.0% Weighted Average Cost of Capital (“WACC”); no terminal value (a) Implied Sum-of-the-Parts Per Share Value by Product — Based on Net Present Value (NPV) (US$ Per Share) $25.00 20.00 $3.35 $17.57 $2.21 $3.56 $14.22 ($0.38) 15.00 ($0.65) $5.21 ($1.84) 10.00 $6.12 5.00 0.00 APO(a)-LRx APOCIII-LRx TTR-LRx ANGPTL3-LRx Tegsedi Waylivra Corporate Implied Per Net Cash Implied Per G&A and U.S. Share Share Equity NOL Tax Enterprise Value Benefit Value NPV ($mm): $639.5 $544.4 $371.8 $230.6 ($40.1) ($67.9) ($191.9) $1,486.5 $350.0 $1,836.5 Source: AVALANCHE projections as of August 18, 2020. Note: Sum-of-the-parts analysis incorporates taxes at the product level. Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. Per share amounts based on Treasury Stock Method assuming 101.6mm shares of common stock outstanding, 10.1mm shares subject to options with various exercise prices, 1.5mm restricted stock units and 40,000 shares reserved for issuance pursuant to an Employee Stock Purchase Plan (ESPP) as of August 27, 2020, per AVALANCHE. (a) Sum-of-the-parts analysis adjusted for estimated cash balance of $350.0mm as of September 30, 2020, per AVALANCHE estimates. 19
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary Impact of broader adoption as standard of care in the unique patient population Impact of lower than anticipated focus on treating established CVD population Impact of the rate of price inflation Impact of additional Ph2b risk in identifying more suitable dose Impact of increased utilization amongst established high-risk primary prevention patients or competitor achieves stronger data package Impact of a change of price potential Impact of a 100,000 change in ATTR CM prevalence in the U.S and EU each Impact of share in global development costs for TTR-L from 25%/75% to 40%/60% Impact of a +/-1% change in WACC Source: AVALANCHE projections as of August 18, 2020; Cowen assumptions. 20FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Illustrative NPV Sensitivity Analysis (Prob.-Adjusted) Sensitivity Variables Key Commentary Impact of broader adoption as standard of care in the unique patient population Impact of lower than anticipated focus on treating established CVD population Impact of the rate of price inflation Impact of additional Ph2b risk in identifying more suitable dose Impact of increased utilization amongst established high-risk primary prevention patients or competitor achieves stronger data package Impact of a change of price potential Impact of a 100,000 change in ATTR CM prevalence in the U.S and EU each Impact of share in global development costs for TTR-L from 25%/75% to 40%/60% Impact of a +/-1% change in WACC Source: AVALANCHE projections as of August 18, 2020; Cowen assumptions. 20
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. 21FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Precedent Transaction Analysis SELECTED PRECEDENT TRANSACTIONS ANALYSIS (US$ in millions) Revenue Multiple (a) Equity Value Ann. Date Acquiror Target Enterprise Value EV / Peak Revenue 01/10/20 Eli Lilly Dermira $1,070 $1,075 0.7x 10/10/19 UCB Ra Pharma 2,465 2,200 1.0x 05/10/18 Eli Lilly ARMO 1,626 1,461 0.8x 01/05/18 Takeda TiGenix 617 584 1.2x 01/18/17 Eli Lilly CoLucid 961 861 0.8x 1st Quartile $961 $861 0.8x Median 1,070 1,075 0.8x 3rd Quartile 1,626 1,461 1.0x Source: Market data per Capital IQ. Companies’ financial information per public company filings. Foreign currencies converted at exchange ratio of 1-day prior to transaction announcement. Note: Peak Revenue projections represent the highest value per target companies’ risk-adjusted revenue projections, as disclosed in acquisition proxies. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. 21
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) As % of Enterprise EV / Commercial (a) (b) Company Name Stock Price 52-Week High Value CY 2022P Revenue Market Cap Launch Year Global Blood Therapeutics $62.03 70.9% $4,031 $3,532 5.8x 2020 Amicus Therapeutics 14.76 91.5% 4,033 3,885 8.0x 2018 PTC Therapeutics 48.75 81.4% 3,501 3,877 5.6x 2017 GW Pharmaceuticals 102.97 68.0% 3,319 2,841 2.9x 2018 Zogenix 22.68 39.6% 1,267 877 4.0x 2020 (c) Esperion 32.48 42.2% 920 619 2.6x 2020 1st Quartile 48.7% 3.2x Median 69.4% 4.8x 3rd Quartile 78.8% 5.8x Source: Market data per Capital IQ as of August 28, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. (b) Represents launch year for first commercial launch in the United States. (c) Revenue underlying multiple based on median of revenue estimates for CY 2022P, per Cowen, Northland and JP Morgan research. 22FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Selected Public Companies Analysis SELECTED PUBLIC COMPANIES ANALYSIS (US$ in millions, except per share price) As % of Enterprise EV / Commercial (a) (b) Company Name Stock Price 52-Week High Value CY 2022P Revenue Market Cap Launch Year Global Blood Therapeutics $62.03 70.9% $4,031 $3,532 5.8x 2020 Amicus Therapeutics 14.76 91.5% 4,033 3,885 8.0x 2018 PTC Therapeutics 48.75 81.4% 3,501 3,877 5.6x 2017 GW Pharmaceuticals 102.97 68.0% 3,319 2,841 2.9x 2018 Zogenix 22.68 39.6% 1,267 877 4.0x 2020 (c) Esperion 32.48 42.2% 920 619 2.6x 2020 1st Quartile 48.7% 3.2x Median 69.4% 4.8x 3rd Quartile 78.8% 5.8x Source: Market data per Capital IQ as of August 28, 2020. Comparable companies’ financial information per public company filings. Note: Revenue projections represent median of Wall Street estimates per Capital IQ. (a) Fully diluted with outstanding options, warrants and RSUs calculated using Treasury Stock Method. (b) Represents launch year for first commercial launch in the United States. (c) Revenue underlying multiple based on median of revenue estimates for CY 2022P, per Cowen, Northland and JP Morgan research. 22
FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Projections Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $154.9 $322.9 $405.5 $447.2 $487.2 $525.6 $565.5 $607.1 $649.2 $692.3 $346.2 $173.1 $86.5 AVALANCHE Royalty Revenue 4.2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1,144.0 1,310.7 1,392.8 1,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $281.9 $531.8 $911.5 $1,234.4 $1,445.0 $1,631.2 $1 ,836.3 $1,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1 ,552.5 $1 ,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4.0 4.0 3.5 3.5 3.5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $232.8 $231.5 $232.9 $282.2 $770.9 $1,178.1 $1 ,491.7 $1,567.1 $1 ,861.6 $2 ,004.8 $1 ,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3 .2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) (593.1) (631.6) (646.3) (654.1) (660.8) (667.3) (673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $142.0 $204.8 $149.4 $130.8 $172.7 $485.5 $840.9 $1,041.1 $1 ,060.6 $1,233.9 $1 ,411.8 $1 ,326.7 $1 ,387.1 $1,441.0 $1 ,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7 .2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7 .2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2.7 (12.4) 7.1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $108.9 ($85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $679.6 $714.9 $700.2 $931.9 $906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $465.6 Taxes - (10.2) (1 .0) (0 .7) (0 .5) (5 .2) (3 .9) (5 .0) (21.3) (80.0) (165.8) (172.8) (168.5) (226.1) (219.5) (228.1) (235.1) (241.8) (197.8) (176.1) (115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0.5 (0 .1) (2 .2) (1 .4) (1 .1) (7 .5) (16.0) (26.7) (11.7) (5 .9) (6.7) (5 .9) (6 .2) (6 .4) (6 .5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1 .3) (1 .3) (1 .3) (1 .3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1 .3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 104.55 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.57 Price per Share: $19.35 $18.43 $17.57 $16.76 $16.00 Source: AVALANCHE projections as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% and an ex-U.S. average tax rate of 15.0%. 23FINANCIAL ANALYSIS CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Net Present Value Analysis (Prob. Adjusted) Valuation discounted at 12.0% WACC; no terminal value Net Present Value Analysis Based on AVALANCHE Projections Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P WW (US$ in millions) Revenue AVALANCHE Sales $11.5 $62.8 $57.3 $33.2 $33.0 $12.2 $14.3 $56.1 $154.9 $322.9 $405.5 $447.2 $487.2 $525.6 $565.5 $607.1 $649.2 $692.3 $346.2 $173.1 $86.5 AVALANCHE Royalty Revenue 4.2 17.2 26.6 31.1 23.3 51.3 123.6 225.8 376.9 588.6 828.9 997.9 1,144.0 1,310.7 1,392.8 1,426.3 1,445.9 1,462.7 1,400.1 1,379.4 973.4 Total $15.7 $80.1 $83.9 $64.3 $56.3 $63.6 $137.9 $281.9 $531.8 $911.5 $1,234.4 $1,445.0 $1,631.2 $1 ,836.3 $1,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1 ,552.5 $1 ,059.9 Growth 34.7% 4.8% (23.3%) (12.5%) 13.0% 116.9% 104.4% 88.6% 71.4% 35.4% 17.1% 12.9% 12.6% 6.6% 3.8% 3.0% 2.9% (19.0%) (11.1%) (31.7%) Tegsedi/Waylivra Reimbursement 1.0 4.0 4.0 3.5 3.5 3.5 2.5 0.4 - - - - - - - - - - - - - Upfront, Dev. & Reg. Milestones 75.0 404.0 - 105.1 173.0 164.5 10.8 - 54.6 56.6 12.4 - - - - - - - - - - Sales milestones - - - - - - 81.7 - 184.6 210.1 245.0 122.0 230.4 168.6 - - - - - - - Total Revenue $91.7 $488.1 $87.9 $172.9 $232.8 $231.5 $232.9 $282.2 $770.9 $1,178.1 $1 ,491.7 $1,567.1 $1 ,861.6 $2 ,004.8 $1 ,958.3 $2,033.4 $2 ,095.1 $2 ,155.0 $1,746.3 $1,552.5 $1,059.9 Less: ISLANDERS Royalties - (2.1) (3 .2) (6.1) (7.0) (0.5) - - - - - - - - - - - - - - - Less: ISLANDERS Share of Royalties - - (0.2) (0.9) (1.5) (18.5) (55.8) (109.5) (180.4) (274.6) (378.3) (445.5) (512.5) (593.1) (631.6) (646.3) (654.1) (660.8) (667.3) (673.9) (478.8) Less: ISLANDERS Share of Milestones (37.5) (127.0) - (23.9) (19.6) (63.1) (46.2) - (105.0) (62.5) (72.3) (61.0) (115.2) - - - - - - - - Net Revenue $54.2 $359.0 $84.4 $142.0 $204.8 $149.4 $130.8 $172.7 $485.5 $840.9 $1,041.1 $1 ,060.6 $1,233.9 $1 ,411.8 $1 ,326.7 $1 ,387.1 $1,441.0 $1 ,494.2 $1,079.0 $878.6 $581.1 TTR-L ISLANDERS Net Revenue Share - ($75.0) - ($28.7) ($68.1) ($24.0) ($8.0) ($30.7) ($100.0) ($251.9) ($295.3) ($277.0) ($303.1) ($409.4) ($347.5) ($370.4) ($393.4) ($416.7) ($205.8) ($102.3) ($51.2) Net Revenue, post TTR-L ISLANDERS Share $54.2 $284.0 $84.4 $113.3 $136.7 $125.4 $122.8 $142.0 $385.4 $589.0 $745.9 $783.5 $930.8 $1,002.4 $979.2 $1,016.7 $1,047.5 $1,077.5 $873.1 $776.3 $530.0 COGS (1.9) (11.4) (13.5) (11.4) (9.1) (5.0) (3.7) (2.7) (6.4) (13.3) (17.0) (18.8) (20.5) (22.0) (23.7) (25.4) (27.1) (28.8) (14.4) (7 .2) (3.6) as % of AVALANCHE Sales 16.1% 18.2% 23.6% 34.3% 27.7% 40.7% 26.3% 4.8% 4.1% 4.1% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% Gross Profit $52.4 $347.6 $70.9 $130.6 $195.7 $144.4 $127.1 $170.0 $479.1 $827.6 $1,024.1 $1,041.8 $1,213.4 $1,389.7 $1,303.0 $1,361.7 $1,413.9 $1,465.4 $1,064.5 $871.4 $577.5 OpEx Commercial (26.8) (89.2) (78.9) (55.9) (53.2) (41.0) (37.5) (36.5) (36.6) (37.3) (36.6) (37.1) (36.3) (36.8) (37.6) (38.1) (38.6) (39.2) (30.1) (30.4) (30.7) Med Affairs (3.8) (17.5) (15.5) (12.3) (8.9) (7.9) (8.7) (9.7) (9.3) (6.4) (5.8) (6.2) (3.2) (3.2) (3.0) (3.1) (3.2) (3.3) (1.6) (1.7) (1.7) Commercial & Med Affairs (30.6) (106.8) (94.4) (68.2) (62.1) (48.9) (46.2) (46.2) (45.9) (43.6) (42.4) (43.2) (39.5) (40.0) (40.6) (41.2) (41.8) (42.5) (31.7) (32.1) (32.4) as % of AVALANCHE Sales 266.1% 169.9% 164.7% 205.6% 188.3% 399.3% 324.0% 82.4% 29.6% 13.5% 10.5% 9.7% 8.1% 7.6% 7.2% 6.8% 6.4% 6.1% 9.2% 18.5% 37.5% Development & Regulatory (32.5) (59.9) (67.5) (62.1) (47.0) (19.0) (11.9) (2.8) - - - - - - - - - - - - - G&A (7 .2) (28.7) (29.4) (30.2) (31.0) (31.9) (32.8) (33.7) (34.7) (35.7) (36.6) (37.6) (38.6) (39.5) (40.5) (41.5) (42.4) (43.4) (44.4) (45.4) (46.3) Total OpEx ($70.3) ($195.4) ($191.3) ($160.5) ($140.1) ($99.7) ($90.8) ($82.7) ($80.6) ($79.3) ($79.0) ($80.8) ($78.1) ($79.5) ($81.1) ($82.6) ($84.2) ($85.9) ($76.1) ($77.4) ($78.7) as % of AVALANCHE Sales 610.9% 310.9% 333.7% 483.7% 425.0% 814.6% 637.0% 147.4% 52.0% 24.6% 19.5% 18.1% 16.0% 15.1% 14.3% 13.6% 13.0% 12.4% 22.0% 44.7% 91.0% Operating Income (Loss) ($17.9) $152.2 ($120.4) ($29.8) $55.5 $44.7 $36.3 $87.3 $398.5 $748.3 $945.1 $960.9 $1,135.3 $1,310.2 $1,221.9 $1,279.1 $1,329.6 $1,379.5 $988.4 $794.0 $498.8 As % of Net Revenue - 42.4% - - 27.1% 29.9% 27.7% 50.6% 82.1% 89.0% 90.8% 90.6% 92.0% 92.8% 92.1% 92.2% 92.3% 92.3% 91.6% 90.4% 85.8% ISLANDERS Profit/Loss Share (23.4) 43.3 (34.5) (6.0) 36.8 2.7 (12.4) 7.1 73.9 223.4 265.6 246.0 273.1 378.4 315.4 337.2 359.0 381.1 182.7 82.7 33.1 ISLANDERS TTR-L Milestones - - - 26.8 68.9 - 15.3 27.0 94.5 189.0 - - 162.0 - - - - - - - - RX Operating Income to AVALANCHE $5.5 $108.9 ($85.9) ($50.6) ($50.1) $42.0 $33.4 $53.2 $230.1 $335.9 $679.6 $714.9 $700.2 $931.9 $906.5 $941.9 $970.6 $998.5 $805.7 $711.3 $465.6 Taxes - (10.2) (1 .0) (0 .7) (0 .5) (5 .2) (3 .9) (5 .0) (21.3) (80.0) (165.8) (172.8) (168.5) (226.1) (219.5) (228.1) (235.1) (241.8) (197.8) (176.1) (115.6) Tax-Effected EBIT $5.5 $98.7 ($86.8) ($51.3) ($50.6) $36.8 $29.5 $48.2 $208.8 $255.8 $513.8 $542.1 $531.8 $705.8 $687.1 $713.8 $735.6 $756.6 $607.9 $535.2 $350.0 (+) Depreciation / Amortization - - - - - - - - - - - - - - - - - - - - - (+) (Inc.) / Dec. in Working Capital - (7.7) 0.5 (0 .1) (2 ..2) (1 .4) (1 .1) (7 .5) (16.0) (26.7) (11.7) (5 .9) (6.7) (5 .9) (6 .2) (6 .4) (6 .5) (6.7) 53.0 27.3 13.7 (-) Capital Expenditures (0.3) (1 .3) (1 .3) (1 .3) (1 .3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1.3) (1 .3) (1.3) (1.3) (1 .3) Free Cash Flow $5.2 $89.8 ($87.6) ($52.7) ($54.1) $34.2 $27.2 $39.4 $191.6 $227.9 $500.8 $535.0 $523.8 $698.6 $679.6 $706.2 $727.8 $748.7 $659.6 $561.2 $362.5 Discounted Free Cash Flow $5.1 $82.3 ($71.8) ($38.6) ($35.3) $19.8 $13.8 $17.9 $77.7 $84.5 $165.9 $158.2 $138.3 $164.7 $143.1 $132.7 $122.1 $112.2 $88.2 $67.0 $38.7 Cumulative Free Cash Flow $1,486.5 Terminal Value $0.0 Implied Enterprise Value $1,486.5 (+) Cash $350.0 (-) Debt $0.0 WACC Implied Equity Value $1,836.5 11.0% 11.5% 12.0% 12.5% 13.0% Fully Diluted Share Count 104.55 Equity Value: $1,837 $2,023 $1,927 $1,837 $1,752 $1,673 Implied Price per Share $17.57 Price per Share: $19.35 $18.43 $17.57 $16.76 $16.00 Source: AVALANCHE projections as of August 18, 2020. Note: Cash flows discounted to September 30, 2020 using a 12.0% WACC and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE. U.S. NOL benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. Per AVALANCHE, taxes calculated at a U.S. blended tax rate of 25.0% and an ex-U.S. average tax rate of 15.0%. 23
CONFIDENTIAL – For Affiliate Transactions Committee Use Only 4. APPENDIXCONFIDENTIAL – For Affiliate Transactions Committee Use Only 4. APPENDIX
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,031 $3,532 1.31 1.31 Amicus Therapeutics, Inc. 4,033 3,885 1.39 1.39 GW Pharmaceuticals plc 3,501 3,877 0.95 0.87 PTC Therapeutics, Inc. 3,319 2,841 1.20 1.20 Zogenix, Inc. 1,267 877 1.11 1.11 Esperion Therapeutics, Inc. 920 619 1.25 1.25 Mean 1.19 Median 1.22 AVALANCHE 1.62 1.22 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Debt / Total Capitalization 30.00% Cost of Debt 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.29% Risk Free Rate 1.29% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.62 (d) Size Premium 1.47% Cost of Equity 14.32% Weighted Average Cost of Capital 12.39% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 28, 2020. (a) 5-year daily adjusted beta per Bloomberg as of August 28, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. (b) Per AVALANCHE as of August 28, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. (c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 28, 2020. (d) Per Duff & Phelps 2020 Valuation Handbook. (e) Per Cowen estimates. 25APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Weighted Average Cost of Capital Calculation WEIGHTED AVERAGE COST OF CAPITAL (WACC) CALCULATION (US$ in millions) Selected Companies a Company Name Market Cap Enterprise Value 5-Yr Levered β( ) Unlevered β Global Blood Therapeutics, Inc. $4,031 $3,532 1.31 1.31 Amicus Therapeutics, Inc. 4,033 3,885 1.39 1.39 GW Pharmaceuticals plc 3,501 3,877 0.95 0.87 PTC Therapeutics, Inc. 3,319 2,841 1.20 1.20 Zogenix, Inc. 1,267 877 1.11 1.11 Esperion Therapeutics, Inc. 920 619 1.25 1.25 Mean 1.19 Median 1.22 AVALANCHE 1.62 1.22 Weighted Average Cost of Capital (WACC) Calculation (b) Capital Structure Mix Cost of Debt Calculation (e) Debt / Total Capitalization 30.00% Cost of Debt 10.50% Equity / Total Capitalization 70.00% Marginal Tax Rate 25.00% Debt / Equity 0.43 After Tax Cost of Debt 7.88% Additional Inputs Cost of Equity Calculation (c) Risk Free Rate 1.29% Risk Free Rate 1.29% (d) Market Risk Premium 7.15% Market Risk Premium 7.15% Levered Beta 1.62 (d) Size Premium 1.47% Cost of Equity 14.32% Weighted Average Cost of Capital 12.39% Source: Bloomberg, Capital IQ, U.S. Treasury, and Duff & Phelps 2020 Valuation Handbook. Note: Market data as of August 28, 2020. (a) 5-year daily adjusted beta per Bloomberg as of August 28, 2020. AVALANCHE levered beta calculated by taking the median unlevered beta of the set of comparable companies and re-levering it at the target capital structure mix as provided by AVALANCHE. (b) Per AVALANCHE as of August 28, 2020. Total Capitalization is equal to the sum of Net Debt plus Equity Market Capitalization. (c) Based on 20-year U.S. Treasury yield rate per U.S. Treasury website as of August 28, 2020. (d) Per Duff & Phelps 2020 Valuation Handbook. (e) Per Cowen estimates. 25
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — U.S. NOL Benefit Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ($92.3 ) ($55.3 ) ($53.2 ) $17.7 $43.0 $50.5 $221.9 $314.3 $638.7 $655.7 $634.6 $863.1 $835.0 $868.1 $894.6 $920.5 $769.4 $694.1 $457.4 State Taxes - (5.2) - - - (0 .9) (2 .2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ($92.3) ($55.3) ($53.2 ) $16.8 $40.8 $48.0 $210.7 $298.4 $606.4 $622.5 $602.5 $819.4 $792.8 $824.1 $849.3 $873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ($91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ($20.1 ) ($76.8 ) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.5 - - - $2.8 $6.9 $8.1 $35.4 $1.8 - - - - - - - - - - - Discounted Free Cash Flow - $15.0 - - - $1 .5 $3.2 $3 .3 $1 2.8 $0.6 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%. 26APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — U.S. NOL Benefit Year 4QP'20 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P 2031P 2032P 2033P 2034P 2035P 2036P 2037P 2038P 2039P 2040P US ($ in millions) U.S. Operating Income (Loss) $7.2 $103.7 ($92.3 ) ($55.3 ) ($53.2 ) $17.7 $43.0 $50.5 $221.9 $314.3 $638.7 $655.7 $634.6 $863.1 $835.0 $868.1 $894.6 $920.5 $769.4 $694.1 $457.4 State Taxes - (5.2) - - - (0 .9) (2 .2) (2.6) (11.2) (15.9) (32.3) (33.2) (32.1) (43.7) (42.3) (44.0) (45.3) (46.6) (39.0) (35.1) (23.2) U.S. Federal PBT $7.2 $98.4 ($92.3) ($55.3) ($53.2 ) $16.8 $40.8 $48.0 $210.7 $298.4 $606.4 $622.5 $602.5 $819.4 $792.8 $824.1 $849.3 $873.8 $730.4 $658.9 $434.2 NOL (BOP) 139.5 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - NOL Recognized (78.7) - - - (13.5) (32.7) (38.4) (168.5) (8.5) - - - - - - - - - - - NOL Accumulated - 92.3 55.3 53.2 - - - - - - - - - - - - - - - - NOL (EOP) 60.8 153.1 208.4 261.6 248.1 215.5 177.1 8.5 - - - - - - - - - - - - EBIT (Post-NOL) 7.2 19.7 (92.3) (55.3) (53.2) 3.4 8.2 9.6 42.1 289.8 606.4 622.5 602.5 819.4 792.8 824.1 849.3 873.8 730.4 658.9 434.2 Federal Taxes - ($4.1) - - - ($0.7) ($1.7) ($2.0) ($8.8) ($60.9) ($127.3) ($130.7) ($126.5) ($172.1) ($166.5) ($173.1) ($178.4) ($183.5) ($153.4) ($138.4) ($91.2) Total U.S. Taxes - ($9.4) - - - ($1.6) ($3.9) ($4.6) ($20.1 ) ($76.8 ) ($159.7) ($163.9) ($158.7) ($215.8) ($208.8) ($217.0) ($223.6) ($230.1) ($192.3) ($173.5) ($114.4) NOL Benefit - $16.5 - - - $2.8 $6.9 $8.1 $35.4 $1.8 - - - - - - - - - - - Discounted Free Cash Flow - $15.0 - - - $1 .5 $3.2 $3 .3 $1 2.8 $0.6 - - - - - - - - - - - Cumulative Free Cash Flow $36.5 Terminal Value $0.0 Implied NOL Tax Shield Value $36.5 Source: AVALANCHE projections as of August 18, 2020. Note: U.S. NOL tax benefit discounted to September 30, 2020 using a 14.0% cost-of-equity and mid-period convention. U.S. Taxes accounts for estimated December 31, 2020 U.S. NOL balance of $139.5mm, per AVALANCHE estimates. State taxes calculated using implied average state tax rate of 5%. 26
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Diluted Share Count Components AVALANCHE DILUTED SHARES AVALANCHE OPTIONS SCHEDULE SUMMARY Dilution Outstanding Options # Diluted #(mm) (a) Strick Price Range Options # (mm) in TSM (mm) $0.00 - $9.99 0.945 0.597 Common Stock 101.615 $10.00 - $10.99 0.036 0.014 Restricted Stock Units 1.536 $11.00 - $11.99 0.032 0.010 Employee Stock Purchase Plan (ESPP) 0.040 $12.00 - $12.99 1.710 0.488 (a) Total Options Outstanding (Treasury Stock Method) 1.362 $13.00 - $13.99 0.279 0.067 Diluted Shares 104.554 $14.00 - $14.99 0.605 0.102 $15.00 - $15.99 0.223 0.025 $16.00 - $16.99 1.325 0.056 $17.00 - $17.99 0.737 0.003 $18.00 - $18.99 0.222 0.000 $19.00 - $19.99 0.269 0.000 $20.00 - $35.99 3.669 0.000 Total 10.053 1.362 Source: AVALANCHE as of August 27, 2020. (a) Calculated using Treasury Stock Method (TSM) with stock price of $17.57 per share based on mid point of NPV analysis using AVALANCHE projections as of August 18, 2020 and 12.0% WACC. 27APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Diluted Share Count Components AVALANCHE DILUTED SHARES AVALANCHE OPTIONS SCHEDULE SUMMARY Dilution Outstanding Options # Diluted #(mm) (a) Strick Price Range Options # (mm) in TSM (mm) $0.00 - $9.99 0.945 0.597 Common Stock 101.615 $10.00 - $10.99 0.036 0.014 Restricted Stock Units 1.536 $11.00 - $11.99 0.032 0.010 Employee Stock Purchase Plan (ESPP) 0.040 $12.00 - $12.99 1.710 0.488 (a) Total Options Outstanding (Treasury Stock Method) 1.362 $13.00 - $13.99 0.279 0.067 Diluted Shares 104.554 $14.00 - $14.99 0.605 0.102 $15.00 - $15.99 0.223 0.025 $16.00 - $16.99 1.325 0.056 $17.00 - $17.99 0.737 0.003 $18.00 - $18.99 0.222 0.000 $19.00 - $19.99 0.269 0.000 $20.00 - $35.99 3.669 0.000 Total 10.053 1.362 Source: AVALANCHE as of August 27, 2020. (a) Calculated using Treasury Stock Method (TSM) with stock price of $17.57 per share based on mid point of NPV analysis using AVALANCHE projections as of August 18, 2020 and 12.0% WACC. 27
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $877.3 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 120.8 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.1 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.2 6.0% 84.1% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.7 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.6 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 91.9% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.3% 93.2% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.6 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.4 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 28, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 28 had 101.6mm total common shares outstanding as of August 27, 2020, per AVALANCHE. APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only AVALANCHE — Ownership Profile (shares in millions) Position Change Current Ownership % Weight in % Ownership Shareholder Value ($mm) Ex-ISLANDERS CSO Position of All CSO 1Q2020 4Q2019 3Q2019 ISLANDERS 77.1 77.1 77.1 70.2 75.9% $877.3 43.3% Fidelity 10.6 10.7 10.8 11.3 10.4% 120.8 25.5% 68.8% Novartis 6.3 6.3 6.3 6.3 6.2% 71.1 BlackRock 2.3 1.8 1.9 1.9 9.4% 78.2% 2.3% 26.2 6.0% 84.1% 1.4% The Vanguard Group 1.5 1.4 1.4 1.7 16.7 Bellevue 1.5 3.2 3.2 3.1 6.0% Top 5 90.1% 1.4% 16.6 D.E. Shaw 0.4 0.3 0.2 0.1 1.8% 0.4% 5.1 91.9% Geode 0.3 0.3 0.3 0.3 0.3% 3.8 1.3% 93.2% 0.3% State Street 0.3 0.7 0.7 0.6 1.3% 3.6 100% Renaissance 0.3 0.0 0.1 0.0 100% 0.3% 3.4 1.2% Technologies AVALANCHE non-individual ownership remains highly concentrated with the top 10 shareholders holding ~100% Denotes overlapping shareholder with ISLANDERS Denotes shareholder purchased additional shares since prior quarter Denotes shareholder sold additional shares since prior quarter Source: Capital IQ as of August 28, 2020. Note: Total % ownership in AVALANCHE currently exceeds 100%. Reporting requirements for holdings data may not be aligned with the financials reporting of shares outstanding. AVALANCHE 28 had 101.6mm total common shares outstanding as of August 27, 2020, per AVALANCHE.
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 29APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only All Industries: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected Announce Date Acquiror Target Value ($mm) Equity Value Prior to Deal (%) Premium (%) Ownership: 50-75% 07/26/2020 CNX Midstream Partners LP CNX Resources Corp $356 $760 53.1% 15.0% 11/27/2019 KYOCERA AVX 1,031 3,679 72.0% 44.6% 08/08/2019 BridgeBio Pharma Eidos Therapeutics 478 1,430 66.6% 20.9% 02/19/2019 Jefferies Financial HomeFed Corporation 189 631 70.1% 15.3% 11/16/2018 Employers Mutual Casualty EMC Insurance Group 356 780 54.3% 50.1% 06/19/2018 Roche Holdings Foundation Medicine 2,395 5,519 56.6% 29.0% 01/09/2018 Evergreen Parent AmTrust Financial Services 1,447 2,896 50.0% 45.5% 12/12/2016 Fujian Thaihot Alliance Healthcare Services 74 153 51.6% 66.7% 08/18/2016 Investor Group Emmis Communications 24 50 52.0% 2.8% 03/07/2016 Great American Insurance National Interstate Corp 312 633 50.8% 43.7% 01/15/2016 Investor Group Synutra International 125 343 63.5% 63.0% 07/13/2015 Investor Group Books-A-Million 20 46 57.6% 23.1% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics 112 267 58.0% 77.6% 12/13/2012 Sprint Nextel Clearwire 3,800 7,631 50.2% 285.0% 11/28/2012 Danfoss Sauer-Danfoss 693 2,835 75.6% 48.6% 11/28/2012 GETCO Holdings Knight Capital Group 578 1,376 58.0% 26.3% 02/23/2011 Enterprise Products Operating Duncan Energy Partners 1,050 2,532 58.5% 34.6% 11/03/2009 Tilman J Fertitta Landry's Restaurants 178 395 55.1% 36.0% 08/11/2008 Bank of Tokyo UnionBanCal Corp 3,707 10,714 65.4% 24.5% 07/21/2008 Roche Holdings Genentech 46,800 105,882 55.8% 16.1% 03/09/2008 Nationwide Mutual Insurance Nationwide Financial Services 2,479 7,356 66.3% 38.0% 08/09/2007 Applied Digital Solutions Digital Angel 31 69 55.2% 10.0% 04/01/2007 Sam Zell Tribune 3,638 7,651 52.5% 5.9% 11/20/2006 Toronto-Dominion TD Banknorth 3,200 7,442 57.0% 6.5% 10/08/2006 VNU NV NetRatings 378 853 55.8% 44.1% 02/06/2006 Lafarge Lafarge North America 3,528 7,538 53.2% 33.1% 10/09/2005 ev3 Micro Therapeutics 101 338 70.2% 33.0% 09/01/2005 IYG Holding 7-Eleven 1,302 4,769 72.7% 15.0% 03/07/2005 Investor Group Insight Communications 718 1,851 61.2% 21.4% 01/18/2005 Liberty Media UGC Holdings 3,600 7,660 53.0% -2.3% Median 31.0% Ownership: 76-89% 02/29/2016 Icahn Enterprises Federal-Mogul Holdings $305 $1,690 82.0% 86.0% 02/07/2011 Berkshire Hathaway Wesco Financial 548 2,752 80.1% 20.3% 09/28/2007 Great American Financial American Financial 225 1,184 81.0% 15.0% 07/11/2007 LVB Acquisition Biomet 2,046 13,409 84.7% 32.3% 03/21/2005 News Corp Fox Entertainment 6,600 36,872 82.1% 17.6% 03/03/2005 Vishay Intertechnology Siliconix 197 1,003 80.4% 16.2% Median 18.9% 1st Quartile 16.1% Median 27.6% 3rd Quartile 44.0% Source: Thomson SDC, Capital IQ, SEC filings and company press releases. 29
APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. (a) Values rounded to the nearest $10mm. (b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids. 30APPENDIX CONFIDENTIAL – For Affiliate Transactions Committee Use Only Healthcare: Precedent Minority Squeeze-Out Premiums Stub Implied Total Acquiror Ownership Unaffected (a) (a) Value ($mm) Equity Value Announce Date Acquiror Target Prior to Deal (%) Premium (%) 06/19/2018 Roche Holdings Foundation Medicine $2,400 $5,520 56.6% 29.0% 02/19/2013 Chiesi Pharmaceuticals Cornerstone Therapeutics $110 $270 58.0% 77.6% 07/21/2008 Roche Holdings Genentech $46,800 $105,880 55.8% 16.1% 10/09/2005 ev3 Micro Therapeutics $100 $340 70.2% 33.0% 1st Quartile 26% Median 31% 3rd Quartile 44% (b) Unsuccessful Squeeze-Out Bids 08/08/2019 BridgeBio Pharma Eidos Therapeutics (Initial Bid) $478 $1,430 66.6% 20.9% 10/14/2019 BridgeBio Pharma Eidos Therapeutics (Final Bid) $551 $1,650 66.6% 39.5% Source: Thomson SDC, SEC filings. Note: Includes healthcare deals where an existing shareholder of >50% of outstanding shares acquired all remaining outstanding shares since 2000. (a) Values rounded to the nearest $10mm. (b) BridgeBio / Eidos transaction was terminated as Eidos Special Committee rejected both bids. 30
CONFIDENTIAL – For Affiliate Transactions Committee Use Only THANK YOUCONFIDENTIAL – For Affiliate Transactions Committee Use Only THANK YOU
Exhibit (c)(5) Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission. Exhibit (c)(5) Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission.
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