Acacia Pharma : Offer by Eagle – Scheme Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

This Document contains a proposal which, if implemented, will result in the cancellation of the listing and trading of Acacia Shares on Euronext Brussels.

If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your Acacia Shares, please send this Document together with the accompanying documents (other than documents or forms personal to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Acacia Shares, you should retain these documents and contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

Recommended acquisition of

Acacia Pharma Group PLC

("Acacia")

by

Eagle Pharmaceuticals, Inc.

("Eagle")

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

The release, publication or distribution of this Document and any accompanying documents (in whole or in part) in, into or from jurisdictions other than the United Kingdom and Belgium may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Securities may not be offered or sold in the United States unless registered under the US Securities Act and applicable state securities laws or are exempt from such registration. In reliance on the exemption provided by section 3(a)(10) of the US Securities Act, the issuance of the New Eagle Shares to be issued pursuant to the Scheme has not been and will not be registered with the SEC under the US Securities Act.

Neither this Document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus-equivalent document. This Document has not been submitted to nor approved by the Belgian Financial Services and Markets Authority.

GENERAL

This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy.

Your attention is drawn to the letter from the Chairman of Acacia in Part I (Letter from the Chairman of Acacia) of this Document, which contains the unanimous recommendation of the Acacia Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Greenhill explaining the Scheme appears in Part II (Explanatory Statement) of this Document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.

Action to be taken by Scheme Shareholders at the Court Meeting and Acacia Shareholders at the General Meeting is set out in the section "Action to be Taken" below and at section 22 of Part II (Explanatory Statement) of this Document. Scheme Shareholders and Acacia Shareholders are strongly encouraged to complete, sign and return the enclosed blue Form of Proxy for the Court Meeting and the enclosed yellow Form of Proxy for the General Meeting in accordance with the instructions printed thereon (or to appoint a proxy electronically as referred to in this Document) as soon as possible, but in any event, to be received by Acacia's Registrar, Equiniti, not later than, in respect of the Court Meeting, 4:00 p.m. (London time) and, in respect of the General Meeting, 4:15 p.m. (London time), in each case, on 17 May 2022, such time being 48 hours (excluding any part of such 48 hour period not falling on a Business Day) before the time fixed for the relevant Meeting or, in the case of any adjournment thereof, not later than 48 hours (excluding any part of such 48 hour period not falling on a Business Day) before the time fixed for the relevant adjourned Meeting.

Scheme Shareholders and Acacia Shareholders can appoint a proxy and submit voting instructions through any method described in this Document (see the section "Action to be Taken" below and at section 22 of Part II (Explanatory Statement) of this Document), including electronically through CREST or by completing, signing and returning the Forms of Proxy by post or email in advance of the relevant time for proxy submission. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time referred to above, a copy of the blue Form of Proxy may be: (i) emailed [e-mail] at any time after such time but prior to 30 minutes before the commencement of the Court Meeting (or any adjournment thereof); or (ii) handed to a representative of Equiniti on behalf of the Chair of the Court Meeting, or directly to the Chair of the Court Meeting, at the Court Meeting before the Court Meeting commences. However, if the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

In addition to being able to attend, ask questions and/or raise objections and vote at the Court Meeting in person, Scheme Shareholders will be given the opportunity to instead attend, ask written questions and/or raise any objections and vote at the Court Meeting remotely via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. Acacia Shareholders may access, ask written questions and follow the business of the General Meeting remotely via the Virtual Meeting Platform.

COVID-19 RESTRICTIONS

Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Sullivan & Cromwell LLP at 125 Broad Street, New York, New York 10004-2498, United States on 19 May 2022 and through the electronic facilities that are being made available via the Virtual Meeting Platform on 19 May 2022, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting) respectively of this Document. The Court Meeting will start at 4:00 p.m. (London time) on that date and the General Meeting will start at 4:15 p.m. (London time) on that date or as soon thereafter as the Court Meeting concludes or is adjourned.

Whilst COVID-19 restrictions have been lifted as at the date of publication of this Document, the Acacia Directors note that the COVID-19 situation is constantly evolving, and the US federal and/or New York State government may change current restrictions or implement further measures, which affect the holding of shareholder meetings. As such, whilst Scheme Shareholders and Acacia Shareholders will be permitted to attend the Court Meeting and General Meeting, respectively, in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force), Scheme Shareholders and Acacia Shareholders are strongly encouraged to appoint "the Chair of the meeting" as their proxy for the Court Meeting and General Meeting, respectively. If any other person is appointed as proxy and COVID-19

restrictions that affect the holding of the Meetings are subsequently introduced, that proxy may not be permitted to attend the relevant Meeting in person (but will be able to remotely attend, ask questions and/or raise any objections (in the case of the Court Meeting) and vote at the relevant Meeting via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide). Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to Scheme Shareholders and Acacia Shareholders before the relevant Meeting, including through Acacia's website athttps://acaciapharma.com/investorsand by announcement.

Further details of the arrangements, including the Virtual Meeting Platform, for the Court Meeting and the General Meeting are set out below.

VIRTUAL MEETING PLATFORM

Acacia remains firmly committed to encouraging shareholder engagement during the business of the Court Meeting and the General Meeting. As such, Scheme Shareholders and Acacia Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be given the opportunity to access, follow the business of, attend, submit written questions and/or raise any objections (in the case of the Court Meeting) and vote at the Court Meeting and the General Meeting remotely via the Virtual Meeting Platform (as explained further below and in the Virtual Meeting Guide) and in the notices of the Court Meeting and the General Meeting set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting ) of this Document.

Scheme Shareholders (including their duly appointed proxies and/or corporate representatives) will also be permitted to attend, submit written questions and/or raise any objections (in the case of the Court Meeting) and vote at the Court Meeting and the General Meeting remotely via the Virtual Meeting Platform (even if a proxy appointment or voting instruction is submitted in advance).

INSTRUCTIONS FOR ACCESSING THE VIRTUAL MEETING PLATFORM

Scheme Shareholders and Acacia Shareholders respectively (together with their duly appointed proxies and/ or corporate representatives) will be given the opportunity to access, follow the business of, attend, submit written questions and/or raise any objections (in the case of the Court Meeting) and vote at the Court Meeting and the General Meeting remotely via the Virtual Meeting Platform. Scheme Shareholders and Acacia Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox and Safari, and can be accessed using any web browser, on a PC, tablet or smartphone device. To attend remotely, submit questions and/or vote using this method, please go tohttps://web.lumiagm.com/115-891-305.

Once you have accessedhttps://web.lumiagm.com/115-891-305from your web browser, you will be prompted to enter your Shareholder Reference Number ("SRN") and PIN number (this is the first two and last two digits of the SRN). Your SRN, including any zeros, and your PIN number can be found printed on your Form of Proxy. If you are not in receipt of your SRN, this can also be found on a share certificate, nominee statement or dividend confirmation (tax voucher), or, alternatively, if you are already registered on this website, you can sign in towww.shareview.co.ukto obtain your SRN. Access to the Meetings via the website will be available from 3:00 p.m. (London time) on 19 May 2022, as further detailed below. If you are unable to access your SRN and/or PIN, please contact Equiniti by [e-mail] your full name, postcode and SRN, if known. Mailboxes are monitored between 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Please note that calls may be monitored or recorded for security and training purposes, and Equiniti cannot provide advice on the merits of the Scheme or give any financial, legal or tax advice.

Acacia Shareholders and Scheme Shareholders are strongly encouraged to appoint the Chair of the relevant Meeting as their proxy. If you wish to appoint a person other than the Chair of the relevant Meeting as your proxy and for them to attend the Meeting remotely via the Virtual Meeting Platform on your behalf, please submit your proxy appointment in the usual way and then contact Equiniti by [e-mail] order to obtain their unique SRN and PIN (which you can then pass on to your duly appointed proxy). This should be done as soon as possible and at least 24 hours (excluding any part of such 24 hour period not falling on a Business Day) before the relevant Meeting.

If your Acacia Shares are held by a nominee and you wish to attend the Court Meeting and/or to follow the General Meeting remotely via the Virtual Meeting Platform, you must contact your nominee as soon aspossible. Your nominee must present a corporate letter of representation to Acacia's Registrar, Equiniti, as soon as possible and at least 72 hours (excluding any part of that period not falling on a Business Day) before the relevant Meeting, in order for Equiniti to provide your unique SRN and PIN to your nominee (to be passed on to you) to enable you to access the Virtual Meeting Platform.

Access to the Court Meeting will be available from 3:00 p.m. (London time) on 19 May 2022, although the voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open. Scheme Shareholders (and their duly appointed proxies and/or corporate representatives) will be permitted to submit written questions and/or raise any objections (via the Virtual Meeting Platform) to the Acacia Directors during the course of the Court Meeting.

The General Meeting will commence at 4:15 p.m. (London time) on 19 May 2022 or as soon thereafter as the Court Meeting concludes or is adjourned. As with the Court Meeting, Acacia Shareholders (and their duly appointed proxies and/or corporate representatives) will be permitted to submit written questions (via the Virtual Meeting Platform) to the Acacia Directors during the course of the General Meeting.

The Chair of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the relevant meeting, unless no response is required to be provided under the Companies Act, or in circumstances where the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of Acacia or the good order of the relevant Meeting.

If attending the relevant Meeting via the Virtual Meeting Platform, you must ensure you are connected to the internet at all times during such Meeting in order to access, follow the business of, submit written questions, submit any objections (in the case of the Court Meeting) and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Meetings. The Virtual Meeting Guide contains further information on accessing and engaging with the business of the Meetings remotely via the Virtual Meeting Platform and is available on Acacia's website athttps://acaciapharma.com/investors/shareholder-meetings.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Court Meeting remotely or in person, you are strongly advised to submit a proxy appointment and voting instruction (electronically through CREST, or by any other method described in this Document) or to complete, sign and return the enclosed blue Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event, to be received by Acacia's Registrar, Equiniti, not later than, in respect of the Court Meeting, 4:00 p.m. (London time) and, in respect of the General Meeting, 4:15 p.m. (London time), in each case, on 17 May 2022, such time being 48 hours (excluding any part of such 48 hour period not falling on a Business Day) before the time fixed for the relevant Meeting, or, in the case of any adjournment thereof, not later than 48 hours (excluding any part of such 48 hour period not falling on a Business Day) before the time fixed for the relevant adjourned Meeting. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, a copy of the blue Form of Proxy may be: (i) emailed [e-mail] at any time after such time but prior to 30 minutes before the commencement of the Court Meeting (or any adjournment thereof); or (ii) handed to a representative of Equiniti on behalf of the Chair of the Court Meeting, or directly to the Chair of the Court Meeting, at the Court Meeting before the Court Meeting commences. However, if the yellow Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

The appointment of a proxy (electronically through CREST, by completing, signing and returning the blue Form of Proxy by post or by any other procedure described in this Document) will not prevent Scheme Shareholders (or their duly appointed proxies and/or corporate representatives) from accessing, following the business of, attending, submitting written questions and/or raising any objections (in the case of the Court Meeting) and voting at the Court Meeting remotely via the Virtual Meeting Platform as described in the opening pages of this Document and in the Virtual Meeting Guide, if you are entitled to and wish to do so.

OTHER IMPORTANT INFORMATION

Certain terms used in this Document are defined in Part IX (Definitions). References to times in this Document are to London, UK time unless otherwise stated.

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically or how to complete the Forms of Proxy, please contact the Shareholder Helpline operated by Acacia's Registrar, Equiniti, by calling [phone] between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded for security and training purposes, and Equiniti cannot provide advice on the merits of the Scheme or give any financial, legal or tax advice.

Greenhill and Jefferies are acting as joint financial advisers exclusively for Acacia and no-one else in connection with the Scheme and will not regard any other person as a client in relation to the Scheme and will not be responsible to anyone other than Acacia for providing the protections afforded to clients of Greenhill, Jefferies or their affiliates, nor for providing advice in relation to the Scheme or any matter referred to herein.

William Blair is acting as financial adviser exclusively for Eagle and no-one else in connection with the Scheme, will not regard any other person as a client in relation to the Scheme and will not be responsible to anyone other than Eagle for providing the protections afforded to clients of William Blair or its affiliates, nor for providing advice in relation to the Scheme or any other matters referred to in this Document. Neither William Blair nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of William Blair in connection with this Document, any statement contained herein, the Scheme or otherwise.

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon as having been authorised by Acacia, the Acacia Directors, Eagle, the Eagle Directors or by Greenhill, Jefferies or William Blair or any other person involved in the Scheme. Neither the delivery of this Document nor holding the Court Meeting, the General Meeting, the Scheme Court Hearing or filing the Scheme Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Acacia Group or the Eagle Group since the date of this Document or that the information contained in, or incorporated into, this Document is correct as at any time subsequent to its date.