Taro Pharmaceuticals Inc. acquired Zalicus Pharmaceuticals Ltd. from EPIRUS Biopharmaceuticals, Inc. (NasdaqCM:EPRS) for CAD 60.3 million on October 1, 2015. Under the terms of the deal, the consideration comprises of CAD 5 million in cash and promissory note in the amount of CAD 5 million with a maturity date of July 1, 2017. The promissory note is repayable either in cash or through Taro's transfer back of the Z944 assets, including any further developments made by Taro to such assets, to EPIRUS. No repayment of the promissory note is required until such maturity date. If Taro elects to repay the promissory note in cash and continue development of the Z944 assets, EPIRUS will also be entitled to additional payments of up to $7.5 million (CAD 10.05 million) upon achievement of certain regulatory filings and approvals of the Z944 assets and up to $30 million (CAD 40.2 million) upon achievement of certain sales milestones for the Z944 assets.

The deal is subject to written resignations of all directors and officers, approval from Vendor's IP counsel, Clark + Elbing LLP, ertificate of status from the jurisdiction governing its corporate existence and certain other conditions. Danny Lang, Katherine Carre, Jeff Gordon, Adrian Liu and Christine Pallota of Borden Ladner Gervais LLP acted as legal advisors to Taro Pharmaceuticals. Blake, Cassels & Graydon LLP acted as legal advisor to Epirus. The conversions are done using www.oanda.com as on October 1, 2015.

Taro Pharmaceuticals Inc. completed the acquisition of Zalicus Pharmaceuticals Ltd. from EPIRUS Biopharmaceuticals, Inc. (NasdaqCM:EPRS) on October 1, 2015.