Aitua Enters Into Option Agreement With Nicox To Acquire Altacor

NicOx enters into option agreement to acquire Altacor

as a first step towards building an international

ophthalmology business· First step  in NicOx’s strategy to create an international late-stage development and commercial Ophthalmology Company based around therapeutics, diagnostics and devices

Initial £2 million investment to  purchase an 11.8 % stake in Altacor, with option to acquire the  entire

company Altacor has a strong presence in ophthalmology having marketed products including Clinitas™, a range of five  products for dry eye, a  UK  sales  infrastructure and  near-term  product  opportunities (ALT-005  and SOLO) with potential to drive future international growth

NicOx’s cash  position of  €93.1 million at  year-end 2011 offers flexibility to  acquire or in-license additional

ophthalmology assets to build a balanced portfolio

Web conferences to be held today at 10:00 CET / 09:00 GMT in French and 11:00 CET / 10:00 GMT  in English

March 21, 2012. Sophia Antipolis, France. www.nicox.com

NicOx S.A. (NYSE Euronext Paris: COX) today announces that it has entered into an agreement to acquire 11.8% of the shares of Altacor, a privately-held ophthalmology company based in the United Kingdom, and entered into an exclusive option agreement to acquire the remaining shares of Altacor, marking the first step in its strategic plan to become a latestage development and commercial ophthalmology company.

Altacor’s primary focus has been to build a specialty pharmaceutical company and has products, pipeline and

relationships in place to  advance this significantly with NicOx. Altacor markets prescription and over-the-counter (OTC)

products for the treatment of dry eye in the  United Kingdom and Ireland and  has a  diversified late-stage pipelineincluding ALT-005, a surgical antiseptic, and SOLO, a device for the insertion of IntraOcular Lenses (IOLs). Under the terms of the agreement, NicOx (the “Company”) is investing £2 million (approximately €2.4 million) in cash to acquire an initial  11.8% stake in  Altacor. In addition, NicOx has been granted an exclusive  call option to acquire the remaining shares of Altacor for an additional consideration of £9 million (approximately €10.8 million

(1) to be paid in NicOx shares,

cash or a combination of cash and shares at NicOx’s discretion. This option may be exercised by NicOx up until May 31, 2012. If agreed milestones are met, the consideration will be increased by up to £8.5 million.

NicOx’s strategic move to become an international ophthalmology company NicOx has been assessing a number of opportunities to build on its cash position in order to create long-term value for its shareholders. The ophthalmology market is experiencing significant growth and  the Company believes this therapeutic area  offers potential to create a mid-sized  international specialist pharmaceutical company.  The global ophthalmic market was valued at $16.2 billion in 2010 and is expected to reach $21.1 billion by 2016, growing at an average rate of

4.5% per annum

(2)

  NicOx has  already  gained significant expertise in ophthalmology through  its  collaborations  with

Bausch + Lomb, Pfizer, and a network of leading advisors and key opinion leaders (KOLs).

If NicOx decides to exercise its option to acquire all of the shares of Altacor, the acquisition would bring an experienced  commercial management team  and a  marketing platform supporting sales in the  UK and Ireland as a first step from which  to  build a presence in other EU countries.  Altacor also  offers  a near-term pipeline  and key partnerships  with leading specialist companies.

NicOx’s goal is to build a  diversified  late-stage  ophthalmology  portfolio with a clear route to  commercialization. The Company is currently evaluating a number of additional  ophthalmic acquisition and in-licensing opportunities, including therapeutics, diagnostics and devices, both in the United States and in Europe.

Michele Garufi, Chief Executive Officer of NicOx,  commented: “The execution of this  transaction is the first step in  executing  our strategy to become an  international ophthalmology company. NicOx is impressed by the skills and expertise within  Altacor, which brings marketed products, international leading partners and an innovative late-stage pipeline. If we exercise the option, the acquisition  of Altacor will also provide NicOx with an established infrastructure supporting sales in the UK and Ireland as a base for the future launch of additional products.“The positive top line results from the phase 2b study conducted with BOL-303259-X by Bausch + Lomb in patients with

open-angle glaucoma or ocular hypertension announced recently have significantly strengthened our potential position in the field of ophthalmology. Altacor is the first step  towards an expansion in the ophthalmic  market through future acquisitions and in-licensing of additional assets as a basis for our growth in Europe and  in the United States. We are making progress in our evaluation of other opportunities to achieve our goals.”

Dr  Fran Crawford,  CEO of  Altacor,  said: “Altacor and NicOx have  developed  a strong working  relationship. The companies are  strategically well aligned, both having similar perspectives on the emerging ophthalmology market. We therefore believe NicOx is an excellent partner for Altacor and the investment announced today will enable us to secure the development of the portfolio, including our lead candidate ALT-005. NicOx’s R&D and partnering expertise will be of significant benefit as we progress our late-stage pipeline.”

About Altacor

Altacor is a private specialist ophthalmology company founded in 2007 and based in Cambridge, UK. Altacor’s marketing platform in the UK and in Ireland for the commercialization of the Clinitas dry eye products is well established. The overall sales of the Clinitas products, which were launched between 2007 and 2011, reached approximately £660,000 in 2011 and  are growing rapidly. They cover mild to severe dry eye through a complete action on the three layers of the tear film, with three  OTC products (Clinitas Soothe®, Clinitas Hydrate® and Clinitas Ultra 3®) and two prescription products (Clinitas™ and Clinitas Gel™). Clinitas Soothe® and Clinitas™ feature the highest concentration of hyaluronic  acid (0.4%) available for external ophthalmic use in the UK and benefit from a preservative-free formulation.

The most advanced  assets and the key drivers identified for  the future growth of  Altacor’s revenues are ALT-005, a surgical antiseptic for ocular infection, and SOLO, a device for the insertion of IOLs:

ALT-005 is being developed by Altacor as a surgical pre-operative antiseptic solution specifically for ophthalmic use. The potential market for this product is  correlated with the large number of ocular surgeries  performed

worldwide. For instance, it is estimated that there will be more than  16 million cataract surgeries  globally in

2012

(3)

and more than 1.8 million intravitreal injections were reported in the United States for the 12-month

period ending October 2011

(4)

A phase 3 study was  recently initiated in the United States with ALT-005, with

the second phase 3 study being planned later this year. Altacor plans to file an application for approval of ALT-

005  in selected EU countries and in  the  United States, where ALT-005 is partnered with a U.S. specialty

company.

 SOLO is a device for the insertion of  advanced materials  IntraOcular Lenses (IOLs) licensed exclusively  by

Altacor from Ophthalmopharma  in  July 2011. Worldwide IOL sales were expected to  reach $2.35 billion  in

2011

(3)

 STAAR Surgical (STAAR), a U.S. company specializing in lenses for ophthalmic surgery, was recently

granted non-exclusive worldwide rights for the commercialisation of SOLO. STAAR currently expects to apply

for a CE mark later this year in Europe. A U.S. filing is also planned at a later stage.

Details of the investment and option agreements

Under the terms of the investment agreement entered into  by NicOx, Altacor and  the existing shareholders of  Altacor,

NicOx will invest £2 million in cash in exchange for  new ordinary Altacor shares representing approximately 11.8% of

Altacor’s outstanding shares (post transaction) and NicOx will have the right to appoint  a member to Altacor’s Board of

Directors.

In addition, the call option agreement grants NicOx an exclusive option to acquire the remaining  Altacor shares it does

not own for an initial consideration of £9 million that may be paid in NicOx shares, in cash or in any combination of cash

and shares, at NicOx’s discretion. NicOx may exercise this option on or before May 31, 2012. If the payment is wholly or

partly in shares, NicOx will  seek shareholder approval by July 31, 2012. If the required quorum to hold the extraordinary

shareholders’ meeting is not reached, NicOx may decide, but is not obliged, to pay the entire initial consideration in cash.

Should NicOx exercise the option, the acquisition would be made on a cash-free basis on the completion date

(5)

The  call option agreement also  provides for potential additional payments upon achievement of defined milestones

including the FDA submission and approval of  an  ALT-005  New Drug Application (NDA) and other pipeline events.

These payments could total up to £8.5 million and would be paid to Altacor’s shareholders in NicOx warrants giving right

to NicOx shares, in cash or in any combination of cash and warrants, at NicOx’s discretion. If the transaction is completed and subject to NicOx’s Board of Directors and shareholders meeting approval, Andy

Richards, Altacor’s Chairman, would be appointed as an Observer to NicOx’s Board of Directors.

(1)  Based on the exchange rate as of March 20, 2012, for information purposes only.

(2)  The Ophthalmic Pharmaceutical Market Outlook to 2016, Business Insight, September 2011.

(3) 2011 Comprehensive Report on the Global IOL Market, Market Scope, May 2011.

(4) IMS Health, Patient Medical Claims, November 2010 thru October 2011.

(5) (A) Following NicOx Shareholders’ Meeting’s approval of the transaction if the acquisition is paid, in whole or in part, in shares

and/or warrants, or (B) 20 business days following NicOx’s exercise of the call option if the acquisition is paid in cash only.

About NicOx

NicOx (Bloomberg: COX:FP, Reuters: NCOX.PA) is a pharmaceutical company focused on the research, development

and future commercialization of drug candidates. NicOx is applying its proprietary nitric oxide-donating R&D platform to

develop an internal portfolio of New Molecular Entities (NMEs) for the potential treatment of inflammatory, cardiometabolic and ophthalmological diseases.

The Company’s pipeline includes several nitric oxide-donating NMEs, which are in development  internally and with

partners, who include Merck (known as MSD outside the United States and Canada), Bausch + Lomb and Ferrer.

NicOx S.A. is headquartered in France and is listed on Euronext Paris (Compartment C: Small Caps).