Common use of Certain Legal Matters; Regulatory Approvals Clause in Contracts

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira with the SEC and other publicly available information concerning Dermira, we are not aware of any governmental license or regulatory permit that appears to be material to Dermira’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxx’s business or that certain parts of Dermira’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira CoLucid with the SEC and other publicly available information concerning DermiraCoLucid, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraCoLucid’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxCoLucid’s business or that certain parts of DermiraCoLucid’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – 15 –“The Merger Agreement; Other Agreements – Merger AgreementConditions of the Offer.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file XxXxxxx filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 2427, 20202017. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires at 11:59 pm, New York City time, on a SaturdayFebruary 13, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday2017. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira CoLucid may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira CoLucid or by Dermira CoLucid supplying the requested information, Dermira CoLucid is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to Table of Contents divest the Shares, or (iv) to require us or Dermira CoLucid to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx CoLucid is engaged, Lilly and Xxxxxxx CoLucid believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx CoLucid can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira CoLucid is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira CoLucid Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactionstransactions contemplated therein. Dermira A number of states have adopted laws and regulations applicable to attempts to acquire securities of corporations that are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, in Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. CoLucid conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.”

Certain Legal Matters; Regulatory Approvals. GeneralGENERAL. Sub is not aware of any material pending legal proceeding relating to the Offer. Based on our its examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are Sub is not aware of any governmental license or regulatory permit that appears to be is material to Dermira’s the Company's business that would might be adversely affected by our acquisition Sub's purchase of the Shares pursuant to the Offer as contemplated herein or, except as set forth below in this Section 16below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our the purchase or ownership of Shares pursuant to by Sub or Parent as contemplated in the Offer. Should any such approval or other action be required or desirablerequired, we Sub currently contemplate contemplates that, except for takeover laws in jurisdictions other than Delaware as described below under “"State Takeover LawsStatutes,” " such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, will would be obtained or, if obtained, that it will or would be obtained without substantial conditions; and there can be no assurance that, in the event conditions or that if such approvals approval were not obtained or such other actions action were not taken, adverse consequences might not result to Xxxxxxx’s business the Company's business, or that certain parts of Dermira’s the Company's business might not have to be disposed of or held separateof, any of which may give us the right could cause Sub to elect to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damagesconditions. See Section 15 – “of this Offer to Purchase--"Certain Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws" STATE TAKEOVER STATUTES. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a A number of states throughout (including Delaware, where the United StatesCompany is incorporated), some of have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have enacted takeover lawssubstantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. We do Except as described herein, Sub does not know whether any of these laws will, by their terms, apply to the Offer or the Merger or any other business combination between Sub or any of its affiliates and the Company. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger or other business combination, Sub believes that there are reasonable bases for contesting such laws. In 1982, in Xxxxx x. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. Section 203 of the DGCL ("Section 203"), in general, prevents an "interested stockholder" (including a person who owns or has the right to acquire 15% or more of the corporation's outstanding voting stock) from engaging in a "business combination" (defined to include mergers and certain other actions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder. The Company Board has taken all appropriate action so that neither Parent nor Sub is or will be considered an "interested stockholder" pursuant to Section 203. Neither Parent nor Sub has determined whether any other state takeover laws or regulations will by their terms apply to the Offer or the Merger, and except as set forth above, neither Sub nor Parent have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging statutes in connection with the Offer or the Merger. Sub and Parent reserve the right to challenge the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are law allegedly applicable to the Offer or the Merger, and nothing in this Offer to Purchase nor any action taken by Parent or Sub in connection with the Offer is intended as a waiver of that right. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may Sub might be required to file certain information with, or to receive approvals from, the relevant state authorities. In additionauthorities or holders of Shares, if enjoined, we may and Sub might be unable to accept for payment any or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and or the Merger. In such case, we Sub may not be obligated to accept for payment or pay for any Shares tendered in the OfferShares. See Section 15 – “16 of this Offer to Purchase--"Certain Conditions of the Offer.” Going Private Transactions " ANTITRUST IN THE UNITED STATES Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The SEC has adopted Rule 13e-3 under purchase of Shares pursuant to the Exchange Offer is subject to such requirements. Pursuant to the requirements of the HSR Act, which is Sub filed a Notification and Report Form with respect to the Offer and Merger with the Antitrust Division and the FTC on April 11, 2001. The waiting period applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek is scheduled to acquire expire at 11:59 p.m., New York City time, fifteen days after such filing. However, prior to such time, the remaining Shares not then held Antitrust Division or the FTC may extend the waiting period by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable requesting additional information or documentary material relevant to the Merger because (i) we were notOffer from Sub. If such a request is made, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger waiting period will be effected as soon as practicable extended until 11:59 p.m., New York City time, on the tenth day after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Mergersubstantial compliance by Sub with such request. Thereafter, stockholders will receive the same price per Share as the Offer Pricesuch waiting period can be extended only by court order.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira Morphic with the SEC and other publicly available information concerning DermiraMorphic, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraMorphic’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxMorphic’s business or that certain parts of DermiraMorphic’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any the Expiration Date Time without accepting for payment any Shares validly tendered (and not properly validly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Regulatory Condition. See Section 11 – 15 — “The Merger Agreement; Other Agreements – Merger AgreementConditions of the Offer.” Antitrust Compliance Under the HSR Act (including and the related rules and regulations that have been promulgated thereunder by the FTC)thereunder, certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may cannot be consummated until certain information until, among other things, notifications have been submitted by Xxxxx and documentary material has been furnished for review by Morphic to the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain specified waiting period requirements have been satisfied. Lilly Xxxxx and Xxxxxxx expect to file filed their respective Premerger Notification and Report Forms pursuant to the HSR Act with the FTC and the Antitrust Division DOJ on or about January 24July 16, 2020. Table of Contents Under the HSR Act2024, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial which filing initiated a 15-day waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Divisionperiod. If the fifteen15-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. P.M., Eastern time Time, of the next day that is not a Saturday, Sunday or federal holiday. HoweverAlternatively, to provide the FTC or DOJ with additional time to review the proposed transactions, Xxxxx may withdraw and refile its HSR Notification Forms, following a procedure established pursuant to 16 CFR 803.12(c), starting a new 15-day Table of Contents waiting period. If within the 15-day waiting period, the initial waiting period may be terminated prior to such date FTC or the DOJ issue a Request for Additional Information and time by the FTC, or Purchaser and Dermira may receive a request Documentary Materials (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request), the waiting period with respect to the Offer will would be extended to 11:59 P.M., Eastern Time, on the 10th day after certification of substantial compliance with such Second Request by Xxxxx (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for an additional some period of ten daystime after the waiting period expires). As a practical matter, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with if a Second Request can were issued, it could take a significant period of time. Even though time to achieve substantial compliance with such Second Request, which could delay the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expirationOffer. The FTC and the Antitrust Division frequently DOJ may scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the MergerMerger under the U.S. antitrust laws. At any time, the FTC or the Antitrust Division DOJ could take any action under the antitrust laws that it considers necessary or desirable in the public interestnecessary, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion divestiture of substantial assets of the Merger, Lilly) to divest the Sharesparties, or (iv) to require us the parties to license, or Dermira hold separate, assets, to divest substantial assets terminate existing relationships and contractual rights, or seek to take other conduct reliefactions or agree to other restrictions limiting the freedom of action of the parties. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination or expiration of the applicable waiting period under the HSR Act, any state or private party could seek may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to enjoin the consummation completion of the Merger or seek other structural or conduct relief or damagesOffer. See Section 15 – —“Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Neither Lilly nor Xxxxxxx Morphic can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – — “Conditions of the Offer.” State Takeover Laws Dermira Morphic is incorporated under the laws of the State of Delaware. In general, Delaware and is subject to the provisions of Section 203 of the DGCL (“Section 203”) ). In general, Section 203 prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Morphic Board has approved the Merger Agreement Agreement, the Offer, the Merger and the transactions contemplated thereinother Transactions, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement Agreement, the Offer, the Merger and the other Transactions. Dermira Morphic conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer Merger Agreement, the Offer, the Merger or the Merger other Transactions and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – — “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.”

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira Audentes with the SEC and other publicly available information concerning DermiraAudentes, we are not aware of any governmental license or regulatory permit that appears to be material to Dermira’s Audentes’ business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that Table of Contents any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxx’s Audentes’ business or that certain parts of Dermira’s Audentes’ business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, that the Antitrust Conditionwaiting period under the HSR Act applicable to the purchase of the Shares pursuant to the Offer and the consummation of the Merger has either expired or been terminated. See Section 11 15 – “The Merger Agreement; Other Agreements – Merger AgreementConditions of the Offer.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly Astellas and Xxxxxxx expect to Audentes will file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24December 16, 20202019. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires at 11:59 p.m., Eastern time, on a SaturdayDecember 31, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday2019. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira Audentes may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira Audentes or by Dermira Audentes supplying the requested information, Dermira Audentes is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, LillyAstellas) to divest the Shares, or (iv) to require us or Dermira Audentes to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx Audentes is engaged, Lilly Astellas and Xxxxxxx Audentes believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly Astellas nor Xxxxxxx Xxxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira Audentes is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a Table of Contents corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Audentes Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactionstransactions contemplated by the Merger Agreement. Dermira Xxxxxxxx conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.”

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira ArQule with the SEC and other publicly available information concerning DermiraArQule, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraArQule’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxArQule’s business or that certain parts of DermiraArQule’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, that the Antitrust Conditionwaiting period under the HSR Act applicable to the purchase of the Shares pursuant to the Offer and the consummation of the Merger has either expired or been terminated. See Section 11 15 – “The Merger Agreement; Other Agreements – Merger AgreementConditions of the Offer.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly Parent and Xxxxxxx expect to file ArQule filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24December 16, 20202019. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires at 11:59 p.m., Eastern time, on a SaturdayDecember 31, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday2019. However, the initial waiting period may be terminated prior to such date and time by the FTCFTC or the Antitrust Division, or Purchaser and Dermira ArQule may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten 10 days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira ArQule or by Dermira ArQule supplying the requested information, Dermira ArQule is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, LillyParent) to divest the Shares, or (iv) to require us or Dermira ArQule to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira NetSuite with the SEC and other publicly available information concerning DermiraNetSuite, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraNetSuite’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxNetSuite’s business or that certain parts of DermiraNetSuite’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira ARMO with the SEC and other publicly available information concerning DermiraARMO, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraARMO’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxARMO’s business or that certain parts of DermiraARMO’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.Antitrust Compliance

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are not aware of any governmental license or regulatory permit that appears to be material to Dermirathe Company’s business that would might be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase acquisition or ownership of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” that such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized Except as described under “Antitrust ComplianceAntitrust,” below in this Section 16, we do not anticipate delaying there is no current intent to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. We are unable to predict whether we will determine that we are required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, will would be obtained or, if obtained, that it will be obtained (with or without substantial conditions; and there can be no assurance that, in the event ) or that if such approvals were not obtained or such other actions were not taken, taken adverse consequences might not result to Xxxxxxxthe Company’s business or that certain parts of Dermirathe Company’s business might not have to be disposed of or held separateof, any of which may give could cause us the right to elect to terminate the Offer at any Expiration Date without accepting for payment any the purchase of Shares validly tendered (and not properly withdrawn) pursuant to the Offerthereunder. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditionsconditions set forth in Section 15 — “Conditions of the Offer.” State Takeover Statutes. A number of states have adopted laws which purport, includingto varying degrees, among other conditionsto apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. The Company and Parent and their respective Boards of Directors shall (a) use reasonable best efforts to ensure that the restrictions of no state takeover Law or similar Law is or becomes applicable to the Merger Agreement, the Antitrust Condition. See Section 11 – “The Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and (b) if any state takeover Law or similar Law becomes applicable to the Merger Agreement; Other Agreements – , the Offer, the Merger, or any of the other Transactions, use reasonable best efforts to ensure that the Offer, the Merger, and the other transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise to minimize the effect of such Law on the Merger Agreement.” Antitrust Compliance , the Offer, the Merger and the other transactions contemplated by the Merger Agreement. U.S. Antitrust. Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC)Act, certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, transactions may not be consummated until certain information unless Pre-merger Notification and documentary material has Report Forms have been furnished for review by the FTC and filed with the Antitrust Division of the DOJ Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s The purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger such requirements. Parent expects to file a Pre-merger Notification and Report Forms are filed Form under the HSR Act with respect to the Offer with the Antitrust Division and the FTC and on August 31, 2011 (the “HSR Filings”). If such filing is made on August 31, 2011, the waiting period of 15 days applicable to the purchase of Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, September 15, 2011, unless earlier terminated by the FTC or the Antitrust Division. If However, before such time, the fifteen-day Antitrust Division or the FTC may extend the waiting period expires on by requesting additional information or documentary material relevant to the Offer from us. If such a Saturdayrequest is made, Sunday or federal holiday, then such the waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturdayp.m., Sunday or federal holidayNew York City time, ten calendar days after our substantial compliance with such request. HoweverThereafter, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may can be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate agreement of the additional ten-day waiting period before its expiration. The FTC Company, Parent, Purchaser and the Antitrust Division or the FTC, as applicable. In connection with the HSR Filings, Parent has made a request for early termination of the waiting period applicable to the Offer pursuant to the HSR Act. There can be no assurance, however, that the HSR Act waiting period will be terminated early. The Antitrust Division and the FTC frequently scrutinize the legality under the U.S. antitrust laws of transactions like such as our acquisition of Shares pursuant to the Offer and the MergerOffer. At any timetime before or after the consummation of any such transactions, the FTC or the Antitrust Division or the FTC could take any such action under the antitrust laws that as it considers deems necessary or desirable in the public interest, including seeking (i) to enjoin the purchase 45 Table of Contents of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion Offer or seeking divestiture of the MergerShares so acquired or divestiture of Purchaser’s, Lilly) to divest Parent’s or the Shares, or (iv) to require us or Dermira to divest Company’s substantial assets or seek other conduct reliefassets. Private parties, as well as state attorneys general, parties (including individual states) may also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx There can be certain no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, or if such a challenge is made, what the result will be. See Section 15 – — “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under for certain conditions to the laws of the State of Delaware. In generalOffer, including conditions with respect to certain governmental actions, Section 203 of the DGCL (13 — “Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” Transaction Documents — The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations— Termination” described in Section 203 are inapplicable for certain termination rights pursuant to the Merger Agreement with respect to certain governmental actions and Section 13 — “The Transaction Documents — The Merger Agreement — Xxxx-Xxxxx-Xxxxxx (HSR) and other Antitrust Approvals” with respect to certain obligations of the Transactionsparties related to obtaining regulatory, including antitrust, approvals. Dermira conducts Foreign Approvals. Parent and its subsidiaries conduct business in a number of states throughout countries outside of the United States. Based on our review of the information currently available about the businesses in which the Company is engaged, some we are not aware of which have enacted takeover lawsany pre-Merger notification filings that are required to be made or pre-Merger approvals that are required to be obtained under the antitrust and competition laws of other foreign countries. We do not know whether any If our acquisition of these laws will, Shares is delayed by their terms, apply (i) a request for additional information or documentary material by the Antitrust Division or the FTC pursuant to the Offer HSR Act or (ii) the Merger and have not attempted failure to comply with obtain an approval or exemption from any governmental authority in any foreign country where such laws. Should approval is required under any person seek to apply any state takeover foreign antitrust or competition law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable Purchaser is required to extend the Offer or until receipt of the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authoritiesapplicable regulatory clearance. In addition, if enjoinedPurchaser may extend the Offer if, we may on the Expiration Date, any condition to the Offer has not been satisfied or waived (other than any Offer conditions that by their nature cannot be unable to accept for payment any Shares tendered pursuant to satisfied until the closing of the Offer, which shall be required to be satisfied or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, waived at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation closing of the Offer); and (iii) . Notwithstanding the foregoing, in the Merger, stockholders no event will receive the same price per Share as the Offer Pricebe extended beyond February 29, 2012, unless the applicable waiting period (and any extension thereof) under the HSR Act has not expired or been terminated or there is a pending action by any governmental entity seeking to prohibit or restrict Parent’s ownership of the Shares or Parent’s operation of the Company’s business (unless such failure to expire or terminate or such action relates to a divestiture action of Parent for assets or businesses other than the legal publishing assets or businesses) then either Parent or the Company may extend such date to a date no later than June 30, 2012.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira DICE with the SEC and other publicly available information concerning DermiraDICE, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraDICE’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxDICE’s business or that certain parts of DermiraDICE’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any the Expiration Date Time without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – 15 — “The Merger Agreement; Other Agreements – Merger AgreementConditions of the Offer.” Antitrust Compliance Under the HSR Act (including and the related rules and regulations that have been promulgated thereunder by the FTC)thereunder, certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may cannot be consummated until certain information and documentary material has until, among other things, notifications have been furnished for review by submitted to the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain specified waiting period requirements have been satisfied. Lilly Xxxxx and Xxxxxxx DICE expect to file their respective Premerger Notification and Report Forms pursuant to the HSR Act with the FTC and the Antitrust Division DOJ on or about January 24prior to July 10, 2020. Table of Contents Under the HSR Act2023, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial which filing will initiate a 15-day waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Divisionperiod. If the fifteen15-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. P.M., Eastern time Time, of the next day that is not a Saturday, Sunday or federal holiday. HoweverAlternatively, to provide the FTC or DOJ with additional time to review the proposed transactions, Xxxxx may withdraw and refile its HSR Notification Forms, following a procedure established pursuant to 16 CFR 803.12(c), starting a new 15-day waiting period. If within the 15-day waiting period, the initial waiting period may be terminated prior to such date FTC or the DOJ issue a Request for Additional Information and time by the FTC, or Purchaser and Dermira may receive a request Documentary Materials (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request), the waiting period with respect to the Offer will would be extended to 11:59 P.M., Eastern Time, on the 15th day after certification of substantial compliance with such Second Request by Xxxxx (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for an additional some period of ten daystime after the waiting period expires). As a practical matter, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with if a Second Request can were issued, it could take a significant period of time. Even though time to achieve substantial compliance with such Second Request, which could delay the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expirationOffer. The FTC and the Antitrust Division DOJ frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division DOJ could take any action under the antitrust laws that it considers necessary or desirable in the public interestnecessary, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion divestiture of substantial assets of the Merger, Lilly) to divest the Sharesparties, or (iv) to require us the parties to license, or Dermira hold Table of Contents separate, assets, to divest substantial assets terminate existing relationships and contractual rights, or seek to take other conduct reliefactions or agree to other restrictions limiting the freedom of action of the parties. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination or expiration of the applicable waiting period under the HSR Act, any state or private party could seek may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to enjoin the consummation completion of the Merger or seek other structural or conduct relief or damagesOffer. See Section 15 – —“Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer Neither Xxxxx nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx DICE can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – — “Conditions of the Offer.” State Takeover Laws Dermira DICE is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira DICE Board approved the Merger Agreement and the transactions contemplated thereinTransactions, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira DICE conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – — “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.”

Certain Legal Matters; Regulatory Approvals. General. Based General Except as described in this section, based on our examination review of publicly available information filed by Dermira filings of Indigo with the SEC Securities and Exchange Commission and other publicly available information concerning Dermiraregarding Indigo, we are not aware of any governmental license or regulatory permit that appears to be material to Dermira’s the business of Indigo and its subsidiaries, taken as a whole, that would might be adversely affected by our acquisitions of Indigo shares (and/or the indirect acquisition of Shares pursuant to the Offer or, except stock of Indigo's subsidiaries) as set forth below in this Section 16, contemplated herein or of any approval or other action by or with any domestic, foreign, or international government authority or governmental administrative or regulatory authority or agency, domestic or foreign, agency that would be required for our purchase the acquisition of Shares pursuant to ownership of the OfferIndigo shares (and/or the indirect acquisition of the stock of Indigo's subsidiaries) by us. Should any such approval or other action be required or desirablerequired, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such that that approval or other action will be sought. HoweverWhile, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below as otherwise expressly described in this Section 16section, we do not anticipate delaying presently intend to delay the purchase acceptance for payment of Shares or payment for Indigo shares tendered pursuant to under the Offer offer pending the outcome of any such matter. There , there can be no assurance that any such approval or other action, if needed, will be obtained or, if obtained, that it will would be obtained without substantial conditions; and there can conditions or that failure to obtain any such approval or other action might not result in consequences adverse to Indigo's business or that certain parts of Indigo's business might not have to be no assurance that, in the event that such divested if those approvals were not obtained or such those other actions were not taken, adverse consequences might not result to Xxxxxxx’s business or that certain parts of Dermira’s business might not have to be disposed of or held separate, any of which may give us the right could cause AerFi Sverige to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer decline to accept for payment and or pay for Shares any Indigo shares tendered. AerFi Sverige's obligations to accept for payment or pay for the Indigo shares tendered under the offer is subject to the Offer Conditionsconditions described in this document, including, among other conditions, including the Antitrust Conditionconditions referred to above in this paragraph and certain conditions with respect to litigation and governmental action. See Section 11 – “"The Merger Agreement; Other Agreements – Merger Agreement.” Tender Offer -- Certain Conditions of the Offer". Antitrust Compliance Indigo shares will not be accepted for payment or paid for under the offer until the expiration or earlier termination of the applicable waiting period under the HartScottRodino Act. See "-- Certain Conditions of the Offer". Under the HSR Act HartScottRodino Act, certain transactions (including certain transactions involving the related rules proposed acquisition of in excess of 15%, 25% and regulations that have been promulgated thereunder by 50% of the FTC), certain acquisition transactions, including Purchaser’s purchase equity interest of Shares pursuant to the Offer, a target corporation) may not be consummated until unless certain information and documentary material has been furnished for review by the FTC and to the Antitrust Division of the DOJ (Department of Justice and the “Antitrust Division”) Federal Trade Commission and certain waiting period requirements have been satisfied. Lilly Since consummation of the offer and Xxxxxxx expect the share exchange agreement and share purchase agreement transactions would result in the ownership by us and our subsidiaries of more than 50% of the equity of Indigo, the acquisition of Indigo shares by us under the offer and the share exchange and share purchase agreement transactions is subject to file their respective Premerger those requirements. We filed the required Notification and Report Forms with respect to the FTC offer and the combination with the Antitrust Division and the Federal Trade Commission on or about January 24November 12, 20201999. Table of Contents Under the HSR Act, Purchaser’s The statutory waiting period applicable to our purchase of Indigo shares under the Shares pursuant offer and the share exchange agreement and share purchase agreement transactions will expire on December 12, 1999. However, before that date, the Antitrust Division or the Federal Trade Commission may extend the waiting period by requesting additional information or documentary material relevant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Divisionacquisition. If such a request is made, the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time P.M., New York City time, on the tenth day after we certify to the Antitrust Division or the Federal Trade Commission, as the case may be, that we have substantially complied with that request. Thereafter, the waiting period can be extended only by court order. We have made a request for early termination of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may applicable to the offer. There can be no assurance, however, that the waiting period under the HartScottRodino Act will be terminated prior early or will not be extended. Subject to such date and time the provision described under "-- Withdrawal Rights", any extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. If AerFi Sverige's acquisition of Indigo shares is delayed under a request by the FTC, Antitrust Division or Purchaser and Dermira may receive a request (a “Second Request”) the Federal Trade Commission for additional information or documentary material from either under the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second RequestHartScottRodino Act, the waiting period with respect to the Offer will offer may, but need not, be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consentextended. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC Federal Trade Commission and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like such as the Offer and proposed acquisition of Indigo shares by us under the Mergeroffer. At any timetime before or after the purchase of Indigo shares under the offer by us, the FTC Federal Trade Commission or the Antitrust Division could take any action under the antitrust laws that as it considers deems necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to Indigo shares under the Offer, (ii) to enjoin offer or seeking the Merger, (iii) to require Purchaser (or, after completion divestiture of the Merger, Lilly) to divest the Shares, or (iv) to require Indigo shares purchased by us or Dermira to divest the divestiture of substantial assets of AerFi, Indigo or seek other conduct relieftheir respective subsidiaries. Private parties, as well as parties and state attorneys general, general may also may bring legal actions action under the federal or state antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly information available information and other information to AerFi relating to the businesses in which Xxxxxxx is AerFi, Indigo and their respective subsidiaries are engaged, Lilly and Xxxxxxx we believe that neither the purchase of Shares by Purchaser pursuant to the Offer offer nor the consummation of combination will violate the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx there can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, no assurance what the result will bebe if a challenge is made. See Section 15 – “"The Tender Offer -- Certain Conditions of the Offer.” State Takeover Laws Dermira is incorporated under ". Pursuant to the laws of Irish Mergers Act, the State of Delawarenecessary antitrust filings were made in Ireland on November 12, 1999, and any delays in decisions by the appropriate regulatory authorities in Ireland may affect when and whether the combination will proceed. In generalUnder the Irish Mergers Act, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include certain mergers and certain other actions) with an “interested stockholder” takeovers (including a person who owns or has certain transactions involving the right to acquire 15proposed acquisition of 25% or more of the equity interest of a target corporation’s outstanding voting stock) must, if certain financial thresholds are exceeded, be notified to the Minster for a period Enterprise, Trade and Employment. Where the Irish Mergers Act applies, notification must be made within one month after an offer capable of three years following the date such person became an “interested stockholder” unless, among other thingsacceptance is made, the “business combination” is approved by effect of which would result in the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated thereinmerger or takeover, and the restrictions on “business combinations” described in Section 203 are inapplicable transaction may not be consummated (the main sanction imposed by the Act is that title to the Merger Agreement shares or assets concerned will not pass) unless the Minister has issued a clearance statement in respect of the proposed merger or takeover, or it is implemented in accordance with the conditions of a conditional clearance, or the Minister fails to take any action within the relevant period prescribed by the Irish Mergers Act, which is 3 months from the later of the date of notification and, if the Minister requests further information about the proposed transaction, the date of receipt of that information. Since the consummation of the combination agreement and the Transactionsrelated transactions, including the offer, would result in ownership by us and our subsidiaries of more than 25% of the equity of Indigo, and as the financial thresholds and the other requirements of the Irish Mergers Act are met, the acquisition of Indigo shares by us and AerFi Sverige under the offer and the share exchange agreement and share purchase agreement transactions is subject to the provisions of the Irish Mergers Act and accordingly Indigo shares will not be accepted for payment or paid for under the offer until either an unconditional clearance from the Minister has been received or the relevant period prescribed by the Irish Mergers Act has expired. Dermira See "-- Certain Conditions of the Offer". Pursuant to the Swedish Companies Act, no antitrust filings with the appropriate regulatory authorities in Sweden were necessary in connection with the offer and the combination. State Takeover Statutes A number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, shareholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, those states. Indigo, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover those laws. We do not know whether believe that any of these laws will, by their terms, apply to the Offer offer, the compulsory acquisition or the Merger any other business combination between us or any of our affiliates and Indigo and we have not attempted to comply complied with any such laws. Should To the extent that certain provisions of these laws purport to apply to the offer or any person such merger or other business combination, we believe that there are reasonable bases for contesting those laws. If any government official or third party should seek to apply any state takeover lawlaw to the offer, the compulsory acquisition or any other business combination between us or any of our affiliates and Indigo, we will take such any action as then appears desirable, which action may include challenging the applicability or validity or applicability of any such that statute in appropriate court proceedings. In the event any person asserts it is asserted that the one or more state takeover laws of any Table of Contents state are statutes is applicable to the Offer offer, the compulsory acquisition or the Merger, any such other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer offer the compulsory acquisition or the Mergerany such other business combination, we may might be required to file certain information with, or to receive approvals from, the relevant state authorities. In additionauthorities or holders of Indigo shares, if enjoined, and we may might be unable to accept for payment any Shares or pay for Indigo shares tendered pursuant to under the Offeroffer, or be delayed in continuing or consummating the Offer and offer, the Mergercompulsory acquisition or any such other business combination. In such that case, we may not be obligated to accept for payment or pay for any Shares tendered in the OfferIndigo shares. See Section 15 – “Conditions Fees and Expenses Except as disclosed below, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 Indigo shares under the Exchange Actoffer. We have retained the services of Xxxxxxxxx & Co. LLC. to act as our financial advisor and as dealer manager in connection with the offer and the combination. Under the terms of an engagement letter, which is applicable we agreed to pay Xxxxxxxxx for its services as financial advisor and dealer manager an aggregate fee of up to $2.5 million. We also agreed to reimburse Xxxxxxxxx for its reasonable travel and other outofpocket expenses incurred in connection with its services, including fees and expenses of its legal counsel. We further agreed to indemnify Xxxxxxxxx and certain “going private” transactionsrelated parties against certain liabilities arising out of Xxxxxxxxx'x engagement. We have retained Corporate Investor Communications, Inc. to be the information agent and Bankers Trust Company to be the depositary in connection with the offer. The information agent may contact holders of Indigo shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominee shareholders to forward materials relating to the offer to beneficial owners of Indigo shares. As compensation for acting as information agent in connection with the offer, Corporate Investor Communications, Inc. will be paid a fee of $12,000 and will also be reimbursed for certain outofpocket expenses and may be indemnified against certain liabilities and expenses in connection with the offer, including certain liabilities under the federal securities laws. We will pay the depositary reasonable and customary compensation for its services in connection with the offer, plus reimbursement for outofpocket expenses, and which may will indemnify the depositary against certain liabilities and expenses in connection therewith, including certain liabilities under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by usfederal securities laws. We believe that Rule 13e-3 under will reimburse brokers, dealers, commercial banks and trust companies for customary handling and mailing expenses incurred by them in forwarding material to their customers. The following is an estimate of fees and expenses to be incurred by us in connection with the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.offer:

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira with the SEC and other publicly available information concerning DermiraIn all cases, we are not aware of any governmental license or regulatory permit that appears to be material to Dermira’s business that would be adversely affected by our acquisition of payment for Shares accepted for payment pursuant to the Offer or, except as will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") pursuant to the procedures set forth below in this Section 163—"Procedures for Accepting the Offer and Tendering Shares," (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, and (iii) any other documents required by the Letter of any approval Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates are actually received by the Depositary. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn as, if and when Purchaser gives oral or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required written notice to the Depositary of Purchaser's acceptance for our purchase payment of such Shares pursuant to the Offer. Should any such approval or other action be required or desirableUpon the terms and subject to the conditions of the Offer, we currently contemplate that, except payment for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action Shares accepted for payment pursuant to the Offer will be sought. However, except for observance made by deposit of the waiting periods Offer Price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from Purchaser and the obtaining transmitting such payments to tendering shareholders whose Shares have been accepted for payment. If, for any reason whatsoever, acceptance for payment of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of any Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxx’s business or that certain parts of Dermira’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTCdelayed, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating then, without prejudice to Purchaser's rights under the Offer hereof, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and the Merger. In such case, we Shares may not be obligated withdrawn, except to accept for payment any Shares tendered the extent that the tendering shareholders are entitled to withdrawal rights as described in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted 4—"Withdrawal Rights" or as otherwise required by Rule 13e-3 14e-1(c) under the Exchange Act. Under no circumstances will interest on the Offer Price for Shares be paid, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase regardless of any delay in payment for such Shares. If any tendered Shares are not accepted for payment for any reason pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, terms and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation conditions of the Offer); and (iii) , or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense to the tendering shareholder, promptly following the expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser increases the price being paid for Shares, Purchaser will pay the increased consideration for all Shares purchased pursuant to the Offer, whether or not those Shares were tendered prior to the increase in the Merger, stockholders will receive the same price per Share as the Offer Priceconsideration.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are not aware of any governmental license or regulatory permit that appears to be material to Dermirathe Company’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxxthe Company’s business or that certain parts of Dermirathe Company’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.Antitrust Compliance

Certain Legal Matters; Regulatory Approvals. General. ​ General Based on our examination of publicly available information filed by Dermira Blue Apron with the SEC and other publicly available information concerning DermiraBlue Apron, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraBlue Apron’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxBlue Apron’s business or that certain parts of DermiraBlue Apron’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any the Expiration Date Time without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – — “Conditions of the Offer.” State Takeover Laws Dermira Blue Apron is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including ​(including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Blue Apron Board approved the Merger Agreement and the transactions contemplated thereinTransactions, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira Blue Apron conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – — “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.”

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are not aware of any governmental license or regulatory permit that appears to be material to Dermirathe Company’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxxthe Company’s business or that certain parts of Dermirathe Company’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly validly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Regulatory Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.Antitrust Compliance

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira POINT with the SEC and other publicly available information concerning DermiraPOINT, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraPOINT’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxPOINT’s business or that certain parts of DermiraPOINT’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any the Expiration Date Time without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – — “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are not aware of any governmental license or regulatory permit that appears to be material to Dermirathe Company’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other Table of Contents actions were not taken, adverse consequences might not result to Xxxxxxxthe Company’s business or that certain parts of Dermirathe Company’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Regulatory Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – — “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.Antitrust Compliance

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira Cerner with the SEC and other publicly available information concerning DermiraCerner, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraCerner’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and or the obtaining of the required approvals approvals, and contesting any related actions or proceedings, summarized under “Antitrust ComplianceRegulatory Approvals” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxCerner’s business or that certain parts of DermiraCerner’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Regulatory Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.Regulatory Approvals

Certain Legal Matters; Regulatory Approvals. GeneralGENERAL. Based The Purchaser is not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 16, based on our its examination of publicly available information filed by Dermira the Company with the SEC and other publicly available information concerning Dermirathe Company, we are the Purchaser is not aware of any governmental license or regulatory permit that appears to be material to Dermira’s the Company's business that would might be adversely affected by our the Purchaser's acquisition of Shares pursuant to the Offer orOffer, except as set forth below in this Section 16, or of any approval or other action by any government or governmental governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase the acquisition or ownership of Shares by the Purchaser or Parent pursuant to the Offer. Should any such approval or other action be required or desirablerequired, we the Purchaser currently contemplate contemplates that, except for takeover laws in jurisdictions other than Delaware as described below under “"State Takeover Laws,” Statutes", such approval or other action will be sought. However, except While the Purchaser does not currently intend to delay acceptance for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase payment of Shares tendered pursuant to the Offer pending the outcome of any such matter. There , there can be no assurance that any such approval or other action, if needed, will would be obtained or, if obtained, that it will or would be obtained without substantial conditions; and there can be no assurance that, in the event conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Xxxxxxx’s business the Company's business, or that certain parts of Dermira’s the Company's business might not have to be disposed of or held separateof, any of which may give us could cause the right Purchaser to elect to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws thereunder under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damagesconditions. See Section 15 – “-- "Certain Conditions of the Offer.” Based upon an examination ". STATE TAKEOVER STATUTES. A number of publicly available information and other information relating states have adopted laws that purport, to the businesses in which Xxxxxxx is engagedvarying degrees, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge apply to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right attempts to acquire 15% corporations that are incorporated in, or more that have substantial assets, shareholders, principal executive offices or principal places of a corporation’s outstanding voting stock) for a period of three years following the date business or whose business operations otherwise have substantial economic effects in, such person became an “interested stockholder” unlessstates. The Company, among other thingsdirectly or through subsidiaries, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover such laws. We do not know whether any In Xxxxx x. MITE Corp., the Supreme Court of these laws willthe United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, by their termsas a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining shareholders where, among other things, the corporation is incorporated in, and has a substantial number of shareholders in, the State. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the Offer or United States Court of Appeals for the Merger and have not attempted to comply with any such lawsSixth Circuit. Should any person seek to apply any state takeover law, we the Purchaser will take reasonable efforts to resist such action as then appears desirableapplication, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts it is asserted that the one or more state takeover laws of any Table of Contents state are is applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or Offer, the Merger, we may Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may the Purchaser might be unable to accept for payment or pay for any Shares tendered pursuant to the Offer, Offer or be delayed in continuing or consummating the Offer and the Merger. In such case, we the Purchaser may not be obligated to accept for payment payment, or pay for, any Shares tendered in the Offer. See Section 15 – “Conditions of the Offertendered.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Certain Legal Matters; Regulatory Approvals. General. Based on our examination of publicly available information filed by Dermira Pandion with the SEC and other publicly available information concerning DermiraPandion, we are not aware of any governmental license or regulatory permit that appears to be material to DermiraPandion’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below under “State Takeover Laws,” such approval or other action will be sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to XxxxxxxPandion’s business or that certain parts of DermiraPandion’s business might not have to be disposed of or held separate, any of which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement.” Antitrust Compliance Under the HSR Act (including the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. Lilly and Xxxxxxx expect to file their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on or about January 24, 2020. Table of Contents Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire fifteen calendar days from the date the Premerger Notification and Report Forms are filed with the FTC and the Antitrust Division. If the fifteen-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Dermira may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Dermira or by Dermira supplying the requested information, Dermira is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. Eastern time of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Dermira to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the businesses in which Xxxxxxx is engaged, Lilly and Xxxxxxx believe that neither the purchase of Shares by Purchaser pursuant to the Offer nor the consummation of the Merger should violate applicable antitrust laws. Nevertheless, neither Lilly nor Xxxxxxx can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer.” State Takeover Laws Dermira is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Dermira Board approved the Merger Agreement and the transactions contemplated therein, and the restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Dermira conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any Table of Contents state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 – “Conditions of the Offer.” Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Dermira for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.