AEGERION PHARMACEUTICALS, INC.

FORM 8-K/A

(Amended Current report filing)

Filed 03/25/15 for the Period Ending 01/09/15 Address

Telephone CIK Symbol SIC Code Industry Sector Fiscal Year

ONE MAIN STREET SUITE 800 CAMBRIDGE, MA 02142 (617) 500-7867 0001338042 AEGR 2834 - Pharmaceutical Preparations Biotechnology & Drugs Healthcare 12/31

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015

AEGERION PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter)

Delaware

001-34921

22-2960116

(State of Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

One Main Street, Suite 800 Cambridge, MA 02142 (Address of Principal Executive Office)

Registrant’s telephone number, including area code: (617) 500-7867

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 9, 2015, Aegerion Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing that the Company consummated its acquisition of certain assets and rights associated with the biological product metreleptin for injection (the “Product”), which is marketed as MYALEPT® in the United States, and the sourcing, manufacture and exploitation thereof, from Amylin Pharmaceuticals, LLC (the “Seller”) and AstraZeneca Pharmaceuticals LP, an affiliate of the Seller, and assumed certain liabilities pursuant to an asset purchase agreement dated November 5, 2014. This amendment to the Original Form 8-K is being filed for the purpose of satisfying the Company’s undertaking to file the financial statements and pro forma financial statements required by Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original Form 8-K. Item 9.01 Financial Statements and Exhibits. (a)

Financial Statements of Businesses Acquired.

The audited abbreviated financial statements of the Product as of December 31, 2014 and for the eleven months ended December 31, 2014, the notes related thereto and the related independent auditors’ report of KPMG LLP is filed as Exhibit 99.1 to this report and incorporated herein by reference. (b)

Pro Forma Financial Information.

The unaudited pro forma combined consolidated statement of operations for the year ended December 31, 2014, unaudited pro forma combined consolidated balance sheet as of December 31, 2014 and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference. (d)

Exhibits Exhibit 23.1 Consent of KPMG LLP Exhibit 99.1 Audited abbreviated financial statements of the Product Exhibit 99.2 Unaudited pro forma combined consolidated financial statements

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 25, 2015 AEGERION PHARMACEUTICALS, INC. By: /s/ Mark J. Fitzpatrick Name: Mark J. Fitzpatrick Title: Chief Financial Officer

EXHIBIT INDEX Exhibit Number Description

23.1

Consent of KPMG LLP

99.1

Audited abbreviated financial statements of the Product

99.2

Unaudited pro forma combined consolidated financial statements

Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the registration statement on Form S-3 (No. 333-186714) and Form S-8 (No. 333-171341, 331180184, 333-186357, 333-193684 and 333-202471) of Aegerion Pharmaceuticals, Inc. of our report dated March 25, 2015, with respect to the statement of assets acquired and liabilities assumed of the MYALEPT product line of AstraZeneca Pharmaceuticals LP as of December 31, 2014 and the related statement of net revenues and direct expenses for the eleven months then ended, which report appears in the Form 8-K/A of Aegerion Pharmaceuticals, Inc. dated March 25, 2015. Our report dated March 25, 2015 with respect to the financial statements of the MYALEPT product line of AstraZeneca Pharmaceuticals LP , contains an emphasis of matter paragraph that states that the statements of assets acquired and liabilities assumed and net revenues and direct expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K/A of Aegerion Pharmaceuticals Inc. as described in note 2 and are not intended to be a complete presentation of all net assets and the results of operations of the MYALEPT product line of AstraZeneca Pharmaceuticals LP. Our opinion is not modified with respect to this matter. /s/ KPMG LLP London, United Kingdom March 25, 2015

Exhibit 99.1 MYALEPT PRODUCT LINE (A Product of AstraZeneca Pharmaceuticals LP) Abbreviated Financial Statements As at and for the eleven months ended December 31, 2014 (With Independent Auditor’s Report Thereon)

Contents Independent Auditor’s Report Statement of Assets Acquired and Liabilities Assumed Statement of Net Revenues and Direct Expenses Notes to the Abbreviated Financial Statements

2 3 4 5

Independent Auditor’s Report The Directors Zeneca Inc. We have audited the accompanying financial statements of the product line of the biological product metreleptin for injection, a product of AstraZeneca Pharmaceuticals LP, which is marketed as MYALEPT® in the United States (the “MYALEPT Product Line”) which comprise the statement of assets acquired and liabilities assumed as of December 31, 2014, and the related statement of net revenues and direct expenses for the eleven months then ended, and notes 1 to 7 to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the assets acquired and liabilities assumed of the MYALEPT Product Line as of December 31, 2014 and its net revenues and direct expenses for the eleven months then ended in accordance with U.S. generally accepted accounting principles. Emphasis of Matter The accompanying statements of assets acquired and liabilities assumed and net revenues and direct expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K/A of Aegerion Pharmaceuticals Inc. as described in Note 2 and are not intended to be a complete presentation of all net assets and the results of operations of the MYALEPT Product Line. Our opinion is not modified with respect to this matter. KPMG LLP London, United Kingdom March 25, 2015 2

Statement of Assets Acquired and Liabilities Assumed As at December 31, 2014 (Amounts in thousands) Inventories Intangible asset Current trade and other payables Total assets acquired in excess of liabilities assumed

$ 9,042 $73,634 $ (5,000) $77,676

See accompanying notes to abbreviated financial statements. 3

Statement of Net Revenues and Direct Expenses For the eleven months ended December 31, 2014 (Amounts in thousands) Net product revenues Cost of goods sold Gross profit Direct expenses: Selling expenses Development expenses Amortisation expense Total direct expenses Direct expenses in excess of net revenues

$ 3,377 $ 805 $ 2,572 $ 9,218 $ 5,685 $ 2,466 $ 17,369 $(14,797)

See accompanying notes to abbreviated financial statements. 4

Notes to the Abbreviated Financial Statements As at and for the eleven months ended December 31, 2014 (Amounts in thousands) (1)

Background In August 2012, AstraZeneca PLC (AZ) entered into an agreement with Bristol-Myers Squibb, Inc. (BMS) to jointly purchase Amylin Pharmaceuticals Inc. (Amylin) and to collaborate on the development and commercialisation of Amylin’s portfolio of products. MYALEPT (metreleptin) was a product in Amylin’s late-stage portfolio at the date of acquisition. In February 2014, AZ acquired BMS’s share of the Amylin business and equity, and took full ownership of the MYALEPT product line. In February 2014, MYALEPT was approved by the Food and Drug Administration (FDA) for sale in the U.S. market as an adjunct to diet as replacement therapy to treat the complications of leptin deficiency in patients with congenital or acquired generalized lipodystrophy. AZ launched MYALEPT in the US in June 2014. Pursuant to an Asset Purchase Agreement dated as of November 5, 2014, AstraZeneca Pharmaceuticals LP and its affiliate agreed to sell to Aegerion Pharmaceuticals, Inc. (Aegerion) certain enumerated assets (including inventory and intangible assets) and rights associated with MYALEPT, and the sourcing, manufacture and exploitation thereof, and Aegerion agreed to assume certain liabilities (including accrued expenses) relating to MYALEPT. Upon the closing of the purchase transaction on January 9, 2015, Aegerion acquired the global rights to develop, manufacture and commercialize MYALEPT, subject to an existing distributor license with Shionogi & Co., Ltd (Shionogi) covering Japan, South Korea and Taiwan, and assumed certain royalty, milestone and diligence obligations of Amylin and its affiliates related to MYALEPT.

(2)

Basis of Presentation These accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission under Rule 3-05 of Regulation S-X. Historically, complete financial statements have never been prepared for the MYALEPT Product Line as AZ did not maintain the MYALEPT Product Line as a stand-alone business, division or subsidiary, and therefore it is impractical to prepare historical stand-alone or full carve-out financial statements for the MYALEPT Product Line. The statements of assets acquired and liabilities assumed and net revenues and direct expenses of the MYALEPT Product Line have been prepared in conformity with U.S. generally accepted accounting principles and have been derived from the operating activities directly attributed to the MYALEPT Product Line from AZ’s books and records. The statement of net revenues and direct expenses has been prepared for the eleven months ended December 31, 2014, being the period since approval of MYALEPT by the FDA and considered to be the most meaningful period for investors’ understanding of the MYALEPT business. The statement of net revenues and direct expenses does not purport to reflect all the costs, expenses, and cash flows that would have been associated had the MYALEPT Product Line been operated as a stand-alone, separate entity. In addition, the statement of net revenues and direct expenses may not be indicative of the operating results going forward given the omission of certain corporate overhead described in the notes to the financial statements and changes in the business that may be made by the acquirer. AZ’s transaction systems, including accounts receivable and accounts payable, which are used to record and account for cash transactions were not designed to identify assets and liabilities and receipts and payments on a product specific basis. As a result, cash flows for the MYALEPT Product Line are unavailable.

(3)

Summary of Significant Accounting Policies (a)

Inventories Inventories consist of finished product and inventories in progress. Finished product is expensed when the risk and reward of that inventory is transferred to a third party, which is generally upon shipment. Inventories are stated at the lower of cost or market value determined on the first-in, first-out method. 5

(b)

Intangible Asset AZ’s acquisition of BMS’s share of Amylin was accounted for as a business combination. Consequently, the in-process research and development program related to MYALEPT was capitalised as an intangible asset at fair value ($65,000). Subsequent, separate payments are considered to be part of the original purchase price of the asset and have been added to the intangible asset. These include the milestones both paid and accrued to Rockefeller University upon launch in the US ($10,000) and the amount allocated to MYALEPT of the subsequent payment to BMS for acquisition of the Amylin business in China ($1,100). The total intangible asset of $76,100 is being amortized over an estimated useful life of 18 years. Amortization expense was $2,466 for the eleven months ended December 31, 2014 and accumulated amortization was $2,466 as of December 31, 2014. AZ reviews amortizable intangible assets for impairment whenever changes in circumstances indicate the carrying amount of such assets may not be recoverable. In performing such review for recoverability, AZ compares expected undiscounted future cash flows to the carrying value of identifiable intangibles. If such assets are considered to be impaired, the impairment recognized is measured by the amount the carrying value exceeds the fair value of the assets. No impairment charges have been recorded for the eleven months ended December 31, 2014. Annual amortization expense for each of the next five years is scheduled to be $4,228 per year.

(c)

Revenue Recognition Revenue from product sales is recognized when the earnings process is complete. Revenue for product sales is recognized at the time of shipment, when title and risk of loss have been transferred, collectability is reasonably assured and pricing is fixed and determinable. Net product sales include gross sales less estimated managed care costs, which include government rebates, product returns, coupons and certain other customer discounts. The following briefly describes the nature of the net sales adjustments: Managed Care Costs Managed care costs include estimated amounts for price rebate programs, charge backs from wholesalers and certain other sales related items. These rebates are based primarily on volume purchases, the attainment of market share levels, government mandates and wholesaler credits. Provision for these estimated costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Product Returns Under the signed distribution agreement for MYALEPT, there are no product returns. Once product is delivered to the distributor, title and risk of loss is transferred. No amounts have been recorded in the financial statements for product returns. Coupons Coupon programs are offered to patients to help lower out-of-pocket costs. These costs are recorded as a reduction to gross sales based on an estimate of the units to be redeemed at the coupon value. 100% of product revenues in the eleven months ended December 31, 2014 were made to a single customer.

(d)

Direct Selling Expenses Direct selling expenses represent third-party costs directly related to the MYALEPT Product Line as well as other costs that have been allocated to the MYALEPT Product Line based on reasonable activity-based methods, including field sales costs and certain freight and distribution costs.

(e)

Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from these estimates. 6

(4)

Corporate Allocations AZ performed certain corporate functions for the MYALEPT Product Line for the eleven months ended December 31, 2014, including, but not limited to, corporate management, certain legal services, administration of insurance, treasury, payroll administration, employee compensation and benefit management, and administration. The costs of these corporate services are not included in the statement of net revenues and direct expenses, as AZ does not allocate such costs by product. In addition, the statement of net revenues and direct expenses excludes any interest and income taxes.

(5)

Subsequent Events AZ has evaluated its activity after December 31, 2014 until the date of issuance of the statements of assets acquired and liabilities assumed and net revenues and direct expenses through March 25, 2015, and is not aware of any other events that have occurred subsequent to December 31, 2014 that would require adjustments to or disclosures in the accompanying statements.

(6)

Trade and Other Payables Current trade and other payables consist of a milestone of $5,000, payable to Rockefeller University 12 months following FDA approval of MYALEPT.

(7)

Studies The following studies were included in the Biologics License Application (BLA) for MYALEPT: National Institute of Health (NIH) Pivotal Studies 991265/20010769 Two investigator-initiated, open-label studies in patients with lipodystrophy conducted at the NIH, Study 991265 (completed) and Study 20010769 (ongoing), provide pivotal data for evaluation of the efficacy and safety of MYALEPT in patients with lipodystrophy. Treatment IND FHA101 An ongoing, open-label Treatment IND study, FHA101, provides additional data on the efficacy and safety of MYALEPT in lipodystrophy patients with associated metabolic disorders including diabetes mellitus and/or hypertriglyceridemia. Supporting Studies In addition, five supporting obesity studies were included in the integrated safety analysis in the application (LEPT-970164, LEPT970213, LEPT-980236, LEPT-970188, and LEPT-970171).

(8)

Supplemental Information - Development Expenses (unaudited) Costs in connection with the development of new products and manufacturing methods are charged to development expenses as incurred. Development expenses were $5,685 in the eleven months ended December 31, 2014 (year ended December 31, 2013: $4,173). Future development expenses are expected to be primarily related to the ongoing post marketing commitments to the FDA for MYALEPT, the filing of a Marketing Authorization Application with the European Medicines Agency, and regulatory filings in other territories outside the United States, seeking marketing approval of metreleptin as a treatment for complications of leptin deficiency in generalized lipodystrophy patients, and the expected development in other potential indications for MYALEPT globally, including for the development of MYALEPT for severe partial lipodystrophy. It is expected that for the year ended December 31, 2015 the costs associated with the post marketing commitments to the FDA will be in the range of approximately $500 to $1,500. It is expected for the year ended December 31, 2016 the costs associated with the development of other potential indications globally will be in the range of approximately $10,000 to $15,000. 7

Exhibit 99.2 Aegerion Pharmaceuticals, Inc. Unaudited Pro Forma Combined Consolidated Financial Statements On January 9, 2015, Aegerion Pharmaceuticals, Inc. (the “Company”) consummated the previously announced purchase of certain assets and rights associated with the biological product metreleptin for injection (the “Product”), which is marketed as MYALEPT® in the United States, and the sourcing, manufacture and exploitation thereof, from Amylin Pharmaceuticals, LLC (the “Seller”) and AstraZeneca Pharmaceuticals LP, an affiliate of the Seller, and assumed certain liabilities pursuant to an asset purchase agreement dated November 5, 2014. The Company’s unaudited pro forma combined consolidated financial statements as of and for the year ended December 31, 2014 are based on the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2014 (as filed with the Securities and Exchange Commission (the “SEC”) in its annual report on Form 10-K on March 2, 2015 (“Annual Report”)), combined and consolidated with the audited abbreviated statement of assets acquired and liabilities assumed and the net revenues and direct expenses of the Product as of and for the eleven months ended December 31, 2014, as filed as Exhibit 99.1 to the Company’s Amendment No. 1 to the Current Report on Form 8-K/A dated March 25, 2015 (the “Amendment No. 1 to the Current Report on Form 8-K/A”) after giving effect to the Company’s acquisition of certain operational assets and certain liabilities relating to the business of the Product (the “MYALEPT Business”), and includes the assumptions and adjustments as described in the accompanying notes hereto. The unaudited pro forma combined consolidated balance sheet is presented as if the acquisition of the Myalept Business had occurred on December 31, 2014. The pro forma statement of operations for the year ended December 31, 2014, gives effect to the acquisition as if it occurred on January 1, 2014. The unaudited pro forma combined consolidated financial statements are not intended to represent or be indicative of the consolidated financial condition of the proposed combined entity that would have been reported if the acquisition had been consummated on January 1, 2014. In addition, the unaudited pro forma combined consolidated financial statements do not purport to project the future financial position of the consolidated company as of the end of its fiscal year ending December 31, 2014, or of any other future periods. The unaudited pro forma combined consolidated balance sheet has been prepared using the purchase method of accounting. The estimated fair values of the acquired assets and assumed liabilities as of the date of acquisition, which are based on estimates and assumptions of the Company, the consideration paid and the entries to record the direct transaction costs incurred are reflected therein. As explained in more detail in the accompanying notes to the unaudited pro forma combined consolidated financial statements, the total purchase price of approximately $325 million to acquire the Myalept Business has been allocated to the assets acquired and assumed liabilities of the MYALEPT Business based upon preliminary estimated fair values at the date of acquisition. Independent valuation specialists have conducted analyses in order to assist management of the Company in determining the fair values of the selected assets and liabilities. The Company’s management is responsible for these internal and third party valuations and appraisals. The Company is continuing to finalize the valuations of these net assets. The fair value allocation consists of preliminary estimates and analyses and is subject to change upon the finalization of the appraisals and other valuation analyses, which will be completed prior to the Company’s filing of its Annual Report on Form 10-K with the SEC for its fiscal year ended December 31, 2015. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction on the financial results of the Company. The unaudited pro forma combined consolidated financial statements of the Company and the MYALEPT Business have been provided to comply with the presentation of certain financial information relating to the Product in satisfaction of the requirements of Rule 3-05 of Regulation S-X, as required to be filed pursuant to Items 9.01(a) and 9.01(b) of Form 8-K. Historically, the MYALEPT Business had not maintained certain distinct and separate accounts from other products at AstraZeneca Pharmaceuticals LP. Consequently, full separate financial statements did not exist. The unaudited pro forma combined consolidated financial statements of the Company and the MYALEPT Business should be read in conjunction with the Current Report on Form 8-K filed on January 9, 2015, the historical consolidated financial statements and accompanying notes thereto of the Company contained in its Annual Report on Form 10-K for its fiscal year ended December 31, 2014, and the Product’s audited abbreviated financial statements as of and for the eleven months ended December 31, 2014, included as Exhibit 99.1 Amendment No. 1 to the Current Report on Form 8-K/A. 1

Aegerion Pharmaceuticals, Inc. and Myalept Unaudited Pro Forma Combined Consolidated Balance Sheet As of December 31, 2014 (in thousands) Aegerion December 31,

Myalept December 31,

Pro Forma Adjustments

Pro Forma Aegerion December 31,

2014

2014

Total

2014

Assets Current Assets: Cash and cash equivalents Accounts receivable Inventories Prepaid expenses and other current assets Total current assets Property and equipment, net Intangible assets Goodwill Other assets Total assets Liabilities and stockholders’ equity Current liabilities: Accounts payable Accrued liabilities Current portion of long-term debt Total current liabilities Long term liabilities: Convertible 2.0% senior notes, net Long-term debt, net of current portion Other liabilities Total liabilities Aquired net assets and liabilities Stockholders’ equity Total liabilities and stockholders’ equity

$ 375,937 17,125 9,510 4,852 407,424 4,711 — — 5,322 $ 417,457

$

$

$

9,713 26,648 3,456 39,817

214,852 555 1,937 257,161 — 160,296 $ 417,457

See accompanying notes to pro forma financial statements. 2

$

$

— — 9,042 — 9,042 — 73,634 — — 82,676

— 5,000 — 5,000 — — — 5,000 77,676 — 82,676

$ (307,811) (a), (e) — 38,958 (b) — (268,853) — 198,666 (c) 9,700 (d) — $ (60,487)

$

$

$

— — (3,456) (e) (3,456)

— 24,445 (e) — 20,989 (77,676) (f) (3,800) (a) $ (60,487)

68,126 17,125 57,510 4,852 147,613 4,711 272,300 9,700 5,322 $ 439,646

9,713 31,648 — 41,361

214,852 25,000 1,937 283,150 — 156,496 $ 439,646

Aegerion Pharmaceuticals, Inc. and Myalept Unaudited Pro Forma Combined Consolidated Statement of Operations For the Year Ended December 31, 2014 (in thousands, except per share data) Aegerion Year ended December 31, 2014

Net product sales Cost of product sales Operating expenses: Selling, general and administrative Research and development Restructuring costs Total costs and expenses Loss from operations Interest expense, net Other expense, net Loss before provision for income taxes Provision for income taxes Net loss Net loss per common share - basic and diluted Weighted-average shares outstanding - basic and diluted

$ 158,373 14,370 132,715 37,985 5 170,705 (26,702) (9,691) (2,093) (38,486) (899) $ (39,385) $ (1.35) 29,079

See accompanying notes to pro forma financial statements. 3

Myalept Eleven months ended December 31, 2014

$

$

Pro Forma Adjustments

Pro Forma Aegerion Year ended December 31,

Total

2014

3,377 $ 805

— 14,716 (g), (h)

11,684 (2,287) (g) 5,685 — — — 17,369 (2,287) (14,797) (12,429) — (350) (e) — — (14,797) (12,779) — — (14,797) $ (12,779)

$ 161,750 29,891 142,112 43,670 5 185,787 (53,928) (10,041) (2,093) (66,062) (899) $ (66,961) $ (2.30) 29,079

Aegerion Pharmaceuticals, Inc. and Myalept Notes to the Unaudited Pro Forma Combined Consolidated Financial Statements Note 1 – Description of the Transaction and Basis of Presentation On January 9, 2015 (the “Date of Acquisition”), Aegerion Pharmaceuticals, Inc. (the “Company”) completed its acquisition of certain operational assets and rights associated with the biological product metreleptin for injection (the “Product”), which is marketed as MYALEPT® in the United States, and the sourcing, manufacture and exploitation thereof and assumed certain liabilities. Upon the closing of the purchase transaction on January 9, 2015, the Company acquired the global rights to develop, manufacture and commercialize the Product, subject to an existing distributor license with Shionogi & Co., Ltd (“Shionogi”) covering Japan, South Korea and Taiwan, and assumed certain royalty, milestone and diligence obligations of Amylin and its affiliates related to the Product, for a total purchase price of $325 million. On the Date of Acquisition, the Company paid to AstraZeneca Pharmaceuticals LP (“AZ”) the total cash consideration from the Company’s available cash on hand. The acquisition has been accounted for using the purchase method of accounting under generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the purchase method of accounting, the total purchase price is allocated to the tangible and intangible acquired assets and assumed liabilities of the Product business (the “MYALEPT Business”), based on their respective preliminary estimated fair values as of the Date of Acquisition. The Company has prepared the unaudited pro forma combined consolidated financial statements as of and for the year ended December 31, 2014 using the purchase method of accounting. The estimated fair values of the acquired assets and assumed liabilities as of the Date of Acquisition, which are based on estimates and assumptions of the Company, are reflected within the pro forma adjustment entries. The unaudited pro forma combined consolidated balance sheet gives effect to the acquisition as if it had occurred on December 31, 2014 and the unaudited pro forma combined consolidated statement of operations gives effect to the acquisition as if it had occurred on January 1, 2014, inclusive of the related tax impact. See Note 2 for information on the Company’s preliminary allocation of the estimated purchase price. Note 2- Preliminary Purchase Price Allocation For purposes of the unaudited pro forma combined consolidated balance sheet, the $325 million purchase price has been allocated based upon a preliminary estimate of the fair value of assets acquired and liabilities assumed. The determination of the estimated fair value required management to make significant estimates and assumptions. These estimates and assumptions of the fair value allocation are preliminary and subject to change upon the finalization of the appraisals and other valuation analyses, which are in the process of being completed. Independent valuation specialists conducted a valuation to assist management of the Company in determining the estimated fair values of tangible and intangible assets. The Company’s management is responsible for these internal and third party valuations and appraisals. The work performed by the independent valuation specialists, while not yet completed and finalized, has been considered in management’s estimates of fair values reflected. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction on the financial results of the Company. 4

The preliminary estimated allocation of the fair values is as follows (amounts in thousands): Fair value of consideration transferred: Cash

$325,000

Preliminary purchase price allocation Inventories Intangible assets Accrued expenses Total identifiable net assets Goodwill Total purchase price

$ 48,000 272,300 (5,000) 315,300 9,700 $325,000

Note 3 – Pro Forma Adjustments The pro forma adjustments within the unaudited pro forma combined consolidated financial statements represent the adjustments to the carrying amounts as of December 31, 2014 for certain acquired assets and assumed liabilities relating to the MYALEPT Business to reflect the preliminary purchase price allocation to assets and liabilities as of the Date of Acquisition. The pro forma adjustments to the unaudited pro forma combined consolidated statement of operations for the year ended December 31, 2014, give effect to the acquisition as if it had been consummated at the beginning of the fiscal year presented. Adjustments included in the column under the heading “Pro Forma Adjustments” relate to the following: a)

To record the reduction of the Company’s cash as a result of the consideration paid to AZ of $325 million and approximately $3.8 million in estimated transaction costs.

b)

To record the preliminary purchase accounting adjustments related to assigning a fair value to the acquired inventory on the Date of Acquisition, which included, among other things, an adjustment to inventory, commonly referred to as “stepped-up value”, of approximately $39.0 million, representing the estimated capitalized manufacturing profit in acquired inventory.

c)

To record the preliminary fair value of the acquired intellectual property relating to the Product of $272.3 million, net of the value of the Product reflected in AZ’s historical financial statements of approximately $73.6 million.

d)

To record the preliminary fair value of goodwill resulting from the valuation of the net assets acquired. Goodwill resulting from the acquisition is not amortized, and will be assessed for impairment at least annually.

e)

To record the fifth loan modification agreement entered into by the Company on January 9, 2015 with Silicon Valley Bank, which was directly attributable to the acquisition of the Product. The loan amount was for $25.0 million and $4.0 million of the proceeds were used to pay off its existing outstanding loan amount and expenses for net cash proceeds of approximately $21.0 million. The additional interest expense associated with the loan was recorded as if the acquisition (and execution of the amendment of the loan) occurred on January 1, 2014 would be approximately $0.4 million.

f)

To record the elimination of the MYALEPT Business’s net assets.

g)

To record additional amortization expense related to intangible assets as if the acquisition occurred on January 1, 2014 of $14.0 million based on preliminary estimates of the useful life of the intangible assets and amortization policies, offset principally by the $2.3 million amortization of the intangible assets recorded by AZ purchase accounting that were reflected on the MYALEPT Business’ financial statements.

h)

To record the estimated step-up of the Product’s inventory from book value to preliminary fair value. The fair value step-up of inventory resulted in a $0.7 million increase in cost of sales on the pro forma combined consolidated statement of operations. 5

Note 4 –Accounting Policies Inventories Acquired inventory consists principally of raw materials, work in process and finished goods and is stated at fair market value. Acquired inventory is presented net of excess and obsolete provisions. Intangible Assets Identifiable intangible assets acquired include both a finite-lived intangible asset and in-process research and development. The fair value of intangible assets is based on management’s preliminary valuation as of the Date of Acquisition. Estimated useful lives (where relevant for the purposes of these unaudited pro forma combined consolidated financial statements) are based on the time periods during which the intangibles are expected to result in substantial incremental cash flows. Such estimates are preliminary and subject to change. •

Finite-lived intangible asset: The finite-lived intangible asset reflects the estimated value of the MYALEPT Business’s rights to the currently marketed product for commercial sale in the United States for the treatment of the complications of leptin deficiency in patients with generalized lipodystrophy. The preliminary fair value of currently marketed product of approximately $252.0 million was determined using the income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs for the Product line. Indications of value were developed by discounting these cash flows to their present value at a discount rate that reflects the current return requirements of the market. The fair value of the finite-lived intangible asset was capitalized as of the Date of Acquisition and subsequently will be amortized over the estimated remaining life of the Product of approximately 18 years.

•

In-process research and development: In-process research and development represents incomplete research and development projects for the MYALEPT Business. Management estimated that approximately $20.3 million of the acquisition consideration represents the preliminary fair value of acquired in-process research and development. The fair value of in-process research and development was determined using the income approach, including the application of probability factors related to the likelihood of success of the respective products reaching final development and commercialization. It also took into consideration information and certain program-related documents and forecasts prepared by management. The fair value of in-process research and development was capitalized as of the Date of Acquisition and is subsequently accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the completion of the acquisition, these assets will not be amortized into earnings; instead, these assets will be subject to periodic impairment testing. Upon successful completion of the development process for an acquired in-process research and development project, determination as to the useful life of the asset will be made. The asset would then be considered a finite-lived intangible asset and amortization of the asset into earnings would begin over the remaining estimated useful life of the asset. If the development process is unsuccessful, the asset associated with the specific unsuccessful project will be immediately charged to earnings. 6

The table below details the Company’s estimated amortization expense for the next five fiscal years and thereafter of the finite-lived intangible asset acquired by the Company: Amortization Fiscal Year End December 31,

Expense

2015 2016 2017 2018 2019 Thereafter

$

14,000 14,000 14,000 14,000 14,000 $ 182,000

Commitments and Contingencies The Company did not assume any liabilities of the MYALEPT Business on the Date of Acquisition, other than a milestone payment of $5.0 million due to Rockefeller University, which the Company paid on February 24, 2015, pursuant to the original license agreement with Rockefeller University. The Company is not responsible for any other past liabilities related to matters disclosed in the statement of assets acquired and liabilities assumed of the MYALEPT Business as of December 31, 2014 (as filed as Exhibit 99.1 to Amendment No. 1 to the Current Report on Form 8-K/A). 7