Announcement 27.09.2012 NeuroSearch A/S (OMX: NEUR) today announced that the company signed a conditional asset transfer agreement with Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) through the fully owned affiliate Ivax International GmbH, regarding the sale of Huntexil® to Teva for a cash purchase price of DKK 149 million plus potential milestone payments with a total value of up to DKK 55 million. The agreement is conditional upon NeuroSearch shareholder approval as well as a number of standard conditions. The agreement is not subject to approval by any public authorities, including merger control authorities. NeuroSearch will call for an Extraordinary General Meeting today and the Board of Directors will recommend the shareholders to approve the agreement. The Board of Directors obtained two independent assessment reports from the company's financial advisors, Danske Bank and SEB Enskilda, before deciding to recommend the agreement with Teva. The main terms and conditions of the agreement are as follows: -- The cash purchase price is DKK 149.5 million. Of this, DKK 28.7 million will be placed in escrow for a minimum period of six months after closing, to be released upon satisfactory project transfer of Huntexil® from NeuroSearch to Teva. -- In addition, NeuroSearch is entitled to potential milestones of up to DKK 55.1 million relating to:
First registration application for Huntexil® DKK 22.0 million

First marketing approval of Huntexil® in an EU or EFTA country

DKK 16.5 million
First marketing approval of Huntexil® outside the EU or EFTA
DKK 16.5 million
-- NeuroSearch is released from all obligations towards the sellers of Carlsson Research. Teva will assume relevant obligations towards Carlsson Research sellers. -- NeuroSearch is to ensure successful project transfer of Huntexil® to Teva in a period of six months after closing of the agreement. A payment to NeuroSearch of DKK 17.2 million to cover related expenses is included in the cash purchase price. -- Teva will not take over any employees from NeuroSearch. -- NeuroSearch is to pay DKK 4.3 million to Teva in the event that NeuroSearch shareholders do not approve the agreement and DKK 14.4 million is to be paid in the event that the shareholders do not approve the agreement due to a superior offer from a third party. -- NeuroSearch makes certain representations and warranties to the benefit of Teva consistent with international practice in this type of transaction. Thomas Hofman-Bang, Chairman of the Board of Directors of NeuroSearch, says: "After interactions with a substantial number of potential partners and buyers of Huntexil®, we are convinced that the agreement with Teva provides the best outcome for NeuroSearch shareholders. We hope that the company's shareholders will support the Board of Directors' recommendation to conclude this deal. We are very satisfied that the strategic focus of Teva is to bring this specialty therapeutic to the market to the benefit of patients suffering from Huntington's disease." NeuroSearch operation following adoption of deal with Teva Provided that NeuroSearch shareholders approve the agreement with Teva, the immediate focus of NeuroSearch will be to transfer the Huntexil® project to Teva in a diligent manner according to the agreement. In parallel, the Board of Directors and the Executive Management will evaluate the strategic options for NeuroSearch, including value maximisation of the assets that remain within the company. NeuroSearch expects to conclude and execute upon this evaluation early 2013. Financial expectation for 2012 For the full year 2012, NeuroSearch maintains previously announced expectations of an operating loss of approx. DKK 465 million. If NeuroSearch shareholders approve the agreement with Teva and it is subsequently closed, the operating result is expected to be improved by approx. DKK 120 million in 2012 and by DKK 28.7 million in 2013, related to the release of the escrow. Thomas Hofman-Bang Chairman of the Board of Directors Contact Thomas Hofman-Bang, Chairman, telephone: +45 4348 3204 René Schneider, CEO, telephone: +45 4460 8700 or +45 2911 2097 About NeuroSearch NeuroSearch A/S (NEUR) is a European-based biopharmaceutical company specialising in CNS diseases. The company is listed on NASDAQ OMX Copenhagen A/S. The company’s product pipeline comprises Huntexil® for the treatment of motor symptoms in patients with Huntington's disease and ordopidine and seridopidine, both of which have completed phase I studies, as well as tesofensine for anti-obesity, which is currently in phase II.