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By ticking the box "I agree" and by clicking on the “I confirm and agree” button below, you confirm and agree to each of the following:
1. that you have read and understood and that you are not subject to any of the Offer restrictions set forth below, that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;

2. that you are not located or resident in any jurisdiction where extension of the Offer would trigger a requirement for the Company or any of its affiliates or any other person to publish, to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;

3. that you will not copy or forward to any person any of the documents available on this website; and

4. that you understand, acknowledge and agree that any misrepresentation or failure to comply with the foregoing could result in a violation of applicable laws and/or damages to the Company, its affiliates and other persons.

The offer described in the documents on this website (the Offer) is not made or undertaken, directly or indirectly, in any country or jurisdiction in which the Offer would be unlawful or in which it would otherwise violate applicable law or in which Idorsia Ltd (the Company) or any of its subsidiaries would be required to make any material modification or adjustment to the terms of the Offer, to make any additional filing with any governmental, regulatory or other authority or to take any additional action with respect to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any document relating to the Offer may not be distributed in or sent to such countries or jurisdictions and may not be used by anyone to solicit the acquisition or sale of securities of the Company or any of its affiliates by persons or entities resident or incorporated in such countries or jurisdictions.

The documents on this website are available only to investors who are non-U.S. persons (within the meaning of Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (the Securities Act)) and who are acquiring the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website outside the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America or the District of Columbia (United States) in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and is only available to investors who, if resident in a member state of the European Economic Area or the United Kingdom, are not retail investors (as defined below) in the EEA or the United Kingdom. The documents on this website are not an offer of securities for sale in the United States or to U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants are being offered and issued in this Offer only to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the documents on this website and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Each holder of securities participating in the Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, it is offering its securities in an offshore transaction in accordance with Regulation S under the Securities Act and that it is not a U.S. person or an agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States or for a U.S. person.

The documents on this website have been prepared on the basis that all offers of the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website will be made pursuant to an exemption under the Prospectus Regulation and the Financial Services and Markets Act 2000 (as amended, FSMA) from the requirement to produce a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and superseded), and includes any relevant implementing measure in each Member State and in the United Kingdom, where the Prospectus Regulation forms part of domestic law by virtue of the EUWA. None of the documents on this website are a prospectus for the purpose of the Prospectus Regulation.

ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER WITHIN THE EEA AND THE UNITED KINGDOM OF THE NOTES, THE EXCHANGE SHARES AND THE EXCHANGE WARRANTS SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR US TO PRODUCE A PROSPECTUS FOR SUCH OFFER

Notwithstanding the United Kingdom's departure from the European Union, any references in the documents on this website to European Union law should be treated as references to such law as applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11:00 pm on December 31, 2020.

Prohibition of Offers to EEA Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The documents on this website have been prepared on the basis that any offer of the Notes, the Exchange Shares and the Exchange Warrants in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. None of the documents on this website are a prospectus for the purposes of the Prospectus Regulation.

Prohibition of Sales to UK Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the UK Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the UK PRIIPs Regulation) for offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. The documents on this website are for distribution only to, and are only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes, the Exchange Shares and the Exchange Warrants may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as relevant persons). The documents on this website are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the documents on this website relate, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes, the Exchange Shares and the Exchange Warrants, are available only to relevant persons and will be engaged in only with relevant persons. The documents on this website do not constitute a prospectus for the purposes of the UK Prospectus Regulation and are therefore not an approved prospectus for the purposes of, and as defined by, the UK Prospectus Regulation (or Section 85 of the FSMA) and have not been approved by the Financial Conduct Authority or any other competent authority. The Notes, the Exchange Shares and the Exchange Warrants are not being offered to the public in the United Kingdom.

The documents on this website do not constitute a prospectus within the meaning of the Swiss Federal Act on Financial Services (FinSA). The Offer of the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website in Switzerland is exempt from the obligation to prepare and publish a prospectus under the FinSA and no prospectus has been or will be prepared for or in connection with the Offer, including in connection with the Exchange Shares and/or the Exchange Warrants. The Offer of the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle offered as part of the Offer Consideration pursuant to the documents on this website is being made on the basis of the preliminary listing document, which describes the terms and conditions of the Notes. No prospectus under the FinSA is required for the Offer of the Notes.

The Offer should not be considered a public offering of securities in the Grand Duchy of Luxembourg. The Listing Document or the documents on this website may not be reproduced or used for any other purpose than the Offer nor provided to any person other than the recipient thereof. The A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website are offered to a limited number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public solicitations are banned and the sale may not be publicly advertised.

The Notes, the Exchange Shares and the Exchange Warrants may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless: (a) the offer is made to "qualified investors" as described in points (1) to (4) of Section I of Annex II to MiFID II, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognized as eligible counterparties in accordance with Article 30 of MiFID II unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex; or (b) the offer of the Notes, the Exchange Shares and the Exchange Warrants benefits from an exemption from, or constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg law dated July 16, 2019 on prospectuses for securities, which has implemented into Luxembourg law the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the Prospectus Regulation) on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

The Offer has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian Securities Exchange Commission (CONSOB) pursuant to Italian securities legislation and will not be subject to formal review or clearance by CONSOB. Accordingly, no A1 notes, A2 notes and/or B notes (the Notes) to be issued by a special purpose vehicle, no registered shares of Idorsia Ltd (the Exchange Shares) and no warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website may be offered, sold or delivered, directly or indirectly, nor may copies of the preliminary listing document, which describes the terms and conditions of the Notes (the Preliminary Listing Document), or any of the documents on this website of or any other offering circular, prospectus, form of application, advertisement, other offering material or other information or document relating to the Issuer, or the Notes, the Exchange Shares and the Exchange Warrants be issued, distributed or published in Italy, either on the primary or on the secondary market, except: 
(i) to qualified investors (investitori qualificati), as defined by Article 2, paragraph (e) of the Prospectus Regulation; or 
(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 100 of Italian Legislative Decree No. 58 of February 24, 1998, as amended (the Italian Financial Act) and the implementing CONSOB regulations, including Article 34-ter, paragraph 1, letter b, of CONSOB Regulation No. 11971 of May 14, 1999, as amended from time to time (Issuers' Regulation), and the applicable Italian laws. 

Any offer, sale or delivery of the Notes, the Exchange Shares and the Exchange Warrants or distribution of copies of the Preliminary Listing Document or the documents on this website or any other document relating to the Notes, the Exchange Shares and the Exchange Warrants in Italy under (i) or (ii) above must be: 
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1, first paragraph, letter r, of the Italian Financial Act), to the extent duly authorized to engage in the placement and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the provisions of Legislative Decree No. 58 of February 24, 1998, as amended (the Financial Services Act), CONSOB Regulation No. 20307 of February 15, 2018, as amended (Regulation No. 20307) and Legislative Decree No. 385 of September 1, 1993, as amended (the Banking Act) and any other applicable laws and regulations; 
(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and regulations and any other applicable requirement or limitation that may be imposed from time to time by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority; and 
(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or the Bank of Italy or any other Italian competent authority. 

Any investor purchasing the Notes, the Exchange Shares and the Exchange Warrants is solely responsible for ensuring that any offer or resale of the Notes, the Exchange Shares and the Exchange Warrants by such investor occurs in compliance with applicable laws and regulations.

Durch Ankreuzen der Box "I agree" (Ich stimme zu) und Klicken auf die Schaltfläche "Ich bestätige und stimme zu" unten bestätigen Sie, dass Sie alle folgenden Punkte bestätigen und ihnen zustimmen:

1. dass Sie die folgenden Angebotsbeschränkungen gelesen und verstanden haben und dass Sie keiner dieser Beschränkungen unterliegen, dass die Mitteilung über das Angebot rechtmässig an Sie gerichtet werden darf und dass Ihnen das Angebot rechtmässig unterbreitet werden darf;

2. dass Sie sich nicht in einer Rechtsordnung befinden und dass sie nicht in einer Rechtsordnung ansässig sind, in der die Unterbreitung des Angebots eine Verpflichtung für die Gesellschaft oder eine ihrer verbundenen Gesellschaften oder einer anderen Person zur Veröffentlichung, Einreichung oder Registrierung eines Angebotsprospekts oder eines anderen Dokuments oder zur Ergreifung anderer oder zusätzlicher Massnahmen im Zusammenhang mit dem Angebot nach den Gesetzen dieser Rechtsordnung auslösen würde;

3. dass Sie keine der auf dieser Website verfügbaren Dokumente kopieren oder an Dritte weiterleiten werden; und

4. dass Sie verstehen, anerkennen und zustimmen, dass jede falsche Angabe oder Nichteinhaltung des Vorstehenden zu einem Verstoss gegen geltende Gesetze und/oder zu Schäden für die Gesellschaft, ihre verbundenen Gesellschaften und andere Personen führen kann.

Das Angebot, das auf dieser Website beschrieben wird (das Angebot), wird weder direkt noch indirekt in einem Land oder einer Rechtsordnung gemacht oder gemacht werden, in welchem/welcher das Angebot widerrechtlich wäre oder in welchem/welcher es in anderer Weise anwendbares Recht verletzen würde, oder in welchem/welcher die Idorsia Ltd (die Gesellschaft) oder eine ihrer Tochtergesellschaften verpflichtet wäre, irgendwelche wesentlichen Änderungen oder Anpassungen der Konditionen des Angebots vorzunehmen, eine zusätzliche Eingabe bei staatlichen, regulatorischen oder anderen Behörden zu machen oder zusätzliche Handlungen in Bezug auf das Angebot vorzunehmen. Es ist nicht beabsichtigt, das Angebot auf ein solches Land oder eine solche Rechtsordnung zu erstrecken. Jedes Dokument, das in Zusammenhang mit dem Angebot steht, darf weder in solchen Ländern oder Rechtsordnungen verbreitet noch in solche Länder oder Rechtsordnungen versandt werden und darf von niemandem zur Werbung für Käufe oder Verkäufe von Wertpapieren der Gesellschaft oder eine ihrer verbundenen Gesellschaften durch Personen oder Rechtseinheiten verwendet werden, die in solchen Ländern oder Rechtsordnungen ansässig oder inkorporiert sind.

The documents on this website are available only to investors who are non-U.S. persons (within the meaning of Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (the Securities Act)) and who are acquiring the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the offer consideration (the Offer Consideration) pursuant to the documents on this website outside the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America or the District of Columbia (United States) in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and is only available to investors who, if resident in a member state of the European Economic Area or the United Kingdom, are not retail investors (as defined below) in the EEA or the United Kingdom. The documents on this website are not an offer of securities for sale in the United States or to U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants are being offered and issued in the offer described in the documents on this website (the Offer) only to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the documents on this website and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Each holder of securities participating in the Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, it is offering its securities in an offshore transaction in accordance with Regulation S under the Securities Act and that it is not a U.S. person or an agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States or for a U.S. person.

The documents on this website have been prepared on the basis that all offers of the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the offer consideration (the Offer Consideration) pursuant to the documents on this website will be made pursuant to an exemption under the Prospectus Regulation and the Financial Services and Markets Act 2000 (as amended, FSMA) from the requirement to produce a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and superseded), and includes any relevant implementing measure in each Member State and in the United Kingdom, where the Prospectus Regulation forms part of domestic law by virtue of the EUWA. None of the documents on this website are a prospectus for the purpose of the Prospectus Regulation.

ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER WITHIN THE EEA AND THE UNITED KINGDOM OF THE NOTES, THE EXCHANGE SHARES AND THE EXCHANGE WARRANTS SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR US TO PRODUCE A PROSPECTUS FOR SUCH OFFER

Notwithstanding the United Kingdom's departure from the European Union, any references in the documents on this website to European Union law should be treated as references to such law as applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11:00 pm on December 31, 2020.

Prohibition of Offers to EEA Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The documents on this website have been prepared on the basis that any offer of the Notes, the Exchange Shares and the Exchange Warrants in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. None of the documents on this website are a prospectus for the purposes of the Prospectus Regulation.

Prohibition of Sales to UK Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the UK Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the UK PRIIPs Regulation) for offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. The documents on this website are for distribution only to, and are only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes, the Exchange Shares and the Exchange Warrants may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as relevant persons). The documents on this website are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the documents on this website relate, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes, the Exchange Shares and the Exchange Warrants, are available only to relevant persons and will be engaged in only with relevant persons. The documents on this website do not constitute a prospectus for the purposes of the UK Prospectus Regulation and are therefore not an approved prospectus for the purposes of, and as defined by, the UK Prospectus Regulation (or Section 85 of the FSMA) and have not been approved by the Financial Conduct Authority or any other competent authority. The Notes, the Exchange Shares and the Exchange Warrants are not being offered to the public in the United Kingdom.

Die Dokumente auf dieser Website stellen keinen Prospekt im Sinne des Bundesgesetzes über die Finanzdienstleistungen (FIDLEG) dar. Das Angebot der Namenaktien der Gesellschaft (die Tausch-Aktien) und der Warrants zum Erwerb von Namenaktien der Gesellschaft (die Tausch-Warrants), die gemäss den Dokumenten auf dieser Website in der Schweiz als Teil der Gegenleistung des Angebots angeboten werden (die Angebotsgegenleistung), ist von der Pflicht zur Erstellung und Veröffentlichung eines Prospekts nach dem FIDLEG befreit, und es wurde und wird kein Prospekt für oder im Zusammenhang mit dem Angebot der Tausch-Aktien und/oder der Tausch-Warrants erstellt. Das Angebot der Anleihe A1, der Anleihe A2 und der Anleihe B (die Anleihen), welche von einem Special Purpose Vehicle als Teil der Angebotsgegenleistung ausgegeben werden, erfolgt auf der Grundlage des Preliminary Listing Document, welches die Bedingungen der Anleihen beschreibt. Für das Angebot der Anleihen ist kein Prospekt nach dem FIDLEG erforderlich.

The offer described in the documents on this website (the Offer) should not be considered a public offering of securities in the Grand Duchy of Luxembourg. The Listing Document or the documents on this website may not be reproduced or used for any other purpose than the Offer nor provided to any person other than the recipient thereof. The A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website are offered to a limited number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public solicitations are banned and the sale may not be publicly advertised.

The Notes, the Exchange Shares and the Exchange Warrants may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless: (a) the Offer is made to "qualified investors" as described in points (1) to (4) of Section I of Annex II to MiFID II, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognized as eligible counterparties in accordance with Article 30 of MiFID II unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex; or (b) the Offer of the Notes, the Exchange Shares and the Exchange Warrants benefits from an exemption from, or constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg law dated July 16, 2019 on prospectuses for securities, which has implemented into Luxembourg law the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the Prospectus Regulation) on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

The offer described in the documents on this website (the Offer) has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian Securities Exchange Commission (CONSOB) pursuant to Italian securities legislation and will not be subject to formal review or clearance by CONSOB. Accordingly, no A1 notes, A2 notes and/or B notes (the Notes) to be issued by a special purpose vehicle, no registered shares of Idorsia Ltd (the Exchange Shares) and no warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website may be offered, sold or delivered, directly or indirectly, nor may copies of the preliminary listing document, which describes the terms and conditions of the Notes (the Preliminary Listing Document), or any of the documents on this website of or any other offering circular, prospectus, form of application, advertisement, other offering material or other information or document relating to the Issuer, or the Notes, the Exchange Shares and the Exchange Warrants be issued, distributed or published in Italy, either on the primary or on the secondary market, except: 
(i) to qualified investors (investitori qualificati), as defined by Article 2, paragraph (e) of the Prospectus Regulation; or 
(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 100 of Italian Legislative Decree No. 58 of February 24, 1998, as amended (the Italian Financial Act) and the implementing CONSOB regulations, including Article 34-ter, paragraph 1, letter b, of CONSOB Regulation No. 11971 of May 14, 1999, as amended from time to time (Issuers' Regulation), and the applicable Italian laws. 

Any offer, sale or delivery of the Notes, the Exchange Shares and the Exchange Warrants or distribution of copies of the Preliminary Listing Document or the documents on this website or any other document relating to the Notes, the Exchange Shares and the Exchange Warrants in Italy under (i) or (ii) above must be: 
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1, first paragraph, letter r, of the Italian Financial Act), to the extent duly authorized to engage in the placement and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the provisions of Legislative Decree No. 58 of February 24, 1998, as amended (the Financial Services Act), CONSOB Regulation No. 20307 of February 15, 2018, as amended (Regulation No. 20307) and Legislative Decree No. 385 of September 1, 1993, as amended (the Banking Act) and any other applicable laws and regulations; 
(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and regulations and any other applicable requirement or limitation that may be imposed from time to time by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority; and 
(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or the Bank of Italy or any other Italian competent authority. 

Any investor purchasing the Notes, the Exchange Shares and the Exchange Warrants is solely responsible for ensuring that any offer or resale of the Notes, the Exchange Shares and the Exchange Warrants by such investor occurs in compliance with applicable laws and regulations.

En cochant la case "I agree" (j'accepte) et en cliquant sur le bouton "Je confirme et j'accepte" ci-dessous, vous confirmez et acceptez ce qui suit:

1. que vous avez lu et compris et que vous n'êtes soumis à aucune des restrictions de l'Offre énoncées ci-dessous, que la communication relative à l'Offre peut légalement vous être adressée et que l'Offre peut légalement vous être proposée;

2. que vous n'êtes pas situé ou résident dans une juridiction où l'extension de l'Offre entraînerait l'obligation pour la Société ou l'une de ses filiales ou toute autre personne de publier, de déposer ou d'enregistrer un prospectus d'offre ou tout autre document, ou de prendre toute autre mesure supplémentaire en rapport avec l'Offre, en vertu des lois de cette juridiction;

3. que vous ne copierez ni ne transmettrez à quiconque les documents disponibles sur ce site internet; et

4. que vous comprenez, reconnaissez et acceptez que toute fausse déclaration ou tout manquement aux dispositions ci-dessus pourrait entraîner une violation des lois applicables et/ou des dommages à la Société, à ses filiales et à d'autres personnes.

L'offre décrit sur ce site internet (l'Offre) n'est pas faite et ne sera pas faite, ni directement ni indirectement, dans un pays ou une juridiction dans lequel ou laquelle une telle Offre serait considérée comme illicite ou enfreindrait de toute autre manière les lois ou réglementations en vigueur ou qui exigerait, de la part de la Idorsia SA (la Société) ou l'une de ses filiales, un changement ou une modification des conditions de l'Offre de quelque manière que ce soit, la formulation d'une requête supplémentaire en lien avec l'Offre auprès d'une quelconque autorité gouvernementale, d'un régulateur ou d'une autre autorité, ou des démarches supplémentaires en lien avec l'Offre. Il n'est pas envisagé d'étendre l'Offre à de tels pays ou juridictions. Tout document relatif à l'Offre ne doit être ni distribué ni envoyé dans de tels pays ou juridictions, ni ne doit être utilisé pour solliciter l'acquisition ou la vente de titres de la Société ou de ses filiales par des personnes ou entités domiciliées ou incorporées dans de tels pays ou juridictions.

The documents on this website are available only to investors who are non-U.S. persons (within the meaning of Regulation S (Regulation S) under the U.S. Securities Act of 1933, as amended (the Securities Act)) and who are acquiring the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the offer consideration (the Offer Consideration) pursuant to the documents on this website outside the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America or the District of Columbia (United States) in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and is only available to investors who, if resident in a member state of the European Economic Area or the United Kingdom, are not retail investors (as defined below) in the EEA or the United Kingdom. The documents on this website are not an offer of securities for sale in the United States or to U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The Notes, the Exchange Shares and the Exchange Warrants are being offered and issued in the offer described in the documents on this website (the Offer) only to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the documents on this website and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Each holder of securities participating in the Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, it is offering its securities in an offshore transaction in accordance with Regulation S under the Securities Act and that it is not a U.S. person or an agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States or for a U.S. person.

The documents on this website have been prepared on the basis that all offers of the A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the offer consideration (the Offer Consideration) pursuant to the documents on this website will be made pursuant to an exemption under the Prospectus Regulation and the Financial Services and Markets Act 2000 (as amended, FSMA) from the requirement to produce a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and superseded), and includes any relevant implementing measure in each Member State and in the United Kingdom, where the Prospectus Regulation forms part of domestic law by virtue of the EUWA. None of the documents on this website are a prospectus for the purpose of the Prospectus Regulation.

ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER WITHIN THE EEA AND THE UNITED KINGDOM OF THE NOTES, THE EXCHANGE SHARES AND THE EXCHANGE WARRANTS SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR US TO PRODUCE A PROSPECTUS FOR SUCH OFFER

Notwithstanding the United Kingdom's departure from the European Union, any references in the documents on this website to European Union law should be treated as references to such law as applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11:00 pm on December 31, 2020.

Prohibition of Offers to EEA Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The documents on this website have been prepared on the basis that any offer of the Notes, the Exchange Shares and the Exchange Warrants in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes, the Exchange Shares and the Exchange Warrants. None of the documents on this website are a prospectus for the purposes of the Prospectus Regulation.

Prohibition of Sales to UK Retail Investors

The Notes, the Exchange Shares and the Exchange Warrants are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the UK Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the UK PRIIPs Regulation) for offering, selling or distributing the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes, the Exchange Shares and the Exchange Warrants or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. The documents on this website are for distribution only to, and are only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes, the Exchange Shares and the Exchange Warrants may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as relevant persons). The documents on this website are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the documents on this website relate, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes, the Exchange Shares and the Exchange Warrants, are available only to relevant persons and will be engaged in only with relevant persons. The documents on this website do not constitute a prospectus for the purposes of the UK Prospectus Regulation and are therefore not an approved prospectus for the purposes of, and as defined by, the UK Prospectus Regulation (or Section 85 of the FSMA) and have not been approved by the Financial Conduct Authority or any other competent authority. The Notes, the Exchange Shares and the Exchange Warrants are not being offered to the public in the United Kingdom.

Les documents figurant sur ce site internet ne constituent pas un prospectus au sens de la loi fédérale sur les services financiers (LSFin). L'Offre des actions nominatives de la société (les Actions d'Echange) et des warrants permettant d'acquérir des actions nominatives de la société (les Warrants d'Echange), qui sont proposés en contrepartie de l'Offre (la Contrepartie de l'Offre) conformément aux documents figurant sur ce site internet en Suisse, est exemptée de l'obligation d'établir et de publier un prospectus selon la LSFin, et aucun prospectus n'a été et ne sera établi pour ou en relation avec l'Offre des Actions d'Echange et/ou des Warrants d'Echange. L'Offre de l'emprunt A1, de l'emprunt A2 et de l'emprunt B (ensemble, les Emprunts), qui seront émis par une entité ad hoc dans le cadre de la Contrepartie de l'Offre, est faite sur la base du document préliminaire d'inscription à la cotation, lequel décrit les conditions des Emprunts. Aucun prospectus n'est requis en vertu de la Loi sur le service d'investissement de place (FIDLEG) pour l'Offre des Emprunts.

The offer described in the documents on this website (the Offer) should not be considered a public offering of securities in the Grand Duchy of Luxembourg. The Listing Document or the documents on this website may not be reproduced or used for any other purpose than the Offer nor provided to any person other than the recipient thereof. The A1 notes, the A2 notes and/or the B notes (the Notes) to be issued by a special purpose vehicle, the registered shares of Idorsia Ltd (the Exchange Shares) and the warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website are offered to a limited number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public solicitations are banned and the sale may not be publicly advertised.

The Notes, the Exchange Shares and the Exchange Warrants may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless: (a) the Offer is made to "qualified investors" as described in points (1) to (4) of Section I of Annex II to MiFID II, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognized as eligible counterparties in accordance with Article 30 of MiFID II unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex; or (b) the Offer of the Notes, the Exchange Shares and the Exchange Warrants benefits from an exemption from, or constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg law dated July 16, 2019 on prospectuses for securities, which has implemented into Luxembourg law the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the Prospectus Regulation) on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
 

The offer described in the documents on this website (the Offer) has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian Securities Exchange Commission (CONSOB) pursuant to Italian securities legislation and will not be subject to formal review or clearance by CONSOB. Accordingly, no A1 notes, A2 notes and/or B notes (the Notes) to be issued by a special purpose vehicle, no registered shares of Idorsia Ltd (the Exchange Shares) and no warrants to acquire registered shares of Idorsia Ltd (the Exchange Warrants) offered as part of the Offer consideration (the Offer Consideration) pursuant to the documents on this website may be offered, sold or delivered, directly or indirectly, nor may copies of the preliminary listing document, which describes the terms and conditions of the Notes (the Preliminary Listing Document), or any of the documents on this website of or any other offering circular, prospectus, form of application, advertisement, other offering material or other information or document relating to the Issuer, or the Notes, the Exchange Shares and the Exchange Warrants be issued, distributed or published in Italy, either on the primary or on the secondary market, except:

(i) to qualified investors (investitori qualificati), as defined by Article 2, paragraph (e) of the Prospectus Regulation; or

(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, Article 100 of Italian Legislative Decree No. 58 of February 24, 1998, as amended (the Italian Financial Act) and the implementing CONSOB regulations, including Article 34-ter, paragraph 1, letter b, of CONSOB Regulation No. 11971 of May 14, 1999, as amended from time to time (Issuers' Regulation), and the applicable Italian laws.

Any offer, sale or delivery of the Notes, the Exchange Shares and the Exchange Warrants or distribution of copies of the Preliminary Listing Document or the documents on this website or any other document relating to the Notes, the Exchange Shares and the Exchange Warrants in Italy under (i) or (ii) above must be:

(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1, first paragraph, letter r, of the Italian Financial Act), to the extent duly authorized to engage in the placement and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the provisions of Legislative Decree No. 58 of February 24, 1998, as amended (the Financial Services Act), CONSOB Regulation No. 20307 of February 15, 2018, as amended (Regulation No. 20307) and Legislative Decree No. 385 of September 1, 1993, as amended (the Banking Act) and any other applicable laws and regulations;

(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and regulations and any other applicable requirement or limitation that may be imposed from time to time by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority; and

(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or the Bank of Italy or any other Italian competent authority.

Any investor purchasing the Notes, the Exchange Shares and the Exchange Warrants is solely responsible for ensuring that any offer or resale of the Notes, the Exchange Shares and the Exchange Warrants by such investor occurs in compliance with applicable laws and regulations.