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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under Rule 14a-12

 

STEADYMED LTD.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:

        
 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

        
 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

        
 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

        
 

 

 

(5)

 

Total fee paid:

        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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STEADYMED LTD.

5 Oppenheimer Street
Rehovot 7670105, Israel


NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

        TO BE HELD ON JULY 30, 2018

        Notice is hereby given that an extraordinary general meeting of shareholders of SteadyMed Ltd. (the "Company") will be held at the offices of SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, at 2:00 pm local time on July 30, 2018 (the "Meeting").

        At the Meeting, shareholders of the Company will be asked to consider and vote on the following proposals:

1.
Approval of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among the Company, United Therapeutics Corporation, a Delaware corporation ("Parent") and Daniel 24043 Acquisition Corp. Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), the terms of the merger contemplated thereby, and all other documents, agreements and transactions contemplated under or related thereto, including the Contingent Value Rights Agreement attached thereto and the warrant amendments between Messrs. Brian J. Stark, Keith Bank, Ron Ginor, each a director of the Company, and/or their affiliates, and the Company (the "Merger Proposal");

2.
Approval, on a non-binding, advisory basis, of certain compensation that will be paid or may become payable to our named executive officers in connection with the transactions contemplated by the Merger Agreement and certain ancillary agreements (the "Golden Parachute Payments Proposal"); and

3.
The transaction of such other business as may properly come before the Meeting and any adjournments or postponements thereof.

        These items of business to be transacted at the meeting are more fully described in the proxy statement, which is part of this notice.

        The record date for the Meeting is June 21, 2018. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. This notice and the accompanying proxy statement and proxy card are being first mailed to shareholders on or about June 25, 2018.

        This notice together with the accompanying proxy statement and proxy card, are available on the Company's website at www.steadymed.com.

        YOUR VOTE IS VERY IMPORTANT. Whether or not you intend to attend the Meeting in person, please take the time to vote your shares by completing, signing and promptly mailing the enclosed proxy card to us in the enclosed, postage-paid envelope. If you attend the Meeting, you may vote in person, whether or not you have already executed and returned your proxy card. You may revoke your proxy card not later than two hours prior to the scheduled time of the Meeting or at the Meeting itself if you attend the Meeting. If you revoke your proxy, you may vote by delivering a subsequently dated proxy card, which, if not delivered in person at the Meeting, must be received by us no later than two hours before the appointed time of the Meeting, or by attending and voting at the Meeting in person.

    By Order of the Board of Directors,

 

 

/s/ JONATHAN M.N. RIGBY

Mr. Jonathan M.N. Rigby
President, CEO, and Director

 

 

June 25, 2018

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STEADYMED LTD.

SCHEDULE 14A PROXY STATEMENT

TABLE OF CONTENTS

 
  Page

Questions and Answers About the Transaction and the Meeting

  3

The Transaction

  3

The Meeting

  7

Summary

  11

Parties to the Transaction

  11

The Meeting

  12

Recommendation of the Board

  14

The Agreement and Plan of Merger

  14

Appraisal Rights

  14

Opinion of Wedbush Securities Inc. 

  14

Treatment of the Company's Stock Options, Restricted Stock and Warrants in the Transaction

  15

The Voting Agreements

  16

Interests of Our Directors and Executive Officers in the Transaction

  16

Conditions to Completion of the Transaction

  16

No Solicitation

  16

Restrictions on Recommendation Withdrawal

  17

Termination of the Merger Agreement

  17

Termination Fees

  18

Financing of the Transaction

  18

Certain Material U.S. Federal Income Tax Considerations of the Transaction

  18

Certain Material Israeli Tax Considerations

  19

Regulatory Matters

  19

CVR Agreement

  20

Cautionary Note Regarding Forward-Looking Statements

  21

The Extraordinary General Meeting

  23

Date, Time and Place of the Meeting

  23

Purpose of the Meeting

  23

Persons Entitled to Vote; Quorum; Vote Required

  23

Proxies and Voting Procedures

  24

Mailing of Proxy Statement

  25

Registered Office

  25

Abstentions and Broker Non-Votes

  25

Adjournments

  25

Cost of Proxy Distribution and Solicitation

  25

Parties to the Transaction

  26

SteadyMed Ltd. 

  26

United Therapeutics Corporation

  26

Merger Sub

  26

The Transaction

  27

Background of the Transaction

  27

Recommendation of the Board; Reasons for the Transaction

  46

Opinion of Wedbush Securities Inc. 

  49

Certain Financial Forecasts

  56

Financing of the Transaction

  60

Interests of Our Directors and Executive Officers in the Transaction

  60

Delisting and Deregistration of the Company's Ordinary Shares

  64

Regulatory Approvals Required for the Transaction

  64

Certain Material U.S. Federal Income Tax Considerations of the Transaction

  65

Tax Consequences to Non-U.S. Holders

  70

Certain Material Israeli Tax Considerations

  71

Table of Contents

 
  Page

Tax Considerations in Other Jurisdictions

  74

The Voting Agreements

  74

The Agreement and Plan of Merger

  75

Explanatory Note Regarding the Merger Agreement

  75

The Transaction; Articles of Association; Memorandum of Association; Directors and Officers

  75

Effective Time

  75

Merger Consideration

  76

Treatment of Company Equity Awards

  76

Payment Procedures

  77

Representations and Warranties

  78

Covenants Relating to Conduct of Business Pending the Closing

  80

Non-Solicitation; Acquisition Proposals; Change in Recommendations

  82

Shareholder Meeting

  85

Indemnification and Insurance

  85

Efforts to Obtain Regulatory Approvals and Tax Ruling

  85

Merger Proposal; Certificate of Merger

  87

Other Covenants

  87

Conditions to Completion of the Transaction

  88

Termination of the Merger Agreement

  89

Effect of Termination

  91

Transaction Expenses; Termination Fees

  91

Amendment

  92

Binding Effect; Assignment; Guaranty of Obligations

  92

Third Party Beneficiaries

  92

Specific Performance

  92

Governing Law

  92

The Contingent Value Rights Agreement

  94

The CVR Agreement

  94

Milestone

  94

CVR Consideration

  95

Commercially Reasonable Efforts

  96

Characteristics of the CVRs; Restrictions on Transfer

  96

General Assignment of the CVR Agreement

  97

Amendment and Termination of CVR Agreement

  97

Abandonment

  99

Market Prices for Ordinary Shares

  100

Security Ownership of Certain Beneficial Owners and Management

  101

Proposal 1

  105

Proposal Resolutions

  105

Vote Required for Approval

  106

Recommendation of the Board

  107

Proposal 2

  108

Proposal Resolutions

  108

Vote Required for Approval

  108

Recommendation of the Board

  108

Shareholder Proposals

  109

Householding of Proxies

  109

Where You Can Find More Information

  110

Other Information

  110

Other Business

  110

Annex A

   

Annex B

   

Annex C

   

Annex D

   

Annex E

   

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STEADYMED LTD.

5 Oppenheimer Street
Rehovot 7670105, Israel

SCHEDULE 14A PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

        We are furnishing this proxy statement to the holders of ordinary shares, par value NIS 0.01 per share, of SteadyMed Ltd., (our "ordinary shares" or "shares") a company organized under the laws of the State of Israel ("we," "us" or the "Company"), in connection with the solicitation by the Company's board of directors (the "Board") of proxies for use at an extraordinary general meeting of shareholders and any adjournment or postponement thereof (the "Meeting"). The Meeting will be held on July 30, 2018 at 2:00 pm local time at the offices of SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583.

        At the Meeting, you will be asked to consider and approve the following matters (the "Proposals"):

        OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE MERGER PROPOSAL AND THE GOLDEN PARACHUTE PAYMENTS PROPOSAL.

        The Board has set June 21, 2018 as the record date for determining shareholders entitled to notice of and to vote at the Meeting. On that record date, the Company had 26,625,136 ordinary shares issued and outstanding and eligible to vote at the Meeting. This proxy statement, notice and form of proxy are first being mailed to shareholders on June 25, 2018.

        Proxies will be solicited by the Company mainly by mail. Certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation, may solicit proxies by telephone, fax or other personal contact. Additionally, we may engage a proxy solicitor for a fee to solicit proxies on our behalf. We will furnish copies of solicitation materials to brokerage firms, nominees, fiduciaries and other custodians for forwarding to their respective principals. We will bear the cost of soliciting proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares.

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        The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on a given Proposal is necessary for the approval of such Proposal. In addition, with respect to the vote required to approve the Merger Proposal, (i) abstentions and votes of Company shares held by Merger Sub, Parent (or any other person who holds 25% or more of the means of control of Merger Sub), or anyone on their behalf (including relatives or corporations controlled by such persons) will be excluded, and (ii) one of the following requirements must be met: (a) the Company shares that are voted in favor of the Merger Proposal, excluding abstentions, must include at least a majority of the votes of shareholders who do not have a "Personal Interest" (as defined in the following paragraph) in the Merger Proposal, or (b) the total number of Company shares held by the shareholders described in clause (a) above that are voted against the Merger Proposal does not exceed two percent of the aggregate voting rights in the Company (the voting requirement described in this clause (ii), the "Special Merger Approval"). If you do not state whether your Company shares are held by any person or entity who holds 25% or more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons), by appropriate indication on your proxy card or voting instruction card, your vote will not be counted with respect to the Merger Proposal.

        Under the Israeli Companies Law (the "Companies Law"), "Personal Interest" means a personal interest of a person or entity in an act or transaction of a company, including: (1) a personal interest of that person's relative (which includes for these purposes a person's spouse, sibling, parent, parent's parent or offspring and any sibling or parent of such person's spouse, or the spouse of any of the foregoing persons); or (2) a personal interest of another person or entity in which that person or his or her relative holds 5% or more of such entity's issued shares or voting rights, has the right to appoint a director or the chief executive officer of such entity, or serves as director or chief executive officer of such entity, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; provided that a personal interest resulting merely from holding the Company's shares will not be deemed a personal interest for purposes of the Companies Law.

        If you do not state whether you have a Personal Interest in the Merger Proposal by appropriate indication on your proxy card or voting instruction card, you will be deemed to have a Personal Interest for the purpose of the required vote detailed above and your vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained. You must affirmatively state that you do not have a Personal Interest in the Merger Proposal for your vote to be counted for purposes of determining whether the Special Merger Approval has been obtained. Further, if you do not state whether your Company shares are held by any person or entity who holds 25% or more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons) by appropriate indication on your proxy card or voting instruction card, your vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained.

        Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine proposal, then those shares will be treated as broker non-votes and will not be treated as either a vote "for" or "against" a proposal. Under Israeli law, broker non-votes will not be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. All of the Proposals are considered non-routine, and brokers or other nominees may vote only those shares for which the beneficial owner has given instructions on how to vote.

        This proxy statement provides you with detailed information about the matters on which you are requested to vote your shares. In addition, you may obtain information about the Company from documents filed with the U.S. Securities and Exchange Commission ("SEC"). We encourage you to read the entire proxy statement carefully and to vote your shares.

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QUESTIONS AND ANSWERS ABOUT
THE TRANSACTION AND THE MEETING

        The following questions and answers briefly address some commonly asked questions about the proposed transactions with Parent and Merger Sub, including the Merger Agreement and the Meeting. This section may not address every question you have or include all the information that is important to you. SteadyMed urges shareholders to carefully read this entire proxy statement, including the annexes and the other documents referred to herein.

        Except as specifically noted in this proxy statement, the terms "Company," "we," "our" or "us" and similar words refer to SteadyMed Ltd., including in certain cases its subsidiaries. Throughout this proxy statement, we refer to United Therapeutics Corporation as either "United Therapeutics" or "Parent" and Daniel 24043 Acquisition Corp. Ltd. as "Merger Sub." Additionally, unless otherwise specified, references to "$" refer to the legal currency of the United States.

        Shareholder votes are important. We encourage our shareholders to vote as soon as possible. See "The Meeting" beginning on page 7 for more specific information on how to vote.

The Transaction

Q:
What is the Transaction?

A:
The Company, Parent and Merger Sub have entered into the Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into SteadyMed, with SteadyMed becoming a wholly-owned subsidiary of United Therapeutics and the surviving corporation of the merger. The parties to the Merger Agreement and certain of their affiliates have also entered into, or will enter into, other documents, agreements and transactions that are contemplated by or related to the Merger Agreement, including the Contingent Value Rights Agreement, which Parent and the Rights Agent will enter into at the closing of the merger, and the warrant amendments previously entered into by Messrs. Brian J. Stark, Keith Bank, Ron Ginor, each of whom is a director of the Company, and/or their affiliates, and the Company (the "Warrant Amendments") (all such documents and agreements, the "Ancillary Agreements") (the transactions contemplated by the Merger Agreement and the Ancillary Agreements, the "Transaction"). The Merger Agreement, the form of CVR Agreement and the form of Warrant Amendment are attached to this proxy statement as Annex A, Annex B and Annex C, respectively.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each ordinary share of SteadyMed outstanding immediately prior to the Effective Time (other than shares held in the treasury of the Company or owned by United Therapeutics or any direct or indirect wholly-owned subsidiary of the Company or of United Therapeutics, which shares will be cancelled) will be converted into the right to receive (a) $4.46 in cash, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVR (as defined below) ("Closing Cash Consideration"), plus (b) one contractual contingent value right (each, a "CVR" which will be subject to the Contingent Value Rights Agreement (the "CVR Agreement")), and which will represent the right to receive $2.63 in cash, without interest and less any applicable withholding taxes ("CVR Consideration"), upon the achievement of a specified "Milestone" (as defined in "The Contingent Value Rights Agreement—Milestone" beginning on page 94). The consideration for outstanding ordinary shares, consisting of the Closing Cash Consideration and the CVR Consideration, is referred to as the "Per Share Merger Consideration" for purposes of this proxy statement.

Treatment of SteadyMed's In the Money Options and Out of the Money Options (each as defined in "Summary—Treatment of the Company's Stock Options, Restricted Stock and Warrants in the

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Q:
What will the Company's shareholders receive when the Transaction occurs?

A:
For every Company ordinary share held at the Effective Time, the Company's shareholders (other than Parent, Merger Sub and their subsidiaries) will be entitled to receive the Per Share Merger Consideration described above.

Q:
How does the purchase price compare to the market price of the Company's ordinary shares?

A:
The Per Share Merger Consideration to be received by the Company's shareholders, assuming that the Milestone is achieved and the CVR Consideration is payable, and prior to the deduction of any applicable withholding taxes, represents a premium of approximately (i) 167.5% over the closing price of the Company's ordinary shares on the Nasdaq Global Market on April 27, 2018, and (ii) 125.8% over the thirty-day volume weighted average price of the Company's ordinary shares for the period ended April 27, 2018. The Closing Cash Consideration to be received by the Company's shareholders, prior to the deduction of any applicable withholding taxes, represents a premium of approximately (i) 68.3% over the closing price of the Company's ordinary shares on the Nasdaq Global Market on April 27, 2018, and (ii) 42.0% over the thirty-day volume weighted average price of the Company's ordinary shares for the period ended April 27, 2018.

The closing sale price of a Company ordinary share on the Nasdaq Global Market on June 20, 2018, which was the last practicable trading day before the date of this proxy statement, was $4.55. You are encouraged to obtain current market quotations for the Company's ordinary shares in connection with voting your shares.

Q:
When do you expect the Transaction to be completed?

A:
The Transaction is subject to various closing conditions, including Company shareholder approval and regulatory approvals. We hope to complete the Transaction in the second half of 2018.

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Q:
What is the other Proposal and how does it relate to the Transaction?

A:
Proposal 2 (the "Golden Parachute Payments Proposal") is a proposal to approve, on a non-binding, advisory basis, certain compensation that will be paid or may become payable to our named executive officers in connection with or as a result of the Transaction. These arrangements were approved by our Board in connection with its approval of the Merger Agreement or will be made pursuant to existing agreements between the Company and the executives. See "The Transaction—Interests of Our Directors and Executive Officers in the Transaction—Golden Parachute Compensation" beginning on page 63 and "Proposal 2" beginning on page 108 for a more detailed description of these arrangements.

Q:
How does the Board recommend that I vote on the Proposals?

A:
The Company's board of directors (the "Board") unanimously determined that it is in the best interest of the Company that the Company enter into the Merger Agreement and consummate the Transaction, and unanimously recommends that you vote "FOR" the Merger Proposal. See "The Transaction—Recommendation of the Board; Reasons for the Transaction" beginning on page 46.
Q:
What effects will the Transaction have on the Company?

A:
As a result of the Transaction, the Company will cease to be a standalone public company and will be an indirect wholly owned subsidiary of Parent. The Company's ordinary shares will no longer be publicly traded and will be delisted from the Nasdaq Global Market. In addition, the Company's ordinary shares will be deregistered under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon application to the SEC, and we will no longer file periodic reports with the SEC.

Q:
What will happen in the Transaction to the Company's stock option awards?

A:
Each holder of outstanding "In the Money Options" (as defined in "Summary—Treatment of the Company's Stock Options, Restricted Stock and Warrants in the Transaction—Stock Options" beginning on page 15), whether vested or unvested, that has not been exercised prior to the Effective Time will be cancelled and converted into the right to receive (i) a cash payment equal to (a) the excess, if any, of the Closing Cash Consideration over the exercise price payable under such option, multiplied by (b) the total number of shares subject to such option immediately prior to the Effective Time, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received, and (ii) a number of CVRs equal to the total number of shares subject to such option immediately prior to the Effective Time.

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Q:
What will happen in the Transaction to the Company's restricted share unit awards?

A:
Company restricted share unit awards outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive (i) a cash payment equal to $4.46 multiplied by the total number of shares subject to such restricted share unit immediately prior to the Effective Time, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received, and (ii) a number of CVRs equal to the total number of shares subject to such restricted share unit immediately prior to the Effective Time, less any applicable withholding taxes.

Q:
What will happen in the Transaction to the Company's warrants?

A:
If the Transaction is completed before December 31, 2018, each outstanding 2017 Warrant will be cancelled and converted into the right to receive $2.33 for each share subject to such warrant and each outstanding 2016 Warrant will be cancelled and converted into the right to receive $2.71 for each share subject to such warrant, in each case, without interest and less any applicable withholding taxes, and subject to the Warrant Amendments.

Q:
Do any of the Company's directors or executive officers have interests in the Transaction that may differ from those of the Company's shareholders?

A:
Yes, some of our directors and executive officers may have interests in the Transaction that are different from, or in addition to, the interests of the Company's shareholders generally. The Board was aware of and considered these interests, among other matters, in reaching its decision to approve entry into the Merger Agreement and the consummation of the Transaction. In addition, the Transaction was also approved by the audit committee of the Board, as required under the Companies Law. See "The Transaction—Interests of Our Directors and Executive Officers in the Transaction" beginning on page 60 for a description of such interests.

Q:
What are the material U.S. federal income tax considerations of the Transaction to the Company's shareholders who are U.S. Holders?

A:
The receipt of cash and CVRs for Company ordinary shares by "U.S. Holders" (as defined in "The Transaction—Certain Material U.S. Federal Income Tax Considerations of the Transaction" beginning on page 65) pursuant to the Transaction will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder of the Company's ordinary shares should recognize gain or loss for the taxable year of the Transaction in an amount equal to the difference, if any, between (i) the amount of cash plus the fair market value of the CVRs received in the Transaction and (ii) the U.S. Holder's adjusted tax basis in the shares. See "The Transaction—Certain Material U.S. Federal Income Tax Considerations of the Transaction" beginning on page 65 for a more detailed discussion of certain U.S. federal income tax consequences of the Transaction and the possible receipt of CVR Consideration with respect to the CVRs.
Q:
How will I be paid the Closing Cash Consideration and CVR Consideration, if the Milestone is achieved, for my shares?

A:
On or prior to the closing date of the Transaction, Parent or Merger Sub will deposit with a paying agent cash in an amount equal to the aggregate Closing Cash Consideration payable to all shareholders (other than Parent, Merger Sub, the Company and their respective subsidiaries) as of

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Q:
Should I send in my share certificates or other proof of ownership now?

A:
No. The paying agent will provide a letter of transmittal to our shareholders after the Effective Time. The letter will describe how you can surrender your share certificates for the Per Share Merger Consideration. If your shares are held in "street name" by your bank, brokerage firm or other nominee, you will receive instructions from them as to how to surrender your "street name" shares in exchange for the Per Share Merger Consideration. Please do not send in your stock certificates now.

Q:
Am I entitled to appraisal rights in connection with the Transaction?

A:
No. There are no appraisal or similar rights of dissenters under Israeli law, whether you vote for or against the Merger Proposal.

Q:
What happens if I sell my ordinary shares before the Meeting?

A:
The record date for shareholders entitled to vote at the Meeting is earlier than the date of the Meeting and the expected closing date of the Transaction. If you transfer your ordinary shares of the Company after the record date but before the Meeting, you will, unless special arrangements are made, retain your right to vote at the Meeting but will transfer the right to receive the Per Share Merger Consideration to the person to whom you transfer your shares.

Q:
What happens if the Merger Proposal is not approved by the Company's shareholders or if the Transaction is not completed for any other reason?

A:
If the Merger Proposal is not approved by our shareholders or if the Transaction is not completed for any other reason, our shareholders will not receive any payment for their shares in connection with the Transaction. Instead, we expect we will remain a standalone public company, the Company's ordinary shares will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

The Meeting

Q:
When and where is the Meeting?

A:
The Meeting will be held at 2:00 pm, local time, on July 30, 2018 at the offices of SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583.

Q:
What quorum and shareholder vote are required to approve the Proposals?

A:
A quorum is required for the transaction of business at the Meeting. Two or more shareholders, present in person or by proxy and holding shares conferring in the aggregate not less than one-quarter of the voting power of the Company as of the record date of June 21, 2018 will constitute a quorum. Each Company share is entitled to one vote on each Proposal.

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Q:
Are there any voting agreements with existing shareholders?

A:
On April 29, 2018, United Therapeutics and certain shareholders of the Company holding approximately 43.3% of the Company's ordinary shares, entered into voting agreements (the "Voting Agreements") which, among other things, include covenants of such shareholders to vote their ordinary shares in favor of the Merger Proposal. Each of the shareholder parties to the Voting Agreements has a Personal Interest in the Merger Proposal; as a result their votes will not be counted for purposes of determining whether the Special Merger Approval has been obtained.
Q:
How can I vote?

A:
Shareholders of record at the record date of June 21, 2018 may vote by personally attending the Meeting or attending by proxy, by completing and returning a proxy card pursuant to the instructions provided or by completing an electronic proxy card online at www.cstproxyvote.com. If you hold your shares in "street name" through a bank, broker or other nominee, you will be able to exercise your vote through such organization by completing a voting instruction form in accordance with the procedures issued by such organization. "Street name" holders may be able to

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Q:
What do I do if I receive more than one proxy card or set of voting instructions?

A:
If you hold shares in "street name", directly as a record holder or otherwise, you may receive more than one proxy card and/or set of voting instructions relating to the Meeting. If more than one proxy card is received, you should vote and return each proxy card separately in accordance with the applicable voting instructions and this proxy statement in order to ensure that all of your shares are voted.

Q:
If my ordinary shares are held in "street name" by my bank, broker or other nominee, will they vote my shares for me?

A:
Your broker, bank or nominee will not be able to vote any of your shares without instructions from you. The vote on each of the Proposals is considered a "non-routine" matter, and your bank, broker or other nominee is not permitted to exercise discretion to vote your ordinary shares. If you hold your ordinary shares in "street name," you should follow the procedures provided by your bank, broker or other nominee regarding how to instruct them to vote your shares. Typically, you would submit your voting instructions by mail, by telephone or through the internet in accordance with the procedures provided by your bank, broker or other nominee. Without instructions, your shares will not be voted.

Q:
How are votes counted?

A:
You may vote "FOR" or "AGAINST" each of the Proposals, or you may abstain from voting on each of the Proposals. Abstentions will not be counted as votes cast or shares voting on the Proposals, but will count for the purposes of determining whether a quorum is present. Pursuant to Israeli law, broker non-votes will not be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business and, therefore, will not be counted for the purpose of determining whether a quorum is present or approval is obtained with respect to any Proposal.

Q:
Can I revoke or change my vote?

A:
Yes.    Shareholders have the right to revoke a proxy at any time prior to voting at the Meeting by (i) submitting a subsequently dated proxy, which, if not delivered in person at the Meeting, must be received by us no later than two hours before the appointed time of the Meeting or (ii) attending the Meeting and voting in person, provided that you are a registered shareholder. If

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Q:
What happens if I do not submit a proxy card or otherwise vote?

A:
Your shares will not be voted on any of the Proposals and will not be counted as present at the Meeting. Failure to submit a proxy card or otherwise vote could make it more difficult for us to achieve the requisite thresholds we need for approval of the Proposals. Therefore, we urge all Company shareholders to vote, and we request that you return the proxy card as soon as possible.

Q:
What do I need to do now?

A:
Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. In order for Company ordinary shares to be represented at the Meeting, shareholders can (i) indicate on the enclosed proxy card how they would like to vote and return the proxy card in the accompanying pre-addressed postage paid envelope or (ii) attend the Meeting in person. If your shares are held in "street name" through your broker, bank or other nominee, please follow the procedures provided by such organization regarding how to instruct them to vote your shares.

Q:
Who can answer my questions?

A:
Company shareholders with questions about the Proposals or the Meeting, or who desire additional copies of this proxy statement or additional proxy cards, should contact the Company at c/o SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, or (925) 272-4999.

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SUMMARY

        This summary highlights selected information from this proxy statement related to the transactions contemplated by the "Merger Agreement" (as defined in the following paragraph), including the "Transaction" (as defined in the following paragraph) and the proposals, and may not contain all of the information that is important to you. To understand the Transaction more fully and for a more complete description of the legal terms of the Transaction, you should carefully read this entire proxy statement, including the annexes and other documents referred to herein. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption "Where You Can Find More Information."

        SteadyMed Ltd. ("we," "us" or the "Company"), United Therapeutics Corporation ("United Therapeutics" or "Parent") and Daniel 24043 Acquisition Corp. Ltd ("Merger Sub") have entered into the Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into SteadyMed, with SteadyMed becoming a wholly-owned subsidiary of United Therapeutics and the surviving corporation of the merger and United Therapeutics will acquire each of the outstanding ordinary shares of the Company for $4.46 per share in cash without interest, less any applicable withholding taxes with respect to such cash consideration and the CVR (as defined below) (the "Closing Cash Consideration"), and one contingent value right (a "CVR"), which represents the right to receive $2.63 in cash, without interest, less any applicable withholding taxes, upon the achievement of the "Milestone" (as defined in "The Contingent Value Rights Agreement—Milestone" beginning on page 94) (the "CVR Consideration"). The parties to the Merger Agreement and certain of their affiliates have also entered into, or will enter into other documents, agreements and transactions contemplated under or related thereto, including the Contingent Value Rights Agreement attached thereto (the "CVR Agreement") and the warrant amendments previously entered into by Messrs. Brian J. Stark, Keith Bank, Ron Ginor, each of whom is a director of the Company, and/or their affiliates, and the Company (the "Warrant Amendments") (all such documents and agreements, the "Ancillary Agreements") (the transaction contemplated by the Merger Agreement and the Ancillary Agreements, the "Transaction").

        The Merger Agreement, form of CVR Agreement and form of Warrant Amendment are attached as Annex A, Annex B, and Annex C, respectively, to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Transaction, the form of CVR Agreement, which is the legal document that will govern the CVRs to be issued in the Transaction, and the form of Warrant Amendment carefully and in their entirety.

Parties to the Transaction

        The Company is a specialty pharmaceutical company focused on the development and commercialization of therapeutic product candidates that address the limitations of market-leading products for certain orphan indications and in other well-defined, high-margin specialty markets. Our primary focus is to obtain approval for the sale of Trevyent®, our lead product candidate for the treatment of pulmonary arterial hypertension ("PAH") in the United States. We also have two other product candidates, for the treatment of post-surgical and acute pain in the home setting, referred to as our At Home Patient Analgesia, or AHPA, which products are at an earlier stage of development. Our product candidates are enabled by our proprietary PatchPump, which is a discreet, water-resistant and disposable drug administration technology that is aseptically pre-filled with liquid drug at the site of manufacture and pre-programmed to deliver an accurate, steady flow of drug to a patient, either subcutaneously or intravenously.

        SteadyMed Ltd. was founded in Israel in 2005. We have two subsidiaries. SteadyMed Therapeutics, Inc., a wholly-owned subsidiary of SteadyMed Ltd., was incorporated in Delaware in 2011

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and SteadyMed U.S. Holdings Inc., a wholly-owned subsidiary of SteadyMed Therapeutics, Inc., was incorporated in Delaware in 2014. We are domiciled in Rehovot, Israel, with principal executive offices located at 2603 Camino Ramon, Suite 350, San Ramon, CA 94583. Our telephone number is (925) 272-4999 and its website address is http://www.steadymed.com. The information contained in, or that can be accessed through, our website is not incorporated by reference into or otherwise part of this proxy statement.

        United Therapeutics is a biotechnology company focused on the development and commercialization of innovative products to address the unmet medical needs of patients with chronic and life-threatening conditions. United Therapeutics markets and sells four commercial therapies in the United States to treat PAH: Remodulin® (treprostinil) Injection ("Remodulin"); Tyvaso® (treprostinil) Inhalation Solution; Orenitram® (treprostinil) Extended-Release Tablets; and Adcirca® (tadalafil) Tablets. United Therapeutics also markets and sells an oncology product in the United States, Unituxin® (dinutuximab) Injection (Unituxin), which is approved for treatment of high-risk neuroblastoma. Outside the United States, United Therapeutics' only significant revenues are derived from the sale of Remodulin, which is approved in Europe and various other countries. United Therapeutics is also engaged in research and development of new indications, formulations and delivery devices for our existing products, as well as new products to treat PAH and other conditions. Finally, United Therapeutics is engaged in early-stage research and development of a number of organ transplantation-related technologies.

        United Therapeutics' principal executive offices are located at 1040 Spring Street, Silver Spring, Maryland 20910 and at 55 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709. Its telephone number is (301) 608-9292 and its website is www.unither.com. Information on United Therapeutics' website is not incorporated by reference into or otherwise part of this proxy statement.

        Merger Sub was organized under the laws of the State of Israel on March 26, 2018 and is an indirect wholly-owned subsidiary of United Therapeutics. Merger Sub was formed solely for the purpose of completing the Transaction. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transaction.

        The registered offices of Merger Sub are located at 4 Weizmann Street, Tel Aviv, Israel. Its telephone number is (301) 608-9292.

The Meeting

        The extraordinary general meeting of shareholders of the Company (the "Meeting") will be held at the offices of SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, at 2:00 pm local time on July 30, 2018.

        The purpose of the Meeting is to consider and vote upon the following proposals (the "Proposals"):

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        The Company's board of directors (the "Board") recommends that its shareholders vote "FOR" each of the Proposals.

        The record date for determining the shareholders who are entitled to vote at the Meeting is June 21, 2018.

        A quorum is required for the transaction of business at the Meeting. The presence, in person or by proxy, at the Meeting of two or more shareholders holding not less than one-quarter of the outstanding ordinary shares of the Company held by all shareholders as of the record date of June 21, 2018 will constitute a quorum. The votes of Parent, Merger Sub, the Company and their respective subsidiaries will not be counted at the Meeting for the purpose of approving the Merger Agreement by the requisite majority.

        The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on a given Proposal is necessary for the approval of such Proposal.

        In addition with respect to the approval of the Merger Proposal, (i) abstentions and votes of Company shares held by Merger Sub, Parent (or any other person who holds 25% or more of the means of control of Merger Sub), or anyone on their behalf (including relatives or corporations controlled by such persons) will be excluded, and (ii) one of the following requirements must be met: (a) the Company shares that are voted in favor of the Merger Proposal, excluding abstentions, must include at least a majority of the votes of shareholders who do not have a "Personal Interest" (as defined in "The Extraordinary General Meeting—Persons Entitled to Vote; Quorum; Vote Required" beginning on page 23) in the Merger Proposal, or (b) the total number of Company shares held by the shareholders described in clause (a) above that are voted against the Merger Proposal does not exceed two percent of the aggregate voting rights in the Company. The vote of any shareholder who does not state whether his, her or its Company shares are held by any person or entity who holds 25% or more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons), by appropriate indication on his, her or its proxy card or voting instruction card, will not be counted with respect to the Merger Proposal. In addition, any shareholder who does not state whether he, she or it has a Personal Interest in Merger Proposal by appropriate indication on his, her or its proxy card or voting instruction card, will be deemed to have a Personal Interest for the purpose of the required vote detailed above and his, her or its vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained.

        We believe shareholders holding at least approximately 67.3% of the Company's ordinary shares as of April 29, 2018 may have a Personal Interest in the Merger Proposal, including each of our directors, executive officers and shareholders that holds warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated July 29, 2016 (the "2016 Warrants") or warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated April 20, 2017 (the "2017 Warrants" and, together with the 2016 Warrants, the "Warrants").

        Pursuant to Israeli law, broker non-votes will not be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business and, therefore, will

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not be counted for the purpose of determining whether a Proposal has been approved. Under Israeli law, abstentions are counted in determining whether a quorum is present, but will not be counted in connection with the vote on any Proposal.

        See "The Extraordinary General Meeting" beginning on page 23 for a more information regarding the meeting.

Recommendation of the Board

        After careful consideration, the Board unanimously determined that it is in the best interest of the Company that the Company enter into the Merger Agreement and Ancillary Agreements, including the Warrant Amendments and consummate the Transaction, and unanimously recommends that you vote "FOR" the approval of the Merger Proposal and the Golden Parachute Proposal.

        See "Proposal 1" beginning on page 105 and "Proposal 2" beginning on page 108 for a more detailed discussion of each proposal.

The Agreement and Plan of Merger

        Merger Sub will be merged with and into the Company in accordance with the provisions of Sections 314-327 of the Israeli Companies Law 5759-1999 (the "Companies Law") and of the Israeli Companies Regulations (Merger), 5760-2000 (The "Merger Regulations") of the State of Israel (together with the Companies Law and the rules and regulations promulgated thereunder, the "ICL") and as a result thereof, the separate existence of Merger Sub will cease and the Company will be the surviving corporation in the Transaction (the "Surviving Company") and will (i) continue to be governed by the Laws of the State of Israel, (ii) maintain a registered office in the State of Israel, and (iii) succeed to and assume all of the rights, properties and obligations of Merger Sub and the Company in accordance with the ICL.

        A copy of the Merger Agreement is attached as Annex A to this proxy statement. See "The Agreement and Plan of Merger" beginning on page 75 for a more detailed description of the Merger Agreement.

Appraisal Rights

        There are no appraisal or similar rights of dissenters under Israeli law.

Opinion of Wedbush Securities Inc.

        In February 2018, the Company engaged Wedbush Securities Inc. ("Wedbush") to provide strategic advisory services in connection with evaluating and considering a sale transaction. The Board requested that Wedbush render an opinion as to whether the consideration to be received by holders of SteadyMed ordinary shares ("SteadyMed Shareholders") in the Transaction, assuming the CVRs had no value, was fair, from a financial point of view, to the SteadyMed Shareholders. The full text of Wedbush's written opinion, dated April 29, 2018, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this proxy statement and is incorporated by reference herein in its entirety.

        Wedbush provided its opinion to the Board (in its capacity as such) for the benefit of and use by the Board in connection with and for purposes of its evaluation of the "Per Share Merger Consideration" (as defined in "Questions and Answers About the Transaction and the Meeting—The Transaction" beginning on page 3) from a financial point of view. Wedbush's opinion does not address any other aspect of the Transaction and no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the

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Board to proceed with or effect the Transaction. Wedbush's opinion does not address any other aspect of the Transaction and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed Transaction or any related matter.

        See "The Transaction—Opinion of Wedbush Securities Inc." beginning on page 49 for a description of the opinion that the Board received from Wedbush.

Treatment of the Company's Stock Options, Restricted Stock and Warrants in the Transaction

        Each outstanding option to acquire Company shares, whether or not vested, that has a per share exercise price that is less than the Closing Cash Consideration (each, an "In the Money Option"), will be cancelled and converted into the right to receive (i) a cash payment equal to (a) the excess of (1) the Closing Cash Consideration over (2) the per-share exercise price of such In the Money Option, multiplied by (b) the number of Company shares subject to such In the Money Option immediately prior to the effective time of the merger (the "Effective Time"), without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received, and (ii) a number of CVRs equal to the number of Company shares subject to such In the Money Option immediately prior to the Effective Time. Each outstanding option to acquire Company Shares with an exercise price less than $7.09 per share, other than an In the Money Option, whether or not vested (each, an "Out of the Money Option") will be cancelled and converted into the right to receive a contingent cash payment if and when the Milestone is achieved equal to (a) the amount by which the sum of (i) the Closing Cash Consideration and (ii) the CVR Consideration exceeds the per share exercise price of such Out of the Money Option, multiplied by (b) the number of Company shares subject to such Out of the Money Option immediately prior to the Effective Time, without interest and less any applicable withholding taxes. Each Out of the Money Option with a per-share exercise price equal to or greater than $7.09 will be cancelled at the Effective Time, without any consideration payable therefor.

        Each outstanding Company restricted share unit, whether or not vested, will be cancelled and converted into the right to receive (i) a cash payment equal to the Closing Cash Consideration multiplied by the number of Company shares subject to such restricted share unit immediately prior to the Effective Time, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received, and (ii) a number of CVRs equal to the number of Company shares subject to such restricted share unit immediately prior to the Effective Time.

        If the Transaction is consummated by December 31, 2018, each outstanding warrant to purchase Company shares issued pursuant to subscription agreements dated July 29, 2016, will be cancelled and converted into the right to receive a cash payment of $2.71 for each Company share subject to such warrant immediately prior to the Effective Time, and each outstanding warrant to purchase Company shares issued pursuant to subscription agreements dated April 20, 2017, will be cancelled and converted into the right to receive a cash payment of $2.33 for each Company share subject to such warrant, immediately prior to the Effective Time, in each case, without interest and less any applicable withholding taxes, and subject to the Warrant Amendments in substantially the form attached as Annex C.

        See "The Agreement and Plan of Merger—Treatment of Company Equity Awards" beginning on page 61 for a more detailed discussion.

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The Voting Agreements

        On April 29, 2018, United Therapeutics and certain shareholders of the Company holding approximately 43.3% of the Company's ordinary shares, entered into voting agreements (the "Voting Agreements"). The Voting Agreements place certain restrictions on the transfer of the shares of SteadyMed held by the shareholder parties thereto and include covenants of such shareholder parties to vote their ordinary shares in favor of the Merger Proposal and against any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Transaction. Each of the shareholder parties to the Voting Agreements has a Personal Interest in the Merger Proposal; as a result their votes will not be counted for purposes of determining whether the Special Merger Approval has been obtained. A copy of the form of Voting Agreement is attached as Annex E to this proxy statement.

        See "The Voting Agreements" beginning on page 74 for a more detailed discussion.

Interests of Our Directors and Executive Officers in the Transaction

        You should be aware that some directors and executive officers of the Company may have interests in the Transaction that are different from, or are in addition to, the interests of shareholders generally. The Board was aware of and considered these interests, among other matters, in reaching its decision to approve entry into the Merger Agreement and consummation of the Transaction. In addition, the Transaction was also approved by the audit committee of the Board, as required under the ICL.

        See "The Transaction—Interests of Our Directors and Executive Officers in the Transaction" beginning on page 60 for a description of these interests.

Conditions to Completion of the Transaction

        We expect to complete the Transaction after all the conditions to the Transaction in the Merger Agreement are satisfied or waived. We hope to complete the Transaction in the second half of 2018.

        Pursuant to the Merger Agreement, the obligation of each party to effect the Transaction is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. See "The Agreement and Plan of Merger—Conditions to Completion of the Transaction" beginning on page 88 for a detailed discussion of those conditions.

No Solicitation

        The Merger Agreement requires the Company to immediately cease and cause to be terminated all existing discussions and negotiations with respect to any acquisition proposal or potential acquisition proposal and immediately terminate all physical and electronic data room access previously granted with respect to any acquisition proposal. In addition, while the Merger Agreement is pending, the Company is prohibited from and the Company is not allowed to permit or authorize any of its subsidiaries or any director, officer, employee, investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of the Company or any of its subsidiaries, directly or indirectly, to:

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        See "The Agreement and Plan of Merger—Non-Solicitation; Acquisition Proposals; Change in Recommendations" beginning on page 82 for a discussion of the prohibition on solicitation of acquisition proposals from third parties, and the exceptions to such prohibition.

Restrictions on Recommendation Withdrawal

        The Merger Agreement generally restricts the ability of the Board to withdraw or modify its recommendation that the shareholders vote "FOR" the Merger Proposal or to recommend that the shareholders approve an alternative acquisition proposal.

        The Board may withdraw its recommendation or recommend that the shareholders approve an alternative acquisition proposal (i) in response to a superior proposal, if the Board determines in good faith, after consultation with outside counsel, that a failure to change its recommendation would be inconsistent with its fiduciary duties to the shareholders under applicable laws and certain other conditions are met, or (ii) in response to a change in circumstance if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the exercise of its fiduciary duties to its shareholders under applicable laws and certain other conditions are met. The Board's withdrawal, or modification or qualification in any manner adverse to United Therapeutics, of its recommendation, recommendation of an alternative acquisition proposal or resolution, agreement or proposal to take any such action is referred to as a "Company adverse recommendation change."

        See "The Agreement and Plan of Merger—Non-Solicitation; Acquisition Proposals; Change in Recommendations" beginning on page 82 for a more detailed discussion.

Termination of the Merger Agreement

        The Merger Agreement and the Transaction may be abandoned at any time prior to the Effective Time (i) upon the mutual written agreement of the parties or (ii) at the option of either the Company or United Therapeutics if:

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        United Therapeutics may terminate the Merger Agreement if: (i) the Board has effected a Company adverse recommendation change; (ii) within ten business days of receiving a tender or exchange offer relating to securities of the Company, the Board fails to publicly recommend against such offer; (iii) within ten business days following public announcement of an acquisition proposal, the Board fails to reaffirm its recommendation of the Merger Proposal upon a written request to do so from United Therapeutics; (iv) the Company willfully and materially breaches its non-solicitation obligations and its obligations relating to the Meeting; or (v) the Company or the Board resolves to take or authorizes any of the foregoing actions.

        The Company may terminate the Merger Agreement if prior to the time at which the Company shareholders approve the Merger Proposal, in order to accept a superior proposal (subject to certain limitations).

        See "The Agreement and Plan of Merger—Termination of the Merger Agreement" beginning on page 89 for a discussion of the termination of the Merger Agreement.

Termination Fees

        The Company will be required to pay United Therapeutics a termination fee of $4.5 million if the Merger Agreement is terminated under certain circumstances. See "The Agreement and Plan of Merger—Transaction Expenses; Termination Fees—Company Termination Fee" beginning on page 91 for a discussion of the termination fees.

Financing of the Transaction

        The Transaction is not subject to a financing condition.

Certain Material U.S. Federal Income Tax Considerations of the Transaction

        The receipt of cash and CVRs for Company ordinary shares by "U.S. Holders" (as defined in "The Transaction—Certain Material U.S. Federal Income Tax Considerations of the Transaction" beginning on page 65) pursuant to the Transaction will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder of the Company's ordinary shares should recognize gain or loss for the taxable year of the Transaction in an amount equal to the difference, if any, between (i) the amount of cash plus the fair market value of the CVRs received in the Transaction and (ii) the U.S. Holder's adjusted tax basis in the shares.

        See "The Transaction—Certain Material U.S. Federal Income Tax Considerations of the Transaction" beginning on page 65 for a more detailed discussion of certain U.S. federal income tax consequences of the Transaction and the possible receipt of CVR Consideration with respect to the CVRs.

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Certain Material Israeli Tax Considerations

        The receipt of cash and CVRs in exchange for Company ordinary shares or warrants is generally a taxable transaction to such holders of Company ordinary shares or warrants for Israeli tax purposes. Certain exemptions may be applicable to non-Israeli holders.

        See "The Transaction—Certain Material Israeli Tax Considerations" beginning on page 71 for a more detailed discussion of the material Israeli income tax considerations in connection with the disposition of Company ordinary shares and warrants.

Regulatory Matters

        Under the HSR Act, certain acquisition transactions may not be consummated unless certain information and documentary materials have been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the Federal Trade Commission (the "FTC") and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the Transaction, and the Transaction is conditioned on expiration or termination of the applicable waiting period under the HSR Act.

        If the Transaction is delayed due to a failure to satisfy the HSR condition, the closing may be extended by mutual written consent of United Therapeutics and the Company up to two times (each time for a period not to exceed 90 days). See "Termination of the Merger Agreement" in the Summary.

        On May 22, 2018, Parent and the Company each filed a Premerger Notification and Report Form with the FTC and the Antitrust Division for review in connection with the Merger Proposal. Parent withdrew its HSR notification on June 15, 2018 and refiled its HSR notification on June 19, 2018. The HSR waiting period is scheduled to expire 30 days later, at 11:59 p.m., Eastern Time, on July 19, 2018. Before that time, however, either the FTC or Antitrust Division may terminate the waiting period or extend the waiting period by issuing a Request for Additional Information (a "Second Request") to Parent and the Company. If a Second Request is made, the waiting period will expire at 11:59 p.m. Eastern Time, on the 30th calendar day after Parent or its affiliate certifies substantial compliance with that request, unless otherwise extended by agreement or court order.

        The FTC and the Antitrust Division will consider the legality under the antitrust laws of the Transaction. At any time before consummation of the Transaction, if the Antitrust Division or the FTC believes that the Transaction would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the Transaction by seeking a federal court order enjoining the Transaction or, if the Transaction has already been consummated, requiring disposition of the SteadyMed ordinary shares or the divestiture of substantial assets of Parent, SteadyMed or any of their respective subsidiaries or affiliates. U.S. state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Transaction. While SteadyMed believes that the consummation of the Transaction will not violate any antitrust laws, there can be no assurance that a challenge to the Transaction on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Parent may not be obligated to consummate the Transaction.

        The Company has filed with the Israel Tax Authority (the "ITA"), in coordination with United Therapeutics, an application for a ruling regarding the Israeli withholding tax requirements and taxation of payments made in connection with "102 Company Options," "3(i) Company Options" and

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"102 Shares" (as defined in the Merger Agreement) (the "Option Tax Ruling"). In addition, United Therapeutics has filed with the ITA an application for a ruling (the "Withholding Tax Ruling") that either (i) exempts United Therapeutics, the paying agent, the Surviving Company and their respective agents from any obligation to withhold Israeli tax from any consideration payable pursuant to the Merger Agreement, including the Per Share Merger Consideration or (ii) clearly instructs United Therapeutics, the paying agent, the Surviving Company and their respective agents on how such withholding is to be executed, and in particular, with respect to holders of Company shares, options, restricted share units and warrants (other than 102 Shares, 102 Company Options and 3(i) Company Options, each as defined in the Merger Agreement) that are non-Israeli residents (as defined in the Israeli Tax Ordinance) and "Israeli residents" (as defined in the Israeli Tax Ordinance), the rate or rates of tax withholding to be applied and how identify such non-Israeli residents.

        See "The Agreement and Plan of Merger—Efforts to Obtain Regulatory Approvals and Tax Ruling" beginning on page 85 for a more detailed discussion.

CVR Agreement

        The CVRs will be governed by the terms of the CVR Agreement, which will be entered into at or prior to the Effective Time by United Therapeutics and a rights agent mutually agreeable to United Therapeutics and the Company (the "Rights Agent").

        An amount of $2.63 in cash per CVR, without interest and less any applicable withholding taxes, will be paid if within five years of the Effective Time, and following receipt of the first approval by the U.S. Food and Drug Administration (the "FDA") of a "New Drug Application" (as defined in the CVR Agreement) for the Trevyent® product combining the Company's PatchPump® delivery device with treprostinil for treatment of pulmonary arterial hypertension (the "Product"), a total of 3,000 "Initial Treatment Visits" (as defined in "The Contingent Value Rights Agreement—Milestone" beginning on page 94, have occurred in the United States (the "Milestone").

        If the Milestone is not achieved on or prior to the fifth (5th) anniversary of the Effective Time, no payments will be made in respect of the CVRs.

        The CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any holder. The CVRs will not represent any equity or ownership interest in United Therapeutics or in any constituent company to the Transaction or any of their respective affiliates.

        The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, except in the limited circumstances specified in the CVR agreement.

        A copy of the form of CVR agreement is attached as Annex B to this proxy statement. See "The Contingent Value Rights Agreement" beginning on page 94 for a more detailed description of the CVRs and the CVR Agreement.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents incorporated by reference in this proxy statement, contain forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act")) concerning SteadyMed, United Therapeutics, the Transaction and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of SteadyMed, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

        The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in SteadyMed's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See "Where You Can Find More Information" beginning on page 110. Many of the factors that will determine the Company's future results are beyond its ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. We cannot guarantee any future results, levels of activity, performance

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or achievements. The statements made in this proxy statement represent the Company's views as of the date of this proxy statement, and you should not assume that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE EXTRAORDINARY GENERAL MEETING

Date, Time and Place of the Meeting

        The Meeting will be held at the offices of SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, at 2:00 pm local time on July 30, 2018.

Purpose of the Meeting

        The purpose of the Meeting is to consider and vote upon the Merger Proposal, the Golden Parachute Payments Proposal and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. The Company's board of directors (the "Board") recommends that its shareholders vote "FOR" the approval of the Merger Proposal and the Golden Parachute Payments Proposal.

Persons Entitled to Vote; Quorum; Vote Required

        The record date for determining the shareholders who are entitled to vote at the Meeting is June 21, 2018.

        The presence, in person or by proxy, at the Meeting of two or more shareholders holding not less than one-quarter of the outstanding Company ordinary shares held by all shareholders of record as of June 21, 2018 will constitute a quorum, which is necessary to hold, and transact business at, the Meeting. Abstentions are counted in determining whether a quorum is present, but will not be counted in connection with the vote for the Merger Proposal or the Golden Parachute Payments Proposal.

        The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on a given Proposal is necessary for the approval of such Proposal. In addition with respect to the vote required to approve the Merger Proposal, (i) abstentions and votes of Company shares held by Merger Sub, Parent (or any other person who holds 25% or more of the means of control of Merger Sub), or anyone on their behalf (including relatives or corporations controlled by such persons) will be excluded, and (ii) one of the following requirements must be met: (a) the Company shares that are voted in favor of the Merger Proposal, excluding abstentions, must include at least a majority of the votes of shareholders who do not have a "Personal Interest" (as defined in the following paragraph) in the Merger Proposal, or (b) the total number of Company shares held by the shareholders described in clause (a) above that are voted against the Merger Proposal does not exceed two percent of the aggregate voting rights in the Company. The vote of any shareholder who does not state whether his, her or its Company shares are held by any person or entity who holds 25% or more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons), by appropriate indication on his, her or its proxy card or voting instruction card, will not be counted with respect to the Merger Proposal.

        Under the ICL, "Personal Interest" means a personal interest of a person or entity in an act or transaction of a company, including: (i) a personal interest of that person's relative (which includes for these purposes a person's spouse, sibling, parent or parent's parent, offspring and any sibling or parent of such person's spouse, or the spouse of any of the foregoing persons); or (ii) a personal interest of another person or entity in which that person or his or her relative holds 5% or more of such entity's issued shares or voting rights, has the right to appoint a director or the chief executive officer of such entity, or serves as director or chief executive officer of such entity, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; provided that a personal interest resulting merely from holding the Company's shares will not be deemed a Personal Interest for purposes of the ICL.

        If you do not state whether you have a Personal Interest in the Merger Proposal by appropriate indication on your proxy card or voting instruction card, you will be deemed to have a Personal Interest

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for the purpose of the required vote detailed above and your vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained. You must affirmatively state that you do not have a Personal Interest in the Merger Proposal for your vote to be counted for purposes of determining whether the Special Merger Approval has been obtained. Further, if you do not state whether your Company shares are held by Merger Sub, Parent (or any other person who holds 25% or more of the means of control of Merger Sub), or anyone on their behalf (including relatives or corporations controlled by such persons) by appropriate indication on your proxy card or voting instruction card, your vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained.

        As of June 21, 2018, there were 26,625,136 outstanding Company ordinary shares. We believe shareholders holding at least approximately 67.3% of the Company's ordinary shares as of April 29, 2018 may have a Personal Interest in the Merger Proposal, including each of our directors, executive officers and shareholders that holds warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated July 29, 2016 (the "2016 Warrants") or warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated April 20, 2017 (the "2017 Warrants" and, together with the 2016 Warrants, the "Warrants").

Proxies and Voting Procedures

        If you are a shareholder, you can vote your ordinary shares by completing and returning a proxy card, pursuant to the instructions provided or by completing an electronic proxy card at www.cstproxyvote.com, which when properly executed and received by us, will be voted at the Meeting in accordance with your instructions set forth in the proxy card. If you hold your ordinary shares in "street name," please vote in accordance with the instructions provided by your broker, bank or other nominee. "Street name" holders, or beneficial owners holding through a broker, bank or other nominee, may also be able to vote by telephone or by internet, in accordance with instructions provided by their broker, bank or other nominee. All shares entitled to vote and represented by properly completed proxies received prior to the Meeting and not revoked will be voted at the Meeting in accordance with the instructions provided with respect to such shares. If you are a shareholder of record and you return a signed proxy card without indicating how your shares should be voted on a matter and do not revoke your proxy, the shares represented by your proxy will be voted as the Board recommends, and therefore, "FOR" the approval of the Merger Proposal and the Golden Parachutes Payments Proposal.

        If you do not state whether you have a Personal Interest in the Merger Proposal by appropriate indication on your proxy card or voting instruction card, you will be deemed to have a Personal Interest for the purpose of the required vote detailed above and your vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained. You must affirmatively state that you do not have a Personal Interest in the Merger Proposal for your vote to be counted for purposes of determining whether the Special Merger Approval has been obtained. Further, if you do not state whether your Company shares are held by any person or entity who holds 25% or more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons) by appropriate indication on your proxy card or voting instruction card, your vote will not be counted with respect to the Merger Proposal.

        Any shareholder entitled to vote at the Meeting has the right to revoke his or her proxy at any time prior to voting at the Meeting by (i) submitting a subsequently dated proxy, which, if not delivered in person at the Meeting, must be received by us no later than two hours before the appointed time of the Meeting or (ii) by attending the Meeting and voting in person. Attendance at the Meeting will not, by itself, revoke your proxy; you must vote in person at the Meeting in order to revoke or change your vote. If you hold shares in "street name" through a broker, bank or other nominee and would like to change your voting instructions, you should follow the directions provided by your broker, bank or

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other nominee. Most organizations provide means by which "street name" holders may vote by telephone or by internet, as well as by signing and returning voting instructions.

        If the Meeting is postponed or adjourned, your proxy will remain valid and may be voted at the postponed or adjourned meeting. You still will be able to revoke your proxy either (i) more than two hours prior to the postponed or adjourned meeting by delivering a properly executed proxy to the Company or (ii) at the postponed or adjourned meeting by voting in person.

        If you hold certificated shares, please do not send in your share certificates with your proxy card. Shareholders will be notified of the procedures to submit share certificates after the Transaction is consummated.

Mailing of Proxy Statement

        This proxy statement, including the notice of extraordinary general meeting, was first mailed to shareholders on or about June 25, 2018. After we first made this proxy statement, including the notice, and other soliciting materials available to shareholders, copies were supplied to brokers, banks and other nominees to be provided to "street name" holders for the purpose of soliciting proxies from those holders.

Registered Office

        The mailing address of our registered office is SteadyMed, Inc., c/o SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, Attention: Corporate Secretary.

Abstentions and Broker Non-Votes

        If a shareholder abstains from voting, or if brokers, banks or other nominees holding their customers' shares of record cause abstentions to be recorded, those shares are considered present and entitled to be voted at the Meeting, and, therefore, are considered for purposes of determining whether a quorum is present. Abstentions will not be counted in connection with the vote for the Merger Proposal or the Golden Parachute Payments Proposal.

        Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." A "broker non-vote" is treated as neither being present nor entitled to vote on the relevant Proposal and, therefore, is not counted for purposes of determining whether a quorum is present or a Proposal has been approved. Both the Merger Proposal and Golden Parachutes Payments Proposal are considered "non-routine" matters, and if you are a "street name" holder, your broker will not have the authority to vote your shares for or against any such Proposal without your instruction.

Adjournments

        Should no quorum be present one hour after the time scheduled for the Meeting, the Meeting will be adjourned to the same day for one week later and will be held at the same place and time on August 6, 2018, or to such day and at such time and place as the Board may determine. At such adjourned meeting, the presence, in person or by proxy, of any shareholder as of record as of June 21, 2018 will constitute a quorum.

Cost of Proxy Distribution and Solicitation

        We will pay the expenses of the solicitation of proxies from our shareholders. Proxies may be solicited on our behalf in person or by mail, telephone, e-mail, facsimile or other electronic means by our directors, officers or employees, who will receive no additional compensation for soliciting. In accordance with the regulations of the SEC and Nasdaq Market rules, we will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our shares.

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PARTIES TO THE TRANSACTION

SteadyMed Ltd.

        SteadyMed is a specialty pharmaceutical company focused on the development and commercialization of therapeutic product candidates that address the limitations of market-leading products for certain orphan indications and in other well-defined, high-margin specialty markets. Our primary focus is to obtain approval for the sale of Trevyent®, our lead product candidate for the treatment of PAH in the United States. We also have two other product candidates, for the treatment of post-surgical and acute pain in the home setting, referred to as our At Home Patient Analgesia, or AHPA, products that are at an earlier stage of development. Our product candidates are enabled by our proprietary PatchPump, which is a discreet, water-resistant and disposable drug administration technology that is aseptically pre-filled with liquid drug at the site of manufacture and pre-programmed to deliver an accurate, steady flow of drug to a patient, either subcutaneously or intravenously.

        SteadyMed was founded in Israel in 2005. We have two subsidiaries. SteadyMed Therapeutics, Inc., a wholly-owned subsidiary of SteadyMed, was incorporated in Delaware in 2011 and SteadyMed U.S. Holdings Inc., a wholly-owned subsidiary of SteadyMed Therapeutics, Inc., was incorporated in Delaware in 2014. We are domiciled in Rehovot, Israel, with principal executive offices located at 2603 Camino Ramon, Suite 350, San Ramon, CA 94583. Our telephone number is (925) 272-4999 and its website address is http://www.steadymed.com. The information contained in, or that can be accessed through, our website is not incorporated by reference into or otherwise part of this proxy statement.

United Therapeutics Corporation

        United Therapeutics is a biotechnology company focused on the development and commercialization of innovative products to address the unmet medical needs of patients with chronic and life-threatening conditions. United Therapeutics markets and sells four commercial therapies in the United States to treat PAH: Remodulin® (treprostinil) Injection ("Remodulin"); Tyvaso® (treprostinil) Inhalation Solution; Orenitram® (treprostinil) Extended-Release Tablets; and Adcirca® (tadalafil) Tablets. United Therapeutics also markets and sells an oncology product in the United States, Unituxin® (dinutuximab) Injection, which is approved for treatment of high-risk neuroblastoma. Outside the United States, United Therapeutics' only significant revenues are derived from the sale of Remodulin, which is approved in Europe and various other countries. United Therapeutics is also engaged in research and development of new indications, formulations and delivery devices for our existing products, as well as new products to treat PAH and other conditions. Finally, United Therapeutics is engaged in early-stage research and development of a number of organ transplantation-related technologies.

        United Therapeutics' principal executive offices are located at 1040 Spring Street, Silver Spring, Maryland 20910 and at 55 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709. Its telephone number is (301) 608-9292 and its website is www.unither.com. Information on United Therapeutics' website is not incorporated by reference into or otherwise part of this proxy statement.

Merger Sub

        Merger Sub was organized under the laws of the State of Israel on March 26, 2018 and is an indirect wholly-owned subsidiary of United Therapeutics. Merger Sub was formed solely for the purpose of completing the Transaction. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transaction.

        The registered offices of Merger Sub are located at 4 Weizmann Street, Tel Aviv, Israel. Its telephone number is (301) 608-9292.

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THE TRANSACTION

        The following is a description of the material aspects of the "Transaction" (as defined in "Summary—The Meeting—Purpose" beginning on page 12). While we believe that the following description covers the material terms of the Transaction, the description may not contain all of the information that is important to you.

        We encourage you to read carefully this entire proxy statement, including the Merger Agreement, the form of CVR Agreement and form of Warrant Amendment which are attached as Annex A, Annex B, and Annex C, respectively, to this proxy statement, for a more complete understanding of the Transaction.

Background of the Transaction

        The terms of the Merger Agreement are the result of extensive arm's-length negotiations between the management teams and representatives of SteadyMed and United Therapeutics. Negotiations on behalf of SteadyMed by its management and advisors were conducted under the guidance of the SteadyMed Board of Directors, also referred to herein as "our Board." The following chronology summarizes the key meetings and events that led to signing of the Merger Agreement. This chronology does not purport to catalogue every conversation among the members of the Board or between the representatives of SteadyMed and United Therapeutics or other parties.

        The Board and senior management periodically review our long-term strategy of commercializing Trevyent™ ("Trevyent" or the "product"), our development-stage drug-device combination product that combines SteadyMed's PatchPump technology with treprostinil, a vasodilatory prostacvclin analogue to treat Pulmonary Arterial Hypertension ("PAH"). As a part of this process we discuss the risks, challenges, opportunities, threats, timelines and the capital requirements to operate on a stand-alone basis and to launch the product with a SteadyMed commercial infrastructure, as well as strategic alternatives that may increase shareholder value. From time to time over the years, our senior management has engaged in discussions with third parties (including United Therapeutics), particularly pharmaceutical companies that have the commercial infrastructure, revenue and capability to bring Trevyent to the PAH market, regarding the possibility of pursuing various strategic transactions that have the potential to increase shareholder value.

        In October 2015, SteadyMed filed a petition with the Patent Trial and Appeal Board (the "PTAB") of the United States Patent and Trademark Office (the "USPTO") seeking inter partes review of U.S. patent no. 8,497,393 (the "'393 Patent") granted to United Therapeutics (the "IPR"). The '393 Patent relates to a process to synthesize treprostinil, the active pharmaceutical ingredient used in United Therapeutics' drug Remodulin and SteadyMed's drug device combination product Trevyent. In its IPR petition, SteadyMed sought to invalidate all of the claims of the '393 Patent.

        Between March and May 2016, SteadyMed engaged in preliminary discussions with representatives of a pharmaceutical company with a US commercial infrastructure and a program for branded specialty pharmaceutical products (referred to as "Company A") and separately, with representatives of a large global biopharmaceutical company with a strong commercial presence in the field of PAH (referred to as "Company B"), to explore the possibility of a potential strategic transaction between SteadyMed and either Company A or Company B.

        On April 8, 2016, the PTAB accepted SteadyMed's IPR petition and instituted IPR proceedings, which indicated that the PTAB had preliminarily agreed with SteadyMed's arguments concerning invalidity, and had initially found that there is a reasonable likelihood that SteadyMed would prevail in challenging the '393 Patent. In early May 2016 Mr. Andrew Fisher, United Therapeutics' Chief Strategy Officer and Deputy General Counsel, approached Mr. Jonathan Rigby, Chief Executive Officer of SteadyMed, to explore a potential settlement of the IPR dispute. A follow up call between them took

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place on May 5, 2016, at which time Mr. Rigby stated that he would discuss the matter with the Board, but noted that the Board may prefer to enter into discussions regarding United Therapeutics' potential acquisition of SteadyMed.

        On May 9, 2016, the Board held a telephonic meeting to discuss United Therapeutics' offer to settle the IPR and Company A's strategic interest in SteadyMed. After taking into consideration the advice of SteadyMed's IP counsel with respect to the merits of the IPR, the Board determined to reject United Therapeutics' settlement offer. The Board instructed Mr. Rigby to communicate this message to United Therapeutics and propose that the companies discuss United Therapeutics' potential acquisition of SteadyMed. The Board also instructed Mr. Rigby to arrange interviews with investment bankers who would serve as SteadyMed's financial advisor and run a process to evaluate potential strategic transactions with Company A or other parties in light of the interest from Company A. Mr. Rigby communicated the message to Mr. Fisher and the parties commenced negotiations of a confidentiality agreement in order to facilitate acquisition discussions. SteadyMed and United Therapeutics entered into a confidentiality agreement on June 3, 2016.

        On May 16, 2016, the Board interviewed and considered the engagement of three investment banks to serve as SteadyMed's financial advisor to run a process to evaluate potential offers and contact other potential buyers who may be interested in entering into a strategic transaction with SteadyMed. The Board engaged one of the bankers and requested senior management to negotiate an engagement letter for the Board's approval (such financial advisor was not involved in negotiations of the Merger Agreement) ("our previous financial advisor" or the "selected financial advisor").

        On June 3, 2016, Mr. Rigby and representatives of the selected financial advisor met with Mr. Fisher to discuss the synergies of Trevyent and United Therapeutics' PAH portfolio in connection with exploration of a potential strategic transaction. Thereafter, United Therapeutics commenced limited due diligence with respect to SteadyMed.

        On June 6, 2016, the Board held a telephonic meeting, during which the Board discussed and approved the engagement letter with the selected financial advisor, subject to incorporation of the Board's comments. In addition, at the meeting the selected financial advisor presented to the Board a list of potential buyers that may be interested in a strategic transaction with SteadyMed, including companies that are either active in the PAH market or specialty pharmaceutical companies with infrastructures capable of developing and commercializing Trevyent, including Company A, Company B and United Therapeutics. The Board instructed the selected financial advisor to approach the companies on the list in order to explore a potential strategic transaction with SteadyMed. On June 8, 2016, SteadyMed and the selected financial advisor entered into an engagement letter in accordance with the Board's instructions and approval.

        During the month of June 2016, our management and/or our then financial advisor approached six additional potential bidders (in addition to United Therapeutics and Company A), including Company B, as instructed by the Board. All such companies, including Company B, responded that they were not interested in pursuing a transaction with SteadyMed at that time.

        On July 1, 2016, the Board held a telephonic meeting during which our then financial advisor updated the Board on the status of the discussions with each of the potential bidders. The Board instructed management and our then financial advisor to continue engaging in discussion with Company A and United Therapeutics and provide these companies with access to SteadyMed diligence materials for such purpose.

        On July 5, 2016, Mr. Rigby met with the chief executive officer of Company A at Company A's office to continue discussing a potential strategic transaction and resulting potential synergies. The Chief Executive Officer of Company A informed Mr. Rigby that Company A was likely to make an offer to acquire SteadyMed. Company A continued to conduct diligence following the meeting.

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        On July 7, 2016, our then financial advisor sent a process letter to United Therapeutics and Company A inviting them to make a written offer to acquire SteadyMed.

        On July 18, 2016, Mr. Fisher informed Mr. Rigby that United Therapeutics would not provide a written proposal to acquire SteadyMed, but made a verbal offer to acquire SteadyMed at an acquisition price reflecting a 20% premium to SteadyMed's thirty-day trailing market price at that time. Mr. Rigby stated that he thought the offer was too low and that it would not meet the Board's expectations, particularly in light of the significant level of interest in the Company from other parties.

        On July 21, 2016, the Board held a telephonic meeting to discuss United Therapeutics' verbal offer. Following receipt of input from our then financial advisor, the Board determined that it was not in the best interest of the shareholders to accept the offer and instructed Mr. Rigby not to accept this offer.

        On July 29, 2016, SteadyMed announced that it had raised $32 million in a private placement from existing investors and a new investor, OrbiMed. Also on that day, a representative of Company A informed Mr. Rigby that Company A intended to make a written offer to acquire SteadyMed and asked whether SteadyMed was still interested in a strategic transaction in light of the new capital raise. Mr. Rigby responded that the capital raise did not affect the Board's willingness to consider any strategic transaction that would be in the shareholders' best interest.

        On August 2, 2016, Company A provided a non-binding letter of intent to acquire all of the outstanding equity interests of SteadyMed for consideration of $90 million at closing plus the following contingent consideration upon the achievement of the following milestones: $50 million following approval of Trevyent by the U.S. Food and Drug Administration (the "FDA") in the U.S. prior to January 1, 2018 with Orphan Drug exclusivity; $20 million following the first calendar year in which U.S. net sales of Trevyent equal at least $100 million; $35 million following the first calendar year in which U.S. net sales of Trevyent equal at least $250 million and $50 million following the first calendar year in which U.S. net sales of Trevyent equal at least $400 million.

        On August 8, 2016, during a regularly scheduled Board meeting, the Board discussed Company A's offer, with representatives of our then financial advisor present. At the meeting our then financial advisor presented the terms of the proposal from Company A to the Board and its preliminary financial analysis of the offer. Our then financial advisor also reported that all other potential bidders whom the Board previously approved as potential bidders had been contacted and all six indicated that they have no interest in pursuing a deal at this point. The Board instructed our then financial advisor to continue working on its financial analysis of Company A's offer and instructed management to continue diligence efforts and discussions with Company A.

        On August 15, 2016, the Board held a telephonic meeting with representatives of our then financial advisor and SteadyMed's counsel, Cooley LLP ("Cooley") present, to further discuss Company A's offer.

        During the month of August 2016, Company A continued its diligence efforts, including holding meetings with representatives of SteadyMed to discuss diligence matters and a potential transaction.

        On August 26, 2016, the Board held a telephonic meeting, which representatives of our then financial advisor and Cooley attended. At the meeting the Board further discussed Company A's offer and our then financial advisor presented its financial analysis of the terms of the offer. The Board instructed our then financial advisor to inform Company A that the Board expected a revised bid with a significantly higher upfront payment. The Board further instructed management and Cooley to prepare a draft merger agreement to provide to Company A.

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        On September 6, 2016, our then financial advisor sent a process letter to Company A requesting a final offer by 5:00 pm EST on September 30, 2016. The process letter included a draft of merger agreement and a request for comments to the merger agreement.

        On September 9, 2016, the Board held a telephonic meeting, with representative of our then financial advisor present, to discuss updates with respect to negotiations with Company A of its offer. The Board reiterated its instruction to continue to negotiate a deal with Company A and to convey to Company A the Board's expectation that the upfront payment should be significantly higher than the $90 million previously offered. Following the meeting, our then financial advisor conveyed the message to Company A.

        On September 28, 2016, a representative of Company A informed Mr. Rigby that Company A would not be making an offer to acquire SteadyMed in light of Company A's concerns regarding the timing of a potential Trevyent launch due to a number of unknown variables and Company A's other internal priorities.

        On October 4, 2016, the Board held a telephonic meeting, with our then financial advisor present, to discuss Company A's withdrawal. The Board acknowledged that patent infringement concerns, as well as technical, manufacturing and regulatory challenges may continue to potentially affect the timing of Trevyent's launch and therefore may be the main areas of concern and focus of potential acquirers.

        In light of Company A's withdrawal, we terminated the engagement with our then financial advisor on October 11, 2016; however, we continued to receive their advice during the six-month tail period under our engagement letter.

        On December 13, 2016, following a number of introductory conversations, Dr. Martine Rothblatt, the Chief Executive Officer of United Therapeutics, had a call with Dr. Ron Ginor, a member of the Board. Dr. Rothblatt made a non-binding preliminary verbal offer to acquire SteadyMed for an upfront payment of $50 million in cash, plus an additional contingent payment with the amount to be agreed, based on Trevyent capturing 25% of the continuously infused Remodulin market. Also, on that day, the Board held a telephonic meeting to discuss Dr. Rothblatt's verbal offer. The Board instructed Dr. Ginor to counter the offer with a proposed purchase price of at least $175 million in cash at closing, plus additional contingent consideration to be negotiated between the parties and to be payable when Trevyent captured 25% of the continuously infused Remodulin market, based on revenues. The proposed counteroffer was subsequently declined by United Therapeutics. During January 2017, Dr. Ginor and Dr. Rothblatt continued to discuss a potential transaction with purchase price consideration payable at closing plus contingent consideration based on Trevyent's market share.

        At the beginning of January 2017, a representative of a specialty pharmaceutical company (referred to as "Company C") contacted Mr. Rigby to explore potential synergies and a strategic transaction. The two met on January 10, 2017 at a conference in San Francisco and agreed to explore the opportunity further.

        On January 12, 2017, the Board held a telephonic meeting during which Mr. Rigby updated the Board on Company C's interest in a potential transaction. The Board instructed Mr. Rigby to continue discussions with Company C.

        During the second part of January 2017, Mr. Rigby held a number of conversations with the representative of Company C to explore a potential strategic transaction.

        In the beginning of February 2017, Mr. Rigby held a number of conversations with representatives of United Therapeutics to explore the possibility of resuming discussions with respect to a strategic transaction.

        During the first half of February 2017, Mr. Fisher made a verbal non-binding offer to Mr. Rigby for United Therapeutics to acquire SteadyMed for $100 million in cash. During a telephone call on

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February 15, 2017, Mr. Rigby indicated to Mr. Fisher that the Board was seeking $150 million in cash, plus contingent consideration payable pursuant to a contractual contingent value right to be issued to SteadyMed shareholders (a "CVR") linked to certain Trevyent regulatory and commercial milestones.

        On February 17, 2017, Mr. Rigby and other representatives of SteadyMed had a call with representatives of Company C, including its Chief Executive Officer, to discuss the regulatory roadmap for Trevyent and potential synergies with Company C. Also, on that day, Mr. Fisher spoke with Mr. Rigby and proposed that United Therapeutics would acquire SteadyMed for $125 million in cash, with no contingent consideration or earn-out.

        Several days later, during a call with Mr. Rigby, Mr. Fisher conveyed United Therapeutics' non-binding offer to acquire SteadyMed for $125 million in cash payable at closing, plus an amount equal to SteadyMed's cash on hand, plus a $75 million earn-out tied to the development or divestment of SteadyMed's two at home patient analgesia ("AHPA") products: ketorolac PatchPump and Bupivacaine PatchPump. Mr. Fisher noted that United Therapeutics would have the right to determine whether to develop the AHPA products with the goal of obtaining regulatory approval of, and commercializing, the products since both products are at the pre-Investigational New Drug application stage of development and many years away from regulatory approval and launch. In the event United Therapeutics elected not to develop the AHPA products, Mr. Fisher proposed that contingent consideration of up to $75 million would be payable to SteadyMed shareholders, calculated based on the proceeds from the sale or outlicense of the AHPA pipeline products.

        On February 22, 2017, the Board held a telephonic meeting, with members of our prior financial advisor present, to discuss the interest in the transactions under discussion with each of Company C and United Therapeutics. The Board instructed management to continue discussions with both parties and seek the advice of our previous financial advisor regarding potential transactions with such parties. The Board further instructed our previous financial advisor to prepare a financial analysis of United Therapeutics' offer. The Board expressed its concerns that United Therapeutics would never develop the AHPA portfolio because the products have no commercial overlap with United Therapeutics' core business. The Board instructed our financial advisor and management to develop a counterproposal that would have a larger upfront payment and a smaller amount of contingent consideration.

        On February 23, 2017, Mr. Rigby informed Mr. Fisher that the Board was skeptical of United Therapeutics' intent to develop the AHPA products and sought assurance with respect thereto. Mr. Rigby further noted that the Board desired a higher upfront payment.

        On March 1, 2017, the Board held a telephonic meeting with our previous financial advisor present, to discuss the most recent proposal from United Therapeutics. The Board reiterated its request for a higher upfront payment in the range of $150 million. The Board further instructed our previous financial advisor to continue their financial analysis of the United Therapeutics proposal.

        On March 2, 2017, Mr. Rigby spoke with Mr. Fisher and reiterated the Board's concerns about the contingent consideration and the Board's desire for a higher upfront payment in the range of $150 million. Mr. Fisher indicated that SteadyMed should assume United Therapeutics' last offer (communicated on February 20, 2017) was its best offer. Mr. Rigby presented a counterproposal, as instructed by the Board, of a $125 million upfront cash payment, plus $50 million in shares of United Therapeutics stock plus $75 million payable pursuant to CVRs. Mr. Fisher stated that he would discuss SteadyMed's offer with United Therapeutics management, but repeated that Mr. Rigby should assume that United Therapeutics' last offer was their best offer.

        On March 7, 2017, Mr. Fisher confirmed to Mr. Rigby via email that United Therapeutics previous offer was United Therapeutics' best offer.

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        On March 9, 2017, we engaged Wedbush Securities Inc. ("Wedbush") at the instruction of the Board as our strategic advisor in connection with a potential strategic transaction and to make introductions to potential bidders.

        On March 15, 2017, the Board held a meeting, with representative of previous financial advisor present for a portion of the meeting. Our previous financial advisor presented to the Board a preliminary financial analysis of United Therapeutics' offer including valuation considerations, an overview of the proposed CVR and a transaction timeline. Our previous financial advisor also discussed potential business challenges, an analysis of our cash runway and various financial scenarios should the Board elect not to accept United Therapeutics' offer and continue operating SteadyMed on a stand-alone basis, assuming that the IPR ruling would be in SteadyMed's favor and the Trevyent New Drug Application ("NDA") would be submitted later in 2017 and accepted for review by the FDA. After considering all factors and alternatives, the Board instructed management to tell United Therapeutics that the offer was not acceptable and to work on a deal that would provide greater value to SteadyMed's shareholders.

        On March 20, 2017, Mr. Rigby conveyed the Board's message to Mr. Fisher and proposed a counter offer of $150 million upfront payment, and contingent consideration of $50 million. Later that day, Mr. Fisher emailed Mr. Rigby indicating that United Therapeutics' February 20, 2017 offer was still United Therapeutics' final offer.

        Also, on March 20, 2017, a representative of a publicly traded specialty pharmaceutical company (referred to as "Company D") contacted Mr. Rigby to explore a potential strategic transaction between the companies.

        Also on March 20, 2017, a representative of Company A contacted Mr. Rigby and expressed Company A's interest in resuming discussions of a strategic transaction.

        On March 21, 2017, the Board held a telephonic meeting, with our previous financial advisor present, to discuss the interest from Company A and Company D in a transaction. The Board instructed management to engage in discussions with all three parties: United Therapeutics, Company A and Company D.

        On March 22, 2017, Mr. Rigby informed Mr. Fisher that SteadyMed was willing to move forward with negotiations regarding United Therapeutics final offer of $125 million of cash, plus SteadyMed's cash on hand, plus earn-out consideration of up to $75 million tied to the development or divestment of the AHPA products. Subsequently, on March 23, 2017, United Therapeutics commenced diligence efforts.

        During the remainder of March 2017, our previous financial advisor and management held a number of calls and meetings with representatives of Company A and, separately, with representatives of Company D, to provide diligence materials and explore a possible strategic transaction.

        On March 29, 2017, Mr. Rigby and a representative of our previous financial advisor met with Mr. Fisher in his office in Washington, D.C., to discuss the terms of the earn-out. During the meeting Mr. Rigby reiterated the Board's concern regarding United Therapeutics' intent to develop the AHPA products and the related realization of the earn-out and requested that United Therapeutics make a proposal with respect to the earn-out in a letter of intent.

        On March 30, 2017, United Therapeutics sent Mr. Rigby a draft of a non-binding letter in which United Therapeutics offered to acquire all of the outstanding shares of SteadyMed and cash out all of the Company's outstanding options and warrants for an aggregate purchase price of up to $200 million. $125,000,000 of the purchase price would be payable in cash at closing and up to $75,000,000 would be payable post-closing pursuant to a CVR, contingent on the Company achieving certain developmental and commercialization milestones related to its AHPA products, or the disposal of the AHPA products. In addition, United Therapeutics proposed that, prior to the closing, the Company would dividend to

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its shareholders all cash of the Company (except for a minimum amount necessary for working capital purposes). The proposal also provided that United Therapeutics would be required to use its commercially reasonable efforts to achieve certain milestones relating to the AHPA products, based upon an agreed upon level of spending over a specified period of time. Alternatively, if United Therapeutics determined to dispose of the AHPA products, it would be required to dedicate appropriate resources in an effort to monetize the AHPA products and any milestone payment amounts earned as a result of the disposal of the AHPA products would be payable to the SteadyMed shareholders.

        On March 31, 2017, the Company was informed by the USPTO that it had ruled in SteadyMed's favor in the IPR to invalidate the '393 Patent owned by United Therapeutics. SteadyMed issued a press release regarding the USPTO's decision. Following the announcement, SteadyMed's stock price increased by approximately 90% (resulting in an increase in SteadyMed's market capitalization from approximately $79 million the day before the announcement to approximately $151 million over the days following the announcement).

        On March 31, 2017, the Board held a telephonic meeting, to discuss the news regarding the IPR as well as strategic alternatives and the process with United Therapeutics and the other potential bidders. The Board instructed our then financial advisor and management to inform all potential bidders that their bids would need to consider the substantial increase in SteadyMed's market capitalization as a result of the IPR outcome.

        On April 3, 2017, Mr. Rigby conveyed this message to Mr. Fisher and informed him that United Therapeutics' bid was not acceptable and should be at a premium to SteadyMed's current market capitalization. Mr. Fisher stated that United Therapeutics would not be in a position to increase its bid as requested, and the parties agreed to end their current negotiations.

        On April 4, 2017, a representative of Company C and Mr. Rigby discussed diligence and process for next steps in connection with exploring a strategic transaction.

        On April 17, 2017, Company D made a verbal non-binding offer to Mr. Rigby under which Company D would pay SteadyMed between $10 million and $20 million in cash to secure the right to acquire SteadyMed at a later date after FDA approval of Trevyent at a price to be agreed by the parties in the future.

        On April 19, 2017, a representative of Company B reached out to Mr. Rigby to see if SteadyMed was interested in resuming discussions with Company B, noting that internal reasons may require Company B to proceed slowly.

        On April 24, 2017, a representative of Company A informed Mr. Rigby that Company A was not able to increase the price it offered in August 2016 to take into account SteadyMed's increased market capitalization and therefore, Company A would no longer pursue a strategic transaction with SteadyMed.

        On April 25, 2017, a representative of a global branded and generics pharmaceutical company (referred to as "Company E"), contacted Mr. Rigby and indicated their desire to meet the SteadyMed team for an introductory discussion and to explore areas of potential mutual collaboration.

        On May 1, 2017, Dr. Rothblatt and Mr. Rigby discussed a potential transaction between SteadyMed and United Therapeutics. Mr. Rigby indicated to Dr. Rothblatt that, in light of SteadyMed's current stock price, the Board believed that a transaction at the price that United Therapeutics previously proposed was no longer in the best interests of SteadyMed's shareholders, but that SteadyMed was willing to pursue another form of transaction or collaboration with United Therapeutics.

        On May 9, 2017, Dr. Rothblatt contacted Mr. Rigby and offered to enter into a collaboration agreement under which United Therapeutics would have the right to sell Trevyent and United

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Therapeutics would pay SteadyMed a 15% royalty, while SteadyMed would continue to have rights to sell the product independently. In addition, United Therapeutics would supply Remodulin (treprostinil) to SteadyMed for use in Trevyent at a 15% discount (to the reimbursement price).

        On May 10, 2017, the Board held a telephonic meeting to discuss the proposals from United Therapeutics and the expression of interest from Company D, and for management to update the Board on communications with Company E. The Board decided that the modest upfront payment proposed by Company D in exchange for the ability to lock-up the right to acquire SteadyMed, would not increase shareholder value and was not acceptable. The Board further decided that the 15% royalty on Trevyent sales proposed by United Therapeutics was not adequate. The Board instructed management to continue discussions with Company E. Following the meeting, Mr. Rigby communicated the Board's decisions to Company D and United Therapeutics.

        On May 11, 2017, representatives of Company E and SteadyMed held an introductory call to discuss a potential strategic transaction. Also on that day, Mr. Rigby spoke with Mr. Fisher and declined Dr. Rothblatt's offer to enter into a collaboration agreement.

        On May 23, 2017, Company C informed Mr. Rigby that it would not pursue a transaction with SteadyMed in light of the increase in price of SteadyMed's ordinary shares, as well as Company C's concerns with respect to SteadyMed's ability to obtain required regulatory approvals.

        In the second half of May 2017, representatives of SteadyMed discussed with Company B the possibility of exploring a strategic transaction. On May 30, 2017 Company B informed SteadyMed that it was not in a position to pursue a transaction at that time.

        On June 30, 2017, SteadyMed submitted to the FDA an NDA for Trevyent.

        In June 2017, Company E engaged in diligence with respect to a potential strategic transaction with SteadyMed, which included calls and meetings with representatives of SteadyMed.

        During the month of July 2017, subsequent to submitting the NDA for Trevyent, Mr. Rigby contacted Company B to explore whether Company B would be interested in discussing a transaction in light of SteadyMed's NDA submission. Company B informed Mr. Rigby that they were not interested at that time in light of internal priorities.

        On July 25, 2017, Mr. Rigby reached out to Company D to inform Company D that its prior proposed structure was unacceptable and to reconsider a transaction structure more favorable to the SteadyMed Shareholders. Company D responded that it was not able to do so.

        On August 31, 2017, SteadyMed announced receipt of a Refusal to File letter from the FDA relating to its NDA for Trevyent (the "RTF letter"). Based on a preliminary review of the NDA, the FDA determined that the application was not sufficiently complete to permit a substantive review. The FDA requested further information on certain device specifications and performance testing and requested additional design verification and validation testing on the final, to-be-marketed Trevyent product. Following the announcement the trading price of the SteadyMed ordinary shares decreased by more than 30%.

        In response to the RTF letter, during the period from September through December, pursuant to the Board's instructions, SteadyMed implemented budgetary cuts and eliminated spending on commercial infrastructure, manufacturing scale up and commercial inventory such that SteadyMed only spent funds to the extent necessary to advance Trevyent's NDA resubmission.

        During the month of October 2017, Mr. Rigby had a number of conversations with representatives of Company A to explore the possibility of resuming discussions regarding a strategic transaction. During these conversations, Mr. Rigby provided representatives of Company A preliminary diligence information.

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        On November 28, 2017, Company A informed Mr. Rigby that it was not interested in moving forward with a transaction at that time due to other internal priorities. On the same day, we terminated Wedbush's engagement as no other viable acquisition options were in process.

        On December 6, 2017, during a regularly scheduled meeting of the Board, the Board discussed again the strategic alternatives available to SteadyMed, including: (i) continuing to operate on a stand-alone basis and work towards commercialization of Trevyent, (ii) licensing Trevyent to a company with infrastructure required to commercialize Trevyent, or (iii) selling or merging SteadyMed to or with a larger company with such commercial infrastructure. While discussing operating on a stand-alone basis, the Board also discussed priorities in light of the RTF letter and the fact that spending had been halted with respect to its commercial infrastructure, manufacturing scale up and manufacture of commercial inventory until at least after receipt of NDA approval. The Board discussed the challenges facing SteadyMed on a stand-alone basis including potential risks and challenges with respect to potential regulatory matters, patent infringement matters, operational challenges associated with launching Trevyent and financial challenges. The Board determined that these challenges and risks made the option of a merger or a sale of SteadyMed more attractive and that such option had the potential to increase shareholder value. The Board instructed senior management to maintain the previously implemented budgetary cuts. The Board further instructed senior management to explore a sale or a merger of SteadyMed in a manner that would enhance shareholders value.

        During the second part of December 2017, Mr. Rigby contacted Dr. Rothblatt, as well as representatives of Company C and Company E, to schedule meetings with them during a conference in January 2018 in San Francisco to discuss a potential transaction.

        On January 8, 2018, Mr. Rigby met with a representative of Company C, after which SteadyMed agreed to allow Company C to conduct preliminary diligence to assess their interest in a potential transaction.

        Also on January 8, 2018, representatives of SteadyMed's senior management met with representatives of Company E and followed up on January 9, 2018 with a presentation regarding Trevyent.

        On January 9, 2018, representatives of SteadyMed, including Mr. Rigby, met with representatives of United Therapeutics, including Dr. Rothblatt, Mr. Fisher and Mr. John Hess, Senior Vice President, Associate General Counsel of United Therapeutics. The parties discussed the possibility of resuming discussions regarding a potential transaction. Following the meeting, Dr. Rothblatt stated that United Therapeutics' previous offer remained open and suggested a meeting in New York with Mr. Rigby, to further discuss a strategic transaction.

        On January 15, 2018, Mr. Rigby and Dr. Rothblatt met in New York and discussed the current development stage of Trevyent and the status of the Trevyent regulatory approval process. Given United Therapeutics strength in the PAH space, resources and history of developing products, achieving regulatory approval and launching its products commercially, and the potential synergistic fit of Trevyent with United Therapeutics' portfolio, Dr. Rothblatt and Mr. Rigby agreed to engage in discussions regarding an acquisition based on terms similar to the terms discussed in February 2017. Mr. Rigby indicated the Board's concerns with respect to the earn-out and requested that the earn-out not be linked to the AHPA products. Mr. Rigby also proposed that the purchase price be increased; however, Dr. Rothblatt indicated that her understanding of their January 9, 2018 discussion was that the transaction would be negotiated on the same terms United Therapeutics offered in 2017. The parties agreed that Mr. Rigby and Mr. Fisher would discuss the terms of a potential deal.

        In a telephone conversation on January 18, 2018, Mr. Fisher reiterated to Mr. Rigby that the terms of the transaction would remain the same as discussed in February 2017, with a $125 million upfront payment and contingent consideration of $75 million based on certain milestones relating to the AHPA products. Mr. Rigby stated that SteadyMed would not accept contingent consideration based on the

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AHPA products and would require a larger upfront payment of $150 million, plus $25 million payable when and if the NDA for Trevyent is filed, plus $50 million payable when and if the NDA is approved. Mr. Rigby also stated SteadyMed would distribute its cash on hand to shareholders prior to closing of a potential merger. Mr. Fisher said he would discuss the proposal internally.

        In a telephone conversation held on January 22, 2018, Mr. Fisher informed Mr. Rigby that United Therapeutics was amenable to linking the $75 million contingent consideration to a Trevyent milestone rather than the AHPA products, but that United Therapeutics was not amenable to making an upfront payment greater than the $125 million previously proposed. Mr. Fisher proposed that the $75 million contingent consideration be paid upon 3,000 patients being treated with Trevyent.

        On January, 26, 2018, the Board held a telephonic meeting to discuss the recent updates in discussions with United Therapeutics, Company C and Company E. The Board instructed management to continue discussions with United Therapeutics, Company C and Company E. The Board further instructed Mr. Rigby to inform United Therapeutics that SteadyMed was willing to pursue a transaction with United Therapeutics, but that SteadyMed would require a $175 million upfront payment, as well as specificity and clarity with respect to the triggering event of the contingent consideration payable pursuant to a CVR.

        During a telephone conversation with Mr. Fisher on January 29, 2018, Mr. Rigby conveyed the Board's willingness for SteadyMed to pursue a transaction with United Therapeutics, and the Board's requirements regarding the terms of the transaction. Mr. Fisher responded that United Therapeutics was not willing to increase the upfront payment. Mr. Fisher further suggested that United Therapeutics conduct diligence while concurrently negotiating the transaction terms in order to reduce the timeline for any contemplated acquisition.

        On January 30, 2018, the Board held a telephonic meeting to discuss updates with respect to the negotiations of a strategic transaction. Mr. Rigby noted that United Therapeutics asked to commence diligence, while negotiating an anticipated letter of intent for a business combination. The Board discussed the evolution of the terms of the CVR, which was initially linked to late stage development milestones of the Company's AHPA products. Mr. Rigby reported that United Therapeutics agreed with the Board's request that the CVR be linked to Trevyent rather than the AHPA products. The Board instructed management to permit United Therapeutics to engage in full due diligence and to continue to negotiate the letter of intent in accordance with the guidance provided by the Board to increase the upfront payment by the amount of SteadyMed's cash on hand at closing.

        In a telephone conversation with Mr. Fisher on January 31, 2018 Mr. Rigby conveyed the Board's view that the upfront consideration should be increased by SteadyMed's cash on hand at closing. Mr. Fisher agreed to the request and proposed that the right to payment under the CVR would be earned once 3,000 patients had initiated therapy on Trevyent. The two agreed to continue to negotiate the terms based on these metrics and allow United Therapeutics access to diligence materials. Following this meeting, United Therapeutics commenced diligence, which included calls and meetings with the SteadyMed team and its legal advisor.

        On February 2, 2018, United Therapeutics sent SteadyMed a written non-binding letter of intent for the acquisition of SteadyMed by United Therapeutics through a reverse triangular merger (the "offer letter"). The offer letter provided for a consideration of up to $200 million, with $125 million payable at closing for all outstanding securities of SteadyMed, including options and warrants, and $75 million payable upon achieving a commercialization milestone of 3,000 patients in the U.S. using Trevyent following approval by the FDA. In addition, the shareholders of SteadyMed would be entitled to receive a post-closing payment equal to the cash and cash equivalents held by SteadyMed at closing less all debt and unpaid transaction expenses as of closing. United Therapeutics would use its commercially reasonable efforts to achieve the CVR milestone. All options to acquire SteadyMed shares would be terminated at the closing and the in-the-money options would be cashed out for the

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spread between the per share consideration payable with respect to an ordinary share of SteadyMed and the exercise price, and CVRs. Warrants would either be terminated at closing in return for a cash payment or exchanged for warrants to purchase United Therapeutics shares in accordance with the terms of such warrants. Also, on this date, the parties held a "kickoff call" with representatives of SteadyMed, Cooley, Wedbush, United Therapeutics and their counsel, Gibson, Dunn & Crutcher LLP ("Gibson Dunn"). Following this call, United Therapeutics circulated a due diligence request list to SteadyMed and expressed its desire to sign a definitive agreement by February 20, 2018.

        At a telephonic meeting of the Board on February 5, 2018, with a representative of Cooley present, the Board discussed the terms of the offer letter. The Cooley representative reviewed for the Board the terms of the offer letter and highlighted potential issues. Mr. David Nassif, our Chief Financial Officer and General Counsel, reviewed for the Board the rights of the holders of the warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated July 29, 2016 (the "2016 Warrants") and warrants to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated April 20, 2017 (the "2017 Warrants" and, together with the 2016 Warrants, the "Warrants") in case of a change of control and the terms of the Warrants that require such Warrants either be assumed by the acquirer or paid out at closing based on a Black-Scholes formula calculated as of closing. Mr. Nassif outlined the challenges that such a formula poses in connection with a potential strategic transaction because the formula is based, in part, on a 20-day trailing average closing price of SteadyMed's ordinary shares ending three trading days prior to closing of the proposed strategic transaction. The requirement to wait until closing to implement this formula makes it impossible for the parties to determine with certainty at the time any definitive merger agreement may be entered into, or at any time prior to closing, what portions of the upfront $125 million payment would be payable with respect to the Warrants, ordinary shares, options and restricted share units. Mr. Nassif further described to the Board a recent valuation of the Warrants that an outside advisor had performed at the Company's request, which valued the 2016 Warrants at $2.71 per underlying SteadyMed ordinary share and the 2017 Warrants at $2.33 per underlying SteadyMed ordinary share. Mr. Nassif further presented a summary of a preliminary analysis prepared by Wedbush of the proposed consideration in the offer letter.

        Mr. Rigby updated the Board on his attempts to reconnect with Company B and resume the discussions regarding a strategic transaction. The Board instructed Mr. Keith Bank, Chairman of the Board, and Mr. Rigby to negotiate specific terms of the offer letter with United Therapeutics, in accordance with the guidelines provided by the Board. The Board further instructed Mr. Rigby to continue his attempts to resume discussions with Company B.

        In a telephone conversation held on February 5, 2018, Mr. Rigby inquired whether Company B was interested in resuming discussions for a potential transaction. The representative of Company B replied that they would consider whether to engage in discussions regarding a potential transaction internally and get back to him.

        In a telephone conversation held on February 6, 2018 between Messrs. Bank, Rigby and Fisher, Mr. Bank asked to add the following four terms to the offer letter: (i) that the potential non-PAH related uses of SteadyMed's PatchPump system would be carved out and transferred to a new company to the benefit of the shareholders of SteadyMed; (ii) specific post-closing covenants of United Therapeutics (in excess of the proposed "commercially reasonable efforts") to achieve the Trevyent commercialization milestone; (iii) to provide assurances that the deal terms will not change once they are announced and (iv) to add a breakup fee that would be payable to SteadyMed, if United Therapeutics abandoned the transaction after the merger agreement is signed. Mr. Fisher took note of the requests and agreed to revert later.

        Later that day, Mr. Fisher responded to Mr. Bank's requests. He rejected the first request to carve out the potential non-PAH related uses of the SteadyMed pump system. In response to the second request, Mr. Fisher indicated that United Therapeutics was not likely to agree to anything more than

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"commercially reasonable efforts" to meet the Trevyent commercialization milestone in light of United Therapeutics' need for flexibility in its operations post-closing, but United Therapeutics was willing to review SteadyMed's proposed language. With respect to the third request, Mr. Fisher explained that United Therapeutics would be legally bound by the merger agreement once it is executed and therefore the terms would not change without mutual consent. He rejected the fourth request for a break-up fee since United Therapeutics did not expect to include a closing condition with respect to financing the merger consideration.

        On February 5, 2018, Mr. Rigby spoke with a representative from Company B regarding their prior interest in SteadyMed and its Trevyent product. The representative stated that he would discuss the matter with his colleagues.

        On February 7, 2018, United Therapeutics' counsel, Gibson Dunn sent SteadyMed and Cooley a draft merger agreement and on February 8, 2018, a draft contingent value rights agreement ("CVR Agreement").

        In a February 8, 2018 telephone conversation between representatives of SteadyMed and United Therapeutics, United Therapeutics indicated, based on its review of the terms of the Warrants, that United Therapeutics was not willing to proceed with the proposed transaction unless the Warrants were amended to terminate at closing in exchange for a cash payment.

        On February 8, 2018, a representative of Company C informed Mr. Rigby that Company C would have to perform certain diligence to assess Company C's interest in pursuing a strategic transaction. Mr. Rigby agreed and Company C was provided with access to the data room and a diligence call was arranged.

        At a telephonic meeting of the Board held on February 8, 2018, with representatives of Wedbush and Cooley present, management updated the Board on the process for a strategic transaction, including United Therapeutics' positions with respect to the Board's requests. The Board instructed management to continue to negotiate the transaction terms with respect to two items: (i) the separation of the Trevyent milestone into separate regulatory and commercial milestones and (ii) United Therapeutics' post-closing activities to achieve the Trevyent milestone.

        On February 20, 2018, the Board held a telephonic meeting, with representatives of Wedbush present. During the meeting the Board received an update as to the status of the strategic process and discussed again the strategic alternatives available to SteadyMed, including operating on a stand-alone basis and the associated path to launching Trevyent. In its discussions, the Board noted the potential challenges that SteadyMed may face if it were to continue to operate on a stand-alone basis, including the following factors among others: the adverse effects and significant delays caused by the RTF Letter from the FDA in August 2017; the regulatory, manufacturing and commercialization risks; the risks that the FDA could impose a 30 month stay during which it would not be able to approve a Trevyent NDA if United Therapeutics files a lawsuit for alleged infringement of its Orange Book listed patents following the acceptance of the Trevyent NDA for review; and challenges that SteadyMed may face in order to launch Trevyent successfully, including changes in the competitive environment, the Company's ongoing need for capital and the potential challenges in obtaining sufficient capital.

        During the meeting, Mr. Rigby updated the Board on his conversations with, and diligence requests from, Company C. Representatives of Wedbush presented their preliminary financial analysis of the consideration proposed to be paid by United Therapeutics. The Wedbush representative indicated that while additional work was needed to complete their analysis, based on the limited information available, Wedbush's preliminary view was that the consideration offered appeared to be fair based solely on a comparison to acquisition premiums paid for other similar life science companies. Representatives of Wedbush reviewed with the Board a preliminary discounted cash flow analysis of SteadyMed on a stand-alone basis using three sets of projections provided by SteadyMed management: the base model as approved by the Board in December, 2017, which assumed Trevyent would be

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launched in the first quarter of 2020, and two variations: one that accelerated the launch of Trevyent to the fourth quarter of 2019 and one that delayed the launch of Trevyent by 6 months to the third quarter of 2020. They noted that each scenario prepared by SteadyMed management required substantial additional capital. The Board instructed Wedbush to continue working on its financial analysis using the three sets of projections. In light of the potential challenges that SteadyMed may face in its operations on a stand-alone basis the Board also instructed management to continue to negotiate and to pursue a strategic transaction with United Therapeutics, Company B and Company C.

        In addition, the Board discussed United Therapeutics' request to seek amendments to the Warrants providing for the termination and cash-out of all Warrants at closing. The Board discussed the cash-out price of $2.71 per share for the 2016 Warrants and $2.33 per share for the 2017 Warrants, which prices were based upon the third-party valuation previously performed. The Board instructed Cooley LLP to draft an amendment to the terms of the Warrants permitting such a cash-out.

        On February 21, 2018, Mr. Nassif proposed to United Therapeutics certain post-closing covenants regarding United Therapeutics' efforts to realize the milestone associated with the CVR. In addition, Mr. Nassif communicated the Board's request to separate the Trevyent milestone into separate regulatory and commercial milestones. In response, Mr. Fisher reiterated United Therapeutics' position that a "commercially reasonable efforts" standard is the standard efforts requirement in such agreements and that United Therapeutics was not willing to separate the Trevyent milestone, as requested by the Board. On February 22, 2018 Mr. Fisher informed Mr. Rigby that United Therapeutics was not willing to accept the proposed covenants or to separate the Trevyent milestone into multiple milestones. Mr. Fisher further stated that if SteadyMed was not willing to accept the "commercially reasonable efforts" standard, United Therapeutics was not willing to proceed with the proposed transaction.

        Also on February 21, 2018, at the instruction of the Board, we formally re-engaged Wedbush to serve as our financial advisor and to evaluate offers for a strategic transaction.

        On February 22, 2018 the Board held a telephonic meeting to discuss the response from United Therapeutics. The Board agreed to proceed with negotiations on the terms proposed by United Therapeutics. Mr. Rigby subsequently informed Mr. Fisher accordingly.

        On February 23, 2018, Gibson Dunn sent SteadyMed and Cooley a draft voting agreement pursuant to which certain of the Company's shareholders would agree to vote their shares in favor of the proposed merger. Gibson Dunn indicated that United Therapeutics expected SteadyMed's material shareholders to each enter into such an agreement.

        After a number of follow-up emails and calls initiated by Mr. Rigby, a representative of Company E informed Mr. Rigby on February 26, 2018 that Company E was not interested in a potential transaction with the Company.

        On February 28, 2018, a representative of Company B informed Mr. Rigby that Company B was not interested in a potential transaction with the Company due to Company B's internal priorities.

        During the months of February and March 2018, United Therapeutics and Company C continued their diligence of SteadyMed, with various advisors.

        On March 1, 2018, representatives from Wedbush reached out to a large global pharmaceutical company with commercial infrastructure and presence in the PAH field (referred to as "Company F") to ascertain their interest in an acquisition of SteadyMed.

        On March 1, 2018, Mr. Rigby began informing Warrant holders that SteadyMed was currently engaged in negotiations that might affect the Warrants and asked them to execute confidentiality agreements to facilitate detailed discussions. During March 2018, each Warrant holder executed a confidentiality agreement and Mr. Rigby and Mr. Nassif engaged in telephone conversations with the

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Warrant holders regarding the proposed merger with United Therapeutics, and the terms of the proposed Warrant amendment.

        On March 7 and 8, 2018, Cooley sent Gibson Dunn comments to the draft merger agreement, the CVR agreement and voting agreement. Also on March 7, 2018, senior management and representatives of Cooley held a telephonic meeting with representatives of United Therapeutics and Gibson Dunn to discuss the regulatory filings necessary to complete the Transaction.

        On March 8, 2018, the Board held a telephonic meeting to discuss the process for a potential strategic transaction. Management updated the Board on the status of the discussions with United Therapeutics and the discussions with the Warrant holders with respect to amendment of the Warrants to provide for termination of the Warrants at closing in exchange for payments to holders of 2016 Warrants of $2.71 per warrant share and payments to holders of 2017 Warrants of $2.33 per warrant share, as requested by United Therapeutics (the "Warrant Amendment"). The Board instructed management to continue discussions with United Therapeutics and with the Warrant holders based on the terms and guidelines provided by the Board. Management also updated the Board on the status of discussions of a strategic transaction with other third parties, noting that Company C was still conducting due diligence, contact had been made with Company F and that Company B and Company E decided not to pursue a transaction with the Company. Management also provided an overview of the regulatory process in connection with a strategic transaction with United Therapeutics.

        On March 12, 2018, Gibson Dunn sent revised drafts of the merger agreement, CVR agreement and voting agreement to Cooley for consideration.

        On March 13, 2018, Company C informed Mr. Rigby that it was no longer interested in pursuing a strategic transaction.

        On March 16, 2018, Cooley sent a draft of the Warrant amendment to Gibson Dunn.

        During the months of March and April 2018 up to the execution of the Merger Agreement, our senior management and Cooley engaged in discussions and negotiations with the Warrant holders. As a result of these discussions, the draft Warrant amendment was modified to include a "most favored nation" provision at the request of several Warrant holders. By April 27, 2018, all parties agreed on the form of Warrant amendment and all Warrant holders executed the Warrant Amendment.

        On March 20, 2018, Cooley sent a revised draft of the merger agreement to Gibson Dunn.

        On March 20, 2018, senior management of SteadyMed held a telephone conversation with representatives of United Therapeutics to discuss the approach with respect to the antitrust matters in the draft merger agreement. The parties agreed to shorten the "Initial Outside Date" (on and after which either party could terminate the merger agreement for no reason) to four months after the date of the merger agreement and to eliminate a number of provisions related to antitrust matters, subject to the Board's review and approval, which was later granted.

        On March 22, 2018, representatives of Cooley and Gibson Dunn held a telephone conversation to discuss the material open issues in the draft merger agreement, including, among others, the identity of the SteadyMed Shareholders who would enter into a voting agreement, SteadyMed's obligations to inform United Therapeutics of breaches of SteadyMed's representations and warranties prior to closing, deal certainty and conditions to United Therapeutics' obligation to consummate the Transaction, the Board's ability to change its recommendation and accept a superior proposal and the amount of the termination fee payable by SteadyMed to United Therapeutics if SteadyMed terminated the merger agreement to accept a superior proposal. Later that day, Gibson Dunn sent Cooley a revised draft of the merger agreement.

        On March 22, 2018, the Board held a telephonic meeting, with members of Cooley present. Management updated the Board on the status of negotiations with United Therapeutics, the ongoing

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dialogue with certain Warrant holders regarding the Warrant amendment and the specific terms of the amendment.

        On March 23, 2018, Company F informed Wedbush that it was not interested in pursuing a potential transaction with SteadyMed.

        On March 24, 2018, the Board held a telephonic meeting, with representatives of Cooley present. The Board received an update on the status of the negotiations with the various bidders, noting that Company F and Company C were no longer interested in pursuing a transaction. The Cooley representatives reviewed the Board's fiduciary duties in the context of considering an all-cash offer, assuming Delaware law applied to the Board's decisions with respect to the Transaction. The Cooley representatives also reviewed for the Board the most significant issues outstanding in the merger agreement negotiations, including deal certainty and conditions to United Therapeutics' obligation to consummate the Transaction, the circumstances under which the Board would be permitted to change its recommendation to Company shareholders with respect to the Transaction, risks and issues relating to regulatory matters, termination rights and implications with respect thereto, including whether SteadyMed would be obligated to reimburse United Therapeutics' expenses if the merger agreement was terminated under certain circumstances. The Cooley representatives further reviewed for the Board the terms of the CVR agreement and the related risks and issues. The Board instructed management and Cooley to continue negotiating the merger agreement pursuant to guidelines provided by the Board on all of the issues discussed at the meeting. The Board also requested that Cooley present additional information about the regulatory filing and approval process at a future meeting of the Board.

        On March 26, 2018, senior management of SteadyMed and United Therapeutics, as well as representatives of Cooley and Gibson Dunn, participated in a telephone conversation to discuss the material outstanding issues presented by the merger agreement and CVR agreement. The Cooley representatives conveyed the Board's positions with respect to each of these issues including, among others: issues relating to regulatory filings; deal certainty and the conditions to United Therapeutics' obligation to consummate the Transaction; implications of termination of the merger agreement, including SteadyMed's obligation to reimburse United Therapeutics' expenses if the merger agreement was terminated under certain circumstances; and the circumstances under which the Board would be permitted to change its recommendation to Company shareholders regarding the Transaction, including whether the Board could rely on Delaware law for purposes of determining whether the Board's actions were consistent with its fiduciary duties.

        On March 27, 2018, during a regularly scheduled Board meeting, with representatives of Cooley present, the Board discussed the status of the strategic transaction. The Board received an update on the status of negotiations with United Therapeutics and United Therapeutics' positions on the open issues. The Board again discussed whether there may be any other interested bidders and management noted it was not aware of any other interested bidders. The Board instructed Cooley and senior management to continue negotiations with United Therapeutics based on the guidelines provided by the Board on the open issues.

        On March 28, 2018, Cooley sent a revised draft of the voting agreement to Gibson Dunn. Cooley sent a further revised draft of the voting agreement to Gibson Dunn on March 30, 2018.

        On March 31, 2018 and April 1, 2018, Cooley sent Gibson Dunn revised drafts of the merger agreement and CVR agreement, reflecting terms consistent with the guidelines provided by the Board.

        On April 2, 2018 the Board held a telephonic meeting, with representatives of Cooley present, to discuss the process for the proposed strategic transaction with United Therapeutics and the Warrant Amendment. The Cooley representatives described to the Board the fiduciary duties of the Board in connection with an all-cash sale of SteadyMed under Israeli law, based on a presentation prepared by SteadyMed's Israeli counsel. The Board discussed an updated comparison prepared by Wedbush and

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previously sent to the Board, comparing the proposed merger consideration to be paid to the SteadyMed shareholders in the proposed transaction to a discounted cash flow analysis of SteadyMed on a stand-alone basis based on the three scenarios provided by SteadyMed management. During that discussion, SteadyMed management noted that a fourth scenario reflecting a delay in Trevyent's launch to the first quarter of 2021 had been provided to Wedbush and would be included in an updated comparison to be prepared by Wedbush for the Board's review. Thereafter, three members of the Board: Brian Stark, Keith Bank and Dr. Ginor, disclosed that they may have a potential "personal interest", as such term is defined in the Israeli Companies Law, 1999 (the "Companies Law") Companies Law, in any potential amendment of the Warrants because they either hold Warrants or are associated with entities that hold Warrants, and they left the meeting at this time. The meeting of the Board then adjourned to permit the members of the Audit Committee of the Board to meet.

        Later on April 2, 2018, following the adjournment of the Board meeting, the Audit Committee of the Board held a telephonic meeting, with representatives of Cooley and Mr. Rigby and Mr. Nassif present, to discuss the Warrant Amendment. The Audit Committee noted that three members of the Board may have a potential "personal interest" as defined under the Companies Law, with respect to the Warrant Amendment because such members either held Warrants or were associated with entities that held such Warrants. The Audit Committee determined that, in light of the fact that United Therapeutics was not willing to proceed with the proposed transaction in the absence of the Warrant Amendments, it was in the best interests of SteadyMed and its shareholders for SteadyMed to enter into the Warrant Amendments in order to facilitate a potential transaction with United Therapeutics, and approved, and recommended that the Board approve, the Warrant Amendment, subject to the approval of the Transaction by SteadyMed shareholders.

        Following the adjournment of the meeting of the Audit Committee, the meeting of the Board reconvened (without the presence of the three members who may have "personal interest": Brian Stark, Keith Bank and Dr. Ginor). A member of the Audit Committee updated the Board on the approval of the Warrant Amendment by the Audit Committee. The Board noted that the Audit Committee determined that it was in the best interests of SteadyMed and its shareholders to enter into the Warrant Amendment. After considering all factors, including the recommendation by the Audit Committee and in order to facilitate a potential transaction with United Therapeutics, the Board determined that the Warrant Amendment was in the best interest of SteadyMed and its shareholders and approved the Warrant Amendment, subject to the approval of the Transaction by SteadyMed shareholders.

        On April 5, 2018, Gibson Dunn sent Cooley revised drafts of the merger and CVR agreements.

        On April 6, 2018, the Board held a telephonic meeting to discuss the potential transaction with United Therapeutics, with a representative of Cooley present. The Cooley representatives updated the Board on the negotiations with United Therapeutics and the remaining open issues. A representative of Cooley also presented to the Board an overview of the regulatory process and framework in connection with the potential transaction with United Therapeutics, including the regulatory filing process, the risks of such process and the potential alternatives with respect to the proposed transaction with United Therapeutics. The Board instructed Cooley and management to continue negotiating and drafting the definitive merger agreement in accordance with the Board's guidelines.

        On April 9, 2018, Mr. Rigby and Mr. Nassif held a telephone conversation with Mr. Hess to express the Board's concerns with respect to the Board's ability to change its recommendation under the terms of the draft merger agreement. Mr. Rigby noted that the covenants in the draft of the merger agreement provided by United Therapeutics restricted the Board from taking certain actions, such as changing the Board's recommendation or accepting a superior proposal, unless certain conditions are met, including the Board's determination in good faith that the failure to do so would be inconsistent with the Board's fiduciary duties under Israeli law. Mr. Rigby explained that the lack of guidance from Israeli courts interpreting a director's fiduciary duties in the context of a strategic

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transaction meant that the Board did not have a clear standard to use to determine whether failing to take a particular proposed action would be inconsistent with the Board's fiduciary duties. Therefore, SteadyMed's position was that the merger agreement should allow the Board to rely on Delaware law, which more clearly describes a director's fiduciary duties in this context, to determine whether the failure to take an action restricted by the non-solicitation covenant would be inconsistent with the Board's fiduciary duties. Mr. Hess responded that the draft would be revised to address the Board's concern. After the call, Mr. Hess sent Mr. Rigby revised language to address the Board's concern.

        On April 12, 2018, the Board held a telephonic meeting, with representatives of Cooley present. The Cooley representatives updated the Board on the negotiations of the proposed transaction with United Therapeutics and the terms of the draft definitive agreements, including specific terms that were previously discussed by the Board. The Cooley representatives also provided an overview of the next steps in connection with the strategic transaction. The Board instructed Cooley and management to continue to negotiate the terms of the definitive agreements based on the Board's guidelines.

        On April 12, 2018, Cooley sent Gibson Dunn revised drafts of the merger agreement and the CVR agreement, reflecting the Board's instructions.

        Later on April 12, 2018, Cooley sent Gibson Dunn revised drafts of the merger agreement and the CVR agreement, reflecting the Board's instructions.

        On April 13, 2018, Mr. Nassif and Mr. Hess discussed the process for estimating SteadyMed's net cash at closing, which amount was to result in an upward adjustment to the purchase price. The parties had previously agreed that United Therapeutics would not make a post-closing payment to the SteadyMed Shareholders in an aggregate amount equal to SteadyMed's net cash at closing, as initially proposed in United Therapeutics' letter of intent, given the procedural difficulties involved in making such a payment. Instead, the parties agreed that the upfront payment to SteadyMed Shareholders would be increased by the estimated amount of SteadyMed's net cash at closing. Mr. Nassif proposed that the parties assume for such purposes a $16 million closing net cash balance, even if SteadyMed's actual net cash balance at closing was lower. Mr. Nassif explained that the parties previously estimated SteadyMed's net cash balance at closing would be $16 million, assuming closing occurred in June 2018. However, because the transaction would close later than the original June 2018 estimate and the Company's cash balance declines monthly, SteadyMed now estimated the net cash balance at closing would be lower than $16 million. Mr. Hess agreed to fix the amount to be added to the upfront payment at $16 million if the merger agreement included a condition to United Therapeutics' obligation to consummate the Transaction that SteadyMed's net cash balance at closing was at or above a specified amount. Mr. Nassif agreed, subject to Board approval. The Board later discussed and approved this closing condition.

        On April 17, 2018, the Board held a telephonic meeting, with representative of Cooley present. The Cooley representatives updated the Board on the status of negotiations with United Therapeutics. The Board discussed the calculation of the purchase price, including United Therapeutics' agreement to assume SteadyMed's net cash at closing would be $16 million for purposes of calculating the purchase price. The Board also discussed executive severance and equity acceleration arrangements potentially applicable as a result of the proposed business combination.

        Between April 18, 2018 and April 28, 2018, representatives of Cooley, and Gibson Dunn exchanged drafts of the merger agreement and the CVR agreement and held telephone conversations to negotiate the final terms of these agreements. During this period, counsel to OrbiMed also exchanged drafts and held conversation with Gibson Dunn to negotiate the terms of the voting agreement.

        On April 19, 2018, SteadyMed circulated a draft of the Warrant amendment to the Warrant holders for review and signature.

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        On April 26, 2018, the Board held a telephonic meeting, with representatives of Cooley and Wedbush present. The Board received an update on the status of the negotiations with United Therapeutics. Thereafter, representatives of Wedbush responded to questions from the Board regarding Wedbush's draft fairness presentation, a copy of which had previously been provided by Wedbush to the Audit Committee for review at SteadyMed's request and provided to the rest of the Board by SteadyMed management. The Board requested Wedbush provide its opinion as to the fairness of the merger consideration, even without attributing any value to the CVR. The Wedbush representatives then left the meeting. Thereafter, the Board discussed and analyzed the assumptions and methodologies underlying Wedbush's draft fairness presentation. In particular, the Board discussed the four scenarios provided by SteadyMed's management and used in Wedbush's draft fairness presentation, including the financial projections for each such scenario and the probability of the occurrence of each scenario as allocated by management. The Board noted many known and unknown factors could delay the Trevyent launch and therefore impact the projections, including, among others, potential delays due to regulatory challenges such as delays in resubmission of the Trevyent NDA and/or a complete response letter from the FDA, litigation hurdles (such as Paragraph IV patent litigation while the automatic 30-month stay is in place), challenges and difficulties in building infrastructure necessary for the launch and delays due to challenges in raising sufficient capital to fund such infrastructure. After consideration of all such factors and in particular the fact that there are many unknown variables that could delay launching the product and therefore impact the projections, the Board decided not to ask Wedbush to change the assumptions underlying the four scenarios and related projections and ask Wedbush to use the projections in its fairness analysis and presentation with the assigned probabilities. Thereafter, representatives of Cooley updated the Board regarding the status of the negotiation with United Therapeutics of the terms of the agreements. The Board instructed management and representatives of Cooley to continue to negotiate the final terms of the transaction based on the Board's guidelines.

        On April 29, 2018, the Audit Committee held a telephonic meeting, with representatives of Cooley, Mr. Rigby and Mr. Nassif present. Prior to the meeting, all the directors received a summary of the proposed merger agreement and CVR agreement prepared by Cooley, and a copy of Wedbush's fairness presentation to be given at the Board meeting later that day. Members of the Audit Committee noted that all members of the Board (including members of the Audit Committee) disclosed that they may have a "personal interest", as such term is defined in the Companies Law in the strategic transaction with United Therapeutics in light of the following factors: (i) acceleration of the vesting of each director's options to purchase SteadyMed shares, (ii) with respect to Messrs. Stark and Bank and Dr. Ginor, their ownership of Warrants and agreement to the Warrant Amendment (by them personally or by their affiliates) and (iii) with respect to Mr. Rigby, his entitlement to severance benefits under his employment agreement if he resigns for "Good Reason" (as defined in his Employment Agreement). The Cooley representatives reviewed with the Audit Committee the material terms of the merger agreement and the CVR agreement including the treatment of equity awards, deal protections, conditions to closing, the antitrust covenants, the Initial Outside Date, the circumstances under which the Board would be permitted to change its recommendation to the Company's shareholders, the Company's ability to respond to an unsolicited alternative proposal, the termination fee and the milestone that must be achieved to receive the CVR payment and responded to the Audit Committee's questions. Following a discussion, and assuming Wedbush would provide a fairness opinion based on the fairness presentation provided to the directors, the Audit Committee unanimously determined that the Transaction, the merger agreement, the CVR agreement and all other documents, agreements and transactions contemplated under or related thereto, (the "Merger Documents") including the treatment of the Warrants and the SteadyMed options, are advisable to, and in the best interests of, SteadyMed and its shareholders, and that the consideration payable to the shareholders in the Transaction is fair and reasonable to SteadyMed's shareholders. The Audit Committee then approved, and recommended that the Board approve, all the transactions contemplated by the Merger Documents, subject to the approval of the SteadyMed shareholders.

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        Later on April 29, 2018, the Board held a telephonic meeting, with representatives of Cooley and Wedbush present. At the beginning of the meeting, the Cooley representatives confirmed that all members of the Board received a summary from Cooley of the proposed merger agreement and CVR agreement prepared by Cooley, copies of the near final drafts of the merger agreement and the CVR agreement, a draft of proposed resolutions and a copy of Wedbush's fairness presentation.

        The Wedbush representatives reviewed with the Board Wedbush's fairness presentation with respect to the merger consideration from a financial point of view, including the scenarios and financial projections previously provided by SteadyMed management and used for the discounted cash flow analysis, and other indicia of value. Wedbush responded to questions from the Board, including with respect to the assumptions and methodologies used by Wedbush in its presentation and its opinion regarding the fairness of the merger consideration, as described in the following sentence. At the request of the Board, Wedbush then delivered its oral opinion, confirmed by later delivery of a written opinion, dated as of April 29, 2018, to the Board that, as of the date of the opinion, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review set forth in its opinion, the consideration to be received by SteadyMed Shareholders in the Transaction was fair, from a financial point of view, to the SteadyMed Shareholders, assuming the CVR had no value. The Wedbush representatives then left the meeting.

        The Cooley representatives reminded the Board of their fiduciary duties in connection with the proposed sale to United Therapeutics. The Cooley representatives also reminded the Board that all members of the Board disclosed that they may have a "personal interest", as such term is defined in the Companies Law in the strategic transaction in light of the following factors: (i) acceleration of the vesting of each director's options to purchase SteadyMed shares, (ii) with respect to Messrs. Stark and Bank and Dr. Ginor, their ownership of Warrants and agreement to the Warrant Amendment (by them personally or through their affiliates) and (iii) with respect to Mr. Rigby, his receipt of potential severance benefits under his employment agreement if he resigns for "Good Reason" (as defined in his Employment Agreement). The Cooley representatives reviewed the material terms of the merger agreement and the CVR agreement, including the treatment of equity awards, deal protections, conditions to closing, the antitrust covenants, the Initial Outside Date, the exceptions to the Board's covenants not to change its recommendation, the exception to the no-shop covenants, the termination fee and the milestone that must be achieved to receive the CVR payment and responded to the Board's questions.

        The Board then engaged in discussion and considered the value offered by the United Therapeutics offer, in light of the absence of any better offer from any other bidder despite extensive outreach and discussions with many parties. The Board in particular considered again the possible alternatives to the Transaction and the possibility of continuing to operate on a stand-alone basis and noted the potential challenges of launching Trevyent if SteadyMed continued to operate on a stand-alone basis, including the following potential risks: regulatory challenges such as delays in resubmission of the Trevyent NDA and/or a complete response letter from the FDA, litigation hurdles (such as Paragraph IV patent litigation triggering the automatic 30-month stay), challenges and difficulties in building infrastructure necessary for the Trevyent launch and delays due to challenges in raising sufficient capital to fund such infrastructure and the associated costs. After extensively discussing and reviewing all relevant considerations the Board determined that the Transaction is in the best interests of SteadyMed and its shareholders, that the consideration payable to the shareholders in the Transaction is fair and reasonable to SteadyMed's shareholders, and approved and declared the Transaction and the Merger Agreement advisable. The Board further determined after considering all relevant considerations, that there is no reasonable concern that SteadyMed, as the surviving company of the merger, will be unable to fulfill its obligations to its creditors when they become due following the consummation of the merger.

        The merger agreement was executed by representatives of SteadyMed, United Therapeutics and Merger Sub later in the day on April 29, 2018 (the "Merger Agreement").

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Recommendation of the Board; Reasons for the Transaction

        At a special meeting of the Board held on April 29, 2018, the Board, after receiving and reviewing all the relevant information that the Board considered necessary or appropriate in connection with its consideration of the Transaction and the Merger Agreement, including the approval and recommendation of the Audit Committee that the Board approve the Transaction and the Merger Agreement, and information from the members of the Board necessary to determine that the members of the Board may have a Personal Interest in connection with the Transaction and the Merger Agreement as further detailed in "The Transaction—Interests of Our Directors and Executive Officers in the Transaction," and after careful review of the facts and circumstances relating to the Transaction, determined that the Merger Agreement was in the best interests of the shareholders of the Company, and that, considering the financial position of the merging companies, no reasonable concern existed that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors as such become due and payable following the consummation of the Transaction, approved and declared the advisability of the Merger Agreement and the Transaction, authorized the Company to enter into the Merger Agreement and resolved to recommend to the Company's shareholders that they vote to adopt the Merger Agreement and the terms of the Transaction.

        In reaching its decision at its meeting on April 29, 2018 to approve the Transaction and the Merger Agreement, the Board considered a variety of factors weighing positively and negatively in connection with the Transaction and the Merger Agreement. In light of the number and wide variety of factors considered in connection with its evaluation of the Transaction and the Merger Agreement, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Board viewed its position as being based on all of the information it deemed to be relevant for the purpose of evaluating the Transaction and the Merger Agreement, on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the reasons for the Transaction and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under "Cautionary Note Concerning Forward-Looking Statements.

        In reaching its determination, the Board considered the following factors, all of which it viewed as generally supporting its decision to approve the Transaction and the Merger Agreement:

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        The Board also considered the potential risks of the Transaction and other potentially negative factors, including the following:

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        The board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Transaction were outweighed by the potential benefits of the Transaction.

        The foregoing discussion of the Board's reasons for its decision to approve, and recommend that the Company's shareholders approve, the Transaction is not meant to be exhaustive, but addresses the material information and factors considered by the Board. In arriving at their respective recommendations, the members of the Board were aware of the interests of the executive officers and directors of the SteadyMed as described under "The Transaction—Interests of Our Directors and Executive Officers in the Transaction" beginning on page 60.

Accordingly, the board recommends that Company's shareholders vote "FOR" the proposal to approve the Merger Agreement and the terms of the merger contemplated thereby and all other documents, agreements and transactions contemplated under or related thereto, including the Contingent Value Rights Agreement and the Warrant Amendments between Messrs. Brian J. Stark, Keith Bank and Ron Ginor, each a director of the Company, and/or their affiliates, and the Company; and "FOR" the proposal to approve, on a non-binding advisory basis, certain compensation that will be paid or may become payable to named executive officers in connection with or as a result of the Transaction.

Opinion of Wedbush Securities Inc.

        In February 2018, the Board engaged Wedbush Securities Inc. ("Wedbush") to provide strategic advisory services in connection with evaluating and considering a sale transaction with one of four entities, including United Therapeutics Corporation. Wedbush's engagement did not involve conducting or participating in an auction process or market check. On April 29, 2018, the Board requested that Wedbush render an opinion as to whether the consideration to be received by SteadyMed Shareholders in the Transaction was fair, from a financial point of view, to the SteadyMed Shareholders, assuming the contractual contingent value rights (each, a "CVR"), had no value. At the April 29, 2018 meeting of the Board, Wedbush rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated April 29, 2018, to the Board that, as of the date of such opinion, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review set forth in its written opinion, the consideration to be received by SteadyMed Shareholders in the Transaction was fair, from a financial point of view, to the SteadyMed Shareholders, assuming the CVRs had no value. For purposes of Wedbush's opinion, the term "consideration" refers to the Per Share Merger Consideration issuable to SteadyMed Shareholders in the Transaction. At the request of the Board, for purposes of rendering its opinion, Wedbush assumed that the CVRs had no value.

        The full text of Wedbush's written opinion, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken in connection with such opinion, is attached to this proxy statement as Annex D. Wedbush's opinion was intended solely for the benefit and use of the Board (in its capacity as such) in connection with its consideration of the Transaction. Wedbush's opinion was not intended to be used for any other purpose without Wedbush's prior written consent in each instance, except as expressly provided for in the engagement letter between SteadyMed and Wedbush. Wedbush has consented to the use of Wedbush's opinion in this proxy statement. Wedbush's opinion did not address SteadyMed's underlying business decision to enter into the Merger Agreement or complete the Transaction or the merits of the Transaction as compared to any alternative transactions that were or may be available to SteadyMed, and did not constitute a recommendation to the Board or to any SteadyMed Shareholder as to how such shareholder should vote with respect to the Transaction or otherwise. The following summary of Wedbush's opinion is qualified in its entirety by reference to the full text of such opinion.

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        For purposes of its opinion and in connection with its review, Wedbush, among other things:

        In addition, Wedbush held discussions with the management of SteadyMed concerning their views as to the financial and other information described above. Wedbush also conducted such other analyses and examinations and considered such other financial, economic and market criteria as Wedbush deemed appropriate to arrive at its opinion.

        In rendering its opinion, Wedbush assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wedbush by SteadyMed or otherwise reviewed by Wedbush. With respect to information provided to or reviewed by it, Wedbush was advised by the management of SteadyMed that such information was reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of SteadyMed. Wedbush did not express any view as to the reasonableness of such financial information or the assumptions on which it was based.

        Wedbush further relied on the assurances of SteadyMed's management that they were not aware of any facts that would make the information provided to Wedbush incomplete or misleading. Wedbush did not make and was not provided with any independent evaluations or appraisals of any of the assets, properties, liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) or securities, nor did Wedbush make any physical inspection of the properties or assets, of SteadyMed. With respect to the operating income and expense forecasts of SteadyMed provided to Wedbush, Wedbush assumed that such projections had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of SteadyMed as to the future operating income and expenses of SteadyMed and that SteadyMed will perform substantially in accordance with such projections. Wedbush assumed no responsibility for and expressed no view as to any such projections or the assumptions on which they were based. Wedbush did not evaluate the solvency or fair value of United Therapeutics, SteadyMed, or any of their respective subsidiaries (or the impact of the transactions contemplated by the Merger Agreement thereon) under any law relating to bankruptcy, insolvency or similar matters.

        Wedbush's opinion was based on financial, economic, market and other conditions as in effect on, and the information made available to Wedbush as of, the date of such opinion. Wedbush also relied, without independent verification, on the accuracy and completeness of United Therapeutics' and SteadyMed's representations and warranties in the draft Merger Agreement, without regard to any qualifications or exceptions that may be set forth in disclosure schedules, and the information provided

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to Wedbush by SteadyMed. In addition, Wedbush assumed that the Transaction would be consummated in accordance with the terms set forth in the draft Merger Agreement without any waiver, amendment or delay of any terms or conditions that would be material to Wedbush's analysis. Representatives of SteadyMed advised Wedbush that, and Wedbush further assumed that, the final terms of the Merger Agreement would not differ from the terms set forth in the draft Merger Agreement and that the final terms of the CVR Agreement would not differ from the terms set forth in the draft form of CVR Agreement, in each case in any respect material to Wedbush's analysis. Wedbush also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction would be obtained without imposition of any terms or conditions that would be material to Wedbush's analysis. Wedbush noted that events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Wedbush did not undertake any obligation to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of such opinion.

        Wedbush was not a legal, tax or regulatory advisor, and did not express any opinion as to any tax or other consequences that may arise from the Transaction, nor did its opinion address any legal, regulatory or accounting matters, as to which Wedbush understood that SteadyMed had obtained such advice as it deemed necessary from qualified professionals. Wedbush was a financial advisor only and relied upon, without independent verification, the assessment of SteadyMed and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Wedbush assumed that the Transaction will have the tax effects contemplated by the Merger Agreement.

        Wedbush is an investment banking firm and a member of the New York Stock Exchange ("NYSE") and other principal stock exchanges in the United States, and is regularly engaged as part of its business in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, private placements, secondary distributions of listed and unlisted securities, and valuations for corporate, estate and other purposes. Wedbush was selected by SteadyMed based on Wedbush's experience, expertise and reputation and its familiarity with SteadyMed. The Board did not impose any limitations on Wedbush with respect to the investigations made or procedures followed in rendering its opinion. Wedbush's opinion was approved by a fairness committee at Wedbush in accordance with the requirements of the Financial Industry Regulatory Authority ("FINRA") Rule 5150.

        In rendering its opinion, Wedbush expressed no opinion as to the amount or nature of any compensation to any officers, directors, or employees of SteadyMed, or any class of such persons, whether relative to the consideration to be paid in the Transaction or otherwise, or with respect to the fairness of any such compensation.

        Wedbush was not asked to, nor did it, offer any opinion as to the terms, other than the consideration to be received by the holders of the shares of SteadyMed to the extent expressly set forth in Wedbush's opinion, of the Merger Agreement or the form of the Transaction. Wedbush did not express any opinion with respect to the terms of any other agreement entered into or to be entered into in connection with the Transaction. Wedbush expressed no opinion as to the price at which ordinary shares of SteadyMed may trade at any time subsequent to the announcement or consummation of the Transaction.

        SteadyMed agreed to pay Wedbush fees for its services as SteadyMed's strategic advisor, which fees are contingent upon the success of the Transaction. Wedbush did not receive a separate fee for rendering its opinion. SteadyMed also agreed to pay Wedbush a break-up fee if the Transaction is not consummated under certain circumstances. Wedbush's success fee will become payable upon consummation of the Transaction. In addition, SteadyMed agreed to reimburse Wedbush for its reasonable out-of-pocket expenses and to indemnify Wedbush for certain liabilities arising out of the engagement. SteadyMed previously engaged Wedbush in March 2017 to act as SteadyMed's strategic

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advisor on substantially the same terms described above. This engagement was terminated in November 2017, and Wedbush did not receive any fee in connection therewith. Wedbush may also provide investment banking and financial advisory services to United Therapeutics or its affiliates in the future for which Wedbush would expect to receive customary fees.

        In the ordinary course of its business, Wedbush and its affiliates, as well as investment funds in which Wedbush and its affiliates may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or make investments in, SteadyMed, United Therapeutics or in any other entity.

        The following is a summary of the material financial analyses performed by Wedbush in connection with reaching its opinion:

        The following summaries are not a comprehensive description of Wedbush's opinion or the analyses and examinations conducted by Wedbush, and the preparation of an opinion necessarily is not susceptible to partial analysis or summary description. Wedbush believes that such analyses and the following summaries must be considered as a whole and that selecting portions of such analyses and of the factors considered, without considering all such analyses and factors, would create an incomplete view of the process underlying the analyses. The order in which the analyses are described below does not represent the relative importance or weight given to the analyses by Wedbush. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of Wedbush's analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses.

        In performing its analyses, Wedbush made numerous assumptions with respect to industry performance and general business and economic conditions such as industry growth, inflation, interest rates and many other matters, many of which are beyond the control of SteadyMed and Wedbush. Any estimates contained in Wedbush's analyses are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses.

        Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 29, 2018 and is not necessarily indicative of current market conditions.

        In performing each of analyses described below, Wedbush compared the results of their analysis to their analysis of the merger consideration, assuming : (i) the CVR has no value and only the Closing Cash Consideration is paid; (ii) the value of the CVR equals Wedbush's estimate of the net present value ("NPV") of the CVR; and (iii) the Closing Cash Consideration and the CVR Consideration were both paid at Closing. In evaluating the NPV of the CVR, Wedbush assumed the CVR Consideration

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would be received by SteadyMed Shareholders on June 30, 2023. The results of Wedbush's evaluation of the merger consideration are summarized in the table below:

Merger Consideration
  No CVR   NPV of
CVR
  Face Value
of CVR
 

Closing Cash Consideration Only

  $ 4.46   $ 4.46   $ 4.46  

CVR Consideration

  $ 0.00   $ 2.29   $ 2.63  

Closing Cash Consideration with CVR Consideration

  $ 4.46   $ 6.75   $ 7.09  

        Wedbush noted that the merger consideration (including the CVR Consideration and prior to the deduction of any applicable withholding taxes) represented a premium of 167.5% to the April 27, 2018 closing price of $2.65 per share of the SteadyMed ordinary shares and a premium of 125.8% to the $3.14 per share 30-day volume weighted average price of the SteadyMed ordinary shares. Wedbush additionally noted that the Closing Cash Consideration (prior to the deduction of any applicable withholding taxes) represented a premium of 68.3% to the April 27, 2018 closing price of $2.65 per share of the SteadyMed ordinary shares and a premium of 42.0% to the $3.14 per share 30-day volume weighted average price of the SteadyMed ordinary shares.

        Using publicly available information, Wedbush analyzed the historic trading of SteadyMed's ordinary shares over the 52-week period ended April 27, 2018. Wedbush noted that the 52-week high and low closing prices ranged between $2.65 and $7.25 and that the closing price had been $2.65 per share on April 27, 2018.

        The discounted cash flow analysis is a "forward looking" methodology and is based on projected future cash flows to be generated by SteadyMed which are then discounted back to the present. This methodology has three primary components: (i) the present value of projected unlevered cash flows for a determined period; (ii) the present value of the terminal value of cash flows (representing firm value beyond the time horizon on the projections); and (iii) the weighted average cost of capital ("WACC") used to discount such future cash flows and terminal value back to the present. The future cash flows plus the terminal value of such cash flows are discounted by SteadyMed's risk-adjusted cost of capital, the WACC, to derive a present value.

        SteadyMed management assumed, and disclosed to Wedbush, that SteadyMed would resolve its funding deficit by raising additional equity and debt capital on the following terms: (i) the Company will raise enough capital ($55.0 to $80.0 million) to cover both the funding deficit for each case and expenses associated with the capital raise; (ii) 50% of the funding required would be through an equity raise at various prices ($2.50 per share to $7.00 per share, 7.00% underwriting or placement fee); and (iii) 50% of the funding required would be through a high-yield debt raise (1.00% fee, 10.25% interest rate, interest only with no prepayment penalty). SteadyMed management also provided Wedbush with a terminal growth rate of –30.0%, balance sheet assumptions of $16.0 million cash on hand, and a minimum cash balance before principal debt repayment of $5.0 million.

        Wedbush assumed a WACC range of 22.5% to 27.5%. Based on these inputs, Wedbush valued SteadyMed at a range of between $3.71 and $6.21 per share.

        Comparable companies analysis is a process used to evaluate the value of a company using the metrics of other companies of similar size in the same industry. The assumption is that similar companies will have similar valuation multiples.

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        Wedbush reviewed publicly available information relating to the following publicly-traded companies with market capitalizations lower than $250.0 million in the biopharmaceutical or specialty pharmaceutical industry with clinical programs or products with indications in PAH or pain management, which criteria were applied to select companies similar to SteadyMed:

        Wedbush noted that, although such companies had certain financial and operating characteristics that could be considered similar to those of SteadyMed, none of the companies had the same management, make-up, regulatory outlook, technology, or size or mix of business as SteadyMed and, accordingly, there were inherent limitations on the applicability of such companies to the valuation analysis of SteadyMed.

        Noting that 2022 was the first year in which SteadyMed projected sales would be generated under management's probability weighted projections, Wedbush analyzed estimated 2022 price to sales ratios for the companies listed above to compute SteadyMed's implied share equity value. Based on SteadyMed's probability weighted projections, Wedbush calculated that the implied per share equity value for SteadyMed ranged between $3.82 in the bottom quartile and $7.19 in the top quartile.

        Wedbush reviewed publicly available information relating to the following merger and acquisition transactions with targets considered by Wedbush to be similar to SteadyMed as their respective market

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capitalizations prior to announcement of a transaction were between $75.0 million and $400.0 million in an industry sector similar to SteadyMed (the "Selected Transactions"):

Announcement Date
  Target   Acquirer
January 31, 2018   Cascadian Therapeutics, Inc.   Seattle Genetics, Inc.

May 23, 2016

 

Xenoport, Inc.

 

Arbor Pharmaceuticals, LLC

November 10, 2015

 

Ocata Therapeutics, Inc.

 

Astellas US Holding, Inc.

September 28, 2014

 

Ambit Biosciences Corporation

 

Daiichi Sankyo Company, Limited

May 8, 2014

 

Chelsea Therapeutics International Ltd.

 

H. Lundbeck A/S

May 28, 2013

 

Omthera Pharmaceuticals, Inc.

 

AstraZeneca LP

December 12, 2012

 

YM BioSciences Inc.

 

Gilead Sciences, Inc.

April 5, 2012

 

Allos Therapeutics, Inc.

 

Spectrum Pharmaceuticals, Inc.

April 12, 2012

 

Javelin Pharmaceuticals, Inc.

 

Hospira Inc.

October 9, 2009

 

I-Flow, LLC

 

Kimberly-Clark Health Care Inc.

July 15, 2008

 

Lev Pharmaceuticals, Inc.

 

ViroPharma Inc.

February 20, 2008

 

Encysive Pharmaceuticals Inc.

 

Pfizer Inc.

        To present a fair comparison among the Selected Transactions, Wedbush considered all contingent payments potentially payable in such transactions at face value.

        Wedbush noted that although the companies that were acquired in the Selected Transactions could be considered similar to SteadyMed, none of such companies had the same management, make-up, regulatory outlook, technology, or size or mix of business as SteadyMed and, accordingly, there were inherent limitations on the applicability of these Selected Transactions to the valuation analysis of SteadyMed. Wedbush also noted that market conditions have varied significantly over the precedent time period.

        Based on the Selected Transactions, Wedbush calculated the value of SteadyMed between $4.19 in the bottom quartile, representing a 33.7% upfront premium to the $3.14 per share 30-day volume weighted average price of the SteadyMed ordinary shares, and $6.71 in the top quartile, representing a 113.8% total consideration premium to the $3.14 per share 30-day volume weighted average price of the SteadyMed ordinary shares.

Miscellaneous

        This summary is not a complete description of Wedbush's opinion or the underlying analyses and factors considered in connection with Wedbush's opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Wedbush believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Wedbush opinion. In arriving at its fairness determination, Wedbush considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its

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experience and professional judgment after considering the results of all of its analyses. No company or transaction in the analyses described above is identical to SteadyMed or the Transaction.

        In conducting its analyses and arriving at its opinion, Wedbush utilized a variety of valuation methods. The analyses were prepared solely for the purpose of enabling Wedbush to provide its opinion to the Board as to the fairness, from a financial point of view, to the SteadyMed Shareholders of the consideration to be received by the SteadyMed Shareholders in the Transaction, assuming the CVRs had no value, as of the date of the opinion, and do not purport to be an appraisal or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty.

        The terms of the Transaction were determined through arm's-length negotiations between SteadyMed and United Therapeutics, and were approved by the Board. Although Wedbush provided advice to the Board during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the Board. Wedbush did not recommend any specific consideration to SteadyMed or the Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. As described above, the opinion of Wedbush and its presentation to the Board were among a number of factors taken into consideration by the Board in making its determination to approve the Merger Agreement and the Transaction.

Certain Financial Forecasts

        SteadyMed does not, as a matter of course, publicly disclose detailed forecasts or projections as to future performance, earnings or other results because of, among other things, the inherent unpredictability of underlying long-term assumptions, estimates and projections. Following receipt of the "Refuse to File" letter from the U.S. Food and Drug Administration (the "FDA") in August 2017, SteadyMed's management prepared and provided to its board updated forward-looking financial information for the years 2018 through 2028 for use in connection with the evaluation of strategic alternatives in light of the Refuse to File letter, which financial forecasts will be referred to as the base case. In addition, to account for uncertainties surrounding the launch timeline for Trevyent® (our lead product candidate for the treatment of PAH in the United States), resulting from, among other things, legal, regulatory and financial factors, as well as potential uncertainties relating to building infrastructure necessary for the launch, SteadyMed's management prepared and provided to Wedbush three additional models to capture potential scenarios based on various Trevyent® launch timelines as described below. These four scenarios were reviewed by the Board and the Board authorized the use of the financial forecasts with respect to these four scenarios for the years 2018 through 2028 (the

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"financial forecasts") by Wedbush in Wedbush's financial opinion. The scenarios include the following assumptions:

Scenario 1:   The Scenario 1 Model assumes a Trevyent® product launch in the fourth quarter of 2019. To launch Trevyent® on such a timeline, SteadyMed would be required to initiate pre-launch marketing expenditures, hire sales force and medical affairs management personnel and commence scale inventory manufacturing prior to FDA approval of the Trevyent® NDA ("Scenario 1 Model").

Scenario 2:

 

The Scenario 2 Model, also referred to as the base model, assumes a Trevyent® product launch in the first quarter of 2020. To launch Trevyent® on such a timeline, SteadyMed would be required to initiate pre-launch marketing expenditures, hire sales force and medical affairs management personnel and commence scale inventory manufacturing upon FDA approval of the Trevyent® NDA ("Scenario 2 Model").

Scenario 3:

 

The Scenario 3 Model assumes a Trevyent® product launch in the third quarter of 2020. Scenario 3 assumes SteadyMed would initiate pre-launch marketing expenditures, hire sales force and medical affairs management personnel and commence scale inventory manufacturing six months later than under the Scenario 2 Model ("Scenario 3 Model").

Scenario 4:

 

The Scenario 4 Model assumes a Trevyent® product launch in the first quarter of 2021. Scenario 4 assumes SteadyMed would initiate pre-launch marketing expenditures, hire sales force and medical affairs management personnel and commence scale inventory manufacturing twelve months later than the Scenario 2 Model ("Scenario 4 Model").

        The information set forth below is included solely to give SteadyMed's shareholders access to relevant portions of such financial projections and is not included in this proxy statement to influence any SteadyMed shareholder to vote in favor of the Merger Proposal or for any other purpose.

        The financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles. In addition, the financial forecasts were not prepared with the assistance of or reviewed, compiled or examined by independent accountants. The financial forecasts do not comply with U.S. generally accepted accounting principles ("GAAP"). The financial forecasts may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transaction. SteadyMed's independent auditors have not examined or compiled the financial forecasts and accordingly assume no responsibility for them. SteadyMed's independent registered public accounting firm, and any other independent accountants, did not compile, examine or perform any procedures with respect to the projections or estimated synergies summarized below, and has not expressed any opinion or any other form of assurance on this information or its achievability, and assumes no responsibility for, and disclaims any association with, the unaudited prospective financial information. The reports of the independent registered public accounting firm incorporated by reference in this proxy statement relate to historical financial statements. They do not extend to any prospective financial information or the estimated synergies and should not be seen to do so.

        The financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond our management's control. Important factors that may affect actual results and result in such forecasts not being achieved include risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the financial forecasts may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions upon which the financial forecasts were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business plans that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory

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uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which SteadyMed operates, the inherent risks and challenges of launching the Trevyent® product, potential regulatory challenges such as delays in resubmission of the Trevyent® NDA and/or a complete response letter from the FDA, potential litigation hurdles (such as Paragraph IV patent litigation triggering the automatic 30-month stay), potential challenges and difficulties in building infrastructure necessary for the Trevyent® launch, delays due to potential challenges in raising sufficient capital and other risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control and, upon consummation of the Transaction, will be beyond the control of United Therapeutics and the Surviving Company. The financial forecasts also reflect assumptions as to certain business decisions that are subject to change. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 21 for more information on risks and uncertainties.

        In preparing the Wedbush opinion, it was necessary to weight the probability of each scenario. With the authorization of the Board, SteadyMed's management assigned the following weights: Scenario 1 Model, Scenario 2 Model, Scenario 3 Model and Scenario 4 Model, 10%, 50%, 25% and 15%, respectively. However, in light of the uncertainties described above, there can be no assurance as to which of the financial forecasts will be realized or that any of the financial forecasts will be realized, and actual results may vary materially from those shown. In addition, the assignment of probability weightings was made solely for purposes of the financial analysis conducted by Wedbush and the SteadyMed Shareholders are advised not to rely on such probabilities in light of the uncertainties surrounding the assumptions of each of the scenarios. The inclusion of the financial forecasts in this proxy statement should not be regarded as an indication that any of SteadyMed, Wedbush, United Therapeutics and Merger Sub or their respective affiliates, officers, directors, advisors or other representatives considered or consider the financial forecasts necessarily predictive of actual future events, and the financial forecasts should not be relied upon as such. None of SteadyMed, Wedbush, United Therapeutics, Merger Sub or their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the financial forecasts, and SteadyMed undertakes no obligation to update or otherwise revise or reconcile the financial forecasts to reflect circumstances existing after the date such financial forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial forecasts are shown to be in error. Neither SteadyMed, nor, to the knowledge of SteadyMed, United Therapeutics or Merger Sub, intends to make publicly available any update or other revisions to the financial forecasts. None of SteadyMed or its respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of SteadyMed compared to the information contained in the financial forecasts or that forecasted results will be achieved. SteadyMed has made no representation to United Therapeutics or Merger Sub, in the Merger Agreement or otherwise, concerning the financial forecasts.

        The financial forecasts were developed by SteadyMed on a standalone basis without giving effect to the Transaction and therefore the financial forecasts do not give effect to the Transaction or any changes to SteadyMed's operations or strategy that may be implemented after the consummation of the Transaction, including any costs incurred in connection with the Transaction. Furthermore, the financial forecasts do not take into account the effect of any failure of the Transaction to be completed and should not be viewed as accurate or continuing in that context.

        The financial projections set forth herein may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by SteadyMed may not be comparable to similarly titled amounts used by other companies.

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        In light of the foregoing factors and the uncertainties inherent in these projections, shareholders of SteadyMed are cautioned not to place undue, if any, reliance on these projections.

SteadyMed Projected Financial Information(1)

Scenario 1 Model

 
  2018E   2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E  
 
  (Dollars in millions)
 

Revenue

  $ 0   $ 2   $ 38   $ 120   $ 229   $ 298   $ 340   $ 375   $ 410   $ 443   $ 476  

EBITDA(2)

  $ (20 ) $ (24 ) $ (8 ) $ 46   $ 117   $ 161   $ 191   $ 217   $ 242   $ 267   $ 293  

EBIT

  $ (21 ) $ (25 ) $ (9 ) $ 45   $ 116   $ 160   $ 190   $ 215   $ 241   $ 266   $ 291  

Unlevered Free Cash Flow(3)

  $ (21 ) $ (34 ) $ (22 ) $ 10   $ 84   $ 114   $ 139   $ 158   $ 178   $ 197   $ 216  

Scenario 2 Model


 
  2018E   2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E  
 
  (Dollars in millions)
 

Revenue

  $ 0   $ 0   $ 21   $ 78   $ 190   $ 279   $ 331   $ 368   $ 404   $ 439   $ 472  

EBITDA(2)

  $ (20 ) $ (19 ) $ (18 ) $ 18   $ 92   $ 149   $ 186   $ 213   $ 239   $ 265   $ 290  

EBIT

  $ (21 ) $ (20 ) $ (20 ) $ 16   $ 90   $ 147   $ 184   $ 211   $ 237   $ 263   $ 289  

Unlevered Free Cash Flow(3)

  $ (21 ) $ (20 ) $ (34 ) $ (11 ) $ 53   $ 108   $ 134   $ 155   $ 175   $ 195   $ 215  

Scenario 3 Model


 
  2018E   2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E  
 
  (Dollars in millions)
 

Revenue

  $ 0   $ 0   $ 8   $ 43   $ 134   $ 243   $ 315   $ 358   $ 394   $ 430   $ 464  

EBITDA(2)

  $ (20 ) $ (14 ) $ (24 ) $ (1 ) $ 52   $ 125   $ 174   $ 205   $ 232   $ 259   $ 285  

EBIT

  $ (21 ) $ (15 ) $ (25 ) $ (3 ) $ 51   $ 123   $ 173   $ 204   $ 230   $ 257   $ 283  

Unlevered Free Cash Flow(3)

  $ (21 ) $ (14 ) $ (32 ) $ (23 ) $ 10   $ 101   $ 124   $ 149   $ 170   $ 190   $ 211  

Scenario 4 Model


 
  2018E   2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E  
 
  (Dollars in millions)
 

Revenue

  $ 0   $ 0   $ 4   $ 19   $ 84   $ 194   $ 291   $ 345   $ 384   $ 420   $ 456  

EBITDA(3)

  $ (20 ) $ (14 ) $ (19 ) $ (14 ) $ 20   $ 93   $ 158   $ 197   $ 225   $ 252   $ 279  

EBIT

  $ (21 ) $ (15 ) $ (20 ) $ (16 ) $ 19   $ 91   $ 157   $ 196   $ 223   $ 251   $ 278  

Unlevered Free Cash Flow(4)

  $ (21 ) $ (14 ) $ (18 ) $ (33 ) $ (9 ) $ 64   $ 115   $ 143   $ 164   $ 185   $ 199  

(1)
The projected financial data provided in these tables have not been updated to reflect SteadyMed's current views of its future financial performance, and should not be treated as guidance with respect to projected results for fiscal year 2018 or any other period.

(2)
EBITDA represents earnings before interest, taxes, and depreciation and amortization, and includes stock-based compensation, which is treated as a cash expense.

(3)
Terminal Unlevered Free Cash Flow, values for Scenario 1 Model, Scenario 2 Model, Scenario 3 Model and Scenario 4 Model are $288, $287, $281 and $275 respectively.

        The financial forecasts (a summary of which is reflected above) that were delivered to Wedbush do not take into account any capital raising activity by the Company to resolve its funding deficit. In addition to the financial forecasts, the Board authorized Wedbush's assumption, for purposes of its fairness opinion, that the Company would resolve its funding deficit (which management expected to

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range from $45.9 million to $64 million) by raising additional equity and debt capital on the following terms: (i) SteadyMed will raise enough capital ($55.0 to $80.0 million) to cover both the funding deficit for each case and expenses associated with the capital raise; (ii) 50% of the funding required would be through an equity raise at various prices ($2.50 per share to $7.00 per share, 7.00% underwriting or placement fee); and (iii) 50% of the funding required would be through a high-yield debt raise (1.00% fee, 10.25% interest rate, interest only with no prepayment penalty).

Financing of the Transaction

        The Transaction is not subject to a financing condition.

Interests of Our Directors and Executive Officers in the Transaction

        In considering the recommendation of the Board that the Company's shareholders vote to approve the Merger Proposal, shareholders should be aware that our directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of SteadyMed Shareholders generally. These interests, which may constitute personal interests under the ICL, include, but are not limited to, rights of our executive officers under employment agreements to severance payments and benefits in the event of qualifying terminations of employment in connection with or following the Transaction, the conversion of warrants held by directors of the Company and/or their affiliates in the merger into the right to receive cash pursuant to amendments such warrants, the potential employment of our executive officers following the Transaction with United Therapeutics or with one of its affiliates, the treatment pursuant to the Merger Agreement of outstanding Company stock options, restricted share units held by them, potential cash transaction bonuses, and their rights under the Merger Agreement to ongoing indemnification and insurance coverage. The members of the Board were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the Transaction and the Merger Agreement, and in recommending that the Company's shareholders approve the Merger Proposal. Please see "The Transaction—Background of the Transaction" "The Transaction—Recommendation of the Board; Reasons for the Transaction" beginning on page 46.

Severance

        Pursuant to their respective employment agreements, each of Jonathan M.N. Rigby and David W. Nassif, our Chief Executive Officer and Chief Financial Officer, respectively, are entitled to receive a severance payment upon the termination (other than on account of death or disability) of his employment without "Cause" or resignation for "Good Reason" (each as defined in the following paragraph), in each case, on or within 12 months after a "Change of Control" (as defined in his respective employment agreement) of the Company. The Transaction would constitute a Change of Control.

        "Cause" is defined in each employment agreement as (i) the executive's conviction of or plea of nolo contendere to any felony or any crime involving moral turpitude or dishonesty; (ii) the executive's gross misconduct in the performance of the executive's duties which is injurious to the Company; (iii) failure by the executive to substantially perform the executive's material duties other than a failure resulting from the executive's complete or partial incapacity due to physical or mental illness or impairment; (iv) a material breach of any material agreement between the executive and the Company concerning the terms and conditions of the executive's employment with the Company; (v) executive's willful violation of a material Company employment policy (including, without limitation, any insider trading policy); or (vi) Executive's willful commission of an act of fraud, breach of trust, or dishonesty including, without limitation, embezzlement, that results in material damage or harm to the business, financial condition, reputation or assets of the Company or any of its subsidiaries. "Good Reason" is defined as the executive's resignation within 30 days of any Company cure period following the

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occurrence of one or more of the following without the executive's consent: (i) a material reduction in the authority, duties or responsibilities of the executive; (ii) any material reduction in the executive's annual base salary; (iii) the relocation of the Company's facility to a location that results in an increase in the executive's one-way commute by more than 30 miles; or (iv) any material breach by the Company of the employment agreement with the executive.

        If Mr. Rigby or Mr. Nassif is terminated by the Company without Cause or terminates his employment for Good Reason on or within 12 months of the Effective Date, subject to the applicable individual signing and not revoking a separation agreement and release of claims with the Company in a form acceptable to the Company, the Company must: (i) pay the applicable individual a lump sum equal to one and one-half times the sum of his base salary, (ii) accelerate all unvested equity held by the applicable individual and (iii) reimburse the applicable individual's costs to purchase COBRA coverage (at his election).

        Quantification of Outstanding Equity Awards for Executive Officers and Directors

        The table below sets forth the value of equity awards held by the directors and executive officers of the Company that will vest as a result of the Transaction, based on each individual's unvested equity awards as of May 31, 2018.

Name
  Number of
Restricted
Share Units to
Vest
  Value of
Unvested
Restricted
Share Units(1)
  Number of
Option
Shares
  Value of
Unvested
Options
 

Executive Officers

                         

Jonathan M.N. Rigby

    41,605   $ 294,979     215,477   $ 788,636  

David W. Nassif

    22,158   $ 157,100     32,654   $ 127,497  

Non-Employee Directors

   
 
   
 
   
 
   
 
 

Keith Bank

            25,745   $ 82,758  

Stephen J. Farr

            25,745   $ 82,758  

Ron Ginor

            25,745   $ 82,758  

Donald D. Huffman

            25,745   $ 82,758  

Brian J. Stark

            25,745   $ 82,758  

Elizabeth Cermak

            25,745   $ 82,758  

Directors and executive officers as a group (8 persons)

    63,763   $ 452,079     402,601   $ 1,412,681  

(1)
Value calculated based on $7.09 per each restricted share unit, which, as provided in the Merger Agreement, will be cancelled and converted into the right to receive: the Closing Cash Consideration of $4.46 per ordinary share, and one CVR, assuming that the Milestone is achieved and the CVR Consideration of $2.63 is payable.

Treatment of Company Equity Awards

        Each outstanding In the Money Option will be cancelled and converted into the right to receive (i) a cash payment equal to (a) the excess of (1) the Closing Cash Consideration over (2) the per-share exercise price of such In the Money Option, multiplied by (b) the number of Company shares subject to such In the Money Option immediately prior to the Effective Time, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received and (ii) a number of CVRs equal to the number of Company shares subject to such In the Money Option immediately prior to the Effective Time. Each outstanding Out of the Money Option with an exercise price less than $7.09 per share will be cancelled and converted into the right to receive a contingent

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cash payment if the Milestone is achieved equal to (a) the amount by which the sum of (i) the Closing Cash Consideration and (ii) the CVR Consideration exceeds the per share exercise price of such Out of the Money Option, multiplied by (b) the number of Company shares subject to such Out of the Money Option immediately prior to the Effective Time. Each Out of the Money Option with a per-share exercise price equal to or greater than $7.09 will be cancelled at the Effective Time without any consideration payable therefor.

        Company restricted share unit awards outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive (1) the Closing Cash Consideration multiplied by the total number of shares subject to such restricted share unit immediately prior to the Effective Time, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVRs received and (2) a number of CVRs equal to the total number of shares subject to such restricted share unit immediately prior to the Effective Time.

        If the Transaction is completed before December 31, 2018, each warrant to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated July 29, 2016 (the "2016 Warrants") will be cancelled and converted into the right to receive a cash payment of $2.71 for each Company share subject to such warrant and each warrant to purchase SteadyMed ordinary shares issued pursuant to subscription agreements dated April 20, 2017 (the "2017 Warrants" and, together with the 2016 Warrants, the "Warrants") will be cancelled and converted into the right to receive a cash payment of $2.33 for each Company share subject to such warrant, in each case, without interest and less any applicable withholding taxes, and subject to the warrant amendments previously entered into by Messrs. Brian J. Stark, Keith Bank, Ron Ginor, each of whom is a director of the Company, and/or their affiliates, and the Company (the "Warrant Amendments").

        SteadyMed and all holders of the 2016 Warrants and 2017 Warrants have entered into the Warrant Amendments in substantially the form attached hereto as Annex C. Under the Warrant Amendments, in the event the Transaction is consummated by December 31, 2018, Section 5(d) of each of the 2016 Warrants and Section 5(c) of the 2017 Warrants will be null and void, such Warrants will not be assumed by United Therapeutics or Merger Sub, and instead the Warrants will be treated as described above. If SteadyMed, United Therapeutics or the Merger Sub agree to pay any holder of a 2016 Warrant or 2017 Warrant consideration that is greater, or more favorable in any material respect, than the consideration payable under the applicable Warrant Amendment, then the price payable under the Warrant Amendments or the terms of the Warrant Amendments will be automatically adjusted to give the holders thereof the benefit of such greater consideration and/or more favorable terms. The Warrant Amendments will terminate if the Transaction is not consummated by December 31, 2018.

        The following directors, either directly or indirectly through affiliates, hold warrants in the Company:

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        The form of Warrant Amendment was approved by the Audit Committee of the Board and by the Board on April 2, 2018. The Board noted that Mr. Stark, Mr. Bank and Dr. Ginor each may have a "Personal Interest" (as such term is defined under the ICL) in the Merger Proposal. Accordingly, all three left the Board meeting on April 2, 2018 during the discussion of the form of Warrant Amendment and did not vote on the approval of the form of Warrant Amendment.

Indemnification and Insurance

        The Merger Agreement provides that prior to the Effective Time, the Company will obtain a prepaid tail director' and officers' liability and fiduciary liability insurance policy with a claims period of at least 7 years for the directors and officers of the Company with respect to matters existing or occurring at or prior to the Effective Time, at a level of coverage at least as favorable as the current insurance policies for such persons, provided that the amount paid for such tail policy shall not exceed 300% of the Company's current premium.

Accelerated Retention Bonus

        In late 2017, the Company changed its annual bonus policy, including for executive officers other than Jonathan M.N. Rigby, the Chief Executive Officer, such that 50% of the annual bonus would be paid in the form of a retention bonus. The retention bonus was originally scheduled to be paid if the individual remained employed by the Company through certain dates (20% of the annual bonus was payable on June 30, 2018, and 30% of the annual bonus was payable on December 31, 2018). The June 30 payment is expected to be paid in accordance with these terms; however, the Board decided the payment scheduled to be made on December 31 will be paid instead as of the earlier of the Effective Date or December 31, 2018. The value to the executive officers (other than the Chief Executive Officer) of receiving the December payment on an accelerated basis is quantified below in "The Transaction—Interests of Our Directors and Executive Officers in the Transaction—Golden Parachute Compensation."

Golden Parachute Compensation

        This section sets forth the information required by Item 402(t) of Regulation S-K promulgated under the Securities Act regarding the compensation for each of our named executive officers that is based on or otherwise relates to the Transaction. This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

        The table below assumes that: (i) the Effective Time will occur on May 31, 2018; (ii) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer's employment agreement; (iii) the named executive officer's base salary rates will remain unchanged; (iv) no named executive officer receives any additional equity grants or exercises any Company Stock Option on or prior to the Effective Time; and (v) no named executive officer enters into new employment agreements or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would have vested pursuant to their terms, on or prior to the Effective Time, or the value of payments or benefits that are not based on or otherwise related to the Transaction. In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on the occurrence of both the Transaction as well as the named executive officer's termination of employment as being

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payable on a "double-trigger" basis and we refer to payments that are conditioned only upon the occurrence of the Transaction as being payable on a "single-trigger" basis. The individuals named below represent the named executive officers listed in our most recent annual proxy statement, filed on November 20, 2017; provided, however, that Peter Noymer, our former Executive Vice President and Chief Operating Officer whose employment terminated on December 31, 2017, is not listed as he is not entitled to receive any golden parachute compensation.

Name
  Cash
($)(2)
  Equity
($)(3)
  Perquisites/
Benefits ($)(4)
  Total ($)(5)  

Jonathan M. N. Rigby

  $ 646,800   $ 1,083,615   $ 57,600   $ 1,788,015  

David W. Nassif

  $ 481,898   $ 284,597   $ 56,250   $ 822,745  

(1)
The conditions under which each of these payments and benefits are to be provided are set forth in more detail above, as noted in more detail in the footnotes below.

(2)
The amounts listed in this column represent severance payments under each executive's employment agreement, as described in more detail above in the section entitled "Interests of Our Directors and Executive Officers in the Transaction—Severance" and, with respect to Mr. Nassif, an accelerated retention bonus of $42,210 described above in the section entitled, "Interests of Our Directors and Executive Officers in the Transaction—Accelerated Retention Bonus."

(3)
The amounts listed in this column represent the maximum payments with respect to unvested restricted stock units and unvested options held by the executives that will be paid out in the Transaction, assuming that the Milestone is achieved and the CVR Consideration is payable.

(4)
The amounts listed in this column represent the value of payment of the welfare plan premiums pursuant to the terms of each executive's employment agreement, as described in more detail above in the section entitled "Interests of Our Directors and Executive Officers in the Transaction—Severance."

(5)
The "single trigger" benefits (due upon the closing of the Transaction) are the accelerated retention bonuses referenced in footnote (2) and the equity-related payments referenced in footnote (3). The "double trigger" benefits represent the severance payments referenced in footnote (2) and the welfare plan premiums referenced in footnote (4). The totals of these amounts are as follows:
Name
  Single Trigger ($)   Double Trigger ($)  

Jonathan M. N. Rigby

  $ 1,083,615   $ 704,400  

David W. Nassif

  $ 326,807   $ 538,148  

Delisting and Deregistration of the Company's Ordinary Shares

        Following the Transaction, the Company's shares will be delisted from the Nasdaq Global Market, will be deregistered under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and will cease to be publicly traded.

Regulatory Approvals Required for the Transaction

        Antitrust Approvals.    The Company made certain filings pursuant to the HSR Act with the DOJ and the FTC. The Transaction cannot be completed until all applicable waiting periods under the HSR Act have expired or been terminated following the submission of complete filings with the DOJ and FTC. Under the provisions of the HSR Act applicable to the Transaction, the waiting period will expire at 11:59 p.m., Eastern Time, 30 calendar days following the filing of a Premerger Notification and Report Form by both the Parent and the Company with the FTC and Antitrust Division, unless such

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30th day is a Saturday, Sunday or other legal public holiday, in which case the waiting period will expire at 11:59 p.m., Eastern Time, on the next regular business day. Before such time, however, either the FTC or Antitrust Division may terminate the waiting period or extend the waiting period by issuing a Request for Additional Information (a "Second Request") to Parent and the Company. If a Second Request is made, the waiting period will expire at 11:59 p.m. Eastern Time, on the 30th calendar day after Parent or its affiliate certifies substantial compliance with such request, unless again otherwise extended by agreement or court order.

        On May 22, 2018 Parent and the Company each filed a Premerger Notification and Report Form with the FTC and the Antitrust Division for review in connection with the Transaction. Parent withdrew its HSR notification on June 15, 2018 and refiled its HSR notification on June 19, 2018. Therefore, the waiting period is scheduled to expire at 11:59 p.m., Eastern Time, on July 19, 2018.

Certain Material U.S. Federal Income Tax Considerations of the Transaction

        The following is a general discussion of certain material U.S. federal income tax considerations of the Transaction to holders of Company ordinary shares who receive cash and CVRs in exchange for their Company ordinary shares in the Transaction. The following discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to a holder of Company ordinary shares.

        As used in this discussion, the term "U.S. Holder" means a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (a) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (b) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes. A Non-U.S. Holder is a beneficial owner of our ordinary shares (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

        This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof, and the United States-Israel Income Tax Treaty (the "U.S.-Israel Tax Treaty"), all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, government organizations, certain former citizens or residents of the United States, persons who hold our ordinary shares as part of a "straddle," "hedge," "conversion transaction," "synthetic security" or integrated investment, persons that have a "functional currency" other than the U.S. dollar, accrual method taxpayers subject to special tax accounting rules under Section 451(b) of the Code, persons who do not hold their Company ordinary shares as capital assets within the meaning of Section 1221 of the Code for U.S. federal income tax purposes (generally shares held for investment), persons who acquire shares pursuant to the exercise of compensatory options or otherwise as compensation, persons that own directly, indirectly or through attribution 10% or more of the value or the voting power of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons holding shares that constitute "qualified small business stock" under Section 1202 of the Code or as "Section 1244 stock" under Section 1244 of the Code, persons who acquired shares in a transaction

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subject to the gain rollover provisions of Section 1045 of the Code, controlled foreign corporations, passive foreign investment companies, partnerships and other entities or arrangements classified as partnerships or disregarded entities for U.S. federal income tax purposes, S corporations or other pass-through entities (including hybrid entities), and investors in such entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences (other than certain Israeli tax considerations discussed in the following section) or any U.S. federal estate, gift or alternative minimum or Medicare contribution tax consequences. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

        We have not sought, and will not seek, any ruling from the U.S. Internal Revenue Service (the "IRS") or any opinion of counsel with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed herein or that any position taken by the IRS would not be sustained. In addition, our potential status as a passive foreign investment company for U.S. federal income tax purposes is uncertain. In general, this discussion assumes that we are not such a passive foreign investment company; however, we have included a discussion of the general consequences that might result if we were a passive foreign investment company at the end of this discussion.

        Please consult your own tax advisor concerning the consequences of the receipt of cash and CVRs for your Company ordinary shares in the Transaction based upon your particular circumstances, as well as any tax consequences that may arise under the laws of any state, local or certain non-U.S. taxing jurisdictions. In addition, significant change in U.S. federal income tax laws were recently enacted. You should also consult with your tax advisor with respect to such changes in U.S. tax law as well as potentially conforming changes in state tax laws.

Tax Consequences to U.S. Holders

        The receipt of the cash and CVRs by a U.S. Holder whose shares are converted into the right to receive the "Per Share Merger Consideration" (as defined in "Questions and Answers About the Transaction and the Meeting—The Transaction" beginning on page 3) in the Transaction will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. Holder recognizes, and the timing and potentially the character of a portion of such gain or loss, depends on the U.S. federal income tax treatment of the rights to receive the CVRs and whether we are a passive foreign investment company for U.S. federal income tax purposes, with respect to which there is substantial uncertainty. Except as outlined below, this discussion assumes that we are not a PFIC.

        The Per Share Merger Consideration consists of cash and CVRs. Although the CVRs represent a contingent right to be paid cash in the future, the installment method of reporting any gain attributable to the receipt of CVRs will not be available because Company ordinary shares are traded on an established securities market. If the CVRs have a reasonably ascertainable fair market value at the time of the Closing, then the deferral of gain recognition under the open transaction method is not available. It is the position of the IRS, as reflected in the regulations of the U.S. Treasury,that only in "rare and extraordinary cases" is the value of property so uncertain as to warrant "open transaction" treatment. While the CVRs are not expected to trade after they have been issued, we believe that the trading value of our ordinary shares immediately prior to the Closing will indicate a value for the CVRs thereby making open transaction treatment unavailable at the time of the Closing. Accordingly, we intend to take the position, and the following discussion assumes, that "closed-transaction" treatment is applicable to the Transaction for U.S. federal income tax purposes. There is no authority directly addressing whether contingent payment rights with characteristics similar to the CVRs should be taxed as "open transactions" or "closed transactions," and such question is inherently factual in nature. Accordingly, all shareholders are urged to consult with their tax advisors as to the proper

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characterization of the Transaction as a closed-transaction or an open-transaction for U.S. federal income tax purposes.

        A U.S. Holder generally should recognize gain or loss in the taxable year of the Transaction on the disposition of Company ordinary shares pursuant to the Transaction in an amount equal to the difference between (i) the cash received in the Transaction plus the fair market value of the CVRs received in the Transaction, and (ii) such U.S. Holder's adjusted tax basis in such shares. For this purpose, a U.S. Holder must calculate gain or loss separately for each identifiable block of Company ordinary shares (i.e., shares acquired at the same time for the same price) that the holder surrenders in the Transaction. Subject to the application of the rules concerning PFICs discussed below, any gain or loss recognized by a U.S. Holder on a taxable disposition of Company ordinary shares generally should be capital gain or loss and should be long-term capital gain or loss if the holder's holding period in such shares exceeds one (1) year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations.

        A U.S. Holder should have an initial tax basis in the CVRs received equal to the fair market value of the CVRs at the Closing.

        There is no direct authority with respect to the U.S. federal income tax treatment of payments similar to a payment in respect of the CVRs. You should therefore consult your own tax advisor as to the tax consequences of such a payment. We believe that a portion of each payment with respect to each CVR should constitute imputed interest taxable as ordinary income under Section 483 of the Code. While not free from doubt, subject to the application of the rules concerning PFICs, discussed below, the balance of any such payment should be capital gain to the extent the balance of such payment exceeds the holder's basis in the CVR (which is the fair market value of the CVR as of the Closing). The capital gain should be classified as long-term or short-term based on the CVR holder's holding period in our ordinary shares at the time of Closing. The imputed interest amount will equal the excess of the amount received over its present value at the Closing of the Transaction calculated using the applicable federal rate as the discount rate. If no payments are ultimately received with respect to the CVRs (or if the balance of the payment after deducting the imputed interest portion of the payment) is less than the CVR holder's adjusted tax basis in the CVR, subject to the application of the rules concerning PFICs, discussed below, a CVR holder should have a capital loss equal to its adjusted tax basis in the CVR (the excess of its adjusted tax basis over the balance of the payment). The capital loss should be classified as long-term or short-term based on the CVR holder's holding period in our ordinary shares at the time of the Closing.

        Due to the legal and factual uncertainty regarding the valuation and tax treatment of the CVRs, you are urged to consult your tax advisors concerning the tax consequences resulting from the receipt of the CVRs in the Transaction and from any payment (or non-payment) with respect to the CVRs.

        In general, information reporting requirements will apply to the proceeds received on the disposition of Company ordinary shares effected within the United States (and, in certain cases, outside the United States), in each case, other than with respect to U.S. Holders that are exempt recipients (such as certain corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an

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IRS Form W-9 provided to the paying agent or the U.S. Holder's broker) or is otherwise subject to backup withholding.

        Tax information provided to a U.S. Holder and the IRS on Form 1099-B for the year of the Transaction may reflect only the cash amounts paid to the U.S. Holder on the Transaction and not the fair market value of the U.S. Holder's interest in the CVRs, which represent the right to the CVR Consideration. Accordingly, a U.S. Holder that treats the Transaction as a "closed transaction" for U.S. federal income tax purposes may receive a Form 1099-B reporting an amount received that is less than the amount such U.S. Holder will realize in the year of the Transaction. In addition, any Form 1099-B a U.S. Holder receives with respect to CVR Consideration may reflect the entire amount of the CVR Consideration paid to the U.S. Holder (except imputed interest) and therefore may not take into account the fact that the U.S. Holder already included the value of the CVR Consideration in such U.S. Holder's amount realized in the year of the Transaction. As a result, U.S. Holders reporting under this method should not rely on the amounts reported to them on Forms 1099-B with respect to the Transaction. U.S. Holders are urged to consult their tax advisors regarding how to accurately report their income.

        In the event of backup withholding you should consult your tax advisor to determine if you are entitled to any tax credit, tax refund or other tax benefit as a result of such backup withholding.

        In general, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (1) at least 75% of its gross income is "passive income" (the "PFIC income test") or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income (the "PFIC asset test"). Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

        As noted above, we do not believe that we are currently a PFIC. However, the determination of whether we are a PFIC for a taxable year is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules which are subject to different interpretations, and generally cannot be determined until the close of the taxable year in question. For example,, because our income to date consists principally of passive income, we may be a PFIC under the PFIC income test. In addition, because we hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our ordinary shares, which fluctuates considerably, we may be a PFIC under the PFIC asset test. As a result, no assurance can be provided that we have or have not been classified as a PFIC for any prior taxable year or whether we will be classified as a PFIC for the current taxable year. Accordingly, we are providing the following information for U.S. Holders who will recognize a gain with respect to one or more of their blocks of Company ordinary shares.

        If we are a PFIC in any taxable year during which a U.S. Holder owns our ordinary shares, the U.S. Holder could be liable for additional taxes and interest charges under the "PFIC excess distribution regime" upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder's holding period for the ordinary shares, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of the ordinary shares, whether or not we continue to be a PFIC.

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Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder's holding period for our ordinary shares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we became a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.

        If we are a PFIC for any year during which a U.S. Holder holds our ordinary shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds the ordinary shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a "deemed sale" election with respect to the ordinary shares. If the election is made, the U.S. Holder will be deemed to sell the ordinary shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder's ordinary shares would not be treated as shares of a PFIC unless we subsequently become a PFIC.

        If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our ordinary shares if such U.S. Holder makes a valid "mark-to-market" election for our ordinary shares. A mark-to-market election is available to a U.S. Holder only for "marketable stock." Our ordinary shares will be marketable stock as long as they remain listed on the Nasdaq and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our ordinary shares held at the end of such taxable year over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder's tax basis in our ordinary shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.

        A mark-to-market election will not apply to our ordinary shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC.

        The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder made a valid qualified electing fund ("QEF") election. Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.

        The U.S. federal income tax rules relating to PFICs are very complex. Holders of Company ordinary shares are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the ownership and disposition of our ordinary shares, any elections available with respect to the ordinary shares and the IRS information reporting obligations with respect to the ownership and disposition of ordinary shares of a PFIC.

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Tax Consequences to Non-U.S. Holders

        Subject to compliance with backup withholding requirements, any gain realized by a Non-U.S. Holder (other than any amount that is characterized as imputed interest as described above) upon the disposition of Company ordinary shares pursuant to the Transaction generally will not be subject to U.S. federal income tax unless:

        We believe that we currently are not, and do not anticipate becoming, a USRPHC, but this conclusion is a factual determination and thus may be subject to change. Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus any of its other assets used or held for use in a trade or business. If we were treated as a USRHPC during the relevant period described in the third bullet point above, any taxable gain recognized by a Non-U.S. Holder on the exchange generally will, except as described in the next sentence, be taxed in the same manner as gain that is effectively connected with the conduct of a trade or business in the United States, except that the "branch profits" tax will not apply. However, pursuant to an exception for certain interests in publicly traded corporations, even if we were a USPRHC within the applicable period, a holder's shares of Company ordinary shares will not constitute a U.S. real property interest unless such holder's shares of Company ordinary shares (including shares of Company ordinary shares that are attributed to such holder under the attribution rules of section 318 of the Code, as modified by section 897(c)(6)(C) of the Code) represent more than 5% of the Company ordinary shares at any time during the shorter of the period that the holder owned the Company ordinary shares and the five-year period ending on the date of the exchange, provided that Company ordinary shares are regularly traded on an established securities market under applicable U.S. Treasury regulations. We believe that our ordinary shares will satisfy such requirements, but this cannot be assured. A Non-U.S. Holder should consult its own tax advisor regarding the potential tax consequences if Company ordinary shares are treated as a U.S. real property interest, if Company ordinary shares are not treated as regularly traded on an established securities market and if the Non-U.S. Holder's particular circumstances or situation could provide for different consequences from those described above.

        A Non-U.S. Holder will not be subject to U.S. backup withholding on payments other than imputed interest if it provides a certification of exempt status (generally on an IRS Form W-8). In the

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event of backup withholding you should consult your tax advisor to determine if you are entitled to any tax credit, tax refund or other tax benefit as a result of such backup withholding.

        A Non-U.S. Holder will generally not be subject to U.S. federal income tax on imputed interest if the imputed interest is not effectively connected with the conduct of the Non-U.S. Holder of a trade or business in the United States (or, if an applicable treaty so provides, is attributable to a permanent establishment maintained by that Non-U.S. Holder in the United States). Notwithstanding the foregoing, payments of imputed interest made to the Non-U.S. Holder could be subject to a 30% U.S. federal withholding tax unless (i) the imputed interest is determined to be from sources outside of the United States, (ii) the Non-U.S. Holder qualifies for a reduced rate of withholding or is able to claim a valid exemption under a tax treaty (generally, by providing an IRS Form W-8BEN or W-8BEN-E or applicable successor form claiming treaty benefits), or (iii) the Non-U.S. Holder establishes that such imputed interest is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (generally, by providing an IRS Form W-8ECI or applicable successor form). To the extent that such imputed interest is effectively connected with the Non-U.S. Holder's conduct of a U.S. trade or business (and, in the case of certain tax treaties, is attributable to a permanent establishment within the United States), the Non-U.S. Holder will be subject to U.S. federal income tax on such interest on a net basis at regular graduated U.S. federal income tax rates and, if it is a foreign corporation for U.S. federal income tax purposes, may also be subject to an additional 30% U.S. branch profits tax (or lower applicable treaty rate), as adjusted for certain items.

Certain Material Israeli Tax Considerations

        The following is a summary discussion of the material Israeli income tax considerations in connection with the disposition of Company ordinary shares and warrants. The following summary is included for general information purposes only, is based upon current Israeli tax law and should not be conceived as tax advice to any particular holder of Company ordinary shares or warrants. No assurance can be given that the analysis made and the views contained in this summary will be upheld by the Israel Tax Authority ("ITA"), nor that new or future legislation, regulations or interpretations will not significantly change the tax considerations described below, and any such change may apply retroactively. This summary applies only to Company holders of ordinary shares and warrants who received their shares and warrants as investors and not as compensation for employment or the provision of services (except for ordinary shares which were issued pursuant to an employee equity plan and which qualify for the preferred tax treatment pursuant to Section 102 of the Israeli Income Tax Ordinance). Further, this summary does not address the tax consequences of a permitted transfer of CVRs as described in "Characteristics of the CVRs; Restrictions on Transfer". This summary does not discuss all material aspects of Israeli tax consequences that may apply to particular holders of Company ordinary shares or warrants in light of their particular circumstances, such as investors subject to special tax rules or other investors referred to below. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax considerations.

        Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of capital assets located in Israel, including shares or warrants of Israeli companies by non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder's or warrant holder's country of residence provides otherwise. Israeli law distinguishes between real capital gain and inflationary surplus. Please consult with your own tax advisor as to the method you should use to determine the inflationary surplus. The real capital gain is the excess of the total capital gain over the inflationary surplus.

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        In determining the capital gains subject to Israeli tax on the sale of Company ordinary shares or warrants, the CVR should be taken into account as part of the consideration received even though it is a contingent consideration, unless the ITA determines otherwise in the Withholding Tax Ruling (as defined below) or in any particular approval that a particular holder of Company ordinary shares obtains from the ITA. In draft guidance published by the ITA, it takes the position that the tax event in connection with the sale of shares or warrants of Israeli companies occurs on the date the definitive agreement regarding the transaction is signed and all consideration (including contingent consideration such as CVRs) is to be reported as of such date.

        Generally, the tax rate applicable to real capital gains derived from the sale of Company ordinary shares or warrants is 25% for Israeli individuals, unless such shareholder claims a deduction for interest and linkage differences expenses in connection with such shares or warrants, in which case the gain will generally be taxed at a rate of 30%. Additionally, if such holder of Company ordinary shares or warrants is considered a "significant shareholder" at the time of the sale or at any time during the 12-month period preceding such sale, the tax rate will be 30%. A "significant shareholder" is defined as a person who holds, directly or indirectly, including together with others, at least 10% of any means of control in the company (including, among other things, the right to receive profits of the company, voting rights, the right to receive the company's liquidation proceeds and the right to appoint a director). Certain attribution rules apply in determining a status of a "significant shareholder" including with respect to holders of shares or warrants who are relatives, or holders who are not relatives but who have an agreement regarding regular direct or indirect cooperation on substantive matters relating to the Company. Israeli companies are subject to the corporate tax rate on real capital gains derived from the sale of Company ordinary shares or warrants at the rate of 23%. Individual and corporate shareholder dealing or trading in securities in Israel are taxed at the tax rates applicable to "business income": currently, 23% for corporations and a marginal tax rate of up to 47% for individuals, plus an additional tax of 3%, which is imposed on individuals whose annual taxable income exceeds a certain threshold (NIS 641,880 for 2018). For ordinary shares which were issued pursuant to an employee equity plan and which qualify for the preferred tax treatment pursuant to Section 102(b)(2) and 102(b)(3) of the Israeli Income Tax Ordinance and which are held by a third party trustee, will be subject to tax in accordance with Section 102 of the Israeli Income Tax Ordinance and any tax ruling obtained by the Company within the scope of the transaction.

        Non-Israeli residents (corporate and non-corporate) are generally exempt from Israeli capital gains tax on any gains derived from the sale, exchange or disposition of warrants or shares of Israeli companies that are publicly traded on a recognized stock exchange outside of Israel, provided, that, among other things, (i) such shareholders did not acquire their shares prior to the company's initial public offering, (ii) the gains were not derived from a permanent establishment of such shareholders in Israel, (iii) the ordinary shares or warrants were not purchased from a related party or by way of certain tax-free reorganizations and (iv) the ordinary shares or warrants are not traded on an Israeli stock exchange on the date of sale. However, shareholders and holders of warrants that are non-Israeli entities will not be entitled to the foregoing tax exemptions if Israeli residents hold an interest of more than 25% in such non-Israeli entities or are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli entity, whether directly or indirectly. These exemptions are also not applicable to a person whose gains from selling or otherwise disposing of the shares or warrants are deemed to be business income.

        In addition, a sale of Company ordinary shares and warrants may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, pursuant to the Convention

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between the Government of the United States of America and the Government of Israel with respect to Taxes on Income, as amended, (the "U.S.-Israel Tax Treaty"), capital gains arising from the sale, exchange or disposition of ordinary shares and warrants by a person who qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty, holds the shares as a capital asset and is entitled to claim the benefits afforded to such person by the U.S.-Israel Tax Treaty generally will not be subject to the Israeli capital gains tax unless (i) such person holds, directly or indirectly, shares representing 10% or more of Company's voting power during any part of the 12-month period preceding such sale, exchange or disposition, subject to particular conditions, (ii) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment of the shareholder in Israel or (iii) such person is an individual and was present in Israel for a period or periods of 183 days or more in the aggregate during the relevant tax year. In any such case, the sale, exchange or disposition of such shares and warrants would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, a resident of the United States would generally be permitted to claim a credit for the tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. Eligibility to benefit from tax treaties is conditioned upon the holder of Company ordinary shares and warrants presenting a Valid Certificate (as defined below) prior to the applicable payment for such shares and warrants.

        Payment of consideration to holders of Company ordinary shares or warrants in the form of cash or CVRs is subject to withholding of Israeli tax at source. Withholding tax on the amount of consideration paid upon the sale of Company ordinary shares is generally 25% for individuals and 23% for corporations, in each case from the real capital gain realized on the sale, if known, and otherwise from the gross consideration. Withholding tax on the amount of consideration paid upon the sale of Company warrants is 30% from gross consideration.

        A reduced rate of, or an exemption from, Israeli withholding tax is available to holders of Company ordinary shares or warrants that provide a valid withholding certificate issued by the ITA providing for a reduced withholding rate, withholding exemption or other provisions with respect to withholding of Israeli tax (a "Valid Certificate"). In addition, United Therapeutics has filed with the ITA an application for a ruling (the "Withholding Tax Ruling") to provide, among other things, that no Israeli withholding tax would be applicable to a holder of Company ordinary shares or warrants who provides the required information set forth in the ruling, certifies that it is a non-Israeli resident and has no connection to Israel as set forth in such ruling, and certifies that it satisfies other conditions set forth in the ruling (e.g., it does not hold more than a certain percentage in the Company's shares or equity rights, and that it purchased its shares or warrants after the Company's initial public offering). Any payment to a holder of Company shares or warrants that fails to provide the required documentation as set forth in the Withholding Tax Ruling, and does not present a Valid Certificate, will be made subject to withholding of Israeli tax at the Israeli applicable withholding rate.

        Following the sale of securities traded on a stock exchange, a detailed return, including a computation of the tax due, must be filed and an advance payment of the tax due must be paid on January 31 and June 30 of every tax year in respect of sales of securities made within the previous six months. However, if all tax due was withheld at source according to applicable provisions of Israeli legislation, then the aforementioned return need not be filed and no advance payment must be made. A capital gains report in connection with the sale of the Company warrants should be filed with the ITA within 30 days of the sale date of the warrants. Capital gain is also reportable on the annual income tax return.

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        Individuals who are subject to tax in Israel are also subject to an additional surtax at a rate of 3% on annual income exceeding a certain threshold (NIS 641,880 for 2018).

Tax Considerations in Other Jurisdictions

        Depending on the country in which a Company shareholder is resident, the Transaction may be a taxable event to such shareholder under such country's tax laws. We encourage all shareholders to consult their tax advisors regarding the applicable tax considerations of the Transaction.

The Voting Agreements

        On April 29, 2018, United Therapeutics and certain shareholders of the Company holding approximately 43.3% of the Company's ordinary shares, entered into voting agreements (the "Voting Agreements"). The Voting Agreements place certain restrictions on the transfer of the shares of SteadyMed held by the shareholder parties thereto and include covenants of such shareholders to vote such shares in favor of the Merger Proposal and against any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Transaction.

        Each of the shareholder parties to the Voting Agreements has a Personal Interest in the Merger Proposal; as a result their votes will not be counted for purposes of determining whether the Special Merger Approval has been obtained.

        Each Voting Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) any amendment to the Merger Agreement that modifies the amount, form or timing of payment of the merger consideration in a manner adverse to the shareholders or (iv) the mutual agreement of the parties to such Voting Agreement.

        A copy of the form of the Voting Agreement is attached to this proxy statement as Annex E and is incorporated by reference into this proxy statement. We encourage you to carefully read the form of the Voting Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Voting Agreement and not by this summary or any other information contained in this proxy statement.

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THE AGREEMENT AND PLAN OF MERGER

        The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to carefully read the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

        The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about the Company or United Therapeutics or to modify or supplement any factual disclosures about the Company or United Therapeutics in their respective public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or United Therapeutics. The Merger Agreement contains representations and warranties by and covenants of the Company, United Therapeutics and Merger Sub, and they were made only for purposes of that Merger Agreement and as of the specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications and other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts or being made for other purposes, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The representations, warranties and covenants in the Merger Agreement and any descriptions thereof should be read in conjunction with the disclosures in the Company's or United Therapeutics' respective periodic and current reports, proxy statements and other documents filed with the SEC. See "Where You Can Find More Information" beginning on page 110.

The Transaction; Articles of Association; Memorandum of Association; Directors and Officers

        The Merger Agreement provides that Merger Sub, an Israeli corporation and wholly-owned subsidiary of United Therapeutics, will be merged with and into the Company. The Company will be the surviving corporation in the Transaction and continue its corporate existence and will become a wholly-owned subsidiary of United Therapeutics. The Company will continue to be governed by the Laws of the State of Israel and will succeed to and assume all of the rights, properties and obligations of Merger Sub and the Company in accordance with the provisions of Sections 314-327 of the Companies Law and of the Merger Regulations. Immediately following the Effective Time, the articles of association of the Company, as in effect immediately prior to the Effective Time, will thereafter be the articles of association of the Surviving Company.

        From and after the Effective Time, the directors and officers of Merger Sub at the Effective Time will be the directors and officers of the Surviving Company.

Effective Time

        The closing of the Transaction will take place at 10:00 a.m., Israeli time, on the second business day (excluding Friday as a business day for this purpose) following the satisfaction or waiver of the

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conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the closing, but subject to the satisfaction or waiver of those conditions), or at such place or such other time or date as will be agreed in writing between the Company and United Therapeutics.

        The Company and Merger Sub will request that the Israeli Companies and Partnerships Registrar (the "Companies Registrar") declare the Transaction effective and issue a certificate evidencing the Transaction in accordance with Section 323(5) of the Companies Law on the closing date upon receipt of notice that the closing has occurred. The Transaction will be effective upon the issuance by the Companies Registrar of the certificate of merger.

Merger Consideration

        At the Effective Time, each Company share that is issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of the Company or owned by United Therapeutics or any direct or indirect wholly-owned subsidiary of the Company or of United Therapeutics, which shares will be cancelled) will be converted into the right to receive (i) the Closing Cash Consideration), without interest and less any applicable withholding taxes and (ii) one CVR which represents the right to receive $2.63 in cash, without interest, less any applicable withholding taxes, upon the achievement of a specified milestone relating to the commercialization of the Company's Trevyent® product (the "CVR Consideration" and, together with the Closing Cash Consideration, the "Per Share Merger Consideration"). See "The Contingent Value Rights Agreement—Milestone" beginning on page 94 for the definition of the milestone.

        Each Merger Sub ordinary share that is issued and outstanding immediately prior to the Effective Time will be cancelled, and no cash or other consideration will be delivered in exchange therefor.

Treatment of Company Equity Awards

        Company Stock Options.    Each outstanding In the Money Option, will be cancelled and converted into the right to receive (i) a cash payment equal to (a) the excess of (1) the Closing Cash Consideration over (2) the per-share exercise price of such In the Money Option, multiplied by (b) the number of Company shares subject to such In the Money Option immediately prior to the Effective Time, without interest and less any applicable withholding taxes and (ii) a number of CVRs equal to the number of Company shares subject to such In the Money Option immediately prior to the Effective Time. Each outstanding Out of the Money Option with an exercise price less than $7.09 per share will be cancelled and converted into the right to receive a contingent cash payment if the Milestone is achieved equal to (a) the amount by which the sum of (i) the Closing Cash Consideration and (ii) the CVR Consideration exceeds the per share exercise price of such Out of the Money Option, multiplied by (b) the number of Company shares subject to such Out of the Money Option immediately prior to the Effective Time. Each Out of the Money Option with a per-share exercise price equal to or greater than $7.09 will be cancelled at the Effective Time without any consideration payable therefor.

        Company Restricted Share Units.    Each outstanding Company restricted share unit, whether or not vested, will be cancelled and converted into the right to receive (i) the Closing Cash Consideration multiplied by the number of Company shares subject to such restricted share unit immediately prior to the Effective Time, without interest and less any applicable withholding taxes and (ii) a number of CVRs equal to the number of Company shares subject to such restricted share unit immediately prior to the Effective Time.

        Company Warrants.    If the Transaction is completed before December 31, 2018, each outstanding 2016 Warrant, will be cancelled and converted into the right to receive a cash payment of $2.71 for each Company share subject to such warrant and each outstanding 2017 Warrant will be cancelled and converted into the right to receive a cash payment of $2.33 for each Company share subject to such

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warrant, in each case without interest and less any applicable withholding taxes, and subject to the Warrant Amendments.

        Under the Warrant Amendments, in the event the Transaction is consummated by December 31, 2018, Section 5(c) of each of the 2016 Warrants and 2017 Warrants will be null and void, such Warrants will not be assumed by United Therapeutics or Merger Sub, and instead the Warrants will be treated as described above. If SteadyMed, United Therapeutics or the Merger Sub agree to pay any holder of a 2016 Warrant or 2017 Warrant consideration that is greater than, or on terms more favorable in any material respect, the consideration payable under the applicable Warrant Amendment, then the price payable under the Warrant Amendments, or the terms of the Warrant Amendments, will be automatically adjusted to give the warrant holders the benefit of such greater consideration and/or more favorable terms. The Warrant Amendments will terminate if the Transaction is not consummated by December 31, 2018.

Payment Procedures

        At the closing, United Therapeutics will deposit funds with a paying agent, which may use a local Israeli sub-paying agent, in an amount necessary for the payment of the aggregate Per Share Merger Consideration (excluding funds related to any CVR unless and until such deposit is required pursuant to the terms of the form of CVR Agreement"), provided that any payment made by the paying agent with respect to Shares held by the 102 Trustee shall be transferred to the 102 Trustee for further processing.

        Promptly following the Effective Time, the paying agent will mail to each holder of record (as of immediately prior to the Effective Time) of (i) certificates representing Company shares or (ii) uncertificated shares, the following: a letter of transmittal, a tax declaration and/or "Valid Tax Certificate" (as defined in the Merger Agreement) and instructions for surrendering such certificates and uncertificated shares.

        Upon surrender of any certificate to the paying agent, together with a properly completed letter of transmittal and such other documents as the paying agent or United Therapeutics may reasonably require (including the tax declaration and/or Valid Tax Certificate), the holder of the certificate will be entitled to receive the Closing Cash Consideration for each such share, without interest and subject to any applicable withholding taxes.

        The Merger Agreement provides for a process for any shareholder whose certificate has been lost, stolen or destroyed to facilitate payment to that holder.

        Any holder of Company shares in book-entry form must deliver to the paying agent an executed letter of transmittal and such other documents as the paying agent or United Therapeutics may reasonably require (including the tax declaration and/or Valid Tax Certificate), but is not required to deliver a certificate. Upon receipt of such documents, those holders will be entitled to receive the Closing Cash Consideration for such shares, without interest and subject to any applicable withholding taxes.

        Any cash deposited with the paying agent that remains unclaimed for six months after the Effective Time will be delivered to the Surviving Company, and any holders of Company shares who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Company for payment of the Per Share Merger Consideration, without interest.

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Representations and Warranties

        The Merger Agreement contains customary representations and warranties made by the Company that are subject, in some cases, to specific exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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        The Merger Agreement also contains customary representations and warranties made by United Therapeutics and Merger Sub that are subject to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties relate to, among other things:

        Many of the representations and warranties in the Merger Agreement made by the Company are qualified by a "materiality" or "material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect). For purposes of the Merger Agreement, a "material adverse effect" with respect to the Company means any development, change, event, circumstance, occurrence or state of facts that, when taken individually or together with all other adverse changes or effects, (i) is or would reasonably be expected to be materially adverse to the financial condition, properties, assets (including intangible assets) and liabilities, business, capitalization, operations or results of operations of the Company and its subsidiaries, taken as a whole or (ii) materially impairs or would reasonably be expected to materially impair the ability of the Company to consummate the Transaction or perform its obligations under the Merger Agreement, or prevents or materially delays the Transaction; provided, that in the case of clause (i) only, any development, change, event, circumstance, occurrence or state of facts attributable to any of the following will not constitute, and will not be taken into account in determining whether there has been, a material adverse effect:

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Covenants Relating to Conduct of Business Pending the Closing

        Under the Merger Agreement, the Company agreed that, subject to certain exceptions in the Merger Agreement and the disclosure schedule delivered by the Company in connection with the Merger Agreement, between the date of the Merger Agreement and the earlier of the termination of the Merger Agreement and the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve intact its current business organization, preserve its assets, rights and properties in good repair and condition, keep available the services of its current officers, employees and consultants and preserve its goodwill and relationships with suppliers, licensors, licensees, distributors and others having business dealings with them.

        In addition, subject to certain exceptions set forth in the Merger Agreement and the disclosure schedule, the Company agreed not to and agreed not to permit any of its subsidiaries to:

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Non-Solicitation; Acquisition Proposals; Change in Recommendations

        Subject to certain exceptions described below, the Company has agreed to non-solicitation obligations with respect to alternative acquisition proposals. The Merger Agreement requires the Company to immediately cease and cause to be terminated all existing discussions and negotiations with respect to any acquisition proposal or potential acquisition proposal and immediately terminate all physical and electronic data room access previously granted with respect to any acquisition proposal, in

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each case, except under certain circumstances described below. The Merger Agreement further provides that except in certain circumstances described below, neither the Company, its subsidiaries nor any of their respective directors, officers or representatives will directly or indirectly solicit, initiate, endorse or knowingly encourage or knowingly facilitate any acquisition proposal or any inquiry, proposal or offer that is reasonably likely to lead to any acquisition proposal, or the making or consummation of any acquisition proposal. The Company has agreed that, except to inform a person of the existence of the Company's non-solicitation obligations, it will not enter into, continue, or otherwise participate in any discussions or negotiations, or furnish any information, regarding any acquisition proposal, except in certain circumstances described below.

        Notwithstanding the requirements set forth above, if the Company receives a bona fide written acquisition proposal (not solicited in violation of the Merger Agreement) that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or would reasonably be expected to lead to a superior proposal, it may furnish information to, and participate in discussions and negotiations with, the person who made such acquisition proposal, if the Board determines in good faith (after consultation with outside counsel) that the failure to take such actions would be inconsistent with the directors' fiduciary duties under applicable law.

        The Company must notify United Therapeutics promptly (and in any event within 48 hours) after receipt of any indication by any person that it is considering making an acquisition proposal, any inquiry related to an acquisition proposal, or any proposal or offer that is or is reasonably likely to lead to an acquisition proposal. The Company has agreed to keep United Therapeutics informed, on a timely basis, of the status and details of any such proposals or offers (including any amendments thereto) and any material changes thereto.

        The term "acquisition proposal" means any proposal or offer with respect to any direct or indirect acquisition or purchase, in one transaction or a series of related transactions, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, share acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (i) assets or businesses of the Company and its subsidiaries generating 15% or more of the Company's and its subsidiaries' net revenues or net income or representing 15% or more of the total assets of the Company and its subsidiaries, or (ii) 15% or more of any class of share capital, other equity securities or voting power of the Company or any of its subsidiaries or any resulting parent company of the Company (other than the Transaction and other transaction contemplated by the Merger Agreement).

        The Merger Agreement prohibits our Board and any committee thereof from (i) withdrawing (or modifying or qualifying in any manner adverse to United Therapeutics) the recommendation that the Company's shareholders should vote to approve the Merger Proposal (ii) recommending (or otherwise declaring advisable) the Company's shareholders approve any acquisition proposal or causing the Company or any subsidiary to enter into any agreement that constitutes, is related or intended to, or is reasonably likely to lead to, an acquisition proposal, or entering into any such agreement. If any acquisition proposal structured as a tender offer or exchange offer for outstanding Company shares is commenced, the Company has agreed that it will recommend against acceptance of such offer by the Company's shareholders.

        Notwithstanding the restrictions described above, if, prior to obtaining shareholder approval of the Merger Proposal, the Company receives a bona fide acquisition proposal (not solicited in violation of the Merger Agreement) and the Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, that (i) such acquisition proposal constitutes a superior proposal, and (ii) failure to take such action would be inconsistent with the directors' fiduciary duties under

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applicable law, the Board may make a Company adverse recommendation change with respect to the Merger Proposal or cause the Company to terminate the Merger Agreement and enter into an agreement regarding such superior proposal (and pay the termination fee to United Therapeutics). See "Transaction Expenses; Termination Fees—Company Termination Fee" beginning on page 91. Similarly, notwithstanding the restrictions in the non-solicitation provision, if, prior to obtaining shareholder approval of the Merger Proposal, a change in circumstance occurs and the Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with the directors' fiduciary duties under applicable law, the Board may make a Company adverse recommendation change with respect to the Merger Proposal, provided that certain conditions are met.

        The ability of the Board to make a Company adverse recommendation change or terminate the Merger Agreement as contemplated above is subject to the Company's compliance with the provisions of the Merger Agreement that it first:

        The term "superior proposal" is defined in the Merger Agreement to mean any unsolicited bona fide written acquisition proposal that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all financial, legal, regulatory and other aspects of the acquisition proposal and the person making the acquisition proposal, is (i) more favorable to the Company's shareholders (in their capacity as such) from a financial point of view than the Transaction and other transactions contemplated by the Merger Agreement (including any changes to the Merger Agreement proposed by United Therapeutics in response to such proposal) and (ii) reasonably likely to be completed in accordance with its terms (provided that for the purpose of this definition, references to "15% or more" in the definition of acquisition proposal are deemed to be references to "50%").

        The term "change in circumstance" is defined in the Merger Agreement to mean any material event or development or material change in circumstances with respect to the Company that was not known or reasonably foreseeable to the Board as of or prior to the date of the Merger Agreement and that becomes known to the Board prior to shareholder approval of the Merger Proposal, and does not relate to (i) an acquisition proposal or (b) any fluctuation in the market price or trading volume of

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Company shares, in and of itself (provided that any rulings by the U.S. Food and Drug Administration ("FDA") or other governmental entities regarding applications that were or will be made by the Company before closing are deemed reasonably foreseeable and will not constitute a change in circumstance).

Shareholder Meeting

        The Company has agreed to call a meeting of its shareholders to be held as promptly as practicable, in compliance with the applicable provisions of the ICL. The Company must use its commercially reasonable efforts to solicit proxies in favor of the Merger Proposal. Unless required by law, the Company may postpone or adjourn the shareholders meeting for a limited amount of time only (i) with the consent of United Therapeutics, (ii) for the absence of a quorum, to allow additional solicitation of votes in order to obtain the requisite shareholder approval, or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board has determined in good faith (after consultation with outside legal counsel) is necessary under applicable law.

        The Company has also agreed that the Board will recommend to the Company's shareholders the approval of the Merger Proposal, subject to the provisions of the Merger Agreement. See "The Agreement and Plan of Merger—Non-Solicitation; Acquisition Proposals; Change in Recommendations" beginning on page 82.

        In the event that United Therapeutics or any person listed in Section 320(c) of the Companies Law casts any votes in respect of the Transaction, United Therapeutics must disclose to the Company its interest in the Company shares so voted.

Indemnification and Insurance

        The Merger Agreement provides that the rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current or former directors and officers of the Company acting in such capacities will be assumed by the Surviving Company and will survive the Transaction and continue in full force and effect.

        Prior to the Effective Time, the Company will, and, if the Company is unable to, United Therapeutics will cause the Surviving Company to, obtain and fully pay for, at no expense to the individual insureds, non-cancellable "tail" insurance policies with claims periods of at least seven years from and after the Effective Time from insurance carriers with the same or better claims-paying ability ratings as the Company's insurance carriers with respect to directors' and officers' liability insurance policies and fiduciary liability insurance policies in place immediately prior to the Effective Time for the persons who are currently covered by the Company's existing insurance, provided, however, that the Company is not permitted to pay, or the Surviving Company is not required to pay, for such "tail" policies aggregate one-time premium costs in excess of three-hundred percent (300%) of the amount per annum the Company paid in its last full fiscal year.

Efforts to Obtain Regulatory Approvals and Tax Ruling

        As more fully described above in the section regarding Regulatory Matters, the Company and United Therapeutics made certain filings pursuant to the HSR Act with the DOJ) and the FTC. The Transaction cannot be completed all applicable waiting periods under the HSR Act have expired or been terminated following the submission of complete filings with the DOJ and FTC. The applicable waiting period under the HSR Act will expire on July 19, 2018 at 11:59 p.m. Eastern time, unless the waiting period is terminated early or extended by receipt of a Second Request.

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        Subject to the conditions of the Merger Agreement, United Therapeutics and the Company have agreed to use their commercially reasonable efforts to, as promptly as practicable:

        United Therapeutics and the Company will, subject to the other terms and conditions of the Merger Agreement, (i) furnish promptly any additional information requested by the applicable governmental entity pursuant to the HSR Act and (ii) use reasonable best efforts to obtain expiration or termination of the applicable waiting periods under the HSR Act and to prevent the entry in any action brought by a governmental entity or any other person that would prohibit, make unlawful or delay the consummation of the Transaction, including exercising reasonable best efforts and responding promptly to requests for documents or information by any governmental entity in connection with the foregoing. In connection therewith, if any action is instituted (or threatened to be instituted) challenging the Transaction as in violation of the HSR Act or any antitrust law, the Company and its affiliates will use their reasonable best efforts to provide full and effective support to United Therapeutics and Merger Sub to contest and resist any such action, including to prevent the entry in any action brought by a governmental entity which would prohibit, make unlawful or delay the consummation of the Transaction. The parties agreed to notify each other promptly of any oral communication with, and provide copies of written communications with, any government entity in connection with such filings and to cooperate reasonably with each other in connection with such filings and in connection with resolving any investigation or other inquiry of the FTC, the DOJ or any other governmental entity under any antitrust laws with respect to any such filing. Nothing in the Merger Agreement requires United Therapeutics, the Company, the Surviving Company or any other subsidiary of United Therapeutics, the Company or the Surviving Company to (i) sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, (ii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets, (iii) take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement with any other actions, conditions, limitations, restrictions or requirements that could reasonably be expected to result in a material impairment of the benefits that United Therapeutics and Merger Sub reasonably expect to derive from the consummation of the transactions contemplated by the Merger Agreement, (iv) provide any capital contribution, guarantee, indemnity or other financial support to any person, (v) limit dividends or distributions by any person, or (vi) limit the exercise of voting power under equity securities of any person, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental entity or any other person or for any other reason.

        As required by the Merger Agreement, the Company filed with the Israel Tax Authority (the "ITA"), in coordination with United Therapeutics, an application for an "Option Tax Ruling" (as defined in the Merger Agreement). The Option Tax Ruling is meant to secure the beneficial tax treatment of the options, restricted stock units and shares which are subject to tax pursuant to Section 102(b)(2) and 102(b)(3) of the Israeli Income Tax Ordinance and is subject to customary conditions regularly associated with such a ruling, including the limitation related to Section 102 of the Israeli Tax Ordinance. Transfer of the option and share consideration to the option holders and the

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holders of shares is subject to withholding tax, as per applicable law and in accordance with the Option Tax Ruling.

        In addition, as required by the Merger Agreement, United Therapeutics has filed with the ITA an application for a "Withholding Tax Ruling" (as defined in the Merger Agreement) that either (i) sets forth the conditions that must be met to exempt United Therapeutics, the paying agent, the Surviving Company and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Merger Agreement, including the Per Share Merger Consideration or clarify that no such obligation exists, or (ii) clearly instructs United Therapeutics, the paying agent, the Surviving Company and their respective agents on how such withholding is to be executed, with respect to holders of Company shares, options, restricted share units and warrants (other than 102 Shares, 102 Company Options and 3(i) Company Options, each as defined in the Merger Agreement) that are non-Israeli residents (as defined in the Israeli Tax Ordinance) and "Israeli residents" (as defined in the Israeli Tax Ordinance), the rate or rates of tax withholding to be applied and how to identify such non-Israeli residents.

Merger Proposal; Certificate of Merger

        The Company and Merger Sub have agreed to take all necessary actions as required under the ICL to effectuate the Transaction in compliance with Israeli law. These actions include:

Other Covenants

        Subject to customary exceptions as set forth in the Merger Agreement, the Company has agreed to provide United Therapeutics and its representatives reasonable access during normal business hours, to the books and records, personnel and properties of the Company and its subsidiaries and all other information concerning its business, properties and personnel as United Therapeutics may reasonably request; provided that, the Company will not be required to disclose information that would violate the law or give rise to a material risk of waiving the attorney-client privilege (in which case the parties shall execute a standard joint defense agreement so as to permit United Therapeutics to have access to such information).

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        Subject to certain exceptions described in the Merger Agreement, United Therapeutics and the Company have agreed, to the extent reasonable practicable, to consult with each other before issuing any press release or other public statements with respect to the Transaction, except for the publication of notices to creditors pursuant to the terms of the Merger Agreement.

        The Merger Agreement also contains additional covenants, including, among others, covenants relating to satisfying requirements under Section 16 and Rule 16b-3 of the Exchange Act, delisting and deregistration of the Company shares, takeover laws, employee matters, notices of certain events, minimizing the effect of any takeover laws and shareholder litigation, if any arises, relating to the Transaction.

        The Company has filed with the IIA, a written notice regarding the change in ownership of the Company to be effected as a result of the Transaction as required in accordance with the R&D Law.

Conditions to Completion of the Transaction

        The respective obligation of each party to complete the Transaction is subject to the satisfaction or waiver of the following conditions:

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Termination of the Merger Agreement

        The Merger Agreement may be terminated and the Transaction may be abandoned at any time prior to the Effective Time:

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Effect of Termination

        If the Merger Agreement is terminated, it will be of no further force or effect without liability or obligation on the part of any party, except with respect to certain provisions which will remain in full force and effect. Notwithstanding the foregoing, each party will remain liable for any liabilities or damages resulting from any "fraud" or any "material and willful breach" (as defined in the Merger Agreement) by such party of the Merger Agreement.

Transaction Expenses; Termination Fees

        Each party will generally pay its own fees and expenses in connection with the Transaction. United Therapeutics will pay all filing fees payable under the HSR Act in connection with the Transaction.

        The Company must pay United Therapeutics a termination fee of $4.5 million if:

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        If United Therapeutics receives the termination fee, the receipt of such fee will be deemed to be liquidated damages for any and all losses or damages suffered by United Therapeutics, Merger Sub, their affiliates or any other person in connection with the Merger Agreement and none of such persons may bring or maintain any claim, action or proceeding against the Company or any of its affiliates arising out of or in connection with the Merger Agreement. However, the foregoing will not limit the rights of United Therapeutics or Merger Sub to obtain injunctive or equitable relief or specifically enforce the terms of the Merger Agreement, or relieve the Company from any liability from a material and willful breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement or fraud.

Amendment

        The parties may amend the Merger Agreement at any time prior to the Effective Time, either before or after the Company shareholder approval, by written agreement. However, after such shareholder approval, no amendment may be made which requires further approval by such shareholders under applicable law without such further approval.

Binding Effect; Assignment; Guaranty of Obligations

        Except as expressly provided in the Merger Agreement, the rights and obligations of the Merger Agreement may not be assigned by any party without the prior written consent of the other parties; provided, however, that Merger Sub may assign any and all of its rights under the Merger Agreement by written notice to the Company to another wholly-owned subsidiary of United Therapeutics to be a constituent corporation in the Transaction in lieu of Merger Sub.

Third Party Beneficiaries

        The Merger Agreement is not intended to and does not confer upon any person other than the parties to the Merger Agreement any rights or remedies, except:

        See "The Agreement and Plan of Merger—Indemnification and Insurance" beginning on page 85 for a more detailed discussion of the rights of the indemnified persons to enforce the obligations.

Specific Performance

        The parties to the Merger Agreement have agreed that irreparable harm would occur if any of the provisions of the Merger Agreement were not performed in accordance with their terms or were otherwise breached. The parties agreed that each party is entitled to injunctive and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement.

Governing Law

        The Merger Agreement and all disputes relating to the Merger Agreement will be governed by the laws of the State of Delaware applicable to agreements made and to be performed entirely within such

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state without regard to the conflicts of law provisions thereof, except that (i) issues relating to the Transaction, general corporation law and any other provisions set forth in the Merger Agreement that are required to be governed by the ICL, will be governed by the laws of the State of Israel and (ii) in the absence of contrary legal authority issued after the date of the Merger Agreement, the Company, the Board and the Company's outside legal counsel will be entitled to rely on Delaware corporate law for purposes of making contractual determinations under the Merger Agreement relating to the fiduciary obligations of the Board.

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THE CONTINGENT VALUE RIGHTS AGREEMENT

        The following is a summary of the material provisions of the form of CVR Agreement, a copy of which is attached to this proxy statement as Annex B and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the form of CVR Agreement that is important to you. We encourage you to carefully read the form of CVR Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the form of CVR Agreement and not by this summary or any other information contained in this proxy statement.

        The form of CVR Agreement may be revised to reflect reasonable revisions that are requested by the Rights Agent (provided that such revisions are not, individually or in the aggregate, detrimental to any CVR holder), other than in immaterial respects). Prior to the Closing, United Therapeutics and the Company will cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws.

The CVR Agreement

        The CVRs will be governed by the terms of the CVR Agreement, which will be entered into at, or prior to, the Effective Time, by United Therapeutics and the Rights Agent.

        As provided in the Merger Agreement, each Company share issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of the Company or owned by United Therapeutics or any direct or indirect wholly-owned subsidiary of the Company or of United Therapeutics) will be converted into the right to receive, in addition to the Closing Cash Consideration, one CVR, which represents the right to receive $2.63 in cash, without interest, less any applicable withholding taxes, upon the achievement of the Milestone (as defined in "The Contingent Value Rights Agreement—Milestone" beginning on page 94) (the "CVR Consideration") As provided in the Merger Agreement, in addition to the amount of cash payable in respect of Company options and Company restricted share units, (i) holders of In the Money Options, will be entitled to receive in respect of each In the Money Option outstanding and unexercised immediately prior to the Effective Time, one CVR multiplied by the total number of Company shares subject to such option and (ii) holders of Company restricted stock units will be entitled to receive in respect of each restricted share unit outstanding immediately prior to the Effective Time, one CVR multiplied by the total number of Company shares subject to such restricted share unit. The contingent payment becomes payable upon the achievement of the Milestone as set forth below.

Milestone

        The CVR Consideration will be payable if, within five years of the Effective Time, and following receipt of the first approval by the FDA of a "New Drug Application" (as defined in the CVR Agreement) for the Trevyent® product combining the Company's PatchPump® delivery device with treprostinil for treatment of pulmonary arterial hypertension (the "Product"), a total of 3,000 "Initial Treatment Visits" (as defined in the following paragraph) have occurred in the United States (the "Milestone").

        "Initial Treatment Visits" are visits by a member of the clinical staff of a specialty pharmacy to a patient to whom the Product has been prescribed, during which the initial treatment of such patient with the Product is administered (but excluding patients receiving the Product as part of a clinical trial or free of charge via an expanded access program, a patient assistance program or any other program).

        If the Milestone is not achieved on or prior to the fifth anniversary of the Effective Time, no payments will be made in respect of the CVRs.

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        There is no assurance that any payment will be made under the CVRs. There are numerous risks and uncertainties associated with achievement of the Milestone and entitlement to payment under the CVRs, including the possibility that the Surviving Company, or its affiliates may not receive approval by the FDA of a New Drug Application for the Product or that the required minimum number of Initial Treatment Visits may not occur prior to the fifth anniversary of the Effective Time. In addition, the CVRs are not freely transferable and will not be registered with the SEC or listed on any securities exchange. Also, the tax consequences regarding the receipt of the CVRs are uncertain. See "The Transaction—Certain Material U.S. Federal Income Tax Considerations of the Transaction" on page 65.

CVR Consideration

        The "CVR Consideration" is defined in the CVR Agreement as $2.63 per CVR, without interest, upon the achievement of the Milestone, and subject to adjustment, and payable in accordance with the terms and conditions of, the CVR Agreement. The "CVR Consideration Amount" is defined as the total amount payable to a CVR holder, calculated as the product of the CVR Consideration and the number of CVRs held by such person.

        If the Milestone is achieved on or prior to the fifth anniversary of the Effective Time, within twenty business days after such achievement, United Therapeutics will deliver to the Rights Agent: (i) written notice indicating that the Milestone has been achieved (the "Milestone Notice") and a certificate certifying the date of the satisfaction of the Milestone and that CVR holders are entitled to receive the CVR Consideration; (ii) any letter of instruction reasonably required by the Rights Agent; and (iii) the aggregate cash amount necessary to pay the CVR Consideration Amount to each CVR holder.

        After receipt of any letter of instruction reasonably required by the Rights Agent from a CVR holder, the Rights Agent will promptly (and, in any event, within ten business days), send such CVR holder a copy of the Milestone Notice and pay the applicable CVR Consideration Amount (subject to applicable tax withholdings) to each CVR holder by check (for payments equal to or less than $100,000) mailed to the address of such CVR holder as reflected in the CVR Register or by wire transfer (for payments in excess of $100,000 to CVR holders who have provided the Rights Agent with wire transfer instructions).

        CVR Consideration Amounts payable pursuant to CVRs issued in consideration for In the Money Options and restricted share units will be paid in accordance with the payment provisions described in the Merger Agreement. CVR Consideration Amounts payable pursuant to CVRs issued in consideration for "102 Shares" (as defined in the Merger Agreement) will be paid by wire transfer to the "102 Trustee" (as defined in the Merger Agreement).

        If the date on which the CVR Consideration Amounts are paid occurs after the fifth anniversary of the Effective Time and receipt of CVR Consideration Amounts by holders of In the Money Options would cause the payments made to such holders with respect to their In the Money Options as a result of the Transaction to be subject to taxation under Section 409A of the Code, such holders will not be entitled to receive any CVR Consideration Amounts. The CVR Consideration Amounts that would have otherwise been payable to holders of In the Money Options will instead be paid pro rata to CVR holders other than holders of In the Money Options. Section 409A of the Code imposes a twenty percent excise tax on certain deferred compensation that is paid later than the fifth anniversary of a change in control event.

        In no event will the CVR Consideration Amount be payable more than once.

        Any portion of any CVR Consideration Amount that remains undistributed to a CVR holder six months after the date of the delivery of the Milestone Notice will be delivered by the Rights Agent to

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United Therapeutics, upon demand, and any CVR holder will thereafter look only to United Therapeutics for payment of such CVR Consideration, without interest. Such CVR holder will have no greater rights against United Therapeutics than those accorded to general unsecured creditors of United Therapeutics under applicable law.

Commercially Reasonable Efforts

        Commencing upon the closing of the Transaction, United Therapeutics will use, and will cause its affiliates and each other applicable "Selling Entity" (as defined in the CVR Agreement) to use, "Commercially Reasonable Efforts" (as defined in the following paragraph) to achieve the Milestone. Neither United Therapeutics nor any of its affiliates will act in bad faith for the purpose of avoiding achievement of the Milestone or the payment of the CVR Consideration Amounts.

        "Commercially Reasonable Efforts" is defined in the CVR Agreement as, with respect to a task related to the Product, the level of efforts required to carry out such task in a diligent and sustained manner without undue interruption, pause or delay, which level is at least commensurate with the level of efforts that pharmaceutical companies of comparable size and resources as those of United Therapeutics and its affiliates typically devote to product candidates or products owned or controlled by them of similar potential at a similar stage in their development or product life, taking into account their safety, tolerability, efficacy, approved labeling, their proprietary position and profitability (including pricing and reimbursement status), the competitiveness of alternative products in the marketplace or under development, the likelihood of regulatory approval, and other relevant technical, commercial, legal, scientific and/or medical factors. For the avoidance of doubt, "Commercially Reasonable Efforts" does not mean that United Therapeutics guarantees that the Milestone will be met or that it will be met by a specific date, and "Commercially Reasonable Efforts" does not require United Therapeutics to disadvantage any of its currently available competing products (including without limitation Remodulin® (treprostinil) Injection, Tyvaso® (treprostinil) Inhalation Solution and Orenitram® (treprostinil) Extended-Release Tablets) or products currently under development or which may in the future enter development (including without limitation RemoPro™, RemUnity™, esuberaprost, the Implantable System for Remodulin®), the success of any of which may substantially reduce the prospects of meeting the Milestone .

Characteristics of the CVRs; Restrictions on Transfer

        The CVRs will not be evidenced by a certificate or other instrument. The CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any CVR holder. The CVRs will not represent any equity or ownership interest in United Therapeutics or in any constituent company to the Transaction or any of their respective affiliates.

        The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than pursuant to any of the following permitted transfers:

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Any attempted transfer, in whole or in part, that is not a permitted transfer will be void ab initio and of no effect.

General Assignment of the CVR Agreement

        The CVR Agreement will be binding upon, inure to the benefit of and be enforceable by United Therapeutics' successors and assigns, and the agreement will not restrict United Therapeutics', any assignee's or any of their respective successors' ability to merge or consolidate, transfer or convey all or substantially all of its assets to any person or otherwise directly or indirectly transfer or convey the Product to any person. Either (i) each of United Therapeutics' successors, assigns or transferees of all or substantially all of United Therapeutics' assets or the Product will expressly assume the due and punctual payment of the CVR Consideration Amounts and the due and punctual performance and observance of all of United Therapeutics' covenants and obligations under the CVR Agreement or (ii) United Therapeutics will agree to remain subject to its obligations under the CVR Agreement, including payment of the CVR Consideration Amounts.

Amendment and Termination of CVR Agreement

        Without the consent of any CVR holder or the Rights Agent, United Therapeutics, when authorized by a board resolution, at any time and from time to time, may enter into one or more of the following amendments to the CVR Agreement; provided, that with respect to the first three amendments described below, the amendment must not, individually or in the aggregate, adversely affect the interests of the CVR holders, or adversely affect the rights, duties, responsibilities or protections of the Rights Agent:

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        With the prior written consent of holders of at least a majority of the outstanding CVRs, United Therapeutics, when authorized by a board resolution, and the Rights Agent may enter into one or more amendments to the CVR Agreement for the purpose of adding, eliminating or changing any provisions of the CVR Agreement, even if such addition, elimination or change is materially adverse to the interest of the CVR holders.

        Promptly after the execution by United Therapeutics and the Rights Agent of any amendment made with or without the consent of the CVR holders, United Therapeutics will mail (or cause the Rights Agent to mail) a notice by first-class mail to the CVR holders setting forth such amendment.

        United Therapeutics will send written notice to the Rights Agent within 30 days after receipt of the first FDA approval for the Product. Following receipt of such approval and until delivery of the Milestone Notice, United Therapeutics will provide a written report to the Rights Agent, on a semi-annual basis, certified as true and correct by an officer of United Therapeutics, setting forth the number of Initial Treatment Visits performed during such half-year, as reported to United Therapeutics and other Selling Entities by or on behalf of specialty pharmacies, hub providers and/or other service providers in the chain of distribution for the Product in the United States (each, an "Update Report"). United Therapeutics will provide Update Reports to the Rights Agent within thirty days of the date United Therapeutics files a Quarterly Report on Form 10-Q with the SEC for the quarter ending June 30 (covering the first half of the calendar year) and within thirty days of the date United Therapeutics files an Annual Report on Form 10-K with the SEC (covering the second half of the calendar year).

        No more than once in any twelve month period, after the receipt of the first FDA approval for the Product, United Therapeutics will permit (upon written request of holders of at least thirty-five percent of the outstanding CVRs no less than 30 days in advance), and will cause its controlled affiliates to permit, an independent certified public accounting firm (designated in accordance with the CVR Agreement, the "Independent Accountant") to have access to the records of United Therapeutics, the Company, the Surviving Company or such other United Therapeutics affiliates as may be reasonably necessary, to verify the accuracy of the statements set forth in the Update Reports and to determine whether and when the Milestone has been achieved (an "Audit"). The Independent Accountant will disclose to United Therapeutics and the CVR holders whether it has determined that any statements set forth in any Update Report are incorrect, as well as any matters directly related to its findings.

        If the Independent Accountant concludes that the Milestone was achieved, United Therapeutics will pay to the Rights Agent (for further distribution to the CVR holders) or to each CVR holder (as set forth in the CVR Agreement), the applicable CVR Consideration Amount, plus interest on such CVR Consideration Amount at the "prime rate" as published in the Wall Street Journal or similar reputable data source, calculated from when the CVR Consideration Amount should have been paid to the date of actual payment. The Independent Accountant's decision will be final, conclusive and binding on United Therapeutics and the CVR holders, will be non-appealable and will not be subject to further review. The Independent Accountant's fees will be paid by the CVR holders; provided,

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however, that such fees will be paid by United Therapeutics if the Independent Accountant concludes that the Milestone was achieved and the CVR Consideration Amounts properly due were not paid to the CVR holders.

        The CVR Agreement will terminate upon the earlier to occur of (i) the date on which the CVR Consideration Amounts have been paid in full to all CVR holders or (ii) the fifth anniversary of the Effective Time, provided that if an Audit is ongoing as of such date, such date will be extended until the first to occur of (i) the Independent Accountant's finding that the statements in the Update Report are accurate or the date described in (i) above (the "Termination Date").

        If the Milestone has been achieved on or prior to the Termination Date, but the CVR Consideration Amounts have not been paid on or prior to the Termination Date, the CVR Agreement will not terminate until such CVR Consideration Amounts have been paid in full in accordance with the terms of the CVR Agreement.

Abandonment

        Any CVR holder may at any time abandon all of its rights in a CVR by transferring such CVR to United Therapeutics or any of its affiliates without consideration therefor. United Therapeutics and its affiliates may offer to acquire or acquire CVRs from CVR holders for consideration, in private transactions or otherwise, in United Therapeutics' sole discretion. Any CVRs acquired by United Therapeutics of any of its affiliates will be automatically cancelled and will no longer be outstanding.

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MARKET PRICES FOR ORDINARY SHARES

        Our ordinary shares are traded publicly on the Nasdaq Global Market and trade under the symbol "STDY." The following table presents quarterly information on the price range of our ordinary shares. This information indicates the high and low market price per share of our ordinary shares for each period indicated as reported by the Nasdaq Global Market. Our ordinary shares began trading on the Nasdaq Global Market on March 20, 2015.

 
  Company
Ordinary Shares
 
 
  High   Low  

Fiscal Year Ending December 31, 2018

             

Second Quarter (through June 20, 2018)

  $ 4.75   $ 2.60  

First Quarter

  $ 3.95   $ 2.90  

Fiscal Year Ending December 31, 2017

             

First Quarter

  $ 6.19   $ 2.25  

Second Quarter

  $ 9.70   $ 5.75  

Third Quarter

  $ 6.80   $ 2.90  

Fourth Quarter

  $ 4.35   $ 2.85  

Fiscal Year Ending December 31, 2016

             

First Quarter

  $ 3.60   $ 2.00  

Second Quarter

  $ 5.21   $ 2.25  

Third Quarter

  $ 3.83   $ 2.98  

Fourth Quarter

  $ 4.10   $ 2.56  

Fiscal Year Ending December 31, 2015

             

First Quarter

  $ 8.86   $ 7.75  

Second Quarter

  $ 11.14   $ 4.63  

Third Quarter

  $ 5.98   $ 3.14  

Fourth Quarter

  $ 3.70   $ 2.25  

        On June 20, 2018, the latest practicable trading day before the date of this proxy statement, the closing price of our ordinary shares on the Nasdaq Global Market was $4.55 per share. You are encouraged to obtain current market quotations for our ordinary shares.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth, as of April 30, 2018, the number of our ordinary shares, which constitute our only voting securities, beneficially owned by (i) all shareholders known to us to own more than five percent of our outstanding ordinary shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our current executive officers and directors as a group. The data presented is based on information provided to us by the holders or disclosed in public filings with the SEC. The percentage of outstanding ordinary shares is based on 34,460,763 ordinary shares outstanding as of April 30, 2018, plus, with respect to each director and executive officer all of his or her options or restricted share unit awards which are currently exercisable (in the case of options) or which may be acquired by such director or executive officer within 60 days of April 30, 2018.

        Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the shares listed below have sole investment and voting power with respect to such shares. The shareholders listed below do not have any different voting rights from any of our other shareholders.

Name of Beneficial Owner
  Number
of Shares
Beneficially
Owned
  Percentage
of Shares
Beneficially
Owned
 

5% Shareholders:

             

Brian J. Stark

    6,276,012 (1)   18.19 %

Brown Bear Holdings LP

    1,579,678 (2)   4.58 %

Samson Venture Partners I, LLC

    1,045,816 (3)   3.03 %

SteadyMed Investors, LLC

    2,801,797 (4)   8.13 %

Entities associated with Deerfield Management Company L.P. 

    2,079,983 (5)   6.04 %

Entities associated with Federated Investors Inc. 

    4,681,326 (6)   13.58 %

Entities associated with OrbiMed Advisors LLC

    7,905,392 (7)   22.94 %

Adage Capital Partners L.P

    628,930 (15)   1.83 %

Directors and Named Executive Officers:

             

Jonathan M.N. Rigby

    637,719 (8)   1.82 %

David W. Nassif

    241,241 (9)   * %

Keith Bank

    2,939,774 (10)   8.51 %

Stephen J. Farr

    51,884 (11)   * %

Ron Ginor

    1,199,929 (12)   3.48 %

Donald D. Huffman

    32,509 (13)   * %

Brian J. Stark

    6,276,012 (1)   18.19 %

Elizabeth Cermak

    32,509 (14)   * %

All executive officers and directors as a group (8 persons)

    11,411,577     32.05 %

*
Represents beneficial ownership of less than one percent (1%) of the outstanding ordinary shares.

(1)
Consists of (i) 253,309 ordinary shares jointly held by Brian Stark and Debra Altshul-Stark, (ii) 1,166,428 ordinary shares held by Brown Bear Holdings LP, (iii) 2,937,938 ordinary shares held by Brian Stark, (iv) 323,500 ordinary shares held by Debra Altshul-Stark, (v) 32,509 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018 (vi) 1,149,078 ordinary shares issuable upon exercise of a warrant and (vii) 413,250 ordinary shares issuable upon exercise of a warrant issued in the name of Brown Bear Holdings LP. Stark Raving Mad LLC, the general partner of Brown Bear Holdings LP, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Brown Bear Holdings LP. Brian J. Stark, one of our directors, is the managing of Stark Raving Mad LLC

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(2)
Consists of 1,166,428 ordinary shares and 413,250 ordinary shares issuable upon the exercise of warrants held by Brown Bear Holdings LP. Stark Raving Mad LLC, the general partner of Brown Bear Holdings LP, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Brown Bear Holdings LP. Brian J. Stark, one of our directors, is the managing member of Stark Raving Mad LLC and may be deemed to have shared voting power and shared power to dispose of shares held by Brown Bear Holdings LP. The address of Brown Bear Holdings LP is 735 N. Water Street, Suite 790; Milwaukee, WI 53202.

(3)
Consists of 1,045,816 ordinary shares, including 11,714 shares acquired as a nominee for a member of Samson Venture Partners I, LLC. Samson Venture Partners, LLC, the manager of Samson Venture Partners I, LLC may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Samson Venture Partners I, LLC. Ron Ginor and Karen Becker are the co-managers of Samson Venture Partners, LLC and jointly hold voting power and shared power to dispose of shares held by Samson Venture Partners I, LLC. The address of Samson Venture Partners I, LLC is 1000 East 51st Street, Austin, TX 78751.

(4)
Consists of (i) 2,088,258 ordinary shares held by SteadyMed Investors, LLC, (ii) 181,025 ordinary shares held by SteadyMed Investors II, LLC, an affiliate of SteadyMed Investors, LLC and (iii) 266,257 ordinary shares and 266,257 ordinary shares issuable upon the exercise of warrants held by SteadyMed Investors III LLC, an affiliate of SteadyMed Investors, LLC. KB Partners, LLC, the managing member of SteadyMed Investors, LLC, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by SteadyMed Investors, LLC. Keith Bank, one of our directors, is the managing member of KB Partners, LLC. The address of SteadyMed Investors, LLC is 600 Central Avenue, Suite 390, Highland Park, IL 60035.

(5)
Consists of (i) 869,770 ordinary shares and 456,383 ordinary shares issuable upon the exercise of warrants held by Deerfield Special Situations Fund, L.P. and (ii) 549,017 ordinary shares and 204,813 ordinary shares issuable upon the exercise of warrants held by Deerfield Private Design Fund III, L.P. Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., and Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. (the "Deerfield Funds"). Deerfield Management Company, L.P. is the investment manager of each of the Deerfield Funds. James E. Flynn is the sole member of the general partner of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P. Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Mr. James E. Flynn may be deemed to beneficially own the securities held by Deerfield Special Situations Fund, L.P.. Deerfield Mgmt III, L.P., Deerfield Management Company, L.P. and Mr. James E. Flynn may be deemed to beneficially own the securities held by Deerfield Private Design Fund III, L.P. The address of the Deerfield Funds is 780 Third Avenue, 37th Floor, New York, NY 10017.

(6)
Consists of: (i) 3,767,871 ordinary shares held by Federated Kaufmann Fund, a portfolio of Federated Equity Funds, (ii) 822,570 ordinary shares held by Federated Kaufmann Small Cap Fund, a portfolio of Federated Equity Funds and (iii) 90,885 ordinary shares held by Federated Kaufmann Fund II, a portfolio of Federated Insurance Series (collectively, the "Federated Kaufmann Funds"). The Federated Kaufmann Funds are managed by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly-owned subsidiaries of FII Holdings, Inc., which is a wholly-owned subsidiary of Federated Investors, Inc. (together, "Federated"). An investment team at Federated is responsible for the day-to-day management of the Federated Kaufmann Funds. The address of the Federated Kaufmann Funds is 101 Park Avenue, Suite 4100, New York, New York 10178.

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(7)
Consists of (i) 2,123,098 ordinary shares and 1,829,598 ordinary shares issuable upon the exercise of warrants held by OrbiMed Israel Partners II L.P. and (ii) 2,123,098 ordinary shares and 1,829,598 ordinary shares issuable upon the exercise of warrants held by OrbiMed Private Investments VI, L.P. OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OrbiMed Private Investments VI, L.P. ("OPI VI"), pursuant to the terms of the limited partnership agreement of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors") is the sole managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Ph.D., Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VI. Pursuant to these agreements and relationships, GP VI, OrbiMed Advisors, Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein may be deemed to have the power to vote and the power to dispose of shares directly held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. Each of GP VI, OrbiMed Advisors, Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein disclaims beneficial ownership of the shares held by OPI VI, except to the extent of its or his pecuniary interest therein if any. OrbiMed Israel GP II, LP ("OrbiMed Israel") is the sole general partner of OrbiMed Israel Partners II, L.P. ("OIP II") pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Advisors Israel II Limited ("OrbiMed Limited") is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. Pursuant to these agreements and relationships, OrbiMed Limited and OrbiMed Israel may be deemed to have the power to vote and the power to dispose of shares directly held by OIP II and as result may be deemed to have beneficial ownership of such shares. Each of OrbiMed Limited and OrbiMed Israel disclaims beneficial ownership of the shares held by OIP II, except to the extent of its pecuniary interest therein, if any. The address of OrbiMed Advisors LLC is 601 Lexington Avenue, 54 Floor, New York, NY 10022.

(8)
Consists of (i) 619,774 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018 and (ii) 17,945 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018 held by Marylyn Rigby. Marylyn Rigby is the spouse of Mr. Rigby and each may be deemed to have shared voting power and shared power to dispose of shares held by the other.

(9)
Consists of 241,241 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018.

(10)
Consists of (i) 83,147 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018, (ii) the shares and warrants beneficially owned by SteadyMed Investors, LLC, SteadyMed Investors II, LLC and SteadyMed Investors III LLC, as described in Note 5 above, (iii) 29,830 ordinary shares held by Keith Bank and (iv) 25,000 shares held by The Barbara Bank Trust. Keith Bank is the spouse of Barbara Bank and may be deemed to have shared voting power and shared power to dispose of shares held by The Barbara Bank Trust. KB Partners, LLC, the managing member of SteadyMed Investors, LLC, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by SteadyMed Investors, LLC. Keith Bank, one of our directors, is the managing member of KB Partners, LLC, SteadyMed Investors II, LLC and SteadyMed Investors III LLC and may be deemed to have shared voting power and shared power to dispose of shares held by both SteadyMed Investors LLC, SteadyMed Investors II LLC. and SteadyMed Investors III LLC.

(11)
Consists of 51,884 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018.

(12)
Consists of (i) 1,045,816 shares beneficially owned by Samson Venture Partners I, LLC as described in Note 4 above, (ii) 105,306 ordinary shares, beneficially owned by Iron Capital I, LLC,

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(13)
Consists of 32,509 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018.

(14)
Consists of 32,509 ordinary shares issuable pursuant to options to purchase our ordinary shares exercisable within 60 days after April 30, 2018.

(15)
Consists of (i) 1,849,767 ordinary shares owned by Adage Capital Partners L.P. ("ACP") and (ii) 628,930 ordinary shares issuable upon the exercise of warrants held by ACP. Adage Capital Partners GP, L.L.C. ("ACPGP") is the general partner of ACP, and Adage Capital Advisors L.L.C. ("ACA") is the managing member of Adage Capital Partners GP, L.L.C.; therefore, ACPGP and ACA may be deemed to beneficially own securities owned by ACP. The address of ACP is 200 Clarendon Street, 52nd Floor, Boston MA 02116.

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PROPOSAL 1

MERGER PROPOSAL

        Subject to the terms and conditions of the Agreement and Plan of Merger, which is described in this proxy statement and attached as Annex A, the Company will be merged with Merger Sub and will survive as a wholly owned subsidiary of Parent. We encourage you to carefully read the Merger Agreement in its entirety, which is the principal document governing the Transaction.

        Pursuant to the Merger Agreement, each of the Company's outstanding ordinary will be cancelled and each holder of Company shares (other than Parent, the Company or their respective subsidiaries) will cease to have any rights with respect to such shares except the right to receive the Per Share Merger Consideration, including the Closing Cash Consideration of $4.46 per share in cash, without interest and less any applicable withholding taxes with respect to such cash consideration and the CVR, and one CVR per share. The CVRs will be issued pursuant to the terms of the Contingent Value Rights Agreement, in substantially the form attached hereto as Annex B, (the "CVR Agreement").

        Completion of the Transaction is conditioned on, among other things, approval of the Transaction and other documents, agreements and transactions contemplated under or related thereto, including the CVR Agreement and the warrant amendments previously entered into by Messrs. Brian J. Stark, Keith Bank, Ron Ginor, each of whom is a director of the Company, and/or their affiliates, and the Company, in substantially the form attached hereto as Annex C (the "Warrant Amendments") as set forth in this Proposal.

Proposal Resolutions

        It is proposed that shareholders approve this Proposal by adopting the following resolution:

        "RESOLVED, to approve, pursuant to the Companies Law, the merger of the Company with Merger Sub, an Israeli corporation and an indirect wholly-owned subsidiary of United Therapeutics, including approval of:

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Vote Required for Approval

        The vote required for approval of this Proposal is the affirmative vote of the holders of a majority of the voting power represented at the Meeting) in person or by proxy and voting thereon (excluding abstentions and Company shares held by Merger Sub, Parent (or any other any person who holds 25% or more of the means of control of Merger Sub), or anyone on their behalf (including relatives or corporations controlled by such persons)), provided that one of the following requirements is met: (i) the Company shares that are voted in favor of the Merger Proposal, excluding abstentions, must include at least a majority of the votes of shareholders who do not have a Personal Interest in the Merger Proposal, or (ii) the total number of Company shares held by the shareholders described in clause (i) above that are voted against the Merger Proposal does not exceed two percent of the aggregate voting rights in the Company. The vote of any shareholder who does not state whether his, her or its Company shares are held by any person or entity who holds 25% of more of the means of control of Merger Sub, or anyone on their behalf (including relatives or corporations controlled by such persons) by appropriate indication on his, her or its proxy card or voting instruction card, will not be counted with respect to this Proposal. In addition, any shareholder who does not state whether he, she

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or it has a Personal Interest in this Proposal by appropriate indication on his, her or its proxy card or voting instruction card, he, she or it will be deemed to have a Personal Interest for the purpose of the required vote detailed above and his, her or its vote will not be counted for purposes of determining whether the Special Merger Approval has been obtained.

        We believe shareholders holding at least approximately 67.3% of the Company's ordinary shares as of April 29, 2018 may have a Personal Interest in the Merger Proposal, including each of our directors, executive officers and shareholders that holds 2017 Warrants or 2016 Warrants.

Recommendation of the Board

        THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 1.

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PROPOSAL 2

GOLDEN PARACHUTE PAYMENTS PROPOSAL

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, we are providing out shareholders with the opportunity to cast a non-binding, advisory vote to approve the compensation that will be paid or may become payable to our named executive officers in connection with the Transaction. See "The Transaction—Interests of Our Directors and Executive Officers in the Transaction—Golden Parachute Compensation" beginning on page 63.

        This proposal gives shareholders the opportunity to express their views on the compensation of the named executive officers related to the Transaction (as defined in "Proposal 1" beginning on page 105). This non-binding advisory proposal relates only to our contractual obligations that exist as of the completion of the Transaction that may result in a payment to our named executive officers in connection with the consummation of the Transaction (regardless of the timing of payment) and does not relate to any new compensation or other arrangements following the Transaction.

Proposal Resolutions

        It is proposed that shareholders approve this Golden Parachute Payments Proposal by adopting the resolution set forth below on a non-binding, advisory basis:

        Because your vote is advisory, it will not be binding upon the Company, the Board, Parent or the Surviving Company. Further, the underlying plans and arrangements are contractual in nature and are not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Transaction is consummated, our named executive officers may become eligible to receive the compensation that is based on or otherwise relates to the Transaction in accordance with the terms and conditions applicable to those payments as described in "The Transaction—Interests of Our Directors and Executive Officers in the Transaction—Golden Parachute Compensation."

        The vote on this non-binding, advisory Golden Parachute Payments Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote "FOR" the Merger Proposal and vote "AGAINST" or "ABSTAIN" with respect to this Golden Parachute Payments Proposal (and vice versa).

Vote Required for Approval

        The vote required for approval of this Proposal is the affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (excluding abstentions).

Recommendation of the Board

        THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.

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SHAREHOLDER PROPOSALS

        If the Transaction is completed, we will not have public shareholders and we will not hold an annual general meeting of shareholders in our 2018 fiscal year. If the Transaction is not completed as expected, you will continue to be entitled to attend and participate in our annual meetings of shareholders, and we will hold a 2018 annual meeting of shareholders, in which case we will publicly announce the date on which such 2018 annual general meeting of shareholders will be held.

        Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at any general meeting, including the Meeting, by submitting their proposals in writing in a timely manner. Such request must comply with the requirements of our Amended and Restated Articles of Association and the ICL, which establish an advance notice procedure and set forth the required information which must be provided by shareholders holding at least one percent of the voting rights in the issued share capital of the Company who wish to include a subject in the agenda of the meeting. Any such request must be in writing, must include all information related to the subject matter and the reason that such subject is proposed to be brought before the meeting and must be signed by the shareholder or shareholders making such request. Each such request must also set forth: (i) the name, business address, telephone number and fax number or email address of the shareholder making the request and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of ordinary shares held by the shareholder making the request, directly or indirectly, and, if any of such ordinary shares are held indirectly, an explanation of how they are held and by whom, and, if such shareholder is not the holder of record of any such ordinary shares, a written statement from the holder of record or authorized bank, broker, depository or other nominee, as the case may be, indicating the number of shares the shareholder is entitled to vote as of a date that is no more than ten (10) days prior to the date of delivery of the request; (iii) any agreements, arrangements, understandings or relationships between the shareholder making the request and any other person with respect to any securities of the Company or the subject matter of the request; (iv) the complete text in the English language of the resolution that the shareholder proposes to be voted upon at the General Meeting and, if the shareholder wishes to have a statement in support of the shareholder's proposal included in the Company's proxy statement, a copy of such statement, which shall be in the English language; and (v) a statement of whether the shareholder has a Personal Interest in the proposal and, if so, a description in reasonable detail of such Personal Interest. Furthermore, the shareholder shall promptly provide any other information reasonably requested by the Company.

        Under Section 66(b) of the Companies Law, a shareholder who meets the conditions of Section 66(b) of the Companies Law may submit its request to include an agenda item within seven days following the Company's notice of convening a shareholders' meeting at which directors are to be elected and certain other proposals are to be considered. Proposals should be addressed to SteadyMed, Inc., c/o SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, Attention: Corporate Secretary. In addition, shareholder proposals submitted to the Company pursuant to Rule 14a-8 under the United States Securities Exchange Act of 1934, as amended, must comply with the requirements of that Rule.


HOUSEHOLDING OF PROXIES

        The SEC has adopted rules that permit companies and intermediaries (such as brokerage firms, banks, and other nominees) to implement a delivery procedure called "householding." Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our proxy materials and annual reports unless an affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees.

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        If you are a beneficial owner of our ordinary shares and you share an address with other beneficial owners, then your brokerage firm, bank, or other nominee may have delivered a single copy of this proxy statement for all beneficial owners sharing your address. To make a written or oral request for an individual copy of this proxy statement, or to request the future delivery of a single copy of a proxy statement and annual report if you currently receive multiple copies, please contact us at SteadyMed, Inc., c/o SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite 350, San Ramon, California 94583, Attention: Corporate Secretary, or by phone at 925) 272-4999. We will promptly deliver them to you.


WHERE YOU CAN FIND MORE INFORMATION

        You may read any reports, statements or other information that the Company files with or furnishes to the SEC at the SEC's public reference room at the following location:

        These SEC filings and submissions are also available to the public from commercial document retrieval services and at the internet at http://www.sec.gov and http://www.steadymed.com.


OTHER INFORMATION

Other Business

        The Company's management is not aware of any other business to be transacted at the Meeting. However, if any other matters are properly presented to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.

        Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure actions by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the ordinary shares represented thereby will be voted as indicated therein. If no specification is made, the proxy will be voted in favor of each of the proposals described in this proxy statement.

June 25, 2018

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ANNEX A

Agreement And Plan Of Merger


Table of Contents


AGREEMENT AND PLAN OF MERGER

among

UNITED THERAPEUTICS CORPORATION,

DANIEL 24043 ACQUISITION CORP. LTD.

and

STEADYMED LTD.

Dated as of April 29, 2018


Table of Contents


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Page

Article I THE MERGER

A-2

Section 1.1

The Merger


A-2

Section 1.2

Closing


A-2

Section 1.3

Effective Time


A-2

Section 1.4

Effects of the Merger


A-2

Section 1.5

Articles of Association of the Company


A-3

Section 1.6

Directors


A-3

Section 1.7

Officers


A-3

Article II EFFECT ON THE SHARE CAPITAL OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES


A-3

Section 2.1

Conversion of Share Capital


A-3

Section 2.2

Treatment of Options, Restricted Share Units and Warrants


A-4

Section 2.3

Exchange and Payment


A-6

Section 2.4

Withholding Rights


A-8

Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY


A-10

Section 3.1

Organization, Standing and Power


A-10

Section 3.2

Share Capital


A-10

Section 3.3

Subsidiaries


A-12

Section 3.4

Authority


A-12

Section 3.5

No Conflict; Consents and Approvals


A-13

Section 3.6

SEC Reports; Financial Statements


A-14

Section 3.7

No Undisclosed Liabilities


A-16

Section 3.8

Certain Information


A-16

Section 3.9

Absence of Certain Changes or Events


A-16

Section 3.10

Litigation


A-16

Section 3.11

Compliance with Laws


A-17

Section 3.12

Benefit Plans


A-17

Section 3.13

Labor Matters


A-19

Section 3.14

Environmental Matters


A-22

Section 3.15

Taxes


A-23

Section 3.16

Contracts


A-26

Section 3.17

Insurance


A-28

A-i


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Page

Section 3.18

Title to Assets

A-28

Section 3.19

Real Property


A-28

Section 3.20

Intellectual Property


A-29

Section 3.21

State Takeover Statutes


A-32

Section 3.22

No Rights Plan


A-32

Section 3.23

Related Party Transactions


A-32

Section 3.24

Certain Payments


A-32

Section 3.25

Suppliers


A-33

Section 3.26

Regulatory Matters


A-33

Section 3.27

IIA; Government Grants


A-34

Section 3.28

Brokers


A-34

Section 3.29

Opinion of Financial Advisor


A-35

Article IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB


A-35

Section 4.1

Organization, Standing and Power


A-35

Section 4.2

Authority


A-35

Section 4.3

No Conflict; Consents and Approvals


A-35

Section 4.4

Certain Information


A-36

Section 4.5

Brokers


A-36

Section 4.6

Merger Sub


A-36

Section 4.7

Financing


A-37

Section 4.8

Parent and Merger Sub Approval


A-37

Section 4.9

Litigation


A-37

Section 4.10

Acknowledgment


A-37

Article V COVENANTS


A-38

Section 5.1

Conduct of Business


A-38

Section 5.2

No Solicitation; Recommendation of the Merger


A-41

Section 5.3

Preparation of Proxy Statement; Shareholders' Meeting


A-45

Section 5.4

Merger Proposal; Certificate of Merger


A-46

Section 5.5

Access to Information; Confidentiality; Closing Statement


A-47

Section 5.6

Commercially Reasonable Efforts; Merger Proposal; Certificate of Merger


A-48

Section 5.7

Takeover Laws


A-50

Section 5.8

Notification of Certain Matters


A-50

Section 5.9

Indemnification, Exculpation and Insurance


A-51

A-ii


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Page

Section 5.10

Shareholder Litigation

A-51

Section 5.11

Stock Exchange Delisting; Deregistration


A-52

Section 5.12

Public Announcements


A-52

Section 5.13

Section 16 Matters


A-52

Section 5.14

Directors


A-52

Section 5.15

CVR Agreement


A-52

Section 5.16

Nonregistrable CVRs


A-52

Section 5.17

Tax Rulings


A-52

Section 5.18

Employee Matters


A-54

Article VI CONDITIONS PRECEDENT


A-55

Section 6.1

Conditions to Each Party's Obligation to Effect the Merger


A-55

Section 6.2

Conditions to the Obligations of Parent and Merger Sub


A-55

Section 6.3

Conditions to the Obligations of the Company


A-56

Section 6.4

Frustration of Closing Conditions


A-56

Article VII TERMINATION, AMENDMENT AND WAIVER


A-57

Section 7.1

Termination


A-57

Section 7.2

Effect of Termination


A-58

Section 7.3

Fees and Expenses


A-59

Section 7.4

Amendment or Supplement


A-60

Section 7.5

Extension of Time; Waiver


A-60

Article VIII GENERAL PROVISIONS


A-61

Section 8.1

Nonsurvival of Representations and Warranties


A-61

Section 8.2

Notices


A-61

Section 8.3

Certain Definitions


A-62

Section 8.4

Interpretation


A-66

Section 8.5

Entire Agreement


A-67

Section 8.6

No Third Party Beneficiaries


A-67

Section 8.7

Governing Law


A-67

Section 8.8

Submission to Jurisdiction


A-68

Section 8.9

Assignment; Successors


A-68

Section 8.10

Specific Performance


A-69

Section 8.11

Currency


A-69

Section 8.12

Severability


A-69

A-iii


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Page

Section 8.13

Waiver of Jury Trial

A-69

Section 8.14

Counterparts


A-69

Section 8.15

Facsimile or .pdf Signature


A-69

Section 8.16

No Presumption Against Drafting Party


A-69

Exhibit A    CVR Agreement


 

Exhibit B    Tax Certificate


 

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INDEX OF DEFINED TERMS

Definition
  Location

102 Company Options

  2.2(a)(v)

102 Shares

  2.3(c)

102 Trustee

  2.2(a)(v)

Acceptable Confidentiality Agreement

  5.2(a)

Acquisition Proposal

  5.2(h)(i)

Action

  3.10

Adverse Recommendation Change

  5.2(b)(i)

Affiliate

  8.3(a)

Affiliate Transaction

  3.23

Agreement

  Preamble

Alternative Acquisition Agreement

  5.2(b)(ii)

Ancillary Agreements

  8.3(b)

Antitrust Division

  5.6(b)

Antitrust Laws

  8.3(c)

Approval

  3.5(b)

Benefit Period

  5.18(a)

Benefited Enterprise

  3.15(n)

Business Day

  8.3(d)

Cash

  8.3(e)

Cash Consideration

  2.1(a)

Certificate of Merger

  1.3

Certificates

  2.3(c)

Change in Circumstance

  5.2(h)(ii)

Closing

  1.2

Closing Date

  1.2

Code

  2.4(a)

Companies Registrar

  1.3

Company

  Preamble

Company Board

  Recitals

Company Disclosure Letter

  Article III

Company Option

  2.2(a)(i)

Company Plans

  3.12(a)

Company Registered IP

  3.20(b)

Company SEC Documents

  3.6(a)

Company Share Awards

  3.2(b)

Company Share Plans

  2.2(a)(i)

Company Shareholders Approval

  3.4(a)

Company Shareholders Meeting

  5.3(b)

Company Termination Fee

  7.3(b)(iii)

Company Warrant

  2.2(b)

Company's Articles of Association

  3.1(b)

Confidentiality Agreement

  8.3(f)

Continuing Employee

  5.18(a)

Contract

  3.5(a)

Contractors

  8.3(g)

control

  8.3(h)

Copyrights

  3.20(a)

CVR

  2.1(a)

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Definition
  Location

CVR Agreement

  Recitals

CVR Consideration

  2.1(a)

D&O Insurance

  5.9(b)

Determination Notice

  5.2(d)

Disinterested Voting Share

  3.4(a)

Drug or Health Laws

  8.3(i)

Effect

  8.3(t)

Effective Time

  1.3

Encouragement Law

  3.15(n)

Environmental Law

  3.14(b)

ERISA

  3.12(a)

Exchange Act

  3.5(b)

Excluded Shares

  2.1(b)

Existing Indemnification Obligations

  5.9(a)

FDA

  8.3(j)

FDCA

  8.3(k)

FTC

  5.6(b)

GAAP

  3.6(b)

Government Grant

  8.3(l)

Governmental Entity

  8.3(m)

Grants

  3.27

Hazardous Substance

  3.14(c)

Holder

  2.4(a)

HSR Act

  3.5(b)

ICH

  3.26(b)

ICL

  Recitals

IIA

  3.5(b)

IIA Grants

  8.3(n)

IIA Notice

  3.5(b)

In the Money Option

  2.2(a)(i)

Indebtedness

  8.3(o)

Indemnified Person

  5.9(a)

Initial Outside Date

  7.1(b)(i)

Intellectual Property

  3.20(a)

Interim Option Tax Ruling

  5.17(a)

Investment Center

  8.3(p)

Israeli Employees

  3.13(h)

Israeli Securities Law

  8.3(q)

IT Assets

  3.20(h)

ITA

  2.3(c)

knowledge of Parent

  8.3(r)

knowledge of the Company

  8.3(s)

Law

  3.5(a)

Leased Real Property

  3.19(b)

Leases

  3.19(b)

Liens

  3.2(a)

Marks

  3.20(a)

Material Adverse Effect

  8.3(t)

Material Contract

  3.16(a)

Material Intellectual Property

  3.20(c)

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Definition
  Location

Measurement Date

  3.2(a)

Merger

  Recitals

Merger Consideration

  2.1(a)

Merger Proposal

  5.4(a)

Merger Sub

  Preamble

Milestone Payment Date

  8.3(u)

NASDAQ

  3.5(a)

Net Cash

  8.3(v)

New Plans

  5.18(b)

Non-U.S. Benefit Plan

  3.12(c)(iv)

OECD Convention

  3.24(a)

Option Tax Ruling

  5.17(a)

Ordinance

  8.3(w)

Out of the Money Option

  2.2(a)(ii)

Outside Date

  7.1(b)(i)

Parent

  Preamble

Parent Disclosure Letter

  Article IV

Parent Material Adverse Effect

  4.1

Parent Related Parties

  7.3(d)

Patents

  3.20(a)

Paying Agent

  2.3(a)

Payment Fund

  2.3(b)

PBGC

  3.12(c)(iii)

Permits

  3.11

Permitted Liens

  8.3(x)

Person

  8.3(y)

Personal Interest

  8.3(z)

Pharmaceutical Product

  3.26(a)

Positive Option

  2.2(a)(ii)

Post 5th Anniversary Payment

  2.2(a)(iii)

Proxy Statement

  3.8

R&D Law

  3.5(b)

Related Party

  3.23

Representatives

  5.2(a)

Restricted Cash

  8.3(aa)

Restricted Share Unit

  2.2(a)(iv)

Rights Agent

  Recitals

Sarbanes-Oxley Act

  3.6(a)

SEC

  3.6(a)

Section 14 Arrangement

  3.13(a)

Section 2.2(a) Option Holder

  2.2(a)(iii)

Securities Act

  3.5(b)

Shares

  2.1(a)

Subsidiary

  8.3(bb)

Substantial Creditors

  5.4(a)

Superior Proposal

  5.2(h)(iii)

Surviving Company

  1.1

Takeover Laws

  5.7

Tax Proceeding

  8.3(cc)

Tax Return

  8.3(dd)

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Definition
  Location

Taxes

  8.3(ee)

Temporary Order

  3.15(o)

Top Suppliers

  3.25

Trade Control Laws

  8.3(ff)

Transaction Expenses

  8.3(gg)

Uncertificated Shares

  2.3(c)

United States real property interests

  6.2(e)

Valid Tax Certificate

  8.3(hh)

VAT

  3.15(q)

Voting Agreement

  Recitals

Withholding Drop Date

  2.4(a)

Withholding Tax Ruling

  5.17(b)

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AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation ("Parent"), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent ("Merger Sub") and SteadyMed Ltd., a company organized under the laws of the State of Israel (the "Company").


RECITALS

        WHEREAS, the parties intend to effect the merger (the "Merger") of Merger Sub with and into the Company, with the Company surviving that merger, on the terms and subject to the conditions set forth herein and in accordance with the provisions of Sections 314-327 of the Companies Law 5759-1999 of the State of Israel (together with the rules and regulations promulgated thereunder, the "ICL");

        WHEREAS, (a) the Boards of Directors of Parent and Merger Sub have each unanimously approved this Agreement and declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement and (b) the Board of Directors of Merger Sub has (i) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Company, as the surviving corporation following the consummation of this Agreement and the transactions contemplated hereby, will be unable to fulfill the obligations of Merger Sub to its creditors and (ii) resolved to recommend the approval of this Agreement and the terms of the Merger by the sole shareholder of Merger Sub, on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, the Board of Directors of the Company (the "Company Board") has (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement and the other transactions contemplated hereby, (ii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Company, as the surviving corporation following the consummation of this Agreement and the transactions contemplated hereby, will be unable to fulfill the obligations of the Company to its creditors, (iii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iv) resolved and agreed to recommend adoption of this Agreement, the Merger and the transactions contemplated hereby by the shareholders of the Company;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent's willingness to enter into this Agreement, certain shareholders of the Company are entering into an agreement (the "Voting Agreement") pursuant to which each such Person has agreed, among other things, to vote the Shares held by such Person in favor of the Merger, this Agreement and the transactions contemplated hereby;

        WHEREAS, subject to the terms and conditions of this Agreement, at or prior to the Closing Date, Parent and a rights agent mutually agreeable to Parent and the Company (the "Rights Agent") will enter into a Contingent Value Rights Agreement in substantially the form attached hereto as Exhibit A (subject to such changes permitted by Section 5.15) (the "CVR Agreement"); and

        WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger as specified herein.

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AGREEMENT

        NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:


ARTICLE I
THE MERGER

        Section 1.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the ICL, at the Effective Time, Merger Sub (as the target company (Chevrat Ha'Ya'ad) in the Merger) shall be merged with and into the Company (as the absorbing company (HaChevra Ha'Koletet) in the Merger). Following the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Company in the Merger (the "Surviving Company") and a wholly-owned subsidiary of Parent. The Surviving Company shall (a) continue to be governed by the Laws of the State of Israel, (b) maintain a registered office in the State of Israel and (c) succeed to and assume all of the rights, properties and obligations of Merger Sub and the Company in accordance with the ICL.


        Section 1.2
    Closing.     Unless this Agreement shall have been validly terminated in accordance with Article VII, the closing of the Merger (the "Closing") shall take place at 10:00 a.m. (Israeli time), on the second Business Day (excluding Friday as a Business Day for this purpose) following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), at the offices of Gibson, Dunn & Crutcher, LLP, 1050 Connecticut Avenue, N.W., Washington, DC 20036, unless another date, time or place is agreed to in writing by Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date."


        Section 1.3
    Effective Time.     Upon the terms and subject to the provisions of this Agreement, as soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall (and Parent shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the "Companies Registrar") a notice of the contemplated Merger and the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Merger in accordance with Section 323(5) of the ICL (the "Certificate of Merger") after notice that the Closing has occurred is served to the Companies Registrar, which the parties shall deliver on the Closing Date. The Merger shall become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (the time the Merger becomes effective being the "Effective Time").


        Section 1.4
    Effects of the Merger.     The Merger shall have the effects set forth in this Agreement and in the relevant provisions of the ICL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of, and simultaneously with, the Merger and without any further action on the part of Parent, Merger Sub or the Company, (a) Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Company, (b) all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, (c) all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company, (d) all the rights, privileges, immunities, powers and franchises of the Company (as the Surviving Company) shall continue unaffected by the Merger in accordance with the ICL, (e) the Companies Registrar shall transfer the Registries of Liens (as such term is defined in Section 181 of the Companies Ordinance, 5743-1983 of the State of Israel) of the Company and Merger Sub to the

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Registry of Liens of the Surviving Company, and (f) the Surviving Company shall be regarded as the Company or Merger Sub in any legal proceeding to which the Company or Merger Sub are a party.


        Section 1.5
    Articles of Association of the Company.     At the Effective Time, the articles of association of the Company, as in effect immediately prior to the Effective Time, shall be the articles of association of the Surviving Company, until duly amended as provided therein and by applicable Law.


        Section 1.6
    Directors.     The parties shall take all actions necessary so that the directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be appointed and serve as the directors of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Surviving Company's articles of association.


        Section 1.7
    Officers.     At the Effective Time, the officers of Merger Sub immediately before the Effective Time shall be the officers of the Surviving Company, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.


ARTICLE II
EFFECT ON THE SHARE CAPITAL OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

        Section 2.1    Conversion of Share Capital.     At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any share capital or equity interests of the Company, Parent or Merger Sub:

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        Section 2.2
    Treatment of Options, Restricted Share Units and Warrants.     

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        Section 2.3
    Exchange and Payment.     

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        Section 2.4
    Withholding Rights.