Common use of CERTAIN INFORMATION CONCERNING PURCHASER Clause in Contracts

CERTAIN INFORMATION CONCERNING PURCHASER. PharmaInvest, L.L.C., a Delaware limited liability company, was formed in August 1997 to act as nominee for Pharmaceutical Royalties, L.L.C., a Delaware limited liability company formed in July 1996 and Pharmaceutical Royalty Investments Ltd., a Bermuda company formed in May 1996, each of which has been organized to invest in royalty interests and contingent payment rights ("CPRs") which derive cash payments based on the sale of pharmaceutical and biotechnology products. The Purchaser and the Funds are managed by Pharmaceutical Partners, L.L.C. ("PPLLC"). The principal executive offices of PPLLC are located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The name, business address, present principal occupation or employment, five-year employment history and citizenship of each member of Purchaser are set forth in Schedule I hereto. Except as described in this Offer to Purchase, during the last five years neither Purchaser nor, to the best knowledge of Purchaser, any of the persons listed in Schedule I hereto (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Except as described in this Offer to Purchase, (i) neither Purchaser or, to the best knowledge of Purchaser, any of the persons listed in Schedule I hereto or any affiliate of any such person, beneficially owns or has a right to acquire any Unit and (ii) neither Purchaser, or, to the best knowledge of Purchaser, any of the other persons referred to above, or any affiliate of any of the foregoing, has effected any transaction in the Units during the past 60 days. Except as described in this Offer to Purchase, (i) neither Purchaser or, to the best knowledge of Purchaser, any of the persons listed in Schedule I has any contract, arrangement, understanding or relationship (whether or not legally enforceable) with any other person with respect to any Units, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any Units, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies and (ii) there have been no contacts, negotiations or transactions between Purchaser or any of its affiliates or, to the best knowledge of Purchaser, any of the persons listed in Schedule I hereto, on the one hand, and the Partnership or any of its affiliates, on the other hand, that are required to be disclosed pursuant to the rules and regulations of the Commission. From October 8, 1997 through October 1, 1998, the Purchaser or its affiliates entered into 26 privately negotiated transactions, pursuant to which affiliates of the Purchaser acquired beneficial ownership of an additional 54 Units. On January 8, 1999, affiliates of the Purchaser were notified of the approval of the transfer of beneficial ownership of 559 Units, effective January 1, 1999. Between January 8, 1999 and the commencement of the Offer, affiliates of the Purchaser were notified of the approval of the transfer of an additional 55 Units, also effective January 1, 1999.

CERTAIN INFORMATION CONCERNING PURCHASER. PharmaInvestBioRoyalties, L.L.C., a Delaware limited liability company, was formed in August 1997 to act as nominee for Pharmaceutical Royalties, L.L.C., a Delaware limited liability company formed in July 1996 and Pharmaceutical Royalty Investments Ltd., a Bermuda company formed in May 1996, each of which has been organized to invest in royalty interests and contingent payment rights ("CPRs") which derive cash payments based on the sale of pharmaceutical and biotechnology products. Units acquired by Pharmaceutical Royalty Investments Ltd. pursuant to the Offer will be assigned to certain of its subsidiaries. The Purchaser and the Funds are managed by Pharmaceutical Partners, L.L.C. ("PPLLC"). The principal executive offices of PPLLC are located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. PPLLC is the sole member of the Purchaser. The name, business address, present principal occupation or employment, five-year employment history and citizenship of each member of Purchaser PPLLC are set forth in Schedule I hereto. Except as described in this Offer to Purchase, during the last five years neither Purchaser Purchaser, the Funds nor, to the best knowledge of PurchaserPurchaser and the Funds, any of the persons listed in Schedule I hereto (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Except as described in this Offer to Purchase, (i) neither Purchaser Purchaser, the Funds or, to the best knowledge of PurchaserPurchaser and the Funds, any of the persons listed in Schedule I hereto or any affiliate of any such person, beneficially owns or has a right to acquire any Unit and (ii) neither Purchaser, the Funds or, to the best knowledge of PurchaserPurchaser and the Funds, any of the other persons referred to above, or any affiliate of any of the foregoing, has effected any transaction in the Units during the past 60 days. Except as described in this Offer to Purchase, (i) neither Purchaser Purchaser, the Funds or, to the best knowledge of PurchaserPurchaser and the Funds, any of the persons listed in Schedule I has any contract, arrangement, understanding or relationship (whether or not legally enforceable) with any other person with respect to any Units, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any Units, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies and (ii) there have been no contacts, negotiations or transactions between Purchaser Purchaser, the Funds or any of its their affiliates or, to the best knowledge of PurchaserPurchaser and the Funds, any of the persons listed in Schedule I hereto, on the one hand, and the Partnership or any of its affiliates, on the other hand, that are required to be disclosed pursuant to the rules and regulations of the Commission. From October 8The following trades for 14.5 Units have been entered into by the Purchaser, the Funds or their affiliates and are awaiting effective transfer by the General Partner. Trade Date Price per Unit Number of Units ----------------- -------------- --------------- December 17, 1996 $1,580 0.50 March 31, 1997 through October 1$1,750 2.50 March 31, 19981997 $1,750 0.50 March 31, the Purchaser or its affiliates entered into 26 privately negotiated transactions1997 $1,750 0.50 March 31, pursuant to which affiliates of the Purchaser acquired beneficial ownership of an additional 54 Units1997 $1,750 0.50 March 31, 1997 $1,750 0.50 May 6, 1997 $2,301 2.00 July 9, 1997 $2,500 7.50 10. On January 8, 1999, affiliates of the Purchaser were notified of the approval of the transfer of beneficial ownership of 559 Units, effective January 1, 1999. Between January 8, 1999 and the commencement of the Offer, affiliates of the Purchaser were notified of the approval of the transfer of an additional 55 Units, also effective January 1, 1999.SOURCE AND AMOUNT OF FUNDS