MDVN Medivation, Inc. (MM)

PROPOSAL 4 — THE ELECTION PROPOSAL

Sanofi is asking you to consent to elect, without a stockholders’ meeting, each of the following individuals to serve as a director of the Company:

The following is the text of the Election Proposal:

“That each of the following eight (8) individuals be elected to serve as a director of Medivation, Inc.: Michael E. Campbell, Barbara Deptula, Wendy E. Lane, Ronald S. Rolfe, Steven J. Shulman, Charles P. Slacik, James L. Tyree and David A. Wilson.”

Although Sanofi has no reason to believe that any of the Nominees will be unable or unwilling to serve as directors, if any of the Nominees is not available for election, then Sanofi may appoint a substitute nominee that it selects or, if Sanofi elects not to appoint a substitute nominee, the remaining Nominees that are elected are likely, upon becoming directors and if they constitute a majority of the board, to act to reduce the size of the board by resolution, requiring the approval of a majority of directors. Sanofi reserves the right to nominate or substitute additional persons if the Company makes any changes to its Bylaws or takes any other action that has or would have the effect of disqualifying any or all of the Nominees. Each of the Nominees has agreed to be named in this Consent Statement and to serve as a director of the Company, if elected. If elected, each Nominee will hold office until his or her successor is elected and qualified at the next annual meeting of stockholders of the Company or until his or her earlier death, resignation, retirement, disqualification or removal. If the Removal Proposal and the Election Proposal become effective prior to the 2016 annual meeting, presently scheduled for June 22, 2016, and the Nominees elected constitute a majority of the Company Board, the newly elected Company Board could delay the 2016 annual meeting in order to fully and fairly evaluate the merits of all of the Company’s strategic options, including the Proposed Offer. If the 2016 annual meeting is delayed by more than thirty (30) days after the date designated by or in the manner provided in the Bylaws, or for a period of thirteen (13) months after the last annual meeting, the Chancery Court, upon an ensuing application of any stockholder or director of the Company, may order a meeting to be held in accordance with Section 211(c) of the DGCL.

The WHITE consent card delivered with this Consent Statement provides each stockholder of the Company with the opportunity to adopt Proposal 4 in part by designating the names of any of the Nominees whom such stockholder does not want elected to the Company Board.

For additional information concerning the Nominees and the specific qualities of each Nominee considered by the Sanofi Board in the course of its deliberations leading to their nomination, please see the section titled “THE NOMINEES” and Annex A of this Consent Statement.

SANOFI URGES YOU TO CONSENT TO THE ELECTION OF ALL NOMINEES.

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NUMBER OF CONSENTS REQUIRED FOR THE PROPOSALS

Each of the Bylaw Restoration Proposal, the Board Vacancy Proposal, the Removal Proposal and the election of each Nominee to the Company Board will be adopted and become effective when properly completed, unrevoked consents are signed by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, provided that such consents are delivered to the Company within 60 days of the earliest dated written consent delivered to the Company, although we have set an earlier deadline of [●], 2016 for delivery of consents, which we, in our sole discretion, reserve the right to extend.

As of the close of business on the Record Date, there were 165,055,789 shares of Common Stock outstanding. Therefore, the consent of stockholders holding at least 82,527,895 shares of Common Stock is necessary to effect each of the Bylaw Restoration Proposal, the Board Vacancy Proposal, the Removal Proposals and the election of each Nominee to the Company Board.

IF YOU TAKE NO ACTION, YOU WILL IN EFFECT BE REJECTING THE PROPOSALS. ABSTENTIONS, BROKER NON-VOTES AND FAILURES TO CONSENT WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT.

If your shares of Common Stock are held in the name of a brokerage firm, bank, dealer, trust company or other nominee, only it can execute a consent representing your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, you should follow the instructions included in the materials that you have received or contact the person responsible for your account and give instructions to consent to the Proposals on your behalf. Sanofi recommends that you then confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Sanofi, care of Innisfree M&A Incorporated, which is assisting in this solicitation, at the address and telephone numbers set forth herein, so that Sanofi will be aware of all instructions given and can attempt to ensure that those instructions are followed. Execution and delivery of a consent by a record holder of shares of Common Stock will be presumed to be a consent with respect to all shares held by such record holder unless the consent specifies otherwise.

The Bylaw Restoration Proposal, the Board Vacancy Proposal and the Removal Proposal are not subject to, or conditioned upon, the effectiveness of the other Proposals. If, however, we have received (i) sufficient consents to remove the entire Company Board pursuant to the Removal Proposal but insufficient consents to elect any of the Nominees pursuant to the Election Proposal, resulting in the Company not having any directors or (ii) insufficient consents to amend the Bylaws pursuant to the Board Vacancy Proposal, thereby permitting the Company’s stockholders to fill the vacancies on the Company Board created by the Removal Proposal, we would not deliver any consents to the Company.

The Election Proposal is conditioned upon the effectiveness of both the Board Vacancy Proposal and the Removal Proposal. The number of Nominees that can be elected pursuant to the Election Proposal will depend on the number of members of the Company Board that are removed pursuant to the Removal Proposal.

BACKGROUND OF THE WRITTEN CONSENT SOLICITATION

Sanofi’s management regularly reviews transaction alternatives across the biopharmaceutical industry as part of its objective to be a global healthcare leader focused on patients’ needs and its evaluation of ways in which it can enhance stockholder value. In November 2015, Sanofi outlined its long-term strategic roadmap, emphasizing the importance of oncology in that plan. In connection with Sanofi’s goal to further develop its capabilities in oncology, Sanofi management identified Medivation as a potential candidate for a business combination that could result in significant value for the respective companies’ stockholders, employees, patients and caregivers.

On March 22, 2016, Dr. Olivier Brandicourt, Chief Executive Officer of Sanofi, made an initial outreach to Dr. David T. Hung, President and Chief Executive Officer of Medivation, asking to schedule a phone conversation.

On March 23, 2016, Dr. Brandicourt reiterated his interest in a phone conversation and proposed an in-person meeting with Dr. Hung in San Francisco during the week of March 28. On March 24, 2016, Dr. Hung affirmed his availability for a phone discussion on March 25, 2016.

On March 25, 2016, Dr. Brandicourt had a phone conversation with Dr. Hung, during which Dr. Brandicourt expressed an interest in a potential business combination involving Sanofi and the Company, but during which no specific proposal was made. During the March 25 phone conversation, Dr. Hung declined Dr. Brandicourt’s proposal to meet to discuss a potential transaction or learn more about Sanofi’s interest, but indicated that he would relay the conversation to the Company Board.

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On March 31, 2016, Dr. Brandicourt and Dr. Hung scheduled a discussion for April 3, 2016 to discuss the Company Board’s feedback on Sanofi’s expressed interest. On April 3, 2016, Dr. Brandicourt called Dr. Hung a second time. During their second phone conversation, Dr. Hung stated that the Company Board was not interested in discussing a transaction.

On April 14, 2016, Dr. Brandicourt attempted to schedule a phone conversation with Dr. Hung. On April 15, 2016, Dr. Brandicourt delivered a letter (the “April 15 Letter”) to Dr. Hung stating Sanofi’s proposal to acquire Medivation for $52.50 per share in cash and outlining the anticipated steps to a negotiated transaction.

On April 18, 2016, Dr. Hung informed Dr. Brandicourt that the Company had received the April 15 Letter and that the Company Board would review and respond to the proposal in due course.

On April 28, 2016, having not received a response from Dr. Hung or the Company Board to the April 15 Letter, Dr. Brandicourt tried to reach out to Dr. Hung and delivered the following letter to Dr. Hung reiterating Sanofi’s interest in a business combination with the Company and expressing disappointment in the Company’s refusal even to engage in discussions with Sanofi (the “April 28 Letter”):

David T. Hung, M.D.

President, Chief Executive Officer and Director

Medivation, Inc.

525 Market Street, 36 ^th floor

San Francisco, CA 94105

Paris, April 28, 2016

Dear David,

It has been over a month since we first talked and I expressed my view that a combination would make strong strategic sense, and I said we were prepared to make a very attractive proposal. During our first call on March 25, you said that you were unwilling to meet, and in our subsequent conversation on April 3 you said that, after a review with your Board, there was no interest in discussing a transaction. Given your unwillingness to meet or to hear our proposal, we sent you a letter on Friday, April 15, setting forth a proposal (the “Proposal”) to acquire Medivation for $52.50 per share in cash, representing a premium of over 50% to the two-month volume weighted average trading price (VWAP) prior to there being takeover rumors. We have not heard anything from you for almost two weeks, other than an acknowledgment of receipt of our letter.

We do not understand the delay in responding to our letter. The price we put forth represents a very substantial premium, and it would be all cash without any financing condition. In these circumstances we believe it is appropriate to make this letter public, which we are doing today.

As we previously discussed, since I joined Sanofi in April 2015, we have set a clear strategic roadmap for 2020 and oncology plays an important role as part of that plan. As we aim to further develop our capabilities in this important area, we believe that Medivation represents a very strong fit and, together with our own clinical pipeline and existing infrastructure, will play an important role in our long-term strategy in oncology.

We are excited by the prospect of accelerating Medivation’s growth by leveraging Sanofi’s infrastructure and capabilities. We are convinced that Medivation’s employees would find a very attractive environment within our Sanofi Genzyme specialty business unit and our R&D organization, giving them the opportunity to fully develop their skills and help bring new treatments to patients on a worldwide basis. We also strongly believe that Medivation shareholders would find our Proposal to be compelling.

Working with our advisors, our team has reviewed your business based on publicly available information and our knowledge of the markets in which you compete to validate our views on value. Given the amount of work we have done to date, we are well-positioned to swiftly consummate a transaction that will be in the best interests of, and provide immediate and certain value for, your stockholders.

Our Proposal is subject to satisfactory completion of confirmatory due diligence, negotiation and execution of a mutually acceptable definitive written agreements, and approval of Sanofi’s Board of Directors.

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We are prepared to meet promptly so we can mutually work towards a transaction that benefits our respective stockholders.

Sincerely,

/s/ Olivier Brandicourt

Olivier Brandicourt

Chief Executive Officer

Shortly thereafter, Sanofi publicly released the text of the April 28 Letter and disclosed its proposal to acquire the Company for $52.50 per share in cash.

Also on April 28, 2016, the Company publicly confirmed that it received an unsolicited, non-binding proposal from Sanofi.

On April 28, 2016, the Company filed with the SEC a proxy statement for its 2016 annual meeting of stockholders to re-elect the Company’s board of directors.

On April 29, 2016, the Company publicly announced that it had rejected Sanofi’s proposal. Shortly thereafter on April 29, Sanofi issued a public response to the Company’s rejection affirming its commitment to the compelling potential transaction and maintaining that the proposal is in the best interest of Company stockholders.

On May 2, 2016, the Company filed a Form 8-K with the SEC amending and restating the Company’s Bylaws to (i) impose more stringent procedural requirements in connection with Company stockholder action by written consent, including requiring a review by a nationally recognized independent inspector of election for sufficiency of consents received and certification of such determination before the consents become effective, and (ii) restrict the jurisdiction in which stockholders can bring claims against the Company or any director or officer thereof, including for a breach of fiduciary duties, solely and exclusively to the Court of Chancery of the State of Delaware.

On May 4, 2016, Aventis delivered a letter to the Company requesting access to certain books and records of the Company under Section 220 of the DGCL.

On May 5, 2016, Dr. Brandicourt delivered to Dr. Hung and Andrew Powell, Medivation’s General Counsel and Corporate Secretary, for distribution to the Company Board, the following letter (the “May 5 Letter”) reiterating Sanofi’s proposal to engage in discussions regarding an acquisition of the Company. In the letter, Dr. Brandicourt noted that if Dr. Hung and the Company Board continued to refuse even to engage with Sanofi or have any discussions, Sanofi would have no choice but to solicit consents from Medivation’s stockholders to remove and replace members of the board:

Board of Directors

Medivation, Inc.

525 Market Street, 36th floor

San Francisco, CA 94105

Paris, May 4th, 2016

Dear Members of the Board of Directors,

Since we publicly disclosed our proposal to acquire Medivation, we have had extensive conversations with your top shareholders. We believe there is overwhelming support by your shareholders for a transaction. Absent our proposal, we believe that the Medivation shares would be trading in the $30’s. Medivation traded at $27 per share less than three months ago, and our proposal is almost a 100% premium to that price. It is over a 50% premium to average trading prices prior to there being takeover rumors.

I want to reiterate our preference to engage with you to negotiate a transaction. We believe immediate engagement would be in the best interests of your shareholders as it would enable them promptly to realize substantial and certain value, while minimizing the disruption to your organization. We believe we have offered a fair price, and a very attractive premium. Nothing in your press release rejecting our proposal was new information to the market. Having said that, if you engage in good faith discussions with us and demonstrate additional value, we could be in a position to revise our offer.

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You should know that an acquisition of Medivation is a priority for Sanofi and we are committed to effecting it. If you are not prepared to engage with us, we have no choice but to go directly to your shareholders. As you know, your shareholders have the ability to act at any time by written consent to remove and replace the Board. If the Medivation Board of Directors continues to refuse to engage with us, then we intend to commence a process to remove and replace members of the Board.

We remain enthusiastic about a potential combination with Medivation. We and our advisors stand ready to meet at any time so we can work to quickly consummate a mutually beneficial transaction.

Sincerely,

/s/ Olivier Brandicourt

Olivier Brandicourt

Chief Executive Officer

Shortly thereafter, Sanofi publicly disclosed the text of the May 5 Letter.

Also on May 5, 2016, the Company held its first quarter 2016 earnings call, during which Dr. Hung devoted a portion of the call to discussing Sanofi’s unsolicited offer.

On May 10, 2016, Jérôme Contamine, Chief Financial Officer of Sanofi, had a telephone conversation with a representative of Evercore Partners (“Evercore”), one of the Company’s financial advisors, who indicated that, based on Sanofi’s current proposal, the Company was not willing to engage in discussions with Sanofi regarding a potential business combination beyond the Company Response.

During the period between May 9, 2016 and May 11, 2016, a representative of Weil, Gotshal & Manges, LLP (“Weil”), outside counsel for Sanofi, had telephone conversations with representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell”) and Cooley, LLP (“Cooley”), both serving as outside legal counsel for the Company, and JPMorgan (“JPM”), one of the Company’s financial advisors, during which the representative of Weil made clear that Sanofi was willing to enter into a confidentiality agreement with the Company and could revise its offer if the Company were to engage with Sanofi and demonstrate additional value. The representatives of Wachtell, Cooley and JPM responded that the Company Board was not prepared to engage with Sanofi beyond the Company Response at the price that was being offered.

On May 12, 2016, Sanofi filed for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) with the Federal Trade Commission (the “FTC”) and Department of Justice Antitrust Division (the “DOJ”). Simultaneously, Sanofi delivered a notice to Medivation of its HSR filing. Also on May 12, Sanofi issued a press release publicly announcing that it had made such filing.

On May 17, 2016, Dr. Brandicourt delivered the following letter to Dr. Hung, reiterating Sanofi’s interest in working collaboratively towards a mutually beneficial transaction and confirming Sanofi’s outside advisors’ statements that Sanofi would be willing to increase its offer if the Company engaged in discussions and provided additional information:

David T. Hung, M.D.

President, Chief Executive Officer and Director

Medivation, Inc.

525 Market Street, 36 ^th floor

San Francisco, CA 94105

Paris, May 17, 2016

Dear David,

I believe we should find a way for our two companies to work collaboratively towards a mutually beneficial transaction that is in the best interests of our respective stakeholders. We have been very clear that if you engage and provide information, we would be in a position to increase our offer and I am confident that we will be able to offer significant additional value.

Your advisors said that the Medivation Board is unwilling to provide information to us, even though we made it clear that we are prepared to enter into a customary confidentiality agreement which could include a standstill for a reasonable period of time in order for Medivation to review a sale to us or other alternatives. Given this, we do not understand the Board’s apparent unwillingness to provide us information or even to engage with us.

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We are committed to the acquisition of Medivation. We believe that we are in a position to provide more value than any other party given the strategic importance of the transaction to us. We seek to combine with Medivation to further advance our long standing commitment to patients and physicians in oncology. Our company has brought to patients many important cancer medicines, especially in chemotherapy, including Taxotere ^® , Eloxatine ^® and Jevtana ^® , the latter of which has an important existing role in prostate cancer. I have made oncology a priority area for the medium term development of Sanofi. We envision a combination with your company as a key step in the acceleration of our strategy in this crucial therapeutic area.

Medivation and its stakeholders would benefit from a combination with Sanofi, given our global capabilities, significant resources, internal pipeline of assets and complementary product offerings. Our experience with Genzyme shows how well companies do as part of Sanofi. While we have helped Genzyme to restore its manufacturing capacities, we have been able to leverage its capabilities in biologics and to successfully preserve Genzyme’s entrepreneurial culture. As a result, since 2011, Genzyme, as part of Sanofi, has regularly posted double digit growth.

Based on our experience and success, we are confident that we can work with your team to build a world-class business of oncology innovation. We will count on the Medivation team to help us develop our combined oncology pipeline leveraging Sanofi’s global reach. I am confident that Medivation employees would find a very attractive environment within Sanofi, giving them the opportunity to fully develop their skills and help bring new treatments to patients worldwide.

Your shareholders have expressed to us their overwhelming support for a sale of the company. We hope the Medivation Board will promptly engage with us and provide information as part of a process. We are prepared to enter into a confidentiality agreement immediately and to move quickly and to devote the necessary resources to this matter. I believe it would be very useful if we could exchange views directly and would make such a meeting a priority. Please let me know whether you would be willing to have a discussion with me on the next steps in the next few days.

Sincerely,

/s/ Olivier Brandicourt

Olivier Brandicourt

Also on May 17, 2016, Dr. Hung delivered the following response letter to Dr. Brandicourt, reiterating the Company’s refusal to engage with Sanofi beyond the Company Response or to provide additional information:

May 17, 2016

Olivier Brandicourt

Chief Executive Officer

54, rue La Boetie

75008 Paris, France

Dear Olivier:

Over the past week, representatives and advisors of Sanofi have made a number of phone calls to our advisors, all conveying a similar message—that Sanofi may consider an increase to its proposed price but first must review Medivation’s proprietary information. While we appreciate the measured tone of your most recent letter dated May 17, Sanofi’s proposal remains unchanged. What matters for Medivation and its Board is value for our shareholders. As we have previously said, Sanofi’s proposal of $52.50 per share in cash for Medivation substantially undervalues our company and is not an appropriate basis upon which to consider evaluation of a potential strategic combination.

We are extremely comfortable that our Board’s position is well understood by and reflects the overwhelming sentiment of our shareholders. Our Board reached its view about Sanofi’s proposal based on a thorough analysis of our company’s marketed product’s commercial momentum and outlook, our pipeline’s excellent prospects and our company’s track record of successful drug development and delivering outstanding value to our shareholders. We are confident that what we continue to build will be highly beneficial to patients and, we believe, extraordinarily valuable to our shareholders.

Our Board is committed to act so that our shareholders realize the value we have created and are continuing to create. The value which Sanofi proposes is not close to a reasonable starting point for providing information or commencing discussions.

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Very truly yours,

/s/ David Hung, M.D.

David Hung, M.D.

On May 25, 2016, Sanofi filed with the SEC a preliminary consent solicitation statement to, among other things, solicit written consents from the Company’s stockholders to remove and replace the Company Board with the Nominees.

For additional information concerning the Nominees and the specific qualities of each Nominee considered by Sanofi management and the Strategic Committee in the course of their deliberations leading to their nomination, please see the section titled “THE NOMINEES — Information regarding the Nominees” and Annex A of this Consent Statement.

Also on May 25, 2016, Dr. Brandicourt delivered the following letter to the Company Board informing the Company that Sanofi had filed preliminary consent solicitation materials with the SEC naming 8 director nominees and reaffirming the message that if the Company were to engage in discussions and provide information, Sanofi would be in a position to increase its offer:

Board of Directors

Medivation, Inc.

525 Market Street, 36th floor

San Francisco, CA 94105

Paris, May 25, 2016

Dear Members of the Board of Directors,

We have filed consent solicitation materials in which we have named 8 independent and highly qualified nominees who have agreed to become directors upon removal of the Medivation directors. We are taking this step because we believe your shareholders overwhelmingly support the sale of Medivation, and they want Medivation to undertake a sale process and engage with Sanofi. To date Medivation has not announced a sale process and has not engaged with us.

During the past weeks we reached out directly and through advisors to request that Medivation engage with Sanofi. We have relayed our willingness to enter into a confidentiality agreement in order to receive information that is typically provided in a sale process. That agreement could include a reasonable standstill to give time for such a process. We have been very clear that if you engage and provide information, we would be in a position to increase our offer and I am confident that we will be able to offer significant additional value. We believe that we are in a position to provide more value than any other party given the strategic importance of the transaction to us.

It has been two months since we first approached Medivation about a transaction. The Medivation Board has had considerable time to review alternatives and to prepare for a sale process. Given this, we believe that such a process could be completed in a matter of weeks.

There have been published reports that you have signed confidentiality agreements with other parties. If that is accurate, we cannot see how you have not done so with us. If you have not signed confidentially agreements with others as part of a sale process, then you are not doing what we are confident your shareholders want, which is for Medivation to undertake a sale of Medivation and to engage with Sanofi.

We again request that you engage in good faith with Sanofi as part of a sale process. If you do that, we would not need to proceed with a consent solicitation to remove and replace the Medivation directors.

Sincerely,

/s/ Olivier Brandicourt

Olivier Brandicourt

Chief Executive Officer

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Shortly thereafter, Sanofi publicly disclosed the text of this letter to the Company Board and published short biographies of the Nominees.

Later on May 25, 2016, a representative of Morgan Stanley (“MS”), acting as one of Sanofi’s financial advisors alongside Goldman Sachs (“GS”), had a telephone conversation with representatives of JPM and Evercore to attempt to discuss Sanofi’s proposal. Sanofi’s advisor explained that if the Company engaged in discussions beyond the Company Response, Sanofi would be willing to withdraw its consent solicitation for a reasonable period of time to enable the Company to have these discussions and run a sale process to evaluate the proposal, and that entry into a confidentiality agreement and provision of additional information would put Sanofi in a position to increase its offer. The JPM and Evercore representatives stated that the Company Board would not even engage in discussions beyond the Company Response, based on Sanofi’s proposal.

On May 27, 2016, the Company filed with the SEC a preliminary consent revocation statement to solicit consent revocations in response to the Proposals set forth in this Consent Statement.

On May 30, 2016, a representative of MS delivered a form of confidentiality agreement to representatives of JPM and Evercore, which included a standstill.

On June 1, 2016, Aventis submitted a written notice to Mr. Powell requesting that the Company Board fix a record date for determining stockholders entitled to give their written consent to the Proposals. Shortly thereafter, Sanofi made the request to fix a record date public.

Also on June 1, 2016, the Company issued a press release stating that it had set the record date as the close of business on June 1, 2016.

On June 6, 2016, Aventis delivered to the Company a signed written consent, dated as of June 3, 2016, consenting to each of the Proposals.

Also on June 6, 2016, the Company filed with the SEC Amendment No. 1 to its preliminary consent revocation statement.

On June 7, 2016, Sanofi filed with the SEC Amendment No. 1 to its preliminary consent solicitation statement.

On June 9, 2016, Sanofi filed with the SEC Amendment No. 2 to its preliminary consent solicitation statement.

THE NOMINEES

Pursuant to the Nomination Agreements between Sanofi and each of the Nominees, each Nominee has agreed, if elected, to serve as a director of the Company, and in that capacity to act in the best interests of the Company and its stockholders and to exercise his or her independent judgment in accordance with his or her fiduciary duties to you and the Company in all matters that come before the Company Board. In consenting to the removal of the incumbent Company Board and the election of the Nominees to the Company Board, you are sending a message to the Nominees that you want the Company to engage in discussions regarding strategic options, including regarding the Proposed Offer, which, as of the date of this Consent Statement, the Company has not done with Sanofi beyond the Company Response.

;If the Nominees are elected, we intend to continue to pursue our acquisition proposal. The nominees have agreed, pursuant to the Nomination Agreement, to act in the best interests of the Company and its stockholders, which we believe includes fully and fairly evaluating the strategic options available to the Company, including the Proposed Offer. We have not asked for any commitment from the Nominees to agree to the Proposed Offer, and they would have to consider it in the exercise of their fiduciary duties to you and the Company. The Nominees, in discharging their fiduciary obligations to you, may also determine it to be appropriate to conduct an efficient sale process while our Proposed Offer remains open. We hope that the Company will engage with us while the new Company Board explores this and other options to maximize value for Company stockholders.

If the Nominees elected do not constitute a majority of the Company Board, the Nominees will not possess the voting majority required to cause the Company Board to take (or not take) any specific action. Notwithstanding the foregoing, we intend to continue to pursue our acquisition proposal. The nominees have agreed, pursuant to the Nomination Agreement, to act in the best interests of the Company and its stockholders, which we believe would include fully and fairly evaluating all strategic options available to the Company, including the Proposed Offer. We would hope that the Company will engage with us while the Company Board, as reconstituted with the Nominees who are elected, explores this and other options to maximize value for Company stockholders. There can be no assurance that, if the Nominees constitute less than a majority of the Board, any of the existing members of the Company Board will agree to serve with the Nominees who are elected.

Information regarding the Nominees . Sanofi believes the Nominees are independent in accordance with the definition of “independent” used by the Company for determining if a majority of the Company Board is independent in compliance with the requirements of NASDAQ. In addition, Sanofi believes the Nominees are “independent” in accordance with the applicable definition of “independent” used by the Company for determining if a member of the nominating and corporate governance committee, the compensation committee and the audit committee of the Company Board is independent in compliance with NASDAQ’s listing standards and the requirements of the Sarbanes-Oxley Act of 2002.

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Each of the Nominees has furnished the following information regarding his or her principal occupations and certain other matters. Included after each narrative is a brief summary of certain specific attributes, competencies and characteristics of the Nominee that led Sanofi management, after discussions, to recommend such Nominee for election to the Company Board. Except as otherwise stated herein, none of the corporations or other organizations in which any Nominee carried on his or her principal occupations or employment during the past five years is a subsidiary or other affiliate of the Company. None of the Nominees is affiliated with Sanofi or any subsidiary of Sanofi.

Michael E. Campbell . Mr. Campbell served as a director of MeadWestvaco Corporation from 2001 and as the lead independent director of MeadWestvaco Corporation from 2007, in each case, until the effective date of the strategic business combination of Rock-Tenn Company and MeadWestvaco Corporation, when he became a director of WestRock. Mr. Campbell has been a member of WestRock’s Finance Committee and its Nominating and Governance Committee, in each case, since July 2015. Mr. Campbell served as chairman, president and chief executive officer of Arch Chemicals, Inc., which was a publicly traded global biocides company, from 1999 until 2011. Prior to joining Arch Chemicals, Mr. Campbell was executive vice president of Olin Corporation, from 1996 to 1999. Mr. Campbell also served as a director of Milliken & Company from 2007 to 2015.

Mr. Campbell’s qualifications as a director include his background, experience and judgment as chief executive officer of a major publicly-traded manufacturing company, providing him with extensive leadership, business and governance skills.

Barbara Deptula . Ms. Deptula has been a director of AMAG Pharmaceuticals since September 2013, where she serves as a member of the Compensation Committee and the chair of the Transaction Committee. She served as the Executive Vice President of Business Development and Chief Corporate Development Officer of Shire Plc. (“Shire”), a public biopharmaceutical company, from September 2004 to June 2012. Prior to joining Shire, Ms. Deptula served as President of the biotechnology division of SICOR, Inc., a public pharmaceutical company, from May 2003 to September 2004. Prior to SICOR, Inc., Ms. Deptula served as Senior Vice President for Coley Pharmaceutical, a biotechnology company, from July 2000 to May 2003. Prior to 2000, she held senior management positions in public and private pharmaceutical companies where Ms. Deptula focused on marketing, product development, licensing and business development, including US Bioscience, Inc., Schering Plough International, Lederle Laboratories, a division of American Cyanamid Co., U.S.A., and Genetics Institute. Ms. Deptula also served as a member of the Board of Directors of CombinatoRx, Incorporated, now Zalicus, Inc., a public biopharmaceutical company, from December 2005 to December 2009.

Ms. Deptula’s qualifications as a director include her decades of experience in a variety of biotechnology, pharmaceutical and multi-national organizations and, in particular, her central role in business development and expanding the product portfolio at Shire.

Wendy E. Lane . Ms. Lane has been chair of Lane Holdings, Inc., an investment firm, since 1992. Prior to forming Lane Holdings, Inc., Ms. Lane worked in investment banking for 15 years, initially at Goldman, Sachs & Co. from 1977 to 1980 and subsequently as a Principal and Managing Director at Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 1992. Ms. Lane has been an independent director at MSCI Inc. since March 10, 2015. Ms. Lane served on the board of directors of Willis Group Holdings from April 21, 2004 to January 4, 2016, when the entity merged with Towers Watson. Ms. Lane currently serves as a director of Willis Towers Watson, where she holds roles as the chair of the company’s Compensation Committee and as a member of the Audit Committee. Ms. Lane is also currently a director of UPM-Kymmene Corporation, where she serves on the Audit Committee, and the privately held Al-Dabbagh Group Holding Company Limited. Ms. Lane was previously a director of Laboratory Corporation of America from 1996 to 2014, and has served on eight public company boards.

Ms. Lane’s qualifications as a director include her extensive financial and corporate strategy background and decades of service on public company boards and board committees. She brings ample knowledge of audit, compensation, risk, strategic planning and talent development.

Ronald S. Rolfe . Mr. Rolfe is a retired Partner at Cravath, Swaine & Moore LLP, a premier law firm in the United States, where he practiced until his retirement in December 2010. Mr. Rolfe’s practice spanned the world and included corporate governance, securities, antitrust and commercial litigation and arbitration for U.S. and international clients. Mr. Rolfe began as an Associate with Cravath in 1970 and became Partner in 1977. He also served as Law Clerk to the Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of New York, in 1969. Mr. Rolfe currently serves on the boards of directors of public companies Noranda Aluminum Holding Corporation since 2013, where Mr. Rolfe is a member of the Environmental, Health & Safety Committee and Nominating and Governance Committee; Berry Plastics Group, Inc. since 2013, where Mr. Rolfe is the chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee; Time Inc. since 2014, where Mr. Rolfe is the chair of the Audit and Finance Committee and a member of the Nominating and Governance Committee; and Reynolds American Inc. since 2014, where Mr. Rolfe has served on the Audit and Finance Committee and is a member of the Corporate Governance, Nominating and Sustainability Committee and Compensation and Leadership Development Committee. He also currently serves on the board of private company Advanced Assessment Systems, Inc.

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Mr. Rolfe’s qualifications as director include his insight on risk management and corporate governance matters, obtained as an advisor to corporate boards and senior executives. He has also served as a director of many public and private companies, providing meaningful experience in strategic planning, budgeting and compliance with various regulatory requirements.

Steven J. Shulman . Mr. Shulman has served as managing partner of Shulman Family Ventures, a private equity firm since 2008. Mr. Shulman served as an operating partner at Water Street Health Partners, a healthcare-focused private equity firm, from 2008 until March 2015. From 2008 until December 2013, Mr. Shulman served as operating partner at Tower Three Partners LLC, a private equity firm. From December 2002 to February 2008, Mr. Shulman served as chairman and chief executive officer of Magellan Health Services, a publicly-traded specialty healthcare management organization. From 2000 to 2002, he served as chairman and chief executive officer of Internet Healthcare Group, an early-stage healthcare services and technology venture fund that he founded. From 1997 to 1999, Mr. Shulman served as chairman, president and chief executive officer of Prudential Healthcare, Inc., a healthcare services provider that is now part of publicly-traded Aetna, Inc. He currently serves as chairman of Accretive Health, Inc., a publicly-traded service and technology provider to healthcare providers since 2014, CareCentrix, Inc., a privately-held at-home healthcare managed care company since 2008, and of Quartet Health, a privately-held healthcare technology company. Mr. Shulman currently serves as a director of Healthmarkets, Inc., a privately-held technology-enabled health insurance marketplace, Quantum Health, Inc., a privately-held healthcare coordination and consumer navigation company, MedImpact Healthcare Systems, Inc., a privately-held pharmacy benefit manager, and Facet Technologies, LLC, a privately-held microsampling sharps products provider, positions he has held since 2006, 2013, 2013 and 2011, respectively. Mr. Shulman served as chairman of Health Management Associates, Inc., a healthcare services provider that is now part of publicly-traded Community Health Systems, Inc., from 2013 to 2014. Mr. Shulman also served on the board of Access MediQuip, LLC, a privately-held surgical and implant management solutions company, from April 2009 to May 2015 and Digital Insurance, Inc., a privately-held employee benefits agency, from 1999 to 2013. Mr. Shulman has also held various senior management positions at CIGNA and Kaiser Permanente Medical Foundation and founded Value Health, a publicly-traded multi-product specialty managed care company.

Mr. Shulman’s qualifications as a director include his extensive experience in the healthcare industry, including serving as chief executive of several large healthcare-sector organizations and as operating partner for a healthcare private equity firm, and his roles as a director of several privately held companies.

Charles P. Slacik . Mr. Slacik was Chief Financial Officer and Senior Vice President of Finance of Beckman Coulter Inc., a leading manufacturer of biomedical testing instrument systems, tests and supplies, from October 2006 to June 2011 and was responsible for all aspects of financial management and information technology. From 2003 to 2006, Mr. Slacik served as Executive Vice President and Chief Financial Officer of Watson Pharmaceuticals, Inc., an integrated global pharmaceutical company engaged in the development, manufacturing, marketing, sale and distribution of generic, brand and biologic pharmaceutical products. From 1982 to 1999, Mr. Slacik held numerous executive positions at Wyeth (formerly American Home Products Corporation). From 1999 to 2003, Mr. Slacik served as Senior Vice President and Chief Financial officer of C.R. Bard, Inc., a developer and manufacturer of medical technologies in the fields of vascular, urology, oncology and surgical specialty products. Mr. Slacik currently serves on the board of directors of Quidel Corp. and Sequenom, Inc., where he holds the position as chair of the Audit Committee for both companies. Mr. Slacik was a member of the board of directors and chair of the Audit Committee of STAAR Surgical from 2012 to 2015.

Mr. Slacik’s qualifications as a director include his ample experience as an executive officer of biomedical and pharmaceutical companies and his valuable financial, healthcare and operational expertise and leadership skills.

James L. Tyree . Mr. Tyree is the co-founder and managing partner of Tyree & D’Angelo Partners, a private equity investment firm. During the last fifteen years, Mr. Tyree has held numerous executive positions at Abbott Laboratories, including Corporate Vice President Pharmaceutical and Nutritional Products Group Business Development, Senior Vice President Global Nutrition and Executive Vice President Global Pharmaceuticals. He retired as President of Abbott Biotechnology Ventures in March 2012. Prior to joining Abbott, Mr. Tyree was the President of SUGEN, Inc., a biotechnology company focused on oncology. Earlier in his career, Mr. Tyree held management positions at Bristol-Myers Squibb, Pfizer and Abbott. Mr. Tyree is a member of the Council of Advisors of the University of Chicago Booth Graduate School of Business. Mr. Tyree serves as an independent director of SonarMed, Genelux, ChemoCentryx and Innoviva.

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Mr. Tyree’s qualifications as a director include his substantial international leadership and management experience in the healthcare industry, investment acumen and his service on the boards of directors of a range of companies, both public and private.

David A. Wilson . Mr. Wilson has served as a director of CoreSite Realty Corporation since September 2010, where he holds the position of chair of its Audit Committee and is a member of its Compensation Committee. Mr. Wilson is the former President and Chief Executive Officer of the Graduate Management Admission Council (the “Council”), which position he held from 1995 until his retirement in December 2013. Mr. Wilson served as Senior Advisor to the Council from December 2013 to June 2014. The Council is a $150.0 million enterprise that is the owner of the Graduate Management Admission Test, the GMAT. Prior to 1995, he was a Managing Partner and National Director for Professional Development at Ernst & Young LLP, a public accounting firm. He is a Chartered Accountant in Canada and a Certified Public Accountant in the United States. Mr. Wilson served on the board of directors of Laureate Education, Inc. from 2002 to 2007, where he chaired the Audit Committee and served as a member of the Nominating and Governance Committee and the Conflicts Committee, and of Terra Industries, Inc. from 2009 to 2010, where he served on the Audit Committee. Mr. Wilson served on the board of directors of Barnes and Noble, Inc. from 2010 through 2015 and chaired its Audit Committee from 2011 through 2015. In August 2015, Mr. Wilson joined the board of directors of Barnes & Noble Education, Inc., chairing its Audit Committee and serving as a member of its Nominating and Governance Committee. He presently serves on the Board of Trustees of Johnson & Wales University and serves as the chair of its Audit Committee. In 2015, Mr. Wilson was included in the National Association of Corporate Directors’ list of 100 most influential directors and governance-related professionals.

Mr. Wilson’s qualifications as director include his decades of executive and board-level experience, including serving on the board of companies actively involved in strategic transactions. He also has significant industry experience in the areas of accounting policy, internal controls and risk management.