Retrophin Withdraws Offer for Transcept Pharmaceuticals

  Retrophin Withdraws Offer for Transcept Pharmaceuticals

Business Wire

NEW YORK -- December 16, 2013

Retrophin, Inc. (OTCQB:RTRX) today announced that it has withdrawn its offer
to acquire all of the shares of Transcept Pharmaceuticals, Inc.’s common stock
for $4.00 per share in cash. Retrophin is no longer a shareholder of
Transcept. Retrophin had submitted two offers to Transcept dated September 10,
2013 and September 18, 2013.

Martin Shkreli, Founder and Chief Executive Officer of Retrophin, stated, “We
were disappointed that, despite the fact that our offer was at a substantial
premium to Transcept’s share price and represented, in our opinion, a
compelling opportunity for its stockholders -- who also opposed Transcept’s
risky and highly speculative stated strategy to grow the company through
acquisitions -- our offer was dismissed without giving us the opportunity to
discuss its merits directly with the Board of Directors. Given the reluctance
of Transcept’s Board to engage in substantive discussions with us, their
implementation of a “poison pill” in order to prevent stockholders from
acquiring more than 4.99% of Transcept’s shares, their in-licensing of an
early-stage migraine development project and their now expressed interest in
entering into a reverse merger, we have now formally withdrawn our offer for
Transcept.

“Retrophin is appalled at the lengths Transcept management has gone through to
avoid a full and fair auction for Transcept. In the meantime, Transcept’s most
precious asset, its cash, has dwindled, and we no longer believe a $4.00 per
share purchase of Transcept represents a compelling transaction for our
shareholders.”

In its letter dated September 18, 2013, Retrophin called on the Board of
Directors of Transcept to engage in discussions with Retrophin and to provide
it with access to selected due diligence in order to enter into a transaction
no later than September 30, 2013. Retrophin had further stated that it would
continue to stand ready to meet with the Board of Directors of Transcept, and
its advisors, to discuss the proposal and to devote all necessary resources to
work to consummate the transaction by November 1, 2013.

AboutRetrophin

Retrophinis a pharmaceutical company focused on the development, acquisition
and commercialization of drugs for the treatment of serious, catastrophic or
rare diseases for which there are currently no viable options for patients.
The Company's pipeline includes compounds for several catastrophic diseases,
including Focal Segmental Glomerulosclerosis (FSGS), Pantothenate
Kinase-Associated Neurodegeneration (PKAN), Duchenne Muscular Dystrophy and
others. Retrophin's lead compound, sparsentan, also known as RE-021, is
scheduled to begin enrollment in a potentially pivotal Phase 2 clinical trial
for FSGS during 2013. The Company intends to reintroduce Syntocinon Nasal
Spray in the U.S. to assist initial postpartum milk ejection and also initiate
clinical trials for the drug as a potential treatment for schizophrenia and
autism. For additional information, please visit www.retrophin.com.

Forward-Looking Statements

This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995, regarding the
research, development and commercialization of pharmaceutical products.
Without limiting the foregoing, these statements are often identified by the
words "may", "might", "believes", "thinks", "anticipates", "plans", "expects",
"intends" or similar expressions. In addition, expressions of our strategies,
intentions or plans are also forward-looking statements. Such forward-looking
statements are based on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change any of
them, and could cause actual outcomes and results to differ materially from
current expectations. No forward-looking statement can be guaranteed.
Forward-looking statements in the press release should be evaluated together
with the many uncertainties that affect the Company's business. You are
cautioned not to place undue reliance on these forward-looking statements as
there are important factors that could cause actual results to differ
materially from those in forward-looking statements, many of which are beyond
our control. The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events, or otherwise. Investors are referred to the full discussion of risks
and uncertainties as included in the Company's filings with the Securities and
Exchange Commission.

Contact:

Retrophin, Inc.
Marc Panoff, 646-564-3671
CFO
marc@retrophin.com
 
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