Click to edit Master title style. Q4/2018 Earnings Call and Corporate Update. March 29, 2019

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1 Click to edit Master title style Q4/2018 Earnings Call and Corporate Update March 29, 2019 nuvopharmaceuticals.com Nuvo Pharmaceuticals Inc.

2 Click Legal to Disclaimer edit Master title style Non-Reliance This presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate an investment in the securities of Nuvo Pharmaceuticals Inc. ( Nuvo or the Company ). No representation or warranty, express or implied, is given, and so far as is permitted by law, no responsibility or liability is accepted by any person with respect to the accuracy or completeness of this presentation or its contents. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained in this presentation. In giving this presentation, the Company does not undertake any obligation to provide any additional information or to update this presentation or any additional information or to correct any inaccuracies which may become apparent. This presentation has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. If you are in any doubt in relation to these matters, you should consult your financial or other advisers. Cautionary Statements Regarding Forward-Looking Information This presentation may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as believe, anticipate, project, expect, intend, plan, will, may, estimate and other similar expressions. These statements are based on the Company s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the Company s future objectives, the Company s strategies to achieve those objectives, as well as statements with respect to management s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including with respect to the ability of the Company to complete the acquisition of a portfolio of more than 20 revenue-generating products and the Canadian operations of Aralez Pharmaceuticals Inc. (the Transaction ) as well as the financing arrangements entered into by the Company with certain funds managed by Deerfield Management Company, L.P. related thereto (the Financing ). Forward-looking information contained in this presentation is based on currently available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information, including risks and uncertainties regarding the failure to satisfy the conditions relating to the Transaction and the Financing (including the failure to obtain any required approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreements in respect of the Transaction or the Financing; material adverse changes in the business or affairs of the acquired businesses or Nuvo; either party s failure to consummate the Transaction or the Financing when contemplated or required; competitive factors in the industries in which the acquired businesses and Nuvo operate; interest rates; prevailing economic conditions; and other factors, many of which are beyond the control of Nuvo. Additional factors that could cause Nuvo s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors included in Nuvo s most recent Annual Information Form dated March 22, 2018 (available at under the heading Risks Factors, and as described from time to time in the reports and disclosure documents filed by Nuvo with Canadian securities regulatory agencies and commissions. These and other factors should be considered carefully and readers should not place undue reliance on Nuvo s forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, performance or achievements and none of Nuvo or any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Any forward-looking statement made by the Company in this presentation reflects current reasonable assumptions, beliefs, opinions and expectations of Nuvo and is based only on information currently available to it and speaks only as of the date on which it is made. Except as required by applicable securities laws, Nuvo undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 2

3 Click Legal to Disclaimer edit Master Continued title style Non-IFRS Measures This presentation includes certain figures (such as Adjusted Total Revenue, Adjusted EBITDA and Adjusted EBITDA per share) that are not measures recognized under international financial reporting standards ( IFRS ). Nuvo believes that shareholders, investment analysts and other readers find such measures helpful in understanding Nuvo s financial performance and in interpreting the effect of the Aralez Transaction and the Deerfield Financing on the Company. Nevertheless, these financial measures do not have any standardized meaning prescribed by IFRS and may not have been calculated in the same way as similarly named financial measures presented by other companies. The Company defines Adjusted Total Revenue as total revenue plus amounts billed to customers for existing contract assets less revenue recognized upon recognition of a contract asset. Management believes Adjusted Total Revenue is a useful supplemental measure from which to determine the Company s ability to generate cash from its customer contracts that is used to fund its operations. The Company defines Adjusted EBITDA as net income from continuing operations before net interest expense, depreciation and amortization and income tax expense (EBITDA), plus amounts billed to customers for existing contract assets, inventory step-up expense, stock-based compensation expense, other expenses, less revenue recognized upon recognition of a contract asset and other income. Management believes Adjusted EBITDA is a useful supplemental measure from which to determine the Company s ability to generate cash available for working capital, capital expenditures, debt repayments, interest expense and income taxes. The Company defines Adjusted EBITDA per share as Adjusted EBITDA divided by the number of issued and outstanding common shares of the Company as of the date thereof. The Company has adopted the abovementioned non-ifrs measures as of the filing of the Business Acquisition Report dated March 15, 2019 in respect of the Aralez Transaction (the BAR ). Please see the BAR and the Management s Discussion and Analysis and Annual Report dated March 28, 2019 (available at Pro Forma Financial Information The pro forma estimates provided in the Company s BAR and herein are based only on information, estimates and certain assumptions currently available to Nuvo that management believes are reasonable. The pro forma estimates are presented for informational purposes only and are not necessarily indicative of what the Company s results of operations and financial position would have been had the Aralez Transaction been completed on the dates indicated. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the Company. Undue reliance should not be placed on such information. Transaction and Financing Summary The summary of the terms of the Transaction and the Financing provided herein is for informational and illustrative purposes only and is qualified in its entirety by the definitive agreements entered into by the Company in respect of the Transaction and the Financing (available at 3

4 Click Agenda to edit Master title style Overview of the Aralez Acquisition Deal Context Pro-Forma Financials Financing Overview Key Products Financial Performance Q4 and Full Year 2018 Results Growth Drivers Upcoming milestones Q&A 4

5 Click Highlights to edit of Master the Aralez title Transaction style Nuvo has acquired a profitable portfolio of 20+ commercial products and the Canadian operations of Aralez Pharmaceuticals Includes growth assets of Cambia, Blexten and Suvexx High margin, global royalty stream from Vimovo Deal creates a growth platform with established Canadian and International operations Canadian sales force and infrastructure Multiple Canadian revenue-generating growth brands International business operating from Dublin, Ireland Management is confident in the integration plan and pleased with the progress made to-date 5

6 Transformative Growth of Month Click to edit Master title style Pro Forma Adjusted Total Revenue $ Month Adjusted Total Revenue (CA$M) $60 $50 $40 $30 $59.1 $20 $10 $0 $15.7 Nuvo Adjusted Total Revenue* Pro Forma Adjusted Total Revenue Pro Forma 2018 Adjusted Total Revenue does not fully reflect the annualized impact of increased generic market share against Vimovo, Soriatane and Bezalip SR in Canada during second half of *See reconciliation for historical Nuvo Non-IFRS measures on slides 23-28

7 Transformative Growth of Month Click to edit Master title style Pro Forma Adjusted EBITDA $ Adjusted EBITDA (CA$M) $20 $15 $10 $23.1 $5 $- $1.4 Nuvo Adjusted EBITDA * Pro Forma Adjusted EBITDA Pro Forma 2018 Adjusted EBITDA does not include additional expense for Nuvo Ireland and does not fully reflect the annualized impact of increased generic competition against Vimovo, Soriatane and Bezalip SR in Canada during second half of *See reconciliation for historical Nuvo Non-IFRS measures on slides 23-28

8 Click Acquisition to edit Terms Master title style Total Purchase Price US$110.0M Transaction Purchase Price Senior Debt US$112.0M See next slide for details. Bridge Loan US$6.0M Provides short-term cash management. 18 month term at 12.5% interest rate with no warrants. Repaid first via cash flow sweep mechanism. All financing provided by Deerfield 8

9 Click Senior to Debt edit Terms Master title style Amortization Loan (issued by Nuvo Ireland) Convertible Debt (issued by Nuvo Pharma) Amount US$60.0M 6 year term US$52.5M 6 year term Interest Rate 3.5% p/a 3.5% p/a Warrant Price / Conversion Price Share Warrants / Equivalents Debt Repayment Mechanism Initial Annual Debt Servicing Cost (Before any pay down of Principal) CA$3.53 warrants expire at end of 6 year term 25.6M 19.4M Cash sweep, minimum US$10M per year and warrant exercise $US2.1M US$2.70 conversion right expires at end of 6 year term 6 year bullet or conversion US$1.84M 9

10 Click Blexten to edit Master title style Clinically differentiated 2nd generation oral anti-histamine Product Indication Source Commercial Status IP Bilastine Tablets (20 mg once daily) Seasonal Allergic Rhinitis (allergies) and Chronic Spontaneous Urticaria (hives) Developed in Spain by Faes Farma, S.A. Available in 115+ countries worldwide Approved by Health Canada in 2016 Launched December 2016 Data Exclusivity through October 2024 Outlook Strong growth prospects: February 2019 YTD TRx (Total Prescriptions) ~83% greater than February 2018 YTD TRx Significant lifecycle opportunities: Pediatrics, Ophthalmic, Rx-to-OTC switch 10

11 Blexten Acquiring Market Share From Click to edit Master title style Cetirizine (Reactine ) 74% 72% 70% 68% 66% 64% 62% 60% 71.5% 71.1% Ingestible Tablet Drug 68.7% Delivery Cetirizine TRx Mkt Shr 67.9% 67.7% 64.8% Since the launch of Blexten in Jan/2017, Cetirizine has lost > 11 % of TRx market share 62.2% 62.3% 61.1% Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 (only Jan & Feb) ,000 60,000 50,000 40,000 30,000 20,000 10, % 6,869 Blexten TRx Volume Blexten TRx Mkt Shr 4.4% 5.2% 6.0% 26,718 29,321 29, % 33, % 10.5% 64,421 65,227 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 (only Jan & Feb) % 56, % 37, % 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% TRx is Total Prescriptions dispensed, as reported by IQVIA 11 Source: IQVIA CompuScript, Feb 2019 *Market definition includes brand and generic prescriptions of cetirizine (Reactine ), chlorpheniramine (Chlor-Tripolon ), desloratadine (Aerius ), diphenhydramine (Benadryl ), fexofenadine (Allegra ), loratadine (Claritin ), promethazine (Histantil ), rupatdine (Rupall ) and related combinations with pseudoephedrine

12 Click Cambia to edit Master title style Acute migraine with or without aura in adults used for mild to moderate pain Product Diclofenac potassium (NSAID) powder for oral solution Indication Source Commercial Status IP Acute migraine with or without aura in adults used for mild to moderate pain Canadian rights sub-licensed from Nautilus (acquired by Depomed, now Assertio Therapeutics, Inc.) Approved and launched in Canada in 2012 IP through October 2026 The only prescription NSAID approved and available in Canada for the acute treatment of migraine Outlook February 2019 YTD TRx 29% greater than February 2018 YTD TRx Focused promotion in 2017/2018 has reinforced the growth potential of this first line acute migraine treatment option 12

13 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Jan/Feb Cambia Demonstrating Consistent Quarterly Click to edit Master title style TRx Market Share and Volume Growth 20,010 18,010 16,010 14,010 Ingestible Tablet Drug Delivery Cambia TRx Volume Cambia TRx Mkt Shr 3.0% 3.7% 4.10% 4.5% 4.0% 3.5% 3.0% 12,010 10,010 8, % 2.1% 17, % 2.0% 6,010 4,010 2, % 1.0% 3,749 6,559 8,812 13,129 11, % 1.0% 0.5% % Source: IQVIA CompuScript, Dec *Market definition includes brand and generic versions of sumatriptan (Imitrex ), rizatriptan (Maxalt ), eletriptan (Relpax ), almotriptan (Axert ), frovatriptan (Frova ), zolmitriptan (Zomig ), and naratriptan (Amerge )

14 Click Vimovo to edit Master title style Significant global royalty from established brand Product Indication Source Commercial Status IP/Exclusivity Fixed-dose, oral combination of naproxen and esomeprazole (active compound in Nexium ) Treatment of the signs and symptoms of osteoarthritis (OA), rheumatoid arthritis (RA) and ankylosing spondylitis (AS) and to decrease the risk of developing gastric ulcers in patients at risk for developing NSAID-associated gastric ulcers. Originally developed by Pozen (Aralez) in partnership with AstraZeneca U.S. and E.U. approval in 2010 Nuvo Ireland receives a 10% royalty on U.S. sales from Horizon (minimum US$7.5m/year) and ex-u.s. sales from Grunenthal Multiple U.S. patents, the latest expiring in 2031 Multiple E.U. patents, the latest expiring in 2022 with extensions in certain countries to 2025/2026 Several pending patent litigation matters, including an appeal of a 2017 trial decision, which upheld the validity of certain patents that expire in 2022 and

15 Click Suvexx to edit Pipeline Master Product title style Unique and patent protected fixed dose combination of two commonly prescribed and synergistic, migraine treatments Product Fixed-dose, oral combination of sumatriptan (Imitrex ) and naproxen (Naprosyn /Anaprox /Aleve ) Indication Source Commercial Status IP/Exclusivity Acute treatment of migraine with or without aura - used for moderate to severe pain Originally developed by Pozen (Aralez) in partnership with GSK Anticipate Health Canada submission Q Canadian patent protection into 2023 Sold as Treximet in the U.S. Outlook New product to solidify Nuvo as leader in the Canadian acute migraine market Significant sales synergies with Nuvo s Cambia brand first and second line treatment options covering mild to 15 severe migraine classification

16 Click 2018 to Financial edit Master Performance title style CDN$ Millions Total Revenue Increased 14% Year-Over-Year $17.5 $20.0 $8.2 $ Adjusted EBITDA (1) Includes $7.7 million in one-time transaction expenses related to the Aralez Transaction 5 $ $3.1 Total Revenue Gross Margin on Product Sales Adjusted EBITDA(1) (1) Adjusted EBITDA is a non-ifrs measure 16

17 Click Q to edit Financial Master Performance title style (Three Months Ended December 31) CDN$ Millions 10 6 $4.5 $ Adjusted EBITDA (1) Includes $5.3 million in one-time transaction expenses related to the Aralez Transaction 2 $1.9 $1.8 $ $4.5 Total Revenue Gross Margin on Product Sales Adjusted EBITDA(1) (1) Adjusted EBITDA is a non-ifrs measure 17

18 Click Illustrative to edit Potential Master title Growth style Illustrative of current products and pipeline only. Does not illustrate impact of incremental new BD opportunities Acquired Pipeline Legacy Brands Growth Brands Royalty Nuvo Business

19 Click Upcoming to edit Potential Master title Milestones style Submission Health Canada Commercial Launch Germany & the Netherlands Pediatric Submission Health Canada Registration Decision India H Q H H

20 Click Growth to edit Drivers Master Three title Pillars style Focus on core growth products of the Canadian commercial business Cambia, Blexten, and Resultz continued focus on execution and sales force effectiveness Registration and commercial launch of Suvexx Cambia, Blexten and Resultz line extensions Continued expansion of Pennsaid 2% and Resultz business internationally Leverage internal manufacturing for global expansion of Nuvo brands Enhanced Irish infrastructure to support global/ex-canada business Business Development deals to leverage enhanced commercial platform Canadian commercial infrastructure for new products/opportunities 30 sales reps across Canada full inhouse commercial infrastructure In house Marketing, Medical/Safety, Regulatory Affairs, Quality, Supply Chain Experienced commercial leadership team 20

21 Click to edit Master title style Q&A nuvopharmaceuticals.com

22 Click to edit Master title style Reconciliation & Definition of Non-IFRS Measures 22

23 Click Nuvo to Stand edit Alone Master - Adjusted title styletotal Revenue Thousands 9 Months ended Sept 30, Year ended Dec 31, $ $ Total Revenue 15,391 17,523 Add Back: Amounts billed to customers for existing contract assets Adjusted Net Revenue 15,734 17,523 1 Per the Nuvo consolidated financial statements for the period ended December 31, Per the Nuvo unaudited condensed consolidated financial statements for the nine month period ended September 30,

24 Click Nuvo to Stand edit Alone Master - Adjusted title styleebitda Thousands 9 Months ended Sept 30, Year ended Dec 31, $ $ Net Income (loss) (1,522) 1,581 Add Back: Income Tax Expense (recovery) (123) 1 Interest Income (37) (157) Depreciation and Amortization 1, EBITDA 178 1,683 Add Back: Amounts billed to customers for existing contract assets Stock-based compensation expense Other Expenses (Income): Change in fair value of contingent and variable consideration Foreign currency loss Other income - (44) Adjusted EBITDA 1,438 2,461 1 Per the Nuvo consolidated financial statements for the period ended December 31, Per the Nuvo unaudited condensed consolidated financial statements for the nine month period ended September 30,

25 Click Nuvo to Stand edit Alone Master - Adjusted title styleebitda* Thousands Three Months ended Dec 31, 2018 Three Months ended Dec 31, 2017 $ $ Net Income (loss) (6,850) (186) Add Back: Income Tax Expense (recovery) (74) - Interest Expense (income) (32) (39) Depreciation and Amortization EBITDA (6,323) (141) Add Back: Amounts billed to customers for existing contract assets Stock-based compensation expense Other Expenses (Income): Loss on disposal of contract asset Change in fair value of contingent and variable consideration (71) - Foreign currency loss (gain) Other income - - Adjusted EBITDA (5,077) 117 * Per the Company s Annual Report filed March 29,

26 Click Nuvo to Stand edit Alone Master - Adjusted title styleebitda* Thousands Year Ended Dec 31, 2018 Year Ended Dec 31, 2017 $ $ Net Income (loss) (6,776) 1,581 Add Back: Income Tax Expense (74) 1 Interest Expense (32) (157) Depreciation and Amortization 2, EBITDA (4,389) 1,683 Add Back: Amounts billed to customers for existing contract assets 514 Stock-based compensation expense Other Expenses (Income): Loss on disposal of contract asset Change in fair value of contingent and variable consideration Foreign currency loss (gain) (465) 336 Other income - (44) Adjusted EBITDA (2,911) 2,461 * Per the Company s Annual Report filed March 29,

27 Click Pro Forma to edit Adjusted Master title Total style Revenue * Thousands 9 Months ended Sept 30, 2018 Year ended Dec 31, 2017 $ $ Total Revenue 49,168 71,424 Add Back: Amounts billed to customers for existing contract assets 9,953 - Adjusted Total Revenue 59,121 71,424 * Per the unaudited pro forma combined financial statements included in the Company s BAR filed March 15,

28 Click Pro Forma to edit Adjusted Master title EBITDA style * Thousands 9 Months ended Sept 30, 2018 Year ended Dec 31, 2017 $ $ Net Income (loss) - (601) Add Back: Income Tax Expense Interest Expense 6,040 11,979 Depreciation and Amortization 4,656 6,176 EBITDA 10,928 18,339 Add Back: Amounts billed to customers for existing contract assets 9,953 - Inventory step-up expense 1,432 6,678 Stock-based compensation expense Other Expenses (Income): Change in fair value of contingent and variable consideration Foreign currency loss Other income (282) (2,182) Adjusted EBITDA 23,084 23,785 * Per the unaudited pro forma combined financial statements included in the Company s BAR filed March 15,