VIVUS Issues Statement Ahead of Annual Holder Meeting, Says In Pact with Menarini Group for Spedra

VIVUS, Inc.

(the "Company"), a pharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity and sexual health, today issued the following statement in connection with the Company's 2013 Annual Meeting of Stockholders, which will be held on July 15, 2013: VIVUS's July 15, 2013 Annual Meeting of Stockholders is fast approaching and it is extremely important that stockholders know the facts before they vote. Despite First Manhattan Co's ("FMC") disruptive efforts, the VIVUS Board and management team are making meaningful progress toward unlocking the full potential of Qsymia^® (phentermine and topiramate extended-release) capsules CIV and STENDRA™ (avanafil) (SPEDRA™ in the European Union) and maximizing value for stockholders. Under the direction of its Board and management team, the Company has achieved significant commercial and corporate milestones for both assets, including broadening reimbursement coverage for Qsymia, and recently launching it in approximately 8,000 certified retail pharmacies. VIVUS also announced, just this week, an agreement with Menarini Group to commercialize and promote SPEDRA in more than 40 European countries, Australia and New Zealand. We are executing a strategy to maximize stockholder value and we believe that if FMC's director nominees are elected they will spend up to a year studying what to do, allowing other competitors to enter the market and forfeiting Qsymia's first-mover advantage – putting the future of VIVUS at risk. We are not alone in our belief that FMC is creating unnecessary risk for our stockholders. Several independent and influential financial Wall Street analysts with a deep understanding of VIVUS's business and the pharmaceutical industry, have issued reports that express their support for VIVUS's current strategy and their belief that VIVUS's Board and management team are successfully executing on our plan to make Qsymia a top selling drug^1:  "The deal with Menarini is favorable for Vivus on multiple fronts, we believe. Beyond providing a bolus of cash to continue to fund operations, the deal should allow Vivus to focus additional efforts on lead product Qsymia." Piper Jaffray, July 9, 2013 "We view the expansion to retail distribution as a key step in driving accelerated prescription growth in 2H13. In addition, we believe management has demonstrated an ability to execute on its commercial plan for Qsymia, which we view positively ahead of the July 15 proxy vote." "…we ultimately would not view a complete turnover of the board and/or management as a positive for the long term success of Qsymia." JMP Securities, July 1, 2013 "We believe that VIVUS has executed well within the constraints of the REMs driven restricted access, lack of insurance coverage, lack of clinical guidelines, and lack of broad buy-in by the primary care physician community. With the recent fundamental changes to market dynamics, we anticipate increased patient, physician, and collaborator interest in Qsymia specifically, and the obesity drug space generally over the next 12-24 months that favors these drugs to achieve blockbuster revenue potential." "We are encouraged by 1) gains in payor coverage that we anticipate will further increase soon, 2) the recent loosening of REMS restrictions which should translate into broad pharmacy access in ~6 weeks, and 3) growing pharmacoeconomic evidence of benefits to the health system from weight loss." Piper Jaffray, May 28, 2013 "The recently secured FDA approval to expand Qsymia's distribution to retail pharmacies was a key gating event in our view, to not only remove a hurdle for patient and prescriber access but also to enable partnership discussions. Our revenue forecasts for 2H are achievable in our view and assume VVUS markets Qsymia on its own. The company has successfully increased payor coverage for Qsymia with formulary additions at Express Scripts, Medco, and the VA. Our revenue forecasts for 2014 and beyond assume VVUS secures a marketing partnership that enables an aggressive acceleration in market penetration." BofA Merrill Lynch, May 16, 2013 "More detailed prescription and patient trends are encouraging and demonstrate that VVUS is progressing well in building momentum for a meaningful 2H13. With REMS modification in place and its full implementation expected in July 2013, reimbursement coverage from Express Scripts, Medco, the VA, and a recent updated AACE diabetes treatment algorithm that specifically calls out obesity drug therapies as a cornerstone of diabetes management, we believe Qsymia scripts and revenue are poised to finally accelerate in 2H13+ and beyond." Leerink Swann, May 9, 2013 "...driving sales will be a function of 1) accessibility and 2) education/experience. In our view, the company has made undeniable progress on the accessibility front. This month alone we've seen a less obstructive REMS, positively updated AACE treatment guidelines, and now another major victory on the reimbursement front. To be clear, we do still anticipate the jury will remain out until these promising developments translate into clear-cut evidence of script and sales acceleration. Nevertheless, we are optimistic that this launch can come together and see today's announcement as yet another positive development and credibility boost for Vivus." JPMorgan, April 30, 2013 VOTE FOR THE VIVUS DIRECTOR NOMINEES ON THE GOLD PROXY CARD TODAY VIVUS stockholders are reminded that their vote is extremely important, no matter how many or how few shares they own. Whether or not you plan to attend the Annual Meeting, you have an opportunity to protect your investment in VIVUS by voting the GOLD proxy card. Please do not return or otherwise vote any white proxy card sent to you by FMC. If you have any questions, or would like assistance in voting your GOLD proxy card please contact: MORROW & CO., LLC Call Toll Free: (800) 607-0088 Call Collect: (203) 658-9400 E-mail: vivusinfo@morrowco.com Deutsche Bank Securities Inc. is serving as financial advisor, Hogan Lovells US LLP is serving as legal advisor, and Morrow & Co., LLC is serving as proxy solicitor to the Company.