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VIVUS, First Manhattan, Sarissa Capital Announce Settlement Agreement Related to Proxy Contest


VIVUS, Inc. (NASDAQ: VVUS), First Manhattan , owner of approximately 9.9 percent of the outstanding shares of VIVUS, and Sarissa Capital Management, owner of approximately two percent of VIVUS's outstanding shares, jointly announced today that VIVUS and FMC have entered into a settlement agreement regarding their proxy contest related to the Company's 2013 Annual Meeting of Stockholders.

Under the terms of the agreement, Charles J. Casamento Ernest Mario, Ph. D., Linda M. Shortliffe, M.D., Peter Y. Tam and Leland F. Wilson will resign from the Board effective tomorrow. The Board was expanded today from nine to 11 members. Six FMC nominees, Michael James Astrue, Samuel F. Colin, M.D., Alexander J. Denner, Johannes J.P. Kastelein, David York Norton and Herman Rosenman, are being appointed to the Board to fill the resulting vacancies. Anthony P. Zook is expected to be named VIVUS's new Chief Executive Officer and appointed to the Board. VIVUS agreed to nominate a total of 11 nominees for election to the Board at the Annual Meeting, including the six FMC nominees and Mr. Zook, as well as J. Martin Carroll, Mark B. Logan, Jorge Plutzky M.D. and Robert N. Wilson from VIVUS's slate.

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