POZEN And Tribute Announce Plan To Proceed With Merger To Form Aralez Pharmaceuticals, $350 Million Capital Commitment from Deerfield-Led Syndicate

POZEN Inc. ("POZEN")

and Tribute Pharmaceuticals Canada Inc. ("Tribute") (TSX VENTURE:TRX) (OTCQX International:TBUFF) today confirmed their merger plans and announced that they have entered into an amended agreement and plan of merger, which among other things, moves the domicile for their proposed parent company, Aralez Pharmaceuticals Inc. ("Aralez"), from Ireland to Canada. This alternative transaction structure, the parties believe, is in the best interest of their respective securityholders. The companies previously announced in June 2015 that POZEN would acquire Tribute and the combined company would be renamed Aralez Pharmaceuticals. With planned business operations in Ireland, Canada and the United States, the Canadian domicile offers a substantially similar corporate and tax structure to the previous Irish domicile, and will benefit from Tribute's business foundation and strong presence in Canada where Tribute is incorporated and from where it has always operated. POZEN's proxy statement relating to the proposed transaction dated November 6, 2015 and Tribute's Management Proxy Circular dated November 6, 2015, mailed by the parties to their respective securityholders, will be withdrawn and new filings will be made with the requisite regulatory authorities to reflect changes and updates to the transaction structure. As a result, the meetings of the securityholders of Tribute and POZEN scheduled for December 9 and 10, respectively, have been canceled and new meeting dates will be set and communicated in subsequent proxy materials. The transaction is expected to close in the first quarter of 2016. It is a condition of closing that the common shares of Aralez be approved for listing on the NASDAQ and conditionally approved on the TSX. Capital Investment In connection with the acquisition, a syndicate of leading healthcare investors, led by Deerfield and including QLT Inc., Broadfin Capital LLC and JW Asset Management, LLC has confirmed their commitment of up to US$350 million in growth capital for the combined company, intended to support the anticipated commercial launches of YOSPRALA™ and Fibricor® as well as future potential product and company acquisitions. Such financing is expected to close immediately prior to closing of the transaction with POZEN and Tribute. The proposed investment in Aralez includes: US$75 million of equity in Tribute immediately prior to closing of the transaction at a price per share equal to (a) the lesser of (i) US$7.20, and (ii) a five percent (5%) discount off the five day volume weighted average price ("VWAP") per share of POZEN common stock, calculated over the five trading days immediately preceding the date of closing, not to be less than US$6.25, multiplied by (b) .1455 (the conversion ratio). In the event any of POZEN, Tribute or Aralez announce a material event (other than results of any shareholder meeting) during the ten day period immediately preceding closing, the VWAP lookback period will be reduced from five days to two days. US$75 million in 2.5% convertible senior secured notes due six years from issuance with a conversion price equal to a 32.5% premium to the aforementioned equity price. Up to US$200 million committed secured debt facility to fund future acquisitions. "The change in domicile for Aralez remains consistent with our overall vision and strategy for the company and is expected to deliver similar competitive advantages to an Irish domicile," said Adrian Adams, Chief Executive Officer of POZEN Inc. "We continue to maintain a presence in Ireland through an operating company that holds intellectual property, including YOSPRALA, and from which Aralez plans to execute its acquisition strategy. We are pleased that the Deerfield-led syndicate continues to be supportive of our growth strategy." "We are pleased with the alternative transaction structure and the plan to proceed with a Canadian domicile," said Rob Harris, President and Chief Executive Officer of Tribute. "We believe that the new structure will benefit from Tribute's business foundation in Canada and provide a platform for continued growth." Compelling Strategic Rationale of the Acquisition World-Class Management. Adrian Adams (Chief Executive Officer) and Andrew Koven (President and Chief Business Officer) formerly led companies including Auxilium, Inspire, Sepracor and Kos. Broad and Diversified Product Portfolio. Multiple United States and Canadian cardiovascular and pain products, in addition to products with specialist indications including dermatology, orthopedics, urology and acute care. Strong Financial Profile. Well-capitalized, competitive structure company with ample liquidity to commercialize existing portfolio products, including YOSPRALA and Fibricor, and to explore additional acquisition opportunities. Platform for Growth. Team, corporate structure, financial profile and Irish presence set the stage for sustained long-term growth, both organically and through acquisitions. Transaction Terms and Structure The parties have formed a new company, Aralez Pharmaceuticals Inc. ("Aralez"), organized under the laws of British Columbia, Canada. A Canadian subsidiary of Aralez will merge with Tribute, through a three-cornered amalgamation in a plan of arrangement, with Tribute surviving as a wholly-owned subsidiary of Aralez. Similarly, an indirect U.S. subsidiary of Aralez will merge with POZEN, with POZEN surviving as a wholly-owned subsidiary of Aralez. At closing, each share of POZEN common stock will be converted into the right to receive one Aralez common share and each common share of Tribute (other than dissenting shares) will be exchanged for 0.1455 of an Aralez common share. This exchange ratio remains unchanged from the ratio announced when the parties initially entered into the agreement and plan of merger. As a result of the proposed transaction and before giving effect to the contemplated financing, stockholders of POZEN will own approximately 64 percent of Aralez and shareholders of Tribute will own approximately 36 percent of Aralez, in each case prior to giving effect to any exercise of any outstanding options or warrants or vesting and delivery of any restricted stock units of either company after the date hereof. As of December 7, 2015, POZEN has 33.2 million common shares outstanding and 39.3 million fully diluted shares and Tribute has 126.2 million common shares outstanding and 163.4 million fully diluted shares. The transaction will be taxable to the POZEN stockholders. It is a condition of closing that the common shares of Aralez be approved for listing on the NASDAQ and conditionally approved on the TSX.