EXACT SCIENCES CORPORATION

• Exact Sciences Corp (NASDAQ: EXAS) is headquartered in Madison, WI with a 140- person sales team that is expected to reach 200 by Q4 2015.
• The company has a market cap of ~$2B and a cash balance of $282.8M as of December 31, 2014. The company posted $1.5M in revenue during Q4 2014, its first full quarter with Cologuard® on the market.

Cologuard® overview

• In Q3 2014 the FDA approved Cologuard, Exact Sciences’ noninvasive, stool DNA colorectal cancer screening test.
• Cologuard is the first noninvasive screening test for colorectal cancer screening in average risk patients that analyzes both stool DNA and blood biomarkers.
• Cologuard, which is available through healthcare providers, offers people 50 and older at average risk for colorectal cancer an easy-to-use screening test they can do in the privacy of their own home.

Cologuard® sales team overview

• 140 sales professionals increased from 80 sales professionals on March 1, 2015 who target GIs and PCPs.
• Average >10 years of experience for each professional.

IRONWOOD PHARMACEUTICALS CORPORATION:

• Ironwood Pharmaceuticals (NASDAQ: IRWD) is headquartered in Cambridge, MA.
• The company is focused on its strategy to build a leading pharmaceutical company grounded in a strong base of GI leadership.
• Ironwood and its U.S. partner Actavis continue to maximize LINZESS, which is on strong trajectory with continued growth in Rx demand.
• The company is also advancing multiple product candidates targeting large unmet needs in millions of patients, representing multi-billion dollar product opportunities.
• Ironwood has a ~$2.2B market cap and ~$248M in cash as of December 31, 2014.
• Ironwood has prior experience with co-promote agreements, including:
• US – Actavis (formerly Forest Laboratories) starting in Q4 2012 (Actavis co- promotes LINZESS)
• US – AstraZeneca (IRWD previously co-promoted AZ’s Nexium)

LINZESS® overview

• LINZESS was approved in the U.S. in August 2012 for the treatment of adults with IBS with constipation (IBS-C) or chronic idiopathic constipation (CIC). Ironwood and Actavis began commercializing LINZESS in the U.S. in December 2012. In FY 2014 LINZESS had $297M in net sales.
• Ironwood and Actavis jointly develop and commercialize LINZESS in the U.S., sharing equally in any net profits or losses.

LINZESS sales team overview

• ~160 sales representatives who are targeting more than 25,000 physicians, including both GIs and high prescribing PCPs.

Co-Promote Terms

• Ironwood’s sales force will target ~25,000 physicians, including both GIs and PCPs.
• Cologuard will be in the second position (P2) in the Ironwood sales bag (LINZESS remains P1).
• Ironwood will be compensated from the net sales generated from the physicians on whom they call.
• The companies will collaborate on medical education initiatives to support more in-depth understanding of Cologuard and the importance of colorectal cancer screening.
• Exact Sciences will maintain responsibility for all other aspects of commercialization of Cologuard.
• The non-exclusive co-promotion agreement covers an initial one-year term with the opportunity for extension.
• The agreement is exclusive to the United States.

What this agreement means for Exact Sciences

• More than doubles the sales team’s coverage for Cologuard, adding ~160 sales professionals from Ironwood.
• Accelerates Exact Sciences’ already growing medical education program.
• Immediately advances awareness of Cologuard among health care providers as Exact Sciences simultaneously expands its sales force to 200 professionals during 2015.

What this agreement means for Ironwood Pharmaceuticals

• Ironwood believes that providing an additional innovative product like Cologuard will drive additional LINZESS revenues by increasing the effectiveness of its LINZESS selling effort, meeting a critical patient need and strengthening the value Ironwood brings to healthcare professionals
• Ironwood’s promotional efforts for Cologuard are fully aligned with its existing Ironwood sales force call points, leverages its strong commercial capabilities and further establishes Ironwood as a leading GI company
• It is also immediately accretive and essentially 100% efficient, with no additional unreimbursed costs required to promote Cologuard, and the Ironwood sales force will continue to have further capacity for additional proprietary products and co-promotes