Our purpose

We enable people with life-altering conditions to lead better lives

The Story of Shire’s Acquisition of

Advanced BioHealing, Inc.

Panelists

• Rosina Pavia (moderator)Partner, Pappas Ventures

• Barbara DeptulaEVP & Chief Corporate Development Officer, Shire plc.

• Gary Kurtzman, MDSVP and Managing Director, Safeguard Scientifics

• Dean TozerSVP Corporate Development, Advanced BioHealing Inc.

To be as brave as the people we help

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Agenda

• ABH History and Journey to an Exit

• The Investor Perspective

• The Acquirer Perspective

• Q&A

To be as brave as the people we help

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Agenda

• ABH History and Journey to an Exit

• The Investor Perspective

• The Acquirer Perspective

• Q&A

To be as brave as the people we help

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Major Milestones

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1990’s:Advanced Tissue Sciences (ATS) invests >$300M developing Dermagraft & TransCyte

2000:ATS forms marketing partnership with Smith & Nephew

2001: DG approved by the FDA to treat DFU

2002: ATS files for bankruptcy

2003:S&N purchases DG from bankruptcy and continues with commercialization

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Major Milestones

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2005: Smith & Nephew shuts down production

2006: ABH purchases assets

2007: First ABH manufactured DG shipped in the U.S.

2010: DG sales reach $147M in U.S.

2011: Shire completes $750M acquisition of ABH

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Fund Raising

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2003

$2.4M

2005

Series A

$8.0M

Series B

2007

$30.0M

Series C

$10.0M

Friends, family & angels

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Robust Revenue Growth

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CAGR =

15

7%

Annual Revenue(in millions)

Annual Revenue(in millions)

2Q11 vs. 2Q10(in millions)

2Q11 vs. 2Q10(in millions)

32%

2Q11

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ABH Strategic Growth Options

ABH Strategic Growth Options• Private Equity• IPO• Merger & Acquisition

Goals• Execute on our vision and “3 Point Growth Plan” • Build out balance sheet• Allow our early investors an exit

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Evaluation of Options

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To be as brave as the people we help

Down To The Wire

January May2011

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Why Shire?

• Share a common vision for Regenerative Medicine

• ABH is a “corner property”• Similar culture and patient-centric values

• $20B market cap, $4B in revenues, strong balance sheet

• Management team & employees lead a new business area

• International infrastructure

To be as brave as the people we help

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Agenda

• ABH History and Journey to an Exit

• The Investor Perspective

• The Acquirer Perspective

• Q&A

To be as brave as the people we help

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To be as brave as the people we help

Investor Perspective

Series C (Feb. 2007): What were we thinking?

Products/Pipeline– Dermagraft (DFU) – 30K units/$15M under S&N and losing money

– Trancyte (burns)

– Celladerm – Next gen product

Wound healing – “Let me discuss it at our partners meeting and we’ll get back to you.”Right place at the right time

– Reimbursement study

– High-touch, “high-science” sales and marketing plan

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Investor Perspective

Post Series C (2007–2010): What were we thinking?

Products/Pipeline– Dermagraft – traction in marketplace from day 1

– Transcyte – no ROI/sell product to government for strategic stockpile

– Celladerm – no ROI/cut program

Infrastructure– Leverage

• Products or development

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To be as brave as the people we help

Investor Perspective

Post Break-Even (2010–2011): What were we thinking?

Products/Pipeline– Dermagraft – $80M growing to $200M

– Transcyte – bureaucracy

Infrastructure– Leverage

• Products – not a lot at a price we could afford

• Development eats EBIT

“Strategic Alternatives”– M&A

– Private Equity

– IPO

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Investor Perspective

To be as brave as the people we help

January May2011

Fear and GreedGreedMoreGreed

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Investor Perspective

To be as brave as the people we help

Agenda

• ABH History and Journey to an Exit

• The Investor Perspective

• The Acquirer Perspective

• Q&A

To be as brave as the people we help

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Regenerative Medicine: a New Growth Area

Long-standing area of strategic interest for Shire:

High unmet needs in select disease states (e.g. wound healing, bone and tissue repair, organ transplantation, etc.), not adequately addressed with conventional therapy

Clinical and economic value to all stakeholders Sustainable exclusivity - Seek metabolically active products with a

BLA, NDA or Class III PMA regulatory pathways: Premium market position dependent on data acquisition Reject 510(k) “innovation”

Goal of Regenerative Medicine: to revitalise damaged tissues and organs resulting from disease, injury or even the normal aging process

Includes: artificial skin, neural regeneration, islet cells for diabetes, substantial heart repair, new bone growth, progress to bladders, livers, kidneys

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To be as brave as the people we help

Strong Fit to Criteria for Corner PropertyStrategic Symptomatic Disease High level of Unmet Need Disease knowledge – comes with asset Compelling value proposition to Patients, Physicians and Payers~ Patient age – prefer younger population Specialist physicians/limited number of call points Sustainable IP/market exclusivity Prefer Global rights (Note: only registered in US to date) Expect to achieve #1 or #2 Market position~ Low R&D technical risk

Financial $250m+ peak sales 15+% revenue growth Limited R&D spending EBITDA >30%

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To be as brave as the people we help

Unique Value Opportunity in the Space

Commercially successful business model in cell therapy Derma graft is the market leader in the metabolically active segment

of wound healing Low current and expected competition in biological treatments for

DFU Excellent reimbursement for Derma graft in US Compelling cost benefit arguments Length of exclusivity beyond patent expiries because of high

investment barrier to entry Extension of the fibroblast expression platform acquired with TKT Leverages HGT manufacturing, engineering and QA expertise Patient-centric approach is consistent with Shire’s 2020 strategy

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To be as brave as the people we help

To be as brave as the people we help

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Advanced BioHealing…Advanced Timeline

NYSE bell ringing set for May 18th

Due diligence and negotiations May 3rd–17th

The Headline…

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Shire to establish new Regenerative Medicine business unit through cash acquisition of Advanced BioHealing, Inc., including US marketed DERMAGRAFT®

Shire to establish new Regenerative Medicine business unit through cash acquisition of Advanced BioHealing, Inc., including US marketed DERMAGRAFT®

Agenda

• ABH History and Journey to an Exit

• The Investor Perspective

• The Acquirer Perspective

• Q&A

To be as brave as the people we help

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Our purpose

We enable people with life-altering conditions to lead better lives

Thank You