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Ironwood Pharmaceuticals Provides Third Quarter 2018 Investor Update

November 6, 2018 8:09 AM

– LINZESS® (linaclotide) U.S. net sales increased 7% to $205 million in 3Q 2018 vs 3Q 2017 –

– Ironwood revenue of $66 million in 3Q 2018, which includes a $30 million reduction due to LINZESS change in estimate as reported to Ironwood by Allergan –

– Received Fast Track Designation for praliciguat for potential treatment of HFpEF –

– On track to complete separation of Ironwood into two independent, publicly traded companies in first half 2019 –

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a commercial biotechnology company, today provided an update on its third quarter 2018 results and recent business activities.

“Ironwood carried operating momentum from the first half of 2018 through the third quarter, driven by 12% LINZESS demand growth and further advancement of our five ongoing clinical programs with linaclotide, IW-3718, olinciguat and praliciguat,” said Peter Hecht, chief executive officer of Ironwood. “LINZESS is the branded prescription market leader in its class, driven by our productive investments in marketing, personal promotion and payer access. LINZESS is a growth brand with years of expected patent coverage ahead, and we and Allergan are investing in multiple innovative strategies that we believe represent an opportunity to drive significant growth going forward.”

Dr. Hecht continued, “We also made progress on our planned separation, which we believe will better position both companies to bring new treatment options to patients and unlock value for shareholders. Following the separation, we expect Ironwood will be a profitable, leading U.S. GI company. We expect the R&D Co. to harness its expertise in sGC pharmacology, developing five sGC stimulators tailored for serious and orphan diseases.”

Third Quarter 2018 and Recent Highlights

Irritable Bowel Syndrome with Constipation (IBS-C) / Chronic Idiopathic Constipation (CIC)

Persistent Gastroesophageal Reflux Disease (GERD)

Sickle Cell Disease

Olinciguat. Ironwood is advancing olinciguat, one of its tailored clinical soluble guanylate cyclase (sGC) stimulators, for the potential treatment of sickle cell disease. Sickle cell disease is a rare, genetic disease that affects approximately 100,000 Americans. It causes red blood cells to “sickle”, or become misshapen, and to more easily rupture, resulting in nitric oxide depletion and severe complications including chronic vascular inflammation, painful vaso-occlusive crises, poor blood flow to organs, pulmonary hypertension, and renal failure.

Diabetic Nephropathy and Heart Failure with Preserved Ejection Fraction (HFpEF)

Corporate Updates

Financial Results

Ironwood now expects total restructuring costs to be approximately $16 million, versus previous guidance of $18 million to $21 million.

Non-GAAP Financial Measures

Ironwood presents non-GAAP net loss and non-GAAP net loss per share to exclude the impact of net gains and losses on the derivatives related to our convertible notes that are required to be marked-to-market, the amortization of acquired intangible assets, the fair value remeasurement of contingent consideration associated with Ironwood’s U.S. license agreement with AstraZeneca�for the exclusive�rights to all products containing lesinurad, and the impairment of intangible assets associated with Ironwood’s subsequent notice of termination of the lesinurad license agreement. The derivative gains and losses may be highly variable, difficult to predict and of a size that could have a substantial impact on the company’s reported results of operations in any given period. The acquired intangible assets are valued as of the date of acquisition and are amortized over their estimated economic useful life, and management believes excluding the amortization of acquired intangible assets provides more consistency with the treatment of internally developed intangible assets for which research and development costs were previously expensed. The contingent consideration balance is remeasured each reporting period, and the resulting change in fair value impacts the company’s reported results of operations. The changes in the fair value remeasurement of contingent consideration do not correlate to the company’s actual cash payment obligations in the relevant period. Impairment of intangible assets is a non-cash charge that Ironwood considers to be non-recurring as it is associated with its notice of termination of the lesinurad franchise. As such, management believes that excluding the impairment of intangible assets provides more transparency into Ironwood’s continuing operations. Management believes this non-GAAP information is useful for investors, taken in conjunction with Ironwood’s GAAP financial statements, because it provides greater transparency and period-over-period comparability with respect to Ironwood’s operating performance. These measures are also used by management to assess the performance of the business. Investors should consider these non-GAAP measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. For a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, please refer to the table at the end of this press release.

Conference Call Information

Ironwood will host a conference call and webcast at 8:30 a.m. Eastern Time on Tuesday, November 6, 2018 to discuss its third quarter 2018 results and recent business activities. Individuals interested in participating in the call should dial (877) 643-7155 (U.S. and Canada) or (914) 495-8552 (international) using conference ID number 6878976. To access the webcast, please visit the Investors section of Ironwood’s website at www.ironwoodpharma.com at least 15 minutes prior to the start of the call to ensure adequate time for any software downloads that may be required. The call will be available for replay via telephone starting at approximately 11:30 a.m. Eastern Time, on November 6, 2018 running through 11:59 p.m. Eastern Time on November 13, 2018. To listen to the replay, dial (855) 859-2056 (U.S. and Canada) or (404) 537-3406 (international) using conference ID number 6878976. The archived webcast will be available on Ironwood’s website for 14 days beginning approximately one hour after the call has completed.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (Nasdaq: IRWD) is a commercial biotechnology company focused on creating medicines that make a difference for patients, building value for our fellow shareholders, and empowering our passionate team. We discovered, developed and are commercializing linaclotide, the U.S. branded prescription market leader for adults with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC). Our pipeline priorities for linaclotide include a Phase IIIb trial evaluating its efficacy and safety on multiple abdominal symptoms, including abdominal bloating, pain, and discomfort in adult patients with IBS-C, as well as research into a formulation of linaclotide designed to relieve pain across all IBS subtypes.

We are also advancing a pipeline of innovative product candidates in areas of significant unmet need, including persistent gastroesophageal reflux disease, diabetic nephropathy, heart failure with preserved ejection fraction and sickle cell disease. Ironwood was founded in 1998 and is headquartered in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both these locations.

About LINZESS (linaclotide)

LINZESS® is the #1 prescribed brand for the treatment of adult patients with irritable bowel syndrome with constipation (IBS-C) and chronic idiopathic constipation (CIC), based on IQVIA data. Since its FDA approval in August of 2012 and subsequent launch in December 2012, greater than 2.2 million unique patients have filled approximately 12.2 million prescriptions for LINZESS, according to IQVIA.

LINZESS is a once-daily capsule that helps relieve the abdominal pain and constipation associated with IBS-C, as well as the constipation, infrequent stools, hard stools, straining, and incomplete evacuation associated with CIC. The recommended dose is 290 mcg for IBS-C patients and 145 mcg for CIC patients, with a 72 mcg dose approved for use in CIC depending on individual patient presentation or tolerability. LINZESS should be taken at least 30 minutes before the first meal of the day.

LINZESS is contraindicated in pediatric patients less than 6 years of age. The safety and effectiveness of LINZESS in pediatric patients less than 18 years of age have not been established. In neonatal mice, linaclotide increased fluid secretion as a consequence of GC-C agonism resulting in mortality within the first 24 hours due to dehydration. Due to increased intestinal expression of GC-C, patients less than 6 years of age may be more likely than patients 6 years of age and older to develop severe diarrhea and its potentially serious consequences. In adults with IBS-C or CIC treated with LINZESS, the most commonly reported adverse event was diarrhea.

LINZESS is not a laxative; it is the first medicine approved by the FDA in a class called guanylate cyclase-C (GC-C) agonists. LINZESS contains a peptide called linaclotide that activates the GC-C receptor in the intestine. Activation of GC-C is thought to result in increased intestinal fluid secretion and accelerated transit and a decrease in the activity of pain-sensing nerves in the intestine. The clinical relevance of the effect on pain fibers, which is based on nonclinical studies, has not been established.

In the United States, Ironwood and Allergan plc co-develop and co-commercialize LINZESS for the treatment of adults with IBS-C or CIC. In Europe, Allergan markets linaclotide under the brand name CONSTELLA® for the treatment of adults with moderate to severe IBS-C. In Japan, Ironwood's partner Astellas markets linaclotide under the brand name LINZESS for the treatment of adults with IBS-C or CIC. Ironwood also has partnered with AstraZeneca for development and commercialization of linaclotide in China, and with Allergan for development and commercialization of linaclotide in all other territories worldwide.

About ZURAMPIC (lesinurad) 200mg tablets

ZURAMPIC (lesinurad) works in combination with xanthine oxidase inhibitors (XOIs) to treat hyperuricemia associated with uncontrolled gout. ZURAMPIC is not recommended for the treatment of asymptomatic hyperuricemia and should not be used as monotherapy. XOIs reduce the production of uric acid; ZURAMPIC increases the excretion of uric acid. Together, the combination of ZURAMPIC and an XOI provides a dual mechanism of action that both decreases production and increases excretion of uric acid, thereby lowering serum uric acid (sUA) levels in patients who have not achieved target serum uric acid levels with XOI treatment alone. ZURAMPIC selectively inhibits the function of transporter proteins uric acid transporter 1 (URAT1) and organic anion transporter 4 (OAT4), involved in uric acid reabsorption in the kidney. The safety and efficacy of ZURAMPIC was established in three Phase III clinical trials that evaluated a once-daily dose of ZURAMPIC in combination with the XOI allopurinol or febuxostat compared to XOI alone. The boxed warning for ZURAMPIC states that acute renal failure has occurred with�ZURAMPIC and was more common when ZURAMPIC was given alone and reinforces that ZURAMPIC should be used in combination with an XOI.

About DUZALLO (lesinurad and allopurinol)

DUZALLO (lesinurad and allopurinol) is a once-daily oral therapy that contains lesinurad 200 mg plus allopurinol 300 mg; it is also available in a lesinurad 200 mg plus allopurinol 200 mg dosage. DUZALLO is approved by the�FDA�as a once-daily oral treatment for hyperuricemia associated with gout in patients who have not achieved target serum uric acid (sUA) levels with a medically appropriate daily dose of allopurinol alone. DUZALLO is not recommended for the treatment of asymptomatic hyperuricemia. Allopurinol is an XOI whose action differs from that of uricosuric agents such as lesinurad. Allopurinol reduces the production of uric acid (UA); lesinurad increases renal excretion of UA by selectively inhibiting the action of URAT1, the UA transporter responsible for the majority of renal UA reabsorption. The dual-mechanism combination of DUZALLO can address both inefficient excretion and overproduction of UA, thereby lowering sUA levels. DUZALLO should be taken in the morning with food and water, and patients should be advised to stay well hydrated when taking DUZALLO (about 2 liters of liquid a day).

LINZESS Important Safety Information

INDICATIONS AND USAGE

LINZESS (linaclotide) is indicated in adults for the treatment of both irritable bowel syndrome with constipation (IBS-C) and chronic idiopathic constipation (CIC).

IMPORTANT SAFETY INFORMATION

WARNING: RISK OF SERIOUS DEHYDRATION IN PEDIATRIC PATIENTS

LINZESS is contraindicated in patients less than 6 years of age. In nonclinical studies in neonatal mice, administration of a single, clinically relevant adult oral dose of linaclotide caused deaths due to dehydration. Use of LINZESS should be avoided in patients 6 years to less than 18 years of age. The safety and effectiveness of LINZESS have not been established in patients less than 18 years of age.

Contraindications

Warnings and Precautions

Pediatric Risk

Diarrhea

Common Adverse Reactions (incidence ≥2% and greater than placebo)

Please see full Prescribing Information including Boxed Warning: http://www.allergan.com/assets/pdf/linzess_pi

ZURAMPIC Important Safety Information and Limitations of Use

WARNING: RISK OF ACUTE RENAL FAILURE MORE COMMON WHEN USED WITHOUT A XANTHINE OXIDASE INHIBITOR (XOI)

  • Acute renal failure has occurred with ZURAMPIC and was more common when ZURAMPIC was given alone
  • ZURAMPIC should be used in combination with an XOI

Contraindications:

Warnings and Precautions:

Adverse Reactions:

Indication and Limitations of Use for ZURAMPIC

ZURAMPIC is a URAT1 inhibitor indicated in combination with an XOI for the treatment of hyperuricemia associated with gout in patients who have not achieved target serum uric acid levels with an XOI alone.

Please see full Prescribing Information, including Boxed Warning, at: http://irwdpi.com/zurampic/ZURAMPIC_PI_and_Medguide_2017.pdf#page=1

DUZALLO Important Safety Information

WARNING: RISK OF ACUTE RENAL FAILURE

  • Acute renal failure has occurred with lesinurad, one of the components of DUZALLO

Contraindications:

Warnings and Precautions:

Adverse Reactions:

Indication and Limitations of Use:DUZALLO, a combination of lesinurad, a URAT1 inhibitor, and allopurinol, a xanthine oxidase inhibitor, is indicated for the treatment of hyperuricemia associated with gout in patients who have not achieved target serum uric acid levels with a medically appropriate daily dose of allopurinol alone.

Please see full Prescribing Information, including Boxed, at https://www.irwdpi.com/duzallo/DuzalloPIandMedguide2017.pdf#page=1

LINZESS® and CONSTELLA® are registered trademarks of Ironwood Pharmaceuticals, Inc., and ZURAMPIC® and DUZALLO® are registered trademarks of AstraZeneca AB. Any other trademarks referred to in this press release are the property of their respective owners. All rights reserved.

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the proposed separation of our operations into two independent, publicly traded companies, including the status, completion and timing of the separation; the business and operations of Ironwood and R&D Co. and any benefits or costs of the separation, including the tax treatment; the timing of effectiveness of the termination of the lesinurad license agreement and the transition of lesinurad operations; the financial profiles and capital structures of Ironwood and R&D Co.; expectations and timing regarding Ironwood’s ability to achieve profitability; expectations regarding R&D Co.’s market, products, development and commercialization plans and ability to develop its pipeline; the development, launch, commercial availability and commercial potential of our products, product candidates and the other products that we promote and the drivers, timing, impact and results thereof; market size, commercial potential, prevalence, and the growth in, and potential demand for, our products and product candidates, as well as their potential impact on applicable markets; the potential indications for, and benefits of, our products and product candidates; the anticipated timing of preclinical, clinical and regulatory developments and the design, timing, size and results of clinical and preclinical studies; expected periods of patent exclusivity, durability and life of the patent portfolios for our products and product candidates; the strength of the intellectual property protection for our products and product candidates; and our financial performance and results, and guidance and expectations related thereto (including the drivers and timing thereof), including expectations related to the allocation of capital, LINZESS net price, LINZESS brand-specific adjustments, LINZESS U.S. net sales, ex-U.S. revenue (including API revenue), R&D, SG&A and marketing and sales expenses, net interest expense, total restructuring costs, the non-recurrence of impairment charges to intangible assets and plans to revise cash guidance. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the possibility that we may not complete the separation of our business on the terms or timeline currently contemplated, if at all, achieve the expected benefits of the separation, and that the separation could harm our business, results of operations and financial condition; the risk that the transaction might not be tax-free; the risk that we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as independent companies; R&D Co.’s lack of independent operating history and the risk that its accounting and other management systems may not be prepared to meet the financial reporting and other requirements of operating as an independent public company; the risk that a separation may adversely impact our ability to attract or retain key personnel; the risk that we may experience difficulties in implementing or negative effects from the reduction in workforce, such as claims arising out of the reduction; risks related to the difficulty of predicting the financial impact or timing of our reduction in workforce; the effectiveness of development and commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development; the risk that findings from our completed nonclinical and clinical studies may not be replicated in later studies; efficacy, safety and tolerability of our products and product candidates; decisions by regulatory and judicial authorities; the risk that we may never get sufficient patent protection for our products and product candidates or that we are not able to successfully protect such patents; the outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including ANDA litigation; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues, our products or product candidates; the risk that we are unable to manage our operating expenses or cash use for operations, or are unable to commercialize our products, within the guided ranges or otherwise as expected; and the risks listed under the heading "Risk Factors" and elsewhere in Ironwood's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and in our subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this press release, and Ironwood undertakes no obligation to update these forward-looking statements. Further, Ironwood considers the net profit for the U.S. LINZESS brand collaboration with Allergan in assessing the product's performance and calculates it based on inputs from both Ironwood and Allergan. This figure should not be considered a substitute for Ironwood's GAAP financial results. An explanation of our calculation of this figure is provided in the U.S. LINZESS Brand Collaboration table and related footnotes accompanying this press release.

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

September 30,

2018

December 31,

2017

Assets
Cash, cash equivalents and available-for-sale securities $ 161,398 $ 221,416
Accounts receivable, net 65,375 82,157
Inventory, net 76 735
Prepaid expenses and other current assets 21,699 7,288
Total current assets 248,548 311,596
Restricted cash 7,676 7,056
Property and equipment, net 16,161 17,274
Convertible note hedges 142,774 108,188
Intangible assets, net - 159,905
Goodwill 785 785
Other assets 708 870
Total assets $ 416,652 $ 605,674
Liabilities and Stockholders’ (Deficit) Equity
Accounts payable, accrued expenses and other current liabilities $ 59,378 $ 61,508
Capital lease obligations 171 4,077
Current portion of deferred rent 247 195
Current portion of long- term debt 39,191 -
Current portion of contingent consideration 74 247
Deferred revenue 13,521 -
Total current liabilities 112,582 66,027
Deferred rent, net of current portion 6,113 5,449
Other liabilities 2,530 5,060
Contingent consideration, net of current portion - 31,011
Note hedge warrants 122,778 92,188
Convertible notes 261,355 249,193
Long-term debt 108,589 146,898
Total stockholders’ (deficit) equity (197,295) 9,848
Total liabilities and stockholders’ (deficit) equity $ 416,652 $ 605,674

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2018 2017 2018 2017
Total revenues $65,686 $86,825 $215,947 $ 204,068
Cost and expenses:
Cost of revenues, excluding amortization of acquired intangible assets 4,616 6,080 11,288 10,113
Write-down of inventory to net realizable value and (settlement) loss on non-cancellable purchase commitments (1,589) 71 247 167
Research and development 46,794 37,065 122,231 108,111
Selling, general and administrative 55,248 61,774 183,112 175,170
Amortization of acquired intangible assets 1,159 1,897 8,111 2,738
(Gain) loss on fair value remeasurement of contingent consideration (33,519) (628) (31,045) 7,919
Restructuring expenses 10,282 - 15,096 -
Impairment of intangible assets 151,794 - 151,794 -
Total cost and expenses 234,785 106,259 460,834 304,218
Loss from operations (169,099) (19,434) (244,887) (100,150)
Other (expense) income:
Interest expense, net (8,741) (8,534) (25,984) (25,672)
Gain (loss) on derivatives 3,489 (4,329) 3,996 (1,191)
Loss on extinguishment of debt - - - (2,009)
Other expense, net (5,252) (12,863) (21,988) (28,872)
GAAP net loss $(174,351) $(32,297) $(266,875) $ (129,022)
GAAP net loss per share—basic and diluted $(1.14) $(0.22) $(1.75) $(0.87)
Three Months Ended

September 30,

Nine Months Ended

September 30,

2018 2017 2018 2017
Non-GAAP net loss $(58,406) $(26,699) $(142,011) $(117,174)
Non-GAAP net loss per share (basic and diluted) $(0.38) $(0.18) $(0.93) $(0.79)

Weighted average number of common shares used in net loss per share — basic and diluted

153,227

149,502

152,143

148,695

Reconciliation of GAAP Results to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(unaudited)

A reconciliation between net loss on a GAAP basis and on a non-GAAP basis is as follows:

Three Months Ended

September 30,

Nine Months Ended,

September 30,

2018 2017 2018 2017
GAAP net loss $(174,351) $(32,297) $(266,875) $ (129,022)
Adjustments:
Mark-to-market adjustments on the derivatives related to convertible notes, net (3,489) 4,329 (3,996) 1,191
Amortization of intangible assets 1,159 1,897 8,111 2,738
Fair value remeasurement of contingent consideration (33,519) (628) (31,045) 7,919
Impairment of intangible assets 151,794 - 151,794 -
Non-GAAP net loss $(58,406) $(26,699) $(142,011) $ (117,174)

A reconciliation between diluted net loss per share on a GAAP basis and on a non-GAAP basis is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2018 2017 2018 2017
GAAP net loss per share – Basic and Diluted $(1.14) $(0.22) $(1.75) $(0.87)
Adjustments to GAAP net loss per share (as detailed above) 0.76 0.04 0.82 0.08
Non-GAAP net loss per share – basic and diluted $(0.38) $(0.18) $(0.93) $(0.79)

U.S. LINZESS Brand Collaboration1

Revenue/Expense Calculation

(In thousands)

(unaudited)

Three Months Ended

September 30,

2018 excluding Net
Sales Adjustment

Net Sales
Adjustment2

2018 2017
LINZESS U.S. net sales $204,815 $(59,326) $145,489 $190,932

Commercial costs and expenses3

62,798 - 62,798 64,034
Commercial profit on sales of LINZESS $142,017 $(59,326) $82,691 $126,898

Commercial Margin4

69% 57% 66%
Ironwood’s share of net profit $41,346 $63,449
Ironwood’s selling, general and administrative expenses5 10,915 10,456
Profit share adjustment - 1,677
Ironwood’s collaborative arrangement revenue $52,261 $75,582

1 Ironwood collaborates with Allergan on the development and commercialization of linaclotide in North America. Under the terms of the collaboration agreement, Ironwood receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. The purpose of this table is to present calculations of Ironwood’s share of net profit (loss) generated from the sales of LINZESS in the U.S. and Ironwood’s collaboration revenue/expense; however, the table does not present the research and development expenses related to LINZESS in the U.S. that are shared equally between the parties under the collaboration agreement. For the three months ended September 30, 2018, net profit for the U.S. LINZESS brand collaboration with Allergan was $66.2 million, calculated by subtracting $62.8 million in commercial costs and expenses and $16.5 million in research and development expenses, from LINZESS U.S. net sales of $145.5 million (which includes an approximately $59.3 million negative adjustment to LINZESS net sales which was reported to Ironwood by Allergan). Net brand profit of $66.2 million for the three months ended September 30, 2018, excluding the approximately $59.3 million negative adjustment to LINZESS net sales, would have been $125.5 million.

2 During the three months ended September 30, 2018, Allergan reported to Ironwood an approximately $59.3 million negative adjustment to LINZESS net sales. Such adjustment relates to the cumulative difference between certain previously estimated LINZESS gross-to-net sales reserves and allowances made by Allergan during the years ended December 31, 2015, 2016 and 2017, and actual subsequent payments made. This adjustment is primarily associated with estimated governmental and contractual rebates, as reported by Allergan. Upon receiving the information from Allergan, Ironwood recorded a $29.7 million reduction to collaborative arrangement revenue and accounts receivable in its third quarter 2018 financial statements related to its share of the adjustment.

3 Includes cost of goods sold incurred by Allergan as well as selling, general and administrative expenses incurred by Allergan and Ironwood that are attributable to the cost-sharing arrangement between the parties.

4 Commercial margin is defined as commercial profit on sales of LINZESS, as reported by Allergan, as a percent of total LINZESS U.S. net sales.

5 Includes Ironwood’s selling, general and administrative expenses attributable to the cost-sharing arrangement with Allergan.

U.S. LINZESS Brand Collaboration1

Revenue/Expense Calculation

(In thousands)

Nine Months Ended

September 30,

2018 excluding Net
Sales Adjustment

Net Sales
Adjustment2

2018 2017
LINZESS U.S. net sales $555,975 $(59,326) $496,649 $506,380

Commercial costs and expenses3

198,411 - 198,411 215,174
Commercial profit on sales of LINZESS $357,564 $(59,326) $298,238 $291,206

Commercial Margin4

64% 60% 58%
Ironwood’s share of net profit $149,119 $ 145,603

Ironwood’s selling, general and administrative expenses5

33,556 34,061
Profit share adjustment - 1,677
Ironwood’s collaborative arrangement revenue $182,675 $181,341

1 Ironwood collaborates with Allergan on the development and commercialization of linaclotide in North America. Under the terms of the collaboration agreement, Ironwood receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. The purpose of this table is to present calculations of Ironwood’s share of net profit (loss) generated from the sales of LINZESS in the U.S. and Ironwood’s collaboration revenue/expense; however, the table does not present the research and development expenses related to LINZESS in the U.S. that are shared equally between the parties under the collaboration agreement.

2 During the three months ended September 30, 2018, Allergan reported to Ironwood an approximately $59.3 million negative adjustment to LINZESS net sales. Such adjustment relates to the cumulative difference between certain previously estimated LINZESS gross-to-net sales reserves and allowances made by Allergan during the years ended December 31, 2015, 2016 and 2017, and actual subsequent payments made. This adjustment is primarily associated with estimated governmental and contractual rebates, as reported by Allergan. Upon receiving the information from Allergan, Ironwood recorded a $29.7 million reduction to collaborative arrangement revenue and accounts receivable in its third quarter 2018 financial statements related to its share of the adjustment.

3 Includes cost of goods sold incurred by Allergan as well as selling, general and administrative expenses incurred by Allergan and Ironwood that are attributable to the cost-sharing arrangement between the parties.

4 Commercial margin is defined as commercial profit on sales of LINZESS, as reported by Allergan, as a percent of total LINZESS U.S. net sales.

5 Includes Ironwood’s selling, general and administrative expenses attributable to the cost-sharing arrangement with Allergan.

Ironwood Pharmaceuticals, Inc.

Meredith Kaya, 617-374-5082

Vice President, Investor Relations and Corporate Communications

[email protected]

Source: Ironwood Pharmaceuticals, Inc.

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