sections 14(d)(4), 14(e), and 20(a) of the Exchange Act by making untrue statements of material fact and omitting material information from the
Schedule14D-9. The Schneider Complaint seeks, among other things, an order enjoining the defendants from consummating the Transactions, revisions to the Schedule14D-9
and monetary damages.
On January 27, 2020, Dushyanth Surakanti, a purported stockholder of Dermira, filed a complaint in the United
States District Court for the Northern District of California against Dermira and the individual members of the Dermira Board, captioned Surakanthi v. Dermira, Inc., et. al., Case No.
3:20-cv-00602-DMR (the Surakanthi Complaint). The Surakanthi Complaint asserts that the defendants named therein
violated sections 14(e) and 20(a) of the Exchange Act by making untrue statements of material fact and omitting material information from the Schedule14D-9. The Surakanthi Complaint seeks, among other things,
an order enjoining the defendants from consummating the Transactions, revisions to the Schedule14D-9 and monetary damages.
On January 27, 2020, John Thompson, a purported stockholder of Dermira, filed a putative securities class action complaint in the United
States District Court for the District of Delaware against Dermira, the individual members of the Dermira Board, Lilly and Purchaser, captioned Thompson v. Dermira, Inc., et. al., Case No. 1:20-cv-00132-MN (the Thompson Complaint). The Thompson Complaint asserts that the defendants named therein violated sections 14(e), 14(d) and 20(a) of the
Exchange Act by making untrue statements of material fact and omitting material information from the Schedule14D-9. The Thompson Complaint seeks, among other things, an order enjoining the defendants from
consummating the Transactions and revisions to the Schedule14D-9.
On January 28,
2020, Elaine Wang, a purported stockholder of Dermira, filed a complaint in the United States District Court for the Northern District of California against Dermira and the individual members of the Dermira Board, captioned
Wang v. Dermira, Inc., et. al., Case No. 3:20-cv-00634-SK (the Wang Complaint). The Wang Complaint asserts
that the defendants named therein violated sections 14(e), 14(d) and 20(a) of the Exchange Act by making untrue statements of material fact and omitting material information from the Schedule14D-9. The Wang
Complaint seeks, among other things, an order enjoining the defendants from consummating the Transactions, revisions to the Schedule14D-9 and monetary damages.
On January 31, 2020, Changxia Yuan, a purported stockholder of Dermira, filed a complaint in the United States District Court for the
Southern District of New York against Dermira and the individual members of the Dermira Board, captioned Yuan v. Dermira, Inc., et. al., Case No.
1:20-cv-00848-LAP (the Yuan Complaint). The Yuan Complaint asserts that the defendants named therein violated
sections 14(e) and 20(a) of the Exchange Act by making untrue statements of material fact and omitting material information from the Schedule14D-9. The Yuan Complaint seeks, among other things, an order
enjoining the defendants from consummating the Transactions and monetary damages.
On February 6, 2020, Frederick Kahn, a purported
stockholder of Dermira, filed a putative class action lawsuit in the Superior Court of California for the County of San Mateo against Dermira and the individual members of the Dermira Board, captioned Kahn v. Dermira, Inc., et. al., Case No. 20-CIV-0811 (the Kahn Complaint). The Kahn Complaint asserts that the defendants violated their fiduciary duties by, among other things, allegedly entering into
the Transactions through a flawed and unfair sales process, failing to maximize the value of Dermira to its stockholders and filing a materially deficient Schedule 14D-9. The Kahn Complaint seeks, among other
things, an order enjoining the defendants from consummating the Transactions and monetary damages.
Lilly believes that the claims asserted
in the pending actions in the United States District Court for the Northern District of California (the Surakanti Complaint and the Wang Complaint ), the United States District Court for the District of Delaware (the Thompson Complaint), the
Southern District of New York (the Schneider Complaint and the Yuan Complaint), and the Superior Court of California, San Mateo County (the Kahn Complaint) (referred to collectively as the Actions) are without merit and denies the
allegations in each of those Actions. However, in order to alleviate the costs, risks and uncertainties inherent in litigation and to provide additional information to its stockholders, Dermira has