Announcement • May 30

Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) completed the acquisition of Checkpoint Therapeutics, Inc. (NasdaqCM:CKPT) from Fortress Biotech, Inc., Armistice Capital Master Fund Ltd., managed by Armistice Capital LLC and others.

Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) entered into an agreement to acquire Checkpoint Therapeutics, Inc. (NasdaqCM:CKPT) from Fortress Biotech, Inc., Armistice Capital Master Fund Ltd., managed by Armistice Capital LLC and others for approximately $250 million on March 9, 2025. Upon completion of the transaction, Sun Pharma will acquire all outstanding shares of Checkpoint and Checkpoint stockholders will receive, for each share of common stock they hold, an upfront cash payment of $4.10, without interest, and a non-transferable contingent value right (CVR) entitling the stockholder to receive up to an additional $0.70 in cash, without interest, if cosibelimab is approved prior to certain deadlines in the European Union pursuant to the centralized approval procedure or in Germany, France, Italy, Spain or the United Kingdom, subject to the terms and conditions in the contingent value rights agreement. Upon termination of the Merger Agreement under certain specified circumstances, Checkpoint will be required to pay buyer a termination fee of $12,500,000. In connection with the transaction, Checkpoint, Sun Pharma and Fortress Biotech, Inc., Checkpoint's controlling stockholder ("Fortress"; Nasdaq: FBIO), have entered into a royalty agreement, under which following the closing of the transaction Fortress would be entitled to receive royalty payments based on future sales of cosibelimab during a specified term, in lieu of royalty rights that were granted to Fortress in connection with its founding of Checkpoint. The Special Committee unanimously approved, and recommended that Checkpoint's Board approve, the proposed transaction. After considering this recommendation, Checkpoint's Board unanimously approved the proposed transaction. The board of directors of Sun Pharmaceutical Industries also approved the merger. The transaction is subject to customary closing conditions, including required regulatory approvals, expiration or early termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval by requisite majorities of holders of Checkpoint’s shares at a special meeting of Checkpoint’s stockholders on May 28, 2025 and by the holders of a majority of the shares of Checkpoint common stock that are not held by Fortress or by certain other affiliates of Checkpoint. On May 28, 2025, Checkpoint Therapeutics shareholders approved the transaction. The transaction is expected to be completed in the second calendar quarter of 2025. In connection with the transaction, Fortress has agreed to vote in favor of the transaction. As of May 22, 2025, the transaction is expected to close on or about May 30, 2025. Barack Ferrazzano Kirschbaum & Nagelberg LLP and Allen Overy Shearman Sterling US LLP are serving as legal advisors to Sun Pharma. Locust Walk Partners is serving as the exclusive financial advisor as well as fairness opinion provider to Checkpoint and lead financial advisor to Checkpoint on the transaction. Kevin Cooper and Bill Roegge of Cooley LLP and Eric S. Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP are serving as legal advisors to the Special Committee. Kroll, LLC is serving as financial advisor well as fairness opinion provider to the Special Committee. Matthew W. Mamak; Brett Jaffe and Tim Fitzmaurice of Alston & Bird LLP is serving as legal advisors to Checkpoint. Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) completed the acquisition of Checkpoint Therapeutics, Inc. (NasdaqCM:CKPT) from Fortress Biotech, Inc., Armistice Capital Master Fund Ltd., managed by Armistice Capital LLC and others on March 30, 2025.

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Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) completed the acquisition of Checkpoint Therapeutics, Inc. (NasdaqCM:CKPT) from Fortress Biotech, Inc., Armistice Capital Master Fund Ltd., managed by Armistice Capital LLC and others.

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