Aegerion Pharmaceuticals, Inc. (AEGR): Sarissa Capital Management Files Amended 13D

CONFIDENTIALITY AGREEMENT

Aegerion Pharmaceuticals, Inc.

One Main Street, Suite 800
Cambridge, MA  02142

October 22, 2015

Ladies and Gentlemen:

This letter agreement shall become effective upon its execution by the parties hereto.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of March 29, 2015, among the Aegerion Pharmaceuticals, Inc. (the “Company”) and the Sarissa Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, Company Representatives may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of, and in his capacity as a member of, the Board or otherwise as a Company Representative to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive from Company Representatives certain non-public information regarding the Company. You acknowledge that this information may be proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, such information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by Company Representatives or otherwise by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.   You acknowledge that the Company may place reasonable restrictions on your ability to share highly sensitive information (for example, without limitation, clinical trial results) to persons that are not employees, principals, partners or members of the Sarissa Group or legal counsel thereto.

1. The term “Evaluation Material” does not include information that (a) is or has become generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any obligation of confidentiality owed to the Company or a Company Representative, (b) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being furnished to you by or on behalf of the Company or its agents, representatives, attorneys, advisors, directors, officers or employees (collectively, the “Company Representatives”), or (c) is received on a non-confidential basis from a source other than the  Company or any of the Company Representatives; provided, that in the case of (b) or (c) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or a Company Representative with respect to such information at the time the information was disclosed to you.