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RETRANSMISSION: Tribute Schedules Special Shareholder Meeting for February 1, 2016

12/29/15

MILTON, ONTARIO -- (Marketwired) -- 12/29/15 -- Tribute Pharmaceuticals Canada    Inc. (TSX VENTURE:TRX) (OTCQX:TBUFF) ("Tribute" or the "Company"), a specialty    pharmaceutical company with a primary focus on the acquisition, licensing,    development and promotion of healthcare products in Canada and the U.S., today    announced that its special meeting of shareholders in connection with the pending    transaction with POZEN Inc. ("POZEN") (NASDAQ:POZN) will be held on February 1, 2016    at 10:00 a.m. EST, at the offices of Fogler, Rubinoff LLP at Suite 3000, 77 King    Street West, Toronto, Ontario. This meeting is being held to seek shareholder    approval of the proposed transaction and related matters. Tribute is expected to mail    the meeting materials in early January. Tribute's shareholders of record as of the    close of business on December 31, 2015 are entitled to vote at the meeting.

   

The Board of Directors of Tribute has unanimously recommended that Tribute    shareholders vote to approve the transaction to be considered at Tribute's special    meeting of its shareholders.

   

Transaction Terms and Structure

   

POZEN has formed a new company, Aralez Pharmaceuticals Inc. ("Aralez"), organized    under the laws of British Columbia, Canada. Pursuant to the terms of the proposed    transaction, a Canadian subsidiary of Aralez will amalgamate with Tribute, through a    three-cornered amalgamation by way of a plan of arrangement, with Tribute surviving    as a wholly-owned subsidiary of Aralez. Similarly, an indirect U.S. subsidiary of    Aralez will merge with POZEN, with POZEN surviving as an indirect wholly-owned    subsidiary of Aralez. At closing, each share of POZEN common stock will be converted    into the right to receive one Aralez common share and each common share of Tribute    (other than dissenting shares) will be exchanged for 0.1455 of an Aralez common    share. This exchange ratio remains unchanged from the ratio announced when the    parties initially entered into the agreement and plan of merger. As a result of the    proposed transaction and before giving effect to the contemplated financing,    stockholders of POZEN will own approximately 64 percent of Aralez and shareholders of    Tribute will own approximately 36 percent of Aralez, in each case prior to giving    effect to any exercise of any outstanding options or warrants or vesting and delivery    of any restricted stock units of either company after the date hereof. As of December    7, 2015, POZEN had approximately 33.2 million common shares outstanding and 39.3    million fully diluted shares and Tribute had approximately 126.2 million common    shares outstanding and 163.4 million fully diluted shares. It is a condition of    closing that the common shares of Aralez be approved for listing on the NASDAQ,    subject to official notice of issuance, and conditionally approved on the Toronto    Stock Exchange ("TSX").

   

Additional Information and Where to Find It

   

In connection with the proposed transaction, Aralez, POZEN and Tribute have filed    and will be filing additional documents with the United States Securities and    Exchange Commission ("SEC"), including a Registration Statement on Form S-4 filed by    Aralez on December 14, 2015 that includes the proxy statement/prospectus relating to    the proposed transaction. The Registration Statement has been declared effective by    the SEC. A definitive proxy statement/prospectus will be mailed to POZEN stockholders    in connection with the proposed transaction. Upon receipt of an interim court order    in respect of the plan of arrangement, Tribute will be mailing an Information    Circular to its shareholders in connection with the proposed transaction. INVESTORS    AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE    RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS AS WELL AS THE INFORMATION    CIRCULAR WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION    ABOUT ARALEZ, POZEN, TRIBUTE AND THE PROPOSED TRANSACTION. Investors and security    holders may obtain free copies of these documents (when they are available) and other    related documents filed with the SEC at the SEC's website at www.sec.gov. Investors and security holders    will be able to obtain free copies of the Information Circular and other documents    filed by Tribute on the System for Electronic Document Analysis Retrieval ("SEDAR")    website maintained by the Canadian Securities Administrators at www.sedar.com. Investors and security    holders may obtain free copies of the documents filed by POZEN with the SEC on    POZEN's website at www.pozen.com    under the heading "Investors" and then under the heading "SEC Filings" and free    copies of the documents filed by Tribute with the SEC on Tribute's website at    www.tributepharma.com    under the heading "Investors" and then under the heading "SEC Filings."

   

POZEN, Tribute and Aralez and their respective directors and executive officers    may be deemed participants in the solicitation of proxies from the stockholders of    POZEN and shareholders of Tribute and Aralez in connection with the proposed    transaction. Information regarding the special interests, if any, of these directors    and executive officers in the proposed transaction will be included in the proxy    statement/prospectus and Information Circular described above. Additional information    regarding the directors and executive officers of POZEN and Tribute is contained in    their respective annual reports on Form 10-K for the year ended December 31, 2014    filed with the SEC.

   

This communication does not constitute an offer to sell, or the solicitation of an    offer to sell, or the solicitation of an offer to subscribe for or buy, any    securities nor shall there be any sale, issuance or transfer of securities in any    jurisdiction in which such offer, solicitation or sale would be unlawful prior to    registration or qualification under the securities laws of any such jurisdiction.

   

For full prescribing information refer to the individual product websites.

   

About Tribute

   

Tribute is a specialty pharmaceutical company with a primary focus on the    acquisition, licensing, development and promotion of healthcare products in Canada    and the U.S. markets.

   

Tribute markets Cambia® (diclofenac potassium for oral solution), Bezalip®    SR (bezafibrate), Soriatane® (acitretin), NeoVisc® (1.0% sodium hyaluronate    solution) Uracyst® (sodium chondroitin sulfate solution 2%), Fiorinal®,    Fiorinal® C, Visken®, Viskazide®, Collatamp® G, Durela®,    Proferrin®, Iberogast®, MoviPrep®, Normacol®, Resultz®,    Pegalax®, Balanse®, Balanse® Kids, Diaflor™, Mutaflor®, and    Purfem® in the Canadian market. Additionally, NeoVisc® and Uracyst® are    commercially available and are sold globally through various international    partnerships. Tribute also has the exclusive U.S. rights to Fibricor® and its    related authorized generic. In addition, it has the exclusive U.S. rights to develop    and commercialize Bezalip® SR in the U.S. and has the exclusive right to sell    bilastine, a product licensed from Faes Farma for the treatment of allergic rhinitis    and chronic idiopathic urticaria (hives), in Canada. The exclusive license is    inclusive of prescription and non-prescription rights for bilastine, as well as adult    and pediatric presentations in Canada. This product is subject to receiving Canadian    regulatory approval. Tribute also has the Canadian rights to ibSium®, which was    approved in Canada in June 2015 and two additional pipeline products including    Octasa® and BedBugz™, both of which are pending submission to Health    Canada.

   

Tribute's common shares are traded on the TSX Venture Exchange under the symbol    "TRX" and on the OTCQX International under the symbol "TBUFF". For more detailed    company information, including copies of this and other press releases, please visit    www.tributepharma.com.

   

About POZEN

   

POZEN is a specialty pharmaceutical company that has historically focused on    developing novel therapeutics for unmet medical needs and licensing those products to    other pharmaceutical companies for commercialization. By utilizing a unique in-source    model and focusing on integrated therapies, POZEN has successfully developed and    obtained United States Food and Drug Administration ("FDA") approval of two    self-invented products. Funded by these milestones/royalty streams, POZEN has created    a portfolio of cost-effective, evidence-based integrated aspirin therapies designed    to enable the full power of aspirin by reducing its GI damage.

   

On June 2, 2015, POZEN announced the formation of Aralez Pharmaceuticals Trading    DAC (formerly "Pozen Limited"), a wholly-owned Irish subsidiary, to expand its    geographic footprint and increase its global presence, including potential    international sales, manufacturing and product development.

   

POZEN's common stock is traded under the symbol "POZN" on The NASDAQ Global    Market. For more detailed company information, including copies of this and other    press releases, please visit www.pozen.com.

   

Cautionary Language Concerning Forward-Looking    Statements

   

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of    1995:

   

This press release contains forward-looking statements under applicable securities    laws, including, but not limited to, statements related to the anticipated special    meeting of Tribute's shareholders; the anticipated consummation of the business    combination transaction among Aralez, Tribute and POZEN and the timing and benefits    thereof; the specific steps of the transaction; the combined company's strategy,    plans, objectives, expectations (financial or otherwise) and intentions, future    financial results and growth potential, competitive position, anticipated product    portfolio, development programs and management structure; the proposed listing on the    NASDAQ and TSX and other statements that are not historical facts. These    forward-looking statements are based on Tribute's and POZEN's current assumptions and    expectations and inherently involve significant risks and uncertainties. Actual    results and the timing of events could differ materially from those anticipated in    such forward-looking statements as a result of these risks and uncertainties, which    include, without limitation, risks related to the parties' ability to complete the    combination and anticipated equity and debt financings on the proposed terms and    schedule; the combined company meeting the listing requirements on the NASDAQ and    TSX; risk that Aralez may be taxed as a U.S. resident corporation; risks associated    with business combination transactions, such as the risk that the businesses will not    be integrated successfully, that such integration may be more difficult,    time-consuming or costly than expected or that the expected benefits of the    transaction will not occur; risks related to future opportunities and plans for the    combined company, including uncertainty of the expected financial performance and    results of the combined company following completion of the proposed transaction;    disruption from the proposed transaction, making it more difficult to conduct    business as usual or maintain relationships with customers, employees or suppliers;    the calculations of, and factors that may impact the calculations of, the acquisition    price in connection with the proposed merger and the allocation of such acquisition    price to the net assets acquired in accordance with applicable accounting rules and    methodologies; and the possibility that if the combined company does not achieve the    perceived benefits of the proposed transaction as rapidly or to the extent    anticipated by financial analysts or investors, the market price of the combined    company's shares could decline, as well as other risks related to Tribute's and    POZEN's business, including POZEN's inability to build, acquire or contract with a    sales force of sufficient scale for the commercialization of YOSPRALA™ in a    timely and cost-effective manner, the parties' failure to successfully commercialize    product candidates;
    costs and delays in the development and/or FDA approval of the parties' product    candidates (including YOSPRALA), including as a result of the need to conduct    additional studies or due to issues with third-party manufacturers, or the failure to    obtain such approval of Tribute's or POZEN'S product candidates for all expected    indications, including as a result of changes in regulatory standards or the    regulatory environment during the development period of any of its product    candidates; the inability to maintain or enter into, and the risks resulting from    POZEN's dependence upon, collaboration or contractual arrangements necessary for the    development, manufacture, commercialization, marketing, sales and distribution of any    products, including its dependence on AstraZeneca and Horizon for the sales and    marketing of VIMOVO®; POZEN's dependence on Patheon for the manufacture of    YOSPRALA 81/40 and YOSPRALA 325/40; the ability of Tribute and POZEN to protect their    intellectual property and defend their patents; regulatory obligations and oversight;    POZEN's inability to manufacture products and reliance upon third-party manufacturers    to supply it with product candidates and commercial products, including YOSPRALA;    POZEN's ability to complete the YOSPRALA new drug application (NDA) filing within the    anticipated timeline; the ability of POZEN's third-party manufacturers to comply with    current good manufacturing practices (cGMP) regulations or other FDA regulatory    requirements; POZEN's ability to qualify the primary or secondary aspirin active    pharmaceutical ingredient ("API") suppliers; the ability of POZEN's secondary    supplier to resolve the FDA 483 observations and resume manufacturing operations;    delays in obtaining FDA approval of one or both of POZEN's aspirin API suppliers; the    ability of POZEN's contract manufacturers to maintain required regulatory approvals    and those risks detailed from time-to-time under the caption "Risk Factors" and    elsewhere in POZEN's SEC filings and reports, including in its Annual Report on Form    10-K for the year ended December 31, 2014 and any subsequent Quarterly Reports on    Form 10-Q, and in Tribute's SEC filings and reports, including in its Annual Report    on Form 10-K for the year ended December 31, 2014 and any subsequent Quarterly    Reports on Form 10-Q. The parties undertake no duty or obligation to update any    forward-looking statements contained in this press release as a result of new    information, future events or changes in their expectations.

   

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that    term is defined in policies of the TSX Venture Exchange) accepts responsibility for    the adequacy or accuracy of this release.

   

For further information on Tribute visit the Company's website: http://www.tributepharma.com

   

Tribute Pharmaceuticals Canada Inc.
    Scott Langille
    CFO
    905-876-3166
    scott.langille@tributepharma.com
    www.tributepharma.com
   

   

Source: Tribute Pharmaceuticals Canada Inc.

Released December 29, 2015

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