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Puma Biotechnology: Other Events

The following excerpt is from the company's SEC filing.

As previously disclosed, Dr. Fredric N. Eshelman (Holder), a dissident investor of Puma Biotechnology, Inc. (the Company) who has turned activist, is seeking the support of the Companys stockholders in an unsolicited campaign to increase the size of the board of directors (the Board) of the Company and to appoint Holder and his three other nominees to the Board. Holder purchased his first shares in the Company only six months ago, and up until the week before he commenced this process owned less than 0.5% of the Company. He subsequently increased his ownership in the Company (a Company whose Board he has ac cused of breaching its fiduciary duties) by purchasing options. One can only guess at his motivations. Having increased his potential ownership to only approximately 1% (of which he can only vote less than 0.5% without exercising his options) he is now asking the Companys stockholders to disrupt the operations of the Board and the Company by giving him control of over 40% of the Board. He makes this request without providing any evidence for his baseless allegations of breach of fiduciary duty, without providing the stockholders with any proposed business or strategic plan for the Company, and without providing any clear and concrete ideas for building the value of stockholders investment in the Company.

On November 18, 2015, Holder filed a Definitive Consent Statement (the Definitive Consent Statement) with the Securities and Exchange Commission (the SEC). Holder may have also already delivered the Definitive Consent Statement and other consent solicitation materials to stockholders of the Company (the Consent Solicitation). The Companys Board has evaluated the limited information that Holder has made available in the Definitive Consent Statement and other filings Holder has made with the SEC and concluded that Holders proposals are not in the best interests of the Company or the Companys stockholders. The Board believes that Holders efforts to increase the size of the Board and to appoint Holders nominees to the Board is a disruptive and value destructive exercise and believes that Holder is pursuing his own agenda and will not act in the best interest of all of the stockholders of the Company.

As such, the Board strongly recommends that stockholders reject Holders Consent Solicitation by

signing or returning any WHITE consent card they may have received from Holder.

The Company plans to file a consent revocation statement with the SEC that will enable it to solicit the revocation of any consents stockholders may have already submitted in respect of Holders proposals. The consent revocation statement will provide additional detail regarding the Boards recommendation. In summary, the Board considered the following compelling reasons, among others, in reaching its conclusion to recommend that stockholders reject Holders Consent Solicitation:

The Board is committed to the Companys current business plan, which is focused on improving patient care by developing and commercializing innovative products to enhance cancer care. While the Companys common stock may have suffered a decline in value in recent months, the Companys business remains strong and productive. The Company continues to make significant progress with the clinical program for its lead product candidate, PB272 (neratinib), and anticipates filing for regulatory approval of PB272 for the extended adjuvant treatment of HER2-positive breast cancer in the first...