425

INDIVIOR PHARMACEUTICALS, INC.

Date: August 3, 2026

/s/ Ryan Preblick

Ryan Preblick

Chief Financial Officer

425 1 d28447d425.htm 425 425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37835

41-2520873

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10710 Midlothian Turnpike, Suite 125

North Chesterfield, VA

23235

(Address of principal executive offices)

(Zip Code)

804-379-1090

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common stock, $0.001 par value per share

INDV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Selection 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On August 1, 2026, Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”) and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”), with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior following the transaction. As a result of the Merger, Indivior will be renamed Supernus, Inc. (the “Combined Company”).

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, each share of common stock of Supernus (“Supernus Share”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.5401 shares of common stock of Indivior (“Indivior Share”) (the “Exchange Ratio”). In addition, at the Effective Time and as a result of the Merger and without any action on the part of any holder thereof:

•

Each restricted stock unit of Supernus (“Supernus RSU”) that is then outstanding shall automatically be assumed and converted into an award of restricted stock units of Indivior (each, a “Rollover RSU”) with the same terms and conditions that applied to such Supernus RSU, including applicable vesting conditions, relating to the number of Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number of Supernus Shares subject to such Supernus RSU immediately prior to the Effective Time multiplied by (B) the Exchange Ratio;

•

Each restricted stock unit granted under a Supernus Equity Plan (as defined in the Merger Agreement) that is subject to performance-based vesting restrictions (“Supernus PSU”) that is then outstanding shall automatically be assumed and converted into a Rollover RSU that is subject solely to time-based vesting, with such time-based vesting schedule to be provided by Supernus prior to the Effective Time, with the same other terms and conditions that applied to such Supernus PSU award immediately prior to the Effective Time, relating to a number of Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number of Supernus Shares subject to such Supernus PSU award immediately prior to the Effective Time multiplied by (B) the Exchange Ratio; and

•

Each option to purchase Supernus Shares (“Supernus Option”) that is then outstanding shall automatically be assumed and converted into an option to acquire Indivior Shares (each, a “Rollover Option”) at an adjusted exercise price per share, subject to the same terms and conditions as were applicable to such Supernus Option immediately prior to the Effective Time, including applicable vesting conditions; accordingly, effective as of the Effective Time: (A) each such Rollover Option shall be exercisable solely for Indivior Shares, (B) the number of Indivior Shares subject to each Rollover Option shall be determined by multiplying the number of Supernus Shares subject to the Supernus Option immediately prior to the Effective Time by the Exchange Ratio and rounding down to the nearest whole number, and (C) the per share exercise price for the Indivior Shares issuable upon exercise of such Rollover Option shall be equal to the per share exercise price of Supernus Shares subject to the Supernus Option, as in effect immediately prior to the Effective Time, divided by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent.

Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5% of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5% of the Combined Company on a fully diluted basis.

Special Dividend

Prior to the Effective Time and subject to the terms and conditions of the Merger Agreement, Indivior will declare a special cash dividend in an aggregate amount of $1,000,000,000 (the “Special Dividend”), which will be payable to (i) holders of record of the issued and outstanding Indivior Shares as of a record date immediately prior to the Effective Time (the “Special Dividend Record Date”) and (ii) holders of certain Indivior equity awards outstanding as of the Special Dividend Record Date with respect to the Indivior Share underlying such Indivior equity award, with such Special Dividend to be paid following the Effective Time.

In connection with the Merger Agreement and the Special Dividend, Indivior entered into a commitment letter with Citibank, N.A. pursuant to which Citibank, N.A. has committed to provide, subject to the terms and conditions thereof, a senior secured term loan facility in an aggregate principal amount of $650 million.

Certain Other Terms of the Merger Agreement

Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the “Combined Company Board”) will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iii) Timothy C. Dec will serve as Chief Financial Officer.

The parties have agreed to (i) take all actions necessary to change Indivior’s name to Supernus, Inc. at or immediately prior to the Effective Time and (ii) use reasonable best efforts to take all actions necessary to cause the Indivior Shares (which, from and after the Effective Time, shall be the shares of the Combined Company) to be traded on Nasdaq under the ticker symbol “SUPN” effective as of the open of trading on the first trading day on or after the Effective Time.

Conditions to the Merger

Each party’s obligation to implement the Merger is subject to certain customary conditions, including (i) the approval by Indivior stockholders of the issuance of Indivior Shares in connection with the Merger (the “Indivior Share Issuance”); (ii) the adoption of the Merger Agreement by Supernus stockholders holding a majority of the outstanding Supernus Shares entitled to vote thereon; (iii) the effectiveness of the registration statement; (iv) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated; (v) no law having been enacted or order issued that remains in effect and has the effect of enjoining or otherwise prohibiting the consummation of the Merger; (vi) the Indivior Shares to be issued in connection with the Merger being approved for listing on Nasdaq; (vii) the truth and accuracy of the other party’s representations and warranties in the Merger Agreement, generally subject to a Material Adverse Effect (as defined in the Merger Agreement) standard; (viii) no Material Adverse Effect (as defined in the Merger Agreement) of the other party having occurred since the date of the Merger Agreement; and (ix) the performance in all material respects by the other party of all of its covenants and agreements under the Merger Agreement.

Representations and Warranties; Covenants

Each of Indivior and Supernus have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that (i) each party will conduct its business in all material respects in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the consummation of the Merger; (ii) each party will not engage in certain kinds of transactions or take certain actions during such period; (iii) each party will convene and hold a meeting of its stockholders for the purpose of considering the adoption of the Merger Agreement, in the case of Supernus, and for the purpose of approving the Indivior Share Issuance, in the case of Indivior; and (iv) the respective boards of directors will recommend, subject to certain exceptions, that, its stockholders adopt the Merger Agreement, in the case of Supernus, and its stockholders approve the Indivior Share Issuance, in the case of Indivior.

Each party also has agreed not to (i) take certain actions to solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, including the receipt of a Superior Proposal (as defined in the Merger Agreement), enter into discussions or an agreement concerning or provide confidential information in connection with any proposals for alternative business combination transactions.

Termination and Termination Fees

The Merger Agreement may be terminated by mutual written consent of Indivior and Supernus. The Merger Agreement also contains certain termination rights, including, among others, the right of either party to terminate if (i) the Merger shall not have become effective by the date that is six (6) months following the date of the Merger Agreement (the “Termination Date”), provided that the Termination Date may be extended by either party twice to a maximum of twelve (12) months following the date of the Merger Agreement if all conditions to consummate the Merger have been satisfied other than obtaining antitrust approval by the initial Termination Date or the extended Termination Date, as applicable; (ii) the Indivior and/or Supernus stockholder approvals are not obtained; (iii) the other party breaches its representations and covenants and such breach would result in the closing conditions not being satisfied, subject to the right of the breaching party to cure the breach; or (iv) a governmental body shall have issued any final and non-appealable order or any applicable law shall have been enacted that has the effect of permanently enjoining or otherwise prohibiting the Merger.

The Merger Agreement also provides that Indivior must pay Supernus a termination fee of $174.0 million if the Merger Agreement is terminated (a) by Supernus in response to the Indivior board of directors or committee thereof (i) changing its recommendation in favor of the Merger, (ii) not including its recommendation in the parties’ joint proxy statement, or (iii) publicly proposing to take any actions in clauses (i) and (ii); (b) by Indivior to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) prior to obtaining the requisite Indivior stockholder approval, and while in compliance with the non-solicitation provisions of the Merger Agreement; or (c) (I) by either party, if the Merger is not consummated within the applicable Termination Date or Indivior stockholder approval is not obtained or (II) by Supernus, in response to a material incurable breach by Indivior, and a competing proposal with respect to Indivior is publicly proposed and within 12 months after such termination, Indivior enters into a definitive agreement (which is ultimately consummated) or consummates a transaction with respect to a competing proposal.

The Merger Agreement provides that Supernus must pay Indivior a termination fee of $101.0 million if the Merger Agreement is terminated by (a) Indivior in response to the Supernus board of directors or committee thereof (i) changing its recommendation in favor of the Merger, (ii) not including its recommendation in the parties’ joint proxy statement, or (iii) publicly proposing to take any actions in clauses (i) and (ii); (b) by Supernus to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) prior to obtaining the requisite Supernus stockholder approval, and while in compliance with the non-solicitation provisions of the Merger Agreement; or (c) (I) by either party, if the Merger is not consummated within the applicable Termination Date or the Supernus stockholder approval is not obtained or (II) by Indivior in response to a material incurable breach by Supernus, and a competing proposal with respect to Supernus is publicly proposed and within 12 months after such termination, Supernus enters into a definitive agreement (which is ultimately consummated) or consummates a transaction with respect to a competing proposal.

Voting Agreements

In connection with the execution of the Merger Agreement, (i) the directors and officers of Indivior, in their capacity as stockholders of Indivior, entered into voting agreements with Supernus (the “Indivior Voting Agreements”) and (ii) the directors and officers of Supernus, in their capacity as stockholders of Supernus, entered into voting agreements with Indivior (the “Supernus Voting Agreements” and together with the Indivior Voting Agreements, the “Voting Agreements”).

Pursuant to the Indivior Voting Agreements, the stockholders of Indivior, have agreed, among other things, to: (i) vote their beneficially owned capital stock of Indivior, (1) in favor of the Indivior Share Issuance and each of the transactions contemplated by the Merger Agreement, including any matter necessary for the consummation of the transactions thereby, (2) against any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger or any of the transactions contemplated thereby, (3) against any action that could reasonably be expected to materially impede, delay or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, including against any competing proposal and (4) in favor of any proposal

to adjourn or postpone any meeting of Indivior stockholders if there are not sufficient votes for approval of the Indivior Share Issuance on the date on which the meeting is held; and (ii) comply with certain restrictions on the disposition of such shares, in each case subject to the terms and conditions contained therein.

Pursuant to the Supernus Voting Agreements, the stockholders of Supernus, have agreed, among other things, to: (i) vote their beneficially owned capital stock of Supernus, (1) in favor of the Merger, adoption and approval of the Merger Agreement and the terms thereof and the transactions contemplated by the Merger Agreement, including any matter necessary for the consummation of the Merger, (2) against any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger or any of the transactions contemplated thereby, (3) against any action that could reasonably be expected to materially impede, delay or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, including against any competing proposal and (4) in favor of any proposal to adjourn or postpone any meeting of Supernus stockholders if there are not sufficient votes for approval of Merger Agreement on the date on which the meeting is held; and (ii) comply with certain restrictions on the disposition of such shares, in each case subject to the terms and conditions contained therein.

The foregoing description of the Voting Agreements does not purport to be complete and is subject to, and qualified in their entirety by, references to the form of the Indivior Voting Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference and to the form of Supernus Voting Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information

This summary of the principal terms of the Merger Agreement and the Voting Agreements and the copies of such agreements filed as exhibits to this report are intended to provide information regarding the terms of the Merger Agreement and the Voting Agreements and are not intended to modify or supplement any factual disclosures about Indivior in its public reports filed with the United States Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Indivior.

The Merger Agreement includes customary representations, warranties and covenants of Indivior, Merger Sub and Supernus made solely for the benefit of the parties to the Merger Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among Indivior, Merger Sub and Supernus and may be subject to important qualifications and limitations agreed to by Indivior, Merger Sub and Supernus, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to Indivior’s SEC filings or may have been used for purposes of allocating risk among Indivior, Merger Sub and Supernus rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of Indivior, Merger Sub and Supernus or any of the respective subsidiaries or affiliates.

The foregoing descriptions of the Merger Agreement and Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and Voting Agreements which are filed as Exhibits 2.1, 99.1 and 99.2, hereto and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On August 3, 2026, Indivior and Supernus issued a joint press release announcing the execution of the Merger Agreement (the “Joint Press Release”), a copy of which is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report on Form 8-K:


Exhibit No.		Description

2.1†		Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior, Merger Sub and Supernus.

99.1		Form of Indivior Voting Agreement, by and among Supernus and certain stockholders of Indivior.

99.2		Form of Supernus Voting Agreement, by and among Indivior and certain stockholders of Supernus.

99.3		Joint Press Release of Indivior and Supernus, dated August 3, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Indivior will furnish copies of any such schedules to the SEC upon request.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Indivior’s stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Indivior with the SEC will be available free of charge on Indivior’s website at www.indivior.com or by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com. Copies of the documents filed by Supernus with the SEC will be available free of charge on Supernus’ website at www.supernus.com.

No Offer or Solicitation

This report and the information contained herein is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale 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. This report does not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Indivior and Supernus and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of Supernus is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from Indivior and Supernus as indicated above.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Supernus’s and Indivior’s respective management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to risks and

uncertainties that could cause actual results to differ materially, including, among others: the risk that the proposed merger may not be completed in a timely manner or at all; the failure to obtain the required approvals of Supernus’ or Indivior’s stockholders; the failure or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the other conditions to closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency or completion of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred to fund the Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of the transaction; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the risk that the merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee; the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and tariffs; and the other risks identified in Supernus’ and Indivior’s filings with the SEC and in the joint proxy statement/prospectus when it becomes available. There can be no assurance that the proposed merger will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this report and neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required by applicable law. This report also contains non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin and cost synergies, which are not calculated in accordance with GAAP, should be considered in addition to and not as substitutes for the most directly comparable GAAP measures, and may not be comparable to similarly titled measures used by other companies.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

[***] – Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

INDIVIOR PHARMACEUTICALS, INC.,

ARTEMIS MERGER SUB INC.,

and

SUPERNUS PHARMACEUTICALS, INC.

Dated August 1, 2026

TABLE OF CONTENTS


		Page

Article I DEFINITIONS			2

1.1	Definitions		2
1.2	Other Definitional Provisions		20

Article II THE MERGER			21

2.1	The Merger		21
2.2	Closing		21
2.3	Effective Time		21
2.4	Effects of the Merger		21
2.5	Certificate of Incorporation of Indivior; Corporate Governance Matters		21
2.6	Certificate of Incorporation and Bylaws of Surviving Corporation		22
2.7	Directors and Officers of the Surviving Corporation and Other Subsidiaries		22
2.8	Treatment of Supernus Shares and Merger Sub Shares		23
2.9	Treatment of Supernus Equity Awards		24
2.10	Filing of S-8		25
2.11	Closing of Supernus Transfer Books		25
2.12	Exchange Fund; Exchange of Certificates		25
2.13	Withholding		27
2.14	Interest; No Liability		28
2.15	Adjustments to Prevent Dilution		28
2.16	Further Action		28
2.17	No Appraisal Rights		28

Article III REPRESENTATIONS AND WARRANTIES OF Supernus			28

3.1	Organization and Corporate Power		29
3.2	Authorization; Valid and Binding Agreement		29
3.3	Capital Stock		29
3.4	Subsidiaries		30
3.5	No Breach		31
3.6	Consents, etc.		31
3.7	SEC Reports; Disclosure Controls and Procedures		32
3.8	No Undisclosed Liabilities		33
3.9	Absence of Certain Developments		33
3.10	Title to Properties		35
3.11	Tax Matters		35
3.12	Contracts and Commitments		37
3.13	Intellectual Property		39
3.14	Data Privacy		41
3.15	Litigation		42
3.16	Insurance		42
3.17	Employee Benefit Plans		42
3.18	Compliance with Law; Permits; Anti-Corruption Laws		44
3.19	Trade Laws		45


3.20	Environmental Compliance and Conditions	46
3.21	Employment and Labor Matters	46
3.22	FDA and Regulatory Matters	47
3.23	Government Contracts	51
3.24	Brokerage	51
3.25	Disclosure	52
3.26	Board Approval; Vote Required	52
3.27	Takeover Statute	52
3.28	Opinion of Supernus’ Financial Advisor	53
3.29	No Other Representations and Warranties	53

Article IV REPRESENTATIONS AND WARRANTIES OF Indivior AND MERGER SUB		53

4.1	Organization and Corporate Power	53
4.2	Authorization; Valid and Binding Agreement	54
4.3	Capital Stock	54
4.4	Subsidiaries	55
4.5	No Breach	56
4.6	Consents, etc.	56
4.7	SEC Reports; Disclosure Controls and Procedures	57
4.8	No Undisclosed Liabilities	58
4.9	Absence of Certain Developments	58
4.10	Title to Properties	60
4.11	Tax Matters	61
4.12	Contracts and Commitments	62
4.13	Intellectual Property	64
4.14	Data Privacy	66
4.15	Litigation	67
4.16	Insurance	67
4.17	Employee Benefit Plans	68
4.18	Compliance with Law; Permits; Anti-Corruption Laws	70
4.19	Trade Laws	71
4.20	FTC Order	71
4.21	Environmental Compliance and Conditions	71
4.22	Employment and Labor Matters	72
4.23	FDA and Regulatory Matters	73
4.24	Government Contracts	76
4.25	Brokerage	77
4.26	Disclosure	77
4.27	Board Approval; Vote Required	77
4.28	Takeover Statute	78
4.29	Opinions of Indivior’s Financial Advisors	78
4.30	Merger Sub	78
4.31	Financing	78
4.32	No Other Representations and Warranties	79



Article V COVENANTS RELATING TO CONDUCT OF BUSINESS		80

5.1	Covenants of Supernus	80
5.2	Covenants of Indivior	84
5.3	Independent Operation; No Control Prior to Closing	87

Article VI ADDITIONAL COVENANTS OF THE PARTIES		88

6.1	Investigation	88
6.2	Registration Statement and Proxy Statement for Stockholder Approval	88
6.3	Stockholders’ Meetings	89
6.4	Non-Solicitation	91
6.5	Regulatory Approvals; Additional Agreements	97
6.6	Employee and Labor Matters	99
6.7	Indemnification of Officers and Directors	105
6.8	Public Disclosure	106
6.9	Nasdaq Listing of Additional Shares	107
6.10	Trading Symbol	107
6.11	Takeover Laws	107
6.12	Section 16	107
6.13	Qualifying Company Compliance	107
6.14	Certain Tax Matters	108
6.15	No Control of Other Party’s Business	108
6.16	Special Dividend	109
6.17	Financing	110
6.18	Certain Insurance Matters	115
6.19	Transaction Litigation	115
6.20	Resignation of Indivior Directors and Officers	116
6.21	FTC Order Compliance	116

Article VII CONDITIONS TO CLOSING		116

7.1	Conditions to All Parties’ Obligations	116
7.2	Conditions to Indivior’s and Merger Sub’s Obligations	117
7.3	Conditions to Supernus’ Obligations	118

Article VIII TERMINATION		118
8.1	Termination	118
8.2	Effect of Termination	121
8.3	Termination Fees	121

Article IX MISCELLANEOUS		123

9.1	Expenses	123
9.2	Amendment	123
9.3	Waiver	123
9.4	No Survival of Representations and Warranties	123
9.5	Entire Agreement; Counterparts	123
9.6	Applicable Law; Jurisdiction	124
9.7	Waiver of Jury Trial	124
9.8	Assignability	125
9.9	No Third Party Beneficiaries	125
9.10	Notices	125

iii


9.11	Severability	126
9.12	Specific Performance	126
9.13	Debt Financing	127

EXHIBITS:


Exhibit A:		Form of Indivior Voting Agreement
Exhibit B:		Form of Supernus Voting Agreement
Exhibit C:		Form of Dividend Payment Rights Agreement

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated August 1, 2026, by and among Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”), Artemis Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (“Merger Sub”), and Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I below.

WHEREAS, the parties wish to effect a business combination that is a merger of equals, and that, from and after the Effective Time (as defined herein), the combined enterprise will (a) be renamed and operate under the name Supernus, Inc., (b) have its shares trade under Supernus’ existing ticker symbol and (c) be governed in accordance with Section 2.5(b) hereof, subject to the terms and conditions set forth herein;

WHEREAS, the Indivior Board has unanimously: (a) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger and the Indivior Share Issuance, on the terms and subject to the conditions set forth in this Agreement; (b) determined that this Agreement, the Indivior Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, the Indivior Share Issuance and the Special Dividend, are fair to, and in the best interests of, Indivior and the Indivior Stockholders; (c) resolved to recommend to the Indivior Stockholders, the approval of the Indivior Share Issuance, on the terms and subject to the conditions set forth in this Agreement (the “Indivior Recommendation”); and (d) directed that the Indivior Share Issuance be submitted to the Indivior Stockholders for approval;

WHEREAS, the Supernus Board has unanimously: (a) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement; (b) determined that this Agreement, the Supernus Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Supernus and the Supernus Stockholders; (c) resolved to recommend to the Supernus Stockholders, the adoption of this Agreement, on the terms and subject to the conditions set forth in this Agreement (the “Supernus Recommendation”); and (d) directed that this Agreement be submitted to the Supernus Stockholders for adoption;

WHEREAS, the Merger Sub Board has unanimously: (a) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement; (b) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub; (c) resolved to recommend to the sole stockholder of Merger Sub, the adoption of this Agreement, on the terms and subject to the conditions set forth in this Agreement; and (d) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption;

WHEREAS, concurrently with the entry into this Agreement and as an inducement to Supernus entering into this Agreement, certain stockholders of Indivior have delivered to Supernus duly executed voting and support agreements substantially in the form attached hereto as Exhibit A (“Indivior Voting Agreements”), agreeing to certain matters with respect to the Merger and the other transactions contemplated by this Agreement;

WHEREAS, concurrently with the entry into this Agreement and as an inducement to Indivior entering into this Agreement, certain stockholders of Supernus have delivered to Indivior duly executed voting and support agreements substantially in the form attached hereto as Exhibit B (“Supernus Voting Agreements”), agreeing to certain matters with respect to the Merger and the other transactions contemplated by this Agreement; and

WHEREAS, each of the parties intends that, for U.S. federal income tax purposes, this Agreement will constitute, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder and the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

NOW, THEREFORE, in consideration of the premises, representations and warranties and mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For purposes hereof, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth herein:

“Acceptable Confidentiality Agreement” has the meaning set forth in Section 6.4(a).

“Acquisition Proposal” shall mean any proposal, offer or inquiry, whether or not in writing, from any Person (other than Indivior or Supernus, as applicable, or any of its Affiliates, as applicable) or “group”, within the meaning of Section 13(d) of the Exchange Act for any transaction or series of transactions (other than the transactions contemplated by this Agreement) involving the: (a) direct or indirect acquisition or purchase of a business or assets that constitutes twenty percent (20%) or more of the consolidated net revenues, net income or the assets (based on the fair market value thereof) of such party and its Subsidiaries, taken as a whole; (b) direct or indirect issuance, acquisition or purchase of twenty percent (20%) or more of any class of equity securities or capital stock of such party or any of its Subsidiaries whose business constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets of such party and its Subsidiaries, taken as a whole; (c) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, share exchange, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person (other than Indivior or Supernus, as applicable, or any of its Affiliates, as applicable) or “group”, within the meaning of Section 13(d) of the Exchange Act, beneficially owning twenty percent (20%) or more of any class of equity securities of such party or any of its Subsidiaries whose business constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets of such party and its Subsidiaries, taken as a whole or (d) the sale, transfer, lease, exclusive license or other divestiture or disposition by such party of any business line, product line, Intellectual Property or other assets of such party or its Subsidiaries that constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets (based on the fair market thereof) of such party and its Subsidiaries, taken as a whole, in each case of (a) through (d), other than the Merger and the transactions contemplated by this Agreement.

“Action” means any claim, demand, notice, action, suit, arbitration, proceeding, audit or investigation.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, “controlling,” “controlled” and “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Alternative Closing Cash Dividend” has the meaning set forth in Section 6.16(b)(i).

“Alternative Dividend” has the meaning set forth in Section 6.16(b)(i).

“Alternative Dividend Right” has the meaning set forth in Section 6.16(b)(i).

“Alternative Dividend Scenario” has the meaning set forth in Section 6.17(j).

“Alternative Financing” has the meaning set forth in Section 6.17(f).

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, and all other applicable anti-corruption/anti-bribery Laws.

“Antitrust Laws” means any antitrust, competition, or trade regulation Laws, including but not limited to the HSR Act, that are designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of actual or attempted monopolization, restraint of trade or other consequence, the effect of which may be to substantially lessen competition or tend to create a monopoly through merger or acquisition.

“Average Indivior Stock Price” shall mean the volume weighted average trading price per Indivior Share on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) for the five (5) consecutive Trading Days ending on (and including) the Trading Day that is three Trading Days prior to the date of the Effective Time.

“Book-Entry Share” has the meaning set forth in Section 2.11.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are closed in New York, New York.

“Capital Leases” means all obligations for capital leases (determined in accordance with GAAP).

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“Certificate of Merger” has the meaning set forth in Section 2.3.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986.

“Combined Company” means Indivior (to be known as Supernus, Inc., the name to be adopted in accordance with Section 2.5(a)) following the consummation of the Merger.

“Combined Company Board” has the meaning set forth in Section 2.5(b).

“Commitment Letter” has the meaning set forth in Section 4.31.

“Committed Financing” has the meaning set forth in Section 4.31.

“Confidentiality Agreement” means the Mutual Confidentiality Agreement, dated March 30, 2026, by and between Indivior and Supernus.

“Contingent Continuing Employee” has the meaning set forth in Section 6.6(a)(iv).

“Contract” means any written, oral or other agreement, contract, subcontract, lease, binding understanding, obligation, promise, instrument, indenture, mortgage, note, option, warranty, purchase order, license, sublicense, commitment or undertaking of any nature, which, in each case, is legally binding upon a party or on any of its Affiliates.

“COVID-19” means SARS-CoV-2 or COVID-19, and any mutations or variations thereof (including any directly related health conditions).

“DEA” means the Drug Enforcement Administration or any successor agency thereto.

“Defaulting Party” has the meaning set forth in Section 8.3(f).

“DGCL” means the Delaware General Corporation Law.

“DPR Agreement” has the meaning set forth in Section 6.16(b)(i).

“Effect” has the meaning set forth in the definition of “Material Adverse Effect.”

“Effective Time” has the meaning set forth in Section 2.3.

“Employees” has the meaning set forth in Section 6.6(a).

“Environmental Laws” means all applicable federal, state, provincial, municipal, local and foreign Laws, statutes, regulations, ordinances and bylaws that have the force or effect of law, and all judicial and administrative Orders and determinations that are binding upon Supernus or Indivior, as applicable, and all policies, practices and guidelines of a Governmental Body that have, or are determined to have, the force of law, concerning pollution or protection of the environment, including all those relating to the generation, handling, transportation, treatment, storage, disposal, distribution, labeling, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, as such of the foregoing are promulgated and in effect on or prior to the Closing Date, and all authorizations, licenses and permits issued or required to be issued thereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, or any successor federal statute thereto and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes Supernus or Indivior, as applicable.

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Agency Agreement” has the meaning set forth in Section 2.12(a).

“Exchange Agent” has the meaning set forth in Section 2.12(a).

“Exchange Fund” has the meaning set forth in Section 2.12(b).

“Exchange Ratio” has the meaning set forth in Section 2.8(a)(ii).

“Excluded Party Listing” means a Governmental Body’s nonprocurement or procurement debarment and suspension system that records the most current information about persons who are excluded or disqualified from contracting with or receiving funding from a Governmental Body.

“Excluded Shares” has the meaning set forth in Section 2.8(a)(i).

“FAR” has the meaning set forth in Section 3.23(a).

“FDA” means the U.S. Food and Drug Administration or any successor agency thereto.

“FDA Fraud Policy” means the “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46,191 (September 10, 1991) and any amendments thereto.

“Fee Letter” has the meaning set forth in Section 4.31.

“Financing” has the meaning set forth in Section 4.31.

“Financing Consent Rights” has the meaning set forth in Section 6.17.

“Financing Sources” means the Persons (including any lenders, investors, underwriters, initial purchasers, placement agents, arrangers, bookrunners or other financing sources) that have agreed, pursuant to the Commitment Letter and any joinders thereto or amendments, amendments and restatements, supplements or other modifications thereof or thereto, to provide, arrange, underwrite, place or otherwise participate in all or any portion of the Financing, together with their respective Affiliates and any of such Person’s or any of its Affiliates’ respective direct or indirect, former, current or future stockholders, members, general or limited partners, Representatives and their respective successors or assignees, together with any replacement or alternative financing obtained in accordance with Section 6.17.

“Forum” has the meaning set forth in Section 9.6(b).

“Fraud” means actual and intentional fraud under the common law of Delaware; provided, however, that “Fraud” shall not include any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness, or other similar theory.

“FTC” means the United States Federal Trade Commission.

“FTC Order” means the Stipulated Order for Permanent Injunction and Equitable Monetary Relief entered on November 20, 2020 by the United States District Court for the Western District of Virginia in Federal Trade Commission v. Indivior Inc., Case No. 1:20-cv-00036, together with any related written undertakings between Indivior (or any of its Subsidiaries) and the FTC or the United States Department of Justice, in each case as in effect on the date hereof and as it or they may be modified, amended, or extended from time to time.

“GAAP” means U.S. generally accepted accounting principles as in effect on the date hereof, applied in a manner consistent with Supernus’ or Indivior’s past practice, as applicable.

“Good Clinical Practices” means the applicable FDA standards for the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials, including those contained in 21 C.F.R. Parts 11, 50, 54, 56 and 312, the International Council for Harmonisation’s (“ICH”) Guideline for Good Clinical Practice, and any similar state, local or foreign Laws, as applicable.

“Good Laboratory Practices” means applicable FDA regulations for conducting nonclinical laboratory studies, including those contained in 21 C.F.R. Part 58, the United States Animal Welfare Act, the ICH Guideline on Nonclinical Safety Studies for the Conduct of Human Clinical Trials for Pharmaceuticals, the ICH Guideline on Safety Pharmacology Studies for Human Pharmaceuticals, and any similar state, local or foreign Laws, as applicable.

“Good Manufacturing Practices” means the applicable FDA standards for the methods to be used in, and the facilities or controls to be used for, the manufacture, processing, packing, or holding of drugs, including those contained in 21 C.F.R. Parts 210-211, and medical devices, including those contained in 21 C.F.R. Part 820, and any similar state, local or foreign Laws, as applicable.

“Government Bid” means any offer made by Supernus or Indivior, as applicable, or any of their respective Affiliates (including their respective Subsidiaries) prior to the Closing Date which, if accepted, would result in a Government Contract.

“Governmental Body” means any federal, state, provincial, local, municipal, foreign or other government or supranational authority or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court, arbitrator or other tribunal of any of the foregoing.

“Government Contract” means any Contract, including any basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between Supernus or Indivior, as applicable, or any of their respective Subsidiaries on the one hand, and (a) a Governmental Body of the United States, or (b) any prime contractor to a Governmental Body of the United States in its capacity as a prime contractor. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“Hazardous Substance” means petroleum, or any fraction thereof, per- and poly-fluoroalkyl substances or any hazardous substance as defined in CERCLA or any waste, material or substance that is regulated, defined, designated or otherwise determined to be dangerous, hazardous, radioactive, explosive, toxic or a pollutant or contaminant under or pursuant to any Environmental Law.

“Healthcare Laws” means, to the extent related to the conduct of Indivior’s business or Supernus’ business, as applicable, as of the date hereof, the following: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.), the Public Health Service Act (42 U.S.C. § 201 et seq.), the coverage and reimbursement provisions of Medicare (Title XVIII of the Social Security Act) and Medicaid (Title XIX of the Social Security Act) and other government healthcare programs, including the Veterans Health Administration and the U.S. Department of Defense healthcare and contracting programs, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the criminal false claims statutes (18 U.S.C. §§ 287 and 1001), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §3801, et seq.), the Federal Health Care Fraud Law (18 U.S.C. § 1347), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the Sunshine/Open Payments Law (42 U.S.C. § 1320a-7h), and any other U.S. federal or state Law that regulates the design, development, testing, studying, manufacturing, processing, storing, importing or exporting, licensing, labeling or packaging, advertising, distributing, selling or marketing of drug products, or that is related to remuneration (including ownership) to or by physicians or other healthcare providers (including kickbacks) or the disclosure or reporting of the same, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government healthcare programs, quality, safety, privacy, security, licensure, accreditation or any other aspect of providing healthcare products or services; (ii) all applicable federal and state pharmaceutical pricing, rebate, reporting, and disclosure Laws, including those governing the Medicaid Drug Rebate Program, Medicare Parts B and D, the 340B Drug Pricing Program, TRICARE, the VA Federal Supply Schedule and Federal Ceiling Price Program, the Inflation Reduction Act of 2022, and state drug price transparency reporting requirements. (iii) all equivalent or similar Laws in any jurisdiction applicable to either party or its Products; and (iv) all regulations promulgated pursuant to such Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

“Indebtedness” means, with respect to any Person, without duplication: (a) the principal, accreted value, accrued and unpaid interest, fees and prepayment premiums or penalties, unpaid fees or expenses and other monetary obligations in respect of (i) indebtedness of such Person for borrowed money and (ii) indebtedness evidenced by notes, debentures, bonds, or other similar instruments for the payment of which such Person is liable; (b) all obligations of such Person issued or assumed as the deferred purchase price of property (other than trade payables or accruals incurred in the ordinary course of business consistent with past practice); (c) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (d) all obligations of such Person under Capital Leases; (e) all obligations of the type referred to in clauses (a) through (d) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations (but solely to the extent of such responsibility or liability); and (f) all obligations of the type referred to in clauses (a) through (e) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person); provided, however, that if such Person has not assumed any such obligations referred to in this clause (f), then the amount of Indebtedness of such Person for purposes of this clause (f) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of the assets of such Person which secure such obligations.

“Indemnified Parties” has the meaning set forth in Section 6.7(a).

“Indivior” has the meaning set forth in the Preamble.

“Indivior 401(k) Plan” has the meaning set forth in Section 6.6(a)(xi).

“Indivior Adverse Recommendation Change” has the meaning set forth in Section 6.4(e).

“Indivior Balance Sheet Date” means December 31, 2025.

“Indivior Board” means the board of directors of Indivior.

“Indivior Deferred Compensation Plan” has the meaning set forth in Section 6.6(a)(xi).

“Indivior Designees” has the meaning set forth in Section 2.5(b).

“Indivior Disclosure Letter” has the meaning set forth in Article IV.

“Indivior Employees” has the meaning set forth in Section 6.6(a).

“Indivior Equity Awards” means each Indivior RSU and Indivior PSU.

“Indivior Equity Plans” means Indivior’s 2026 Omnibus Equity Incentive Plan, as amended from time to time, Indivior’s 2024 Long-Term Incentive Plan, Indivior’s Long-Term Incentive Plan, and the Indivior Group Deferred Bonus Plan 2018.

“Indivior ESPP” means Indivior’s Amended and Restated U.S. Employee Stock Purchase Plan, as amended from time to time.

“Indivior ESPP Purchase Rights” means rights to acquire Indivior Shares under each Indivior ESPP.

“Indivior Fee Allocation Percentage” means 56.5%.

“Indivior IP Contracts” means any Contract (i) pursuant to which Indivior or any of its Subsidiaries (A) grants or has granted to any Person any license, covenant not to sue, option, or other right with respect to any Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice), (B) is or has been granted by any Person any license, covenant not to sue, option, or other right with respect to any Intellectual Property (other than commercially available, non-customized software licensed on a non-exclusive basis for a total annual fee of less than $50,000), or (C) has assigned or otherwise transferred ownership or any other rights in or to any Intellectual Property to or from any Person, or (ii) that restricts the ability of Indivior or any of its Subsidiaries to use, register, assert, or enforce Indivior Owned Intellectual Property or Indivior Licensed Intellectual Property.

“Indivior Licensed Intellectual Property” means all Intellectual Property that is licensed to Indivior or any of its Subsidiaries by a third party.

“Indivior Licenses” has the meaning set forth in Section 4.23(b).

“Indivior Material Adverse Effect” means a Material Adverse Effect of Indivior.

“Indivior Material Contract” has the meaning set forth in Section 4.12(c).

“Indivior Non-U.S. Subs” has the meaning set forth in Section 6.6(b).

“Indivior Notice of Change” has the meaning set forth in Section 6.4(f).

“Indivior Owned Intellectual Property” means all Intellectual Property that is owned (in whole or in part) by Indivior or any of its Subsidiaries, as applicable.

“Indivior Owned Real Property” has the meaning set forth in Section 4.10(b).

“Indivior Plan” means each Plan that Indivior or any of its Subsidiaries maintains, sponsors, provides benefits under or through, contributes to, is obligated to contribute to for the benefit of or provides benefits to or otherwise covers any current or former employee, officer, independent contractor or director of Indivior or any of its Subsidiaries (or their spouses, dependents, or beneficiaries) or with respect to which Indivior or any of its Subsidiaries has or may have any Liability, but excluding any plan, policy, program, arrangement or agreement in jurisdictions other than the U.S. solely to the extent the benefits provided thereunder are required to be provided by statute.

“Indivior Preferred Stock” means a share of preferred stock of Indivior, $0.01 par value per share.

“Indivior PSU” means each restricted stock unit granted under an Indivior Equity Plan that is subject to performance-based vesting restrictions.

“Indivior Real Property” has the meaning set forth in Section 4.10(b).

“Indivior Recommendation” has the meaning set forth in the Recitals.

“Indivior Registered Intellectual Property” has the meaning set forth in Section 4.13(a).

“Indivior RSU” means each restricted stock unit granted under an Indivior Equity Plan, that is subject to solely time-based vesting restrictions and not performance-based metrics.

“Indivior SEC Documents” has the meaning set forth in Section 4.7(a).

“Indivior Share” means a share of common stock of Indivior, $0.001 par value per share.

“Indivior Share Issuance” means the issuance of Indivior Shares in connection with the Merger as contemplated by this Agreement.

“Indivior Stockholder” means a holder of Indivior Shares.

“Indivior Stockholder Approval” has the meaning set forth in Section 4.27(b).

“Indivior Stockholders’ Meeting” has the meaning set forth in Section 6.3(b).

“Indivior Subsidiary Securities” has the meaning set forth in Section 4.4.

“Indivior Tax Counsel” has the meaning set forth in Section 6.14(b).

“Indivior Termination Fee” has the meaning set forth in Section 8.3(e).

“Indivior UK Option Plans” means the Amended and Restated Indivior UK Savings Related Share Option Plan, as amended from time to time and the Indivior UK Savings Related Share Option Plan.

“Indivior UK Option Plan Purchase Rights” means rights to acquire Indivior Shares under the Indivior UK Option Plans.

“Indivior Voting Agreement” has the meaning set forth in the Recitals.

“Intellectual Property” means all intellectual property and industrial rights arising in any jurisdiction throughout the world including those arising from or in respect of the following: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon, and all reexaminations and extensions thereof; (ii) all trademarks, service marks, trade names, internet domain names, service names, brand names and trade dress rights, social media accounts and handles, and all goodwill associated therewith, and all applications, registrations and renewals thereof; (iii) copyrights and registrations and applications therefor, works of authorship and mask work rights, and moral rights; (iv) trade secrets, know-how, formulae, processes, methods, techniques, data, databases, inventions (whether or not patentable), and other confidential or proprietary information; (v) software, including source code, object code and related documentation; and (vi) any other intellectual or industrial property rights, and all rights arising under applicable Law or Contract with respect to any of the foregoing.

“Intentional and Material Breach” means any material breach of this Agreement that is the consequence of any action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and actually knows would, or would reasonably be expected to, be or cause a material breach of this Agreement.

“Intervening Event” means any event or development or change in circumstances that has a material effect on such party and its Subsidiaries, taken as a whole, first occurring or arising after the date of this Agreement to the extent that such event, development or change in circumstances (a) was neither known by the Supernus Board or the Indivior Board, as applicable, nor reasonably foreseeable by the Supernus Board or the Indivior Board, as applicable, as of or prior to the date of this Agreement and (b) does not relate to an Acquisition Proposal or a Superior Proposal or any inquiry or communications relating thereto; provided, however, that in no event shall the changes in the market price or trading volume of Supernus Shares or Indivior Shares or the fact that a party fails to meet, meets or exceeds internal or published projections, forecasts or revenue or earnings or other financial performance or results of operations predictions for any period be an Intervening Event (it being understood, however, that the underlying causes of such change or fact shall not be excluded by this proviso).

“Joint Proxy Statement” has the meaning set forth in Section 6.1(b).

“knowledge of Indivior” or “Indivior’s knowledge” shall mean, the actual knowledge of any of those individuals set forth in Section 1.1 of the Indivior Disclosure Letter.

“knowledge of Supernus” or “Supernus’ knowledge” shall mean, the actual knowledge of any of those individuals set forth in Section 1.1 of the Supernus Disclosure Letter.

“Law” means any foreign or U.S. federal, state or local law (including common law), treaty, statute, code, Order, ordinance, Permit, rule, regulation, guidance document or other requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body, including any Environmental Law.

“Lenders” has the meaning set forth in Section 4.31(a).

“Liability” means, with respect to any Person, any liability or obligation of that Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, asserted or unasserted, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of that Person in accordance with GAAP.

“Liens” means any lien, mortgage, pledge, encumbrance, deed of trust, security interest, claim, lease, charge, option, preemptive right, right of first refusal, subscription right, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, encumbrance or restriction.

“Material Adverse Effect” means any change, effect, event, circumstance, occurrence, state of facts or development (each, an “Effect”) that has had, or would reasonably be expected to have, individually or in the aggregate with all other Effects, a material adverse effect on the business, financial condition or results of operations of a party and its Subsidiaries, taken as a whole, other than any Effect arising out of or resulting from: (a) general business or economic conditions affecting the industry in which such party or any of its Subsidiaries operates, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (b) any national or international political or social conditions, including the engagement by the U.S. in hostilities or the escalation thereof (whether or not pursuant to the declaration of a national emergency or war), the occurrence or the escalation of any military or terrorist attack upon the U.S. (including any internet or “cyber” attack or hacking), or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S. or any similar event, or geopolitical conflict, and military and/or governmental responses thereto, including the effects of economic sanctions, reverse sanctions, boycotts, reverse boycotts, commercial, currency and banking restrictions, reductions or cancellations in energy, technology or commercial product purchases, and the effects therefrom, in each case, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (c) any natural disaster, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, changes in or effects in weather, meteorological conditions or climate, explosion, fire, act of God or other force majeure event, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (d) any epidemic, disease outbreak or pandemic (including COVID-19), public health emergency or widespread occurrence of infectious disease, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (e) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (f) changes in GAAP, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (g) changes in Laws, rules, regulations, Orders, or other binding directives issued by any Governmental Body, to the extent such Effect does not disproportionately affect such party or any of its Subsidiaries relative to other participants in the industries in which such party and its Subsidiaries operate; (h) the taking of any action expressly contemplated hereby or the other agreements contemplated hereby or at the written request or with the written consent of the other party; (i) the public announcement or the execution of this Agreement or the pendency or consummation of the Merger, including the impact thereof on

relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided that this clause (i) shall not apply to any representation or warranty of Supernus in Section 3.5 or Section 3.6 or of Indivior in Section 4.5 or Section 4.6 to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Merger); (j) any failure, in and of itself, by either party to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether there has been or will be, a Material Adverse Effect unless otherwise excluded in this definition of “Material Adverse Effect”); (k) any change, in and of itself, in the market price or trading volume of the securities of either party (it being understood that the facts or occurrences giving rise to or contributing to such change may be taken into account in determining whether there has been or will be, a Material Adverse Effect unless otherwise excluded in this definition of “Material Adverse Effect”); or (l) any litigation, claim or legal proceeding threatened or initiated against Indivior, Merger Sub, Supernus or any of their respective Subsidiaries, Affiliates, officers or directors, in each case, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and including the impact of any of the foregoing on any relationships with customers, suppliers, licensors, distributors, partners, providers, employees or regulators.

“Measurement Date” has the meaning set forth in Section 3.3(a).

“Merger” has the meaning set forth in Section 2.1.

“Merger Consideration” has the meaning set forth in Section 2.8(a).

“Merger Sub” has the meaning set forth in the Preamble.

“Merger Sub Board” means the board of directors of Merger Sub.

“Merger Tax Opinion” has the meaning set forth in Section 6.14(b).

“Merger Tax Representation Letters” has the meaning set forth in Section 6.14(b).

“Misconduct Allegation” has the meaning set forth in Section 3.21.

“Nasdaq” means the Nasdaq Stock Market, including the Nasdaq Global Select Market and the Nasdaq Global Market, as applicable.

“Non-Defaulting Party” has the meaning set forth in Section 8.3(f).

“Non-U.S. Plan” means each Plan that is subject to the Laws of a jurisdiction other than the U.S. (whether or not U.S. Law also applies).

“Orange Book” means the Approved Drug Products with Therapeutic Equivalence Evaluations maintained by the FDA as of the date of this Agreement.

“Order” means any order, writ, injunction, judgment or decree.

“Organizational Documents” means the certificate of incorporation, articles of incorporation, articles of association, bylaws or other charter or organizational documents of a company or other entity.

“Permit” means any approval, clearance, authorization, certificate, consent, license, accreditation, Order or permits or other similar authorization of any Governmental Body or under any Law.

“Permitted Liens” means: (a) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are established in the consolidated financial statements of Supernus or Indivior, as applicable, in accordance with GAAP; (b) mechanics’, carriers’, workers’, repairers’, contractors’, subcontractors’, suppliers’ and similar statutory Liens arising or incurred in the ordinary course of business consistent with past practice in respect of the construction, maintenance, repair or operation of assets for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (c) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the leased Supernus Real Property or Indivior Real Property, as applicable, which are not violated by the current use and operation of the leased Supernus Real Property or Indivior Real Property, as applicable; (d) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the leased Supernus Real Property or Indivior Real Property, as applicable, which do not materially impair the occupancy, marketability or use of such real property for the purposes for which it is currently used or proposed to be used in connection with Supernus’ business or Indivior’s business, as applicable; (e) matters that would be disclosed by an accurate current survey of the leased Supernus Real Property or Indivior Real Property, which do not materially impair the occupancy, marketability or use of such real property for the purposes for which it is currently used or proposed to be used in connection with Supernus’ business or Indivior’s business, as applicable; (f) any other Liens (including any immaterial imperfections or immaterial irregularities of title) that, in the aggregate, do not materially impair the occupancy, marketability or use of such real property for the purposes for which it is currently used or proposed to be used in connection with Supernus’ business or Indivior’s business, as applicable; (g) Liens arising under workers’ compensation, unemployment insurance and social security; (h) purchase money Liens and Liens securing rental payments under Capital Leases; and (i) Liens set out in Section 1.1(p) of the Indivior Disclosure Letter or the Supernus Disclosure Letter as applicable.

“Person” means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, a governmental entity or any department, agency or political subdivision thereof.

“Personal Data” means any information in a party’s or its Subsidiaries’ possession that identifies or could be used to identify an individual, household or device including information that constitutes “personal data,” “personal information” or similar term as defined by applicable Law.

“Plan” means an “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) and any other compensation and benefit plan, policy, program, arrangement, agreement or payroll practice, whether written or unwritten, funded or unfunded, subject to ERISA or not and covering one or more Persons, including any stock purchase, stock option, restricted stock, other equity-based, profit-sharing, phantom equity, severance, separation, retention, employment, consulting, change in control, bonus, incentive, commission, deferred compensation, pension, supplemental retirement, employee loan, health, dental, vision, workers’ compensation, collective bargaining, disability, life insurance, death benefit, welfare, vacation, paid time off, leave of absence, employee assistance, legal services, tuition assistance, fringe benefit or other material benefit plan, policy, program, arrangement, agreement or payroll practice.

“Pre-Closing Period” has the meaning set forth in Section 5.1(a).

“Products” means any product that Supernus or Indivior, as applicable, has manufactured, distributed, marketed or sold, or is manufacturing, distributing, marketing or selling and any products currently under preclinical or clinical development by Supernus or Indivior, as applicable.

“Qualified Offer” has the meaning set forth in Section 6.6(a)(iv).

“Registration Statement” has the meaning set forth in Section 6.1(b).

“Representative” means any director, officer, employee, accountant, consultant, legal counsel, financial advisor, agent or other representative of a party.

“Required Financial Information” has the meaning set forth in Section 6.17(h)(vii).

“Rights Agent” means Computershare Trust Company, N.A.

“Rollover Option” has the meaning set forth in Section 2.9(c).

“Rollover RSU” has the meaning set forth in Section 2.9(a).

“Sanctioned Country” means a country or territory that is itself subject to a comprehensive embargo and other territory-wide sanctions or with which dealings are otherwise broadly restricted, prohibited or made sanctionable under any Trade Laws, currently Cuba, Iran, North Korea, Syria (prior to July 1, 2025), and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine.

“Sanctioned Person” means any Person that (i) is listed on any Trade Laws-related list of designated or blocked persons (including without limitation the Specially Designated Nationals and Blocked Persons List), (ii) is located, ordinarily resident or organized in a Sanctioned Country, (iii) is, or is an agent, representative or instrumentality of, the government of any Sanctioned Country or the government of Venezuela or (iv) owned, 50% or more, or controlled by, or acting, directly or indirectly, for, on behalf of or for the benefit of any of the foregoing.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.

“SOX” shall mean the Sarbanes-Oxley Act of 2002.

“Special Dividend” has the meaning set forth in Section 6.16(a)(i).

“Supernus” has the meaning set forth in the Preamble.

“Supernus Adverse Recommendation Change” has the meaning set forth in Section 6.4(b).

“Supernus Balance Sheet Date” means December 31, 2025.

“Supernus Board” means the board of directors of Supernus.

“Supernus Designees” has the meaning set forth in Section 2.5(b).

“Supernus Disclosure Letter” has the meaning set forth in Article III.

“Supernus Existing Loan Documents” means that certain Credit Line Agreement, dated February 8, 2023, among Supernus and UBS Bank USA, and all other loan documents related thereto and entered into with respect thereto, in each case, as amended from time to time.

“Supernus Employees” has the meaning set forth in Section 6.6(a).

“Supernus Equity Plans” means Supernus’ Amended and Restated 2021 Equity Incentive Plan, as amended from time to time and Supernus’ Third Amended and Restated 2012 Equity Incentive Plan, as amended.

“Supernus ESPP” means Supernus’ Second Amended and Restated 2012 Employee Stock Purchase Plan, as amended from time to time.

“Supernus ESPP Purchase Rights” means rights to acquire Supernus Shares under the Supernus ESPP.

“Supernus Fee Allocation Percentage” means 43.5%.

“Supernus IP Contracts” means any Contract (i) pursuant to which Supernus or any of its Subsidiaries (A) grants or has granted to any Person any license, covenant not to sue, option, or other right with respect to any Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice), (B) is or has been granted by any Person any license, covenant not to sue, option, or other right with respect to any Intellectual Property (other than commercially available, non-customized software licensed on a non-exclusive basis for a total annual fee of less than $50,000), or (C) has assigned or otherwise transferred ownership or any other rights in or to any Intellectual Property to or from any Person, or (ii) that restricts the ability of Supernus or any of its Subsidiaries to use, register, assert, or enforce any Supernus Owned Intellectual Property or Supernus Licensed Intellectual Property.

“Supernus Licensed Intellectual Property” means all Intellectual Property that is licensed to Supernus or any of its Subsidiaries by a third party.

“Supernus Licenses” has the meaning set forth in Section 3.22(b).

“Supernus Material Adverse Effect” means a Material Adverse Effect of Supernus.

“Supernus Material Contract” has the meaning set forth in Section 3.12(c).

“Supernus Notice of Change” has the meaning set forth in Section 6.4(c).

“Supernus Option” means each option to acquire Supernus Shares granted under a Supernus Equity Plan or pursuant to a stand-alone stock option agreement.

“Supernus Owned Intellectual Property” means all Intellectual Property that is owned (in whole or in part) by Supernus or any of its Subsidiaries, as applicable.

“Supernus Plan” means each Plan that Supernus or any of its Subsidiaries maintains, sponsors, provides benefits under or through, contributes to, is obligated to contribute to for the benefit of or provides benefits to or otherwise covers any current or former employee, officer, independent contractor or director of Supernus or any of its Subsidiaries (or their spouses, dependents, or beneficiaries) or with respect to which Supernus or any of its Subsidiaries has any Liability, but excluding any plan, policy, program, arrangement or agreement in jurisdictions other than the U.S. solely to the extent the benefits provided thereunder are required to be provided by statute.

“Supernus Preferred Stock” means a share of preferred stock of Supernus, $0.001 par value per share.

“Supernus PSU” means each restricted stock unit granted under a Supernus Equity Plan that is subject to performance-based vesting restrictions.

“Supernus Real Property” has the meaning set forth in Section 3.10(b).

“Supernus Recommendation” has the meaning set forth in the Recitals.

“Supernus Registered Intellectual Property” has the meaning set forth in Section 3.13(a).

“Supernus RSU” means each restricted stock unit granted under a Supernus Equity Plan that is subject to solely time-based vesting restrictions and not performance-based metrics.

“Supernus SEC Documents” has the meaning set forth in Section 3.7(a).

“Supernus Share” means a share of common stock of Supernus, $0.001 par value per share.

“Supernus Share Certificate” has the meaning set forth in Section 2.11.

“Supernus Stockholders” means all holders of Supernus Shares.

“Supernus Stockholder Approval” has the meaning set forth in Section 3.26(b).

“Supernus Stockholders’ Meeting” has the meaning set forth in Section 6.3(a).

“Supernus Subsidiary Securities” has the meaning set forth in Section 3.4.

“Supernus Tax Counsel” has the meaning set forth in Section 6.14(b).

“Supernus Termination Fee” has the meaning set forth in Section 8.3(e).

“Supernus Voting Agreement” has the meaning set forth in the Recitals.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association, limited liability company, unlimited liability company or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a partnership, association, limited liability company, or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association, limited liability company or other business entity if such Person or Persons are allocated a majority of partnership, association, limited liability company or other business entity gains or losses or otherwise control the managing director, managing member, general partner or other managing Person of such partnership, association, limited liability company or other business entity.

“Superior Proposal” means, with respect to a party hereto, any bona fide written Acquisition Proposal (except the references in the definition thereof to “twenty percent (20%)” shall be replaced by “fifty percent (50%)”) with respect to such party, on terms that the board of directors of such party determines in good faith (after consultation with such party’s financial advisors and outside legal counsel and taking into account all relevant financial, legal and regulatory aspects of such Acquisition Proposal and this Agreement, including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Acquisition Proposal) to be more favorable from a financial point of view to such party and its stockholders (in their capacity as stockholders) as compared to the transactions contemplated by this Agreement (including any modifications to the terms of this Agreement pursuant to Section 6.4(e)).

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Takeover Law” means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transaction,” or “business combination” statute or regulation or other similar antitakeover laws of a state or any other Governmental Body, including Section 203 of the DGCL.

“Tax” or “Taxes” means: (a) any and all federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, alternative or add-on minimum, estimated, or other

tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, in each case whether disputed or not; and (b) any Liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by Contract or otherwise.

“Tax Returns” means any return, report, election, designation, information return or other document (including schedules or any related or supporting information) filed or required to be filed with any Governmental Body or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax, including all information returns relating to Taxes of third parties, any claims for refund of Taxes and any amendments or supplements to any of the foregoing.

“Termination Date” has the meaning set forth in Section 8.1(d)(ii).

“Trade Laws” means all applicable import, export control, anti-boycott Laws, and economic sanctions or trade restrictions administered or enforced by the governments of the United States, the European Union or any member state thereof, or the United Kingdom (including His Majesty’s Treasury).

“Trading Day” shall mean a day on which Indivior Shares are traded on Nasdaq.

“Transaction Litigation” means any claim or legal proceeding (including any demand letter, individual action, class action or derivative litigation) asserted or commenced by, on behalf of or in the name of, against or otherwise involving Indivior, Supernus, the Indivior Board or Supernus Board, any committee thereof and/or any of Indivior’s or Supernus’ directors or officers, each as applicable, relating directly or indirectly to this Agreement, the Merger or any of the transactions contemplated by this Agreement or disclosures of a party relating to the transactions contemplated by this Agreement including any such claim or legal proceeding based on allegations that the Indivior’s or Supernus’ entry into this Agreement, as applicable, or the terms and conditions of this Agreement or any of the transactions contemplated hereby constituted a breach of the fiduciary duties of any member of the Indivior Board or Supernus Board, any committee thereof or any officer of Indivior or Supernus, each as applicable.

“Transition Employees” has the meaning set forth in Section 6.6(a)(v).

“Treasury Regulations” means the regulations promulgated under the Code, as such regulations may be amended from time to time.

“U.S.” means the United States of America.

“WARN” has the meaning set forth in Section 3.21.

1.2 Other Definitional Provisions.

(a) All references in this Agreement to Exhibits, Schedules, the Supernus Disclosure Letter, the Indivior Disclosure Letter, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Disclosure Letters, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and will be disregarded in construing the language hereof. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

(b) Exhibits, Schedules, the Supernus Disclosure Letter and the Indivior Disclosure Letter to this Agreement are attached hereto and by this reference incorporated herein for all purposes.

(c) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The words “either,” “or,” “neither,” “nor” and “any” are not exclusive. The word “including” (in its various forms) means including without limitation. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” and “dollars” shall be deemed to refer to U.S. currency unless otherwise specifically provided.

(d) Any definition of or reference to any agreement, instrument, benefit plan or other document or any Law in this Agreement shall be construed as referring to such agreement, instrument or other document or Law as from time to time amended, supplemented or otherwise modified.

(e) Any reference in this Agreement to a particular Law shall, where relevant, be construed to include any equivalent or substantially similar Law of any jurisdiction applicable to the relevant party or the transactions contemplated by this Agreement, together with any rules, regulations and other subordinate legislation promulgated under that Law.

(f) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(g) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(h) The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a copy of the information or material referred to has been (i) provided to the party to whom such information or material is to be provided, including by means of being provided for review in the virtual data room set up by Supernus or Indivior, as applicable, in connection with the transactions contemplated by this Agreement or (ii) has been publicly filed with the SEC, in each case, at least twenty-four (24) hours prior to the date of this Agreement.

ARTICLE II

THE MERGER

2.1 The Merger. Upon the terms and subject to the conditions of this Agreement, in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into Supernus (the “Merger”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, and Supernus shall continue as the surviving corporation (the “Surviving Corporation”). The Surviving Corporation shall continue to exist under the Laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises, unaffected by the Merger except as set forth in this Article II. Immediately following the Effective Time, but subject to Section 2.12(b), the Surviving Corporation shall be a wholly-owned subsidiary of Indivior.

2.2 Closing. The closing of the Merger (the “Closing”) shall be held remotely by exchange of documents and signatures (or their electronic counterparts) at a date and time to be specified by the parties, which shall be no later than the third Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of such conditions) (such date the “Closing Date”), unless another date or time is mutually agreed upon in writing by the parties hereto.

2.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL with respect to the Merger. The Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Indivior and Supernus in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being referred to herein as the “Effective Time”).

2.4 Effects of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

2.5 Certificate of Incorporation of Indivior; Corporate Governance Matters.

(a) The parties shall take all actions necessary so that, at or immediately prior to the Effective Time, Indivior shall cause the Indivior Board to amend Indivior’s certificate of incorporation, effective as of the Effective Time, to cause its name to be changed to Supernus, Inc.

(b) Indivior and Supernus shall take all necessary corporate action so that, effective as of the Effective Time: (i) the board of directors of the Combined Company (the “Combined Company Board”) shall consist of an even number of directors, comprised of an equal number of individuals designated by Indivior (the “Indivior Designees”) as set forth in Section 2.5(b)(i) of the Indivior Disclosure Letter and individuals designated by Supernus (the “Supernus Designees”) as set forth in Section 2.5(b)(i) of the Supernus Disclosure Letter, in each case, subject to each such individual’s willingness to serve and satisfaction of applicable Nasdaq independence and director-qualification requirements; (ii) the Chair of the Combined Company Board shall be an Indivior Designee, as set forth in Section 2.5(b)(ii) of the Indivior Disclosure Letter; (iii) the Chief Executive Officer, Chief Financial Officer, and other senior executive officers and members of the management team of Supernus immediately prior to the Effective Time shall serve as the Chief Executive Officer, Chief Financial Officer, and other senior executive officers and members of the management team of the Combined Company as set forth on Section 2.5(b)(iii) of the Supernus Disclosure Letter; and (iv) if, prior to the Effective Time, any Indivior Designee or Supernus Designee (or any individual designated as the Chair of the Combined Company Board) is unable or unwilling to serve, the party that designated such individual shall designate a replacement, subject to the same qualification requirements; provided, that (1)any replacement Indivior Designee or Chair of the Combined Company Board shall be subject to the prior written consent of Supernus (in its sole discretion) and (2) any replacement Supernus Designee shall be subject to the prior written consent of Indivior (in its sole discretion).

2.6 Certificate of Incorporation and Bylaws of Surviving Corporation. At the Effective Time, the parties shall take all necessary actions so that, at or immediately prior to the Effective Time, (a) the certificate of incorporation of Supernus shall, by virtue of the Merger, but subject to Section 6.7, be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be deemed to be references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law; and (b) subject to Section 6.7, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, except that all references therein to Merger Sub shall be deemed to be references to the Surviving Corporation, until thereafter modified, changed or amended as provided therein or by applicable Law.

2.7 Directors and Officers of the Surviving Corporation and Other Subsidiaries.

(a) From and after the Effective Time, the directors and executive officers of the Surviving Corporation shall be the individuals designated as the directors and executive officers of the Surviving Corporation as set forth in Section 2.7(a) of the Supernus Disclosure Letter, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, appointed, designated or qualified, or until their earlier death, resignation or removal in accordance with such certificate of incorporation and bylaws of the Surviving Corporation.

(b) The parties shall take, or cause to be taken, all actions necessary so that, effective as of the Effective Time (or as promptly as practicable thereafter, to the extent required by applicable Law), the directors and officers of each Subsidiary of Indivior (other than the Surviving Corporation) are the individuals designated as the directors and officers of such Subsidiaries as set forth on Section 2.7(b) of the Supernus Disclosure Letter (as such designations may be supplemented or modified by Supernus between the date of this Agreement and the Closing Date in order to comply with applicable Law or to allocate titles among such individuals), in each

case to hold office until their respective successors shall have been duly elected, appointed, designated or qualified, or until their earlier death, resignation or removal in accordance with the applicable organizational documents of such Subsidiaries. Without limiting the foregoing, (i) with respect to any non-U.S. Subsidiary of Indivior, Supernus may, between the date of this Agreement and the Closing Date, designate one or more additional directors (in addition to the directors specified in Section 2.7(b) of the Supernus Disclosure Letter) as necessary to comply with applicable non-U.S. Law, and (ii) with respect to all Subsidiaries of Indivior, the officers shall consist of the individuals specified in Section 2.7(b) of the Supernus Disclosure Letter, provided that Supernus may, between the date of this Agreement and the Closing Date, determine and designate the specific officer titles to be held by each such individual at each such Subsidiary. At the Closing, Indivior shall deliver, or cause to be delivered, to Supernus duly executed letters of resignation and/or evidence of removal, effective as of the Effective Time, of each director and officer of Indivior and each of its Subsidiaries who is not continuing in such capacity pursuant to Section 2.5(b) and Section 2.7(b) of the Supernus Disclosure Letter.

2.8 Treatment of Supernus Shares and Merger Sub Shares.

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Indivior, Merger Sub, Supernus or any holder of shares thereof:

(i) each Supernus Share held as of the Effective Time by (1) Supernus as treasury shares or (2) by Indivior, Merger Sub, or any direct or indirect wholly owned Subsidiary of Supernus or Indivior (collectively, the “Excluded Shares”), shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(ii) subject to Section 2.9(a), Section 2.9(b) and Section 2.15, each Supernus Share outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be canceled and converted into the right to receive 1.5401 fully paid and nonassessable Indivior Shares (such ratio, as such number may be adjusted in accordance with this Article II, the “Exchange Ratio” and the consideration to be received in respect of each Supernus Share, the “Merger Consideration”); and

(iii) all shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share of common stock of the Surviving Corporation, which share shall be held by Indivior.

(b) Notwithstanding any other provision of this Agreement, no fractional Indivior Shares shall be issued in connection with the Merger, no dividends or distributions of Indivior shall relate to such fractional share interests, no certificates for any such fractional shares shall be issued, and such fractional share interests shall not entitle the owner thereof to vote or to any rights as an Indivior Stockholder. Any Supernus Stockholder who would otherwise be entitled to receive a fraction of an Indivior Share pursuant to the Merger (after taking into account all Supernus Shares held immediately prior to the Effective Time by such holder) shall, in lieu of such fraction of a share and upon surrender of such Supernus Share Certificate or Book-Entry Shares, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest and subject

to any required Tax withholding, determined by multiplying such fraction by the Average Indivior Stock Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional Indivior Share that would otherwise have been issuable as part of the Merger Consideration. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional Indivior Shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Indivior that would otherwise be caused by the issuance of fractional Indivior Shares.

2.9 Treatment of Supernus Equity Awards. At the Effective Time, by virtue of the Merger and without any further action on the part of Indivior, Merger Sub, Supernus or any holder of shares thereof:

(a) each Supernus RSU award that is then outstanding shall automatically, without any action on the part of the holder thereof, be assumed and converted into an award of restricted stock units of Indivior (each, a “Rollover RSU”) with the same terms and conditions that applied to such Supernus RSU award immediately prior to the Effective Time, including applicable vesting conditions (which, for the avoidance of doubt, shall include any rights accruing under the applicable Supernus Equity Plan as a result of the occurrence of a Covered Transaction (as defined therein)), relating to a number of Indivior Shares equal to the product, rounded down to the nearest whole number of Indivior Shares, of (A) the number of shares of Supernus Shares subject to such Supernus RSU award immediately prior to the Effective Time multiplied by (B) the Exchange Ratio;

(b) each Supernus PSU award that is then outstanding shall automatically, without any action on the part of the holder thereof, be assumed and converted into a Rollover RSU that is subject solely to time-based vesting, with such time-based vesting schedule to be provided by Supernus prior to the Effective Time, with the same other terms and conditions (including, for the avoidance of doubt, any applicable settlement timing and form of payment) that applied to such Supernus PSU award immediately prior to the Effective Time, (and, for the further avoidance of doubt, any performance-vesting conditions applicable to such Supernus PSU award shall cease to apply as of the Effective Time), relating to a number of Indivior Shares equal to the product, rounded down to the nearest whole number of Indivior Shares, of (A) the number of shares of Supernus Shares subject to such Supernus PSU award immediately prior to the Effective Time multiplied by (B) the Exchange Ratio.

(c) each Supernus Option that is then outstanding shall automatically, without any action on the part of the holder thereof, be assumed and converted into an option to acquire Indivior Shares (each, a “Rollover Option”) at an adjusted exercise price per share (as detailed below), subject to the same terms and conditions as were applicable to such Supernus Option immediately prior to the Effective Time (which, for the avoidance of doubt, shall include any rights accruing under the Supernus Equity Plan, as a result of the occurrence of a Covered Transaction (as defined therein)), including applicable vesting conditions; accordingly, effective as of the Effective Time: (A) each such Rollover Option shall be exercisable solely for Indivior Shares; (B) the number of Indivior Shares subject to each Rollover Option shall be determined by multiplying the number of shares of Supernus Shares subject to the Supernus Option immediately prior to the Effective Time by the Exchange Ratio and rounding down to the nearest whole number of Indivior Shares; and (C) the per share exercise price for the Indivior Shares issuable upon exercise of such Rollover Option shall be determined by dividing the per share exercise price for the shares of Supernus Shares subject to the Supernus Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and

(d) the parties shall take all actions that are necessary or desirable to effectuate the provisions of this Section 2.9, including obtaining board or committee consents or adopting or assuming a Supernus Equity Plan, as applicable, by Indivior. Indivior shall provide Supernus, and Supernus shall provide Indivior, with drafts of, and a reasonable opportunity to comment upon, all resolutions, option agreements and other written actions as may be required to effectuate the provisions of this Section 2.9.

2.10 Filing of S-8. Indivior shall file after the Closing Date, a registration statement on Form S-8 (or any successor form) with respect to the Indivior Shares issuable with respect to Rollover RSUs, Rollover PSUs and Rollover Options pursuant to Section 2.9(a), and shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long such Rollover RSUs, Rollover PSUs and Rollover Options remain outstanding.

2.11 Closing of Supernus Transfer Books. At the Effective Time: (a)(i) each certificate formerly representing any Supernus Share (other than an Excluded Share) (“Supernus Share Certificate”) and (ii) each uncertificated Supernus Share (“Book-Entry Share”) formerly representing any Supernus Share (other than an Excluded Share) shall cease to be outstanding and (other than any Excluded Shares) shall represent only the right to receive Indivior Shares (and cash in lieu of any fractional Indivior Shares) as contemplated by Section 2.8 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.15 and all holders of Supernus Share Certificates or Book-Entry Shares shall cease to have any rights as stockholders of Supernus; and (b) the stock transfer books of Supernus shall be closed with respect to all Supernus Shares outstanding immediately prior to the Effective Time. No further transfer of any such Supernus Shares shall be made on such stock transfer books after the Effective Time. If after the Effective Time, a valid certificate previously representing any Supernus Shares is presented to the Exchange Agent, to the Surviving Corporation or to Indivior, such Supernus Share Certificate shall be cancelled and shall be exchanged as provided in this Article II.

2.12 Exchange Fund; Exchange of Certificates.

(a) Prior to the Closing Date, Indivior and Supernus shall mutually select a bank or trust company, which may be the transfer agent for the Indivior Shares, to act as exchange agent in the Merger (the “Exchange Agent”), and, not later than the Effective Time, Indivior shall enter into an agreement with such bank or trust company, which agreement shall be reasonably acceptable to Supernus (the “Exchange Agency Agreement”), for the payment of the Merger Consideration as provided in Section 2.8.

(b) Indivior shall issue and deliver, prior to or concurrent with the Effective Time to the Exchange Agent solely for the account and benefit of the former Supernus Stockholders, (i) the maximum number of Indivior Shares that have become issuable pursuant to Section 2.8(a)(ii), and Section 2.9(a) for delivery to the Merger Consideration recipients entitled thereto (such Indivior Shares being the “Exchange Fund”) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 2.8(b) for delivery to the Merger Consideration recipients entitled thereto.

(c) At the Effective Time and without any action on the part of any holder, all Book-Entry Shares shall be deemed surrendered to the Exchange Agent and Indivior shall cause the Exchange Agent to: (i) deliver to each holder of Book-Entry Shares that number of uncertificated whole Indivior Shares that the holder is entitled to receive pursuant to this Article II and cancel such Book-Entry Shares; and (ii) mail to each holder of Book-Entry Shares a check in the amount of any cash payable in respect of such holder’s Book-Entry Shares pursuant to Section 2.8(b).

(d) As promptly as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, Indivior shall cause the Exchange Agent to mail to the record holders of Supernus Share Certificates: (i) a notice advising such holder of the effectiveness of the Merger; (ii) a letter of transmittal in customary form and containing such provisions as Indivior and Supernus may reasonably specify (including a provision confirming that delivery of Supernus Share Certificates shall be effected, and risk of loss and title to the Supernus Shares shall pass, only upon delivery of such Supernus Share Certificates to the Exchange Agent); and (iii) instructions for use in effecting the surrender of the Supernus Share Certificates in exchange for the Indivior Shares, as provided in Section 2.8(a). Upon surrender of a Supernus Share Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Indivior, (A) the holder of such Supernus Share Certificate shall be entitled to receive in exchange a certificate or evidence of shares in book entry form representing the number of whole Indivior Shares that such holder has the right to receive pursuant to the provisions of Section 2.8(a) (and cash in lieu of any fractional Indivior Shares pursuant to Section 2.9(b) and (B) the Supernus Share Certificate so surrendered shall immediately be canceled. Until surrendered as contemplated by this Section 2.12(d), each Supernus Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Indivior Shares (and cash in lieu of any fractional Indivior Shares pursuant to Section 2.9(b)) as contemplated by this Article II and any distribution or dividend with respect to Indivior Shares, the record date for which is after the Effective Time. In the event of a transfer of ownership of Supernus Shares that is not registered in the transfer records of Supernus, a certificate or evidence of shares in book-entry form representing the proper number of Indivior Shares may be issued to a Person other than the Person in whose name the Supernus Share Certificate so surrendered is registered if such Supernus Share Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the Person requesting such issuances shall pay any transfer or other Taxes required by reason of the issuance of the Indivior Shares to a person other than the registered holder of such Supernus Shares or establish to the satisfaction of Indivior that such Taxes have been paid or are not applicable. If any Supernus Share Certificate shall have been lost, stolen or destroyed, Indivior may, in its discretion and as a condition precedent to the issuance of any certificate or evidence of shares in book-entry form representing Indivior Shares, require the owner of such lost, stolen or destroyed Supernus Share Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Indivior may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Indivior, or the Surviving Corporation with respect to such Supernus Share Certificate.

(e) All Indivior Shares to be issued and delivered to the Exchange Agent pursuant to this Section 2.12 shall be deemed issued and outstanding as of the Effective Time, and whenever a dividend or other distribution is declared by Indivior in respect of Indivior Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Indivior Shares issuable pursuant to this Agreement. No dividends or other distributions declared or made with respect to the Indivior Shares with a record date after the Effective Time shall be paid to the holder of an unsurrendered Supernus Share Certificate with respect to the Indivior Shares that such holder has the right to receive pursuant to the Merger until such holder surrenders such Supernus Share Certificate in accordance with this Section 2.12. All such dividends and other distributions shall be paid by Indivior to the Exchange Agent after deduction of any applicable Taxes and shall be included in the Exchange Fund, in each case until the surrender of such Supernus Share Certificate in accordance with this Section 2.12. Subject to the effect of applicable Laws, following surrender of any such Supernus Share Certificate there shall be paid to the recordholder thereof, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such Indivior Shares and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Indivior Shares with a record date after the Effective Time but with a payment date subsequent to surrender.

(f) Any portion of the Exchange Fund that remains undistributed to holders of Supernus Share Certificates as of the date one (1) year after the Closing Date shall be delivered to Indivior upon demand, and any holders of Supernus Share Certificates who have not theretofore surrendered their Supernus Share Certificates to the Exchange Agent in accordance with this Section 2.12(f), as well as any holders of Book-Entry Shares who have not theretofore cashed any check payable to them in accordance with Section 2.9(b), shall thereafter look only to Indivior for satisfaction of their claims for Indivior Shares, cash in lieu of fractional Indivior Shares and any dividends or distributions with respect to Indivior Shares, subject to applicable abandoned property law, escheat law or similar Law.

(g) Neither Indivior, nor the Surviving Corporation shall be liable to any current or former Supernus Stockholder or to any other Person with respect to any Indivior Shares (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to any public official in compliance with any applicable abandoned property law, escheat law or similar Law. If any Supernus Share Certificate shall not have been surrendered prior to five (5) years after the Closing Date (or immediately prior to such earlier date on which any Indivior Shares or any dividends or other distributions payable to the holder of such Supernus Share Certificate would otherwise escheat to or become the property of any Governmental Body), any Indivior Shares issuable upon the surrender of, or any dividends or other distributions in respect of, such Supernus Share Certificate shall, to the extent permitted by applicable Law, become the property of Indivior, free and clear of all claims or interest of any Person previously entitled thereto.

2.13 Withholding. Each of Supernus, Indivior, Merger Sub and the Surviving Corporation (as applicable) shall be entitled to deduct or withhold such amounts as it determines, in its sole discretion, are necessary to cover all required withholdings from the amounts payable (including Indivior Shares deliverable) under this Agreement in accordance with the Code and any other applicable Law, and the Exchange Agent shall be entitled to so deduct or withhold to the extent it is entitled as set forth in the general instructions in the letter of transmittal. Any such withheld or deducted amount shall be timely paid over to the appropriate Governmental Body and treated as though such amount had been paid to the Person in respect of whom such withholding was required.

2.14 Interest; No Liability. All payments made pursuant to this Article II shall be without interest. None of Indivior, Merger Sub, and the Surviving Corporation shall be liable to any Person in respect of any cash or securities delivered to a public official pursuant to any applicable abandoned property law, escheat law or similar Law.

2.15 Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that Supernus changes the number of Supernus Shares issued and outstanding prior to the Effective Time or Indivior changes the number of Indivior Shares issued and outstanding prior to the Effective Time, in either case, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the consideration paid in accordance with this Agreement, including the Exchange Ratio, shall be equitably adjusted to reflect such change.

2.16 Further Action. If, at any time after the Effective Time, any further action is determined by Indivior or Supernus to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to rights and property of Merger Sub and Supernus, the officers and directors of Indivior shall be further authorized to take such action. Indivior and the Surviving Corporation also shall take such further actions as may be necessary or desirable to ensure that the Exchange Agent sends out the letters of transmittal to Supernus Stockholders and issues certificates or evidence of shares in book-entry form representing Indivior Shares to such stockholders in accordance with Section 2.12.

2.17 No Appraisal Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to Supernus Stockholders in connection with the Merger.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SUPERNUS

Except as disclosed in (a) the Supernus SEC Documents furnished or filed prior to the date hereof (excluding any disclosures in any risk factors section or otherwise relating to forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature) or (b) the confidential disclosure letter delivered by Supernus to Indivior prior to the execution and delivery of this Agreement (the “Supernus Disclosure Letter”) to the extent it makes reference to the particular Section or subsection of this Agreement to which exception is being taken (or to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to another Section or subsection of this Agreement), Supernus represents and warrants to Indivior as follows:

3.1 Organization and Corporate Power.

(a) Supernus is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and each other agreement, document, instrument or certificate contemplated hereby to be executed, delivered and performed by Supernus and perform its obligations hereunder and thereunder. Each of the Subsidiaries of Supernus is a corporation or other entity duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization. Each of Supernus and its Subsidiaries has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b) Each of Supernus and its Subsidiaries has all authorizations, licenses and permits, necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to hold such authorizations, licenses and permits would not have a Supernus Material Adverse Effect. Each of Supernus and its Subsidiaries is duly qualified or authorized to do business and is in good standing in every jurisdiction (to the extent such concept exists in such jurisdiction) in which its ownership of property or the conduct of its business as now conducted requires it to qualify, except where the failure to be so qualified, authorized or in good standing would not have a Supernus Material Adverse Effect. True and complete copies of the certificate of incorporation and bylaws of Supernus, as in effect as of the date hereof, have been heretofore made available to Indivior.

3.2 Authorization; Valid and Binding Agreement. Subject to obtaining the Supernus Stockholder Approval, the execution, delivery and performance of this Agreement by Supernus and each other agreement, document, instrument or certificate contemplated hereby to be executed, delivered and performed by Supernus and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Supernus, and no other corporate approvals on Supernus’ part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Indivior and Merger Sub, this Agreement constitutes a valid and binding obligation of Supernus, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights or general principles of equity affecting the availability of specific performance and other equitable remedies.

3.3 Capital Stock.

(a) The authorized capital stock of Supernus consists of (i) 130,000,000 Supernus Shares, $0.001 par value per share, of which, as of July 28, 2026 (the “Measurement Date”), 58,168,001 Supernus Shares were issued and outstanding and (ii) 65,000,000 Supernus Preferred Stock, of which, as of the Measurement Date, none were issued and outstanding. Between the Measurement Date and the date of this Agreement, there have been no issuances or grants of Supernus Shares, Supernus Options, Supernus RSUs, Supernus PSUs or Supernus ESPP Purchase Rights.

(b) Section 3.3(b) of the Supernus Disclosure Letter sets forth a true and complete list as of the Measurement Date of the outstanding Supernus Shares, Supernus Options, Supernus RSUs, Supernus PSUs and Supernus ESPP Purchase Rights (assuming that all participants in the Supernus ESPP as of the date hereof were to continue to participate through the next regularly scheduled exercise date under the Supernus ESPP), including, with respect to each Supernus Option, Supernus RSU award, Supernus PSU award and Supernus ESPP Purchase Right, the number of Supernus Shares issuable thereunder or with respect thereto, the holder thereof and the exercise price (if any), and Supernus has granted no other such awards since the Measurement Date and prior to the date of this Agreement.

(c) All of the outstanding Supernus Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive or similar rights. All of the issued and outstanding Supernus Shares were issued in compliance in all material respects with all applicable Laws concerning the issuance of securities. Except as set forth in Section 3.3(b) of the Supernus Disclosure Letter, Supernus does not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by Supernus. Except as set forth in Section 3.3(b) of the Supernus Disclosure Letter, there are no outstanding (i) shares of capital stock or other equity interests or voting securities of Supernus, (ii) securities convertible or exchangeable, directly or indirectly, into capital stock of Supernus, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Supernus to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Supernus, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Supernus or (v) bonds, debentures, notes or other Indebtedness of Supernus having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of Supernus may vote.

(d) All of the outstanding Supernus Options, Supernus RSUs, Supernus PSUs and Supernus ESPP Purchase Rights have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Plans and applicable Laws.

(e) There are no stockholder agreements or voting trusts or other agreements or understandings to which Supernus is a party with respect to the voting, or restricting the transfer, of the capital stock or any other equity interest of Supernus. Supernus has not granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of capital stock that are in effect. No shares of capital stock of Supernus are held by any Subsidiary of Supernus.

(f) As of the date of this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Supernus or any of its Subsidiaries is subject, a party to or otherwise bound.

3.4 Subsidiaries. Section 3.4 of the Supernus Disclosure Letter lists all of the Subsidiaries of Supernus, and for each Subsidiary the jurisdiction of formation. Each of the Subsidiaries of Supernus is a corporation or other entity duly organized, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, except where failure to be so duly incorporated or organized, validly existing and/or in good standing would not have a Material Adverse Effect. All of the outstanding shares of capital stock or equivalent equity interests of each of Supernus’ Subsidiaries have been validly issued, are fully paid and nonassessable, and are owned of record and beneficially, directly or indirectly, by Supernus free and clear of all Liens (other than Permitted Liens). None of Supernus’ Subsidiaries has any other equity securities authorized, issued or

outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing. There are no outstanding or authorized options or other rights to acquire from any of Supernus’ Subsidiaries, or any obligations of any of Supernus’ Subsidiaries to issue, any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities of any of Supernus’ Subsidiaries (collectively, “Supernus Subsidiary Securities”). There are no outstanding obligations of Supernus or its Subsidiaries to repurchase, redeem, or otherwise acquire any of the Supernus Subsidiary Securities, and there are no other options, calls, warrants, or other rights, relating to Supernus Subsidiary Securities to which Supernus or its Subsidiaries is a party. Except for the capital stock or other equity or voting interests of its Subsidiaries and as set forth on Section 3.4 of the Supernus Disclosure Letter, Supernus does not own, directly or indirectly, any material amount of capital stock or other equity or voting interests in any Person.

3.5 No Breach. Except with respect to clauses (b) and (c) for any conflicts, violations, breaches, defaults or other occurrences which would not constitute a Supernus Material Adverse Effect, the execution, delivery and performance of this Agreement by Supernus and, subject to obtaining the Supernus Stockholder Approval, the consummation of the transactions contemplated hereby do not (a) conflict with or violate Supernus’ or any of its Subsidiaries’ Organizational Documents, (b) assuming all consents, approvals, authorizations and other actions described in Section 3.6 have been obtained and all filings and obligations described in Section 3.6 have been made, conflict with or violate any Law, statute, rule or regulation or Order, judgment or decree to which Supernus or its Subsidiaries or any of their properties or assets is subject, or (c) conflict with or result in any breach of, constitute a material default under, result in a material violation of, give rise to a right of termination, cancellation or acceleration under, give rise to any penalties, repayment obligations, special assessments or additional payments under, result in the creation of any Lien upon any assets of Supernus or any of its Subsidiaries, or require any authorization, consent, waiver, approval, filing, exemption or other action by or notice to any court, other Governmental Body or other third party, under the provisions of any Supernus Material Contract.

3.6 Consents, etc. Except as may be required by (a) the HSR Act, (b) the Exchange Act, (c) the Securities Act, (d) U.S. state securities Laws, (e) Nasdaq and (f) the DGCL, in each case, which requirements have or will be made in connection with the transactions contemplated hereby, (i) none of Supernus or any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby and (ii) no consent, approval or authorization of any Governmental Body is required to be obtained by Supernus or any of its Subsidiaries in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for those consents, approvals and authorizations the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Supernus Material Adverse Effect.

3.7 SEC Reports; Disclosure Controls and Procedures.

(a) Supernus has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated by reference therein) with the SEC required to be filed or furnished by Supernus since January 1, 2023 (the “Supernus SEC Documents”). As of their respective filing dates or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment: (i) each of the Supernus SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the requirements of SOX, each as in effect on the date so filed or furnished, and (ii) none of the Supernus SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Supernus SEC Documents, and, to the knowledge of Supernus, none of the Supernus SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Supernus is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

(b) The consolidated financial statements (including all related notes and schedules) of Supernus and its consolidated Subsidiaries contained in the Supernus SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) fairly presented in all material respects the consolidated financial position of Supernus and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Supernus and its consolidated Subsidiaries for the periods covered thereby.

(c) Supernus maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Supernus’ properties or assets. Since January 1, 2023, none of Supernus, Supernus’ independent accountants, the Supernus Board or its audit committee has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Supernus, (B) “material weakness” in the internal controls over financial reporting of Supernus, or (C) fraud, whether or not material, that involves management or other employees of Supernus or its Subsidiaries who have a significant role in the internal controls over financial reporting of Supernus. Since January 1, 2023, any material change in internal control over financial reporting required to be disclosed in any Supernus SEC Document has been so disclosed.

(d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Supernus are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Supernus in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Supernus, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Supernus to make the certifications required under the Exchange Act with respect to such reports.

(e) Since the Supernus Balance Sheet Date, (i) neither Supernus nor any of its Subsidiaries nor, to the knowledge of Supernus, any director, officer, employee, auditor, accountant or representative of Supernus or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Supernus or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Supernus or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) to the knowledge of Supernus, no attorney representing Supernus or any of its Subsidiaries, whether or not employed by Supernus or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, by Supernus or any of its Subsidiaries or any of their officers, directors, employees or agents to any director or executive officer of Supernus.

(f) Supernus is in material compliance with the applicable listing and corporate governance rules and regulations of Nasdaq.

3.8 No Undisclosed Liabilities. Except (a) as and to the extent disclosed or reserved against on the unaudited consolidated balance sheet of Supernus as of March 31, 2026 included in the Supernus SEC Documents; (b) as incurred after the date thereof in the ordinary course of business consistent with past practice or (c) as set forth in Section 3.8 of the Supernus Disclosure Letter, Supernus, together with its Subsidiaries, does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, in each case required by GAAP to be reflected or reserved against in the consolidated balance sheet of Supernus and its Subsidiaries prepared in accordance therewith (or disclosed in the notes to such balance sheet), that, individually or in the aggregate, have or would reasonably be expected to have a Supernus Material Adverse Effect.

3.9 Absence of Certain Developments.

(a) Since the Supernus Balance Sheet Date, there has not been any Supernus Material Adverse Effect.

(b) Except as expressly contemplated by this Agreement, since the Supernus Balance Sheet Date, each of Supernus and its Subsidiaries has carried on and operated its business in all material respects in the ordinary course of business consistent with past practice, and none of them has:

(i) amended or modified its Organizational Documents;

(ii) sold, leased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the ordinary course of business consistent with past practice;

(iii) issued, sold, redeemed or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities;

(iv) declared or paid any dividend or other distribution of the assets of Supernus;

(v) made or approved any material changes in its Plans or made any material changes in wages, salary, or other compensation, including severance, with respect to its current or former officers, directors or executive employees other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any Supernus Plan;

(vi) paid, loaned or advanced (other than the payment of compensation and benefits in the ordinary course of business consistent with past practice or the payment, advance or reimbursement of business expenses in the ordinary course of business consistent with past practice or 401(k) plan loans) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, or made any loan to, or entered into any other transaction with, any of its directors or officers outside the ordinary course of business or other than at arm’s length;

(vii) except as required by applicable Law, adopted or materially amended any Supernus Plans;

(viii) hired or terminated any of its officers or employees with fixed annual compensation in excess of $300,000, with respect to non-officer employees, other than in the ordinary course of business consistent with past practice;

(ix) entered into, amended or modified any collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body;

(x) commenced or settled any Action in which the amount in dispute is in excess of $1,000,000;

(xi) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP;

(xii) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return;

(xiii) authorized, proposed, entered into or agreed to enter into any plan of liquidation, dissolution or other reorganization or authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person;

(xiv) except in the ordinary course of business consistent with past practice, incurred or discharged any Indebtedness;

(xv) made capital expenditures individually in excess of $750,000;

(xvi) suffered any material damage, destruction or loss, whether or not covered by insurance;

(xvii) sold, assigned, transferred, abandoned or allowed to lapse or expire any material Intellectual Property rights or other intangible assets owned, used or licensed by Supernus or any of its Subsidiaries in connection with any product of Supernus or any of its Subsidiaries or the operation of any of their businesses;

(xviii) been subject to any written claim or written threat of infringement, misappropriation or other violation by or against Supernus or any of its Subsidiaries of Intellectual Property rights of Supernus or any of its Subsidiaries or a third party;

(xix) materially reduced the amount of any insurance coverage provided by existing insurance policies; or

(xx) committed to do or take any of the actions described in the foregoing clauses (i) through (xix).

3.10 Title to Properties.

(a) Supernus and its Subsidiaries have sufficient title to, or hold pursuant to valid and enforceable leases or other comparable contract rights, all of the personal property and other tangible assets necessary for the conduct of the business of Supernus and its Subsidiaries, taken as a whole, as currently conducted, in each case free and clear of any Liens (other than Permitted Liens), except where the failure to do so would not constitute a Supernus Material Adverse Effect. To Supernus’ knowledge, all such items of tangible personal property are in normal operating condition and repair (ordinary wear and tear excepted) and have been maintained in accordance with normal industry practices.

(b) Supernus does not own any real property. The leased real property described in Section 3.10(b) of the Supernus Disclosure Letter (the “Supernus Real Property”) constitutes all of the real property used, occupied or leased by Supernus or its Subsidiaries. The Supernus Real Property leases are in full force and effect, and Supernus holds a valid and existing leasehold interest in the Supernus Real Property under each such applicable lease. Neither Supernus nor, to Supernus’ knowledge, any other party to the applicable Supernus Real Property leases is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by Supernus in any material respect under the Supernus Real Property leases, and, to Supernus’ knowledge, no event has occurred which, if not remedied, would result in a default by any party other than Supernus in any material respect under the Supernus Real Property leases.

3.11 Tax Matters.

(a) (i) Supernus and its Subsidiaries have timely filed (taking into account any applicable extensions) all material Tax Returns required to be filed by them, (ii) such Tax Returns are complete and correct in all material respects, (iii) Supernus and its Subsidiaries have paid all material Taxes as due and payable (whether or not shown on any Tax Return) and, (iv) as of the Supernus Balance Sheet Date, any Liability of Supernus or any of its Subsidiaries for accrued Taxes not yet due and payable, or which are being contested in good faith through appropriate proceedings, has been provided for in the financial statements of Supernus in accordance with applicable accounting practices and procedures. Since the Supernus Balance Sheet Date, neither Supernus nor any of its Subsidiaries has incurred any material Liability for Taxes outside the ordinary course of business.

(b) No claim has been made in writing by any Governmental Body in a jurisdiction where Supernus or any of its Subsidiaries do not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction. There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Supernus or any of its Subsidiaries. Supernus and its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. Neither Supernus nor any of its Subsidiaries has been a party to any “reportable transaction” as defined in Section 6707A(c)(1) of the Code and Treasury Regulation Section 1.6011-4(b).

(c) No material non-U.S., federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Supernus or any of its Subsidiaries.

(d) There is no outstanding request for any extension of time for Supernus or any of its Subsidiaries to pay any material Tax or file any material Tax Return, other than any such request made in the ordinary course of business, and there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Tax of Supernus or any of its Subsidiaries that is currently in force.

(e) Neither Supernus nor any of its Subsidiaries is a party to or bound by any Tax allocation, sharing or similar agreement (other than any commercial agreement entered into in the ordinary course of business that does not relate primarily to Taxes). Neither Supernus nor any of its Subsidiaries (i) has been a member of an affiliated group filing a combined, consolidated or unitary Tax Return (other than a group the common parent of which was Supernus) or (ii) has Liability for the Taxes of any Person (other than Supernus or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract, or otherwise (other than any commercial agreements entered into in the ordinary course of business that do not relate primarily to Taxes).

(f) Neither Supernus nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code (or any similar provision of state, local or non-U.S. Law).

(g) Neither Supernus nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction or loss from, taxable income, or make any material adjustment under Section 481(a) of the Code, for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in or improper use of any method of accounting for any taxable period ending on or prior to the Closing Date; (ii)

“closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or other Law) executed prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued outside the ordinary course of business on or prior to the Closing Date; (v) election under Section 108(i) of the Code; or (vi) the application of Section 965 of the Code.

(h) Neither Supernus nor any of its Subsidiaries has taken advantage of any relief or Tax deferral provisions or any carryback of net operating losses or similar Tax items related to COVID-19 for Tax purposes whether federal, state, local or foreign, including the CARES Act.

(i) Neither Supernus nor any of its Subsidiaries has knowledge of any facts, or has taken or plans to take any action that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code.

3.12 Contracts and Commitments.

(a) As of the date hereof, none of Supernus or any of its Subsidiaries is a party to or bound by any:

(i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Supernus or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Supernus’ Annual Report on Form 10-K for the year ended December 31, 2021, or any Supernus SEC Documents filed after the date of filing of such Form 10-K until the date hereof;

(ii) Contract (A) relating to the disposition or acquisition by Supernus or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than in the ordinary course of business consistent with past practice, or (2) prior to the date hereof, which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of them, to result in liabilities to Supernus and its Subsidiaries in excess of $1,000,000 or (B) pursuant to which Supernus or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Supernus’ Subsidiaries;

(iii) collective bargaining agreement or Contract with any labor union, trade organization or similar employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions);

(iv) any Contract for the engagement or employment of any employee or other Person on a full-time, part-time, consulting or other basis with (a) annual compensation equal to or in excess of $300,000 or (b) severance, change in control or other similar benefits;

(v) Contract establishing any joint ventures, partnerships or similar arrangements;

(vi) Contract (A) prohibiting or materially limiting the right of Supernus or any of its Subsidiaries to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Supernus or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Supernus or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area, but excluding any distribution, sales representative, sales agent or similar agreement under which Supernus or any of its Subsidiaries has granted a Person an exclusive geographical area and under which Supernus paid commissions less than $1,000,000 to such Person in 2025 or from whom Supernus received less than $1,000,000 from the sale of product to said Person in 2025;

(vii) each Government Contract, apart from Contracts with Centers for Medicare and Medicaid Services;

(viii) each Supernus IP Contract;

(ix) mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $1,000,000 or more, other than (A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practice;

(x) Contract providing for any guaranty by Supernus or any of its Subsidiaries of third-party obligations (under which Supernus or any of its Subsidiaries has continuing obligations as of the date hereof) of $500,000 or more, other than any guaranty by Supernus or any of its Subsidiaries’ of obligations of Supernus or any of its Subsidiaries;

(xi) Contract between Supernus, on the one hand, and any Affiliate of Supernus (other than a Subsidiary of Supernus), on the other hand;

(xii) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Supernus or its Subsidiaries;

(xiii) Contract under which Supernus and Supernus’ Subsidiaries are expected to make annual expenditures (excluding sales commissions) or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; or

(xiv) Contract to enter into any Contract of the type described in the foregoing clauses (i) through (xiii).

(b) Indivior has been given access to a true and correct copy of all written Supernus Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Supernus Material Contract.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Supernus Material Adverse Effect, (i) Supernus is not in default under any Contract listed, or required to be listed, in Section 3.12(a) of the Supernus Disclosure Letter (each, a “Supernus Material Contract” and, collectively, the “Supernus Material Contracts”) and (ii) to Supernus’ knowledge, as of the date hereof, the parties other than Supernus or any of its Subsidiaries to each of the Supernus Material Contracts is not in default thereunder. Each Supernus Material Contract is legal and in full force and effect and is valid, binding and enforceable against Supernus and its Subsidiaries (to the extent party thereto) and, to Supernus’ knowledge, each other party thereto. As of the date hereof, no party to any Supernus Material Contract has given any written notice, or to the knowledge of Supernus, any notice (whether or not written) of termination or cancellation of any Supernus Material Contract or that it intends to seek to terminate or cancel any Supernus Material Contract (whether as a result of the transactions contemplated hereby or otherwise).

3.13 Intellectual Property.

(a) All of the patents, domain names, registered trademarks and service marks, registered copyrights and applications for any of the foregoing, that are currently owned by or exclusively licensed to Supernus or any of its Subsidiaries (collectively, “Supernus Registered Intellectual Property”) are set forth in Section 3.13(a) of the Supernus Disclosure Letter, including for each item: (i) the record owner; (ii) the jurisdiction of issuance, registration, or application; (iii) the issuance, registration, or application number; and (iv) the date of issuance, registration, or filing. All assignments to Supernus or its Subsidiaries of patents constituting Supernus Owned Intellectual Property that are material to the business of Supernus and its Subsidiaries exist and have been properly executed and recorded. The Supernus Owned Intellectual Property and the Supernus Licensed Intellectual Property are each (A) subsisting and, to the knowledge of Supernus, valid and enforceable and (B) not subject to any outstanding order, judgment or decree. To the knowledge of Supernus, all registration, renewal, maintenance, and other payments that are or have become due with respect to each item of Supernus Registered Intellectual Property have been timely paid, and all documents, recordations, and certificates required to maintain Supernus Registered Intellectual Property in full force and effect have been timely filed with the relevant Governmental Body. Supernus has complied with all Laws regarding the duty of disclosure, candor and good faith in connection with each item included in Supernus Registered Intellectual Property to the extent required under applicable Law.

(b) To the knowledge of Supernus, the Supernus Owned Intellectual Property, together with any Supernus Licensed Intellectual Property constitutes all Intellectual Property used in and material to or otherwise necessary for Supernus’ or its Subsidiaries’ manufacture or sale of its Products or operation of the business of Supernus and its Subsidiaries. Supernus or one of its Subsidiaries (i) (A) solely and exclusively owns all rights, title and interests in and to all Supernus Owned Intellectual Property, free and clear of any Liens other than Permitted Liens, and (B) is the sole and exclusive licensee of all Supernus Licensed Intellectual Property, free and clear of all Liens other than Permitted Liens, (ii) possess legally sufficient, valid and enforceable rights to use all other Intellectual Property used in connection with or necessary to conduct Supernus’ and its Subsidiaries’ businesses; provided, however, that the foregoing shall not be interpreted as a representation of non-infringement of third-party Intellectual Property, which is dealt with exclusively in Section 3.13(e) below, and (iii) will continue to own, license or have the right to use all such Intellectual Property in clauses (i) and (ii) immediately following the Closing to the same extent as prior to the Closing.

(c) To the knowledge of Supernus, no Person is currently infringing, misappropriating, diluting or otherwise violating, or has previously since January 1, 2023 infringed, misappropriated, diluted or otherwise violated, any material Supernus Owned Intellectual Property or any material Supernus Licensed Intellectual Property. Neither Supernus nor any of its Subsidiaries has brought or made any pending claim, demand, or Action, or sent any written notice to any Person, alleging any infringement, misappropriation, or other violation of any Supernus Owned Intellectual Property or Supernus Licensed Intellectual Property.

(d) No Person has provided written notice of a claim or pending Action or, to the knowledge of Supernus, threatened a claim or Action, challenging the ownership, validity, enforceability or scope of any Supernus Registered Intellectual Property, and no item of Supernus Registered Intellectual Property is the subject of any outstanding Order, injunction, judgment, decree or ruling enacted, adopted, promulgated or applied by a Governmental Body or arbitrator of which Supernus has received written notice. No Supernus Registered Intellectual Property is subject to any pending challenge or, to the knowledge of Supernus, any threatened challenge, to its validity, enforceability, scope, or title in any reissue, reexamination, inter partes review, post-grant review, covered business method review, cancellation, interference, or opposition proceeding before the United States Patent and Trademark Office or any comparable proceeding before any foreign Governmental Body.

(e) To Supernus’ knowledge, Supernus and its Subsidiaries, their Products and the business of Supernus and its Subsidiaries as currently conducted, does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property owned by another Person and has not infringed, misappropriated, diluted or otherwise violated any Intellectual Property owned by another Person since January 1, 2023. Supernus and its Subsidiaries have not, since January 1, 2023, received any charge, complaint, claim, demand, notice or other communication alleging any infringement, misappropriation, dilution or other violation (including any claim that Supernus or a Subsidiary must license or refrain from using any Intellectual Property of another Person in order to avoid infringement, misappropriation, dilution or other violation) of the Intellectual Property of another Person, and, to the knowledge of Supernus, no such charge, complaint, claim, demand, notice or other communication has been threatened against Supernus or any of its Subsidiaries. There is no pending Action (or to the knowledge of Supernus, threatened Action), claim, or suit alleging any such infringement, misappropriation, dilution or violation.

(f) Supernus and its Subsidiaries have taken commercially reasonable efforts to protect and preserve their rights in all Intellectual Property owned by Supernus or any of its Subsidiaries. Supernus and its Subsidiaries have taken commercially reasonable steps to maintain and protect the secrecy and confidentiality of all material trade secrets included in the Intellectual Property owned by Supernus or any of its Subsidiaries, including by maintaining appropriate physical, technical, and organizational security measures. To the knowledge of Supernus, no material trade secret owned by Supernus or any of its Subsidiaries has been disclosed or authorized to be disclosed to any third party other than pursuant to a written confidentiality agreement requiring such third party to maintain the confidentiality thereof. All employees, contractors and consultants who have created Intellectual Property used in the conduct of the business of Supernus or a Subsidiary as currently conducted have either (i) assigned to one or more of Supernus or its Subsidiaries all of their rights therein, to the full extent permitted by Law and to the extent such rights would not automatically vest with Supernus or one of its Subsidiaries by operation of Law,

or (ii) with respect to consultants and contractors, assigned to one or more of Supernus or its Subsidiaries all of their rights in Supernus Registered Intellectual Property and granted Supernus or its Subsidiaries sufficient rights in all other such Intellectual Property to conduct the business of Supernus and its Subsidiaries as currently conducted. Each such employee, contractor, and consultant has executed a valid and enforceable written agreement pursuant to which such Person agrees to maintain the confidentiality of Supernus’ and its Subsidiaries’ trade secrets and other confidential or proprietary information.

(g) Section 3.13(g) of the Supernus Disclosure Letter sets forth, as of the date hereof, a true, correct, and complete list of all Supernus IP Contracts. Each Supernus IP Contract is legal, valid, and binding on Supernus or its applicable Subsidiary, and, to the knowledge of Supernus, each other party thereto, and is in full force and effect. Neither Supernus nor any of its Subsidiaries has received any written notice of termination or cancellation, or written notice of any breach or default, under any Supernus IP Contract, and neither Supernus nor any of its Subsidiaries has provided any written notice of termination or cancellation under any Supernus IP Contract. The consummation of the Merger and the other transactions contemplated by this Agreement will not (i) result in the early termination, cancellation, expiration, or acceleration of any Supernus IP Contract; (ii) require the payment of any additional fee or the provision of any additional consideration under any Supernus IP Contract; (iii) result in the loss, lapse, or impairment of, or any Lien on, any Intellectual Property owned by or licensed to Supernus or its Subsidiaries; (iv) result in any party thereto having the right to modify any rights or obligations thereunder; or (v) result in any obligation to grant, license, or otherwise make available to any Person any Intellectual Property, that would not otherwise exist absent such consummation.

3.14 Data Privacy.

(a) Supernus and its Subsidiaries (i) maintain commercially reasonable policies and procedures regarding the security, privacy, transfer and use of Personal Data that are designed to protect Personal Data from unauthorized access, use or disclosure, and (ii) except as would not, individually or in the aggregate, reasonably be expected to have a Supernus Material Adverse Effect, since January 1, 2023, have been in compliance with all of Supernus’ and its Subsidiaries’ published and written policies, as applicable, governing the security, privacy, transfer and use of Personal Data, contractual obligations applicable to the processing of Personal Data and applicable Laws governing data privacy and data security.

(b) To Supernus’ knowledge, since January 1, 2023, (i) none of Supernus or any of its Subsidiaries has experienced any unauthorized access, acquisition, theft, destruction or compromise of any Personal Data, which, individually or in the aggregate, has had a Supernus Material Adverse Effect and (ii) there has not been any unauthorized intrusions or breaches of security into any Supernus information technology system used in the operation of the businesses of Supernus and its Subsidiaries, which, individually or in the aggregate, has had a Supernus Material Adverse Effect. To Supernus’ knowledge, since January 1, 2023, no third-party processing Personal Data on behalf Supernus has experienced a security breach affecting Personal Data of Supernus or its Subsidiaries, which, individually or in the aggregate, has had a Supernus Material Adverse Effect. Neither Supernus, its Subsidiaries, nor any third party acting at Supernus’ direction or authorization has paid any perpetrator of any actual or threatened security incident or cyber-attack, including a ransomware attack or a denial-of-service attack.

(c) To Supernus’ knowledge, since January 1, 2023, none of Supernus or any of its Subsidiaries has been under investigation by any state, federal, or foreign jurisdiction regarding its protection, storage, use, disclosure, and transfer of Personal Data.

(d) To Supernus’ knowledge, since January 1, 2023, none of Supernus or any of its Subsidiaries has received any material written claim, complaint, inquiry or notice from any governmental, regulatory or self-regulatory authority or entity, or any data subject, related to Supernus’ or its Subsidiaries’ collection, processing, use, storage, security, and/or disclosure of Personal Data, alleging that any of these activities are in violation of any applicable Laws governing data privacy and data security.

3.15 Litigation. There are no Actions pending, or to Supernus’ knowledge, threatened, against Supernus or any of its Subsidiaries, at law or in equity, or before or by any Governmental Body, and Supernus and its Subsidiaries are not subject to or in violation of any outstanding judgment, Order or decree of any court or Governmental Body, in each case, that would, individually or in the aggregate, have a Supernus Material Adverse Effect. This Section 3.15 shall not apply to Taxes, with respect to which exclusively the representations and warranties in Section 3.11 shall apply.

3.16 Insurance. Section 3.16 of the Supernus Disclosure Letter lists each material insurance policy maintained by Supernus or any of its Subsidiaries or, to Supernus’ knowledge, under which Supernus is a named insured or otherwise the principal beneficiary of coverage, including the policy number and the period, type and amount of coverage. All such insurance policies are in full force and effect and shall continue in effect until the Closing Date, except, upon expiration of any such insurance policies prior thereto, as such insurance policies may be renewed or replaced with materially similar insurance policies in the ordinary course of business. Such insurance policies are sufficient, in all material respects in the aggregate, with the operation of Supernus’ or its Subsidiaries’ business for the industry in which it operates. Supernus is not in default with respect to its obligations under any such insurance policies and, to Supernus’ knowledge, there is no threatened termination of, or threatened premium increase with respect to, any of such policies, other than in connection with Supernus’ annual renewal process.

3.17 Employee Benefit Plans.

(a) Section 3.17 of the Supernus Disclosure Letter lists all current material Supernus Plans (other than (i) immaterial Non-U.S. Plans that are otherwise Supernus Plans or (ii) any at-will employment agreement or any services agreement terminable upon 30 days’ notice or less, in either case that does not provide for severance, notice of termination (or pay in lieu), change of control, retention or bonus pay or similar benefits (other than continuation coverage or other entitlements required by Law)).

(b) Each Supernus Plan that is intended to meet the requirements to be qualified under Section 401(a) of the Code has received a favorable determination letter or is covered by a favorable opinion letter from the Internal Revenue Service that remains current to the effect that the form of such Supernus Plan is so qualified, and Supernus is not aware of any facts or circumstances that would reasonably be expected to jeopardize the qualification of such Supernus Plan. The Supernus Plans comply in form and in operation in all material respects with the

requirements of the Code, ERISA and other applicable Law; and Supernus has not become subject to any material Liability by reason of (i) a failure to provide any notice, (ii) a failure to make any contribution to a Supernus Plan intended to be qualified under Section 401(a) of the Code within the time prescribed for the contribution under ERISA, or (iii) a breach of fiduciary duty or prohibited transaction under ERISA or any other applicable Law, in each case with respect to a Supernus Plan.

(c) With respect to each current material Supernus Plan, Supernus has made available true and complete copies of the following (as applicable) prior to the date hereof: (i) the plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof; (ii) the summary plan description along with all summaries of material modifications thereto; (iii) all related trust instruments or other funding-related documents; (iv) a copy of the most recent financial statements for the plan; (v) a copy of all non-routine correspondence with any Governmental Body relating to a Supernus Plan received or sent within the last three years, (vi) the most recent determination or opinion letter, (vii) the most recently filed Form 5500, (viii) the most recent actuarial valuation report, and (ix) the last three years of compliance testing results.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Supernus Material Adverse Effect, with respect to the Supernus Plans, (i) all required contributions to, and premiums payable in respect of, such Supernus Plan have been made or, to the extent not required to be made on or before the date hereof, have been properly accrued on Supernus’ financial statements in accordance with GAAP, and (ii) there are no Actions, audits, suits or claims pending or, to Supernus’ knowledge, threatened, other than routine claims for benefits.

(e) Neither Supernus nor any of its ERISA Affiliates has at any time in the past six (6) years sponsored or contributed to, or has or has had any Liability or obligation in respect of (whether contingent or otherwise) (i) any employee benefit plan (including any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)) that is or was at any relevant time subject to Title IV of ERISA or Section 412 of the Code, (ii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iii) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither Supernus nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that has not been paid in full. None of the Supernus Plans obligates Supernus or its Subsidiaries to provide a current or former employee or other service provider (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment with Supernus or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other Law and coverage through the end of the month of termination of employment.

or compensation otherwise payable under any Supernus Plan, (iii) result in the acceleration of the time of payment or vesting of any benefits under any Supernus Plan, (iv) require Supernus or its Subsidiaries to set aside any assets to fund any benefits under a Supernus Plan or result in the forgiveness in whole or in part of any outstanding loans made by Supernus to any Person, (v) limit the ability to amend or terminate any Supernus Plan or related trust or (vi) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code or Section 409A of the Code (or, in either case, any corresponding provision of state, local or foreign Tax law). Supernus has no obligation to pay any gross-up in respect of any Tax under Section 4999 of the Code or Section 409A of the Code (or, in either case, any corresponding provision of state, local or foreign Tax law).

(g) With respect to each Supernus Plan that is a Non-U.S. Plan, and except as would not reasonably be expected to have, individually or in the aggregate, a Supernus Material Adverse Effect, the fair market value of the assets of each funded Non-U.S. Plan, the liability of each insurer for any non-U.S. Plan funded through insurance or the book reserve established for any Non-U.S. Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) with respect to all current or former participants under such Non-U.S. Plan according to the actuarial assumptions and valuation most recently used to determine employer contributions to such Non-U.S. Plan, and none of the contemplated transactions will cause such assets, insurance obligations or book reserves to be less than such benefit obligations. Each such Non-U.S. Plan required to be registered has been registered and has been maintained in all material respects in good standing with each applicable Governmental Body. No Supernus Plan that is a Non-U.S. Plan is a defined benefit pension plan.

(h) Each Supernus Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to be made under any Supernus Plan is, or to Supernus’ knowledge, will be, subject to the penalties of Section 409A(a)(1) of the Code.

3.18 Compliance with Law; Permits; Anti-Corruption Laws.

(a) Supernus and each of its Subsidiaries hold all Permits required to operate their respective businesses as they are being conducted as of the date hereof, and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually or in the aggregate, not reasonably be expected to have a Supernus Material Adverse Effect, and no proceeding is pending or, to the knowledge of Supernus, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Supernus nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Supernus or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 3.18 shall not apply to Taxes, employee benefit plans, environmental matters, labor and employment matters or regulatory matters, which are the subjects exclusively of the representations and warranties in Section 3.11, Section 3.17, Section 3.20, Section 3.21 and Section 3.22, respectively.

(b) Supernus and its Subsidiaries are, and for the past six (6) years have been, in compliance with Anti-Corruption Laws.

(c) During the past six (6) years, neither Supernus nor any of its Subsidiaries nor, to the knowledge of Supernus, any of their respective directors, officers, employees or agents (in each case, while acting on behalf of Supernus or its Subsidiaries), has directly or indirectly used, offered, authorized, promised, provided, paid, requested, or received, whether directly or indirectly through a third party, on behalf of Supernus or its Subsidiaries or in connection with their business, any bribes, kickbacks, gifts, or anything else of value, regardless of form or amount, to any Person for any improper purpose, including for obtaining or retaining business or securing an improper business advantage.

(d) For the past six (6) years, neither Supernus nor any of its Subsidiaries, to Supernus’ knowledge, has been or is currently under any internal or Governmental Body review, investigation, inspection, or examination relating to their compliance with Anti-Corruption Laws, or has received any written notice or other communication from any Governmental Body regarding a violation of, or failure to comply with, any Anti-Corruption Laws.

(e) For the past six (6) years, Supernus and its Subsidiaries have not, to Supernus’ knowledge, been and are not now under any administrative, civil, or criminal investigation, prosecution, or indictment, and neither Supernus nor any of its Subsidiaries is party to any legal actions involving alleged false statements, false claims or other improprieties relating to their compliance with Anti-Corruption Laws.

(f) For the past six (6) years, Supernus and its Subsidiaries have maintained an adequate system or systems of internal controls reasonably designed to promote compliance with Anti-Corruption Laws.

(g) For the past six (6) years, neither Supernus nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Body with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to any Anti-Corruption Laws.

3.19 Trade Laws. Neither Supernus nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents is a Sanctioned Person. Since April 24, 2019, (a) neither Supernus nor any of its Subsidiaries has directly or indirectly conducted any business or engaged in any transactions with a Sanctioned Person or in any Sanctioned Country in violation of Trade Laws and (b) each of Supernus and its Subsidiaries have been in material compliance with all Trade Laws and have obtained, satisfied the requirements of or are otherwise qualified to rely upon all necessary import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with any Governmental Body, in each case required for the import, export, reexport or transfer of products, services, software or technologies. There are no pending or threatened claims against Supernus or any of its Subsidiaries nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise to any material future claims with respect to the Trade Laws.

3.20 Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Supernus Material Adverse Effect: (a) each of Supernus and its Subsidiaries is and has been in compliance with all Environmental Laws; (b) each of Supernus and its Subsidiaries holds, and is and has been in compliance with, all authorizations, licenses and Permits required under Environmental Laws to operate its business at the Supernus Real Property as presently conducted; (c) none of Supernus or any of its Subsidiaries has received any notice from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees under Environmental Laws; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by Supernus or on, under or about any of the real property occupied or used by Supernus. Supernus has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the Supernus Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to Supernus’ knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by Supernus for which Supernus has, or may have, Liability.

3.21 Employment and Labor Matters. Supernus has made available a true and complete listing of all current Supernus employees and contractors as of the date of this Agreement, including for each: (a) their work location; (b) date of hire or engagement date; (c) annual base salary (or hourly wage rate, or other method of compensation as applicable); (d) job title or description of services; (e) employment or engagement status (e.g., as applicable, active or inactive, full-time or part-time employee or contractor, and non-exempt or exempt classification under the Fair Labor Standards Act or similar applicable Laws); (f) employing entity, (g) commission and bonus potential (if applicable), and (h) any visa or work permit status and the date of expiration, if applicable. Supernus is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Supernus in existence or in negotiation. No employees of Supernus are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions). Since January 1, 2023, Supernus has not experienced any labor strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute. Supernus will not incur any notice, consultation or consent obligations with respect to any labor union, works council or other employee representative body in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby. There are no, and since January 1, 2023 there have been no, material Actions or any material disputes pending or, to Supernus’ knowledge, threatened between Supernus and any of its employees or independent contractors. There are no, and since January 1, 2023 there have been no material Actions or any material disputes pending or, to Supernus’ knowledge, threatened by or before any Governmental Body affecting Supernus concerning employment matters. There is no current campaign being conducted to solicit cards from or otherwise organize employees of Supernus or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any

other Governmental Body) certify or otherwise recognize such a body with respect to employees of Supernus, and since January 1, 2023, Supernus has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Supernus is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, civil and/or human rights, harassment, discrimination and/or retaliation in employment, reasonable accommodation, unfair competition, affirmative action, pay equity, employment equity, workers’ compensation, safety and health, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. No allegation, complaint, charge or claim (formal or otherwise) of sexual or racial harassment, sexual assault, sexual or racial misconduct, sex/gender or racial discrimination or similar behavior (a “Misconduct Allegation”) has been made at any time since January 1, 2023 against any Person who is or was an officer, director, manager or supervisory-level employee of Supernus in such person’s capacity as such or, to the knowledge of Supernus, in any other capacity, nor are any Misconduct Allegations pending or, to the knowledge of Supernus, threatened. Since January 1, 2023, Supernus has not entered into any settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any Contract or provision similar to any of the foregoing relating directly or indirectly to any Misconduct Allegation against Supernus or any person who is or was an officer, director, manager, employee or independent contractor of Supernus. Except as set forth in Section 3.21 of the Supernus Disclosure Letter, there has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to Supernus within the twelve (12) months prior to the date hereof. As of the date hereof, to Supernus’ knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to Supernus or any of its Subsidiaries that such executive, key employee or group of employees intends to terminate employment with Supernus or any of its Subsidiaries within the twelve (12) months following the Closing Date.

3.22 FDA and Regulatory Matters.

(a) Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Supernus Material Adverse Effect, Supernus is, and since January 1, 2023, has been, in compliance with all Healthcare Laws applicable to Supernus and its Products, including requirements relating to the development, clinical and nonclinical research and/or testing, manufacturing, processing, packaging, product approval or clearance, premarketing notification, labeling, import, export, advertising and promotion, record-keeping, adverse event or medical device reporting, reporting of corrections and removals, distribution, storage, marketing, commercialization and sale of Supernus’ Products, as applicable, and no officer, director, manager or managing director of Supernus, or to the knowledge of Supernus, any other Person, has engaged in any act on behalf of Supernus that violates any Healthcare Law. To Supernus’ knowledge, all contract manufacturers assisting in the manufacture of the Products or Product components are, and, since January 1, 2023, have been, in compliance with the FDA’s establishment registration and product listing requirements to the extent required by applicable Healthcare Laws insofar as they pertain to the manufacture of Products or Product components for Supernus, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Supernus

Material Adverse Effect. Supernus has not received any written notification of any pending or threatened claim, subpoena, civil investigative demand, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other Action from any Governmental Body, including the Centers for Medicare & Medicaid Services and the U.S. Department of Health and Human Services Office of Inspector General, the U.S. Department of Justice, any U.S. Attorney’s Office or state Attorney General, or any comparable state or federal Governmental Body, or any other Person, alleging potential or actual non-compliance by, or Liability of, Supernus under any Healthcare Law.

(b) Supernus holds such Permits of Governmental Bodies required for the conduct of its business as currently conducted, including those Permits necessary to permit the development, preclinical and clinical testing, manufacture, processing, packaging, labeling, sale, importation, exportation, storage, shipment, distribution and promotion of its Products in jurisdictions where it currently conducts such activities with respect to each Product (collectively, the “Supernus Licenses”), except to the extent where the failure to hold such Permits would not, individually or in the aggregate, be reasonably expected to have a Supernus Material Adverse Effect. Supernus has fulfilled and performed all of its obligations with respect to each Supernus License and is in material compliance with all terms and conditions of each Supernus License, and, to Supernus’ knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation, suspension or termination thereof or would result in any other impairment of the rights of the holder of any Supernus License, except to the extent where the failure to be in material compliance would not, individually or in the aggregate, be reasonably expected to have a Supernus Material Adverse Effect. Supernus has not received any written information or notification from the FDA or any other Governmental Body with jurisdiction over the development, preclinical and clinical research and/or testing, labeling, advertising, promotion, marketing, sale, use, handling and control, safety, efficacy, reliability, distribution, manufacturing, processing, packaging, importation, exportation, storage, shipment, or distribution of drug and medical device products which would reasonably be expected to lead to the denial of any application for marketing approval or clearance granted by or currently pending before the FDA or any other Governmental Body.

(c) All material filings, reports, documents, claims, submissions and notices submitted or required to be filed, maintained or furnished to the FDA, CMS, state or other Governmental Bodies have been timely submitted, filed, maintained or furnished and were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), including all claims, statements, adverse event reports, medical device reports, reports of recalls, corrections and removals, field alert reports, and recall communications with regard to the Products and any transparency reports. All applications, notifications, submissions, information, claims, reports, filings and other data and conclusions derived therefrom utilized as the basis for, or submitted in connection with, any and all requests for a Supernus License from the FDA or other Governmental Body relating to Supernus or its businesses or the Products, when submitted to the FDA or any other Governmental Body, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date of submission. Any necessary or required updates, changes, corrections or modifications to such applications, notifications, submissions, information, claims, reports, filings and other data have been submitted to the FDA or other Governmental Body and as so updated, changed, corrected or modified remain true, accurate and complete in all material respects and do not materially misstate any of the statements or information included therein or omit to state a material fact necessary to make the statements therein not misleading.

(d) Supernus has not received any written notice or other communication from the FDA or any other Governmental Body contesting the regulatory classification, pre-market clearance or approval of, or the labeling and promotion of, any Supernus Products. No manufacturing site that assists in the manufacture of any Supernus Products or their components (whether Supernus-owned or operated or that of a contract manufacturer for any of Supernus’ Products or Product Components) has been subject to a Governmental Body (including the FDA) shutdown or import or export detention, refusal or prohibition to the extent relating to any Supernus Products or their components. Neither Supernus nor, to Supernus’ knowledge, any manufacturing site that assists in the manufacture of any Supernus Products or their components (whether Supernus-owned or operated or that of a contract manufacturer for any of Supernus’ Products or Product Components) has received, since January 1, 2023, any FDA Form 483 or other Governmental Body notice of inspectional observations or adverse findings, “warning letters,” “untitled letters” or similar correspondence or notice from the FDA or any other Governmental Body alleging, observing or asserting noncompliance with Good Manufacturing Practices or any other applicable Healthcare Laws or Supernus Licenses or alleging a lack of safety or effectiveness from the FDA or any other Governmental Body, in each case to the extent relating to any Supernus Products or their components, and, to Supernus’ knowledge, there is no such Action or proceeding pending or threatened.

(e) The FDA has not mandated, recommended or requested that Supernus recall any of its Products. There are no recalls of any of Supernus’ Products contemplated by Supernus or pending. Since January 1, 2023, there have been no recalls, field notifications, field alerts, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, IND safety reports or other notices of action relating to an alleged lack of safety, efficacy or regulatory compliance of any Product or Product component, or seizures ordered or adverse regulatory actions taken (or, to Supernus’ knowledge, threatened) by the FDA or any Governmental Body with respect to any of the Products or Product components or any facilities where Products or Product components are developed, designed, tested, manufactured, assembled, processed, packaged or stored.

(f) Since January 1, 2023, all preclinical and nonclinical studies and clinical investigations or clinical trials that have been or are being conducted by or on behalf of Supernus, including any for submission to a FDA or any other Governmental Body, have been and are being conducted in compliance in all material respects with applicable study protocols and Healthcare Laws, rules and regulations, including the applicable requirements of Good Laboratory Practices or Good Clinical Practices. Since January 1, 2023, no preclinical, nonclinical, or clinical studies conducted by or on behalf of Supernus have been placed on clinical hold or terminated or suspended prior to completion. Since January 1, 2023, Supernus has not received any notice, correspondence or other communication from FDA or any other Governmental Body or clinical investigator requiring the termination, suspension or material modification of any ongoing clinical studies conducted by or on behalf of Supernus. Supernus has not been subject to any pending inquiry into disqualification, suspension or other restriction from participation in preclinical studies or clinical trials and, to the knowledge of Supernus, none of its contractors or agents who performed work in connection with the preclinical studies or clinical trials was subject to disqualification, suspension or other restriction that would have prevented their participation in preclinical studies or clinical trials for activities conducted with respect to any Supernus Product.

(g) Supernus is not the subject of any pending or, to the knowledge of Supernus, threatened investigation regarding Supernus or the Products by the FDA pursuant to the FDA Fraud Policy. Neither Supernus nor, to the knowledge of Supernus, any officer, employee or agent of Supernus has made an untrue statement of material fact to the FDA or any other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Body or committed an act, made a statement or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA or any other Governmental Body to invoke the FDA Fraud Policy or any similar policy.

(h) Since January 1, 2023, (i) all necessary procurement and manufacturing quotas issued by DEA for the purchase, formulation and manufacture of Supernus’ Products have been obtained, and to the knowledge of Supernus, no such procurement and manufacturing quota restrictions are reasonably likely to result in a material manufacturing interruption or material reduction or suspension in the manufacture or timely delivery of the Supernus Products and (ii) except in the ordinary course of business, no purchase orders have been canceled or adjusted due to supply chain shortages or material manufacturing interruptions or procurement and manufacturing quota restrictions.

(i) All of Supernus’ contracts, participation in joint ventures and other business relationships with potential customers, prescribers, physicians or other healthcare professionals, distributors, patients, or other sources of orders or referrals, including any consulting, speaker, development, sponsorship, grant and royalty agreements with, and training events for, physicians, other healthcare professionals or providers, governmental representatives or healthcare entities or organizations, comply in all material respects with all Healthcare Laws.

(j) Neither Supernus nor, to the knowledge of Supernus, any of its officers, directors, managers, managing directors or employees is excluded from participation in any federal healthcare program as that term is defined by 42 U.S.C. § 1320a-7b(f), is debarred under 21 U.S.C. § 335a, or is restricted or prohibited from participation in any healthcare, procurement or non-procurement program or reimbursement system authorized, funded, administered or sponsored by any Governmental Body. Neither Supernus nor, to the knowledge of Supernus, any of its officers, directors, managers, managing directors, employees, or agents (i) has engaged in, been charged with or been investigated for any conduct that would reasonably be expected to result in exclusion from any federal healthcare program or debarment or any other sanction under similar foreign, state, or local applicable Law, or (ii) has otherwise engaged in any activities that would reasonably be expected to provide cause for civil, criminal or administrative penalties or sanctions or mandatory or permissive exclusion or debarment under any Healthcare Laws.

(k) Supernus has operated since January 1, 2023, a compliance program having all the elements of an effective compliance program identified in the Compliance Program Guidance for Pharmaceutical Manufacturers, 68 Fed. Reg. 23731 (May 5, 2003) issued by the Office of Inspector General for U.S. Department of Health and Human Services. There are no outstanding compliance complaints or reports, ongoing internal compliance investigations, or outstanding compliance corrective actions, in each case, that are material to the business of Supernus.

3.23 Government Contracts. With respect to each Government Contract to which Supernus is currently a party or has received final payment prior to the date hereof and to each Government Bid:

(a) Supernus and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truthful Cost or Pricing Data statute and the Federal Acquisition Regulations (“FAR”) to the extent applicable to the Government Contract;

(b) To the knowledge of Supernus, Supernus and each of its Subsidiaries has complied in all material respects with all material requirements of each applicable statute, rule, regulation, order or agreement with the U.S. Governmental Body pertaining to such Government Contract or Government Bid;

(c) All representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid in the System for Award Management were current, accurate and complete as of their effective date, and Supernus and each of its Subsidiaries has complied in all material respects with all such representations and certifications;

(d) Neither the U.S. Government nor any prime contractor has notified Supernus nor any of its Subsidiaries that Supernus or any of its Subsidiaries has materially breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement in a Government Contract;

(e) To the knowledge of Supernus, no reasonable basis exists to give rise to a material claim by a Governmental Body for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any Government Contract; and

(f) Neither Supernus and each of its Subsidiaries, nor any of its officers, employees, agents, nor any “Principal” (as defined in FAR 52.209-5) of Supernus has been debarred, or suspended from participation in the award of contracts with any Governmental Body, or been the subject of a debarment, suspension or exclusion from participation in programs funded by any Governmental Body, nor are any of them listed on the Excluded Party Listing, nor has any such debarment, suspension or exclusion proceeding or proposed Excluded Party Listing been initiated.

3.24 Brokerage. Other than as set forth in Section 3.24 of the Supernus Disclosure Letter and Cantor Fitzgerald & Co., no Person will be entitled to, any brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated hereby based on any arrangement or agreement made by or on behalf of Supernus or any of its Subsidiaries. Indivior has been given access to a true and correct copy of all Contracts entitling any person to any brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated hereby based on any arrangement or agreement made by or on behalf of Supernus, together with all amendments, waivers or other changes thereto.

3.25 Disclosure. None of the information supplied or to be supplied by or on behalf of Supernus for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement is filed with the SEC and becomes effective under the Securities Act or (b) the Joint Proxy Statement will, at the time the Joint Proxy Statement is mailed to the Supernus Stockholders, or at the time of the Supernus Stockholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein, necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary in order to correct any statement of a material fact in any earlier communication with respect to the solicitation of proxies for the Supernus Stockholders’ Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Supernus makes no representation or warranty with respect to any information supplied by or to be supplied by Indivior that is included or incorporated by reference in the Joint Proxy Statement. The representations and warranties contained in this Section 3.25 will not apply to statements or omissions included in the Registration Statement or Joint Proxy Statement upon information furnished to Supernus in writing by Indivior specifically for use therein.

3.26 Board Approval; Vote Required.

(a) The Supernus Board, by resolutions duly adopted by a unanimous vote of all of the members of the Supernus Board at a meeting duly called and held, has duly (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement, the Supernus Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Supernus and the Supernus Stockholders, (iii) resolved to recommend to the Supernus Stockholders the adoption of this Agreement, on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that this Agreement be submitted to the Supernus Stockholders for adoption, and, subject to Section 6.4, such resolutions have not been rescinded, modified or withdrawn in any way.

(b) The affirmative vote of the holders of a majority of all outstanding Supernus Shares entitled to vote thereon (the “Supernus Stockholder Approval”) is necessary to adopt this Agreement. Other than the Supernus Stockholder Approval, no other corporate proceeding is necessary to authorize the execution, delivery or performance of this Agreement and the transactions contemplated thereby.

3.27 Takeover Statute. The Supernus Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are inapplicable to the execution, delivery and performance of this Agreement, the Supernus Voting Agreement and any of the transactions and other agreements contemplated hereby and thereby. No Takeover Law applies or purports to apply to the Merger, this Agreement, the Supernus Voting Agreement or any of the transactions or other agreements contemplated hereby or thereby.

3.28 Opinion of Supernus’ Financial Advisor. The Supernus Board has received the written opinion of Cantor Fitzgerald & Co. to the effect that, as of the date thereof and based upon and subject to the various matters, assumptions, qualifications, and limitations set forth therein, the Exchange Ratio is fair, from a financial point of view, to the holders of Supernus Shares.

3.29 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III OF THIS AGREEMENT (AS MODIFIED BY THE Supernus DISCLOSURE LETTER), SUPERNUS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND SUPERNUS HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN CONNECTION WITH INDIVIOR’S INVESTIGATION OF SUPERNUS, INDIVIOR HAS RECEIVED FROM OR ON BEHALF OF SUPERNUS CERTAIN PROJECTIONS, INCLUDING PROJECTED STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF SUPERNUS AND CERTAIN BUSINESS PLAN INFORMATION OF SUPERNUS. SUPERNUS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF INDIVIOR AND MERGER SUB

Except as disclosed in (a) the Indivior SEC Documents furnished or filed prior to the date hereof (excluding any disclosures in any risk factors section or otherwise relating to forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature) or (b) the confidential disclosure letter delivered by Indivior to Supernus prior to the execution and delivery of this Agreement (the “Indivior Disclosure Letter”) to the extent it makes reference to the particular Section or subsection of this Agreement to which exception is being taken (or to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to another Section or subsection of this Agreement), Indivior represents and warrants to Supernus as follows:

4.1 Organization and Corporate Power.

(a) Indivior is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and each other agreement, document, instrument or certificate contemplated hereby to be executed, delivered and performed by Indivior and perform its obligations hereunder and thereunder. Each of the Subsidiaries of Indivior is a corporation or other entity duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization. Each of Indivior and its Subsidiaries has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b) Each of Indivior and its Subsidiaries has all authorizations, licenses and permits, necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to hold such authorizations, licenses and permits would not have an Indivior Material Adverse Effect. Each of Indivior and its Subsidiaries is duly qualified or authorized to do business and is in good standing in every jurisdiction (to the extent such concept exists in such jurisdiction) in which its ownership of property or the conduct of its business as now conducted requires it to qualify, except where the failure to be so qualified, authorized or in good standing would not have an Indivior Material Adverse Effect. True and complete copies of the certificate of incorporation and bylaws of Indivior, as in effect as of the date hereof, have been heretofore made available to Supernus.

4.2 Authorization; Valid and Binding Agreement. Subject to obtaining the Indivior Stockholder Approval and the adoption of this Agreement by the sole stockholder of Merger Sub, the execution, delivery and performance of this Agreement by Indivior and Merger Sub and each other agreement, document, instrument or certificate contemplated hereby to be executed, delivered and performed by Indivior and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Indivior and Merger Sub, and no other corporate approvals on Indivior’s or Merger Sub’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Supernus, this Agreement constitutes a valid and binding obligation of Indivior and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights or general principles of equity affecting the availability of specific performance and other equitable remedies.

4.3 Capital Stock.

(a) The authorized capital stock of Indivior consists of (i) 700,000,000 Indivior Shares, of which, as of the Measurement Date, 118,013,649 Indivior Shares were issued and outstanding and (ii) 70,000,000 Indivior Preferred Stock, of which, as of the Measurement Date, none were issued and outstanding. Between the Measurement Date and the date of this Agreement, there have been no issuances or grants of Indivior Shares, Indivior PSUs, Indivior RSUs, Indivior ESPP Purchase Rights or Indivior UK Option Plan Purchase Rights.

(b) Section 4.3(b) of the Indivior Disclosure Letter sets forth a true and complete list as of the Measurement Date of the outstanding Indivior Shares, Indivior PSUs, Indivior RSUs, Indivior ESPP Purchase Rights (assuming that all participants in the Indivior ESPP as of the date hereof were to continue to participate through the next regularly scheduled exercise date under the Indivior ESPP) and Indivior UK Option Plan Purchase Rights (assuming that all participants in the Indivior UK Option Plans as of the date hereof were to continue to participate through the next regularly scheduled exercise date under the applicable Indivior UK Option Plan), including, with respect to each Indivior PSU, Indivior RSU, Indivior ESPP Purchase Right and Indivior UK Option Plan Purchase Right, the number of Indivior Shares issuable thereunder or with respect thereto, the holder thereof and the exercise price (if any), and Indivior has granted no other such awards since the Measurement Date and prior to the date of this Agreement.

(c) All of the outstanding Indivior Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive or similar rights. All of the issued and outstanding Indivior Shares were issued in compliance in all material respects with all applicable Laws concerning the issuance of securities. Except as set forth in Section 4.3(b) of the Indivior Disclosure Letter, Indivior does not have any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by Indivior. Except as set forth in Section 4.3(b) of the Indivior Disclosure Letter, there are no outstanding (i) shares of capital stock or other equity interests or voting securities of Indivior, (ii) securities convertible or exchangeable, directly or indirectly, into capital stock of Indivior, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require Indivior to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of Indivior, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to Indivior or (v) bonds, debentures, notes or other Indebtedness of Indivior having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of Indivior may vote.

(d) All of the outstanding Indivior PSUs, Indivior RSUs, Indivior ESPP Purchase Rights and Indivior UK Option Plan Purchase Rights have been duly authorized by all necessary corporate action and were granted in accordance with the terms of all applicable Plans and applicable Laws.

(e) There are no stockholder agreements or voting trusts or other agreements or understandings to which Indivior is a party with respect to the voting, or restricting the transfer, of the capital stock or any other equity interest of Indivior. Indivior has not granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of capital stock that are in effect. No shares of capital stock of Indivior are held by any Subsidiary of Indivior.

(f) As of the date of this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Indivior or any of its Subsidiaries is subject, a party to or otherwise bound.

(g) The Indivior Shares to be issued pursuant to this Agreement have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable, free of preemptive or similar rights, and issued in compliance with applicable securities Laws, and will be approved for listing on Nasdaq, subject to official notice of issuance.

4.4 Subsidiaries. Section 4.4 of the Indivior Disclosure Letter lists all of the Subsidiaries of Indivior, and for each Subsidiary the jurisdiction of formation. Each of the Subsidiaries of Indivior is a corporation or other entity duly organized, validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, except where failure to be so duly incorporated or organized, validly existing and/or in good standing would not have a Material Adverse Effect. All of the outstanding shares of capital stock or equivalent equity interests of each of Indivior’s Subsidiaries have been validly issued, are fully paid and nonassessable, and are owned of record and

beneficially, directly or indirectly, by Indivior free and clear of all Liens (other than Permitted Liens). None of Indivior’s Subsidiaries has any other equity securities authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing. There are no outstanding or authorized options or other rights to acquire from any of Indivior’s Subsidiaries, or any obligations of any of Indivior’s Subsidiaries to issue, any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities of any of Indivior’s Subsidiaries (collectively, “Indivior Subsidiary Securities”). There are no outstanding obligations of Indivior or its Subsidiaries to repurchase, redeem, or otherwise acquire any of the Indivior Subsidiary Securities, and there are no other options, calls, warrants, or other rights, relating to Indivior Subsidiary Securities to which Indivior or its Subsidiaries is a party. Except for the capital stock or other equity or voting interests of its Subsidiaries and as set forth on Section 4.4 of the Indivior Disclosure Letter, Indivior does not own, directly or indirectly, any material amount of capital stock or other equity or voting interests in any Person.

4.5 No Breach. Except with respect to clauses (b) and (c) for any conflicts, violations, breaches, defaults or other occurrences which would not constitute an Indivior Material Adverse Effect, the execution, delivery and performance of this Agreement by Indivior and, subject to obtaining the Indivior Stockholder Approval, the consummation of the transactions contemplated hereby do not (a) conflict with or violate Indivior’s or any of its Subsidiaries’ Organizational Documents, (b) assuming all consents, approvals, authorizations and other actions described in Section 4.6 have been obtained and all filings and obligations described in Section 4.6 have been made, conflict with or violate any Law, statute, rule or regulation or Order, judgment or decree to which Indivior or its Subsidiaries or any of their properties or assets is subject, or (c) conflict with or result in any breach of, constitute a material default under, result in a material violation of, give rise to a right of termination, cancellation or acceleration under, give rise to any penalties, repayment obligations, special assessments or additional payments under, result in the creation of any Lien upon any assets of Indivior or any of its Subsidiaries, or require any authorization, consent, waiver, approval, filing, exemption or other action by or notice to any court, other Governmental Body or other third party, under the provisions of any Indivior Material Contract.

4.6 Consents, etc. Except as may be required by (a) the HSR Act, (b) the Exchange Act, (c) the Securities Act, (d) U.S. state securities Laws, (e) Nasdaq and (f) the DGCL, in each case, which requirements have or will be made in connection with the transactions contemplated hereby, (i) none of Indivior or any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby and (ii) no consent, approval or authorization of any Governmental Body is required to be obtained by Indivior or any of its Subsidiaries in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for those consents, approvals and authorizations the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have an Indivior Material Adverse Effect.

4.7 SEC Reports; Disclosure Controls and Procedures.

(a) Indivior has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated by reference therein) with the SEC required to be filed or furnished by Indivior since January 1, 2023 (the “Indivior SEC Documents”). As of their respective filing dates or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment: (i) each of the Indivior SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the requirements of SOX, each as in effect on the date so filed or furnished, and (ii) none of the Indivior SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Indivior SEC Documents, and, to the knowledge of Indivior, none of the Indivior SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Indivior is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

(b) The consolidated financial statements (including all related notes and schedules) of Indivior and its consolidated Subsidiaries contained in the Indivior SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) fairly presented in all material respects the consolidated financial position of Indivior and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Indivior and its consolidated Subsidiaries for the periods covered thereby.

(c) Indivior maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Indivior’s properties or assets. Since January 1, 2023, none of Indivior, Indivior’s independent accountants, the Indivior Board or its audit committee has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Indivior, (B) “material weakness” in the internal controls over financial reporting of Indivior, or (C) fraud, whether or not material, that involves management or other employees of Indivior or its Subsidiaries who have a significant role in the internal controls over financial reporting of Indivior. Since January 1, 2023, any material change in internal control over financial reporting required to be disclosed in any Indivior SEC Document has been so disclosed.

(d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Indivior are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Indivior in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Indivior, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Indivior to make the certifications required under the Exchange Act with respect to such reports.

(e) Since the Indivior Balance Sheet Date, (i) neither Indivior nor any of its Subsidiaries nor, to the knowledge of Indivior, any director, officer, employee, auditor, accountant or representative of Indivior or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Indivior or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Indivior or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) to the knowledge of Indivior, no attorney representing Indivior or any of its Subsidiaries, whether or not employed by Indivior or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, by Indivior or any of its Subsidiaries or any of their officers, directors, employees or agents to any director or executive officer of Indivior.

(f) Indivior is in material compliance with the applicable listing and corporate governance rules and regulations of Nasdaq.

4.8 No Undisclosed Liabilities. Except (a) as and to the extent disclosed or reserved against on the unaudited consolidated balance sheet of Indivior as of March 31, 2026, included in the Indivior SEC Documents; (b) as incurred after the date thereof in the ordinary course of business consistent with past practice or (c) as set forth in Section 4.8 of the Indivior Disclosure Letter, Indivior, together with its Subsidiaries, does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, in each case required by GAAP to be reflected or reserved against in the consolidated balance sheet of Indivior and its Subsidiaries prepared in accordance therewith (or disclosed in the notes to such balance sheet), that, individually or in the aggregate, have or would reasonably be expected to have an Indivior Material Adverse Effect.

4.9 Absence of Certain Developments.

(a) Since the Indivior Balance Sheet Date, there has not been any Indivior Material Adverse Effect.

(b) Except as expressly contemplated by this Agreement, since the Indivior Balance Sheet Date, each of Indivior and its Subsidiaries has carried on and operated its business in all material respects in the ordinary course of business consistent with past practice, and none of them has:

(i) amended or modified its Organizational Documents;

(iv) declared or paid any dividend or other distribution of the assets of Indivior;

(vii) except as required by applicable Law, adopted or materially amended any Indivior Plans;

(ix) entered into, amended, or modified any collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body;

(x) commenced or settled any Action in which the amount in dispute is in excess of $1,000,000;

(xi) made any material change in accounting principles, methods, procedures or policies, except as required by GAAP;

(xii) made, changed or revoked any material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return;

(xiv) except in the ordinary course of business consistent with past practice, incurred or discharged any Indebtedness;

(xv) made capital expenditures individually in excess of $750,000;

(xvi) suffered any material damage, destruction or loss, whether or not covered by insurance;

(xvii) sold, assigned, transferred, abandoned or allowed to lapse or expire any material Intellectual Property rights or other intangible assets owned, used or licensed by Indivior or any of its Subsidiaries in connection with any product of Indivior or any of its Subsidiaries or the operation of any of their businesses;

(xviii) been subject to any written claim or written threat of infringement, misappropriation or other violation by or against Indivior or any of its Subsidiaries of Intellectual Property rights of Indivior or any of its Subsidiaries or a third party;

(xix) materially reduced the amount of any insurance coverage provided by existing insurance policies; or

(xx) committed to do or take any of the actions described in the foregoing clauses (i) through (xix).

4.10 Title to Properties.

(a) Indivior and its Subsidiaries have sufficient title to, or hold pursuant to valid and enforceable leases or other comparable contract rights, all of the personal property and other tangible assets necessary for the conduct of the business of Indivior and its Subsidiaries, taken as a whole, as currently conducted, in each case free and clear of any Liens (other than Permitted Liens), except where the failure to do so would not constitute an Indivior Material Adverse Effect. To Indivior’s knowledge, all such items of tangible personal property are in normal operating condition and repair (ordinary wear and tear excepted) and have been maintained in accordance with normal industry practices.

(b) The Indivior Owned Real Property and leased real property described in Section 4.10(b) of the Indivior Disclosure Letter (the “Indivior Real Property”) constitutes all of the real property owned, used, occupied or leased by Indivior or its Subsidiaries. The Indivior Real Property leases are in full force and effect, and Indivior holds a valid and existing leasehold interest in the Indivior Real Property under each such applicable lease. Neither Indivior nor, to Indivior’s knowledge, any other party to the applicable Indivior Real Property leases is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by Indivior in any material respect under the Indivior Real Property leases, and, to Indivior’s knowledge, no event has occurred which, if not remedied, would result in a default by any party other than Indivior in any material respect under the Indivior Real Property leases. Indivior or an Indivior Subsidiary has good and marketable fee simple title (or the equivalent in any applicable foreign jurisdiction) to each real property owned by Indivior or an Indivior Subsidiary (such real property, collectively, the “Indivior Owned Real Property”), free and clear of all Liens (other than Permitted Liens), except as has not been and would not reasonably be expected to have, individually or in the aggregate, an Indivior Material Adverse Effect. Since January 1, 2023, neither Indivior nor any Indivior Subsidiary has received written notice of any pending condemnation proceeding with respect to any Indivior Owned Real Property, and, to the knowledge of Indivior, no such proceeding is threatened.

4.11 Tax Matters.

(a) (i) Indivior and its Subsidiaries have timely filed (taking into account any applicable extensions) all material Tax Returns required to be filed by them, (ii) such Tax Returns are complete and correct in all material respects, (iii) Indivior and its Subsidiaries have paid all material Taxes as due and payable (whether or not shown on any Tax Return) and, (iv) as of the Indivior Balance Sheet Date, any Liability of Indivior or any of its Subsidiaries for accrued Taxes not yet due and payable, or which are being contested in good faith through appropriate proceedings, has been provided for in the financial statements of Indivior in accordance with applicable accounting practices and procedures. Since the Indivior Balance Sheet Date, neither Indivior nor any of its Subsidiaries has incurred any material Liability for Taxes outside the ordinary course of business.

(b) No claim has been made in writing by any Governmental Body in a jurisdiction where Indivior or any of its Subsidiaries do not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction. There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Indivior or any of its Subsidiaries. Indivior and its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. Neither Indivior nor any of its Subsidiaries has been a party to any “reportable transaction” as defined in Section 6707A(c)(1) of the Code and Treasury Regulation Section 1.6011-4(b).

(c) No material non-U.S., federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Indivior or any of its Subsidiaries.

(d) There is no outstanding request for any extension of time for Indivior or any of its Subsidiaries to pay any material Tax or file any material Tax Return, other than any such request made in the ordinary course of business, and there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Tax of Indivior or any of its Subsidiaries that is currently in force.

(e) Neither Indivior nor any of its Subsidiaries is a party to or bound by any Tax allocation, sharing or similar agreement (other than any commercial agreement entered into in the ordinary course of business that does not relate primarily to Taxes). Neither Indivior nor any of its Subsidiaries (i) has been a member of an affiliated group filing a combined, consolidated or unitary Tax Return (other than a group the common parent of which was Indivior) or (ii) has Liability for the Taxes of any Person (other than Indivior or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract, or otherwise (other than any commercial agreements entered into in the ordinary course of business that do not relate primarily to Taxes).

(f) Neither Indivior nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code (or any similar provision of state, local or non-U.S. Law).

(g) Neither Indivior nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction or loss from, taxable income, or make any material adjustment under Section 481(a) of the Code, for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in or improper use of any method of accounting for any taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or other Law) executed prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued outside the ordinary course of business on or prior to the Closing Date; (v) election under Section 108(i) of the Code; or (vi) the application of Section 965 of the Code.

(h) Neither Indivior nor any of its Subsidiaries has taken advantage of any relief or Tax deferral provisions or any carryback of net operating losses or similar Tax items related to COVID-19 for Tax purposes whether federal, state, local or foreign, including the CARES Act.

(i) Neither Indivior nor any of its Subsidiaries has knowledge of any facts, or has taken or plans to take any action that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code.

(j) Neither Indivior nor any of its Subsidiaries has taken or omitted to take any action that could reasonably be expected to cause Indivior UK Limited to not be a “qualifying company” within the meaning of section 357B of the UK Corporation Tax Act 2010.

4.12 Contracts and Commitments.

(a) Except as set forth in Section 4.12(a) of the Indivior Disclosure Letter, as of the date hereof, none of Indivior or any of its Subsidiaries is a party to or bound by any:

(i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Indivior or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Indivior’s Annual Report on Form 10-K for the year ended December 31, 2021, or any Indivior SEC Documents filed after the date of filing of such Form 10-K until the date hereof;

(ii) Contract (A) relating to the disposition or acquisition by Indivior or any of its Subsidiaries of a material amount of assets (1) after the date of this Agreement, other than in the ordinary course of business consistent with past practice, or (2) prior to the date hereof, which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect that are reasonably likely, under any of them, to result in liabilities to Indivior and its Subsidiaries in excess of $1,000,000 or (B) pursuant to which Indivior or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Indivior’s Subsidiaries;

(v) Contract establishing any joint ventures, partnerships or similar arrangements;

(vi) Contract (A) prohibiting or materially limiting the right of Indivior or any of its Subsidiaries to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating Indivior or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Indivior or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Indivior or any of its Subsidiaries has granted a Person an exclusive geographical area and under which Indivior paid commissions less than $1,000,000 to such Person in 2025 or from whom Indivior received less than $1,000,000 from the sale of product to said Person in 2025;

(vii) each Government Contract, apart from Contracts with Centers for Medicare and Medicaid Services;

(viii) each Indivior IP Contract;

(x) Contract providing for any guaranty by Indivior or any of its Subsidiaries of third-party obligations (under which Indivior or any of its Subsidiaries has continuing obligations as of the date hereof) of $500,000 or more, other than any guaranty by Indivior or any of its Subsidiaries’ of obligations of Indivior or any of its Subsidiaries;

(xi) Contract between Indivior, on the one hand, and any Affiliate of Indivior (other than a Subsidiary of Indivior), on the other hand;

(xii) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Indivior or its Subsidiaries;

(xiii) Contract under which Indivior and Indivior’s Subsidiaries are expected to make annual expenditures (excluding sales commissions), or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; or

(xiv) Contract to enter into any Contract of the type described in the foregoing clauses (i) through (xiii).

(b) Supernus has been given access to a true and correct copy of all written Indivior Material Contracts, together with all material amendments, waivers or other changes thereto, and a correct and complete written summary setting forth the terms and conditions of each oral Indivior Material Contract.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have an Indivior Material Adverse Effect, (i) Indivior is not in default under any Contract listed, or required to be listed, in Section 4.12(a) of the Indivior Disclosure Letter (each, a “Indivior Material Contract” and, collectively, the “Indivior Material Contracts”) and (ii) to Indivior’s knowledge, as of the date hereof, the parties other than Indivior or any of its Subsidiaries to each of the Indivior Material Contracts is not in default thereunder. Each Indivior Material Contract is legal and in full force and effect and is valid, binding and enforceable against Indivior and its Subsidiaries (to the extent party thereto) and, to Indivior’s knowledge, each other party thereto. As of the date hereof, no party to any Indivior Material Contract has given any written notice, or to the knowledge of Indivior, any notice (whether or not written) of termination or cancellation of any Indivior Material Contract or that it intends to seek to terminate or cancel any Indivior Material Contract (whether as a result of the transactions contemplated hereby or otherwise).

4.13 Intellectual Property.

(a) All of the patents, domain names, registered trademarks and service marks, registered copyrights and applications for any of the foregoing, that are currently owned by or exclusively licensed to Indivior or any of its Subsidiaries (collectively, “Indivior Registered Intellectual Property”) are set forth in Section 4.13(a) of the Indivior Disclosure Letter, including for each item: (i) the record owner; (ii) the jurisdiction of issuance, registration, or application; (iii) the issuance, registration, or application number; and (iv) the date of issuance, registration, or filing. All assignments to Indivior or its Subsidiaries of patents constituting Indivior Owned Intellectual Property that are material to the business of Indivior and its Subsidiaries exist and have been properly executed and recorded. The Indivior Owned Intellectual Property and the Indivior Licensed Intellectual Property are each (A) subsisting and, to the knowledge of Indivior, valid and enforceable and (B) not subject to any outstanding order, judgment or decree. To the knowledge of Indivior, all registration, renewal, maintenance, and other payments that are or have become due with respect to each item of Indivior Registered Intellectual Property have been timely paid, and all documents, recordations, and certificates required to maintain Indivior Registered Intellectual Property in full force and effect have been timely filed with the relevant Governmental Body. Indivior has complied with all Laws regarding the duty of disclosure, candor and good faith in connection with each item included in Indivior Registered Intellectual Property to the extent required under applicable Law.

(b) To the knowledge of Indivior, the Indivior Owned Intellectual Property, together with any Indivior Licensed Intellectual Property constitutes all Intellectual Property used in and material to or otherwise necessary for Indivior’s or its Subsidiaries’ manufacture or sale of its Products or operation of the business of Indivior and its Subsidiaries. Indivior or one of its Subsidiaries (i) (A) solely and exclusively owns all rights, title and interests in and to all Indivior Owned Intellectual Property, free and clear of any Liens other than Permitted Liens, and (B) is the sole and exclusive licensee of all Indivior Licensed Intellectual Property, free and clear of all Liens other than Permitted Liens, (ii) possess legally sufficient, valid and enforceable rights to use all other Intellectual Property used in connection with or necessary to conduct Indivior’s and its Subsidiaries’ businesses; provided, however, that the foregoing shall not be interpreted as a representation of non-infringement of third-party Intellectual Property, which is dealt with exclusively in Section 4.13(e) below, and (iii) will continue to own, license or have the right to use all such Intellectual Property in clauses (i) and (ii) immediately following the Closing to the same extent as prior to the Closing.

(c) To the knowledge of Indivior, no Person is currently infringing, misappropriating, diluting or otherwise violating, or has previously since January 1, 2023 infringed, misappropriated, diluted or otherwise violated, any material Indivior Owned Intellectual Property or any material Indivior Licensed Intellectual Property. Neither Indivior nor any of its Subsidiaries has brought or made any pending claim, demand, or Action, or sent any written notice to any Person, alleging any infringement, misappropriation, or other violation of any Indivior Owned Intellectual Property or Indivior Licensed Intellectual Property.

(d) No Person has provided written notice of a claim or pending Action or, to the knowledge of Indivior, threatened a claim or Action, challenging the ownership, validity, enforceability or scope of any Indivior Registered Intellectual Property, and no item of Indivior Registered Intellectual Property is the subject of any outstanding Order, injunction, judgment, decree or ruling enacted, adopted, promulgated or applied by a Governmental Body or arbitrator of which Indivior has received written notice. No Indivior Registered Intellectual Property is subject to any pending challenge or, to the knowledge of Indivior, any threatened challenge to its validity, enforceability, scope, or title in any reissue, reexamination, inter partes review, post-grant review, covered business method review, cancellation, interference, or opposition proceeding before the United States Patent and Trademark Office or any comparable proceeding before any foreign Governmental Body.

(e) To Indivior’s knowledge, Indivior and its Subsidiaries, their Products and the business of Indivior and its Subsidiaries as currently conducted, does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property owned by another Person and has not infringed, misappropriated, diluted or otherwise violated any Intellectual Property owned by another Person since January 1, 2023. Indivior and its Subsidiaries have not, since January 1, 2023, received any charge, complaint, claim, demand, notice or other communication alleging any infringement, misappropriation, dilution or other violation (including any claim that Indivior or a Subsidiary must license or refrain from using any Intellectual Property of another Person in order to avoid infringement, misappropriation, dilution or other violation) of the Intellectual Property of another Person, and, to the knowledge of Indivior, no such charge, complaint, claim, demand, notice or other communication has been threatened against Indivior or any of its Subsidiaries. There is no pending Action (or to the knowledge of Indivior, threatened Action), claim, or suit alleging any such infringement, misappropriation, dilution or violation.

(f) Indivior and its Subsidiaries have taken commercially reasonable efforts to protect and preserve their rights in all Intellectual Property owned by Indivior or any of its Subsidiaries. Indivior and its Subsidiaries have taken commercially reasonable steps to maintain and protect the secrecy and confidentiality of all material trade secrets included in the Intellectual Property owned by Indivior or any of its Subsidiaries, including by maintaining appropriate physical, technical, and organizational security measures. To the knowledge of Indivior, no material trade secret owned by Indivior or any of its Subsidiaries has been disclosed or authorized to be disclosed to any third party other than pursuant to a written confidentiality agreement requiring such third party to maintain the confidentiality thereof. All employees, contractors and consultants who have created Intellectual Property used in the conduct of the business of Indivior or a Subsidiary as currently conducted have either (i) assigned to one or more of Indivior or its Subsidiaries all of their rights therein, to the full extent permitted by Law and to the extent such rights would not automatically vest with Indivior or one of its Subsidiaries by operation of Law, or (ii) with respect to consultants and contractors, assigned to one or more of Indivior or its Subsidiaries all of their rights in Indivior Registered Intellectual Property and granted Indivior or its Subsidiaries sufficient rights in all other such Intellectual Property to conduct the business of Indivior and its Subsidiaries as currently conducted. Each such employee, contractor, and consultant has executed a valid and enforceable written agreement pursuant to which such Person agrees to maintain the confidentiality of Indivior’s and its Subsidiaries’ trade secrets and other confidential or proprietary information.

(g) Section 4.13(g) of the Indivior Disclosure Letter sets forth, as of the date hereof, a true, correct, and complete list of all Indivior IP Contracts. Each Indivior IP Contract is legal, valid, and binding on Indivior or its applicable Subsidiary, and, to the knowledge of Indivior, each other party thereto, and is in full force and effect. Neither Indivior nor any of its Subsidiaries has received any written notice of termination or cancellation, or written notice of any breach or default, under any Indivior IP Contract, and neither Indivior nor any of its Subsidiaries has provided any written notice of termination or cancellation under any Indivior IP Contract. The consummation of the Merger and the other transactions contemplated by this Agreement will not (i) result in the early termination, cancellation, expiration, or acceleration of any Indivior IP Contract; (ii) require the payment of any additional fee or the provision of any additional consideration under any Indivior IP Contract; (iii) result in the loss, lapse, or impairment of, or any Lien on, any Intellectual Property owned by or licensed to Indivior or its Subsidiaries; (iv) result in any party thereto having the right to modify any rights or obligations thereunder; or (v) result in any obligation to grant, license, or otherwise make available to any Person any Intellectual Property, that would not otherwise exist absent such consummation.

4.14 Data Privacy.

(a) Indivior and its Subsidiaries (i) maintain commercially reasonable policies and procedures regarding the security, privacy, transfer and use of Personal Data that are designed to protect Personal Data from unauthorized access, use or disclosure, and (ii) except as would not, individually or in the aggregate, reasonably be expected to have an Indivior Material Adverse Effect, since January 1, 2023, have been in compliance with all of Indivior’s and its Subsidiaries’ published and written policies, as applicable, governing the security, privacy, transfer and use of Personal Data, contractual obligations applicable to the processing of Personal Data and applicable Laws governing data privacy and data security.

(b) To Indivior’s knowledge, since January 1, 2023, (i) none of Indivior or any of its Subsidiaries has experienced any unauthorized access, acquisition, theft, destruction or compromise of any Personal Data, which, individually or in the aggregate, has had an Indivior Material Adverse Effect and (ii) there has not been any unauthorized intrusions or breaches of security into any Indivior information technology system used in the operation of the businesses of Indivior and its Subsidiaries, which, individually or in the aggregate, has had an Indivior Material Adverse Effect. To Indivior’s knowledge, since January 1, 2023, no third-party processing Personal Data on behalf Indivior has experienced a security breach affecting Personal Data of Indivior or its Subsidiaries, which, individually or in the aggregate, has had an Indivior Material Adverse Effect. Neither Indivior, its Subsidiaries, nor any third party acting at Indivior’s direction or authorization has paid any perpetrator of any actual or threatened security incident or cyber-attack, including a ransomware attack or a denial-of-service attack.

(c) To Indivior’s knowledge, since January 1, 2023, none of Indivior or any of its Subsidiaries has been under investigation by any state, federal, or foreign jurisdiction regarding its protection, storage, use, disclosure, and transfer of Personal Data.

(d) To Indivior’s knowledge, since January 1, 2023, none of Indivior or any of its Subsidiaries has received any material written claim, complaint, inquiry or notice from any governmental, regulatory or self-regulatory authority or entity, or any data subject, related to the Indivior’s or its Subsidiaries’ collection, processing, use, storage, security, and/or disclosure of Personal Data, alleging that any of these activities are in violation of any applicable Laws governing data privacy and data security.

4.15 Litigation. There are no Actions pending, or to Indivior’s knowledge, threatened, against Indivior or any of its Subsidiaries, at law or in equity, or before or by any Governmental Body, and Indivior and its Subsidiaries are not subject to or in violation of any outstanding judgment, Order or decree of any court or Governmental Body, in each case, that would, individually or in the aggregate, have an Indivior Material Adverse Effect. This Section 4.15 shall not apply to Taxes, with respect to which exclusively the representations and warranties in Section 4.11 shall apply.

4.16 Insurance. Section 4.16 of the Indivior Disclosure Letter lists each material insurance policy maintained by Indivior or any of its Subsidiaries or, to Indivior’s knowledge, under which Indivior is a named insured or otherwise the principal beneficiary of coverage, including the policy number and the period, type and amount of coverage. All such insurance policies are in full force and effect and shall continue in effect until the Closing Date, except, upon expiration of any such insurance policies prior thereto, as such insurance policies may be renewed or replaced with materially similar insurance policies in the ordinary course of business. Such insurance policies are sufficient, in all material respects in the aggregate, with the operation of Indivior’s or its Subsidiaries’ business for the industry in which it operates. Indivior is not in default with respect to its obligations under any such insurance policies and, to Indivior’s knowledge, there is no threatened termination of, or threatened premium increase with respect to, any of such policies, other than in connection with Indivior’s annual renewal process.

4.17 Employee Benefit Plans.

(a) Section 4.17 of the Indivior Disclosure Letter lists all current material Indivior Plans (other than (i) immaterial Non-U.S. Plans that are otherwise Indivior Plans or (ii) any at-will employment agreement or any services agreement terminable upon 30 days’ notice or less, in either case that does not provide for severance, notice of termination (or pay in lieu), change of control, retention or bonus pay or similar benefits (other than continuation coverage or other entitlements required by Law)).

(b) Each Indivior Plan that is intended to meet the requirements to be qualified under Section 401(a) of the Code has received a favorable determination letter or is covered by a favorable opinion letter from the Internal Revenue Service that remains current to the effect that the form of such Indivior Plan is so qualified, and Indivior is not aware of any facts or circumstances that would reasonably be expected to jeopardize the qualification of such Indivior Plan. The Indivior Plans comply in form and in operation in all material respects with the requirements of the Code, ERISA and other applicable Law; and Indivior has not become subject to any material Liability by reason of (i) a failure to provide any notice, (ii) a failure to make any contribution to an Indivior Plan intended to be qualified under Section 401(a) of the Code within the time prescribed for the contribution under ERISA, or (iii) a breach of fiduciary duty or prohibited transaction under ERISA or any other applicable Law, in each case with respect to an Indivior Plan.

(c) With respect to each current material Indivior Plan, Indivior has made available true and complete copies of the following (as applicable) prior to the date hereof: (i) the plan document, including all amendments thereto or, with respect to any unwritten plan, a summary of all material terms thereof; (ii) the summary plan description along with all summaries of material modifications thereto; (iii) all related trust instruments or other funding-related documents; (iv) a copy of the most recent financial statements for the plan; (v) a copy of all non-routine correspondence with any Governmental Body relating to an Indivior Plan received or sent within the last three years; (vi) the most recent determination or opinion letter; (vii) the most recently filed Form 5500; (viii) the most recent actuarial valuation report; and (ix) the last three years of compliance testing results.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, an Indivior Material Adverse Effect, with respect to the Indivior Plans, (i) all required contributions to, and premiums payable in respect of, such Indivior Plan have been made or, to the extent not required to be made on or before the date hereof, have been properly accrued on Indivior’s financial statements in accordance with GAAP, and (ii) there are no Actions, audits, suits or claims pending or, to Indivior’s knowledge, threatened, other than routine claims for benefits.

(e) Neither Indivior nor any of its ERISA Affiliates has at any time in the past six (6) years sponsored or contributed to, or has or has had any Liability or obligation in respect of (whether contingent or otherwise) (i) any employee benefit plan (including any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)) that is or was at any relevant time subject to Title IV of ERISA or Section 412 of the Code, (ii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iii) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither Indivior

nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA that has not been paid in full. None of the Indivior Plans obligates Indivior or its Subsidiaries to provide a current or former employee or other service provider (or any spouse or dependent thereof) any life insurance or medical or health benefits after his or her termination of employment with Indivior or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other Law and coverage through the end of the month of termination of employment.

(f) Except as otherwise contemplated by this Agreement, neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will, either individually or together with the occurrence of some other event (including a termination of employment or service), (i) result in any payment (including severance, bonus or other similar payment) becoming due to any Person, (ii) increase or otherwise enhance any benefits or compensation otherwise payable under any Indivior Plan, (iii) result in the acceleration of the time of payment or vesting of any benefits under any Indivior Plan, (iv) require Indivior or its Subsidiaries to set aside any assets to fund any benefits under an Indivior Plan or result in the forgiveness in whole or in part of any outstanding loans made by Indivior to any Person, (v) limit the ability to amend or terminate any Indivior Plan or related trust or (vi) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code or Section 409A of the Code (or, in either case, any corresponding provision of state, local or foreign Tax law). Indivior has no obligation to pay any gross-up in respect of any Tax under Section 4999 of the Code or Section 409A of the Code (or, in either case, any corresponding provision of state, local or foreign Tax law).

(g) With respect to each Indivior Plan that is a Non-U.S. Plan, and except as would not reasonably be expected to have, individually or in the aggregate, an Indivior Material Adverse Effect, the fair market value of the assets of each funded Non-U.S. Plan, the liability of each insurer for any non-U.S. Plan funded through insurance or the book reserve established for any Non-U.S. Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) with respect to all current or former participants under such Non-U.S. Plan according to the actuarial assumptions and valuation most recently used to determine employer contributions to such Non-U.S. Plan, and none of the contemplated transactions will cause such assets, insurance obligations or book reserves to be less than such benefit obligations. Each such Non-U.S. Plan required to be registered has been registered and has been maintained in all material respects in good standing with each applicable Governmental Body. No Indivior Plan that is a Non-U.S. Plan is a defined benefit pension plan.

(h) Each Indivior Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to be made under any Indivior Plan is, or to Indivior’s knowledge, will be, subject to the penalties of Section 409A(a)(1) of the Code.

4.18 Compliance with Law; Permits; Anti-Corruption Laws.

(a) Indivior and each of its Subsidiaries hold all Permits required to operate their respective businesses as they are being conducted as of the date hereof, and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually or in the aggregate, not reasonably be expected to have an Indivior Material Adverse Effect, and no proceeding is pending or, to the knowledge of Indivior, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Indivior nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Indivior or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.18 shall not apply to Taxes, employee benefit plans, environmental matters, labor and employment matters or regulatory matters, which are the subjects exclusively of the representations and warranties in Section 4.11, Section 4.17, Section 4.21, Section 4.22 and Section 4.23, respectively.

(b) Indivior and its Subsidiaries are, and for the past six (6) years have been, in compliance with Anti-Corruption Laws.

(c) During the past six (6) years, neither Indivior nor any of its Subsidiaries nor, to the knowledge of Indivior, any of their respective directors, officers, employees or agents (in each case, while acting on behalf of Indivior or its Subsidiaries), has directly or indirectly used, offered, authorized, promised, provided, paid, requested, or received, whether directly or indirectly through a third party, on behalf of Indivior or its Subsidiaries or in connection with their business, any bribes, kickbacks, gifts, or anything else of value, regardless of form or amount, to any Person for any improper purpose, including for obtaining or retaining business or securing an improper business advantage.

(d) For the past six (6) years, neither Indivior nor any of its Subsidiaries, to Indivior’s knowledge, has been or are currently under any internal or Governmental Body review, investigation, inspection, or examination relating to their compliance with Anti-Corruption Laws, or has received any written notice or other communication from any Governmental Body regarding a violation of, or failure to comply with, any Anti-Corruption Laws.

(e) For the past six (6) years, Indivior and its Subsidiaries have not, to Indivior’s knowledge, been and are not now under any administrative, civil, or criminal investigation, prosecution, or indictment, and neither Indivior nor any of its Subsidiaries is party to any legal actions involving alleged false statements, false claims or other improprieties relating to their compliance with Anti-Corruption Laws.

(f) For the past six (6) years, Indivior and its Subsidiaries have maintained an adequate system or systems of internal controls reasonably designed to promote compliance with Anti-Corruption Laws.

(g) For the past six (6) years, neither Indivior nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Body with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to any Anti-Corruption Laws.

4.19 Trade Laws. Neither Indivior nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents is a Sanctioned Person. Since April 24, 2019, (a) neither Indivior nor any of its Subsidiaries has directly or indirectly conducted any business or engaged in any transactions with a Sanctioned Person or in any Sanctioned Country in violation of Trade Laws and (b) each of Indivior and its Subsidiaries have been in material compliance with all Trade Laws and have obtained, satisfied the requirements of or are otherwise qualified to rely upon all necessary import and export licenses, consents, notices, waivers, approvals, orders, registrations, declarations or other authorizations, and made any filings with any Governmental Body, in each case required for the import, export, reexport or transfer of products, services, software or technologies. There are no pending or threatened claims against Indivior or any of its Subsidiaries nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise to any material future claims with respect to the Trade Laws.

4.20 FTC Order. Indivior and each of its Subsidiaries is, and since the date of entry of the FTC Order has been, in compliance with all material requirements of the FTC Order. Neither Indivior nor any of its Subsidiaries has received any written notice or other written communication from the FTC or any other Governmental Body alleging any violation of, non-compliance with, or failure to perform under the FTC Order, and, to the knowledge of Indivior, there is no pending or threatened investigation, audit, action, or proceeding by the FTC or any other Governmental Body to enforce, modify, or hold Indivior or any of its Subsidiaries in contempt of the FTC Order. Section 4.20 of the Indivior Disclosure Letter identifies each notification, report, or other submission made to the FTC under the FTC Order since the effectiveness of the FTC Order.

4.21 Environmental Compliance and Conditions. Except for matters that would not, individually or in the aggregate, reasonably be expected to have an Indivior Material Adverse Effect: (a) each of Indivior and its Subsidiaries is and has been in compliance with all Environmental Laws; (b) each of Indivior and its Subsidiaries holds, and is and has been in compliance with, all authorizations, licenses and Permits required under Environmental Laws to operate its business at the Indivior Real Property as presently conducted; (c) none of Indivior or any of its Subsidiaries has received any notice from any Governmental Body or third party regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees under Environmental Laws; (d) no Hazardous Substance has ever been released, generated, treated, contained, handled, used, manufactured, processed, buried, disposed of, deposited or stored by Indivior or on, under or about any of the real property occupied or used by Indivior. Indivior has not disposed of or released or allowed or permitted the release of any Hazardous Substance at any real property, including the Indivior Real Property, so as to give rise to Liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under CERCLA or any other Environmental Laws; and (e) to Indivior’s knowledge, there are no and have never been any Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or used by Indivior for which Indivior has, or may have, Liability.

4.22 Employment and Labor Matters. Indivior has made available a true and complete listing of all current Indivior employees and contractors as of the date of this Agreement, including for each: (a) their work location; (b) date of hire or engagement date; (c) annual base salary (or hourly wage rate, or other method of compensation as applicable); (d) job title or description of services; (e) employment or engagement status (e.g., as applicable, active or inactive, full-time or part-time employee, or contractor, and non-exempt or exempt classification under the Fair Labor Standards Act or similar applicable Laws); (f) employing entity; (g) commission and bonus potential (if applicable); and (h) any visa or work permit status and the date of expiration, if applicable. Indivior is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Indivior in existence or in negotiation. No employees of Indivior are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions). Since January 1, 2023, Indivior has not experienced any labor strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute. Indivior will not incur any notice, consultation or consent obligations with respect to any labor union, works council or other employee representative body in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby. There are no, and since January 1, 2023 there have been no, material Actions or any material disputes pending or, to Indivior’s knowledge, threatened between Indivior and any of its employees or independent contractors. There are no, and since January 1, 2023 there have been no material Actions or any material disputes pending or, to Indivior’s knowledge, threatened by or before any Governmental Body affecting Indivior concerning employment matters. There is no current campaign being conducted to solicit cards from or otherwise organize employees of Indivior or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Indivior, and, since January 1, 2023, Indivior has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Indivior is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, civil and/or human rights, harassment, discrimination and/or retaliation in employment, reasonable accommodation, unfair competition, affirmative action, pay equity, employment equity, workers’ compensation, safety and health, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), WARN and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. No Misconduct Allegation has been made at any time since January 1, 2023 against any Person who is or was an officer, director, manager or supervisory-level employee of Indivior in such person’s capacity as such or, to the knowledge of Indivior, in any other capacity, nor are any Misconduct Allegations pending or, to the knowledge of Indivior, threatened. Since January 1, 2023, Indivior has not entered into any settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any Contract or provision similar to any of the foregoing relating directly or indirectly to any Misconduct Allegation against Indivior or any person who is or was an officer, director, manager, employee or independent contractor of Indivior. There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to Indivior within the twelve (12) months prior to the date hereof. As of the date hereof, to Indivior’s knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to Indivior or any of its Subsidiaries that such executive, key employee or group of employees intends to terminate employment with Indivior or any of its Subsidiaries within the twelve (12) months following the Closing Date.

4.23 FDA and Regulatory Matters.

(a) Except as has not and would not reasonably be expected to have, individually or in the aggregate, an Indivior Material Adverse Effect, Indivior is, and since January 1, 2023, has been, in compliance with all Healthcare Laws applicable to Indivior and its Products, including requirements relating to the development, clinical and nonclinical research and/or testing, manufacturing, processing, packaging, labeling, import, export, advertising and promotion, record-keeping, adverse event reporting, distribution, storage, marketing, commercialization and sale of Indivior’s Products, as applicable, and no officer, director, manager or managing director of Indivior, or to the knowledge of Indivior, any other Person, has engaged in any act on behalf of Indivior that violates any Healthcare Law. To Indivior’s knowledge, all contract manufacturers assisting in the manufacture of the Products are, and, since January 1, 2023, have been, in compliance with the FDA’s establishment registration and product listing requirements to the extent required by applicable Healthcare Laws insofar as they pertain to the manufacture of Products for Indivior, except as has not and would not reasonably be expected to have, individually or in the aggregate, an Indivior Material Adverse Effect. Indivior has not received any written notification of any pending or threatened claim, subpoena, civil investigative demand, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other Action from any Governmental Body, including the Centers for Medicare & Medicaid Services and the U.S. Department of Health and Human Services Office of Inspector General, the U.S. Department of Justice, any U.S. Attorney’s Office or state Attorney General, or any comparable state or federal Governmental Body, or any other Person, alleging potential or actual non-compliance by, or Liability of, Indivior under any Healthcare Law.

(b) Indivior holds such Permits of Governmental Bodies required for the conduct of its business as currently conducted, including those Permits necessary to permit the development, preclinical and clinical testing, manufacture, processing, packaging, labeling, sale, importation, exportation, storage, shipment, distribution and promotion of its Products in jurisdictions where it currently conducts such activities with respect to each Product (collectively, the “Indivior Licenses”), except to the extent where the failure to hold such Permits would not, individually or in the aggregate, be reasonably expected to have an Indivior Material Adverse Effect. Indivior has fulfilled and performed all of its obligations with respect to each Indivior License and is in material compliance with all terms and conditions of each Indivior License, and, to Indivior’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation, suspension or termination thereof or would result in any other impairment of the rights of the holder of any Indivior License, except to the extent where the failure to be in material compliance would not, individually or in the aggregate, be reasonably expected to have an Indivior Material Adverse Effect. Indivior has not received any written information or notification from the FDA or any other Governmental Body with jurisdiction over the development, preclinical and clinical research and/or testing, labeling, advertising, promotion, marketing, sale, use, handling and control, safety, efficacy, reliability, distribution, manufacturing, processing, packaging, importation, exportation, storage, shipment, or distribution of drug products which would reasonably be expected to lead to the denial of any application for marketing approval granted by or currently pending before the FDA or any other Governmental Body.

(c) All material filings, reports, documents, claims, submissions and notices submitted or required to be filed, maintained or furnished to the FDA, CMS, state or other Governmental Bodies have been timely submitted, filed, maintained or furnished and were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), including all claims, statements, adverse event reports, field alert reports, and recalls communications with regard to the Products and any transparency reports. All applications, notifications, submissions, information, claims, reports, filings and other data and conclusions derived therefrom utilized as the basis for, or submitted in connection with, any and all requests for an Indivior License from the FDA or other Governmental Body relating to Indivior or its businesses or the Products, when submitted to the FDA or any other Governmental Body, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date of submission. Any necessary or required updates, changes, corrections or modifications to such applications, notifications, submissions, information, claims, reports, filings and other data have been submitted to the FDA or other Governmental Body and as so updated, changed, corrected or modified remain true, accurate and complete in all material respects and do not materially misstate any of the statements or information included therein or omit to state a material fact necessary to make the statements therein not misleading.

(d) Indivior has not received any written notice or other communication from the FDA or any other Governmental Body contesting the approval of, or the labeling and promotion of, any Indivior Products. No manufacturing site which assists in the manufacture of any Indivior Products or their components (whether Indivior-owned or operated or that of a contract manufacturer for any Indivior Products or their components) has been subject to a Governmental Body (including the FDA) shutdown or import or export detention, refusal or prohibition to the extent relating to any Indivior Products or their components. Neither Indivior nor, to Indivior’s knowledge, any manufacturing site which assists in the manufacture of any Indivior Products or their components (whether Indivior-owned or operated or that of a contract manufacturer for any Indivior Products or their components) has received, since January 1, 2023, any FDA Form 483 or other Governmental Body notice of inspectional observations or adverse findings, “warning letters,” “untitled letters” or similar correspondence or notice from the FDA or any other Governmental Body alleging, observing or asserting noncompliance with Good Manufacturing Practices or any other applicable Healthcare Laws or Indivior Licenses or alleging a lack of safety or effectiveness from the FDA or any other Governmental Body, in each case to the extent relating to any Indivior Products or their components, and, to Indivior’s knowledge, there is no such Action or proceeding pending or threatened.

(e) The FDA has not recommended or requested that Indivior recall any of its Products. There are no recalls of any of Indivior’s Products contemplated by Indivior or pending. Since January 1, 2023, there have been no recalls, field notifications, field alerts, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, IND safety reports or other notices of action relating to an alleged lack of safety, efficacy or regulatory compliance of any Product, or seizures ordered or adverse regulatory actions taken (or, to Indivior’s knowledge, threatened) by the FDA or any Governmental Body with respect to any of the Products or any facilities where Products are developed, designed, tested, manufactured, assembled, processed, packaged or stored.

(f) Since January 1, 2023, all preclinical and nonclinical studies and clinical investigations or clinical trials that have been or are being conducted by or on behalf of Indivior, including any for submission to a FDA or any other Governmental Body, have been and are being conducted in compliance in all material respects with applicable study protocols and Healthcare Laws, rules and regulations, including the applicable requirements of Good Laboratory Practices or Good Clinical Practices. Since January 1, 2023, no preclinical, nonclinical, or clinical studies conducted by or on behalf of Indivior have been placed on clinical hold or terminated or suspended prior to completion. Since January 1, 2023, Indivior has not received any notice, correspondence or other communication from FDA or any other Governmental Body or clinical investigator requiring the termination, suspension or material modification of any ongoing clinical studies conducted by or on behalf of Indivior. Indivior has not been subject to any pending inquiry into disqualification, suspension or other restriction from participation in preclinical studies or clinical trials and, to the knowledge of Indivior, none of its contractors or agents who performed work in connection with the preclinical studies or clinical trials was subject to disqualification, suspension or other restriction that would have prevented their participation in preclinical studies or clinical trials for activities conducted with respect to any Indivior Product.

(g) Indivior is not the subject of any pending or, to the knowledge of Indivior, threatened investigation regarding Indivior or the Products by the FDA pursuant to the FDA Fraud Policy. Neither Indivior nor, to the knowledge of Indivior, any officer, employee or agent of Indivior has made an untrue statement of material fact to the FDA or any other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Body or committed an act, made a statement or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA or any other Governmental Body to invoke the FDA Fraud Policy or any similar policy.

(h) Since January 1, 2023, (i) all necessary procurement and manufacturing quotas issued by DEA for the purchase, formulation and manufacture of Indivior’s Products have been obtained, and to the knowledge of Indivior, no such procurement and manufacturing quota restrictions are reasonably likely to result in a material manufacturing interruption or material reduction or suspension in the manufacture or timely delivery of the Indivior Products and (ii) except in the ordinary course of business, no purchase orders have been canceled or adjusted due to supply chain shortages or material manufacturing interruptions or procurement and manufacturing quota restrictions.

(i) All of Indivior’s contracts, participation in joint ventures and other business relationships with potential customers, prescribers, physicians or other healthcare professionals, distributors, patients, or other sources of orders or referrals, including any consulting, speaker, development, sponsorship, grant and royalty agreements with, and training events for, physicians, other healthcare professionals or providers, governmental representatives or healthcare entities or organizations, comply in all material respects with all Healthcare Laws.

(j) Neither Indivior nor, to the knowledge of Indivior, any of its officers, directors, managers, managing directors or employees is excluded from participation in any federal healthcare program as that term is defined by 42 U.S.C. § 1320a-7b(f), is debarred under 21 U.S.C. § 335a, or is restricted or prohibited from participation in any healthcare, procurement or non-procurement program or reimbursement system authorized, funded, administered or sponsored by

any Governmental Body. Neither Indivior nor, to the knowledge of Indivior, any of its officers, directors, managers, managing directors, employees, or agents (i) has engaged in, been charged with or been investigated for any conduct that would reasonably be expected to result in exclusion from any federal healthcare program or debarment or any other sanction under similar foreign, state, or local applicable Law, or (ii) has otherwise engaged in any activities that would reasonably be expected to provide cause for civil, criminal or administrative penalties or sanctions or mandatory or permissive exclusion or debarment under any Healthcare Laws.

(k) Indivior has operated since January 1, 2023, a compliance program having all the elements of an effective compliance program identified in the Compliance Program Guidance for Pharmaceutical Manufacturers, 68 Fed. Reg. 23731 (May 5, 2003) issued by the Office of Inspector General for U.S. Department of Health and Human Services. There are no outstanding compliance complaints or reports, ongoing internal compliance investigations, or outstanding compliance corrective actions, in each case, that are material to the business of Indivior.

4.24 Government Contracts. With respect to each Government Contract to which Indivior is currently a party or has received final payment prior to the date hereof and to each Government Bid:

(a) To the knowledge of Indivior, Indivior and each of its Subsidiaries has complied and is in compliance in all material respects with all terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truthful Cost or Pricing Data statute and FAR to the extent applicable to the Government Contract;

(b) To the knowledge of Indivior, Indivior and each of its Subsidiaries has complied in all material respects with all material requirements of each applicable statute, rule, regulation, order or agreement with the U.S. Governmental Body pertaining to such Government Contract or Government Bid;

(c) All representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid in the System for Award Management were current, accurate and complete as of their effective date, and Indivior and each of its Subsidiaries has complied in all material respects with all such representations and certifications;

(d) Neither the U.S. Government nor any prime contractor has notified Indivior nor any of its Subsidiaries that Indivior or any of its Subsidiaries has materially breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement in a Government Contract;

(e) To the knowledge of Indivior, no reasonable basis exists to give rise to a material claim by a Governmental Body for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any Government Contract; and

(f) Neither Indivior and each of its Subsidiaries, nor any of its officers, employees, agents, nor any “Principal” (as defined in FAR 52.209-5) of Indivior has been debarred, or suspended from participation in the award of contracts with any Governmental Body, or been the subject of a debarment, suspension or exclusion from participation in programs funded by any Governmental Body, nor are any of them listed on the Excluded Party Listing, nor has any such debarment, suspension or exclusion proceeding or proposed Excluded Party Listing been initiated.

4.25 Brokerage. Other than Jefferies LLC and Piper Sandler & Co., no Person will be entitled to, any brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated hereby based on any arrangement or agreement made by or on behalf of Indivior or any of its Subsidiaries. Supernus has been given access to a true and correct copy of all Contracts entitling any person to any brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated hereby based on any arrangement or agreement made by or on behalf of Indivior, together with all amendments, waivers or other changes thereto.

4.26 Disclosure. None of the information supplied or to be supplied by or on behalf of Indivior for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement is filed with the SEC and becomes effective under the Securities Act or (b) the Joint Proxy Statement will, at the time the Joint Proxy Statement is mailed to the Indivior Stockholders, or at the time of the Indivior Stockholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein, necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary in order to correct any statement of a material fact in any earlier communication with respect to the solicitation of proxies for the Indivior Stockholders’ Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Indivior makes no representation or warranty with respect to any information supplied by or to be supplied by Supernus that is included or incorporated by reference in the Joint Proxy Statement. The representations and warranties contained in this Section 4.26 will not apply to statements or omissions included in the Registration Statement or Joint Proxy Statement upon information furnished to Indivior in writing by Supernus specifically for use therein.

4.27 Board Approval; Vote Required.

(a) The Indivior Board, by resolutions duly adopted by a unanimous vote of all of the members of the Indivior Board at a meeting duly called and held, has duly (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger and the Indivior Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement, the Indivior Voting Agreement and the transactions contemplated hereby and thereby, including the Merger, the Indivior Share Issuance and the Special Dividend, are fair to, and in the best interests of, Indivior and the Indivior Stockholders, (iii) resolved to recommend to the Indivior Stockholders the approval of the Indivior Share Issuance, on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that the Indivior Share Issuance be submitted to the Indivior Stockholders for approval, and, subject to Section 6.4, such resolutions have not been rescinded, modified or withdrawn in any way.

(b) The affirmative vote of a majority in voting power of the outstanding Indivior Shares present in person or represented by proxy at the Indivior Stockholders’ Meeting and entitled to vote on the proposal to approve the Indivior Share Issuance (the “Indivior Stockholder Approval”) is necessary to approve the Indivior Share Issuance. Other than the Indivior Stockholder Approval, no other corporate proceeding is necessary to authorize the execution, delivery or performance of this Agreement and the transactions contemplated thereby.

4.28 Takeover Statute. The Indivior Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are inapplicable to the execution, delivery and performance of this Agreement, the Indivior Voting Agreement and any of the transactions and other agreements contemplated hereby and thereby. No Takeover Law applies or purports to apply to the Merger, this Agreement, the Indivior Voting Agreement or any of the transactions or other agreements contemplated hereby or thereby.

4.29 Opinions of Indivior’s Financial Advisors. The Indivior Board has received separate opinions from Jefferies LLC and Piper Sandler & Co. to the effect that, as of the date of such opinion and based upon and subject to the various matters, assumptions, qualifications and limitations set forth in their respective opinions, the Exchange Ratio provided for in the Merger is fair, from a financial point of view, to Indivior.

4.30 Merger Sub. Merger Sub was organized solely for the purpose of entering into this Agreement and consummating the transactions contemplated hereby and has not engaged in any activities or business and has incurred no liabilities or obligations whatsoever, in each case other than those incident to its organization and the execution of this Agreement and the consummation of the transactions contemplated hereby.

4.31 Financing.

(a) Indivior has delivered to Supernus true, correct and complete copies of (i) an executed commitment letter, dated as of the date hereof, from the lenders (the “Lenders”) party thereto (such commitment letter, including all exhibits, schedules, annexes, joinders and amendments thereto, together with the below-defined Fee Letter, collectively, the “Commitment Letter”) pursuant to which the Lenders party thereto have agreed, subject only to the terms and conditions expressly set forth therein, to provide the debt financing for the purposes of funding the amount set forth in the Commitment Letter (the debt financing pursuant to the Commitment Letter shall be referred to herein as the “Committed Financing”), and (ii) any fee letters, dated as of the date hereof, associated with the Commitment Letter (including all exhibits, schedules, annexes, joinders and amendments thereto, collectively, the “Fee Letter”).

(b) The Commitment Letter has been duly and validly executed and delivered by Indivior and, to the Knowledge of Indivior and Supernus, each of the other parties thereto, and as of the date hereof, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Indivior and, to the Knowledge of Indivior and Supernus, each of the other parties thereto, except as enforceability may be limited by applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights or general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, (i) the Commitment Letter in the form delivered to Supernus has not been terminated, rescinded, amended, restated, supplement, waived or modified on or prior to date hereof, (ii) no such termination, rescission, amendment, restatement, supplement, waiver or modification is contemplated by Indivior, except amendments, amendments and restatements, modifications, supplements and joinders (including, without limitation to add lenders, lead arrangers, co-managers, bookrunners, syndication agents, Financing Sources or any Person with similar or other roles or titles, to reallocate commitments among such parties to the Commitment Letter, to include additional loan facilities, or to facilitate the syndication of the debt financing described in the Commitment Letter, in each case to the extent contemplated by the terms of the Commitment Letter) that in each case do not reduce the aggregate amount of Financing below the amount provided by the Commitment Letter on the date hereof or impose new or additional conditions precedent to the funding of the Financing, and (iii) the aggregate amount of commitments contained in the Commitment Letter have not been withdrawn, terminated, rescinded or reduced in any respect, and no such withdrawal, termination, rescission or reduction is contemplated, in each case of clauses (i) through (iii), other than as permitted in Section 6.17. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach on the part of Indivior or, to the Knowledge of Indivior or Supernus, any of the other parties thereto, under the Commitment Letter, (ii) constitute a failure to satisfy a condition on the part of Indivior or, to the Knowledge of Indivior or Supernus, any of the Lenders party thereto required to be satisfied prior to the date hereof or (iii) result in any portion of the amounts to be funded in accordance with the Commitment Letter being unavailable on the Closing Date.

(c) As of the date hereof, assuming the satisfaction of conditions to the Merger set forth in Section 7.1, Section 7.2 and Section 7.3, (i) neither Indivior nor Supernus has reason to believe that any of the conditions to the Committed Financing contemplated in the Commitment Letter will not be satisfied on a timely basis (and, in any event, at or prior to Closing) and (ii) neither Indivior nor Supernus have Knowledge of any reason that the full amount of the Committed Financing will not be made available to Indivior on the Closing Date. As of the date hereof, Indivior has fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Commitment Letter. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Committed Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. There are no side letters or other agreements, contracts or arrangements related to the funding of the Committed Financing, other than as expressly set forth in the Commitment Letter delivered to Supernus on or prior to the date hereof.

4.32 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OF THIS AGREEMENT (AS MODIFIED BY THE INDIVIOR DISCLOSURE LETTER), INDIVIOR MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND INDIVIOR HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN CONNECTION WITH SUPERNUS’ INVESTIGATION OF INDIVIOR, SUPERNUS HAS

RECEIVED FROM OR ON BEHALF OF INDIVIOR CERTAIN PROJECTIONS, INCLUDING PROJECTED STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF INDIVIOR AND CERTAIN BUSINESS PLAN INFORMATION OF INDIVIOR. INDIVIOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS).

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Covenants of Supernus.

(a) Except (i) as set forth in Section 5.1(a) of the Supernus Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement or (iv) with the prior written consent of Indivior (which consent shall not be unreasonably delayed, withheld or conditioned), from the date hereof until the earlier of the Effective Time and the date this Agreement is validly terminated in accordance with ARTICLE VIII (the “Pre-Closing Period”), Supernus and its Subsidiaries shall conduct the business and operations of Supernus and its Subsidiaries, taken as a whole, in all material respects in the ordinary course of business consistent with past practice. During the Pre-Closing Period, Supernus shall, promptly upon learning of the same, notify Indivior (A) of any change, occurrence, effect, condition, fact, event or circumstance known to Supernus that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to Supernus, to result in a Supernus Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Supernus of any of the conditions contained in Section 7.2(a) or Section 7.2(b).

(b) Except (i) as set forth on Section 5.1(b) of the Supernus Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement or (iv) with the prior written consent of Indivior (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Supernus shall not and shall not permit any of its Subsidiaries, to:

(i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares or directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Supernus Options, Supernus RSUs, Supernus PSUs or Supernus ESPP Purchase Rights with respect thereto except, in each case:

(A) for the withholding of Supernus Shares to satisfy the exercise price or Tax obligations with respect to awards granted pursuant to the Supernus Equity Plans;

(B) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Supernus solely to its parent;

(C) in connection with intercompany purchases of capital stock or share capital among one or more of Supernus and its Subsidiaries; or

(D) for the purpose of fulfilling its obligations under the Supernus ESPP, to the extent consistent with past practice;

(ii) (A) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (1) any shares of beneficial interests, capital stock or other ownership interest in Supernus or any of its Subsidiaries, (2) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest or (3) any rights, warrants or options to acquire or with respect to any such shares of beneficial interest, capital stock, ownership interest or convertible or exchangeable securities; or (B) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case of clause (A) or (B) hereof, (I) for issuances of Supernus Shares in respect of (x) any exercise of Supernus Options outstanding on the date hereof or (y) the exercise of any Supernus ESPP Purchase Rights under the terms of the Supernus ESPP as in effect on the date hereof, (II) for the issuance or sale of Supernus Shares pursuant to the exercise of Supernus Options or the vesting of or delivery of shares under Supernus RSUs or Supernus PSUs, in accordance with their terms as of the date hereof, (III) for transactions solely between or among Supernus and its wholly-owned Subsidiaries; provided, that this clause (III) shall not permit the sale, transfer, assignment, pledge, encumbrance or other disposition of any capital stock, beneficial interest or other equity or economic interest in any Subsidiary of Supernus to any Person, or (IV) for the grant of the awards in accordance with Section 5.1(b)(ii) of the Supernus Disclosure Letter;

(iii) except as required by a Supernus Plan or as otherwise required by applicable Law: (A) increase the compensation or other benefits payable or provided to any of Supernus’ or any of its Subsidiaries’ officers, directors, independent contractors, leased personnel or, except in the ordinary course of business consistent with past practice (including as a result of promotions), employees; (B) enter into, materially amend or terminate any employment termination, change of control, severance, retention or other Contract with any current or former employee, independent contractor or leased personnel of Supernus or any of its Subsidiaries (exclusive of (1) agreements entered into with any newly hired employees or replacements or as a result of promotions, in each case, consistent with past practice, or (2) employment agreements terminable on less than thirty (30) days’ notice without payment or penalty); (C) other than (1) routine annual renewals of, or design changes to, health and welfare benefit plans in the ordinary course of business consistent with past practice that do not materially increase the cost of coverage to Supernus and its Subsidiaries, taken as a whole, and (2) as expressly contemplated by this Agreement, establish, adopt, enter into, materially amend or terminate any Supernus Plan for the benefit of any current or former officers, employees, independent contractors, leased personnel or any of their beneficiaries (exclusive of (I) agreements entered into with any newly hired employees or replacements or as a result of promotions, in each case, consistent with past practice, or (II) employment agreements terminable on less than thirty (30) days’ notice without payment or penalty); provided, however, that this clause (C) shall not apply to any transaction, deal, retention or completion bonus plan or arrangement adopted in connection with the transactions contemplated by this Agreement and as expressly permitted by this Agreement or in accordance with the terms of this Agreement or Section 5.1(b)(iii) of the Supernus Disclosure Letter; or (D) enter into or amend any collective bargaining agreement or other agreement with a union or labor organization;

(iv) amend, or propose to amend, or permit the adoption of any material amendment to any of the Organizational Documents of Supernus or any of its Subsidiaries;

(v) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(vi) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Supernus or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X;

(vii) make any capital expenditure except for (A) expenditures required by existing Contracts or (B) expenditures made in the ordinary course of business consistent with past practice;

(viii) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the material assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any material assets of any other Person, except for (A) the purchase of assets from suppliers or vendors in the ordinary course of business or (B) transactions with a value less than $1,000,000 in any single instance or $2,500,000 in the aggregate;

(ix) except in the ordinary course of business consistent with past practice, (A) incur any Indebtedness for borrowed money or guarantee any such Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another Person, renew or extend any existing credit or loan arrangements, enter into any “keep well” or other agreement to maintain any financial condition of another Person, incur any Lien (other than Permitted Liens) or enter into any agreement or arrangement having the economic effect of any of the foregoing, except for (1) intercompany transactions or arrangements among one or more of Supernus and its Subsidiaries, and (2) short-term Indebtedness incurred in the ordinary course of business consistent with past practice; (B) make any loans or advances to any other Person other than intercompany transactions or arrangements among one or more of Supernus and its Subsidiaries or (C) make any capital contributions to, or investments in, any other Person except for intercompany transactions or arrangements among one or more of Supernus and its Subsidiaries;

(x) (A) enter into any Contract that would materially restrict, after the Effective Time, Indivior and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) with respect to engaging or competing in any line of business or in any geographic area or (B) other than in the ordinary course of business consistent with past practice or except as set forth in Section 5.1(b)(x) of the Supernus Disclosure Letter, enter into, waive, release or assign any rights or claims under, or renew (other than automatic renewals), modify in any material respect or terminate (other than termination by natural expiration), any Supernus Material Contract (other than intercompany transactions, agreements or arrangements among one or more of Supernus and its Subsidiaries);

(xi) (A) except in the ordinary course of business consistent with past practice, sell, transfer, assign, mortgage, encumber or otherwise dispose of any assets with a fair market value in excess of $1,000,000 in the aggregate; or (B) sell, transfer, assign, pledge, encumber or otherwise dispose of (1) any shares or other equity or economic interests in any of its Subsidiaries or (2) any material assets of any of its Subsidiaries, in each case to any Person (including Supernus or any of its Subsidiaries);

(xii) except for the settlement of any Paragraph IV certification litigation or any action relating to an ANDA filing, commence, pay, discharge, settle, compromise or satisfy any pending or threatened litigation, arbitration, proceedings or claims other than any monetary settlement entered in the ordinary course of business consistent with past practice in an amount less than $1,000,000 in any single instance or $2,500,000 in the aggregate;

(xiii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law;

(xiv) (A) make, change or revoke any material Tax election with respect to Supernus or any of its Subsidiaries, (B) file any material amended Tax Return or claim for refund of material Taxes with respect to Supernus or any of its Subsidiaries, in each case other than in the ordinary course of business consistent with past practices, (C) enter into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) affecting any material Tax Liability or refund of material Taxes with respect to Supernus or any of its Subsidiaries, (D) extend or waive the application of any statute of limitations regarding the assessment or collection of any material Tax with respect to Supernus or any of its Subsidiaries, (E) settle or compromise any material Tax Liability or refund of material Taxes with respect to Supernus or any of its Subsidiaries or (F) take, prior to the Effective Time, any action that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code;

(xv) sell, assign, license (including sublicense), fail to diligently prosecute or maintain, waive, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Lien (other than a Permitted Lien) on, any Intellectual Property, including any pending patent application that is included in Supernus Registered Intellectual Property, other than (A) non-exclusive licenses granted in the ordinary course of business consistent with past practice to customers, vendors, contractors, or service providers, or (B) for the purpose of abandoning, allowing to lapse or otherwise disposing of immaterial, obsolete or worthless assets;

(xvi) voluntarily add, amend, or withdraw any Orange Book patent listing with respect to any Product, or take any action that would reduce the period of any regulatory exclusivity applicable to any Product;

(xvii) cease to maintain insurance in such amounts and against such risks and losses as are customary for the nature of the property so insured and for companies engaged in the respective businesses of Supernus and its Subsidiaries, to the extent available on commercially reasonable terms; or

(xviii) agree or commit to take any of the actions described in clauses (i) through (xvii) of this Section 5.1(b).

5.2 Covenants of Indivior.

(a) Except (i) as set forth in Section 5.2(a) of the Indivior Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of Supernus (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Indivior and its Subsidiaries shall conduct the business and operations of Indivior and its Subsidiaries, taken as a whole, in all material respects in the ordinary course of business consistent with past practice. During the Pre-Closing Period, Indivior shall, promptly upon learning of the same, notify Supernus (A) of any change, occurrence, effect, condition, fact, event or circumstance known to Indivior that is reasonably likely, individually or taken together with all other changes, occurrences, effects, conditions, facts, events and circumstances known to Indivior, to result in an Indivior Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Indivior of any of the conditions contained in Section 7.3(a) or Section 7.3(b).

(b) Except (i) as set forth on Section 5.2(b) of the Indivior Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement or (iv) with the prior written consent of Supernus (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Indivior shall not and shall not permit any of its Subsidiaries, to:

(i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares or directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Indivior PSUs, Indivior RSUs, Indivior ESPP Purchase Rights or Indivior UK Option Plan Purchase Rights with respect thereto except, in each case:

(A) for the withholding of Indivior Shares to satisfy the exercise price or Tax obligations with respect to awards granted pursuant to the Indivior Equity Plans;

(B) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Indivior solely to its parent;

(C) in connection with intercompany purchases of capital stock or share capital among one or more of Indivior and its Subsidiaries;

(D) for the purpose of fulfilling its obligations under the Indivior ESPP or the Indivior UK Option Plans, to the extent consistent with past practice; or

(E) the Special Dividend (or Alternative Dividend, as applicable) in accordance with the terms hereof.

warrants or options to acquire or with respect to any such shares of beneficial interest, capital stock, ownership interest or convertible or exchangeable securities; or (B) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case of clause (A) or (B) hereof, (I) for issuances of Indivior Shares in respect of the exercise of any Indivior ESPP Purchase Rights or any Indivior UK Option Plan Purchase Rights under the terms of the Indivior ESPP or the Indivior UK Option Plans, respectively, as in effect on the date hereof, (II) for the issuance or sale of Indivior Shares pursuant to the vesting of or delivery of shares under Indivior Equity Awards, in accordance with their terms as of the date hereof, (III) for transactions solely between or among Indivior and its wholly-owned Subsidiaries or (IV) for the grant of the awards in accordance with Section 5.2(b)(ii) of the Indivior Disclosure Letter;

(iii) except as required by an Indivior Plan or as otherwise required by applicable Law: (A) increase the compensation or other benefits payable or provided to any of Indivior’s or any of its Subsidiaries’ officers, directors, independent contractors, leased personnel or, except in the ordinary course of business consistent with past practice (including as a result of promotions), employees; (B) enter into, materially amend or terminate any employment termination, change of control, severance, retention or other Contract with any current or former employee, independent contractor or leased personnel of Indivior or any of its Subsidiaries (exclusive of (1) agreements entered into with any newly hired employees or replacements or as a result of promotions, in each case, consistent with past practice, or (2) employment agreements terminable on less than thirty (30) days’ notice without payment or penalty); (C) other than (1) routine annual renewals of, or design changes to, health and welfare benefit plans in the ordinary course of business consistent with past practice that do not materially increase the cost of coverage to Indivior and its Subsidiaries, taken as a whole, and (2) as expressly contemplated by this Agreement, establish, adopt, enter into, materially amend or terminate any Indivior Plan for the benefit of any current or former officers, employees, independent contractors, leased personnel or any of their beneficiaries (exclusive of (I) agreements entered into with any newly hired employees or replacements or as a result of promotions, in each case, consistent with past practice, or (II) employment agreements terminable on less than thirty (30) days’ notice without payment or penalty); provided, however, that this clause (C) shall not apply to any transaction, deal, retention or completion bonus plan or arrangement adopted in connection with the transactions contemplated by this Agreement and as expressly permitted by this Agreement or in accordance with the terms of this Agreement or Section 5.2(b)(iii) of the Indivior Disclosure Letter; or (D) enter into or amend any collective bargaining agreement or other agreement with a union or labor organization;

(iv) amend, or propose to amend, or permit the adoption of any material amendment to any of the Organizational Documents of Indivior or any of its Subsidiaries;

(v) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(vi) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Indivior or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X;

(vii) make any capital expenditure except for (A) expenditures required by existing Contracts or (B) expenditures made in the ordinary course of business consistent with past practice;

(ix) except in the ordinary course of business consistent with past practice, (A) incur any Indebtedness for borrowed money or guarantee any such Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another Person, renew or extend any existing credit or loan arrangements, enter into any “keep well” or other agreement to maintain any financial condition of another Person, incur any Lien (other than Permitted Liens) or enter into any agreement or arrangement having the economic effect of any of the foregoing, except for (1) intercompany transactions or arrangements among one or more of Indivior and its Subsidiaries, and (2) short-term Indebtedness incurred in the ordinary course of business consistent with past practice; (B) make any loans or advances to any other Person other than intercompany transactions or arrangements among one or more of Indivior and its Subsidiaries or (C) make any capital contributions to, or investments in, any other Person except for intercompany transactions or arrangements among one or more of Indivior and its Subsidiaries;

(x) (A) enter into any Contract that would materially restrict, after the Effective Time, Indivior and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) with respect to engaging or competing in any line of business or in any geographic area or (B) other than in the ordinary course of business consistent with past practice, enter into, waive, release or assign any rights or claims under, or renew (other than automatic renewals), modify in any material respect or terminate (other than termination by natural expiration), any Indivior Material Contract (other than intercompany transactions, agreements or arrangements among one or more of Indivior and its Subsidiaries);

(xiii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law;

(xiv) (A) make, change or revoke any material Tax election with respect to Indivior or any of its Subsidiaries, (B) file any material amended Tax Return or claim for refund of material Taxes with respect to Indivior or any of its Subsidiaries, in each case other than in the ordinary course of business consistent with past practices, (C) enter into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) affecting any material Tax Liability or refund of material Taxes with respect to Indivior or any of its Subsidiaries, (D) extend or waive the application of any statute of limitations regarding the assessment or collection of any material Tax with respect to Indivior or any of its Subsidiaries, (E) settle or compromise any material Tax Liability or refund of material Taxes with respect to Indivior or any of its Subsidiaries or (F) take, prior to the Effective Time, any action that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code;

(xv) sell, assign, license (including sublicense), fail to diligently prosecute or maintain, waive, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Lien (other than a Permitted Lien) on, any Intellectual Property, including any pending patent application that is included in Indivior Registered Intellectual Property, other than (A) non-exclusive licenses granted in the ordinary course of business consistent with past practice to customers, vendors, contractors, or service providers, or (B) for the purpose of abandoning, allowing to lapse or otherwise disposing of immaterial, obsolete or worthless assets;

(xvii) cease to maintain insurance in such amounts and against such risks and losses as are customary for the nature of the property so insured and for companies engaged in the respective businesses of Indivior and its Subsidiaries, to the extent available on commercially reasonable terms; or

(xviii) agree or commit to take any of the actions described in clauses (i) through (xvii) of this Section 5.2(b).

5.3 Independent Operation; No Control Prior to Closing. Notwithstanding anything to the contrary in this Article V or elsewhere in this Agreement, nothing contained in this Agreement shall give Indivior, Supernus or Merger Sub, directly or indirectly, the right to control, influence or direct the day-to-day, future, strategic or other business or operations of any other party (other than with respect to Indivior’s control of Merger Sub) or its Subsidiaries at any time prior to the Effective Time.

ARTICLE VI

ADDITIONAL COVENANTS OF THE PARTIES

6.1 Investigation.

(a) Upon reasonable notice, each of Supernus and Indivior shall afford to the other party and to the Representatives of such other party reasonable access (at the requesting party’s cost) during normal business hours, during the Pre-Closing Period, to its and its Subsidiaries’ personnel, facilities and properties, Contracts, commitments, books and records and any reports, schedules or other documents filed or received by it pursuant to the requirements of applicable Law and with such additional financing, operating and other data and information regarding it and its Subsidiaries, as the other party or any of its Representatives may reasonably request in connection with their activities in order to facilitate the completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Supernus nor Indivior nor their respective Subsidiaries shall be required to provide the access or information contemplated by this Section 6.1 if it would (i) unreasonably disrupt the operations of such party or any of its Subsidiaries, (ii) cause a violation of any agreement to which such party or any of its Subsidiaries is a party (provided, that Indivior or Supernus, as the case may be, has used commercially reasonable efforts to find an alternative way to provide the access or information contemplated by this Section 6.1), (iii) cause a risk of a loss of privilege to such party or any of its Subsidiaries, (iv) constitute a violation of any applicable Law or (v) otherwise disclose competitively sensitive material. For the avoidance of doubt, nothing in this Section 6.1 shall require either party to provide, and neither party shall provide, dedicated office space or similar on-site accommodations to the other party or its Representatives at its facilities during the Pre-Closing Period, it being understood that any on-site access shall be limited to temporary workspace and meeting space as reasonably necessary to facilitate the activities contemplated by this Agreement.

(b) The parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be deemed to be Confidential Information, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement; provided that, notwithstanding the foregoing, the parties may disclose such Confidential Information to any actual or prospective Financing Sources (and, in each case, to their respective counsel and auditors) to the extent reasonably necessary to facilitate the Financing, so long as such prospective Financing Sources (A) agree to be bound by the Confidentiality Agreement as if parties thereto or (B) are subject to other confidentiality undertakings that are at least as restrictive on such actual or prospective Financing Source as the confidentiality restrictions set forth in the Confidentiality Agreement.

6.2 Registration Statement and Proxy Statement for Stockholder Approval. As soon as reasonably practicable following the execution of this Agreement and in any event within forty-five (45) days after the date of this Agreement, (a) Indivior and Supernus shall jointly prepare a joint proxy statement (the “Joint Proxy Statement”) in preliminary form, which shall contain each of the Indivior Recommendation and Supernus Recommendation (unless, in either case, an Indivior Adverse Recommendation Change or a Supernus Adverse Recommendation Change, as applicable, has occurred in compliance with this Agreement), and (b) Indivior shall prepare and file with the SEC in form and substance reasonably acceptable to each party (i) a registration statement on Form S-4, in which the Joint Proxy Statement shall be included and (ii) a prospectus relating to the Indivior Shares to be offered and sold pursuant to this Agreement and the Merger (such registration statement together with the amendments and supplements thereto, the “Registration Statement”). Each of Indivior and Supernus shall use its reasonable best efforts to

have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the transactions contemplated by this Agreement, including the Merger. Each of Indivior and Supernus shall use its respective reasonable best efforts to mail the Joint Proxy Statement to its respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Indivior shall use reasonable best efforts to take any action required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of Indivior Shares pursuant to this Agreement, and each party shall furnish all information concerning Supernus, Indivior, and the holders of capital stock of Supernus and Indivior, as applicable, as may be reasonably requested by another party in connection with any such action or the preparation, filing or distribution of the Joint Proxy Statement. No filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to, the Registration Statement shall be made by Indivior, and no filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to, the Joint Proxy Statement shall be made by Supernus, Indivior or any of their respective Subsidiaries, in each case unless (x) the other party has been provided a reasonable opportunity to review and comment thereon and (y) such filing, amendment, supplement or correspondence is in form and substance reasonably acceptable to each party; provided, however, that clause (y) of the foregoing shall not apply with respect to information relating to a Supernus Adverse Recommendation Change or an Indivior Adverse Recommendation Change in compliance with this Agreement. Indivior shall advise Supernus, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Indivior Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Indivior and Supernus shall advise the other, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Supernus or Indivior, or any of their respective Affiliates, officers or directors, is discovered by Supernus or Indivior which should be set forth in an amendment or supplement to either the Registration Statement or the Joint Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to either Indivior Stockholders or Supernus Stockholders, as applicable.

6.3 Stockholders’ Meetings.

(a) Supernus shall take any and all actions necessary in accordance with applicable Law and Supernus’ Organizational Documents to duly give notice of, convene and hold a meeting of the Supernus Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose of obtaining the Supernus Stockholder Approval (the “Supernus Stockholders’ Meeting”). Subject to Sections 6.4(b) and

6.4(c), Supernus shall, through the Supernus Board, recommend that the Supernus Stockholders adopt this Agreement and shall use reasonable best efforts to solicit from the Supernus Stockholders proxies in favor of the adoption of this Agreement and to take all other actions necessary or advisable to secure the Supernus Stockholder Approval. Subject to Sections 6.4(b) and 6.4(c) and the remainder of this Section 6.3(a), Supernus may only postpone or adjourn the Supernus Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Supernus Stockholder Approval, (ii) for the absence of a quorum and/or (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that Supernus has determined, after consultation with outside legal counsel, is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Supernus Stockholders prior to the Supernus Stockholders’ Meeting in accordance with applicable Law, provided that without the prior written consent of Indivior (not to be unreasonably withheld, conditioned or delayed), (A) no single such adjournment or postponement pursuant to clauses (i), (ii) or (iii) shall be for more than ten (10) Business Days, except as may be required by applicable Law and (B) all such adjournments and postponements together shall not total more than 30 days from the initial date of the Supernus Stockholder Meeting or cause the date of the Supernus Stockholders’ Meeting to be less than ten (10) Business Days prior to the Termination Date. Subject to Sections 6.4(b) and 6.4(c), Supernus shall postpone or adjourn the Supernus Stockholders’ Meeting up to two (2) times for up to ten (10) Business Days each time upon the reasonable request of Indivior. Supernus shall use reasonable efforts to, on a daily basis during the ten (10) Business Days prior to the date of the Supernus Stockholders’ Meeting, advise Indivior as to the aggregate number of Supernus Shares entitled to vote at the Supernus Stockholders’ Meeting for which proxies have been received by Supernus with respect to the Supernus Stockholder Approval and the number of such proxies authorizing the holder thereof to vote in favor of the Supernus Stockholder Approval.

(b) Indivior shall take any and all actions necessary in accordance with applicable Law and Indivior’s Organizational Documents to duly give notice of, convene and hold a meeting of the Indivior Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose of obtaining the Indivior Stockholder Approval (the “Indivior Stockholders’ Meeting”). Subject to Sections 6.4(e) and 6.4(f), Indivior shall, through the Indivior Board, recommend that the Indivior Stockholders approve the Indivior Share Issuance and shall use reasonable best efforts to solicit from the Indivior Stockholders proxies in favor of approval of the Indivior Share Issuance and to take all other actions necessary or advisable to secure the Indivior Stockholder Approval. Subject to Sections 6.4(e) and 6.4(f) and the remainder of this Section 6.3(b), Indivior may only postpone or adjourn the Indivior Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Indivior Stockholder Approval, (ii) for the absence of a quorum and/or (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that Indivior has determined, after consultation with outside legal counsel, is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Indivior Stockholders prior to the Indivior Stockholders’ Meeting in accordance with applicable Law, provided that without the prior written consent of Supernus (not to be unreasonably withheld, conditioned or delayed), (A) no single such adjournment or postponement pursuant to clauses (i), (ii) or (iii) shall be for more than ten (10) Business Days, except as may be required by applicable Law and (B) all such adjournments and postponements together shall not total more than 30 days from the initial date of the Indivior Stockholder Meeting or cause the date of the Indivior

Stockholders’ Meeting to be less than ten (10) Business Days prior to the Termination Date. Subject to Sections 6.4(e) and 6.4(f), Indivior shall postpone or adjourn the Indivior Stockholders’ Meeting up to two (2) times for up to ten (10) Business Days each time upon the reasonable request of Supernus. Indivior shall use reasonable efforts to, on a daily basis during the ten (10) Business Days prior to the date of the Indivior Stockholders’ Meeting, advise Supernus as to the aggregate number of Indivior Shares entitled to vote at the Indivior Stockholders’ Meeting for which proxies have been received by Indivior with respect to the Indivior Stockholder Approval and the number of such proxies authorizing the holder thereof to vote in favor of the Indivior Stockholder Approval.

(c) Supernus and Indivior shall use their reasonable best efforts to hold the Supernus Stockholders’ Meeting and the Indivior Stockholders’ Meeting on the same date and as soon as practicable after the date of this Agreement (but after the Registration Statement is declared effective).

(d) Except with the prior written consent of Supernus and Indivior, the only matters to be voted upon at each of the Supernus Stockholders’ Meeting and the Indivior Stockholders’ Meeting are (i) adoption of this Agreement, in the case of the Supernus Stockholders’ Meeting, and the Indivior Share Issuance, in the case of the Indivior Stockholders’ Meeting, (ii) any adjournment or postponement of the Supernus Stockholders’ Meeting or the Indivior Stockholders’ Meeting, as applicable and/or (iii) any other matters that are required by applicable Law.

6.4 Non-Solicitation.

(a) Supernus agrees that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, and Supernus shall, and shall cause its directors, officers and Subsidiaries to, instruct its and their respective Representatives not to, directly or indirectly (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Supernus; (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to Supernus or any of its Subsidiaries or afford access to the properties, books or records of Supernus or any of its Subsidiaries to any Person or group of Persons (or any of their Affiliates or Representatives) that has made or could reasonably be expected to make, or in connection with, an Acquisition Proposal with respect to Supernus or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Supernus (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.4). Supernus shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person or group of Persons, or any of their Affiliates or Representatives (other than Indivior and/or its Affiliates), conducted heretofore by Supernus or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, Supernus shall

immediately discontinue access by any Person or group of Persons, and any of their Affiliates or Representatives (other than Indivior and its Affiliates), to any data room (virtual or otherwise) established by Supernus or its Representatives for such purpose. Within one (1) Business Day from the date hereof, Supernus shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with Supernus or any Subsidiary thereof or who have otherwise been provided with confidential, non-public information since January 1, 2025, relating to an Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Supernus Stockholder Approval, Supernus and the Supernus Board may take any actions described in clause (ii) of this Section 6.4(a) with respect to a third party if (A) Supernus receives an unsolicited, bona fide written Acquisition Proposal with respect to Supernus from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or facilitated in violation of this Section 6.4) and (B) such proposal constitutes, or the Supernus Board determines in good faith after consultation with Supernus’ outside legal counsel and financial advisor that such proposal would reasonably be expected to lead to, a Superior Proposal with respect to Supernus, provided that, Supernus may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to Supernus with respect to confidentiality than the terms of the Confidentiality Agreement (including with respect to any standstill agreement or similar provisions) (an “Acceptable Confidentiality Agreement”) and so long as it sends a copy of such Acceptable Confidentiality Agreement to Indivior promptly following its execution. Nothing contained in this Section 6.4 shall prohibit Supernus or the Supernus Board from (1) taking and disclosing to the Supernus Stockholders a position with respect to an Acquisition Proposal with respect to Supernus pursuant to Rules 14d-9, 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any similar disclosure, if the Supernus Board has reasonably determined in good faith after consultation with Supernus’ outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties to the Supernus Stockholders or (2) directing any Person (or the Representatives of that Person) who makes an Acquisition Proposal regarding Supernus to the provisions of this Section 6.4, provided that this sentence shall not permit the Supernus Board to make a Supernus Adverse Recommendation Change, except to the extent permitted by Section 6.4(b) or Section 6.4(c). Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 6.4(a) by any of Supernus’ or its Subsidiaries’ respective Representatives shall be deemed to be a breach of this Section 6.4(a) by Supernus.

(b) Neither the Supernus Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to Indivior or Merger Sub), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Indivior or Merger Sub), the approval, recommendation or declaration of advisability by the Supernus Board or any such committee of the transactions contemplated by this Agreement, (ii) propose publicly to recommend, adopt or approve any Acquisition Proposal with respect to Supernus, (iii) fail to publicly reaffirm or re-publish the Supernus Recommendation within five (5) Business Days of being requested by Indivior to do so (or if earlier, at least three (3) Business Days prior to the Supernus Stockholders’ Meeting), or (iv) fail to send to the Supernus Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to the Supernus Shares (or if earlier, at least three (3) Business Days prior to the Supernus Stockholders’ Meeting), a statement disclosing that Supernus recommends rejection of such tender or exchange offer and reaffirming the Supernus Recommendation (any action described in this

sentence being referred to as a “Supernus Adverse Recommendation Change”). For the avoidance of doubt, a change of the Supernus Recommendation to “neutral” is a Supernus Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Supernus Stockholder Approval, and subject to Supernus’ compliance at all times with the provisions of this Section 6.4 and Section 6.3, in response to an unsolicited Superior Proposal with respect to Supernus that has not been withdrawn and did not result from a breach of Section 6.4(a), the Supernus Board may make a Supernus Adverse Recommendation Change; provided, however, Supernus shall not make a Supernus Adverse Recommendation Change in response to a Superior Proposal with respect to Supernus (x) until five (5) Business Days after Supernus provides written notice to Indivior advising Indivior that the Supernus Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group of Persons making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal (it being understood and agreed that any change to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall require a new notice as provided herein, but with respect to any such subsequent notices references to a “five (5) Business Day period” shall be deemed references to a “three (3) Business Day period”); (y) if during such five (5) or three (3) Business Day period, as applicable, Indivior proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Supernus Board determines in good faith, after good faith negotiations between Supernus and Indivior (if such negotiations are requested by Indivior) during such five (5) or three (3) Business Day period, as applicable, (after consultation with Supernus’ outside legal counsel and financial advisor and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal by Indivior is not at least as favorable to Supernus and the Supernus Stoc