BRASIL PHARMA S.A.

Publicly-held Company

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No. 11.395.624/0001-71
State Registration Number NIRE No. 35.300.374.797

MATERIAL FACT

São Paulo, July 16, 2013 - Brasil Pharma S.A. ("Brasil Pharma" or "the Company") - (BM&FBOVESPA BPHA3) pursuant to CVM Instruction No. 358, of January 3, 2002, as amended, and pursuant to article 7, 1st paragraph, of CVM Instruction No. 471, of August 8, 2008, as amended, hereby informs the market that it has, this date, submitted to the Brazilian Association of Financial Entities and Capital - ANBIMA the request for prior analysis of the offer registration of public distribution of the second issue of simple debentures of Company ("Debentures"), not convertible into shares, unsecured, and up to two series, to be held in accordance with the procedures of CVM Instruction 400, of December 29, 2003, as amended ("CVM Instruction 400") and CVM Instruction No. 471 ("Offer"). The offering will initially be of 25,000 (twenty five thousand) debentures with a face value of R$10,000.00 (ten thousand dollars), at the date of issuance, initially totaling R$250,000,000.00 (two hundred and fifty million reais). This amount may be increased due to any eventual exercise of additional debentures and/or debentures of the supplementary lot.
The net proceeds raised by the Company from the Offering will be fully used as follows: (i) 40% (forty percent)
to extend the maturity of our debt; (ii) 40% (forty percent) to strengthen the Company's cash position; and (iii)
20% (twenty percent) for enhanced working capital of the Company as detailed in the draft of the Preliminary Prospectus of Public Offering of the Second Issue of Brasil Pharma's Debentures, not convertible into shares, unsecured, within two series ("Draft Preliminary Prospectus ").
In due course, a notice will be published to market pursuant to Article 53 of CVM Instruction 400, containing information on: (i) further characteristics of the Offer, (ii) where to obtain the prospectus of the Offer, (iii) the estimated dates and places for the announcement of the Offer, and (iv) the conditions, procedures and date for the collection procedure of investment intentions.
The Offer will commence only after the granting of the registration by CVM, the publication of the notice of commencement of the Offer and the availability of the final prospectus of the offer to investors.

This notice of material fact does not constitute an offer, invitation or solicitation of an offer to purchase the Debentures. Neither this notice nor anything contained herein shall constitute the basis of any contract or commitment.
Additional information about the offer is disclosed in the Draft Preliminary Prospectus, available on the Internet pages of the Company (www.brasilpharma.com.br/ri), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa. com.br). The Company undertakes to keep the market informed on issues relating to the Offer, in accordance with legislation and regulations.
São Paulo, July 16, 2013.

Renato de Vicq Telles da Silva Lobo

Investor Relations Officer

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