F-2
REPORTOF INDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM
TheBoardofDirectors andStockholders of Isis Pharmaceuticals, Inc.
We have audited the accompanying consolidatedbalance sheets of Isis Pharmaceuticals, Inc. as ofDecember 31, 2013 and 2012, and
the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for eachof the three years
in the period endedDecember 31, 2013. These financial statements are the responsibility of theCompany’smanagement. Our
responsibility is to express anopinionon these financial statements basedonour audits.
We conductedour audits in accordancewith the standards of thePublicCompanyAccountingOversight Board (UnitedStates). Those
standards require thatwe plan andperform the audit toobtain reasonable assurance aboutwhether the financial statements are free of
materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial
statements. An audit also includes assessing the accountingprinciples used and significant estimatesmade bymanagement, aswell as
evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion.
Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the consolidated financial positionof
Isis Pharmaceuticals, Inc. atDecember 31, 2013 and2012, and the consolidated results of its operations and its cash flows for eachof
the three years in the period endedDecember 31, 2013, in conformitywithU.S. generally accepted accountingprinciples.
We alsohave audited, in accordancewith the standards of thePublicCompanyAccountingOversight Board (UnitedStates), Isis
Pharmaceuticals, Inc.’s internal control over financial reporting as ofDecember 31, 2013, basedon criteria established in Internal
Control-IntegratedFramework issuedby theCommittee of SponsoringOrganizations of theTreadwayCommission (1992 framework)
andour report datedFebruary28, 2014 expressed anunqualified opinion thereon.
/s/ ERNST&YOUNGLLP
SanDiego, California
February28, 2014
