BRAZIL PHARMA S.A.

Publicly-held Company of Authorized Capital
National Corporate Taxpayers Register No. CNPJ/MF 11 395.624/0001-71
State Registration No. NIRE 35.300.374.797

BOARD OF DIRECTORS MEETING MINUTES HELD ON JULY 6, 2012

1. DATE, TIME AND PLACE: On July 6, 2012 at 10:00 am, at the headquarters of Brazil Pharma S.A. ("Company"), located at Rua Gomes de Carvalho, No. 1629, 6th and 7th floors, Vila Olimpia, Postal Code 04547-070, in the city of São Paulo, state of São Paulo.
2. CALL AND ATTENDANCE: Call waived in view of the attendance of all the members of the Company's Board of Directors, in person or by telephone ("Directors").
3. PRESIDING OFFICERS: The meeting was chaired by Mr. CARLOS DANIEL RIZZO DA
FONSECA with Ms. CRISTINA CAIUBY SALLES serving as secretary.

4. AGENDA AND RESOLUTIONS: The Board by unanimous vote and without any reservations or restrictions pursuant to Article 59, paragraph 1, of Law No. 6404 of December 15,

1976, as amended ("Corporations Law") and Article 10, paragraph "y" of the Company's Bylaws decided the following:
4.1. Approve the increase in the Company's capital, within the limits of its authorized capital, from one billion, two hundred and thirty-five million, three hundred and sixty-three thousand, seven hundred and seventy-two Reais and eleven centavos (R$1,235,363,772.11) to one billion, two hundred and seventy-three million, one hundred and ninety-three thousand, seven hundred and seventy-two Reais and eleven centavos (R$1,273,193.772.11), an increase, therefore, amounting to thirty seven million, eight hundred and thirty thousand Reais (R$37,830,000.00), by issuing seven million, eight hundred thousand (7,800,000) common, registered shares with no par value ("Shares") made in the scope of a primary and secondary public offering of common shares of the Company approved by the Board of Directors meeting held on May 7, 2012 ("Offering"), excluding preemptive rights of shareholders of the Company in the subscription thereof in accordance with the provisions of section I of Article 172 of the Corporations Law, due to the exercise by Banco BTG Pactual S.A.'s option for distribution of a supplementary lot of shares granted to it by the Company through the "Agreement for Underwriting, Placement and Firm Guarantee of Settlement of Common Shares Issued by Brazil Pharma S.A." pursuant to article 24 of Securities Commission Ruling No. 40 of December 29, 2003, as amended ("CVM Ruling 400"), to meet the excess demand observed during the Offering. Shares are issued under the same conditions as the shares initially issued by the Company under the Offering, as approved at the Board of Directors Meeting held on June 21, 2012, at a price of nine Reais and twenty-five centavos (R$9.25) per share, which was fixed in accordance with Article 170, paragraph 1, section III of the Corporations Law, after the bookbuilding procedure conducted by the Offering underwriters ("Priceper Share"), given that, pursuant to the allocation of the Price per Share adopted at that meeting, thirty- seven million, eight hundred and thirty thousand Reais (R$37,830,000.00) shall be allocated to the
capital account and thirty-four million, three hundred and twenty thousand Reais (R$34,320,000.00)
will be allocated to the capital reserve account; and

4.2. It is established that the Shares will possess characteristics similar to those already existing, and confer on their holders the same rights under the Company's Bylaws and applicable law, including, the Novo Mercado Regulations of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros, being entitled to full dividends and interest on shareholders' equity, which may be declared from the Shares settlement date. 5. CLARIFICATIONS: The drafting of these minutes in summary form was authorized. 6. CLOSING: With no further business to discuss, the session was adjourned, for these minutes to be drawn up , which once read and found to conform were duly signed in four (4) counterparts of equal content and form. Presiding Officers: Mr. Carlos Daniel Rizzo da Fonseca, chairman; Ms. Cristina Caiuby Salles, secretary. Directors: Carlos Daniel Rizzo da Fonseca, Marcelo Kalim, Roberto Martins de Souza, José Luiz Depieri, Artur Noemio Grynbaum and Álvaro José da Silveira.

I certify that this is a true copy of the minutes of the original transcribed in the proper book.
São Paulo, July 6, 2012.
CRISTINA CAIUBY SALLES
Secretary

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