Michael V. Novinski President and Chief Executive Officer May 8, 2008 Annual Shareholder’s Meeting

Safe Harbor Safe Harbor Statement Regarding Forward-Looking Statements The statements in this presentation and oral statements made by representatives of Emisphere relating to matters that are not historical facts (including without limitation those regarding potential third party collaborations, future performance or financial results, the timing or potential outcomes of research collaborations or clinical trials, any market that might develop for any of Emisphere's product candidates and the sufficiency of Emisphere's cash and other capital resources) are forward-looking statements that involve risks and uncertainties, including, but not limited to, the likelihood that one or more potential third party collaborations may not be consummated, that actual performance or results could materially differ, that future research will prove successful, the likelihood that any product in the research pipeline will receive regulatory approval in the United States or abroad, the ability of Emisphere and/or its partners to develop, manufacture and commercialize products using Emisphere's drug delivery technology, or Emisphere's ability to fund such efforts with or without partners. Emisphere undertakes no obligation to update any of these statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Accordingly any forward-looking statements should be read in conjunction with the additional risks and uncertainties detailed in Emisphere's filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in Emisphere's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on March 17, 2008.

Agenda 2   Value Creation   Pipeline   B12 Update   Partnerships   Expectations

Drive Value 3   Current valuation   Appears as multi-steps backward   One step backwards to move several steps ahead

4 Drive Value   Established Goals Commercialize the technology Bring in high-value partnerships

Commercialize the Technology   Fundamentals Clear understanding of the technology   Why it works   Conditions under which it works   Select the proper molecules for the proper treatment modality   Tolerance for variability Establish proper pre-clinical program and scientific processes   Fundamental prior to human testing (proof of principle)   Clear guidance to human testing (dosing)   Establish clear expectations for human testing 5

High-Value Partnerships   Fundamentals Sound reputation within the pharmaceutical industry Match the technology with current problems   Visualize for partner how our technology brings them a product that can be developed in a reasonable time frame, gain approval and meet market needs Establish collaboration to generate pre-clinical animal proof of principle with the technology Generate data and negotiate license 6

  Overlaying both the commercializing and partnership generation is a necessity for a sound business organization that observes cost awareness and is structured to support these strategic objectives 7

 Fundamentals – Organization  Fundamental and essential changes for the organization to drive value  Change the company and the culture to focus on commercialization and partnerships, or the underlying business processes that are required to do this  Fundamental changes were numerous and time- consuming  To the casual observer, these changes can be viewed as setbacks, or not viewed at all 8 Driving Value

Achievements To Date 9   Restructured the organization to improve productivity, reduce costs and facilitate communication to support value creation   Established new management team   Gained a more sound understanding of the technology and compatibility for molecule selection criteria   Established pre-clinical program to handle multiple projects and drive early collaborations

Achievements To Date 10   Established a pathway for technology commercialization as soon as next year   Reduced the burn rate by over 33% in an ongoing process   Established new business and scientific processes (budget, go/no go, etc.)   Initiated pre-clinical collaborations that should yield partnerships by mid-year   Removed distractions (Lilly litigation)

11 Achievements Not Recognized To Date   Partnerships of Insulin and Heparin Data inconclusive at best Probability of short-term success questionable   Extremely high risk with further major investments Millions of dollars Competitive landscape well beyond these molecules Do not match well with criteria compatibility given narrow therapeutic index of both molecules and little tolerance to variability   Continue to explore strategic alternatives for Insulin and Heparin   Continue to work with the technology and both molecules with selected resources

Pipeline Continues To Build With Strength 12   Novartis Osteoporosis (Phase III) Study start February 2007 Enrollment almost completed   Novartis Osteoarthritis (Phase III) Study 1 start May 2007 Full enrollment mid-year 2008 Study 2 start May/June 2008 Full enrollment Q2 09

Pipeline Continues To Build With Strength 13   PTH and Growth Hormone (Phase I) Novartis projects continuing   GLP-1/PYY (Phase I) First study to be published mid-year Second study results expected this quarter

Pipeline Continues To Build With Strength 14   Acyclovir (Phase I) Demonstration of significantly improved bioavailability Discussion on potential next studies ongoing   Gallium (Phase I) Genta partnership Proof of concept initiated September 2007 Data to be presented June 2008 Development plan continues for oral formulation

Pipeline Continues To Build With Strength 15   Pre-clinical Multiple projects ongoing Partnered and non-partnered Will be fundamental for the company in either case

Vitamin B12 16   The purpose behind developing B12 was not to become a B12 company, but to bring the technology to the market as soon as possible The pipeline and partnerships are much more than B12 B12 is a poorly absorbed molecule that is a food, injected over 40 million times because of poor absorption of oral formulation. Enter eligen ®

Vitamin B12 17   Pre-clinical and clinical development Two animal studies, one species, higher doses and physiological doses   Excellent results One animal study, second species   Excellent results Human clinical to determine bioavailability Q3 2008

Vitamin B12 18   B12 Market Segments (existing) Food fortification (lower doses) Nutritional supplement (at or well above RDA requirement) Injection (aggressive higher doses)   B12 Market Segment Access Potential Food fortification (GRAS) Nutritional supplement (NDI) Injection replacement at higher doses (Medical Food via GRAS provided only under the supervision of a physician and obtained from a pharmacy)

Vitamin B12 19   B12 Market Values Food fortification (TBD) Nutritional supplements   million tablets purchased by an estimated 5 million people Injection   40 million injections, which we estimate could equate to over 1.0 billon well absorbed, high concentration tablets

Vitamin B12 20   Commercial Access Emphasis on development and regulatory pathways and not commercial avenues to each segment   Preliminary Market Research Ongoing qualitative survey of prescribing/ recommending physicians in northeast and southeast Extremely high level of acceptance for solid oral formulation that works Preliminary information indicate significant shift in behavior

Vitamin B12 – Next Steps 21   Proceed with human clinical trial to determine bioavailability   Once determined, Emisphere could have the first oral solid formulation of B12 that provides any B12 level to a wide variety of individuals   Need to then decide on what is the required level for which individual population   Continue with plans to file the NDI during Q   Continue with plans to achieve conditional GRAS status during Q3-Q4 2008

Vitamin B12 – Next Steps 22   Continue with plans to introduce higher concentrations as Medical Food   Plan limited clinical programs to demonstrate efficacy in B12 deficient populations for replacement of injection (2008 – 2009)   Expand understanding of physician needs and intent to recommend/prescribe via quantitative survey and other market research   Continue with identification of other potential eligen ® nutrients

Partnerships and Ongoing Cash Concerns 23   Closing high-value partnerships requires demonstration of value with technology in proof of principle in animals (minimum)   Targeting two for mid-year   Would help alleviate cash concern   Would allow room to continue to develop B12 and commercialize technology, driving value

Partnerships and Ongoing Cash Concerns 24   Drafts are a result of months of discussion and data generation   Ongoing discussion with multiple companies about numerous projects   If we needed to finance, concerns about a ratchet provision. No ratchet if we go at market, and if that is not possible, then there is a $10 million exemption which we could use   Our goal is to now move several steps forward and begin to drive value

Conclusion 25   We said we would assess the technology and we now have a sound understanding of this area along with compatibility and criteria for molecule selection   We said we would assess the organization and we have and reorganized under a new management team   We said we would eliminate distractions and, for the most part, we have   We said we would get a grip on costs and we have, reducing the burn rate by at least 34% at present

Conclusion 26   We said we would drive value through commercialization and high-value partnerships, and where it superficially appears we have taken a few steps back, in fact, the cornerstones for achieving the above have been set   We said we would bring in high value partnerships, and I believe we will Unfortunately, there was little in place to attract high-value partnerships only 12 months ago, and that has been rectified   We are intending to commercialize the technology and we believe we have a real potential avenue with B12, but we need to complete the development

Conclusion 27   Commercializing the technology will begin to change the landscape for the company and how people view Emisphere and eligen ®   We said we would bring a new message forward on the new emerging Emisphere, and we are doing that. We are increasing our presence in the financial community and the general public in a positive manner   A substantial effort is ongoing to drive value and to establish an organization that can grow and thrive with the correct infrastructure

Thank You 28   Much has taken place at Emisphere. There has not only been an increase in activity, but also a tremendous increase in productivity. I believe over the next 6 months that you are going to begin to see some of the benefits of this productivity and value creation. Emisphere and eligen ® should begin to emerge as the standard in the drug delivery field