Notes to the Financial Statements 2006

1. Accounting principles

The financial statements of Actelion Ltd have been prepared in accordance with the accounting principles as prescribed by Swiss Company Law.

2. Material investments

3. Share capital

At December 31, 2006, the issued share capital amounts to CHF 57,389,710 and consists of 22,955,884 common shares (including 55,697 treasury shares) with a nominal value of CHF 2.50 each. The shares are registered and fully paid-up. Each share is entitled to one vote.

4. Conditional capital

Since inception the Company has created conditional capital for the establishment of stock option plans, convertible bonds as well as for the potential issuance of shares in connection with certain credit facilities. At December 31, 2006, the Company has conditional capital of CHF 18.6 million.

5. Authorized capital

The Annual General Meeting of April 14, 2005 authorized an increase in share capital to be used for strategic purposes. The Board of Directors is authorized to increase until April 14, 2007 the share capital to an amount of not more than CHF 27.5 million by issuance of not more than 11 million fully paid-in registered shares with a nominal value of CHF 2.50 per share. No modifications or additions were proposed on the Annual General Meeting of April 10, 2006.

6. Treasury shares

At December 31, 2006, the Company held 55,697 treasury shares, which were acquired at an average price of CHF 199.62. In the course of the year, the Company acquired 52,000 of treasury shares at an average price of CHF 208.45. During 2006, members of the Board of Directors received 2,500 treasury shares at an average price of CHF 75.41 as compensation. The treasury shares are considered as long-term investment and therefore valued at cost.

7. Long-term derivative instrument

In connection with the 2006 convertible bond, Actelion Ltd used a portion of the proceeds to purchase call spread options on their own shares from an international financial institution to mitigate the exposure to potential dilution from conversion of the 2006 convertible bond. The total premium paid was CHF 20,562,000, which has been recorded as a long-term derivative instrument.

8. Guarantees

In November 2006, Actelion Finance SCA issued a CHF 460 million convertible bond (the "Bond"). Under the guarantee agreement signed on November 22, 2006, Actelion Ltd unconditionally guarantees the due payment of the amounts payable by Actelion Finance SCA pursuant to the terms of the Bond, or, upon conversion of the Bond, the due delivery of the shares and/or cash payment for fractions.

In 2006, Actelion Ltd has issued a first demand guarantee of up to USD 1,184,178 to Deutsche Bank Mortgage Capital, USA, for securing the rent obligations of Actelion Clinical Operations, USA.

In 2005, Actelion Ltd issued a stand-by letter of credit of JPY 39,571,200 for securing office rent obligations of Actelion Pharmaceuticals Japan Ltd.

In 2004, Actelion Ltd has issued a stand-by letter of credit of JPY 90,000,000 for securing the rent obligations of Actelion Pharmaceuticals Japan Ltd.

In October 2003, Actelion Finance SCA issued a CHF 143.8 million convertible bond (the "Bond"). Under the guarantee agreement signed on October 15, 2003, Actelion Ltd unconditionally guarantees the due payment of the amounts payable by Actelion Finance SCA pursuant to the terms of the Bond, or, upon conversion of the Bond, the due delivery of the shares and/or cash payment for fractions.

In 2003, Actelion Ltd has issued a first demand guarantee of up to EUR 1,100,000 to Deutsche Bank for their credit facility with Actelion Pharmaceuticals Germany GmbH.

In addition, as of December 31, 2006, other guarantees in the amount of CHF 467,421 exist.

The Company belongs to the Swiss value-added tax (VAT) group of Actelion Pharmaceuticals Ltd, and thus carries joint liability to the Swiss federal tax authority for value-added tax.

9. Significant shareholders

According to the information available to the Board of Directors the following shareholders held a significant percentage of shares: *No individual has a holding exceeding 5 %

10. Proposed appropriation of available earnings