NON-CONFIDENTIAL

Acquisition of Idorsia’s Pharmaceuticals Businessin Japan and APAC (ex-China)
Combining a synergistic clinical development capability and profitable commercial
operation with a world-class GPCR-targeted drug discovery business
July 2023 | Sosei Group Corporation (TSE:4565)

Disclaimer
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© Sosei Group Corporation. Sosei Heptares is the corporate brand and trademark of Sosei Group Corporation. Sosei, Heptares, the logo and StaR® are trademarks of Sosei Group companies.

2

Accelerating Our Mission

Now delivering life-changing medicines to patients

Japan
Korea

INVESTING IN WORLD-LEADING SCIENCE…

GPCR-Targeted Research &Drug Discovery Platforms…TO DELIVER LIFE-CHANGING MEDICINESMISSION

Experienced Clinical Development &Profitable Commercial Operations+ APAC (ex-China)

Combining our leading GPCR drug discovery platform with one ofJapan’s world-class clinical development and profitable commercial operations

Accelerating our transformation into a fully integrated biopharma company
committed to helping patients in Japan and across the APAC region.

3

Transaction Overview

Fully funded by existing cash and a new long-term, low-rate corporate loan
TRANSACTION FUNDINGACQUIRED LEGAL ENTITIES2PORTFOLIO OF CATALYST RICH PRODUCTS| Cerebral vasospasm associated with aSAH3Idorsia Pharmaceuticals Japan (IPJ)
New Long-Term
Corporate Loan
(Mizuho Bank)
Purchase Price~JPY 65

JPY 40 BN

BN1

Established: 26 March 2018
Number of Employees: 130
Office Locations: Tokyo, Osaka

Acquired Shareholding: 100%

Established: 7 July 2022

JPY 25 BN

Commercially available in Japan; launched (Apr-22)
NHI Sales: JPY 7.5 BN (FY22A); JPY 13.3 BN (FY23E)
Included in stroke treatment guidelines (Q3 23)~6,500 patients treated to date and growing| Insomnia

Idorsia Pharmaceuticals Korea (IPK)

Existing Cash

•
•
•
•

Number of Employees: 5
Office Location: Seoul

Acquired Shareholding: 100%

•
•
•
•

FDA & EMA approved; Positive Ph 3 Japan data (Oct-22)
J-NDA filing (Q4 23) and NHI Pricing/Launch (Q4 24)
Co-promotion with Mochida
Right to receive all future milestones from Mochida

Plus, up to 7 other clinical programs from Idorsia’s global
development pipeline via exclusive opt-ins4 & ROFN/ROFR5

Cash Flow positive transaction brings a portfolio of life-changing medicines and late-stage clinical programs.
Synergistic development and profitable commercial operations in Japan to serve as platform for APAC expansion.
1 Based on FX rate 1 CHF = 163 JPY as at 19 July 2023. 2 As of 1 July 2023. 3 Aneurysmal Subarachnoid Hemorrhage 4 Exclusive opt-in rights for Cenerimod (Ph 3) and Lucerastat (Ph 3); 5 Right of First Negotiation / Rightof First Refusal for Selatogrel, ACT-1004-1239, ACT-1014-6470, IDOR-1117-2520, ACT-777991

4

1Transaction Rationale
Chris Cargill, CEO5

Investment Highlights

World-class drug development capability with profitable commercial operations

P

Accelerating our mission by adding experienced clinical development capability and profitable commercial
operations in Japan, with a lean model for sales and marketing, and the ability to scale and create further value

P

Securing and expanding our future pipeline with two major products, PIVLAZ® and daridorexant, exclusive opt-ins
for cenerimod and lucerastat, and selected rights to up to five additional programs from Idorsia’s global pipeline

P

Bringing a highly skilled team with proven track record of excellence, led by Dr. Satoshi Tanaka who has directed
several J-NDA (Japan) and MFDS (South Korea) approvals and successful commercial launches over the past 20 years

P

Leveraging Japan’s high quality clinical environment to target underserved, speciality disease areas; and providing
the platform to expand across broader APAC regions and extend product launches

Accelerating our mission to deliver life-changing medicines to patients by securing and expanding our future pipeline

6Profitable and Fast-Growing Commercial Operations

Lean sales and marketing model with leverage from digital engagement and contract sales force
PEER PROFITABILITY RATIOS (EBIT/SALES %)2

CURRENT COMMERCIAL ACTIVITIES IN JAPAN1•

FY 2022

FY 2023 (E) % Growth

JPY million

ACTUALFORECAST

YOY

Reported Gross Sales

6,652

12,81893%

Expenses(8,582)(9,957)-EBIT(1,930)

2,861

N/A

6%

10%

Commercial strategy focused on high impact medical affairs
activities, and a lean team of internal specialist MSLs and MRs•

Model leverages digital engagement and contract sales force•

Sales per MR expected to be JPY 220m+ in 2023 – comparing
favorably with the industry average of JPY200m

•

22%

IPJ

Strong profitability ratio for a single product in only its first fullyear post commercial launch

9%
9%

9%
0

5

10

15

20

Lean commercial strategy expected to be highly synergistic with our discovery platforms and existing in-house programs
1These financials relate to Idorsia Pharmaceuticals Japan Ltd. only, excluding any intercompany transactions with Idorsia Ltd. Reported Gross Sales in FY2023 includes expected milestone income 2 Idorsia Japan

based on 2023 forecast. Peers based on 2022 actual results as disclosed in company filings

725

Securing and Expanding Our Future In-House Pipeline

Adds two major life-changing medicines; plus, rights for up to seven additional programs
Discovery

15+ IN-HOUSE
PROGRAMS

Preclinical

Phase 1

Phase 2Phase 3P

HTL’732

HTL’149

ACT-1004-1239**

EP4 antagonist
Advanced solid tumors

GPR52 agonist
Schizophrenia

ACKR3/CXCR7 ant. APAC*
Multiple sclerosis

EP4 agonist

ACT-1014-6470**

Inflammatory Bowel Disease

C5aR1 antagonist APAC*
Immune-mediated disorders

M1 agonist
Neurology

P
ROFR / ROFN

P

Daridorexant

Cenerimod

APAC*
Undisclosed
Immune-mediated disorders

GCS inhibitor
Fabry disease

CXCR3 antagonist
Recent-onset T1D

APAC*

APAC*

Selatogrel**

APAC*

APAC*

P
P
P

P2Y12 antagonist
Suspected acute myocardial
infarction

Over JPY35 billion in peak sales potential from two products, PIVLAZ® and daridorexant*APAC (ex-China) territory includes Japan, South Korea, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam** Global Studies Phase. ROFR = Right of First Refusal / ROFN = Right of First Negotiation in the APAC (ex-China) territory for Selatogrel, ACT-1004-1239, ACT-1014-6470, IDOR-1117-2520, ACT-777991

8

PIVLAZ®
ETAR antagonist
Cerebral vasospasm

S1P1R modulator
SLE

Lucerastat

P

P

APAC*

DORA
Insomnia (Q4 23 Filing)

IDOR-1117-2520**

ACT-777991**

Commercial

Exclusive
opt-in right

P
APAC*

Securing and Expanding Our Future In-House Pipeline (cont’d)
Now with three sources of innovation to deliver life-changing medicines to patients
Sources of innovation

2
Idorsia’s Global
Pipeline

3
External Partners
via Licensing

JAPAN & APAC (ex-CHINA)GLOBAL

1

Late Development

Early Development

Commercial

Out-Licensing

P

Global Partners
Specialty care/Orphan indication
Bridging Study(Sales by IPJ/IPK)

Focusing on facilities with >200 beds withindication for specialty care; orPPrimary care/non-Orphan indication P(Sales consignment or Co-promotion)

Utilize Local partners

Accelerating our mission to deliver life-changing medicines to patients by securing a pipeline of wholly-owned products

9PHighly Skilled Team With Proven Track Record Of Excellence
Dr. Satoshi Tanaka to lead new Japan/APAC Pharma Business and become an
Executive Officer of Sosei GroupJ-NDA APPROVAL & COMMERCIAL TRACK RECORD1
Expansion to Digital Ulcers and Pediatric PAH(JPY billion)

28.1

30

26.0

Expansion to Class II

22.5
20

18.3
Tracleer® 62.5mg
The world`s first oral
medication for PAH

12.0
9.6

10

7.2
4.5

20.2
Tracleer® 32mg

15.4
BRAZAVES®

Epoprostenol ACT

CAREER BIOGRAPHY

34.0

Opsumit®
Uptravi®

Nov. 1990

Senior Product Manager, International Medicine andMarketing, Knoll AG, Germany

Apr. 1992

International Project Manager, Research &Development, Research Planning & Coordination,
Knoll AG, Germany

Apr. 1994

President, Knoll Japan (BASF Pharma Japan)

Apr. 2000

President, Haarmann, Hemmelrath & Partner (Japan)

Oct. 2001

President, Actelion Pharmaceuticals Japan
Chairman, Actelion Pharmaceuticals Korea

Mar. 2018 President, Idorsia Pharmaceuticals Japan

1.1

Chairman, Idorsia Pharmaceuticals Korea

02005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Dr. Satoshi Tanaka and team have an unparalleled track record,having successfully launched seven commercial products over the past two decades.
Note: 1 Sales values from Actelion Japan, during the period Dr. Tanaka was President of Japan and South Korea businesses

10Leveraging Japan’s Quality Clinical Environment

Japan will serve as our base to expand across APAC markets and to extend product launches
Established market with strong volumes
Second largest pharma
market (excl. China)

Universal health care system
Relatively weak incumbents

580

2021, Billion USD

Attractive market for newcomers

85

Large, ageing population

169

200

65

42

0
U.S.

APAC*

China

Japan Germany France

One of the fastest growing pharma regions globally
Second highest growth
pharma market

10.0%

Stable, pro-innovation market

8.5%

2019-2027, CAGR(%)
7.0%

6.0%

5.5%

5.0%

4.0%

0.0%
Latin
America

APAC

Africa & Europe
Middle East

North
America

Significant population growth
Developing GDP/economies

Attractive market for newcomers
Large, ageing population
Accessible via other regulatory approvals

Source: IQVIA Market Prognosis, Sep 2022; IQVIA Institute, Nov 2022.
*APAC (ex-China) territory includes South Korea, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam

11

JAPAN

2
Product portfolio
Satoshi Tanaka, President of IPJ/IPK

12

Strong And Attractive Fundamentals

Robust product portfolio with innovative clinical development and commercial capabilities
1

Top-Tier Portfolio of Medicines and Programs with Excellent Potential
RobustProduct/
Pipeline

2

1+ 5 ROFR/ROFN
programs

Highly Skilled Team with a Proven Track Record of Excellence

StrongOrganization

3

•

•

Experienced team created innovative local Phase 3 trials in Japan for PIVLAZ® to address clear unmet need andopportunity
Leverage in-depth knowledge and expertise across the newly combined Sosei Heptares pipeline, supplemented bybusiness development and in-licensing opportunities

Synergy with In-House Programs, plus a Lean Sales Model for Japan and APAC Expansion
Platform
Synergy•••

Creates in-house program synergies across the combined Sosei Heptares pipeline
Enhances operational agility by bringing a lean sales model that can leverage scalable commercial infrastructure
Established platform to expand into Asia-Pacific region (ex-China), as well as take on new in-licensing opportunities
to be developed for the region

1 Including rights to receive future milestones from Mochida

13

Cenerimod
Lucerastat

PIVLAZ® – Commercially Available (Launched Japan in 2022)
Strong uptake since launch and growing number of patients treated

Cumulative Patients Treated Since Launch

PIVLAZ® (clazosentan) is a fast-acting, selective
endothelin A (ETA) receptor antagonist for theprevention of cerebral vasospasm (CV) after
aneurysmal subarachnoid hemorrhage (aSAH)•••

aSAH is a condition involving sudden life-threatening
bleeding in the brain, and requires rapid medical
treatment
Japan and South Korea have two of the highest
incidence rates of aSAH in the world, at least twice ashigh as in many countries in the world
Market exclusivity until 2030 (Japan) and 2029 (South
Korea)~300%(2Q YoY )

~500
2Q22

(JPY million)

~1600
3Q22

4Q22

1Q23

+76%

5,000

0

Inclusion of PIVLAZ® in Japanese treatment guidelines was confirmed in Q3 2023.
Further increases in uptake are expected to strengthen the already successful launch.

14

13,260

7,540

2022

Source: Company data

2Q23

PIVLAZ® Sales (NHI basis)

15,00010,000

~3100

~6500

~4700

2023 (F)PIVLAZ® – Japan Specific Registration Program
Positive top-line results

RESULTS OF TWO PIVOTAL PHASE 3 STUDIES IN JAPAN1•••PIVLAZ® (clazosentan) demonstrated significant reduction ofvasospasm-related morbidity and all-cause mortality inpatients following aSAH (primary endpoint)

COILING STUDY
Event rate (%)

40

Encouraging positive trends were observed on long-term
measures of clinical outcome (GOSE and mRS) at week 12

10

There were no unexpected safety findings•

Results published in the Journal of Neurosurgery: Endo H, et al.
April 01, 2022; DOI: 10.3171/2022.2.JNS212914

p=0.0001

50

Clazosentan showed a numerical reduction of all-cause
morbidity and mortality in both studies. The effect ofclazosentan on this endpoint was significant (p<0.05) in a preplanned pooled analysis•

CLIPPING STUDY

30

28.8

20

0

39.6

p=0.0055

16.2

13.6

Placebo(n=111)

Clazosentan
10mg/h(n=103)

Placebo(n=106)

Clazosentan
10mg/h(n=105)PIVLAZ® significantly reduced vasospasm-related morbidity and all-cause morbidity and mortality in domestic Phase 3 trials.
It is a highly impactful medicine used to prevent death and disability after aSAH.

15

Note: 1 Two prospective, multicenter, double-blind, randomized, placebo-controlled, pivotal Phase 3 studies assessing the efficacy and safety of clazosentan in reducing vasospasm-related morbidity and allcause mortality events in adult Japanese patients post-aSAH, were conducted in parallel in 57 neuro surgical centers in Japan. Patients were randomized 1:1 to receive continuous infusion of either 10 mg/hr ofclazosentan or placebo within 48 hours of the onset of aSAH for up to a cumulative maximum of 15 days after aSAH. Protocols were identical, each study enrolling 221 patients, except for the securing
intervention, which was either endovascular coiling (JapicCTI-163369; the “coiling study”) or surgical clipping (JapicCTI-163368; the “clipping study”)

Daridorexant – Best-In-Class Drug With 2H 2023 J-NDA Filing
Expected to launch 2H 2024

Daridorexant is a dual orexin receptor antagonist(DORA) that selectively blocks the binding of
the wake-promoting neuropeptides for thetreatment of chronic insomnia•••

Approved in the US, Europe, Canada (2022) – marketed as
QUVIVIQ®; Positive results in Japan Phase 3 trial reported in Oct
2022, and NDA filing expected 2H 2023
Insomnia is highly prevalent in Japan and South Korea and mostdiagnosed patients are receiving pharmacological treatment
DORA class is growing rapidly as safer alternatives tobenzodiazepines and the “Z-drugs” (e.g., zolpidem) are highly
sought•Market exclusivity until 2038 (Japan and South Korea)•

Co-Promotion with Mochida; all milestones after transaction from
Mochida are payable to Sosei Heptares(JPY BN)80

60

DORA class sales in Japan (NHI basis)
17%

DORA market share
Belsomra
Dayvigo

14%
45

9%

29

35
6%

33

4%

20
1%
0

57

12%

40

2

9

14

21

28

33

28
11

1
1
2014 2015 2016 2017 2018 2019 2020 2021 2022

Daridorexant is a best-in-class medicine for insomnia, and well positioned to meet the unmet needs of patientswith sleep disorders in Japan and APAC (ex-China).
Source: Encise, IQVIA

16

19%

QUVIVIQ® – Global And Japan-Specific Program

Positive Japanese Phase 3 study; in-line with US study as published in The Lancet1
RESULTS OF GLOBAL AND JAPANESE PIVOTAL TRIALS1

•

•
•

•

WAKE AFTER SLEEP ONSET (WASO)

A Japanese Phase 3 trial1 in 490 adult and elderly patients met
both primary and secondary efficacy endpoints, with similar
results to the global study published in Lancet Neurology
Daridorexant significantly improved total sleep time (sTST,
p<0.001 for 50 mg dose) and significantly improved latency tosleep onset (sLSO, p<0.001 for 50 mg) v placebo at 28 days
The rate of adverse events was comparable between placeboand daridorexant
In the global trial, daridorexant also demonstrated significant
improvement in daytime sleepiness, which means patients
reported feeling less mentally and physically tired, less sleepy
and more energetic during the day

Submission to the PMDA based on the global and Japanese datais planned for 2H 2023

Month 1

Mean of observed values (min)•TWO PRIMARY ENDPOINTS FULLY MET IN GLOBAL PHASE 3 TRIALLATENCY TO PERSISTENT SLEEP (LPS)Month 3Month 1Month 3

-6.2
-11.1
-19.1
-18.4

-23.1
-23.0

-28.2

p<0.0001

-31.2
-29.0

p<0.0001

p<0.0001 -29.4

P=0.0005

p<0.0001

p<0.0001
Placebo

25mg

-30.7
-34.8

P=0.0015
p<0.0001

50mg

Daridorexant significantly improves wake after sleep onset, latency to persistent sleep, subjective total sleep time,and next-day sleepiness/daytime functioning (as measured by IDSIQ sleepiness domain) compared to placebo
Note: 1The global study published in the Lancet Neurology is Mignot E, et al. Lancet Neurol 2022; 21: 125–39. The Japanese study (JRCT2031200452) was a randomized, double-blind, placebocontrolled, Phase 3 study to investigate the efficacy and safety of daridorexant. 490 randomized adult and elderly patients (30.1% ≥ 65 years) with insomnia disorder received receive 50 or
25 mg doses of daridorexant or placebo once daily for 28 days.

17

Cenerimod and Lucerastat

Exclusive opt-in rights for two potentially exciting product opportunities
Cenerimod

Lucerastat

Indication

Systemic Lupus Erythematosus (SLE)

Indication

Fabry Disease

MoA

Selective S1P1 receptor modulator

MoA

Glucosylceramide synthase inhibitor

Stage

Global Ph3 studies ongoingStage

Number of Patients~120,000 in Japan

Major therapies*(Japan)Total Market Size : c.300 Oku JPY• Benlysta (GSK, 50~100 Oku JPY est. peak sales)• Saphnelo (AZ, 50~100 Oku JPY est. peak sales)• Plaquenil (Sanofi, ~50 Oku JPY)

• Phase 3 (MODIFY) study primary endpoint(neuropathic pain) not met, however, renal
function and echocardiography secondary
endpoints were positive• Open Label Extension (OLE) study ongoing

Number of Patients~1,000 in Japan

Major therapies*(Japan)Total Market Size : c.300 Oku JPY• Replagal (ERT, Takeda, ~140 Oku JPY)
• Fabrazyme (ERT, Sanofi, ~100 Oku JPY)
• Galafold (PCT, Amicus, ~46 Oku JPY)

Value proposition• Potential to provide a broadly-applicable oral
monotherapy option as an alternative to IV
enzyme replacement therapy (Galafold iscurrently the only available oral therapy, andapplicable to patients with certain rare
mutations)

Value proposition• Potential to be the first oral, disease-modifying
SLE therapy that acts by reducing circulating T
and B cells early in the immune cascade• S1P1 modulation is a well-establishedmechanism in other diseases, such as MS(Gilenya, Zeposia)• Broadly-applicable mechanism means potential
to expand to other autoimmune diseases

Small opt-in fee to license each program, with Sosei responsible for all development plans and future costs in the territory.
If successfully commercialized, Sosei is obligated to pay tiered single digit royalties to Idorsia for each product.
Source: *Estimate from Evaluate Pharma; JMDC; Datamonitor
ERT: Enzyme replacement therapy; PCT: Pharmacological chaperone therapy

18

Japan Is A Leading Market for Clinical Innovation And Quality
APAC countries respect Japan for its high data quality

Quality Clinical Development

Deep
understandingof disease andtreatment by
Doctors/HCPs

High quality
data fromclinical studies
through to Post
Marketing
SurveillanceHighpenetration inof patient
population
duringcommercial
phase

Quality Regulatory Environment

Quality excellent access toDoctors/HCPs who
evaluate novel drugs
Achieve strong patient
uptakeContribute to reduce drug
loss/lag for Japan patients
19

Reasonable NHI Prolongation ofprice forpatents via
reimbursement
extendedsupported byclinicalhigh quality
development
clinical trial and
PMS data

Regional
optimization
makes clinical
trials cheaperand faster to
execute3
Fully integrated biopharma
Chris Cargill, CEO

20

Sosei Group’s Structure Post-Acquisition

Now accelerating our mission and vision with 370 total employees
Sosei GroupTSE Prime Segment listed (4565-JP)
Group Operations | 46 people

Heptares Therapeutics
Cambridge | 177 staff
Research & Drug Discovery• StaR®–SBDD Platform• Drug Discovery• Translational Medicine• Early Clinical Development• Business Development

Sosei Co.
Tokyo | 12 staff

IPJ
Tokyo | 130 staff

Drug Development & Commercial Operations• Clinical Development• Regulatory Affairs• Marketing Authorisation Holder• Commercial Sales (direct and via partners)
Japan businesses to be merged post-transaction within 12 months

Note: Details as of 1 July 2023

21

IPK
Seoul | 5 staff
Drug Development• Clinical Development• Regulatory Affairs• Marketing Authorisation Holder• Commercial Sales (via partners)

Broad, Diversified and Balanced Pipeline

Pioneering novel and differentiated therapies across multiple therapeutic areas

IN-HOUSE

Pre-Discovery / Discovery

15+ PROGRAMS

Preclinical

Phase 1

Phase 2

GPR52 ag.

Daridorexant

Advanced solid tumors

Schizophrenia

Insomnia (Q4 23 Filing)EP4 ag.
Inflammatory Bowel Disease

APAC*

ROFR/ROFN for up to five additional programsfrom Idorsia’s global portfolio1

Neurology

PARTNEREDMultiple

GI

Inflammatory Diabetes
Neurology Metabolic

Ongoing technology collabs.

P

Cenerimod

APAC*

APAC*

P PIVLAZ®
Cerebral vasospasm

P

Systemic lupus erythematosus

Lucerastat

APAC*

P

SELECTED ACTIVE PIPELINE PROGRAMS
M1M4 ag. NBI’570

CCR6 ant. PF’894

Neurology

IBD

M1 ag.

Neurology

GPR35 ag.

mGlu5 NAM TMP-301

IBD

M4 ag. NBI’568

Ultibro® Breezhaler®

Schizophrenia

COPD

MC4 ant. PF’669

GLP-1 ag. PF’532

Seebri® Breezhaler®

Anorexia

T2DM/Obesity

COPD

Substance abuse

Enerzair® Breezhaler®
AsthmaCXCR4 mAb KY1051

Oravi®

Immuno-oncology

Mouth candidiasis

Building a balanced and integrated business with a commercial capability in Japan/APAC and partnering opportunities globally
Note: Seebri®, Ultibro®, Enerzair® and Breezhaler® are registered trademarks of Novartis AG.
*APAC (ex-China) territory includes Japan, South Korea, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam
1 ROFR = Right of First Refusal / ROFN = Right of First Negotiation in the APAC (ex-China) territory for Selatogrel, ACT-1004-1239, ACT-1014-6470, IDOR-1117-2520, ACT-777991

22

APAC*

Fabry disease15+ PROGRAMSMultiple

Commercial

EP4 ant. HTL’732

M1 ag.

Previous and ongoing discovery collabs.

Phase 3P

Expected News Flow

Several catalysts on-track to be achieved over the next 18 months
2H 2023
Japan

1H 2025

Included in treatment guidelines (July)Japan
Sth Korea

Approval

LaunchFilingApproval

LaunchPhase 3 start

Cenerimod

Opt-in decision

Lucerastat

Opt-in decision

Existing Pipeline Catalysts

2H 2024✓

Sth Korea
1

1H 2024

EP4 Ant
Ph 1 start

New EP4 Ag
Out-license Ph 1 start

GPR52
Ph 1b completion

Addition of PIVLAZ® and daridorexant enables control over expected news flow and catalysts
1 Milestone payment expected to be received from Mochida Pharmaceutical upon achievement of development progression

23

Investment Highlights

World-class drug development capability with profitable commercial operations

P

Accelerating our mission by adding experienced clinical development capability and profitable commercial
operations in Japan, with a lean model for sales and marketing, and the ability to scale and create further value

P

Securing and expanding our future pipeline with two major products, PIVLAZ® and daridorexant, exclusive opt-ins
for cenerimod and lucerastat, and selected rights to up to five additional programs from Idorsia’s global pipeline

P

Bringing a highly skilled team with proven track record of excellence, led by Dr. Satoshi Tanaka who has directed
several J-NDA (Japan) and MFDS (South Korea) approvals and successful commercial launches over 20 years

P

Leveraging Japan’s high quality clinical environment to target underserved, speciality disease areas; and providing
the platform to expand across broader APAC and extend product launches

Accelerating our mission to deliver life-changing medicines to patients based on world-leading science24

On Track To Achieve Our 2030 Vision

Novel medicines on the market globally, through our collaborations with partners
Commercial business in Japan, based on in-licensed and own products

Broad, deep and sustainable pipeline of programs with significant potential
Rapidly growing sales, cash flow and profits
Leading biopharmaceutical company in Japan driving innovative medicines to patients25Appendix

26

Exclusive Opt-in Rights And ROFN/ROFR1

Option to develop up to seven clinical programs for Japan and APAC (ex-China) from Idorsia

Exclusive
Opt-in Right

ROFR/ROFN1

ProgramMechanism of Action

Indication

Stage

Cenerimod

S1P1 receptor modulator

Systemic lupus erythematosus

Phase 3

Lucerastat

Glucosylceramide synthase inhibitor

Fabry disease

Phase 3Selatogrel

P2Y12 antagonist

Suspected acute myocardial infarction

Phase 3*

ACT-1004-1239

ACKR3 / CXCR7 antagonist

Multiple sclerosis and other demyelinating diseases

Phase 2*

ACT-1014-6470

C5aR1 antagonist

Immune-mediated disorders

Phase 1*IDOR-1117-2520

Undisclosed

Immune-mediated disorders

Phase 1*

ACT-777991

CXCR3 antagonist

Recent-onset Type 1 diabetes

Phase 1*

1 ROFN/ROFR - Right of first negotiation / Right of first refusal
2 Territories include Japan, South Korea, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam* Global Phase27

RegionAPAC(ex-China)2

Financial Impact

Transaction expected to be cash flow positive in the first full calendar year
Purchase Price

Key Dates

Impact on
Consolidated
Financial Results

Closing Date
20 July 2023 (JST)Purchase Price Payment Date
within a week post-closing

Impact on
FY23 Financials

Long-term corporate loan:⚫ JPY40 Bn⚫ 7 year, low-rate loan from Mizuho Bank

From existingcash:⚫ JPY25 Bn

Post-closing, financial results of the acquired entities will
be reflected in the Group’s consolidated financial results⚫ The amounts of intangible assets and goodwill arising in the consolidated balance sheet are currently under review by Management / Auditors.
⚫ Goodwill will not be amortized in accordance with IFRS standards, whilst intangible assets will be amortized over the expected sales period.
⚫ SGC's carried forward tax losses will be utilized against future taxable profits.
⚫ Post-closing, the Group will have approximately JPY42 billion cash on balance sheet.

Peak Sales (E)Mid- toLong-Term
Impact(Guidance)

JPY 35 Bn+
Peak EBITDA (E)JPY 10 Bn+
1 Based on FX rate 1 CHF = 163 JPY as at 19 July 2023

28

Transaction
Funding~JPY65 Bn1 (CHF400 Mn)⚫ Peak forecasts based on PIVLAZ® and Daridorexant performance in Japan, Korea and Taiwan only
⚫ Potential upsides to forecasts include:✓ Launch of PIVLAZ® and Daridorexant in additional APAC (ex-China) regions✓ Exercise of opt-in right and launch of Cenerimod and Lucerastat✓ Exercise of ROFR/ROFN rights and launch of up to additional five products✓ Launch of existing in-house programs, incl. GPR52 agonist and M1 agonist✓ Launch of potential other in-licensed products in the futureLocations
SOSEI GROUPPMO Hanzomon 11F

Midtown East,

F17, 410 Teheran-Ro

Steinmetz Building

North West House

2-1 Kojimachi, Chiyoda-ku

9-7-2 Akasaka Minato-ku

GangHam-Gu

Granta Park,

119 Marylebone RoadTokyo 102-0083

Tokyo 107-0052

Seoul 06192

Cambridge CB21 6DG

London NW1 5PU

Japan

Japan

South Korea

United Kingdom

United Kingdom