Integration of Eisai’s
Gastrointestinal Disease Businessand AJINOMOTO PHARMACEUTICALS-Aiming to become Japan’s Largest
Gastrointestinal Specialty PharmaOctober 15, 2015
Eisai Co., Ltd.
Ajinomoto Co., Inc.

Forward-Looking Statements and Risk Factors
 Any numerical targets contained in these materials represent medium-term strategies,
future direction and vision, and are not official business forecasts. For official business
forecasts, please refer to the upcoming financial results disclosure based on the regulationsof the Tokyo Stock Exchange.
 Materials and information contained in this presentation include “forward-lookingstatements.” These statements are based on current expectations, forecasts, estimates,
business goals and assumptions that are subject to risks and uncertainties, which could
cause actual outcomes and results to differ materially from this presentation.
 These risks and uncertainties include general industry and market conditions, and generaldomestic and international economic conditions such as interest rate and currency
exchange fluctuations. In particular, there are risks and uncertainties relating to products inparticular. The risks relating to products include, but are not limited to, technologicaladvances, acquisition of licenses by competitors, conclusion of clinical trials, fears andcomplaints relating to safety and efficacy of products, length of assessment and time toreceive approval from regulatory authorities, domestic and global insurance reform, moves
to reduce managed care and health management costs, Government legislation that canimpact domestic and international business, as well as challenges relating to new drug
development.
 Additionally, there are also production and marketing risks relating to approved products
including, but not limited to, insufficient capacity for production to meet demand, difficulties
in obtaining raw materials and lack of reception in markets. Even if the situation arises inwhich it is preferable to alter or revise forecasts in light of new information, future events orother factors, there is no intention or obligation to do so.
1AgendaI. About the new integrated company
1. Aiming to become Japan’s largest gastrointestinal specialty
pharma2. Scheme and outline of the new integrated company
3. Purpose of integration
4. Product lineup of EA Pharma Co., Ltd. (“EA Pharma”)
5. Pipeline of EA Pharma
6. Synergies of integration
II. Purpose of integration for Ajinomoto Co., Inc. (“Ajinomoto Co.”)
1. Positioning of the pharmaceuticals business
2. Purpose of integration

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I. About the new integrated company

1. Aiming to become Japan’s largest
gastrointestinal specialty pharma
New integrated company EA Pharma
Eisai Co., Ltd. (“Eisai”)
A wealth of knowledge, experience andnetworks as well as powerful products andpipeline based on 60 years of drug discovery
and information provision in the field ofgastrointestinal disease×AJINOMOTO PHARMACEUTICALSCO., LTD.
(“AJINOMOTO PHARMACEUTICALS”)

A unique product lineup and pipeline based on
proprietary AminoScience technologies, focusing
on the field of gastrointestinal disease－Field of gastrointestinal disease－
Not only has there been an increase in the incidence of gastrointestinal diseases due topopulation aging, there has also been a sharp increase in the incidence of intractable
autoimmune diseases such as Crohn's disease and ulcerative colitis among the younger
population who experience issues of lifestyle changes and increasing social stress, leading
to the existence of persistent unmet medical needs.

From research and development through to sales, fulfill contribution to patients as
a gastrointestinal disease specialty pharma providing a wide range of solutions toaddress unmet medical needs in the field of gastrointestinal disease, and realize
human health care (hhc)3

I. About the new integrated company

2. Scheme of the new integrated company<Current situation>

Eisai<From April 1, 2016 (scheduled)>

Ajinomoto Co.

100%
Gastrointestinal
disease business

Eisai

Ajinomoto Co.

40%

60%

AJINOMOTO
PHARMACEUTICALSEA Pharma
Gastrointestinal diseasebusiness••AJINOMOTO＋ PHARMACEUTICALS•The gastrointestinal disease business of Eisai and AJINOMOTOPHARMACEUTICALS, a 100% wholly-owned subsidiary of Ajinomoto Co., will
be integrated•Eisai will hold 60% of the shares in the new integrated company, while Ajinomoto
Co. will hold the remaining 40% for the realization of sustained growth

Eisai’s gastrointestinal disease business will be split off and succeeded by AJINOMOTO PHARMACEUTICALS via an absorption-type company split
As consideration for the absorption-type company split, AJINOMOTO PHARMACEUTICALS will allocate 6,000 ordinary shares of AJINOMOTO PHARMACEUTICALS to Eisai. As a result,
Eisai will hold 60% of the new integrated company’s total stock issued.
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I. About the new integrated company

2. Outline of the new integrated company
1. Company name: EA Pharma Co., Ltd.
2. Date of establishment: April 1, 2016 (scheduled)
3. Major shareholders: Eisai 60％, Ajinomoto Co. 40％
4. Capital: JPY 4,650 million
5. Representatives:
Chairman of the Board: Takashi Nagamachi(currently Representative Director, President and CEO at AJINOMOTO PHARMACEUTICALS)
Representative Director and President: Hajime Shimizu(currently Representative Corporate Officer at Eisai)
Executive Vice President: Kenji Matsumae(currently Corporate Officer at Eisai)Managing Director: Akira Shinji(currently Director and Managing Corporate Officer at AJINOMOTO PHARMACEUTICALS)
Director (part-time): Hideki Hayashi(currently Representative Corporate Officer at Eisai)

6. Number of employees: Approximately 1,250

5I. About the new integrated company

3. Purpose of integration
1. Provide a wide range of solutions and information througha robust product lineupLeveraging a product lineup that comprehensively covers the upper and lower
digestive tract as well as the liver and pancreas, provide a wide range ofsolutions as well as highly specialized information.

2. Enhance and widen the product pipeline for sustained
new drug discovery
By enhancing the pipeline specializing in the field of gastrointestinal disease as
well as integration of knowledge and experience of the two companies,
continuously discover innovative new medicines that fulfill unmet medical
needs.

3. Strengthen competitiveness through creation ofintegration synergies

In the field of gastrointestinal disease which has significant unmet medicalneeds, autonomously secure appropriate resources for development ofinnovative new medicines and realize sustained contribution to patients6I. About the new integrated company

4. Product Lineup of EA Pharma
A product lineup that comprehensively covers the upper andlower digestive tract, liver and pancreas at multiple stages
Esophagus, stomach,
duodenum

Liver, pancreas

Pariet®

LIVACT®

Proton pump inhibitor

Selbex®
Gastritis / gastric ulcer treatment

Other jointly marketed products
for gastrointestinal diseases*
Other jointly marketed productsfor gastrointestinal diseases*

Branched-chain amino acid formulafor hepatic diseases

Small/large intestine

NIFLEC®
Orally administered bowel-cleansing
agentHEPAN ED®

Elemental diet for hepatic failure

Other jointly marketed products
for gastrointestinal diseases*

ELENTAL®

MOVIPREP®

Oral cleansing solution for intestine

Elemental dietEisai*For other gastrointestinal disease products that are jointly marketed by Eisai or AJINOMOTO PHARMACEUTICALS withpartners in Japan, these products will either be transferred to the new integrated company or retained after receiving
consent from the partner companies.

AJINOMOTOPHARMACEUTICALS

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I. About the new integrated company

5. Pipeline of EA Pharma
Consistent launch of innovative new medicines in thefield of gastrointestinal disease
Phase IPhase IIUpper
digestive
tract

Phase III

Other gastrointestinal disease
pipeline products*

E3810 (rabeprazole)
Refractory reflux esophagitis
maintenance therapy

AJM300E6011
Lower
digestive
tract

Ulcerative colitis

Crohn’s disease(anti-fractalkine antibody)

AJG533Chronic constipation
Other gastrointestinal disease
pipeline products*

Other gastrointestinal disease
pipeline products*

MOVICOL®
Chronic constipation

Eisai*For other gastrointestinal disease products that are jointly marketed by Eisai or AJINOMOTO PHARMACEUTICALS withpartners in Japan, these products will either be transferred to the new integrated company or retained after receiving
consent from the partner companies.

AJINOMOTO
PHARMACEUTICALS

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I. About the new integrated company

6. Synergies of integration
Research and Development••Enhance and widen the product pipeline for gastrointestinal
disease field
Strengthen clinical development ability and improve probabilityof success by combining human resources, know-how andnetworks

Production and Logistics•Strengthening and optimization of production functions

Information/ Solutions•Gastrointestinal •disease•business

Increase commitment to patients through specialization in the fieldof gastrointestinal disease and cooperation between MRs of bothcompanies (sharing know-how, etc.)
Fusion and strengthening of both companies’ networks
AJINOMOTO
Strengthen key account management
PHARMACEUTICALSGlobal Expansion•Focusing on Asia, Eisai’s infrastructure can be effectively leveraged tomaximize value for patientsBusiness Development•Maximize business development opportunities as one of Japan’s largest
gastrointestinal specialty pharmas9II. Purpose of integration for Ajinomoto Co.

1. Positioning of the pharmaceuticals business
1. History of the Ajinomoto Group’s involvement in thepharmaceuticals business• Since the 1981 launch of the pharmaceutical product ELENTAL® featuring amino acid as its
primary component, the Ajinomoto Group has developed and launched several products
revolving around amino acids for clinical nutrition, lifestyle-related disease and the field ofgastrointestinal disease• Especially in the field of gastrointestinal disease, the Ajinomoto Group has developed andlaunched unique products that set it apart from other pharmaceutical manufacturers

2. Contribution and purpose of the pharmaceuticals business to theAjinomoto Group• Contributes to sales and profit as a gateway to intensive application of AminoSciencetechnology• Working on solutions to unmet medical needs of patients and healthcare experts contributes
to increased confidence from society• Contributes toward access to cutting-edge technology via a strong relationship with medical
academia• Related expertise (safety assessment etc.) and specialized pharmaceuticals business
function contribute to other businesses

3. The pharmaceuticals business for the Ajinomoto Group in thefuture• Proactively seek future growth opportunities in similar fields such as healthcare (regenerativemedicine materials, biopharmaceutical CDMO*, etc.) and high-level advanced biomaterials*Contract Development and Manufacturing Organization10

II. Purpose of integration for Ajinomoto Co.

2. Purpose of integration
1. Strengthen business structure• As a part of the 2014-2016 medium-term plan which features FIT (business structurereform) as a key theme, work to strengthen the business structure through integration
with external partners and grow toward becoming a genuine global specialty company

2. Further growth of the Ajinomoto Group’s specialty pharmabusiness• By adding Eisai’s distinguished products to AJINOMOTO PHARMACEUTICALS’promising pipeline and domestic sales platform, increase the prospects of sustained
growth as a gastrointestinal specialty pharma

AJINOMOTO PHARMACEUTICALS’ assets and know-how will betransferred to the new integrated company in order to establish Japan’slargest gastrointestinal specialty pharma, which enables the realizationof further contribution to society
11Reference materials

Outline of AJINOMOTO PHARMACEUTICALS CO., LTD.
1. Location:

2-1-1, Irifune, Chuo-ku, Tokyo, Japan

2. Inauguration:

April 1, 2010

3. Major shareholders:

Ajinomoto Co., Inc. (100%)

4. Capital:

JPY 4,650 million

5. Representative:

Representative Director, President and CEO
Takashi Nagamachi

6. Scope of business:

Research and development, manufacturing,sales of pharmaceuticals

7. Number of employees: 1,089 (as of October 1, 2015)
8. Major business sites:

8 branches in Japan, 1 plant (Fukushima),
1 laboratory (Kanagawa)13

Outline of Eisai’s business to be split off
The portion of the business being split off via the absorption-type split are
the domestic marketing and R&D functions of Eisai’s gastrointestinal
disease business1. Products and pipeline products to be transferred to the succeeding company:
Product/
pipeline product

Explanation

Development stage

Transfer/
consent

ParietProton pump inhibitor (PPI)

Launched

MarketingrightsSelbex

Gastritis / gastric ulcer treatment

Launched

MarketingrightsE3810(rabeprazole)

Maintenance therapy for refractory Phase III in JapanDevelopment(scheduled for submission in rights
reflux esophagitis
fiscal 2016)

E6011

Crohn’s disease (anti-fractalkineantibody)

Phase I/II in Japan

Development
rightsIn addition to the above, for other gastrointestinal disease products that are being jointly marketed ordeveloped by Eisai with partners in Japan, these products will be transferred to the new company after
receiving consent from the partner companies

2. Staff scheduled to be seconded to the succeeding company:
Approximately 180 employees from the domestic sales department, clinical development
department, administration department and others will be seconded to the succeedingcompany

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Eisai’s gastrointestinal disease businessassets
1. Potent product lineup
ParietRabecure Pack
Rabefine Pack
SelbexGlycyron
Stronger Neo-Minophagen C
LipaCreon Glucagon G Novo
2. Promising pipeline

E3810 (expanded indication for Pariet, Phase III in Japan)
E6011 (anti-fractalkine antibody [Crohn’s disease], Phase I/II in Japan)
E3710 (proton pump inhibitor, Phase I/II in Japan)
E6007 (integrin activation inhibitor, Phase I in Japan)
3. Wealth of knowledge, experience and networks
A wealth of knowledge, experience and networks gained from 60 years of drug
discovery and information provision in the field of gastrointestinal disease•Included in the above, gastrointestinal disease products that are being jointly marketed or developed by Eisai with partners in Japan may betransferred to the new company after receiving consent from the partner companies•Regarding E3710, exclusive rights to develop and co-promote, as well as the non-exclusive right to manufacture E3710 in Japan have already been
15
granted to Zeria Pharmaceuticals Co., Ltd.