(Translation)

ARTICLES OF INCORPORATIONCHAPTER 1 GENERAL RULES(Corporate Name)
Article 1

The name of the Company shall be “Nxera Pharma Kabushiki Kaisha,”and shall be “Nxera Pharma Co., Ltd.” in English.

(Purpose)
Article 2

The purpose of the Company shall be to engage in the following
businesses:(1)

As a holding company, control and manage, invest throughpartnerships in, the companies engaged in the following business, andconduct any business incidental to the following business:(i) Research, development, import and export, production,
production by commission, and sales of pharmaceuticalproducts, quasi-drugs, raw materials for pharmaceuticalproducts, medical devices, medical supplies, animal healthproducts, agrochemicals, cosmetics and health foods.
(ii) Consultant services relating to pharmaceutical products,
quasi-drugs, raw materials for pharmaceutical products,
medical devices, medical supplies, animal health products,
agrochemicals, cosmetics and health foods.
(iii) Undertake

andentrust

commissioned

research

anddevelopment in the medical and agricultural fields.
(iv) Transfer, purchase, and manage patent rights in the medicaland agricultural fields.
(v) Research,development

andtechnology

transferoftransplantation and regenerative medicine, and the production,
import and export, and sales of regenerative medicine
products.
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(vi) Compose, operate, and manage partnerships for investment in
the companies engaged in the business set forth in thepreceding items (i) to (v).
(2)

Conduct the businesses set forth in the preceding items (i) to (vi)(3)

Conduct any business incidental to the preceding items.

(Head Office)
Article 3

The head office of the Company shall be located in Minato -Ku, Tokyo,Japan.

(Method of Public Notice)
Article 4

Public notices of the Company shall be made by electronic public notice.

2If public notice cannot be made by electronic public notice due to an
accident or other unavoidable causes, public notice shall be given in theNihon Keizai Shimbun.

CHAPTER 2 SHARES(Total Number of Authorized Shares)
Article 5

The total number of shares authorized to be issued by the Company shallbe one hundred forty-nine million three hundred seventy-six thousand(149,376,000) shares.

(Share-Trading Unit)
Article 6

The number of shares constituting one unit of the Company shall be one
hundred (100) shares.

(Additional Purchase of Shares Constituting Less than One Unit)
Article 7

A shareholder who holds shares of the Company representing less than oneunit may demand that the Company sell a number of shares that, whencombined with fractional shares held by such shareholder, will constitute afull unit of shares.

2

(Rights of Fractional Shareholders)
Article 8

Shareholders of the Company may not exercise rights with regard toshares representing less than one unit other than those listed below.
(1) Rights set forth in Article 189, Paragraph 2 of the Companies Act;
(2) Right to receive an allotment of shares for subscription or stockacquisition rights for subscription(3) Right to claim the sale of fraction shares as specified in the precedingarticle.

(Acquisition by the Company of its Own Shares)
Article 9

The Company may, by a resolution of the Board of Directors, acquire its
own shares through market transactions, etc. pursuant to the provision ofArticle 165, Paragraph 2 of the Companies Act.

(Transfer Agent)
Article 10

The Company shall have a transfer agent with respect to its shares.

2The transfer agent and its place of business shall be determined by aresolution of the Board of Directors or an Executive Officer authorized bya resolution of the Board of Directors.

(Share Handling Regulations)
Article 11

Other than as provided by law or in these Articles of Incorporation, thematters with respect to the entry or record in the register of shareholders
and register of stock acquisition rights, as well as other matters relating to
the handling of shares and stock acquisition rights and fees shall begoverned by the Share Handling Regulations established by a resolutionof the Board of Directors or an Executive Officer authorized by aresolution of the Board of Directors.

3CHAPTER 3 GENERAL MEETING OF SHAREHOLDERS(Convocation)
Article 12

The Ordinary General Meeting of Shareholders of the Company shall be
convened within three months after the end of each business year and an
Extraordinary General Meeting of Shareholders shall be convened
whenever necessary.

(Record Date)
Article 13

The record date to determine the shareholders who are entitled to exercise
voting rights at the Ordinary General Meeting of Shareholders shall be
December 31 every year.

(Measures for Provision of Information in Electronic Format, etc.)
Article 14 The Company, in convening a General Meeting of Shareholders, shall takemeasures to provide information that constitutes the content of reference
documents for shareholder meeting, etc. in electronic format.
2

Among items for which the measures for providing information inelectronic format will be taken, the Company may exclude all or some ofthose items designated by the Ministry of Justice Order from statements inthe paper-based documents to be delivered to shareholders who requested
the delivery of paper-based documents by the record date of voting rights.

(Convocation and Chairperson)
Article 15

Unless otherwise provided by law, a General Meeting of Shareholders
shall be convened by a Director predetermined by the Board of Directors
and chaired by a Director or Executive Officer predetermined by theBoard of Directors pursuant to a resolution of the Board of Directors.

2If the person who shall preside at the meeting pursuant to the foregoingparagraph is unable to act, one of the other Directors shall convene andone of the other Directors or Executive Officers shall preside at a General
Meeting of Shareholders in the order of priority as predetermined by theBoard of Directors.
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(Method of Making Decisions)
Article 16

Unless otherwise provided by law or by these Articles of Incorporation, allresolutions of a General Meeting of Shareholders shall be adopted by amajority of the voting rights of the shareholders present at the meeting
who are entitled to exercise their voting rights.

2Unless otherwise provided in these Articles of Incorporation, resolutions
pursuant to the provision in Article 309, Paragraph 2 of the Companies
Act shall be adopted by not less than two-thirds of the votes ofshareholders present at the meetings who hold not less than one-third of
the voting rights of all shareholders entitled to exercise their voting rights.

(Voting by a Proxy)
Article 17

A shareholder may exercise his/her voting right by a proxy, who shall also
be a shareholder of the Company having voting right.

2

In the case of the preceding paragraph, such shareholder or proxy shallsubmit to the Company a document evidencing his/her authority

CHAPTER 4 DIRECTORS, BOARD OF DIRECTORS, AND
COMMITTEES(Board of Directors)
Article 18

The Company shall have a Board of Directors.

2

The Board of Directors shall make decisions on items as provided by law
and by these Articles of Incorporation and oversee the performance ofduties of the Directors and Executive Officers.

(Number of Directors)
Article 19

The Company shall have no more than twelve (12) Directors.

(Election of Directors)
Article 20

Directors shall be elected by resolutions of the General Meetings ofShareholders.

2

Resolutions for the election of Directors shall be adopted by a majority
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vote of shareholders present at the meeting who hold not less than
one-third of the voting rights of all shareholders entitled to exercise theirvoting rights.
3

Cumulative voting shall not be used with respect to resolution to electDirectors.

(Term of Office of Directors)
Article 21

The term of office of a Director shall expire at the close of the Ordinary
General Meeting of Shareholders held for the last business year ending
within one year after assumption of office

2The term of office of those Directors elected to fill a vacancy or toincrease the number shall be same as the remaining term of office of theother Directors then in office.

(Convocation and Chairperson of Meetings of the Board of Directors)
Article 22

Unless otherwise provided by law, the Chairman of the Board of Directors
shall convene meetings of the Board of Directors and shall act as thechairperson of the meetings.

2If the Chairman of the Board of Directors is unable to act or the position isvacant, one of the other Directors shall convene the meetings in the orderof precedence predetermined by the Board of Directors and act as thechairperson of the meeting.

3

Notwithstanding the preceding two paragraphs, a person elected by aCommittee from its Committee members may convene a meeting of theBoard of Directors.

4

Notwithstanding the paragraphs 1 and 2 above, Executive Officers may
request the convocation or convene a meeting of the Board of Directors inaccordance with the provisions of the law.

(Notice of Convocation of Meetings of the Board of Directors)
Article 23

The notice for convening meetings of the Board of Directors shall be sent
to all the Directors at least three (3) days prior to the date of the meeting;provided that such period may be shortened in case of emergency.
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(Chairman of the Board of Directors)
Article 24

The Company may, by a resolution of the Board of Directors, elect one (1)Chairman of the Board of Directors as needed.

(Exemption of Outside Directors from Liabilities)
Article 25

The Company may enter into a liability limitation agreement withDirectors (excluding Executive Directors, etc.) that limits his/her liabilityprovided in Article 423, Paragraph 1of the Companies Act to an amount
not to exceed the minimum liability amount as defined in Article 425,
Paragraph 1 of the Companies Act if the conditions required by law arefulfilled.

(Method of Decision Making of Meetings of the Board of Directors)
Article 26

A resolution of a meeting of the Board of Directors shall be adopted by amajority vote of the Directors present at the meeting who shall constitute amajority of all Directors entitled to vote.

(Omission of the Resolution of the Board of Directors)
Article 27

The Company may deem that a resolution of the Board of Directors has
been adopted in case the conditions stipulated in Article 370 of theCompanies Act have been fulfilled.

(Regulations of the Board of Directors)
Article 28

Other than as provided by law or by these Articles of Incorporation,
matters pertaining to the meetings of the Board of Directors shall begoverned by the Regulations of the Board of Directors established by theBoard of Directors.

(Compensation of Directors)
Article 29

Compensation of Directors shall be determined by the Compensation
Committee.
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(Committees)
Article 30

The Company shall have the Nominating Committee, the Audit
Committee, and the Compensation Committee.

(Regulations of the Committees)
Article 31

Other than as provided by law or by these Articles of Incorporation, or theresolutions of the Board of Directors, matters pertaining to eachCommittee shall be governed by the regulations thereof established byeach such Committee.

CHAPTER 5 EXECUTIVE OFFICERS(Election of Executive Officers)
Article 32

Executive Officers shall be elected by resolutions of the Board ofDirectors.

(Term of Office of Executive Officers)
Article 33

The term of office of Executive Officers shall expire at the close of thefirst meeting of the Board of Directors that is convened immediately afterthe close of the Ordinary General Meeting of Shareholders held for thelast business year ending within one year after election.

2The term of office of an Executive Officer elected to fill a vacancy or toincrease the number shall be for the remaining term of office of the other
Executive Officers then in office.

(Representative Executive Officer)
Article 34

The Representative Executive Officer shall be elected by a resolution ofthe Board of Directors.

(Compensation of Executive Officers)
Article 35

Compensation of the Executive Officers shall be determined by theCompensation Committee.
8CHAPTER 6 ACCOUNTING AUDITORS(Accounting Auditors)
Article 36

The Company shall have Accounting Auditors(Election of Accounting Auditors)
Article 37

Accounting Auditors shall be elected by a resolution of the General
Meeting of Shareholders.

(Term of Accounting Auditors)
Article 38

The term of office of Accounting Auditors shall expire at the close of theOrdinary General Meeting of Shareholders held for the last business year
ending within one year after election.

2

Unless otherwise resolved at the Ordinary General Meeting ofShareholders mentioned in the preceding paragraph, Accounting Auditors
will be deemed re-elected at such Ordinary General Meeting ofShareholders.

(Compensation of Accounting Auditors)
Article39

Compensation of the Accounting Auditors shall be determined by theRepresentative Executive Officer with the consent of the Compensation
Committee.

CHAPTER 7 ACCOUNTS(Business Year)
Article 40

The business year of the Company shall be from January 1 to December
31 every year.

(Dividends of Surplus etc.)
Article 41

Unless otherwise provided by law, the Company may determine by aresolution of the Board of Directors distribution of dividends of surplus
9and other matters stipulated under each item of Article 459, Paragraph 1 of
the Companies Act without a resolution at the General Meeting ofShareholders.
2

The record date for year-end dividends of the Company shall beDecember 31 of each year.

3

The record date for interim dividends of the Company shall be June 30 ofeach year.

(Statute of Limitations for Unclaimed Dividends)
Article 42

The Company shall be exempted from its obligation to pay outstanding
dividends or interim dividends if it is left unclaimed for three full years
from the date of commencement of payment.

2

No interest shall accrue on unclaimed dividends or interim dividends.

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