April 6, 2016
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director,
President and Chief Executive Officer

Notice of the Issuance of and the Subscription for the 3rd Unsecured Bonds with Convertible Bond Type
Stock Acquisition Rights and the 39th Stock Acquisition Rights by Third-Party Allotment

TOKYO, Japan, April 6, 2016—SymBio Pharmaceuticals Limited (JASDAQ: 4582) (hereinafter “SymBio”)
today announced that a resolution was passed at its Board of Directors meeting held on April 6, 2016, to issue the
3rd unsecured bonds with convertible bond type stock acquisition rights (hereinafter, the “Bonds with Stock
Acquisition Rights” of which the constituents are the “Convertible Bond Type Stock Acquisition Rights” and the“Bonds”) and the 39th stock acquisition rights (the “Warrants”) to Whiz Healthcare Japan 2.0 Investment Limited
Partnership, the managing partner of which is Whiz Partners Inc. (hereinafter “Whiz Partners”), by third-party
allotment (hereinafter, the “Third-Party Allotment”), as well as the conclusion of an Investment Agreement (the“Investment Agreement”) with Whiz Partners, the managing partner for the entity planned for the allotment (the“allottee”).
1. Summary of Subscription(1) 3rd unsecured bonds with convertible bond type stock acquisition rights(1) Due date of payment
April 22, 2016
(2) Total number of stock acquisition
40 units
rightsIssue price per Bond shall be ¥75 million (¥100 per ¥100 par value)(3) Issue price of bonds and stock
The issue price of the Convertible Bond Type Stock Acquisitionacquisition rights
Rights shall be gratis.
(4) Number of residual securities
14,218,009 sharesfrom the issuance(5) Amount of funding¥3,000,000,000(6) Conversion price¥211
The Bonds shall be allotted to the following entity by third-party(7) Method for subscription or
allotment.
allotment (allottee)
Whiz Healthcare Japan 2.0 Investment Limited Partnership(8) Interest rate(9) Others

The Bonds shall bear no interest.
Direction to exercise by SymBio
The allottee may exercise the Convertible Bond Type Stock

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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Acquisition Rights at will, but(1) SymBio may, on or after the due date of payment, at any time
during the period until two business days before the final business
day of the exercise period of the Convertible Bond Type Stock
Acquisition Rights, direct the allottee to exercise the Convertible
Bond Type Stock Acquisition Rights by providing written notice,given that (i) SymBio concludes a binding business partnershipagreement or equivalent document (excluding nondisclosureagreements or similar items) (hereinafter the “Business Partnership
Agreements, etc.”) regarding its business (including research anddevelopment, licensing, sales, procurement, and production, and not
limited to the above) with a third party that has been preapproved by
Whiz Partners, and (ii) SymBio requires ¥1,000 million or more infunding to fulfill its duties under the Business Partnership
Agreements, etc. on or before the exercise request date. The allottee
shall make the exercise within two business days of the day of therelevant direction. However, the number of Convertible Bond Type
Stock Acquisition Rights that SymBio may direct exercise of basedon this item (1) shall have an upper limit of a cumulative 13 units(total principal amount of ¥975 million; 4,620,853 shares underlying
the stock acquisition rights). (The number of Convertible Bond Type
Stock Acquisition Rights that SymBio may direct exercise of basedon item (2) below shall not be included in the upper limit of thenumber of Convertible Bond Type Stock Acquisition Rights that
SymBio may direct exercise of based on this item (1).)
Furthermore, SymBio may not direct the allottee to exercise within
five business days of the day that an exercise request is maderesulting from direction to exercise the Convertible Bond Type Stock
Acquisition Rights based on item (2) below, within five businessdays of an exercise request from the allottee to exercise theConvertible Bond Type Stock Acquisition Rights or the 39th stockacquisition rights, or during a period in which the allottee or Whiz
Partners is in possession of undisclosed insider information of
SymBio.
(2) On or after April 22, 2018, in the following cases, SymBio may
direct the allottee to exercise the Convertible Bond Type Stock
Acquisition Rights at any time during the period until two businessdays before the final business day of the exercise period of theConvertible Bond Type Stock Acquisition Right. The allottee shallmake the exercise within two business days of the day (hereinafter
the “Exercise Direction Date”) of the relevant direction.
1) If the closing price of SymBio’s common shares on Tokyo Stock
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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Exchange, Inc. (hereinafter the “Tokyo Stock Exchange”) exceeds
150% of the conversion price for ten consecutive trading days
including the Exercise Direction Date (if there is a day within therelevant period without a closing price, ten trading days excluding
the relevant day; hereinafter the same applies), SymBio may, with an
upper limit of a cumulative 10 units of the Convertible Bond Type
Stock Acquisition Rights (total principal amount of ¥750 million;
3,554,502 shares underlying the stock acquisition rights), direct theallottee to exercise the Convertible Bond Type Stock Acquisition
Rights (excluding the Convertible Bond Type Stock Acquisition
Rights provided in item (1) above).
2) If the closing price of SymBio’s common shares on the Tokyo
Stock Exchange exceeds 200% of the conversion price for ten
consecutive trading days including the Exercise Direction Date,
SymBio may, with an upper limit of a cumulative 20 units of theConvertible Bond Type Stock Acquisition Rights (total principal
amount of ¥1,500 million; 7,109,004 shares underlying the stockacquisition rights), including the exercise of the Convertible Bond
Type Stock Acquisition Rights in the previous item, direct the allottee
to exercise the Convertible Bond Type Stock Acquisition Rights(excluding the Convertible Bond Type Stock Acquisition Rights
provided in item (1) above).
However, in either case, the Convertible Bond Type Stock
Acquisition Rights that may be directed to be exercised on therelevant Exercise Direction Date shall have an upper limit of 20% of
the average daily trading volume for the aforementioned period.
Furthermore, SymBio may not direct the allottee to exercise theConvertible Bond Type Stock Acquisition Rights within five businessdays of the day that an exercise request is made resulting fromdirection to exercise the Convertible Bond Type Stock Acquisition
Rights based on item (1) above, within five business days of an
exercise request from the allottee to exercise the Convertible Bond
Type Stock Acquisition Rights or the Warrants, or during a period inwhich the allottee or Whiz Partners is in possession of undisclosed
insider information of SymBio.
Redemption requests from the allottee
The allottee may, only in cases 1) to 5) below, on or after the due dateof payment and during the period until April 22, 2018 (inclusive),through written notification to SymBio at least 15 business days
before the intended redemption date, request advanced redemption of
the Bonds, wholly or partly, held by the allottee in an amountNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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equivalent to the face value multiplied by a ratio of 110.0%.
Furthermore, this item shall not apply on or after April 23, 2018.
1) Organizational restructuring of SymBio2) Transfer of all, or a significant portion, of SymBio’s business
3) Request for dissolution or bankruptcy, initiation of corporate
reorganization proceedings, initiation of civil rehabilitation
proceedings, initiation of special liquidation, or initiation ofother insolvency proceedings of SymBio4) Delisting or determination to delist SymBio’s common shares
5) If a significant infringement of the Investment Agreement ismade by SymBio or if a notification to request correction of aminor infringement is made by Whiz Partners and theinfringing state is not improved within two weeks
The preceding respective items for the subscription shall be on thecondition that the notification becomes effective in accordance with
the Financial Instruments and Exchange Act.
(2) 39th stock acquisition rights(1) Date of allotment
April 22, 2016
(2) Total number of stock acquisition
104 units
rights(3) Issue priceTotal of ¥9,776,000 (¥94,000 per stock acquisition right)(4) Number of residual securities
4,472,000 sharesfrom the issuance¥953,368,000(Breakdown)(5) Amount of funding
Portion from the issuance of stock acquisition rights: ¥9,776,000

Portion from the exercise of stock acquisition rights: ¥943,592,000(6) Exercise price(7) Method for subscription or
allotment (allottee)(8) Others¥211
The Bonds shall be allotted to the following entity by third-party
allotment.
Whiz Healthcare Japan 2.0 Investment Limited Partnership
The preceding respective items for the subscription shall be on thecondition that the notification becomes effective in accordance with
the Financial Instruments and Exchange Act.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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2. Purposes and Reasons for the Subscription(1) Major funding purposes
Many research and development themes for drug discovery and new drug development in the rare disease fieldin the oncology, hematology and pain management domains have been actively pursued by university research
institutes and bio-venture companies rather than leading pharmaceuticals companies mainly in Europe and theUnited States. Consequently, many useful and effective new drugs have been provided to medical fields overseas.
Meanwhile, regarding the drug development in these domains, as a high degree of expertise andprofessionalism is required, and as a high degree of difficulty is involved, the leading pharmaceutical companies
cannot easily enter the market in terms of business efficiency and/or profitability. As a consequence, theaforementioned oncology, hematology and pain management domains are the so-called blank medical treatment
domains, which have been scarcely addressed in Asian countries including Japan.
In the 11 years since its establishment in March 2005, SymBio has addressed new drug development byfocusing on new drug development in the oncology, hematology and pain management areas for which themarket-entrance barrier is high as a specialty firm specializing in the blank medical treatment domains.
SymBio obtained approval for production and sales within a short period of only five years from introduction
for TREAKISYM® (Development code: SyB L-0501; general name: bendamustine hydrochloride), the firstanti-cancer product developed by SymBio, and started its sales domestically in December 2010.
TREAKISYM® has become an essential drug (standard drug) in the treatment of refractory/relapsed low-grade
non-Hodgkin’s lymphoma (NHL), the indication for which approval was obtained. To maximize its therapeutic
product value, SymBio is accelerating its enhanced development for additional indications, and made asubmission in December 2015 for production and sales approval for target indications of frontline, low-gradeNHL, mantle cell lymphoma (MCL), and chronic lymphocytic leukemia (CLL). Concerning refractory/relapsed,
aggressive NHL, Phase 2 clinical trials have been completed.
In addition, considering that rigosertib (intravenous (IV) and oral forms), an anti-cancer drug introduced in July
2011, is a mainstay newly developed drug following TREAKISYM®, SymBio is promoting development for thetreatment of myelodysplastic syndrome (MDS). Concerning SyB L-1101 (IV), SymBio is implementing domestic
clinical trials for global Phase 3 clinical trials, implemented by Onconova, from which SymBio obtained licensing
rights, and concerning SyB C-1101 (oral), SymBio is implementing domestic Phase 1 clinical trials for its use incombination with azacytidine.
In October 2015, as a new drug candidate in SymBio’s new development domain of pain management,
SymBio introduced SyB P-1501, an iontophoretic transdermal system. SyB P-1501 has already received approval
for production and sale in Europe and the U.S., and Phase 1 clinical trials have also been completed in Japan.
With the aim of receiving approval at an early stage, SymBio is moving forward with preparations for Phase 3
clinical trials.
Additionally, in 2016, SymBio concluded a joint research and development agreement with Teikyo Heisei
University for the development of an innovative anti-cancer drug which uses the TTR1 nano-agonist molecule.
The drug is a promising new candidate that can directly deliver the TTR1 nano-agonist molecule, an anti-cancer
drug which targets antibodies that are expressed on the surface of cancer cells or cancer stem cells, by utilizing theproperties of Bifidobacterium, which preferentially lives under hypoxic conditions, much like cancer cells andcancer stem cells. Upon progress of joint research and development, SymBio reserves the right to acquire an
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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exclusive license from Teikyo Heisei University for the global development, manufacture, and commercializationof this drug.
As described above, SymBio’s business development is centered on the oncology, hematology and pain
management areas and has built strong pipelines (a group of newly developed drugs) with several
pharmaceuticals and newly developed drugs in these disease areas.
To transform into an excellent pharmaceutical company that ensures medium- and long-term growth withsteady sustainability, growth potential, and profitability, it is indispensable for SymBio to not only develop theexisting pipelines but also introduce new drug candidates so that it can improve its corporate value by expanding
the pipelines in a continuous and a multilayered manner, and expanding its regional presence on a global scale,not only in the Asian region.
SymBio continuously searches for and evaluates prospective new drug candidates, following TREAKISYM®,
rigosertib, and SyB P-1501, by taking advantage of its original search network and evaluation know-how. To thisend, however, a significant amount of additional funds for transactions including lump-sum money paid
temporarily for engagement, acquisition funds, and later development funds would be necessary during the courseof negotiations with counterparties, taking such forms as acquisition of licenses for candidates, or the acquisitionof companies who own drug candidates. The funding measures taken hereby have the purpose of appropriating
the procured funds to this end.
Additional funding would be necessary to compensate for the significant amount of funds that cannot becovered solely with the earnings from product sales of TREAKISYM®. As a result, SymBio raised funds by thecapital increase by public offering, which was implemented in December 2013, and the funds are currently
applied to expenses for the development of the SyB L-1101 (IV) form of rigosertib (anti-cancer agent) for thetreatment of refractory/relapsed high-risk MDS and of the SyB C-1101 (oral) form of rigosertib (anti-cancer
agent) for the treatment of high-risk MDS.
Furthermore, funding raised from implementing a third-party allotment in December 2014 was applied to a
portion of the lump-sum money paid temporarily for engagement for SyB P-1501.
Consequently, it will be necessary for SymBio to acquire additional funding in the future so that it can flexibly
introduce future new drug candidates, acquire companies who own drug candidates, and promote subsequentclinical trials, as well as develop and promote further existing pipelines, with the aim of improving its corporate
value over the medium- and long- term.
At present, SymBio is conducting negotiations toward the introduction of new drug candidates with several
counterparties. The amount of funding needed at this time is based on the estimated expenses deemed necessary
to introduce these drug candidates and acquire companies who own drug candidates, as well as for subsequent
research and development. The acquisition of global rights is scheduled for these new drug candidates, including
Europe and the U.S., and SymBio plans to promote development on a global scale in the future.
Given such circumstances, SymBio studied, among all possible funding options, the possibility of being fundedby several supporters who deeply understand our business models, management policies, capital requirements andthe like. As a result of such discussion, SymBio determined that Whiz Partners shall be the best candidate, towhich SymBio implements the Third-Party Allotment in raising such additional funds.
SymBio intends to promote its development efforts to add indications for three pipeline pillar drugs
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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(TREAKISYM®, rigosertib, and SyB P-1501). At the same time, SymBio aims to expand the value of its
pipelines, transition to a global specialty pharmaceutical company, and maximize business value by focusing on
searching prospective new drug candidates, introducing new drug candidates with high potential forcommercialization, or acquiring companies who own them.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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SymBio’s Current Pipelines:(2) Reason for having chosen the method of issuing bonds with convertible bond type stock acquisition rights andstock acquisition rights
As described in the aforementioned “(1) Major funding purposes,” a certain amount of funds will be necessary
at the first stage of the deal to introduce new drug candidates with high potential for commercialization, or acquirecompanies who own them. Additionally, subsequent to introducing new drug candidates and acquiring companies
who own them, a considerable amount of research and development funds will be necessary on an ongoing basis
over the long term. Meanwhile, our business is still in an up-front investment stage, and the situation where
research and development expenses are higher than earnings, is expected to continue for some time. Accordingly,
borrowings from financial institutions are expected to be extremely difficult to obtain, and SymBio therefore will
be obliged to rely on equity-finance-based funds.
To that end, SymBio studied all possible funding means including the issuance of shares, bonds with stockacquisition rights and/or stock acquisition rights by third-party allotment, in which the allottee of equity financeshall be a corporation that well understands SymBio’s business and business strategies and supports its businessrestructuring.
Given such circumstances, an investment using business funds, the combination of the Bonds with Stock
Acquisition Rights and the Warrants, was proposed by Whiz Healthcare Japan 2.0 Investment Limited Partnership,
and SymBio subsequently proceeded with further discussion of the proposal.
As a result, SymBio has determined that it would be essential to procure stable funds at this time and introduce
new drug candidates with high potential for commercialization, or acquire companies who own them; swiftly
achieving the management goal of commercializing (marketing) the developed drugs with approvals for
production and sale; and maximizing the value of its pipelines and corporate value to transition to a global
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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specialty pharmaceutical company. As described below, compared to other funding methods, SymBio resolved toissue a combination of the Bonds with Stock Acquisition Rights and the Warrants based on the final
determination that such are the best option at this time for satisfying SymBio’s needs to procure necessary funds
and maximize its corporate value while avoiding the downward pressure of declining stock prices and paying full
attention to the interests of existing shareholders.
Features of the adopted method compared to other fund procurement means:
1) In the case of issuing new shares through a capital increase by public offering or a third-party allotment,
the impact on stock prices will likely be more significant compared to the issuance of convertible typebonds with stock acquisition rights or stock acquisition rights due to the dilution of per-share earnings
that simultaneously occurs, despite the fact that the funding can be completed at once by issuing newshares. On the contrary, the funding method in which the Bonds with Stock Acquisition Rights and theWarrants are combined is expected to reduce the adverse impact on stock prices due to the relatively
restricted concern about dilution despite the possibility of the actual procured funds being lower than
the initially anticipated amount depending on stock price trends and the liquidity of SymBio’s shares.
2)
In case the funding means is limited only to the issuance of stock acquisition rights, a disadvantageoussituation will likely occur; for example, necessary funds cannot be procured at the time of theirissuance, initially anticipated funds cannot be raised or the actual procured funds are less than theinitially anticipated amount depending on stock price trends.
3)
In the case the funding means is limited only to the issuance of convertible type bonds with stockacquisition rights, it will be difficult to secure adequate flexibility for raising funds as required during
the course of conducting development after introducing new drug candidates or the acquisition ofcompanies who own them.
4)
As for indirect financing, it is extremely difficult for SymBio, which has been in deficit for a long time
mainly due to up-front investments, to receive borrowings from financial institutions.
Precautions in response to SymBio’s needs:
1)
Attenuation of the impact on stock prices
 The conversion price of the Bonds with Stock Acquisition Rights and the exercise price of theWarrants were determined on the basis of ¥211, the closing price of SymBio’s common shares at theTokyo Stock Exchange on the business day (April 5, 2016) immediately preceding the date ofresolution at the Board of Directors’ meeting relative to the Third-Party Allotment. Subsequent
revisions to the respective values shall not be conducted after the issuance according to the decision
mechanism. The conversion price and the exercise price were comprehensively determined
subsequent to discussions with the allottee.
 The Third-Party Allotment does not intend to issue new shares corresponding to the projected total
procurement amount but rather will involve conversions of the Bonds with Stock Acquisition Rights
and exercising the Warrants taking into account the trends of SymBio’s stock price and other factors.
Consequently, compared to the issuance of new shares, the provision of SymBio’s shares in the
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

-9-market will be temporary, thereby avoiding a situation where a drastic change in the supply-demand
relationship of shares could have a significant impact on the stock price.
2)

Restriction on dilution
 As the conversion price and the exercise price are fixed at certain levels, a downward revision cannot
occur. Further, there is no possibility of further dilution of stock prices due to the number of sharesdelivered being increased more than initially planned.
 As the Convertible Bond Type Stock Acquisition Rights and the Warrants are likely to be exercised
gradually over a relatively long period, the dilution impact is considered to be small compared to a
one-time issuance of new shares.
 Furthermore, as described above, greater-than-expected dilution will not derive from the funding asstated above and the relatively smooth conversion of the Bonds with Stock Acquisition Rights andexercise of the Warrants can be expected during a period of rising stock prices, within a range that thefunding is available without imposing excessive impact on the interests of existing shareholders.

3)

Flexibility of capital policy
SymBio will be able to ensure its flexible capital policy as it can redeem, wholly or partly, the Bonds
with Stock Acquisition Rights at its discretion under certain conditions and it can acquire the whole
Warrants at its discretion under certain conditions.

4)

Additional funding
The issuance of the Bonds with Stock Acquisition Rights allows SymBio to conduct financing without
owing interest. Meanwhile, the exercise of the Warrants allows SymBio to conduct phased andadditional financing as required by funding demands and progress in development after introductionof new drug candidates or acquiring a company who owns drug candidates.

Other precautions and the effects as countermeasures:
1)
3rd unsecured bonds with convertible bond type stock acquisition rights
As for the Bonds with Stock Acquisition Rights, on or after April 22, 2018, if for ten consecutive
trading days, the closing price of SymBio’s common shares on the Tokyo Stock Exchange (i) exceeds
150% of the conversion price of the Convertible Bond Type Stock Acquisition Rights, SymBio may,in accordance with conditions defined within the Investment Agreement concluded with the allottee,
direct the exercise of the Convertible Bond Type Stock Acquisition Rights any number of times withan upper limit that does not exceed a number equal to ¥750 million (10 units of the Convertible Bond
Type Stock Acquisition Rights, 3,554,502 shares underlying the stock acquisition rights), or a quarter(1/4) of the total value of the issue price of the Bonds with Stock Acquisition Rights divided by theamount of each of the Bonds, or if it (ii) exceeds 200%, including the exercise of the Convertible
Bond Type Stock Acquisition Rights in line with (i), with an upper limit that does not exceed a number
equal to ¥1,500 million, or half (1/2) of the total value of the issue price of the Bonds with Stock
Acquisition Rights, divided by the amount of each of the Bonds (20 units of the Convertible Bond
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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Type Stock Acquisition Rights, 7,109,004 shares underlying the stock acquisition rights), and if such a
conversion is conducted, the amount of future redemption will decrease and debt will be reduced,
thereby enabling reinforcement of SymBio’s shareholders’ equity.
 In view of their characteristics, the Bonds with Stock Acquisition Rights will contribute to realizing
planned funding as the principal for the Bonds will be paid at the beginning. However, if theBondholders do not exercise the Convertible Bond Type Stock Acquisition Rights, SymBio intends toredeem the Bonds with Stock Acquisition Rights with earnings from sales of TREAKISYM® as therepayment source, under certain conditions.
2)39th stock acquisition rights (the “Warrants”)
 In view of the characteristics of stock acquisition rights, if the right holders of the Warrants do not
exercise the stock acquisition rights they hold, the unpaid amount to be paid relative to the exercise of
said stock acquisition rights may result in an actual procured amount less than the initially expectedamount of funding. In particular, at the stage where the stock price has fallen below the exercise price,
it shall become difficult for SymBio to expect the Warrants to be exercised, but the Warrants, as
described above, have been established from the viewpoint of protecting existing shareholders with
the intent of enabling required fundraising in response to business progress, while restraining
temporary dilution and reducing the effects on the stock price.
 Concerning the Warrants, acquisition conditions are attached, and pursuant to stipulations of theCompanies Act, upon making notification or public notice two weeks prior, SymBio may acquire allremaining Warrants for the same amount as the paid-in price for each Warrant.

Although SymBio issued stock acquisition rights by third-party allotment in December 2014, the stock priceexceeded the exercise price for only a short period of time, ¥1,000 million in stock acquisition rights remain
unexercised at this time, and the expected amount has not been procured. However, in SymBio’s view, it isextremely important to procure required funding with as much certainty as possible while taking precautions withregard to dilution in order to flexibly respond to future introduction of new drug candidates, acquire companies
who own drug candidates, and promote subsequent clinical trials, as well as realize further advancement indevelopment of existing pipelines and thereby increase the corporate value and stock price of SymBio. As a result,as shown in “Features of the adopted method compared to other fund procurement means,” although there is thepossibility that the amount of funds actually procured will be less than initially expected due to trends in the stock
price and liquidity of SymBio’s stock, the method of a combined Bonds with Stock Acquisition Rights andWarrants was chosen as a fund procurement method that relatively restricts dilution concerns and for which theanticipated effect on stock price can be minimized.
3. Amount to be funded, as well as use and scheduled disbursement timing thereof(1) Amount to be funded1)

Total amount to be paid

¥3,953,368,000(Breakdown)
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 11 -

(a) Issuance of 3rd unsecured bonds with convertible bond typestock acquisition rights¥3,000,000,000(b) Issuance of 39th stock acquisition rights¥9,776,000(c) Exercise of 39th stock acquisition rights¥943,592,000

2)Approximate amount of various issuance-related expenses

3)

Estimated net proceeds¥37,800,000¥3,915,568,000

Notes:
1. As payments from the exercise of the Warrants depend, in principle, on the judgment of right holders of
the Warrants, the total amount to be paid through the exercise of the Warrants is determined by theexercise conditions of the Warrants. Consequently, the aforementioned estimated net proceeds may vary in
the future.
2. The approximate amount of various issuance-related expenses does not include consumption taxes.
3. The breakdown of the approximate amount of various issuance-related expenses is the total of ¥5,000,000
in attorney fees; ¥5,000,000 in charges for the calculation and appraisal of stock acquisition rights;¥3,000,000 in third-party research institute compensation regarding relationships with anti-social forces;¥13,800,000 in registration and license tax, and ¥11,000,000 in other administrative fees (preparation of asecurities registration statement, the registration fee for various changes, etc.).
(2) Specific uses of the amount to be fundedSpecific use

Amount(Millions ofyen)

Scheduled disbursement timing Expenses related to acquisition of companies who own new
drug candidates and development of such new drugcandidates subsequent to said acquisition
 Expenses related to acquisition of rights for new drugcandidates and development of such new drug candidates
subsequent to said acquisition of rights
 Expenses related to development of SyB P-1501 and SyB
C-1101 for high-risk myelodysplastic syndrome (MDS) (incombination with azacytidine)

3,915

April 2016‒December 2018

Notes:
1. New drug candidates are products or compounds that have not yet been approved for sale on the market,
and SymBio acquires rights related to the development, manufacture, and commercialization of these new
drug candidates, conducts internal development centered on clinical trials, and aims to receive approval
for production and sale.
2. As of today, SymBio is conducting negotiations toward acquiring rights of new drug candidates withseveral counterparties. The scheduled procurement amount is calculated based on current estimates for
expenses related to acquiring rights of these new drug candidates, acquisition of companies who own
them, and development expenses centered on clinical trials subsequent to acquiring rights of new drug
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 12 -

3.

4.

5.
6.

7.

candidates or companies who own them. The expenses involved in the acquisition of rights, introductionor acquisition of companies could be higher or lower than initially expected depending on theconsequence of future discussions. If the expenses are higher than initially expected and the amountprocured from this funding is insufficient, SymBio plans to utilize internal funds.
Expenses related to development of SyB P-1501 and SyB C-1101 for high-risk MDS (in combination
with azacytidine), existing developed drugs of SymBio, are calculated based on current development
plans. Concerning SyB P-1501, Phase 3 clinical trials have been implemented in Japan, and a submission
for production and sale approval is forecast to be made in 2018. Concerning SyB C-1101, subsequent tocompletion of Phase 1 clinical trials in combination with azacytidine in Japan in 2017, SymBio isscheduled to participate in global Phase 3 clinical trials.
The order of priority of use of proceeds is planned to be in the order of (1) Expenses related to acquisitionof companies who own new drug candidates and development of such new drug candidates subsequent tosaid acquisition; (2) If the negotiations in (1) are not for the acquisition of companies but for theacquisition of rights for new drug candidates, expenses related to acquisition of those rights anddevelopment of such new drug candidates subsequent to said acquisition of rights; (3) If negotiations in(1) or (2) fail, expenses related to development of SyB P-1501 and SyB C-1101 for high-risk MDS (incombination with azacytidine). Furthermore, concerning development of SyB P-1501 and SyB C-1101
for high-risk MDS (in combination with azacytidine), clinical trials are currently underway, and it ispossible that proceeds may be used ahead of the uses in (1) and (2).
The procurement funds shall be managed securely by a financial institution until they are actually
disbursed.
As payments from the exercise of the Warrants depend, in principle, on the judgment of right holders of
the Warrants, the total amount paid-in through the exercise of the Warrants is determined by the exercise
conditions of the Warrants. Consequently, in case the funding by the Warrants becomes difficult toachieve due to insufficient exercise of the Warrants, SymBio intends to examine the possibility of
implementing other funding means.
Specific uses and amounts may be modified according to changes in future conditions. If the uses are
finally determined and specific uses are modified, such information shall be appropriately disclosed.

4. Concepts on rationality of the use of the funds
SymBio believes that its recognition on the use of the funds procured through the Third-Party Allotment isrational and will contribute to the improvement of its corporate value and an increase in the stock value as it will
enable SymBio to expand future businesses, improve profitability and strengthen financial ground by
appropriating the procurement funds to the uses mentioned in “3. Amount to be funded, as well as use andscheduled disbursement timing thereof (2) Specific uses of the amount to be funded.”
5. Rationality of issuance conditions, etc.
(1) Basis for calculation of the amount to be paid and details thereof
The conversion price of the Bonds with Stock Acquisition Rights and the exercise price of the Warrants
were determined to be ¥211, the same as the closing price of regular transactions of SymBio’s common
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 13 -

shares at the Tokyo Stock Exchange on the transaction day immediately preceding the date of resolution
relative to the issuance after discussions with the allottee.
In determining the issue price, SymBio judged that referring to the closing price on the transaction day
immediately preceding the date of resolution relative to the issuance, which is considered to have been
established by taking into account the securities report dated March 31, 2016, for the fiscal year ended
December 31, 2015, would more appropriately reflect SymBio’s stock value than referring to averageclosing prices for certain periods in the past (the average closing prices for one, three and/or six months)
because the stock prices of SymBio’s common shares are influenced by various factors such as the
economic situation, the environment surrounding the equity markets and SymBio’s
management/performance trends on each occasion with regard to the average closing prices for certain
periods in the past. For reference, the conversion price of the Bonds with Stock Acquisition Rights and theexercise price of the Warrants were at a premium of 2.77% against ¥205 in the average closing price of
SymBio’s common shares for their regular transactions for the past six months, at a premium of 4.49%
against ¥202 in the average closing price of SymBio’s common shares for their regular transactions for the
past three months and at a discount of 2.53% against ¥216 in the average closing price of SymBio’s
common shares for their regular transactions for the past one month, all of which were calculated with thetransaction day immediately preceding the date of resolution relative to the issuance as a benchmark.
In determining the conditions for issuing the Bonds with Stock Acquisition Rights and the exercise price ofthe Warrants, SymBio requested the appraisal of value from PLUTUS CONSULTING Co., Ltd. (3-2-5,
Kasumigaseki, Chiyoda-ku, Tokyo; Masato Noguchi, President and Representative Director; hereinafter,“PLUTUS CONSULTING”), a dedicated, independent third-party appraiser, to ensure the fairness of
SymBio’s decision.
Regarding the Bonds with Stock Acquisition Rights, PLUTUS CONSULTING adopted the Monte Carlosimulation method, a commonly used calculation model for stock option value. In its calculations, the fairvalue was appraised with reference to various factors such as SymBio’s stock prices (stock prices on thetransaction day immediately preceding the date of resolution at the Board of Directors’ meeting); a dividendrate of 0.00%; an exercisable period of approximately three years; a risk-free interest rate of -0.218%; stock
price volatility of 74.10%; actions taken by the issuing company and the allottee; the details of the terms andthe conditions for issuing the Bonds with Stock Acquisition Rights; and various conditions set forth in theInvestment Agreement.
In addition, SymBio judged that issuing the Bonds with Stock Acquisition Rights does not fall under any
specially advantageous condition because the substantial consideration for the Bonds with Stock Acquisition
Rights is not lower than the fair value thereof. This judgment is based on a comparison of the substantialconsideration for the Bonds with Stock Acquisition Rights (¥100 per par-value of ¥100), with the fair value
calculated by PLUTUS CONSULTING (approximately ¥96.67 per par-value of ¥100).
Regarding the Warrants, PLUTUS CONSULTING also adopted the Monte Carlo simulation method, acommonly used calculation model for stock option value. In its calculations, the fair value was appraisedwith reference to various factors such as SymBio’s stock prices (stock prices on the transaction day
immediately preceding the date of resolution at the Board of Directors’ meeting); a dividend rate of 0.00%;
an exercisable period of approximately five years; a risk-free interest rate of -0.218%; stock price volatility
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 14 -

of 74.10%; actions taken by the issuing company and the allottee (SymBio shall basically wait for the
exercise of rights by the allottee, provided, however, that if SymBio’s stock price exceeds 250% of theexercise price, SymBio shall proceed with acquisition. The allottee shall basically exercise their rights when
the stock price exceeds the exercise price, and sell the exercised shares at an indication of approximately
5% of the average daily trading volume in consideration of effects on the market); the details of the terms
and the conditions for issuing the Warrants; and various conditions set forth in the Investment Agreement.
As a result, SymBio judged that issuing the Warrants does not fall under any specially advantageouscondition because the issue price of the Warrants is determined to be the same as the fair value thereof andthe amount to be paid per Warrant to be ¥94,000, both of which are appropriate and reasonable.
Moreover, the aforementioned conversion price of the Bonds with Stock Acquisition Rights and theexercise price of the Warrants are compliant with the Japan Securities Dealers Association’s “Guidance on
Handling of Allotment of New Shares to a Third Party, etc.”
Furthermore, SymBio requested that Baker & McKenzie (Gaikokuho Joint Enterprise) (Minato-ku, Tokyo;
hereinafter, “Baker & McKenzie”) investigate the rationality of the calculation methods and assumed
conditions thereof with regard to the amount of the issue price of the Bonds with Stock Acquisition Rights
and the amount to be paid for the Warrants. Baker & McKenzie subsequently studied necessary documents
such as the Investment Agreement between SymBio and Whiz Partners Inc., an unlimited liability partnerof the allottee, the securities registration statement, the value evaluation report of PLUTUS CONSULTING
and the written opinion regarding the necessity and appropriateness of the allotment of the Securities froman independent third-party committee, and examined whether the conclusion of an agreement between
SymBio and the allottee or the issuance of the Securities on the date of allotment are in conflict with any
Japanese laws and regulations and the like. Accordingly, Baker & McKenzie has expressed its legal viewthat the issuance of the Bonds with Stock Acquisition Rights and the Warrants are not in conflict with any
Japanese laws and regulations including issuance under specially advantageous conditions in light of thecurrent interpretation reasonably applicable.
Meanwhile, three auditors of SymBio (all of whom are outside auditors under the Companies Act) haveexpressed their views of having judged that the conditions for issuing the Bonds with Stock Acquisition
Rights and the Warrants are not specially advantageous to the allottee by taking into account the content of
the terms and conditions for the issuance of the Bonds with Stock Acquisition Rights and the Warrants, aswell as the calculation results submitted by PLUTUS CONSULTING, and upon confirming the following
items.
・The Board of Auditors received an explanation by the director in charge of the Third-Party Allotment andinvestigated the purposes and necessity of the fund procurement with regard to the issuance of the Bonds
with Stock Acquisition Rights and the Warrants. As a result, the decision-making by said director was
made appropriately based on SymBio’s business judgment principles.
・PLUTUS CONSULTING and Baker & McKenzie possess knowledge and experience in corporate value
appraisal operations, issuance operations and related legal and financial issues, and are deemed to be
independent from the management of SymBio.
・Value appraisal for matters such as the conditions for issuance was requested of PLUTUS CONSULTING,
a company with an established reputation in the valuation of corporate value. Explanation was provided by
the staff in charge of PLUTUS CONSULTING about the logic and basic numerical values used as
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 15 -

premises for the appraisal, which was deemed to be appropriate and reasonable.
・Compared to the fair value stated in the evaluation report dated April 5, 2016 submitted by PLUTUS
CONSULTING, neither the Bonds with Stock Acquisition Rights nor the Warrants fall under any speciallyadvantageous condition.
・Drawing on the calculation results submitted by PLUTUS CONSULTING it is considered that no issues
are imposed in view of the above two points.
・It was confirmed that there is no problem of illegality by the written opinion of Baker & McKenzie dated
April 6, 2016.
(2) Grounds for a judgment that the issued quantity and the scale of the dilution of shares are reasonable
SymBio judges that the issued quantity and the scale of dilution of shares are reasonable for the following
reasons.
1) The number of SymBio’s common shares to be newly issued by the exercise of the Convertible Bond
Type Stock Acquisition Rights shall be a maximum of 14,218,009. As the conversion price is fixed, thenumber of shares to be delivered after their issuance will not vary.
2) The number of SymBio’s common shares to be newly issued by the exercise of the Warrants shall be a
maximum of 4,472,000. As it is possible for SymBio to acquire all the remaining Warrants at its own
judgment, the dilution of shares may be controlled.
3) As described above, the number of residual securities relative to the Bonds with Stock Acquisition
Rights and the Warrants shall be 14,218,009 and 4,472,000, respectively, thereby totaling a maximumof 18,690,009 shares (186,900 units of voting rights). This total figure accounts for 57.70% (57.71% in
the ratio of voting rights) of the total number of issued shares of 32,390,923 shares (323,883 units in the
total number of voting rights) as of December 31, 2015.
4) SymBio has orally confirmed that the allottee (Whiz Healthcare Japan 2.0 Investment Limited
Partnership, hereinafter “Whiz Healthcare Japan 2.0”) is of the policy to sell the shares to be issued
through the exercise of the Convertible Bond Type Stock Acquisition Rights and the Warrants on themarket while paying full attention to SymBio’s execution of business, the trends of SymBio’s stock
price, trading status in the market, the effects on the market and the like. In addition, the average daily
trading volume of SymBio’s shares for the six most recent months was 715,675 shares, representing acertain level of liquidity for SymBio’s shares. Meanwhile, supposing that the maximum number ofshares (18,690,009 shares), which shall be delivered if all the Bonds with Stock Acquisition Rights areconverted and all the Warrants are exercised, are sold through the exercise over the three years of theexercisable period for the Convertible Bond Type Stock Acquisition Rights (calculated at 245 businessdays/year) on an average basis, the number of shares sold per day would be 25,429, accounting for3.55% of the daily turnover above. SymBio therefore believes that the impact on stock prices is limited
and absorbable in the market.
5) Consequently, for the reasons described above, SymBio considers that the issued quantity and the scaleof the dilution of shares regarding the subscription for the Bonds with Stock Acquisition Rights and theWarrants by third-party allotment for the purpose of ensuring the funds related to the acquisition ofcompanies who own new drug candidates and the development of such new drug candidates
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 16 -

subsequent to said acquisition, acquisition of rights for new drug candidates and the development ofsuch new drug candidates subsequent to acquisition of said rights, and the development of SyB P-1501
and SyB C-1101 for high-risk myelodysplastic syndrome (MDS) (in combination with azacytidine), arereasonable.
6. Reason for having chosen the allottee, etc.
(1) Outline of the allottee(As of April 5, 2016)
1) Designation
Whiz Healthcare Japan 2.0 Investment Limited Partnership
2) Location
Atago Green Hills Mori Tower 36F, 2-5-1, Atago, Minato-ku, Tokyo
3) Grounds for foundation
Limited Partnership Act for Investment (Act No. 90 of 1998 including
subsequent revisions)
4) Purpose of formation
In order to protect valuable lives of the people and realize ways of livingwith more focus on health, the Partnership was formed to invest in
corporations that promote healthcare-related businesses based on theiringenious scientific discoveries, technological innovations or revolutionary
business models.
5) Date of formation
October 1, 20146) Total investment amount¥15,480,000,000

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 17 -

7)

Investors, investment ratio
and outline of investors

8)

Outline of managing
partner

1. 38.8%: Organization for Small & Medium Enterprises and Regional
Innovation, JAPAN (“SME Support, JAPAN”)
2. 12.9%: Japan Trustee Services Bank, Ltd.
(Specific pension trust 46626-6030)(Japan Trustee Services is a trustee of corporate pension funds.)*There are no other investors whose investment ratio is over 10% of theinvested amount. The investment ratio of Whiz Partners Inc., an unlimited
liability partner of Whiz Healthcare Japan 2.0, is 1.6%.
Designation
Whiz Partners Inc.
Location
Atago Green Hills Mori Tower 36F, 2-5-1, Atago,
Minato-ku, Tokyo
Representative’s
Toshio Ando, Representative Director and Chiefname and position Executive Officer
Description of
1. Investment in and development of corporations
business
mainly focusing in the fields of life science(biotechnology) and IT (information technology)
in and outside Japan
2. Formation of investment partnerships, as well as
administration and management of investment
partnership assets
3. Consulting services on overall management
4. Type II financial instruments business, investment
advisory and agency business, and investment
management business
Capital stock¥100 million

Relationshipbetween SymBio
and said fund
9)

Relationship, etc.,
between SymBio and said
fund
Relationshipbetween SymBio
and the managing
partner

There exists no investment, direct or indirect, by
SymBio and persons involved and/or affiliatedcompanies of SymBio in said fund. No noteworthy
capital, personal or business relationship exists
between SymBio and persons involved and/or
affiliated companies of SymBio and the investors in
said fund (including original investors).
Whiz Healthcare PE Fund Series 1 Investment
Limited Partnership, which was formed by Whiz
Partners who is the managing partner of said fund,held 57 SymBio shares as of December 31, 2015.
Otherwise, no noteworthy capital, personal or business
relationship exists between SymBio and the managing
partner of said fund. Furthermore, no noteworthy
capital, personal or business relationship exists
between SymBio and persons involved and/or

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 18 -

affiliated companies of SymBio, and the managing
partner of said fund, as well as the respective
counterparts of the managing partner of said fund.
SymBio requested that Tokucho Co., Ltd. (Shin-Ochanomizu Urban Trinity Bldg., 6F, 3-2-1,
Kanda-Surugadai, Chiyoda-ku, Tokyo; Kazue Arakawa, President and Representative Director), a
third-party investigative body, investigate and confirm whether the allottee (Whiz Healthcare Japan 2.0) andits managing partner (Whiz Partners), as well as their respective corporate officers, belong to any antisocial
forces such as gang groups and whether they have any relations with antisocial forces. As a result, Tokucho
Co., Ltd. reported that no such relations with antisocial forces are apparent. SymBio also requested that
Tokucho Co., Ltd. investigate and confirm whether major investors and other investors, consisting ofunlisted companies and individuals in the allottee, belong to and/or have any relations with any antisocial
forces. As a result, Tokucho Co., Ltd. reported that no such relations with antisocial forces are apparent.
SymBio confirmed that SME Support, JAPAN stipulates the basic guideline for the elimination of antisocial
forces by cutting off any and all relations with them according to the “Basic Policy Against Antisocial Forcesof the Organization for Small & Medium Enterprises and Regional Innovation, JAPAN,” which is posted on
SME Support, JAPAN’s website. In addition, SymBio confirmed that companies listed on Tokyo Stock
Exchange, Inc., stipulate the basic guideline for the elimination of antisocial forces by cutting off any and all
relations with them in their respective corporate governance reports submitted to the Exchange, according totheir respective websites. Meanwhile, SymBio has submitted a confirmation note that persons involved in
the allottee have no relation with gang groups.
(2) Reason for having chosen the allottee
SymBio has studied all possible funding means including the issuance of shares, bonds with stockacquisition rights and/or stock acquisition rights by third-party allotment, in which the allottee of equity
finance is a corporation that well understands SymBio’s business models, management policies, financial
requirements and the like.
Given such circumstances, SymBio explained its growth strategy, financial data and capital requirements toseveral candidates including Whiz Healthcare Japan 2.0 so that they could understand SymBio’s current
financial conditions. In this context, as the investment method in which the Bonds with Stock Acquisition
Rights and the Warrants are combined which was proposed by Whiz Healthcare Japan 2.0 was an optimum
funding method to satisfy SymBio’s need for procuring necessary funds while fully paying attention to
SymBio’s stock price and the interests of existing shareholders, SymBio subsequently proceeded withfurther discussion of the proposal.
Before the Third-Party Allotment, in 2010 SymBio conducted a capital increase by third-party allotment
through the issuance of new shares to CSKVC Technology Innovation Growth Fund Investment Limited
Partnership, which was formed and is operated by Whiz Partners, the managing partner of the allottee,
followed by a capital increase by third-party allotment through the issuance of the 1st unsecured bonds withconvertible bond type stock acquisition rights and the 29th stock acquisition rights to Whiz Healthcare PE
Fund Series 1 Investment Limited Partnership, for which Whiz Partners is the managing partner, on January
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 19 -

15, 2013. Whiz Partners has been investing in bio-ventures in Japan since their pioneering years, and has aconsiderable track record of managing IPOs, M&As and business alliances for investees in Japan andoverseas. SymBio has confirmed that Whiz Partners has established a global network based on its longexperience. In addition, Whiz Partners has members that are well acquainted with corporate administration,
as well as professional staff in the bio-healthcare domain. Considering the previous records of its investment
in SymBio and other factors, it has a profound understanding of SymBio’s management policies, which
advocate the expansion of its pipelines to improve corporate value and the shift to a global specialty
pharmaceutical company, its content of business, and capital requirements thereof. In particular, Whiz
Healthcare Japan 2.0, the allottee of the Third-Party Allotment, was formed for the main purpose of
improving the corporate value of investees, who are corporations that would contribute to ensuring soundlives and healthy livelihoods and those expected to create next-generation industrial infrastructures indiverse fields including life science. Whiz Healthcare Japan 2.0 proposed the investment as SymBio’s
business fits the characteristics of its investment target.
As SymBio considers financial support by Whiz Partners essential to ensure further expansion of its
pipelines and the shift to a global specialty pharmaceutical company, SymBio has chosen Whiz Healthcare
Japan 2.0 as the allottee.
(3) Holding policy of the allottee
SymBio has orally confirmed that the holding policy of the allottee (Whiz Healthcare Japan 2.0) regarding
the Bonds with Stock Acquisition Rights and the Warrants, as well as common shares to be acquired
thereby by exercising the Convertible Bond Type Stock Acquisition Rights and the Warrants, is not theholding of SymBio’s shares for a long period or participation in the management of SymBio but rather
selling them while taking into account market trends, investors’ demand, the intention of the business
partners of SymBio and other factors. Whiz Healthcare Japan 2.0 also has expressed orally that it intends toexercise the Convertible Bond Type Stock Acquisition Rights and the Warrants while giving extra
consideration to SymBio’s business performance, stock price trends, trading conditions in the market, theeffects on the market and other factors.
Meanwhile, in association with the Third-Party Allotment, the allottee may borrow SymBio’s commonshares from any SymBio shareholder to sell SymBio’s shares within the quantitative scope of SymBio’s
common shares to be acquired through the conversion of the Bonds with Stock Acquisition Rights and theexercise of the Warrants for the purpose of hedging the risk of stock price fluctuations. However, since suchsales for risk hedging purposes will be made after the related resolution on allotment is publicly announced,
SymBio has orally confirmed that the allottee will not conduct sales using the borrowed shares which may
have an impact on the conversion price and exercise price for the allotment. SymBio has also orally
confirmed that the allottee will not borrow SymBio’s common shares for the purpose of short selling
relative to the Third-Party Allotment other than sales for the purpose of such risk hedging. SymBio
considers that the conversion of the Bonds with Stock Acquisition Rights and the exercise of the Warrants
are expected to proceed smoothly due to such borrowing of shares, thereby improving the financial
standing of SymBio and the corporate value thereof.
Meanwhile, SymBio considers that opportunities for Whiz Partners, the managing partner of the allottee, tosell SymBio’s shares in the equity markets are limited because Whiz Partners, which will have an occasion
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 20 -

to obtain SymBio’s material facts in the course of supporting SymBio’s acquisition of rights for new drugcandidates and/or acquisition of any companies who own drug candidates, will be subject to insider trading
regulations for a certain period until said material facts are publicly announced. In addition, transfer orpledge of the Bonds with Stock Acquisition Rights and the Warrants to any third party by the allottee isrestricted to require SymBio’s approval via a resolution of SymBio’s Board of Directors. Furthermore, theInvestment Agreement to be concluded with the allottee stipulates that SymBio’s prior approval in writing
must be obtained if such transfer or pledge of shares could lead to the holding of 5% or more of the total
number of SymBio’s issued shares by the counterparty of said transfer or pledge as a result of the allottee’stransfer or pledge of SymBio’s shares, which will be delivered through the exercise of the Convertible
Bond Type Stock Acquisition Rights or the Warrants.
(4) Confirmation on the property required for the payment by the allottee
Regarding the property required for the payment by the allottee, Whiz Partners, the managing partner of theallottee, reported that Whiz Healthcare Japan 2.0 has a deposit balance of ¥3,970 million as of today, which
has been confirmed by SymBio via the bank passbook of Whiz Healthcare Japan 2.0, and that the payment
relative to the issuance of the Bonds with Stock Acquisition Rights and the Warrants is planned to be madefrom said deposit balance.
Whiz Partners also reported that the allottee intends to invest its assets, which total ¥15,480 million, and thatthe paid in amount as of the date of submission of the securities report is ¥8,140 million. As the investment
method for the remaining ¥7,340 million is specified to be via a capital call in the partnership agreement of
Whiz Healthcare Japan 2.0, the funds required for the exercise of the Warrants after said fund procurement isannounced shall be requested of the respective investors in Whiz Healthcare Japan 2.0 in accordance withthe partnership agreement. SymBio has confirmed the names of said investors, the respective amounts
committed by said investors, and various terms and conditions of the partnership agreement including thecapital call, and has received reports from the allottee that part of the remaining ¥7,340 million shall beappropriated to the payment relating to the exercise of the Warrants.
Therefore, SymBio judges that there is no problem with the planned payment of the respective amounts to
be paid relative to the issuances of the Bonds with Stock Acquisition Rights and the Warrants and theexercise of the Warrants.
(5) Agreement regarding borrowing/lending of share certificatesIn association with the issuance of the Bonds with Stock Acquisition Rights and the Warrants, Fuminori
Yoshida, Representative Director, President and Chief Executive Officer of SymBio and one of its major
shareholders, intends to lend SymBio’s common shares held thereby to the allottee. The allottee will notborrow SymBio’s common shares for the purpose of short selling relative to the Third-Party Allotment otherthan sales for risk hedging purposes within the quantitative scope of SymBio’s common shares to beacquired through the exercise of the Convertible Bond Type Stock Acquisition Rights and the Warrants.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 21 -

7. Major shareholders and shareholding ratio thereof after the third-party allotment
Before the allotment
After the allotment
Fuminori Yoshida

9.63%

Whiz Healthcare Japan 2.0 Investment
Limited Partnership

36.59%

Cephalon, Inc.
(Standing proxy: Teva Pharmaceutical K.K.)

7.99%

Fuminori Yoshida

6.11%

Eisai Co., Ltd.

2.57%

Cephalon, Inc.
(Standing proxy: Teva Pharmaceutical K.K.)

5.07%

Waseda No. 1 Investment L.P.

2.11%

Eisai Co., Ltd.

1.63%

Oak Capital Corporation

1.90%

Waseda No. 1 Investment L.P.

1.34%

SBI SECURITIES Co., Ltd.

1.19%

Oak Capital Corporation

1.20%

Matsui Securities Co., Ltd.

0.99%

SBI SECURITIES Co., Ltd.

0.76%

Japan Securities Finance Co., Ltd.

0.97%

Matsui Securities Co., Ltd.

0.62%

Rakuten Securities, Inc.

0.74%

Japan Securities Finance Co., Ltd.

0.62%

Hideyuki Hase

0.63%

Rakuten Securities, Inc.

0.47%

Notes:
1. The shareholding ratio before the allotment is prepared based on the shareholders’ register as ofDecember 31, 2015.
2. The shareholding ratio after the allotment is calculated based on the number of shares before theallotment by adding the number of shares to increase if all the Convertible Bond Type Stock Acquisition
Rights and the Warrants are exercised.
3. Although the holding policy of Whiz Healthcare Japan 2.0, the allottee, is not for long-term holding asstated in 6 (3) “Holding policy of the allottee,” the shareholding ratio after the third-party allotment iscalculated assuming all the Convertible Bond Type Stock Acquisition Rights and the Warrants are
exercised.
4. The ratios above are calculated with their third decimal place rounded off to the second decimal place.
8.

Future perspective:
There is no impact of the issuance of the Bonds with Stock Acquisition Rights and the Warrants by theThird-Party Allotment on the business performance for the term under review (year ending December 2016).
SymBio plans to disclose, at such time as it deems appropriate, possible changes and/or revisions to its
future business performance due to the acquisition of companies who own new drug candidates or theacquisition of rights for new drug candidates.

9.

Matters relating to procedures based on the code of conduct of corporations:
As a significant dilution of SymBio’s common shares with a dilution ratio of 25% or more is expected fromthe Third-Party Allotment, it is required that SymBio either 1) obtain an opinion from persons who are
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 22 -

independent from management to a certain degree with regard to the necessity and appropriateness of said
allotment or 2) take the procedure of confirming the intent of shareholders by resolution at a generalshareholders’ meeting with regard to said allotment in accordance with Article 432 of the Securities Listing
Regulations established by the Tokyo Stock Exchange.
The funds to be procured by the Third-Party Allotment do not immediately cause a dilution of shares, unlike
the issuance of shares. In addition, in view of SymBio’s current financial conditions, a swift procurement offunds through the Third-Party Allotment is required. In the case the procedure of confirming the intent ofshareholders by resolution relative to the Third-Party Allotment at a general shareholders’ meeting is adopted,
it will take approximately two months to obtain such resolution at an extraordinary general shareholders’meeting and considerable expenses to hold an extraordinary general shareholders’ meeting. By
comprehensively taking into account the aforementioned circumstances, SymBio has determined to obtainsuch opinion regarding the necessity and appropriateness of the Third-Party Allotment from a third-party
committee that is independent from management to a certain degree.
To this end, SymBio has established a third-party committee (hereinafter, the “Third-Party Committee”)
consisting of four persons (Wataru Kamoto, an attorney with Hogan Lovells Horitsu Jimusho, who is an
outside expert with no interest in SymBio; Takako Ebata, who retired from office of SymBio director due tothe expiration of her term of office at the 11th Ordinary General Shareholders’ Meeting held on March 30,
2016; Takeshi Masuda, an outside auditor of SymBio; and Chikara Shimazaki, an outside auditor of SymBio
and an independent officer who has no conflicts of interest with general shareholders as stipulated by the
Tokyo Stock Exchange) who are independent from management to a certain degree. SymBio requested an
objective opinion of the Third-Party Committee with regard to the necessity and appropriateness of theThird-Party Allotment and obtained the following written opinion as of March 28, 2016. A summary of theThird-Party Committee’s opinion is as follows:
Conclusion of the opinion:
There is no problem with regard to the necessity and appropriateness of the Third-Party Allotment.
Reasons for the above conclusion:• SymBio’s business models essentially require securing new drug candidates in terms of its businessstrategy. Therefore, funds are necessary for the acquisition of companies who own new drug candidates
or the acquisition of rights for new drug candidates and for subsequent research and development, as
well as for the research and development of existing developed drugs. There is the necessity of fundprocurement.
• Compared to other fund procurement means such as bank loans, the issuance of new shares (by public
offering or a third-party allotment) and the issuance only of warrants, no unreasonable issues were
found in this fund procurement through the combination of the Bonds with Stock Acquisition Rights
and the Warrants.
• The allottee has sufficient investment records, and an investigation by a third-party organization has
been conducted including the investors in the allottee.
• The fair value of the Securities was appraised by a time-proven, third-party organization with regard
to the appropriateness of the issue price, and no unreasonable issues were found in the process andNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 23 -

evaluation results thereof.
• Although a considerable dilution of shares would occur due to the Third-Party Allotment, positiveeffects are expected to surpass the negative ones resulting from the dilution by appropriating the
procured funds for the acquisition of companies who own new drug candidates or the acquisition ofrights for new drug candidates, which leads to the improvement of SymBio’s corporate value.
As a result of its discussion and evaluation in reference to the above written opinion, SymBio resolved to
conduct the Third-Party Allotment at the Board of Directors meeting held on April 6, 2016.
*As attorney Wataru Kamoto has had no transactions with SymBio, including any contractual consultancy
relationship with SymBio, the independency of the Third-Party Committee is ensured.
10. Business performance and equity finances for the most recent three years(1) Operating results for the past three years
Settlement term

Year ended
December 2013

Year ended
December 2014

Year ended
December 2015

Net sales (Thousands of yen)

1,532,054

1,955,027

1,933,241

Operating income (Thousands of yen)

(1,680,528)(1,303,279)(2,551,662)

Ordinary income (Thousands of yen)

(1,601,424)(1,110,316)(2,630,386)

Net income (Thousands of yen)

(1,605,224)(1,115,877)(2,632,095)

Net income per share (Yen)(69.29)(36.26)(81.26)

Dividends per share (Yen)

－

－

－

Net assets per share (Yen)

239.48208.80127.56(2) Number of issued shares and residual securities (As of March 31, 2016)
Percentage relative to the
Number of shares
number of issued shares
Number of issued shares
32,390,923
100%
Number of residual securities atthe conversion price (exercise
5,989,000
18.49%
price) at present
Number of residual securities atthe lower-limit of the conversion－－
price (exercise price)
Number of residual securities at
the upper-limit of the conversion－－
price (exercise price)
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 24 -

(3) Recent stock prices
1) For the most recent three years
Year ended December
2013
Opening price¥305
Highest price¥1,580
Lowest price¥299
Closing price¥3802) For the most recent six months
November
DecemberYear ended December
2014
¥385
¥430
¥191
¥357

January

February

Year ended December
2015
¥357
¥408
¥171
¥232

March

April

Opening price

¥211

¥203

¥242

¥190

¥194

¥217

Highest price

¥222

¥302

¥249

¥246

¥241

¥221

Lowest price

¥190

¥177

¥168

¥170

¥194

¥206

Closing price

¥201

¥232

¥187

¥198

¥220

¥211

3) Stock prices on the business day immediately preceding the date of resolution at the Board of Directors
meeting relative to said issuance
April 5, 2016
Opening price¥219
Highest price¥221
Lowest price¥208
Closing price¥211(4) Equity finances for the most recent three years
・Issuance of the 2nd unsecured bonds with convertible bond type stock acquisition rights by third-party allotment
Due date of payment
December 1, 2014
Amount of funding¥500,000,000
Conversion price¥300 per share
Number of issued shares at the time of
30,724,257
subscription
Allottee
Oak Capital Corporation
Number of residual securities due to
1,666,666
the subscription
Conversion status at present
Number of converted shares: 1,666,666(All the bonds with stock acquisition rights have been converted.)
Initial use of funds at the time of
Expenses involved in the introduction of new drug candidates
issuance
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 25 -

Planned timing for disbursement at thetime of issuanceAppropriation status at present

From December 2014, as needed
The funds have been fully appropriated according to the initial usesof funds.

・ Issuance of the 34th stock acquisition rights by third-party allotment
Date of allotment
December 1, 2014
Number of stock acquisition rights
3,030,400
issuedIssue priceTotal of ¥10,363,968 (¥342 per stock acquisition right)
Planned amount of funding at the time ¥1,010,395,968
of issuance(Breakdown)
Portion from the issuance of stock acquisition rights: ¥10,363,968
Portion from the exercise of stock acquisition rights: ¥1,000,032,000
Allottee
Oak Capital Corporation
Number of issued shares at the time of
30,724,257
subscription
Number of residual securities due to
3,030,400
the subscription
Exercise status at present
Number of exercised shares: - shares
Procured funds at present¥10 million
Initial use of funds at the time of
Expenses involved in the introduction of new drug candidates
issuance
Planned timing for disbursement at the
From December 2014, as needed
time of issuanceAppropriation status at present
The funds procured at present have been fully appropriatedaccording to the initial uses of funds.
・Capital increase by public offering
Due date of payment
Amount of funding
Issue price
Number of issued shares at the time ofsubscription
Number of shares issued from thesubscription
Number of issued shares after thesubscription
Initial use of funds at the time ofissuance

December 4, 2013
¥2,688,080,000¥400
23,052,157
6,720,200
29,772,357
1) Expenses required for the development of SyB L-1101 for thetreatment of refractory/relapsed MDS

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 26 -

2) Expenses required for the development of SyB C-1101 for thetreatment of frontline MDS
3) Expenses required for the extension of indications of SyB L/C-1101
other than MDS, as well as milestone payments

Planned timing for disbursement at thetime of issuanceAppropriation status at this time

From January 2014, as needed
The funds have been appropriated according to the initial uses offunds.

・ Capital increase by third-party allotment (sale through over-allotment)
Due date of payment
December 25, 2013
Amount of funding¥344,760,000
Issue price¥400
Number of issued shares at the time of
29,772,357
subscription
Number of shares issued from the861,900
subscription
Number of issued shares after the
30,634,257
subscription
Allottee
SMBC Nikko Securities Inc.
1) Expenses required for the development of SyB L-1101 for theInitial use of funds at the time oftreatment of refractory/relapsed MDS
issuance2) Expenses required for the development of SyB C-1101 for thetreatment of frontline MDS
3) Expenses required for the extension of indications of SyB L/C-1101
other than MDS, as well as milestone payments
Planned timing for disbursement at the
From January 2014, as needed
time of issuanceAppropriation status at present
The funds have been appropriated according to the initial uses offunds.
[Contact]
Investor Relations
Tel: +81(0)3 5472 1125
End

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 27 -

【Exhibit 1】
Terms and Conditions for the Issuance of SymBio Pharmaceuticals Limited’s
3rd Unsecured Bonds with Convertible Bond Type Stock Acquisition Rights
These terms and conditions shall apply to the 3rd Unsecured Bonds with Convertible Bond Type Stock
Acquisition Rights of SymBio Pharmaceuticals Limited (hereinafter “SymBio”) to be issued on April 22, 2016
by resolution of the Board of Directors held on April 6, 2016.
1. Designation of the bonds for subscription
SymBio Pharmaceuticals Limited’s 3rd Unsecured Bonds with Convertible Bond Type Stock Acquisition
Rights (hereinafter, the “Bonds with Stock Acquisition Rights,” of which the bonds shall be the “Bonds,”
the stock acquisition rights shall be the “Warrants.”)
2. Total amount of bonds for subscription¥3,000 million (total par-value of ¥3,000 million)
3. Par-value of each bond certificate for subscription
One type of ¥75,000,000
4. Amount to be paid for each bond for subscription¥75,000,000 (¥100 per par-value of ¥100)
5. Amount to be paid for each stock acquisition rightNo payment of money is required in exchange for the Warrants.
6. Certificates of the Bonds with Stock Acquisition Rights
Bond certificates or instruments for stock acquisition rights shall not be issued relative to the Bonds with
Stock Acquisition Rights.
Neither the Bonds portion nor the Warrants portion of the Bonds with Stock Acquisition Rights can beseparately transferred in accordance with Article 254, Paragraphs 2 and 3, of the Companies Act.
7. Interest rate for bonds
The Bonds do not bear interest.
8. Deadline for application
April 22, 20169.

Location for handling applications
Legal Affairs & Global Alliance Management, SymBio Pharmaceuticals Limited
3-2-2, Toranomon, Minato-ku, Tokyo
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 28 -

10. Due date of payment of the Bonds
April 22, 2016
11. Date of allotment for the Warrants
April 22, 201612. Method for subscription
All the Bonds with Stock Acquisition Rights shall be allotted to Whiz Healthcare Japan 2.0 Investment
Limited Partnership (the “allottee”) via third-party allotment.
13. Secured mortgage and guarantee
No secured mortgage or guarantee is provided for the Bonds with Stock Acquisition Rights. There are no
assets especially reserved for the Bonds with Stock Acquisition Rights.
14. Non-establishment of bond managers
As the Bonds with Stock Acquisition Rights meet the requirements as stipulated in the provisos of Article
702 of the Companies Act and Article 169 of the Ordinance for Enforcement of the Companies Act, bondmanagers shall not be established.
15. Special contract regarding financial matters(1) Negative pledge clause
If SymBio has a security interest placed on other bonds with convertible bond type stock acquisition rights(the “Bond with Share Options,” as set forth in Article 2, Item 22 of the Companies Act, meaning any
bonds with attached stock acquisition rights that have such bonds relative to said stock acquisition rights astheir objective of investment in accordance with Article 236, Paragraph 1, Item 3 of the Companies Act)
that will be issued domestically after the issuance of the Bonds with Stock Acquisition Rights in accordancewith the Secured Bonds Trust Act, SymBio shall have a security interest of the same rank placed in theorder of priority relative to the Bonds with Stock Acquisition Rights in accordance with the above Act aslong as an outstanding balance for redemption remains regarding the Bonds. If SymBio has a security
interest placed on the Bonds with Stock Acquisition Rights, SymBio shall complete the necessary
procedures such as procedures for registration of the establishment of a security interest and publicly
announce the establishment of said security interest in accordance with Article 41, Paragraph 4 of the
Secured Bonds Trust Act.
(2) Other provisions
No other special contracts regarding financial matters such as a pledge transfer clause cover the Bonds with
Stock Acquisition Rights.
16. Method for the redemption of bonds(1) The Bonds shall be redeemed on April 22, 2019 (hereinafter, the “Term of Redemption”), for the entire
amount at the rate of ¥100 per par-value of ¥100.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 29 -

(2) During the period from April 23, 2016 to April 19, 2019, SymBio may, at its discretion, make anadvanced redemption of all or part of the remaining Bonds with Stock Acquisition Rights with thebondholders of the Bonds with Stock Acquisition Rights (the “Bondholders”) at the amounts resulting
from multiplying their par-value amounts by the ratios described below on the date of the advanced
redemption by sending an advance notice, which should be given during a period not less than one
month prior to the date of the redemption, which shall be before the Term of Redemption.
1) From April 23, 2016 to April 22, 2017:100.5%
2) From April 23, 2017 to April 22, 2018:
101.0%
3) From April 23, 2018 to April 19, 2019:
101.5%(3) After the issuance of the Bonds with Stock Acquisition Rights, during the period up to April 22, 2018,
the Bondholders shall have a right to request that SymBio, at the Bondholders’ discretion, make anadvanced redemption of all or part of the Bonds with Stock Acquisition Rights held at the amounts
resulting from multiplying their par-value amounts by 110.0% on the date of the advanced redemption
by sending an advance notice, which should be given no later than 15 business days prior to the date of
the redemption.
(4) In the case the date for redemption of the Bonds with Stock Acquisition Rights based on this Paragraphfalls on a bank holiday, the redemption date shall be the bank business day immediately preceding thebank holiday.
17. Special contract regarding the forfeiture of the benefit of time
SymBio shall lose the benefit of time for the Bonds upon each of the following cases. In the case SymBio has
lost the benefit of time for the Bonds, it shall immediately notify the Bondholders to this effect.
(1) In the case SymBio violates any provision in Paragraph 15 Item (1) or Paragraph 16 of these terms andconditions with regard to any of the Bonds, and is unable to remedy them within 30 days;(2) In the case SymBio has lost the benefit of time for bonds other than the Bonds or is unable tocompensate for them although their term has become due;(3) In the case SymBio has lost the benefit of time for any debt obligation other than the Bonds, or SymBio
cannot perform a guarantee obligation with regard to any bonds other than SymBio’s or other debt
obligations for which SymBio has guaranteed, although said obligation has become enforceable.
Provided, however, that this provision shall not apply to the case where the total sum (after conversion
into Japanese yen) of said obligation does not exceed ¥100 million;(4) In the case SymBio has filed a petition for commencing the procedures of bankruptcy, civil
rehabilitation, corporate reorganization or special liquidation of SymBio, or SymBio’s Board of
Directors has passed a resolution for dissolution (excluding the case of an incorporation-type merger oran absorption-type merger, via which the obligations related to the Bonds with Stock Acquisition
Rights are succeeded by the resulting new company or surviving company, thereby not harming theinterests of the Bondholders);(5) In the case SymBio is subject to a determination commencing the procedures of its bankruptcy, civil
rehabilitation or corporate reorganization, or an order for commencing the procedures of its special
liquidation; or(6) In the case a compulsory execution, provisional seizure or provisional settlement has been issued on the
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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assets indispensable for SymBio’s business operation, a petition for auction (including public sales)
has been filed for such assets or such assets have been seized to pay a delinquent debt, or other facts
have occurred that result in significant damage to the credibility of SymBio.
18. Number of the stock acquisition rights attached to the Bonds
One Warrant shall be attached to each Bond, and a total of 40 Warrants shall be issued.
19. Details of the Warrants(1) Class and number of shares underlying the Warrants and the calculation method for the number
The class of shares underlying the Warrants shall be common shares of SymBio. The number of
SymBio’s common shares to be newly issued or those held by SymBio to be disposed of instead of such
issuance at the exercise request of the Warrants (hereinafter, such issuance or disposal of SymBio’s
common shares shall be referred to as “delivery”) shall be the largest integer quotient of the total amountto be paid for the Bonds relative to the Warrants subject to the exercise request, divided by theconversion price stated in Item (3) of this Paragraph (such conversion price shall be the conversion priceafter adjustment in the case the conversion price is adjusted in accordance with Items (4) to (8) of thisParagraph). Provided, however, that fractions less than one share resulting from the exercise shall betruncated and no adjustment with cash shall be made.
(2) Description and value of the property contributed in exercising the Warrants
The property contributed when a Warrant is exercised shall be the Bonds relative to said Warrants. The
value of the Bonds shall be equal to the amount paid in relative to said Bonds.
(3) Conversion Price
The per-share value (hereinafter, the “Conversion Price”) used in calculating the number of SymBio’s
common shares to be delivered through the exercise of each Warrant shall be ¥211.
(4) Adjustment of the Conversion PriceIn the case the number of issued common shares of SymBio changes or could change by reason of any
event as stipulated in Item (5) of this Paragraph after SymBio has issued the Bonds with Stock
Acquisition Rights, SymBio shall adjust the Conversion Price in accordance with the following equation(hereinafter, the “Conversion Price Adjustment Formula”).
NumberConversion
Price after
adjustmentof shares

Conversion＝

Price before
adjustment

Number of×

delivered shares＋already
issued×

Amount to be paid
per share

Market price

Number of shares already issued＋Number of delivered shares(5) The cases in which the Conversion Price is adjusted according to the Conversion Price Adjustment
Formula and the timing for applying the Conversion Price after adjustment shall be as set forth below.
1) If common shares are delivered at an amount to be paid lower than the market price (set forth in Item
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 31 -

(7), 2) of this Paragraph): (except for the cases of (i) the delivery of SymBio’s common shares inexchange for acquisition of the shares subject to call and shares with a put option, which are issued by
SymBio, or stock acquisition rights subject to call (including those attached to bonds with stockacquisition rights), or (ii) the delivery of SymBio’s common shares by the conversion, exchange or
exercise of stock acquisition rights (including those attached to bonds with stock acquisition rights),other instruments or rights that allow a request for delivery of SymBio’s common shares);the Conversion Price after adjustment shall apply on and after the day following the due date ofpayment (such date shall be the last day of the payment period for subscription if such a period forsubscription is established: hereinafter, the same shall apply) or on and after the day following thereference date for delivery if such a reference date for delivery is established.
2) If SymBio’s common shares are newly issued through a stock split of SymBio’s common shares or a
gratis allotment of SymBio’s common shares;
the Conversion Price after adjustment shall apply on and after the day following the reference date forthe stock split or on and after the day following the effective date of the gratis allotment of SymBio’s
common shares. Provided, however, if a reference date for granting the right to receive the gratis
allotment of SymBio’s common shareholders is established, the Conversion Price after adjustment
shall apply on and after the day following said reference date.
3) If any instruments, which are acquired by SymBio or with which the acquisition of SymBio’s
common shares by SymBio may be requested, in exchange for the delivery of SymBio’s commonshares at a price lower than the market price (set forth in Item (7), 2) of this Paragraph), or stockacquisition rights or bonds with stock acquisition rights with which the delivery of SymBio’s
common shares may be requested, are issued (including gratis allotment);
the Conversion Price after adjustment shall be calculated by applying the Conversion Price
Adjustment Formula on the assumption that all the issued shares, stock acquisition rights (including
those attached to bonds with stock acquisition rights) and other instruments or rights, with which theacquisition of SymBio’s common shares by SymBio may be requested, (hereinafter collectively the“Shares, etc. with a Put Option”) are converted, exchanged or exercised under the initial conditions,
thereby resulting in the delivery of SymBio’s common shares. The Conversion Price after adjustment
shall apply on and after the day following the due date of payment of Shares, etc., with a Put Option(the date of allotment if the stock acquisition rights are issued free of charge) or on and after the day
following the reference date for granting the right to receive the gratis allotment to shareholders if
such a reference date is established (the effective date if such a reference date is not established).
Notwithstanding the above, if the substantial consideration for SymBio’s common shares deliveredby conversion, exchange or execution of the Shares, etc., with a Put Option has not been determinedat the time of issuance of such Shares, etc., with a Put Option, the Conversion Price after adjustment
shall be calculated applying the Conversion Price Adjustment Formula mutatis mutandis on theassumption that all the Shares, etc., with a Put Option are converted, exchanged or exercised under
the conditions at that time when such substantial consideration is determined, thereby resulting in thedelivery of SymBio’s common shares, and be applied on and after the day following the day whensuch substantial consideration is determined.
4) Regarding the respective transactions described in 1) through 3) of this Item, if a reference date for
granting a right to receive the allotment to SymBio’s common shareholders is established and theNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 32 -

effectuation of the allotment is subject to approval at a general shareholders’ meeting, a Board of
Directors meeting or by any other relevant SymBio body on and after said reference date, theConversion Price after adjustment shall apply on and after the day following the day when said
approval is given.
In this case, according to the following calculation method, SymBio’s common shares shall bedelivered to right holders of the stock acquisition rights who exercised the Warrants during the period
from the date following the reference date to the day when said transaction was approved. In this case,fractions less than one share shall be truncated and no adjustment with cash shall be made. However,the provision in Item (17) of this Paragraph shall apply mutatis mutandis to the delivery of shares.
(Conversion Price before adjustment ‒ Conversion Price after adjustment)
Number of shares =× Number of shares delivered at the Conversion Price before adjustment within the applicable period
Conversion Price after adjustment(6) If the difference between the Conversion Price after adjustment and the Conversion Price before
adjustment, both of which have been calculated according to the Conversion Price Adjustment
Formula, remains below one (1) yen, the Conversion Price shall not be adjusted. Provided, however,that if SymBio adjusts the Conversion Price for any reason requiring such an adjustment thereafter,
SymBio shall use a value that deducts the aforementioned difference from the Conversion Price
before adjustment instead of the Conversion Price before adjustment in the Conversion Price
Adjustment Formula.
(7) 1) Regarding the calculation using the Conversion Price Adjustment Formula, the numbers below one
yen shall be calculated to a second decimal place with the resulting numbers rounded off to the firstdecimal place.
2) The market price used in the Conversion Price Adjustment Formula shall be the average value ofthe closing prices of SymBio’s common shares for regular transactions at Tokyo Stock Exchangeover 30 transaction days (excluding the days without a closing price and including indicative prices
displayed) that start from the 45th transaction day prior to the day when the Conversion Price after
adjustment is first applied. In this case, regarding the calculation of the average value, the numbers
below one yen shall be calculated to a second decimal place with the resulting numbers rounded off
to the first decimal place.
3) The number of common shares already issued, which is used in the Conversion Price Adjustment
Formula, shall be the difference after deducting from the number of issued common shares of
SymBio the number of SymBio’s common shares held thereby on the reference date of allotment
for shareholders if it is established, or if not established, the day one month prior to the day when
the Conversion Price after adjustment is first applied.
(8) Except for cases that require an adjustment of the Conversion Price set forth in Item (5) of thisParagraph, SymBio may adjust the Conversion Price in the following cases, as required, throughdiscussions with the Bondholders upon approval thereof.
1) When an adjustment of the Conversion Price becomes necessary due to consolidation of shares,
a capital reduction, a merger; an incorporation-type company split as set forth in Article 762,
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 33 -

Paragraph 1 of the Companies Act; an absorption-type company split as set forth in Article 757
of the Companies Act, a share exchange or a share transfer;2) When an adjustment of the Conversion Price becomes necessary because any other event thatcauses or might possibly cause a change to the number of issued common shares of SymBio has
occurred;3) When an adjustment of the Conversion Price becomes necessary for the gratis allotment ofshares of other classes to SymBio’s common shareholders; and/or
4) If several events that require the adjustment of the Conversion Price have occurred at extremely
short intervals, in considering the market price that should be used in calculating the Conversion
Price after adjustment associated with or resulting from one cause, it is necessary to take into
account the effects attributable to the other cause.
(9) In the case of an adjustment of the Conversion Price pursuant to Items (4) through (8) of this Paragraph,
SymBio shall inform, in advance, the Bondholders in writing of the intent and reason(s) of suchadjustment, the Conversion Price before adjustment, the Conversion Price after adjustment, thecommencement date to apply the Conversion Price after adjustment and other necessary matters by the
day immediately preceding the date of the commencement date for application. Provided, however,that if SymBio cannot inform the aforementioned information by the day immediately preceding thedate of said commencement date for application, SymBio shall inform promptly on and after thecommencement date for application.
(10) Period during which the Warrants can be exercised
The Warrants can be exercised at any time during the period from April 23, 2016, through April 19,
2019. The exercisable period shall be 1) up to the bank business day preceding the date of redemption
if SymBio, at its discretion, conducts an advanced redemption for the Bonds with Stock Acquisition
Rights; 2) up to the time when the benefit of time is forfeited if SymBio has lost the benefit of time
regarding the Bonds with Stock Acquisition Rights; or 3) up to the bank business day preceding thedate of redemption if an advanced redemption is conducted for the Bonds with Stock Acquisition
Rights at the discretion of the Bondholders. In all three cases above, the Warrants are not to be
exercised on and after April 20, 2019.
(11) Other conditions for exercising the Warrants
Partial exercise of each Warrant shall not be permitted.
(12) Cause and conditions for acquisition of the Warrants
The cause and conditions for acquisition of the Warrants shall not be stipulated.
(13) Issue price of shares and the amount to be contributed to capital stock in the event of share issuancethrough the exercise of the stock acquisition rights
1) Per-share issue price when shares are issued by exercising the stock acquisition rights
The issue price for a common share of SymBio issued through the exercise of the Warrants isthe amount resulting from dividing the total amount to be paid for the Bonds relative to theexercise of the Warrants by the number of shares described in Item (1) of this Paragraph.
2) Increase in capital stock and legal capital surplus in the case of the issuance of new shares
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 34 -

through the exercise of the stock acquisition rights
In the event of share issuance by exercising the Warrants, the amount to be contributed to capitalstock shall be half the upper limit of an increase in capital stock and legal capital surplus
calculated in accordance with Article 17, Paragraph 1 of the Corporate Accounting Rules, withany fractions less than one yen resulting from such calculation rounded up. The increase in legal
capital surplus in the event of share issuance by exercising the Warrants shall be the amountdeducting the amount to be contributed to capital stock from the upper limit of an increase incapital stock and legal capital surplus.
(14) Reason for not requiring payment of money in exchange for the Warrants and reason for the
calculation of the conversion price
The Warrants are attached to bonds with convertible bond type stock acquisition rights. The
payment of money in exchange for the Warrants was determined not necessary by taking into
account the facts that the Warrants cannot be transferred separately from the Bonds; the Bonds arecontributed regarding said Warrants in exercising the Warrants; the fact that the Bonds and theWarrants are closely involved with each other; as well as various conditions stipulated in theseterms and conditions and the contract to be concluded with the allottee; the results of appraisal
related to the stock acquisition rights in the evaluation report by an independent third party
organization using the Monte Carlo simulation method, a commonly used price calculation model
for stock options and the like; and the economic value that SymBio might obtain subject to otherconditions for issuance such as interest rate, advanced redemption and issue price for the Bonds.
The initial conversion price was determined to be ¥211.
(15) Method for the Exercise Request of stock acquisition rights
When making Exercise Request of the Warrants, the Bondholder shall use a written Exercise
Request form specified by SymBio, stating the Bond with Stock Acquisition Rights relating to
the Warrants intended for Exercise Request, the date when the request was made and affixing
his/her signature and seal thereon. The written Exercise Request then must be submitted to the
Exercise Request location, which is described in Item (18) of this Paragraph, during theexercisable period in Item (10) of this Paragraph.
(16) Effective date for the Exercise Request of stock acquisition rights
The Exercise Request shall become effective on the day all the documents necessary for the
Exercise Request have reached the Exercise Request location, which is described in Item (18) of
this Paragraph.
(17) Method to deliver shares
SymBio shall, after the Exercise Request of the Warrants has become effective, promptly notify
the information that needs to be newly recorded with regard to SymBio’s common sharesdelivered by exercising the Warrants to the book-entry transfer institution that handles SymBio’s
common shares, pursuant to Article 130, Paragraph 1 of the Act on Book-Entry of Company
Bonds, Shares, etc. and other related laws and regulations.
(18) Exercise Request location for the Warrants
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 35 -

Legal Affairs & Global Alliance Management, SymBio Pharmaceuticals Limited
3-2-2, Toranomon, Minato-ku, Tokyo, Japan
20. Clerical administrator for payment of redemption money ( Location for payment of redemption money)
Yotsuya Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
21. Method of public notice to the Bondholders
Public notices to the Bondholders shall be made with the method specified in the Articles of Incorporation of
SymBio. Provided, however, that unless otherwise stipulated by laws and regulations, any notices may bedirectly sent in writing to each Bondholder in place of a public notice.
22. Matters regarding a bondholders’ meeting(1)
A bondholders’ meeting for the Bonds shall be convened by SymBio, and public notice shall bemade to inform bondholders of the intent of holding such a meeting and the matters specified by
the respective Items of Article 719 of the Companies Act at least three weeks before the intended
date of holding the meeting.
(2)
A bondholders’ meeting for the Bonds shall be held in the Tokyo metropolitan area.
(3)
A Bondholder who holds not less than one-tenth (1/10) of the total amount of the Bonds(excluding the already redeemed amount) may request that SymBio convene a bondholders’meeting by submitting to SymBio a written document that includes such matters as the meeting’s
objective and the reason for convening the same.
23. Bearing of costs
The following expenses shall be borne by SymBio.
(1) Expenses relating to the public notice set forth in Paragraph 21.
(2) Expenses relating to the bondholders’ meeting set forth in Paragraph 22.
24. Restriction on transfer
The transfer of the Bonds with Stock Acquisition Rights shall require approval of SymBio’s Board of
Directors.
25. Others
(1)
(2)
(3)

Other necessary matters regarding the issuance of the Bonds with Stock Acquisition Rights shallbe entirely entrusted to the Representative Director and President of SymBio.
The issuance of the Bonds with Stock Acquisition Rights shall be on the condition that the
notification in accordance with the Financial Instruments and Exchange Act becomes effective.
In the case any measure becomes necessary to be taken including the provisions of these terms andconditions, of which terms should be replaced, for example, due to revisions to the Companies Act
and other laws, SymBio shall take such necessary measures.
End

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 36 -

【Exhibit 2】
Terms and Conditions for the Issuance of
SymBio Pharmaceuticals Limited’s 39th Stock Acquisition Rights
These terms and conditions shall apply to the 39th Stock Acquisition Rights of SymBio Pharmaceuticals Limited(hereinafter, “SymBio”) to be issued on April 22, 2016 by resolution of the Board of Directors held on April 6,
2016.
1. Designation of the stock acquisition rights
SymBio Pharmaceuticals Limited’s 39th Stock Acquisition Rights (hereinafter, the “Warrants”)
2. Class and number of shares underlying the Warrants(1) The class of shares underlying the Warrants shall be common shares of SymBio. The total number
thereof shall be 4,472,000. (The number of SymBio’s common shares to be newly issued or those held
by SymBio to be disposed of instead of such issuance at the exercise request of each Warrant(hereinafter, such issuance or disposal of SymBio’s common shares shall be referred to as “delivery”
and the number of such shares to be delivered shall be called the “Number of Delivered Shares”) shallbe 43,000.)
Provided, however, that in the case the Number of Delivered Shares is adjusted in accordance with
Items (2) to (4) of this Paragraph, the total number of underlying shares for the Warrants shall be
adjusted based on the Number of Delivered Shares after adjustment.
(2) If SymBio adjusts the exercise price (defined in Paragraph 10, Item (2) below) in accordance with
Paragraphs 11 and 12, the Number of Delivered Shares shall be adjusted in accordance with thefollowing equation. Provided, however, that fractions less than one share resulting from the adjustment
shall be truncated.
Number of
Delivered Shares
after adjustment

Number of Delivered Shares before adjustment × Exercise price before adjustment=
Exercise price after adjustment

The exercise prices before and after adjustment in the above equation shall be equal to the exercise
prices before and after adjustment, respectively, stated in Paragraphs 11 and 12 below.
(3) The commencement date to apply the Number of Delivered Shares after adjustment shall be the same
day to begin applying the exercise price after adjustment stipulated in Paragraphs 12 and 15 below
according to each reason of said adjustment.
(4) If the Number of Delivered Shares is adjusted, SymBio shall inform the right holders to the Warrants inwriting of the intent and reason(s) of such adjustment, the Number of Delivered Shares before
adjustment, the Number of Delivered Shares after adjustment, the commencement date to apply the
Number of Delivered Shares after adjustment and other necessary matters by the day immediately
preceding the date of said commencement date for application. Provided, however, that if theaforementioned information cannot be provided by the day immediately preceding the date of said
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

- 37 -

commencement date for application, SymBio shall inform promptly on and after the commencement
date for application.
3. Total number of the Warrants

104 units

4. Amount to be paid for each Warrant¥94,000 per Warrant

5. Total amount to be paid for the Warrants¥9,776,000

6. Deadline for application

April 22, 2016

7. Date of allotment and due date of payment

April 22, 2016

8. Application to be handled at
Legal Affairs & Global Alliance Management, SymBio Pharmaceuticals Limited
3-2-2, Toranomon, Minato-ku, Tokyo
9. Method for subscription and allottee
All the Warrants shall be allotted to Whiz Healthcare Japan 2.0 Investment Limited Partnership by third-party
allotment.
10. Value of the property contributed in exercising the Warrants(1) The property contributed when the Warrants are exercised shall be money, and the value thereof shall be
the product of the exercise price (defined below) multiplied by the Number of Delivered Shares inrelation to said exercise of the Warrants.
(2) The value of the invested property per share when SymBio’s common shares are delivered through theexercise of the Warrants (hereinafter the “Exercise Price”) shall be ¥211. Provided, however, that theExercise Price shall be adjusted in accordance with the provision of Paragraph 11 below.
11. Adjustment of the Exercise PriceIn the case the number of issued common shares of SymBio changes or could change by reason of any event
as stipulated in Paragraph 12 after the issuance of the Warrants, SymBio shall adjust the Exercise Price inaccordance with the following equation (hereinafter, the “Exercise Price Adjustment Formula”).
Number of
Exercise
Price
after
adjustment=

Exercise
Price before
adjustment

Number of shares×

already issued+

Delivered×

Amount to be paid

Sharesper share

Market price
Number of shares already issued+

Number of Delivered Shares

12. The cases in which the Exercise Price is adjusted according to the Exercise Price Adjustment Formula andthe timing for applying the Exercise Price after adjustment shall be as set forth below.
(1) If common shares are delivered at an amount to be paid lower than the market price (set forth in Item (2)of Paragraph 14): (except for the cases of (i) the delivery of SymBio’s common shares in exchange for
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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acquisition of the shares subject to call and shares with a put option, which are issued by SymBio, or
stock acquisition rights subject to call (including those attached to bonds with stock acquisition rights),or (ii) the delivery of SymBio’s common shares by the conversion, exchange or exercise of stockacquisition rights (including those attached to bonds with stock acquisition rights), other instruments orrights that allow a request for delivery of SymBio’s common shares);the Exercise Price after adjustment shall apply on and after the day following the due date of payment(such date shall be the last day of the payment period for subscription if such a period for subscription isestablished: hereinafter, the same shall apply) or on and after the day following the reference date fordelivery if such a reference date for delivery is established.
(2) If SymBio’s common shares are newly issued through a stock split of SymBio’s common shares or a
gratis allotment of SymBio’s common shares;
the Exercise Price after adjustment shall apply on and after the day following the reference date for thestock split or on and after the day following the effective date of the gratis allotment of SymBio’s
common shares. Provided, however, if a reference date for granting the right to receive the gratis
allotment of SymBio’s common shareholders is established, the Exercise Price after adjustment shallapply on and after the day following said reference date.
(3) If any instruments, which are acquired by SymBio or with which the acquisition of SymBio’s commonshares by SymBio may be requested, in exchange for the delivery of SymBio’s common shares at a
price lower than the market price (set forth in Item (2) of Paragraph 14), or stock acquisition rights orbonds with stock acquisition rights with which the delivery of SymBio’s common shares may berequested, are issued (including gratis allotment);
the Exercise Price after adjustment shall be calculated by applying the Exercise Price Adjustment
Formula on the assumption that all the issued shares, stock acquisition rights (including those attached
to bonds with stock acquisition rights) and other instruments or rights, with which the acquisition of
SymBio’s common shares by SymBio may be requested, (hereinafter collectively the “Shares, etc. witha Put Option”) are converted, exchanged or exercised under the initial conditions, thereby resulting in
the delivery of SymBio’s common shares. The Exercise Price after adjustment shall apply on and after
the day following the due date of payment of Shares, etc., with a Put Option (the date of allotment if thestock acquisition rights are issued free of charge) or on and after the day following the reference date for
granting the right to receive the gratis allotment to shareholders if such a reference date is established(the effective date if such a reference date is not established).
Notwithstanding the above, if the substantial consideration for SymBio’s common shares delivered byconversion, exchange or execution of the Shares, etc., with a Put Option has not been determined at thetime of issuance of such Shares, etc., with a Put Option, the Exercise Price after adjustment shall becalculated applying the Exercise Price Adjustment Formula mutatis mutandis on the assumption that all
the Shares, etc., with a Put Option are converted, exchanged or exercised under the conditions at thattime when such substantial consideration is determined, thereby resulting in the delivery of SymBio’s
common shares, and be applied on and after the day following the day when such a substantial
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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consideration is determined.
(4) Regarding the respective transactions described in Item (1) through (3) of this Paragraph, if a reference
date for granting a right to receive the allotment to SymBio’s common shareholders is established andeffectuation of the allotment is subject to approval at a general shareholders’ meeting, a Board of
Directors meeting or by any other relevant SymBio body on and after said reference date, the Exercise
Price after adjustment shall apply on and after the day following the day when said approval is given.
In this case, according to the following calculation method, SymBio’s common shares shall be delivered
to right holders of the stock acquisition rights who exercised the Warrants during the period from thedate following the reference date to the day when said transaction was approved. In this case, fractions
less than one share shall be truncated and no adjustment with cash shall be made. However, theprovision in Item (4) of Paragraph 24 shall apply mutatis mutandis to the delivery of shares.
(Exercise Price before adjustment ‒ Exercise Price after adjustment)
Number of shares =× Number of shares delivered at the Exercise Price before adjustment within the applicable period
Exercise Price after adjustment

13. If the difference between the Exercise Price after adjustment and the Exercise Price before adjustment, bothof which have been calculated according to the Exercise Price Adjustment Formula, remains below one (1)yen, the Exercise Price shall not be adjusted. Provided, however, that if SymBio adjusts the Exercise Pricefor any reason requiring such an adjustment thereafter, SymBio shall use the value that deducts theaforementioned difference from the Exercise Price before adjustment instead of the Exercise Price before
adjustment in the Exercise Price Adjustment Formula.
14. (1)

Regarding the calculation using the Exercise Price Adjustment Formula, the numbers below one yen
shall be calculated to a second decimal place with the resulting numbers rounded off to the firstdecimal place.

(2)

The market price used in the Exercise Price Adjustment Formula shall be the average value of theclosing prices of SymBio’s common shares for regular transactions at the Tokyo Stock Exchange over
30 transaction days (excluding the days without a closing price and including indicative prices
displayed) that start from the 45th transaction day prior to the day when the Exercise Price after
adjustment is first applied. In this case, regarding the calculation of the average value, the numbers
below one yen shall be calculated to a second decimal place with the resulting numbers rounded off tothe first decimal place.

(3) The number of common shares already issued, which is used in the Exercise Price Adjustment Formula,shall be the difference after deducting from the number of issued common shares of SymBio thenumber of SymBio’s common shares held thereby on the reference date of allotment for shareholders if
it is established, or if not established, the day one month prior to the day when the Exercise Price after
adjustment is first applied.
15. Except for cases that require an adjustment of the Exercise Price set forth in Paragraph 12, SymBio may
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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adjust the Exercise Price in the following cases, as required, through discussions with the right holders(which refer to the persons who hold the Warrants, hereinafter the same applies) upon approval thereof.
(1)

When an adjustment of the Exercise Price becomes necessary due to consolidation of shares, a capital
reduction, a merger; an incorporation-type company split as set forth in Article 762, Paragraph 1 of theCompanies Act; an absorption-type company split as set forth in Article 757 of the Companies Act, ashare exchange or a share transfer;(2)

When an adjustment of the Exercise Price becomes necessary because any other event that causes ormight possibly cause a change to the number of issued common shares of SymBio has occurred;(3)

When an adjustment of the Exercise Price becomes necessary for the gratis allotment of shares of otherclasses to SymBio’s common shareholders; and/or(4)

If several events that require the adjustment of the Exercise Price have occurred at extremely shortintervals, in considering the market price that should be used in calculating the Exercise Price after
adjustment associated with or resulting from one cause, it is necessary to take into account the effects
attributable to the other cause.

16. In the case of an adjustment of the Exercise Price pursuant to Paragraphs 11 through 15 of this paragraph,
SymBio shall inform, in advance, the right holders in writing of the intent and reason(s) of such adjustment,
the Exercise Price before adjustment, the Exercise Price after adjustment, the commencement date to apply
the Exercise Price after adjustment and other necessary matters by the day immediately preceding the dateof the commencement date for application. Provided, however, that if SymBio cannot inform theaforementioned information by the day immediately preceding the date of said commencement date forapplication, SymBio shall inform promptly on and after the commencement date for application.
17. Exercisable period for the Warrants
The period during which the Warrants can be exercised shall be from April 23, 2016 to April 22, 2021.
Provided, however, that if SymBio acquires the Warrants pursuant to Paragraph 19, such exercisable period
shall be until one week before the date of acquisition designated by a notice or public notice of said
acquisition.
18. Other conditions for exercising the Warrants
Partial exercise of each Warrant shall not be permitted.
19. Reasons and conditions for acquiring the Warrants(1) If the day of acquiring the Warrants is determined by SymBio’s Board of Directors, SymBio may
acquire all of the Warrants remaining on the date of acquisition designated by giving a notice or a public
notice two weeks in advance pursuant to the provisions of Article 273, Paragraphs 2 and 3 of theNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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Companies Act, for the same amount as the amount to be paid for each Warrant.
(2) If a merger contract with SymBio being an extinct company, an absorption-type company split
contract or incorporation-type company split plan with SymBio being a splitting company or a shareexchange contract or share transfer plan in which SymBio becomes a wholly owned subsidiary of
another company is approved by resolution of SymBio’s general shareholders’ meeting (or the Board of
Directors if such meeting’s resolution is not required), SymBio may acquire, by giving a notice or apublic notice pursuant to the provisions of Article 273, Paragraphs 2 and 3 of the Companies Act, all of
the Warrants remaining on the date otherwise specified by SymBio’s Board of Directors, for the sameamount as the amount to be paid for each Warrant.
20. Restriction on transfer of stock acquisition rights
The transfer of the Warrants shall require approval of SymBio’s Board of Directors.
21. Issuance of instruments for stock acquisition rights
SymBio shall not issue instruments for stock acquisition rights relative to the Warrants.
22. Increase in capital stock and legal capital surplus in the case of the issuance of new shares through theexercise of the Warrants(1) In the event of share issuance by exercising the Warrants, the amount to be contributed to capital stock
shall be half the upper limit of an increase in capital stock and legal capital surplus calculated inaccordance with Article 17 of the Corporate Accounting Rules, with any fractions less than one yen
resulting from such calculation rounded up.
(2) In the event of share issuance by exercising the Warrants, the amount of increase in legal capital surplus
shall be the amount after subtracting the amount to be contributed to capital stock stated in Item (1) of
this Paragraph from said upper limit of an increase in capital stock and legal capital surplus mentioned
in Item (1) of this Paragraph.
23. Basis for calculation of the amount to be paid for the Warrants and the value of the property contributed in
exercising the Warrants
The amount to be paid for the Warrants (¥94,000 per Warrant) was determined by taking into account theseterms and conditions, the terms and conditions set forth in the contract to be concluded with the allottee, andthe results of appraisal in the evaluation report by an independent third-party organization using the Monte
Carlo simulation method, a commonly used price calculation model. The value of the property invested in
exercising the Warrants shall be as stated in Paragraph 10, with the Exercise Price being equal to 100.0% of
the closing price of SymBio’s common shares at the Tokyo Stock Exchange on April 5, 2016.
24. Method for the Exercise Request of stock acquisition rights(1) A request for the exercise of the Warrants shall be handled at the location set forth in Paragraph 25(hereinafter the “Exercise Request Location”).
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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(2)1) Any right holder of the Warrants who wishes to exercise the Warrants must submit a written
Exercise Request, which is specified by SymBio (hereinafter a “Written Exercise Request”), to the
Exercise Request Location, after filling in necessary items, such as the content and number of theWarrants to be exercised, and affixing his/her signature and seal thereon, during the exercisable
period set forth in Paragraph 17.
2) Any right holder of the Warrants who wishes to exercise the Warrants shall transfer the entire amountof the money, which is deemed to be the objective of contribution in exercising the Warrants, to thedesignated account at the place for handling the payment set forth in Paragraph 26 (hereinafter the“Payment Handling Location”), in addition to the submission of the Written Exercise Request.
3) No one who has submitted the documents necessary for the exercise of the Warrants to the Exercise
Request Location may withdraw them without the written approval of SymBio.

(3) The exercise of the Warrants shall become effective on the day when all the documents necessary for
the Exercise Request have reached the Exercise Request Location and the entire amount of the money,
which is contributed in exercising the Warrants, has been remitted to the designated account at the
Payment Handling Location.
(4) SymBio shall, after the exercise request of the Warrants has become effective, promptly notify the
information that needs to be newly recorded with regard to SymBio’s common shares delivered byexercising the Warrants to the book-entry transfer institution that handles SymBio’s common shares,
pursuant to Article 130, Paragraph 1 of the Act on Book-Entry of Company Bonds, Shares, etc. andother related laws and regulations.
25. Exercise Request Location
Legal Affairs & Global Alliance Management, SymBio Pharmaceuticals Limited
3-2-2, Toranomon, Minato-ku, Tokyo
26. Payment Handling Location
Yotsuya Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
27. Others(1) Other necessary matters regarding the issuance of the Warrants shall be entirely entrusted to theRepresentative Director and President of SymBio.
(2) The issuance of the Warrants shall be on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(3) In the case any measure becomes necessary to be taken including the provisions of these terms andconditions, of which terms should be replaced, for example, due to revisions to the Companies Act andother laws, SymBio shall take such necessary measures.
End
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th
stock acquisition rights, and not for the purpose of soliciting investment. This document does not constitute an offer of investment in
nor solicitation for purchase of the 3rd unsecured bonds with convertible bond type stock acquisition rights and the 39th stockacquisition rights within the United States. Regarding the 3rd unsecured bonds with convertible bond type stock acquisition rights
and the 39th stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of them under the UnitedStates Securities Act of 1933. The securities may not be offered or sold in the United States without a registration or an exemption
from registration under the United States Securities Act of 1933. No offer of securities in the United States will be made inconnection with this transaction.

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