February 27, 2020
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director,
President and Chief Executive Officer
Notice of the Issuance of the 50th and 51st Stock Acquisition Rights with Exercise Price Revision Clauses
and Conclusion of Third-Party Allotment Agreement (Commit Issue Program)
TOKYO, Japan, February 27, 2020—SymBio Pharmaceuticals Limited (JASDAQ: 4582) (“SymBio” or the“Company”) announces that at a Board of Directors meeting held today (the “Resolution Date”), it agreed with EVO
FUND (the “Allottee”) to issue the 50th and 51st stock acquisition rights (below, referred to individually as the “50thStock Acquisition Rights” and “51st Stock Acquisition Rights,” and both individually and collectively as the “Stock
Acquisition Rights”) and to enter with the Allottee into a third-party allotment agreement on stock acquisition rights(Commit Issue Program*; the “Purchase Agreement”), on condition of becoming effective via notification inaccordance with the Financial Instruments and Exchange Act.
This funding through the Stock Acquisition Rights (the “Funding”) was designed to obtain funds necessary to carryout business activities by around the middle of 2021, making steady progress toward profitability in FY 2021, as
disclosed in the medium-term management plan (the “Mid-Range Plan”) announced on February 6, 2020.
Fuminori Yoshida, SymBio’s President and CEO, notes that “SymBio’s Mid-Range Plan calls for the Company toachieve profitability in 2021. To be certain of reaching that goal, we have formulated a strategic financial partnershipwith the Evolution Financial Group since 2018, which has shown a deep understanding of SymBio’s businessdevelopment. As our ‘second initiation,’ in 2020 we plan to enter a business growth and expansionary phase. I am
convinced that this partnership will provide the financial foundation for us to achieve these goals.”
1. Summary of Subscription
Overview of the Issuance of the Stock Acquisition Rights(1) Date of allotment
March 16, 2020(2)

Total number of stockacquisition rights

10,000,000 units
50th Stock Acquisition Rights: 7,000,000 units
51st Stock Acquisition Rights: 3,000,000 units¥10,540,000(3)Issue price50th Stock Acquisition Rights: ¥1.06 (per unit)
51st Stock Acquisition Rights: ¥1.04 (same as the above)

Number of dilutive(4)

shares from theissuance(5)

Amount of funding
Exercise price and(6)conditions for revising
the exercise price

10,000,000 shares (one share per unit)
No maximum exercise price
While the minimum exercise price is ¥291, even at the minimum exercise price,
the number of dilutive shares is 10,000,000.
¥5,450,540,000 (Note)
Initial exercise price: ¥547
The initial revision of the exercise price on each tranche of the Stock
Acquisition Rights shall take place on March 17, 2020, and further revisions
shall take place after the passage of each subsequent five trading-day period.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

1(“trading days” refers to days on which trading sessions take place on Tokyo
Stock Exchange, Inc. (the “Tokyo Stock Exchange”). In the event the exercise
price is revised based on this paragraph, on the next trading day following thefifth trading day counted from the date on which the exercise price waspreviously revised (including that date; the “Revision Date”), the exercise priceshall be revised to an amount obtained by multiplying the simple average valueof the volume weighted average price of SymBio’s common shares in regular
trading announced by the Tokyo Stock Exchange on each trading day for thefive consecutive trading days prior to the Revision Date (the “Price Calculation
Period”) by 94%, truncating fractional amounts less than one yen (the“Standard Exercise Price”). However, the price shall be revised to the minimum
exercise price if the Standard Exercise Price falls below the minimum exercise
price as indicated in “(1) Overview of funding method 2) Revision of theexercise price” under “3. Overview of funding method and reason for
selection.” In addition, in the event of a reason for adjustment based on theprovisions of Paragraph 11 of the terms and conditions for the issuance of theStock Acquisition Rights during one of the Price Calculation Periods, thevolume weighted average price of SymBio’s common shares in regular trading
announced by the Tokyo Stock Exchange for each of the trading days for that
Price Calculation Period shall be adjusted, taking that reason into consideration.
Method for(7)

subscription or
allotment (Allottee)

All of the Stock Acquisition Rights shall be allotted to EVO FUND throughthird-party allotment.
SymBio and the Allottee shall enter into the Purchase Agreement, which enters
into force upon notification via a securities registration statement based on the
Financial Instruments and Exchange Act. The agreement states the exercise
commitment conditions indicated in “3. Overview of funding method and(8)

Othersreason for selection (1) Overview of funding method 1) Exercise commitment
conditions” below, and requires approval by SymBio’s Board of Directors, inorder for the Allottee to transfer the Stock Acquisition Rights.
The Purchase Agreement further provides that the 51st Stock Acquisition
Rights may be exercised following SymBio’s instructions (the “Instruction to
Exercise”).

(Note) The amount of funds to be raised is the total amount paid for the Stock Acquisition Rights and the value of
property contributed in exercising the Stock Acquisition Rights, less an estimated amount for the various
costs associated with issuing the Stock Acquisition Rights. The amount of funds raised may increase or
decrease if the exercise price is revised or adjusted. Furthermore, the amount of funds raised could change if
the Stock Acquisition Rights are not exercised within the exercise period or if the Stock Acquisition Rights
acquired by SymBio are cancelled. In addition, the value of property contributed upon exercising the Stock
Acquisition Rights is calculated based on the assumption that all of the Stock Acquisition Rights are
exercised at the initial exercise price. The actual amount raised may vary depending on market conditions at
the time the Stock Acquisition Rights are exercised.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

2

*Characteristics of the Stock Acquisition Rights
Commit Issue
The target numbers of SymBio’s common shares underlying each of the Stock Acquisition Rights (50th Stock
Acquisition Rights: 7,000,000 shares, 51st Stock Acquisition Rights: 3,000,000 shares) are determined in advance,and such Stock Acquisition Rights are designed so that the Allottee commits to their exercise. For the 50th Stock
Acquisition Rights, the exercise period begins on the trading day immediately following issuance. Once the exercise
period begins, the Allottee shall in principle exercise all of the 50th Stock Acquisition Rights (7,000,000 shares) (FullCommitment) within 106 trading days. Furthermore, the Allottee commits to the exercise of the 50th Stock
Acquisition Rights, a number corresponding to 2,800,000 shares or more, in principle within 56 trading days (FirstHalf Commitment) on or after the trading day following the date on which the 50th Stock Acquisition Rights areissued. The combination of this “First-Half Commitment” and the aforementioned “Full Commitment” arecharacteristic of the Commit Issue.
In principle, the Full Commitment Period refers individually and collectively to the 106 trading days starting fromthe trading day following the payment date for the 50th Stock Acquisition Rights in the case of the 50th Stock
Acquisition Rights, and in the case of the 51st Stock Acquisition Rights, the 46 trading days starting from the date
the Company specifies from the trading day after the Company gives an Instruction to Exercise (including that day
in either case). The First-Half Commitment Period refers in principle to the 56 trading days starting from the trading
day following the payment date for the 50th Stock Acquisition Rights. There is no First-Half Commitment for the
51st Stock Acquisition Rights.
Commit Issue Program
The combination of two Commit Issues is the feature of this funding (Commit Issue Program). In addition to the50th Stock Acquisition Rights, the Allottee has made a Full Commitment to exercise the entire amount of the 51st
Stock Acquisition Rights on instruction from SymBio up to the maximum amount issued in principle within 46
trading days starting from the date SymBio specifies from the trading day after the Company gives an Instruction to
Exercise. The 51st Stock Acquisition Rights are designed so that it cannot be exercised until the Company issues an
Instruction to Exercise. Dividing the exercisable period for the Stock Acquisition Rights into two enables theCompany to begin raising funds at a time of its choosing in line with funding needs, giving it a high degree of certainty
in terms of timing and amount in response to requirements during the expected disbursement period, allowing theCompany to deal with variations in timing and funding needs. This is in line with “4. Amount to be raised, as well as
the use and scheduled disbursement thereof (2) Specific uses of the amount to be raised,” discussed later. Conditions
for issuing an Instruction to Exercise are that SymBio does not continue to possess undisclosed insider information
at the time it issues an Instruction to Exercise and at the start of the exercise period, and that no portion of the 50th
Stock Acquisition Rights is remaining. Also, when there are fewer than 60 trading days remaining in the exercise
period for the 51st Stock Acquisition Rights, an Instruction to Exercise may be given, but Full Commitment does not
apply.
50th Stock Acquisition Rights

51st Stock Acquisition Rights

7,000,000 units

3,000,000 units

Total issue price¥7,420,000¥3,120,000

Total exercise price¥3,829,000,000 (Note 1)¥1,641,000,000 (Note 1)

Number of stock acquisition rights
issuedNote: 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

3

In principle, a period of
approximately five months after
Expected exercise period

issuance (except if Reasons forExtension of the Commitment
Period occur)

Number of revisions (in principle)

Exercise price

Full Commitment

In principle, roughly two months
from date specified by SymBio after
the Company issues an Instruction to
Exercise (except if Reasons forExtension of the Commitment
Period occur)

Total of 21 (planned)

Total of 9 (planned)(revised every five trading days; 21(revised every five trading days;

times)

nine times)

94% of simple average VWAP over

94% of simple average VWAP over

five consecutive trading days

five consecutive trading days

Commitment, in principle, toCommitment, in principle, toexercise all of the Stock Acquisition

exercise the complete number ofRights issued within 106 trading

Stock Acquisition Rights specified

days

within 46 trading days

Commitment, in principle, toFirst-Half Commitment

exercise at least 40% of the Stock
Acquisition Rights issued within 56

None

trading days
Expected start date of initial
exercise
Expected final date of Full
Commitment
Expected final date of First-Half
Commitment
Acquisition provisions

March 17, 2020

To be determined

August 21, 2020

To be determined

June 9, 2020

Not applicable

Yes

Yes

(Notes) 1. Total exercise price above assumes that all of the Stock Acquisition Rights are exercised at the initial
exercise price.
2. The 50th Stock Acquisition Rights and the 51st Stock Acquisition Rights have acquisition provisions, so
SymBio may choose to acquire and cancel the Stock Acquisition Rights. However, SymBio plans to
stipulate in the Purchase Agreement that it must obtain the agreement of the Allottee to acquire or cancel
the Stock Acquisition Rights in any circumstances for the 50th Stock Acquisition Rights and during theFull Commitment period for the 51st Stock Acquisition Rights.
Exercise Timing of the Stock Acquisition Rights
The figure below shows a graphical illustration of exercise timing of each tranche of the Stock Acquisition Rights.
Note: Share price movements are for illustrative purposes only and in actuality the shares will not move as illustrated.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

4

2. Purposes of and Reasons for the Subscription
As noted in the Summary of Financial Statements for the Fiscal Year Ended December 31, 2019 [Japanese
GAAP] (Non-consolidated) (the “Summary of Financial Statements Dated February 6, 2020”), cash and deposits
totaled ¥3,910 million as of December 31, 2019, while the Company forecasts a loss of ¥4,803 million for FY 2020.
Accordingly, this round of funding is essential for continuing operations.
1) Overview of SymBio’s business, business characteristics, and business model
Many research and development themes for drug discovery and new drug development in the rare disease
field in the oncology, hematology, and rare disease domains have been actively pursued by university research
institutes and bio venture companies rather than leading pharmaceuticals companies mainly in Europe and the
U.S. 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 specialization is required, andas 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, the aforementioned oncology, hematology,
and rate disease domains are underserved therapeutic areas, which have been scarcely addressed in Asian
countries including Japan. Since its establishment in March 2005, as a specialty pharmaceutical company
specializing in underserved therapeutic areas, SymBio has addressed new drug development by focusing on the
oncology, hematology, and rare disease areas for which barriers to entry are high.
SymBio obtained approval for manufacturing and marketing within a short period of only five years fromintroduction for TREAKISYM® (generic name: bendamustine hydrochloride), the first anticancer productdeveloped by the Company, and started its sales domestically in December 2010. TREAKISYM® has become
an essential drug (standard drug) in the treatment of recurrent/refractory low-grade non-Hodgkin’s lymphoma(NHL), the indication for which approval was obtained. To maximize its product value, SymBio is accelerating
its development for additional indications. In August 2016, the Company received approval for chronic

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

5

lymphocytic leukemia (CLL) as an additional indication, followed by approval in December 2016 for additional
indications; first-line treatment of low-grade NHL and mantle cell lymphoma (MCL).
In addition to the already-approved indications, SymBio is conducting a Phase III clinical trial for
TREAKISYM® targeting recurrent/refractory diffuse large B-cell lymphoma (r/r DLBCL). In November 2019,
the Company announced the achievement of a favorable response rate that exceeded expected levels, which
represents a primary endpoint. Currently, the Company is preparing to apply for approval for this indication,
targeting Q2 FY 2020.
In September 2017, SymBio entered into an exclusive license agreement (in Japan) for TREAKISYM® liquid
formulations (ready-to-dilute [RTD] and rapid infusion [RI] liquid formulations) with Eagle Pharmaceuticals,Inc. (head office: 50 Tice Blvd., Suite 315 Woodcliff Lake, NJ 07677, U.S.; CEO: Scott Tariff). Following
consultations with the Pharmaceutical and Medical Devices Agency concerning RTD liquid formulation
products, the Company completed an application for approval in September 2019 and forecasts a launch in Q1
FY 2021. A clinical trial for RI liquid formulations began in November 2018, with the primary goal of confirming
their safety. The Company had been steadily acquiring patients since the enrollment of the first patient began in
April 2019. As of January 31, 2020, 31 patients were enrolled. The Company aims to launch these RI liquid
formulations as products in 1H FY 2022 following a prompt application for approval after this clinical trial has
ended.
In October 2018, the Company began preparations to establish its own salesforce for the sale of
TREAKISYM® after the expiration of a business partnership agreement with Eisai Co., Ltd. (head office: 4-610 Koishikawa, Bunkyo-ku, Tokyo, Japan; Representative Corporate Officer and CEO: Haruo Naito; “Eisai”)
in December 2020. The Company’s top management objectives are to attain profitability in FY 2021 and toachieve sustainable growth thereafter. By transitioning to its own salesforce, the Company plans to solidify its
future business development.
During FY 2019, SymBio continued to expand and train its team of TREAKISYM® sales representatives whowill be the core of the Company’s own salesforce. Upon completion of their training, sales representatives began
conducting regionally focused information-providing activities in July 2019, and the Company has made steadyprogress toward completing the construction of a nationwide sales organization by 1H FY 2020. During Q4 FY
2019, SymBio made large progress in terms of recruiting the additional regional sales managers and
TREAKISYM® sales representatives necessary to complete a nationwide sales organization and the Company’s
goal of improving its distribution and logistics capabilities. The Company achieved this progress in part byforming business alliances with wholesalers of pharmaceutical drugs and splitting its logistics center into twobases; one in eastern Japan and the other in western Japan. Furthermore, the Company are diligently conducting
preparations for the establishment of information systems incorporating an enterprise resource planning (ERP)system, which will function as part of its internal infrastructure. Through these efforts, the Company made steadyprogress in terms of establishing a high-performance and highly productive sales organization that is based on
deep expertise and abundant experience.
In regard to sales of TREAKISYM® in Japan, issues involving foreign matter contamination and appearance
defects were discovered in lyophilized injection agents imported from Astellas Deutschland GmbH (head office:Ridlerstr. 57 80339 Munich, Bavaria, Germany; head: Johanna Maria Anna Bermond), a consolidated subsidiaryof Astellas Pharma Inc. (head office: 2-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo, Japan; President and CEO:Kenji Yasukawa). The ratio of contamination and appearance defects significantly exceeded limits permitted byquality standards included in the supply agreement with Astellas Deutschland. As a result, shipments of
TREAKISYM® 100 mg vials to its seller in Japan, Eisai Co., Ltd., faced further delays than originally anticipated.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

6

To prevent similar quality issues from recurring, SymBio has filed a serious protest with Astellas Deutschlandand firmly requested the manufacture and quick shipment of replacement product batches. Astellas Deutschland
has complied, and SymBio is currently receiving replacement batches. However, the Company’s inventory levels
for TREAKISYM® remain low due to uncertain delivery dates for a portion of replacement batches andcontinuing high rates of defect. SymBio continues to insist that Astellas Deutschland fulfill its obligations as asupplier. SymBio will continue demanding improvement from Astellas Deutschland and holding talks whileaiming to fulfill its mission of stably providing high-quality pharmaceutical products. Astellas Deutschland has
established the corrective and preventive action program (CAPA), but its effectiveness has not yet been
confirmed.
In addition, considering that rigosertib (SyB L-1101 [intravenous formulation] and SyB C-1101 [oralformulation]), an anticancer agent introduced in July 2011, is a mainstay newly developed drug following
TREAKISYM®, SymBio is promoting development for the treatment of myelodysplastic syndrome (MDS). U.S.
licensor Onconova Therapeutics, Inc. (head office: 375 Pheasant Run Newtown, PA 18940, U.S.; President &CEO: Steve Fruchtman; “Onconova”) is conducting a global Phase III clinical trial of the intravenous
formulation of rigosertib. SymBio is responsible for clinical development in Japan and in December 2015 began
the trial. Forty-eight patients were enrolled as of December 31, 2019. According to a December 2019
announcement from Onconova, global patient enrollment (final target of 360 patients) was more than 90%
complete as of November 2019, and top-line results (primary endpoints) are expected to be released in 2H FY
2020. Based on the results of the trial, the Company is planning to apply for approval in Japan at the same time
as in the U.S. and Europe.
As for the oral formulation of rigosertib, Onconova has completed Phase I/II clinical trials in the U.S. for thetarget indication of first-line higher-risk MDS (in combination with azacitidine), and results suggested that theoral formulation of rigosertib and azacitidine were safe and effective when combined. SymBio started a domestic
Phase I clinical trial in June 2017 to confirm the tolerability and safety of the oral formulation of rigosertib forJapanese patients. The Company have proceeded with patient enrollment since the first patient was enrolled in
October 2017 and completed the enrollment process in June 2019.
On September 30, 2019, SymBio concluded an exclusive global licensing agreement for intravenous and oral
formulations of brincidofovir, an antiviral drug for the treatment of infectious diseases (SyB V-1901; “BCV IV”
and “BCV Oral,” respectively) with Chimerix, Inc. (head office: 2505 Meridian Parkway, Suite 100 Durham,
NC 27713, U.S.; CEO: Michael Sherman; “Chimerix”). Under this agreement, the Company acquired theexclusive rights for the worldwide development, marketing, and manufacture of BCV for all human indications,excluding smallpox. With the global rights to BCV, the Company will transition into a global specialty
pharmaceutical company with an integrated system for supplying high-quality pharmaceutical products.
SymBio will initially develop BCV IV for the treatment of viral hemorrhagic cystitis (vHC) following
hematopoietic stem cell transplantation, which are underserved therapeutic areas with high unmet medical
demand. To deliver brincidofovir to patients requiring treatment as promptly as possible, the Company willconduct clinical development in Japan ahead of the rest of the world, aiming to secure approval for the drug. At
the same time, it will conduct global clinical trials of BCV IV that extend to Europe and the U.S. while targetinga global rollout of the drug.
As described above, SymBio’s business development is centered on the oncology, hematology, and raredisease areas. Holding multiple drug approvals and new drug candidates in these therapeutic areas, the Company
has built solid pipelines*.
*Pipeline refers to a group of newly developed drugs, from approval to sale.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

7

SymBio’s Current Pipelines(Note) MDS refers to myelodysplastic syndrome.
2) Funding needed to achieve the objectives of its Mid-Range Plan by further expanding the pipelines, extending
product lifecycles, and establishing the Company’s own salesforce
Under the Mid-Range Plan, the Company’s core management objective is achieving profitability in FY 2021
(earning net profits). To achieve growth over the medium to long term and transform itself into a pharmaceuticalcompany with sustainability, growth potential, and profitability, the plan calls for SymBio to make steadyprogress on the following initiatives.
Development of in-licensed drugs
Maximize the pipeline value of TREAKISYM® by steadily pursuing the following developments:

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

8

・ Expanding indications: complete the Phase III clinical trial for the indication of recurrent/refractory diffuse
large B-cell lymphoma, with the aim of filing a new drug application in Q2 FY 2020 and launching in Q3
FY 2021.
・ Extending product lifecycles: launch the RTD formulation in Q1 FY 2021 and switch 95% of product fromthe current lyophilized powder formulation to a liquid formulation by the end of 2021. Work toward a
100% switch from the beginning of 2022, and make further progress toward maximizing product value
with the launch of the RI formulation in the first half of 2022.
・ With the newly in-licensed antiviral drug, brincidofovir, SymBio will first target treatment of viralhemorrhagic cystitis (vHC) following hematopoietic stem cell transplantation, commencing clinicaldevelopment of an injection agent in Japan in the second half of 2020 before undertaking global
development.
・ SymBio will proceed with clinical trials to obtain approval for intravenous and oral formulations ofrigosertib as a successor to TREAKISYM®, aiming to obtain approval for the intravenous formulation in
Q4 FY 2022, to expand the Company’s growth potential and revenue opportunities.
・ To secure long-term growth opportunities, SymBio will proactively search for and evaluate new drugcandidates for development after brincidofovir, and further explore in-licensing opportunities.
Establishment of the Company’s own salesforce
SymBio is moving ahead with the penetration of already-approved indications and the establishment of its own
salesforce in the aim of maximizing the commercial value of TREAKISYM®.
・ Although TREAKISYM® is currently marketed in Japan through Eisai, the Company is preparing totransition to its own salesforce to make a greater contribution to society as a specialty pharmaceuticalcompany.
・ The Company’s top management objectives are to attain profitability in FY 2021 and achieve sustainablegrowth in FY 2022. The Company plans to shift TREAKISYM® sales to its own salesforce in 2021,
following the expiration of the Company’s agreement with Eisai in December 2020.
Investment in new in-licensing, M&A, and other means of ensuring long-term growth opportunities
・ To ensure long-term growth opportunities, search for and evaluate new drug candidates to follow on fromexisting drugs, and continue to consider in-licensing.
・ When searching for, evaluating, and negotiating new drug candidates, the Company will investigate
obtaining global licenses in addition to those covering the domestic market.
To make steady progress on the abovementioned initiatives, the Company requires a suitable amount ofdevelopment funding, sales- and marketing-related funding to build an independent sales structure, and lumpsum contract payments and acquisition funds for new in-licensing. However, as noted in the Summary of
Financial Statements Dated February 6, 2020, cash and deposits totaled ¥3,910 million as of December 31, 2019,
while the Company forecasts a loss of ¥4,803 million for FY 2020, and product sales of TREAKISYM® is on
its own unlikely to generate sufficient earnings to cover these funding needs through mid-FY 2021, until when
the basic earnings structure SymBio currently has in place will continue. Even considering the expenses
associated with establishing the Company’s own salesforce and for the ongoing employment of medical
representatives, or MRs, who will take charge of providing drug information, SymBio’s gross profit should
increase at the expiration of the current business partnership agreement, which allocates a certain percentage of
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

gross profit from product sales to Eisai. To ensure the move to profitability in FY 2021 when earnings will
increase rapidly, the Company requires additional funding during the roughly eighteen months through mid-FY
2021.
Given these circumstances, SymBio conducted a fundraising to cover its needs from April 2018 until the endof FY 2020 as announced on April 9, 2018 in the “Notice of the Issuance of the 45th through 47th Stock
Acquisition Rights with Exercise Price Revision Clauses (Commit Issue Program) and Conclusion of an
Unsecured Loan Facility Agreement” (the “Previous Fundraising”). This Previous Fundraising comprised theissuance of the 45th, 46th, and 47th Stock Acquisition Rights and loans under an unsecured loan facility
agreement. However, the Company’s stock price did not reach the levels assumed when the Previous Fundraising
was decided. While the 45th, 46th, and 47th Stock Acquisition Rights were fully exercised, the amounts raisedusing these stock acquisition rights were less than initially envisaged.
In order to make up for the shortfall from the Previous Fundraising and raise funds needed for the period fromJanuary 2021 onward, SymBio resolved to execute the current scheme (as defined following in “3. Overview offunding method and reason for selection (2) Reason for selection of the funding method”) to raise additional
funds.
3. Overview of funding method and reason for selection(1) Overview of funding method
The framework for this funding is such that SymBio is allocating the Stock Acquisition Rights to the Allottee,
with SymBio’s capital increasing when the Allottee exercises the Stock Acquisition Rights.
SymBio and the Allottee, EVO FUND, will enter into a Purchase Agreement regarding the Stock Acquisition
Rights that includes the details outlined below after the securities registration statement related to the subscriptionof the Stock Acquisition Rights becomes effective via notification.
1) Exercise commitment conditions
Commitment conditions
The Allottee commits in principle to the exercise of all of the Stock Acquisition Rights it holds (or the numberof Stock Acquisition Rights specified by SymBio if this number is less than the total remaining, in the case of
the 51st Stock Acquisition Rights) by the end of a set time period (Full Commit period). In the case of the 50th
Stock Acquisition Rights, this means the 106 trading days from the trading day after the payment date for the50th Stock Acquisition Rights, and in the case of the 51st Stock Acquisition Rights, this means the 46 trading
days from the date the Company specifies from the trading day after the Company gives an Instruction to
Exercise (including that day in either case). (Note: conditions for issuing an Instruction to Exercise are that
SymBio does not continue to possess undisclosed insider information at the time it issues an Instruction to
Exercise and at the start of the exercise period. Also, when there are fewer than 60 trading days remaining in theexercise period for the 51st Stock Acquisition Rights, an Instruction to Exercise may be given, but Full
Commitment does not apply.) The figure of 106 trading days comprises 21 Price Calculation Periods with theaddition of one trading day when the 50th Stock Acquisition Rights are exercisable; 46 days comprises nine
Price Calculation Periods with the addition of one trading day when the 51st Stock Acquisition Rights are
exercisable. These periods have been determined through discussion with the Allottee.
Also, in addition to the above commitment regarding the 50th Stock Acquisition Rights, the Allottee commits
to the exercise of the Stock Acquisition Rights in a number equivalent to at least 2,800,000 shares by the day
after a certain period has elapsed (the 56th trading day [including that day] from the trading day after the payment
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

10

date [including that day], referred to as the First-Half Commitment Period. The figure of 56 trading days
comprises 11 Price Calculation Periods with the addition of one trading day when the Stock Acquisition Rights
are exercisable. These periods have been determined through discussion with the Allottee.
The existence of the relevant Full Commitment and First-Half Commitment Periods enables a degree ofcertainty for SymBio in raising funds through these arrangements and at the same time obtaining cash flow at an
early juncture.
Assuming no Reasons for Extension of the Commitment Period (defined following) occur, the Full
Commitment Period for the 50th Stock Acquisition Rights will conclude on August 21, 2020 (the 106th trading
day from the day after the payment date for the 50th Stock Acquisition Rights), and the First-Half Commitment
Period will conclude on June 9, 2020 (the 56th trading day from the day after the payment date for the 50th Stock
Acquisition Rights). However, if a Reason for Extension of the Commitment Period occurs, the above periods
shall be extended as shown below.
If on any of the trading days belonging to the Price Calculation Periods during the Full Commitment Period,(1) the closing price of SymBio’s common shares on the stock exchange announced by the Tokyo Stock
Exchange falls below 110% of the minimum exercise price for the applicable tranche of the Stock Acquisition
Rights, (2) SymBio’s common shares are designated by the Tokyo Stock Exchange as a stock under supervision
or a stock to be delisted; (3) no regular trading of SymBio’s common shares occurs on the Tokyo Stock Exchange
during an entire day (no trades are executed on the Tokyo Stock Exchange); and/or (4) the nominal price of
SymBio’s common shares in regular trading ends below the minimum daily trading limit designated by the
Tokyo Stock Exchange (maximum allowable single-day loss), (regardless of whether regular trading of
SymBio’s common shares on the Tokyo Stock Exchange is concluded through proportional allotment [stopdistribution]) (below, any of the individual events above will be referred to as “Reason for Extension of theCommitment Period”) , the Full Commitment Period shall be extended by one trading day each time a Reason
for Extension of the Commitment Period occurs (the total number of extensions, however, being limited to 20[20 trading days]). In the same manner, if a Reason for Extension of the Commitment Period occurs on one of
the trading days during the First-Half Commitment Period, the First-Half Commitment Period shall be extended
by one trading day each time a Reason for Extension of the Commitment Period occurs (the total number ofextensions, however, being limited to 10 [10 trading days]).
For both the Full Commitment Period and the First-Half Commitment Period, the abovementioned extensions
shall be limited to once for each Reason for Extension of the Commitment Period that occurs on a trading day.
Even if a Reason for Extension of the Commitment Period occurs multiple times on the same trading day, only
one extension corresponding to such Reason for Extension of the Commitment Period shall occur.
Extinguishment of commitment conditions
If the First-Half Commitment Period is extended more than 10 times due to Reasons for Extension of theCommitment Period during the First-Half Commitment Period, the Allottee’s commitment relative to the FirstHalf Commitment shall be extinguished. Similarly, if the Full Commitment Period is extended more than 20
times due to Reasons for Extension of the Commitment Period during the Full Commitment Period, the Allottee’s
obligations under the Full Commitment shall be extinguished.
Even if these commitments are extinguished, the Allottee may exercise the Stock Acquisition Rights at its
own discretion in a number of its choosing, as long as the measures to restrict exercise described in “3)Prohibition of over-limit exercise” are respected.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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2) Revision of the exercise price
The exercise price for the Stock Acquisition Rights shall be initially revised on the trading day following theallotment date of the Stock Acquisition Rights, with revisions occurring at each passing of five trading days. On
each Revision Date, the exercise price shall be revised to the Standard Exercise Price. Following discussions
with the Allottee, and comparisons with provisions used in other fundraising schemes, a discount rate of 6%
shall be used in calculating the Standard Exercise Price to ensure earnings for the Allottee as an investor.
However, if such amount is below the minimum exercise price for the relevant Stock Acquisition Rights, therelevant minimum exercise price shall be used as the post-revision exercise price.
The minimum exercise price shall be ¥291, 50% of the closing price of SymBio’s common shares in regular
trading on the Tokyo Stock Exchange on the trading day immediately preceding the Resolution Date, but shallbe revised in accordance with the provisions of Paragraph 11 of the terms and conditions for the issuance of theStock Acquisition Rights. Such minimum exercise price level was determined in discussions between the
Allottee and SymBio, taking into account such factors as ensuring earnings for the Allottee as an investor andmaximizing the amount of funding for SymBio.
3) Prohibition of over-limit exercise
The Purchase Agreement contains the following details.
(a) In accordance with Article 434-1 and Article 436-1 through 436-5 of the Securities Listing Regulations establishedby the Tokyo Stock Exchange, in principle if the number of shares acquired by the Allottee through the exercise of
the Stock Acquisition Rights within a single calendar month exceeds 10% of the number of listed shares as of thepayment date of the Stock Acquisition Rights, SymBio shall not allow the Allottee to exercise the portion of theStock Acquisition Rights exceeding such 10% (the “Over-Limit Exercise”).
(b) Outside the scope of application as prescribed, the Allottee agrees not to exercise the Stock Acquisition Rights
corresponding to such Over-Limit Exercise and, regarding the exercise of the Stock Acquisition Rights, shallcheck in advance with SymBio to ensure that such exercise of the Stock Acquisition Rights does not correspondto Over-Limit Exercise.
(c) In the event the Allottee transfers the Stock Acquisition Rights, the Allottee commits in advance to have thetransferee bear responsibility regarding Over-Limit Exercise with SymBio. If the transferee further transfers the
Stock Acquisition Rights to another third party, the Allottee commits to retain the same obligation to SymBio.
4) Duty to discuss in case of change in funding requirements due to arbitration award
On November 13, 2017, SymBio published a news release entitled “Initiation of an Arbitration against The
Medicines Company,” the licenser of patient-controlled pain management drug SyB P-1501. As this releaseindicates, SymBio has initiated an arbitration against The Medicines Company (head office: 8 Sylvan Way
Parsippany, NJ 07054, U.S.; CEO: Mark Timney) on October 11, 2017 under the rules of the International
Chamber of Commerce, seeking damages of US$82 million (equivalent to approximately ¥ 9.0 billion), arisingout of The Medicines Company’s repudiation of the license agreement. This arbitration is ongoing. Hearing
procedures commenced in New York in June 2019, and both parties had finished submitting their final
documents as of the end of December 2019. Currently, a panel comprising three arbitrators is preparing an
arbitration judgment. Assuming typical submission procedures, SymBio expects to receive an arbitration
judgment between March and June 2020. The Company intends to establish a provision to the effect that it will
be able to request the Allottee, after discussions with the Allottee, not to exercise more Stock Acquisition Rights
than a number specified by the Company, in case of an award by the arbitration panel, and that the Allottee will
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

discuss any such request with SymBio in good faith. In the event of an award by the arbitration panel, SymBio
will disclose this information in a timely manner.
(2) Reason for selection of the funding method
As described in the aforementioned “2. Purposes of and Reasons for the Subscription,” when SymBio wasinvestigating fundraising methods appropriate to its intended use of funds, it received a proposal from the Allottee
for a fundraising scheme (the “Scheme”) using the Stock Acquisition Rights. The Scheme was designed to enable
SymBio to raise funds to meet its short-term funding requirements at a relatively early stage with a high degree ofcertainty, while curtailing short-term impacts on the share price. Furthermore, issuing an Instruction to Exercise
for the 51st Stock Acquisition Rights depending on the Company’s share price and fund demand status offered anelement of fundraising flexibility. Further, an acquisition provision enables SymBio to acquire the 51st Stock
Acquisition Rights (except during the Full Commitment Period) at its discretion. If the need to raise funds throughthe Stock Acquisition Rights no longer exist or SymBio decides that a different fundraising method is appropriate
due to changes in its circumstances, while considering future changes to the Company’s or market’s situation,
SymBio has the flexibility to choose to purchase and cancel the stock acquisition rights and cancel plans to raise
funds using the 51st Stock Acquisition Rights. SymBio thinks that the ability to limit the dilutionary impact on
existing shareholders in the future by using the acquisition provisions suits its needs, and that it is ideal from theperspective of the Company’s future growth. Further, in light of advantages and disadvantages described following
in “(3) Characteristics of the Scheme” and other funding methods as outlined in “(4) Other funding methods,”
SymBio has considered other funding methods and as a result of its deliberations, decided to employ the proposed
funding methodology after making a comprehensive judgment to the effect that it will enable it to raise funds
necessary for the uses outlined in “(2) Specific uses of the amount to be raised,” under “4. Amount to be raised, as
well as the use and scheduled disbursement thereof,” with a high degree of certainty in a set time period.
(3) Characteristics of the Scheme
Fundraising under the Scheme using the Stock Acquisition Rights has the following advantages anddisadvantages.
Advantages
1) Establishment of future funding plan
Stock acquisition rights are typically used only when funding will be necessary in the near future. However, theScheme establishes a funding plan spanning roughly the next year, thereby providing a forecast of future funding
for SymBio and its investors.
2) Acquisition provision
The acquisition provision attached to the 51st Stock Acquisition Rights enables the Company to acquire the 51st
Stock Acquisition Rights (except during the Full Commitment Period) at its discretion. If there are no longer
needs to raise funds through the Stock Acquisition Rights or choosing a different fundraising method is more
appropriate due to changes in its circumstances, with due consideration of future changes to the Company’s ormarket’s situation, SymBio may elect to purchase and cancel the 51st Stock Acquisition Rights by paying
monies equivalent to the value it received in payment for the Stock Acquisition Rights. The Company has theability to limit the dilutionary impact on existing shareholders in the future as necessary by exercising theacquisition provision.
3) Reduction in funding costs

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

The Scheme provides for lower financing costs than those that would be associated with the procedures for
multiple resolutions and issues.
4) Certain funding in a short period of time
In principle, the 50th Stock Acquisition Rights (7,000,000 underlying common shares) shall be fully exercised(Full Commitment) by August 21, 2020, and the 51st Stock Acquisition Rights (3,000,000 underlying commonshares) by the 46th trading day from the date the Company specifies from the trading day after the Company
gives an Instruction to Exercise.
5) Funding according to timing
In addition to the Full Commitment, in the First-Half Commitment the Allottee Commits to exercise 40% of the50th Stock Acquisition Rights by June 9, 2020 in principle (representing 2,800,000 common shares). This
arrangement provides both sizable funding through the Full Commitment and timely cash flow at an early stage
through the First-Half Commitment.
6) Limit on the maximum number of shares for delivery
The number of SymBio’s common shares underlying the Stock Acquisition Rights is fixed at 10,000,000, so the
maximum number of shares for delivery is limited, regardless of share price fluctuations. Consequently, thedilution rate will not exceed initial expectations.
7) Increase in funding amount when share price rises
As revisions in the exercise price under the Stock Acquisition Rights are linked with the share price, the amountof funding increases if the share price rises.
8) Impact of promoting exercise when the share price rises
With regard to the 10,000,000 shares slated for issue through the exercise of the Stock Acquisition Rights, if theshare price rises significantly during the exercise period, as an investor the Allottee may elect to realize capitalgains at an early stage through an early exercise and not waiting for the end of the exercise period. Earlier
funding would be expected as a result.
Disadvantages
1) Unable to access entire amount of funding initially
One characteristic of stock acquisition rights is that funding is first provided when the holders of stockacquisition rights exercise those rights, and in an amount equal to the exercise price times the number of sharescorresponding to the exercise. For this reason, the full amount of funding is not provided when the Stock
Acquisition Rights are initially issued.
2) Possibility of the funding amount decreasing when the share price is sluggish
If the share price remains below the share price as of the Resolution Date for a long period of time during theexercise period for the Stock Acquisition Rights, the amount of funding may fall below the amount anticipatedon the basis of the share price as of the Resolution Date. Furthermore, the possibility exists that exercise may
not progress because the share price does not exceed 110% of the minimum exercise price.
3) Possibility of SymBio’s share price falling due to market sale of SymBio’s common shares by the Allottee
Given that short-term holding is the Allottee’s (EVO FUND) policy for SymBio’s common shares, the Allottee
may sell these shares in the market after acquiring the shares by exercising the Stock Acquisition Rights. Inview of the current liquidity of SymBio’s common shares, the sale of SymBio’s common shares by the Allottee
could cause SymBio’s share price to fall.
4) Access limited to an unspecified number of new investors

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

As the agreement takes the form of a third-party allotment and is between only SymBio and the Allottee, theScheme does not enjoy the advantages of soliciting funding from an unspecified number of new investors.
(4) Other funding methods
1) Capital increase through new share issuance(a) Capital increase through public offering
A capital increase through public offering and issuance of new shares makes one-time funding possible.
However, market capitalization and shares’ liquidity are limiting factors in how much can be raised. In lightof the Company’s market capitalization and its shares’ liquidity, SymBio thinks that it would be difficult toraise enough funds using this method. Further, preparations and investigations ahead of a share offering takea considerable amount of time and the ability to issue new shares is significantly affected by share pricetrends and overall market trends at the time of the offering. If the offering window is missed, there is little
flexibility because delays of several months arise due to earnings announcements, as well as deadlines forfiling quarterly and annual securities reports. From the standpoint of fundraising flexibility, the Company
thinks that the current Scheme has significant advantages. SymBio judged that a public offering was not anappropriate fundraising method at this time in light of these points.
(b) Capital increase through shareholder allocation
In a capital increase through shareholder allocation, the participation rate of existing shareholders who are
the prospective allottees is unclear due to issues such as funding capacity, and in practice, there have been
few instances in recent years. It would be extremely difficult for SymBio to estimate how much it might beable to raise. Accordingly, SymBio judges this fundraising method to be inappropriate.
(c) Capital increase through third-party allotment of new shares
A capital increase through third-party allotment of new shares is an effective way to promptly raise funds,
but this approach dilutes future earnings per share immediately, and could thus directly affect the share price.
Accordingly, SymBio judged a capital increase through third-party allotment of new shares to beinappropriate as a way to raise funds at this time.
2) Convertible bonds (CBs)
Convertible bonds have an advantage over the current Scheme in that they enable certainty of raising thenecessary amount when issued, but if they are not converted after issuance, this would increase the Company’s
total liabilities, and adversely impact its borrowing capacity. Also, at the current time, it is unclear whether
SymBio would be able to obtain the significant funds necessary to repay the bonds in the future, so SymBio
judged an issue of convertible bonds to be inappropriate as a way to raise funds at this time. Also, moving strike
convertible bonds (MSCBs) tend to be converted relatively quickly, but because they are structured so that the
number of shares exchanged upon conversion depends on the exercise price, it is unclear how many shareswould be exchanged until the conversion process is complete, leading to a significant direct impact on the shareprice and significant disadvantages for shareholders. In light of these disadvantages, SymBio judged that
constraining dilution and raising funds through another means in the event of a funding shortfall, would benefit
shareholders more than being certain to raise the necessary funds. SymBio thus decided that MSCBs were also
inappropriate as a way to raise funds at this time.
3) Capital increase through gratis allotment of stock acquisition rights (rights issue)
Methods of increasing capital through a gratis allotment of stock acquisition rights to all shareholders, a “rights
issue,” include a commitment-type rights issue, in which SymBio would enter into an underwriting contract
with a financial instruments business operator, and a non-commitment-type rights issue, in which SymBio would
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

not enter into an underwriting contract with a financial instruments business operator and would leave decisions
on the exercise of stock acquisition rights up to the shareholders. Few examples of commitment-type rights
issues exist in Japan. Because SymBio has reported recurring losses during the past two years, the Company
cannot conduct a non-commitment-type rights issue because it falls short of the listing standards set forth in the
Securities Listing Regulations provided by the Tokyo Stock Exchange.
4) Funding through loans or corporate bonds
All funds raised through loans or corporate bonds would be included in liabilities, reducing financial soundness
and potentially making future bank borrowing difficult. Considering its balance with the use of funds to beraised, the Company judged that loans or corporate bonds were not an appropriate way to raise funds at this time.
4. Amount to be raised, as well as the use and scheduled disbursement thereof(1) Amount to be raised (estimated net proceeds)
1)

Total amount paid

¥5,480,540,000

Total amount paid for the Stock Acquisition Rights¥10,540,000

Total value of property contributed in exercising the Stock Acquisition Rights
2) Approximate amount of various issuance-related expenses¥5,470,000,000¥30,000,000

3) Estimated net proceeds¥5,450,540,000(Notes) 1. The total amount paid above is the sum of total amount paid for the Stock Acquisition Rights and total
amount paid upon exercising the Stock Acquisition Rights.
2. The total amount paid assumes that all of the Stock Acquisition Rights are exercised at the initial
exercise price. If the exercise price is revised or adjusted, the sum of the total amount paid for the Stock
Acquisition Rights and the total value of property contributed when exercising the Stock Acquisition
Rights may increase or decrease. Further, if the Stock Acquisition Rights are not exercised during theexercise period or the Company cancels Stock Acquisition Rights it has purchased, the sum of total
amount paid for the Stock Acquisition Rights and the total value of property contributed when exercising
the Stock Acquisition Rights may decrease.
3. A breakdown in issuance-related expenses includes the aggregate of legal fees relating to the issuance of
the Stock Acquisition Rights and expenses for preparing valuations.
4. The estimate of issuance-related expenses does not include national consumption tax or local
consumption tax.
(2) Specific uses of the amount to be raised
SymBio expects the total amount to be raised through the issuance of the Stock Acquisition Rights and theexercise of the Stock Acquisition Rights by the Allottee to be ¥5,788 million. Expected specific uses of the amountto be raised are described below.
(Funds to be raised
Specific uses

(Funds to be raised

through the 50th

through the 51st

Total amount ofStock Acquisition

Stock Acquisition

funds to be raised

RightsRights(Millions of yen)

(Millions of yen)

(Millions of yen)

Expected timingof expenditure

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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1) Development of inlicensed drugs

2,375

55

2,430

1,431

54

1,485

0

1,535

1,535

3,806

1,644

5,450

2) Establishment of theCompany’s own
salesforce

March 2020 toJune 2021
March 2020 toJune 2021

3) Investment in new inlicensing, M&A, andother means of ensuringlong-term growth

October 2020 toJune 2021

opportunities
Total(Note) The exercise price of the Stock Acquisition Rights may be revised or adjusted, and the Allottee hascommitted to the exercise of all of the Stock Acquisition Rights during the exercise period under the
Purchase Agreement (Full Commitment). However, if the relevant Full Commitment is extended
accompanying a Reason for Extension of the Commitment Period more than 20 times, the commitment iscanceled, so the actual amount of funds raised and the timing of expenditure may differ from what SymBio
currently expects. Note that if the amount of funds raised is insufficient, SymBio plans to appropriate funds
in the order noted above, as well as investigate additional fundraising to supplement any shortfall, including
short-term borrowings from financial institutions, taking into consideration fundraising costs. In the event ofan excess, SymBio plans to allocate it toward the development of in-licensed drugs (from July 2020). As
mentioned above, it would be necessary to investigate additional fundraising methods if proceeds from thecurrent Scheme are insufficient, but SymBio thinks that its shareholders’ equity will increase under thecurrent Scheme and that its borrowing capacity will increase as a result, so judges that this is acceptable.
SymBio plans to allocate funds as outlined in the table above, with details shown following.
1) Development of in-licensed drugs
Of ¥490 million for a Phase III clinical study on expanding the indications of TREAKISYM® torecurrent/refractory diffuse large B-cell lymphoma expected to be spent from 2020 onward, the above table
includes the Company’s plans to allocate ¥30 million, excluding proceeds from the previous funding scheme.
SymBio expects to spend from 2020 onward amounts of ¥570 million, ¥779 million, and ¥565 million,
respectively, for the development of TREAKISYM® liquid formulations (RTD and RI formulations), andrigosertib (intravenous and oral formulations). It plans to allocate ¥240 million, ¥779 million, and ¥155 million
respectively for these activities, excluding proceeds from its previous funding scheme. The Company expects tospend from 2020 onward funds for clinical development in Japan of its newly in-licensed intravenous
formulation of brincidofovir (BCV IV), which targets viral hemorrhagic cystitis (vHC) following hematopoietic
stem cell transplantation, and other expenses of ¥1,121 million and ¥415 million respectively. It plans to allocate
amounts of ¥1,121 million and ¥105 million, respectively for these activities, excluding proceeds from its
previous funding scheme.
2) Establishment of the Company’s own salesforce

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

In anticipation of the expiration of the business partnership agreement with Eisai in December 2020 and thetiming of marketing approval for rigosertib intravenous formulation, while verifying the allocation of gross profit
and the cost burden resulting from potential new business alliances, the Company is already preparing for theestablishment of its own salesforce in FY 2021 to maximize profit. In this regard, SymBio expects to incur
expenditures in the sales and marketing category, and has included them in its calculations of funds expected to
be spent from 2020 onward. The Company plans to allocate funds to these expenditures, excluding proceedsfrom its previous funding scheme. Specifically, as payments expected from 2020 the Company forecasts
recruiting and personnel expenses for sales personnel centering on medical representatives, or MRs, who are in
charge of providing drug information to medical institutions (¥1,607 million), expenses for sales and marketing
activities to publicize drug efficacy and safety (¥448 million), and expenses to build a sales system to support
the distribution of drugs through wholesalers (¥830 million). Of these amounts, SymBio has included ¥1,485
million in its latest use of funds calculation, excluding the ¥1,400 million in proceeds from its previous funding
scheme. The Company used funds from its previous fundraising scheme to increase its salesperson headcountby 20 by the end of December 2019. SymBio aims to increase the number of salespeople by an additional 39 by
the end of December 2020, and targets an ultimate headcount of 62.
3) Investment in new in-licensing, M&A, and other means of ensuring long-term growth opportunities
From a medium- to long-term perspective, SymBio conducts ongoing search and evaluation of new drugcandidates for potential in-licensing, and is routinely considering multiple license candidates, aiming to growinto a profitable biopharmaceutical company with growth potential. Based on past experience, SymBio expects
to require lump-sum amounts of ¥1,000–1,500 million per project to purchase the rights to such new drugcandidates or acquire the companies that possess these new drug candidates. By June 2021, the Company
anticipates the need for funding equivalent to one or two of such licensing projects so it can immediately begin
negotiating with counterparties when such opportunities materialize. On September 30, 2019, using the proceedsfrom the previous fundraising, SymBio concluded an exclusive global licensing agreement for brincidofovir, anantiviral drug for the treatment of infectious diseases, with U.S. company Chimerix, Inc. As of the end of
December 2019, the Company’s Scientific Advisory Board (SAB) had finished evaluating numerous products,
and SymBio is considering whether to acquire relevant licenses.
The abovementioned uses of funds outline a breakdown of uses of the funds through June 2021. For the 1)
development of in-licensed drugs and the 2) establishment of the Company’s own salesforce, as these costs will
be ongoing, the funds raised will need to be apportioned gradually on a preferential basis. Meanwhile, for 3)
investment in new in-licensing, M&A, and other means of ensuring long-term growth opportunities, the funds
raised will be apportioned at the time license agreements are concluded. Also, any amount exceeding the
expected amount to be raised shall be provided by internal funds. As the amount and timing of funding will beaffected by the state of progress on the Funding, the content and uses of the abovementioned funding may change.
Furthermore, the possibility exists that the Funding may not be exercised, in full or in part, depending on suchfactors as share price and trading volume.
If the Funding does not deliver a sufficient level of funds for such reasons, the Company may need to pursue
other funding measures or revise its business plans. In the event of changes in the uses of funds and their details,
the introduction of separate funding, or changes in business plans, the Company will disclose such information
promptly in each case.
SymBio expects to hold such funds in its deposit account until apportioned for the uses of funds mentioned.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

SymBio resolved to issue the Stock Acquisition Rights on February 27, 2020 with the aim of deploying funds
for the aforementioned uses.
5. Concepts on rationality of the use of the funds
As described above in “2. Purposes of and Reasons for the Subscription,” SymBio plans to allocate proceedsfrom the Funding as outlined in “(2) Specific uses of the amount to be raised,” under “4. Amount to be raised, as
well as the use and scheduled disbursement thereof.” This will facilitate the Company’s investments in focus areasand should help stabilize its finances. These uses of funds are therefore likely to improve corporate value, growing
sales and profit and contributing to stable growth in the Company’s earnings, which SymBio thinks is thus in theinterests of existing shareholders.
6. Rationality of issuance conditions(1) Basis for calculation of the amount to be paid and details thereof
SymBio asked an independent calculation agent (Akasaka International Accounting Co., Ltd.; President:
Tomotake Kurosaki; Location: 1-1-8 Motoakasaka, Minato-ku, Tokyo, Japan) to evaluate the Stock Acquisition
Rights, taking into account the various conditions set forth in the terms and conditions for the issuance of the Stock
Acquisition Rights. No material interests exist between the independent calculation agent, SymBio, and the Allottee.
When determining the price calculation model to use, the calculation agent compared and considered othermodels, including the Black-Scholes model and the binomial model, before employing the Monte Carlo simulation
method, a commonly used price calculation model, as a price calculation model able to reflect calculation results
relatively and appropriately to the terms and conditions for the issuance of the Stock Acquisition Rights and otherconditions set forth in the Purchase Agreement scheduled to be concluded between SymBio and the Allottee. The
calculation agent conducted the valuation based on certain assumptions regarding the Company’s share price,
volatility, forecast dividend, risk-free interest rate, and how the Allottee exercises rights (that the Allottee would
exercise a certain number of stock acquisition rights over the exercise period in order to complete the rights exercise
based on the exercise commitment conditions and that the rights for the 51st Stock Acquisition Rights would be
exercised after the rights exercise for the 50th Stock Acquisition Rights was complete, including costs associatedwith the Allottee’s exercise of stock acquisition rights, share disposal costs to be borne by the Allottee when
disposing of the shares, and the cost of issuing stock acquisition rights).
Following discussions with the Allottee referring to the assessed value calculated by the calculation agent on thebasis of the abovementioned preconditions, SymBio set the amount to be paid for each unit of the 50th Stock
Acquisition Rights at ¥1.06, the same amount of the assessed value, and the amount to be paid for each unit of the
51st Stock Acquisition Rights at ¥1.04, the same amount of the assessed value. Based on the method for calculating
revisions in the exercise price, SymBio set the initial exercise price for the Stock Acquisition Rights at 6% below
the closing price of SymBio’s common shares in regular trading on the Tokyo Stock Exchange on February 26,
2020, the trading day immediately preceding the Resolution Date. The minimum exercise price was set at ¥291,
50% of the closing price of SymBio’s common shares in regular trading on the Tokyo Stock Exchange on February
26, 2020, the trading day immediately preceding the Resolution Date.
In determining the issue price and the exercise price for the Stock Acquisition Rights, after considering
circumstances that could impact a fair valuation, the calculation agent calculated the fair price using the Monte
Carlo simulation method, a commonly used price calculation model for stock acquisition rights. Considering thatthe calculation agent’s calculation results yielded a reasonable fair price and that the amount to be paid matched
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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the assessed value in the calculation results, and that the decision was made through discussions with the Allottee,
SymBio judged that each issue price for the Stock Acquisition Rights was not based on favorable conditions andthat the price was proper and reasonable. Based on discussions with the Allottee, ultimately SymBio decided on a
discount rate of 6% for the initial exercise price and exercise price revisions, considering the Allottee’s position as
an investor. The discount rate conforms with the Japan Securities Dealers Association’s “Guidelines Concerning
Treatment of Capital Increase by Allotment to a Third Party,” which requires that the amount paid for the issuanceof shares through a third party allotment be at or above 0.9 times the price of the shares on the day immediately
preceding a Board of Directors resolution, and this condition has been incorporated into the issue price for the
Stock Acquisition Rights. For these reasons, SymBio judged that the issue price for the Stock Acquisition Rights
was not a particularly favorable amount. SymBio believes the level is not particularly unreasonable, given that theminimum exercise price was set at ¥291, 50% of the closing price of SymBio’s common shares in regular tradingon the Tokyo Stock Exchange on February 26, 2020, the trading day immediately preceding the Resolution Date.
Based on their audit in line with their responsibilities under the Companies Act, all three members of SymBio’s
Audit & Supervisory Board (all of whom are outside members of the Audit & Supervisory Board under theCompanies Act) confirmed the following points, and have expressed their opinion that there are no material mattersthat violate laws and regulations regarding the directors’ judgment that the issuing conditions for the Stock
Acquisition Rights are not unduly advantageous for the Allottee.
(i) That knowledge and experience in the issuance and valuation of stock acquisition rights are necessary for
issuing the Stock Acquisition Rights, and that Akasaka International Accounting Co., Ltd. has the requisiteknowledge and experience;(ii) That there is no capital relationship between Akasaka International Accounting Co., Ltd. and SymBio and that
because Akasaka International Accounting Co., Ltd. does not perform accounting audits for the Company,
there are no ongoing contractual relationships with SymBio, and it has a certain degree of independence from
SymBio’s managers;(iii) That the Company’s directors have relied upon Akasaka International Accounting Co., Ltd. to value the pricingof the Stock Acquisition Rights;(iv) That a valuation report was submitted following a presentation providing detailed explanations by Akasaka
International Accounting Co., Ltd. to the Company’s employees responsible for the issuance of the Stock
Acquisition Rights and members of the Audit & Supervisory Board;(v) That at the Board of Directors meeting that resolved to issue the Stock Acquisition Rights, the directors referredto the valuation report from Akasaka International Accounting Co., Ltd. and detailed explanations by theCompany’s employees responsible for the issuance of the Stock Acquisition Rights in their deliberations; and(vi) That the Company’s legal counsel provided explanations regarding the thinking underlying the issuanceprocess and conditions of the Stock Acquisition Rights, as well as practices relating to the issuance to theCompany’s employees responsible for the issuance of the Stock Acquisition Rights, and that in light of the
explanations the Company’s employees responsible for the issuance of the Stock Acquisition Rights reported
to the directors responsible for its issuance(2) Grounds for a judgment that the issued quantity and the scale of the dilution of shares are reasonable
The number of shares for delivery if all the Stock Acquisition Rights are exercised, or 10,000,000 shares(100,000 units of voting rights), corresponds to a dilution rate of 37.8%, using as a denominator the total number
of SymBio’s shares issued and outstanding as of December 31, 2019, of 26,437,681 shares, and 255,965 voting

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

rights (dilution rate based on voting rights of 39.1%). Accordingly, SymBio’s common shares would be diluted tosome degree through the issuance of the Stock Acquisition Rights.
However, the Stock Acquisition Rights are structured so that SymBio can raise just the amount of funds
necessary at a time of its choosing while limiting dilution. The 50th Stock Acquisition Rights entail execution
staged at multiple time periods over roughly five months, and the 51st Stock Acquisition Rights are exercisable
when the Company gives an Instruction to Exercise. SymBio plans to allocate proceeds from the fundraising as
outlined in “(2) Specific uses of the amount to be raised,” under “4. Amount to be raised, as well as the use andscheduled disbursement thereof.” These uses of funds are therefore likely to improve corporate value, growing
sales and profit and contributing to stable growth in the Company’s earnings. From a medium- to long-term
perspective, SymBio thinks that this will benefit its existing shareholders. Also, as the average daily trading volume
of SymBio’s common shares over the past six months is 676,737shares, and there is ample liquidity to flexibly sellshares in the market during the exercisable periods for the Stock Acquisition Rights. If all the 50th Stock
Acquisition Rights are exercised, the number of SymBio’s common shares for delivery would be 7,000,000 shares.
If the Allottee exercises these rights in the 106 trading days of the Full Commitment Period, the number of shares
sold per trading day would amount to approximately 66,038 shares (approximately 9.8% of the most recent sixmonth average trading volume). If all the 51st Stock Acquisition Rights are exercised, the number of SymBio’s
common shares for delivery would be 3,000,000 shares. If the Allottee exercises these rights in the 46 trading daysof the Full Commitment Period, the number of shares sold per trading day would amount to approximately 65,217
shares (approximately 9.6% of the most recent six-month average trading volume). Moreover, if all the Stock
Acquisition Rights are exercised, the number of SymBio’s common shares for delivery would be 10,000,000 shares,
and if those stock acquisition rights are all exercised over the 36-month period for the 51st Stock Acquisition Rights,
the number of shares per trading day would be 13,889 shares (approximately 2.1% of the most recent six-monthaverage trading volume), so SymBio believes the impact on the share price should be limited. In addition, thiswould enable considerable certainty in raising the amount of funds needed for the Company’s business operations
over the next year or so. Regarding the 51st Stock Acquisition Rights, if there are no more funding requirements
via the Stock Acquisition Rights or the Company decides that another fundraising method would be more
appropriate due to changes in its circumstances, SymBio may choose to make use of the purchase provision andpurchase and cancel the Stock Acquisition Rights to curtail the dilutionary impact on existing shareholders, keeping
in mind changes to the Company’s or market’s future circumstances. Accordingly, the dilution of SymBio’s
common shares associated with this fundraising via the Stock Acquisition Rights is not of sufficient scale to exert
undue influence on the market and SymBio therefore thinks it is rational from the viewpoint of improving
shareholder value.
Furthermore, as the third-party allotment of the Stock Acquisition Rights (the “Third-Party Allotment”) would
result in a dilution rate of 25% or more, in accordance with Article 432 of the Securities Listing Regulations
established by the Tokyo Stock Exchange, SymBio has established a third-party committee (the “Third-Party
Committee”) of four external experts who have no interests with SymBio and are independent from management
to a certain degree: lawyer Wataru Komoto of Hogan Lovells, lawyer Akito Takahashi of Takahashi & Katayama,
SymBio outside director Shigetoshi Matsumoto, and Kiyoshi Watanabe, outside member of SymBio’s Audit &Supervisory Board. SymBio resolved to issue the Stock Acquisition Rights after receiving the opinion of the ThirdParty Committee regarding the reasonableness of degree of dilution, appropriateness of fundraising method, andappropriateness of the Allottee, after careful deliberation and confirmation that the current fundraising is necessary
and appropriate in scope.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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. Reasons for having chosen the Allottee(1) Outline of the Allottee
1)

Designation

EVO FUND

2)

Location

c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue, George Town, Grand Cayman KY1-9005,
Cayman Islands

3)

Grounds for foundation

Tax-exempt limited liability company based on the laws of the Cayman
Islands

4)

Purpose of formation

Investment

5)

Date of formation

6)

Total investment amount

December 2006
Paid-in capital: US$1.00

7)Investors, investment
ratio, and outline ofinvestors

Net assets: Approximately US$24.3 million
Paid-in capital: Michael L. Lerch, roughly 50%
Evolution Japan Co., Ltd., roughly 50%(Total of above is 100%; Michael L. Lerch is 100% ultimate beneficiary of
Evolution Japan Co., Ltd.)Net assets: Equity capital 100%

8)

Names and titles ofrepresentatives

Representative Director: Michael L. Lerch
Representative Director: Richard Chisholm

9)

Overview of Japanese
agent

Evolution Japan Securities Co., Ltd.
4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan
Representative Director: Shaun Lawson

10)

Relationship between
SymBio and said fund

Relationships between SymBio andsaid fund

EVO FUND was the allottee of
45th, 46th, and 47th Stock
Acquisition Rights. SymBio is not
an investor in said fund.

Relationships between SymBio andrepresentatives of said fundNot applicable

Relationships between SymBio andJapanese agent of said fund
(Note) Information on the Allottee is as of October 31, 2019.

Not applicable*SymBio has checked past newspaper articles, the web, and other media and confirmed that no
relationships with any organized crime gang exist with the Allottee, which was introduced via
Evolution Japan Securities Co., Ltd. (4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan; Representative Director,
Shaun Lawson), 100% investor via direct and indirect holdings and director Michael L. Lerch, orAllottee director Richard Chisholm, and confirmed that the Allottee is not an organized crime gang. The
Allottee has also submitted to SymBio a written pledge stating it has absolutely no relationships withany organized crime gang.
Furthermore, to ensure the utmost care, SymBio retained JP Research & Consulting, Inc. (3-7-12
Toranomon, Minato-ku, Tokyo, Japan; President and CEO: Keisuke Furuno), a third-party research
institute specialized in a variety of research, including company and credit research, to conduct researchon the Allottee and 100% investor via direct and indirect holdings and director Michael L. Lerch, andAllottee director Richard Chisholm. As a result of this research, including collation with databases that
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

JP Research & Consulting possesses, on February 4, 2020 SymBio has received reports indicating that
the Allottee, its investors, and executives are not involved with any organized crime gang.
SymBio’s comprehensive judgment based on the above is that neither the Allottee nor its investors or
executives are involved with any organized crime gang. Accordingly, the Company has submitted to theTokyo Stock Exchange a note of confirmation of non-involvement with any organized crime gang.
(2) Reason for having chosen the Allottee
As described above in “2. Purposes of and Reasons for the Subscription,” SymBio looked into multiple
fundraising methods that would give it flexibility and certainty to secure the proceeds and allocate them as outlinedin “(2) Specific uses of the amount to be raised,” under “4. Amount to be raised, as well as the use and scheduled
disbursement thereof.”With Evolution Japan Securities Co., Ltd. as the arranger, SymBio allotted the 45th, 46th, and 47th Stock
Acquisition Rights to EVO FUND in April 2018. Subsequently, all tranches have been fully exercised. In
December 2019, SymBio received a proposal for the Scheme from Evolution Japan Securities Co., Ltd. In light ofthe smooth progress of the previous fundraising scheme, following discussion and deliberation of the proposal
within SymBio, the Company decided that this scheme was appropriate for its financing needs as it enables theraising of funds needed to carry on the Company’s business activities for the next year or so with a high degree ofcertainty due to the exercise commitment provision, while limiting the temporary impact on the Company’s shareprice. Further, the ability to issue an Instruction to Exercise depending on the Company’s share price and fundingneeds and ability to purchase and cancel the Stock Acquisition Rights enables fundraising flexibility. SymBio also
held internal discussions and deliberations regarding EVO FUND, and judged it to be an appropriate allottee inconsideration of its history of contributing to the Company’s fundraising in the past. As a result, SymBio decided
to adopt this Scheme with EVO FUND as the allottee.
The Allottee is a fund (a tax-exempt limited liability company based on the laws of the Cayman Islands)
established in December 2006 for the purpose of investing in listed companies. As for its investment performance,
the Allottee has participated in multiple projects involving capital increases through the third-party allotment ofstock acquisition rights. Using the same method as for the Stock Acquisition Rights, the Allottee has exercised allof the stock acquisition rights it was allotted and contributed funding to the issuing companies in numerous cases.
The Allottee has no investors other than Mr. Michael L. Lerch. With the exception of short-term loans from prime
brokers, the Allottee is fully self-financing its working capital.
The Allottee’s affiliated company, Evolution Japan Securities Co., Ltd., was in charge of arranging this funding,as part of its mediation business for the purchase by its affiliated company. Evolution Japan Securities Co., Ltd. isa wholly owned subsidiary of British Virgin Islands-based Tiger Inn Enterprises Limited (Craigmuir Chambers,
PO Box 71, Road Town, Tortola VG1110, British Virgin Islands; Representative directors: Michael L. Lerch andRichard Chisholm).
(Note) The Stock Acquisition Rights, intermediated through Evolution Japan Securities Co., Ltd., a member of
the Japan Securities Dealers Association, shall be allotted to EVO FUND, and are subscribed inaccordance with the Japan Securities Dealers Association’s “Rules Concerning Handling of Allotmentof New Shares to Third Party, etc.” (self-regulatory rules).
(3) Allottee’s holding policy and measures to restrict exercise
The objective of the Allottee is pure investment and in principle the Allottee’s intention is not to hold for a long
period SymBio’s common shares acquired through the exercise of the Stock Acquisition Rights. In accordanceNote: 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

with its operational responsibility to its investors, SymBio has confirmed verbally that after appropriately judging
price trends on the shares it holds, the Allottee basically intends to sell SymBio’s common shares received throughexercising the Stock Acquisition Rights on market while considering the impact on the market, but would sell
directly using off-market block trades if it finds an appropriate counterparty.
Furthermore, SymBio and the Allottee will enter into the Purchase Agreement regarding the Stock Acquisition
Rights containing the following details.
(a) In accordance with Article 434-1 and Article 436-1 through 436-5 of the Securities Listing Regulations
established by the Tokyo Stock Exchange, in principle if the number of shares acquired by the Allottee
through the exercise of the Stock Acquisition Rights within a single calendar month exceeds 10% of thenumber of listed shares as of the payment date of the Stock Acquisition Rights, SymBio shall not allow OverLimit Exercise.
(b) Outside the scope of application as prescribed, the Allottee agrees not to exercise the Stock Acquisition
Rights corresponding to such Over-Limit Exercise and, regarding the exercise of the Stock Acquisition
Rights, shall check in advance with SymBio to ensure that such exercise of the Stock Acquisition Rights does
not correspond to the Over-Limit Exercise.
(c) In the event the Allottee transfers the Stock Acquisition Rights, the Allottee commits in advance to have thetransferee bear responsibility regarding Over-Limit Exercise with SymBio. If the transferee further transfers
the Stock Acquisition Rights to another third party, the Allottee commits to retain the same obligation to
SymBio.
Further, SymBio plans to stipulate that the transfer of the Stock Acquisition Rights would require approval of
the Board of Directors under the Purchase Agreement. If a transfer were to occur, prior to approval by the Boardof Directors, SymBio would confirm the identity of the transferee, that they are not an organized crime gang, thatthey have the necessary funds for any payments, and their holding policy. Further, if a transfer occurred theCompany would disclose said matter.
(4) Confirmation on the property required for the payment by the Allottee
As evidence of property held by the Allottee, SymBio has confirmed the Allottee’s net asset balance statement,
excluding liabilities from such assets as cash and marketable securities borrowed from multiple prime brokers asof January 31, 2020, and SymBio judges that the Allottee maintains sufficient cash to pay the total amount to be
paid (issue price) for the Stock Acquisition Rights.
Regarding the exercise of the Stock Acquisition Rights, in principle the Allottee intends to exercise the stockacquisition rights and sell shares acquired through the exercise, repeatedly recovering cash through the sale. For
this reason, SymBio judges that the Allottee does not require a substantial amount of cash at any one time, so theCompany judges that the Allottee possesses sufficient cash even when exercising the Stock Acquisition Rights.
(5) Agreement regarding borrowing and lending of share certificates
Regarding the issuance of the Stock Acquisition Rights, Fuminori Yoshida, SymBio’s representative director
and major shareholder, intends to loan the Allottee SymBio’s common shares he holds up to a maximum of 375,000
shares (expected effective date: February 27, 2020; potential loan period: on or after February 27, 2020, and up to
March 31, 2023; loan interest rate: 3.0%).
The Allottee has entered into a share lending agreement with the lender stating that the borrowed shares shallnot be sold or disposed of for purposes other than selling for hedging purposes, within the scope of the number of
SymBio’s common shares to be acquired through exercise of the Stock Acquisition Rights.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

8. Major shareholders and shareholding ratios
Shareholder

Shareholding ratio (%)

Fuminori Yoshida

3.26

Cephalon, Inc.

2.45

SMBC Nikko Securities Inc.

2.04

Daiwa Securities Co. Ltd.

1.11

Eisai Co., Ltd.

0.79

Matsui Securities Co., Ltd.

0.72

Goldman Sachs International

0.70Japan Securities Finance Co., Ltd.

0.70

Kazuyuki Ota

0.60

Nomura Securities Co., Ltd.

0.59

(Notes) 1. Major shareholders and shareholding ratios prior to allotment is based on the shareholder register as ofDecember 31, 2019. EVO FUND’s shareholding ratio is calculated as 1.54% assuming that EVO
FUND held 408,000 shares on January 21, 2020, asindicated in the Change Report Pertaining to theReport of Possession of Large Volume submitted by EVO FUND on January 27, 2020. Such ratio is,however, not listed in the table above, since we cannot confirm the status of the actual share holdings.
2. The Allottee shall hold the Stock Acquisition Rights for the purpose of investment, and may sell
SymBio’s common shares acquired through the exercise of the Stock Acquisition Rights. Accordingly,
after the Allottee’s exercise of the Stock Acquisition Rights, no agreement regarding the long-termholding of SymBio’s common shares has been entered into; therefore, no post-allotment “shareholding
ratio” is stated.
3. The shareholding ratio is rounded to the second decimal place.
9. Future perspective
The impact of the issuance of the Stock Acquisition Rights has been factored into forecasts for the current fiscal
year (the fiscal year ending December 31, 2020). SymBio will disclose promptly in the event of changes in futurebusiness performance.
10. Matters relating to procedures based on the code of conduct of corporations
As a dilution of SymBio’s common shares with a dilution ratio of 25% or more is expected from the Third-Party
Allotment, in accordance with Article 432 of the Securities Listing Regulations established by the Tokyo Stock
Exchange, SymBio must either 1) obtain an opinion from people who are independent from management to acertain degree with regard to the necessity and appropriateness of said allotment or 2) take the procedure ofconfirming the intent of shareholders by resolution at a General Meeting of Shareholders with regard to said
allotment.
The funds to be procured by the Third-Party Allotment do not immediately cause a dilution of shares, unlike theissuance of shares. In addition, in view of SymBio’s current financial conditions, a swift procurement of funds
through the Third-Party Allotment is required. In the case the procedure of confirming the intent of shareholders
by resolution relative to the Third-Party Allotment at a General Meeting of Shareholders is adopted, it will takeapproximately two months to hold an Extraordinary General Meeting of Shareholders to obtain such resolution, 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

well as considerable expenses to hold an Extraordinary General Meeting of Shareholders. In addition, resolution
at the General Meeting of Shareholders scheduled for March 2020 would mean approximately one month from the
Resolution Date to the commencement of the General Meeting of Shareholders. During that period of uncertainty
with respect to the availability of funds, considerations on using funds from the Third-Party Allotment would be
problematic. Meanwhile, the Company believes considerations on the use of funds from the Third-Party Allotment
should be made as quickly as possible with a view to achieving profitability in FY 2021. Consequently, bycomprehensively taking into account the aforementioned circumstances, SymBio has determined to obtain such
opinion regarding the necessity and appropriateness of the Third-Party Allotment from a third-party committee thatis independent from management to a certain degree.
To this end, as previously stated in “(2) Grounds for a judgment that the issued quantity and the scale of thedilution of shares are reasonable” under “6. Rationality of issuance conditions”, SymBio has established the ThirdParty Committee. SymBio asked the committee for an objective opinion concerning the necessity andappropriateness of the Third-Party Allotment and received a written opinion with the following content, on
February 26, 2020. An overview of the Third-Party Committee’s opinion is provided below.
(Summary of the Third-Party Committee’s opinion)
1. Conclusion
The committee considers no problems to exist with respect to the necessity and appropriateness of the ThirdParty Allotment.
2. Reasons(1) Necessity
SymBio explained that its Mid-Range Plan requires the Company to raise a total of around ¥5.8 billion infunds by 1H FY2021. Specifically, the Company requires approximately ¥3.8 billion to develop existing
pipelines by 1H FY 2021. The Company also requires some ¥2.9 billion to establish its own salesforce by
1H FY 2021. Even by allocating approximately ¥2.8 billion that has already been raised to these purposes,
the Company requires a total of approximately ¥3.9 billion in new funding. In addition, the Company
needs some ¥1.9 billion for investment in new in-licensing. Found no circumstances contradicting therationality of this explanation, the Third-Party Committee confirmed the need for this funding.
(2) Appropriateness(a) Comparison with other funding methods
The Company explained that given its unprofitability, borrowing would be extremely difficult, andthat a capital increase through public offering would likewise be problematic. Furthermore, although
the Company has considered fixed-price stock acquisition rights, this option was not attractive as fundraising could be interrupted, depending on the stock price. The Company had not opted for moving
strike convertible bonds, as the number of shares to be issued would be uncertain and impact on thestock price would be significant. In these respects, the Third-Party Committee confirmed thereasonableness of the Company’s decision that raising funds through stock acquisition rights with
exercise price revision clauses was best. Accordingly, the committee confirmed that the Stock
Acquisition Rights were more appropriate than the other funding methods.
(b) Allottee
EVO FUND, the Allottee, was also the allottee for the previous subscription of stock acquisition
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

rights, and the committee confirmed that the Allottee had been investigated sufficiently at that time.
SymBio again commissioned an investigative company to reevaluate involvement of the Allottee withany organized crime gang and assess its situation since the previous evaluation. No information was
found indicting any particular problems with the Allottee in this regard.
(c) Issue conditions
The issue price of the Stock Acquisition Rights is the same as their assessed value, providing the basisthat if the assessed value is appropriate the issue price is also appropriate. The Third-Party Committee
thus considered whether the assessed value was appropriate. Its specific consideration process
involved considering the evaluation report produced by the third-party accounting office the Company
had asked to compute the assessed value of the Stock Acquisition Rights (Akasaka International
Accounting Co., Ltd.). In addition, the person in charge of this project at that accounting officeattended a question-and-answer session at a meeting of the Third-Party Committee. As no particularly
unreasonable points were determined during the abovementioned consideration process, either with theevaluation report produced by the accounting office or with the explanation provided by its person in
charge, the committee considered the issue price appropriate. With regard to issue conditions otherthan the issue price, the committee considered the draft Purchase Agreement under negotiation
between the Company and the Allottee. Given that this negotiation is being led by an attorney
representing the Company, the committee found no points to be particularly unreasonable. Based on
the above considerations, the committee judged the overall issue conditions appropriate.
(d) Dilution
Issuing the Stock Acquisition Rights and future exercise of the Stock Acquisition Rights would bedisadvantageous to existing shareholders, as their shareholding ratios would be diluted significantly.
That said, without the cash generated through the Funding, the Company considers itself highly
unlikely to be able to meet the objectives of the Mid-Term Plan, namely development of the existing
pipeline and establishment of its own salesforce. Accordingly, SymBio believes the Funding willcontribute to increases in the Company’s corporate value (through a rising share price) that outweighthe shareholder disadvantage of liquidation. Based on the explanation provided by the Company, thecommittee confirmed that the funding approach was rational, despite dilution due to the Third-Party
Allotment.
SymBio received the above-stated opinion from the Third-Party Committee confirming that no problems wereconsidered to exist with respect to the necessity and appropriateness of the Third-Party Allotment. Furthermore, as
the result of substantial discussion and consideration at a Board of Directors meeting convened today by reference
to the above-stated opinion of the Third-Party Committee, SymBio judged that the amount of issuance of the Stock
Acquisition Rights and the scale of dilution were reasonable, even taking the impact on existing shareholders into
account.
11. Business performance and equity finances for the most recent three years(1) Operating results for the most recent three years
Year ended
December 2017

Year ended
December 2018Year ended
December 2019

Net sales (Thousands of yen)

3,444,206

3,835,530

2,837,753

Operating profit (Thousands of yen)

(3,947,061)(2,656,072)(4,301,615)

Settlement term

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

Ordinary profit (Thousands of yen)

(3,976,784)(2,748,730)(4,376,655)

Profit (Thousands of yen)

(3,977,862)(2,752,533)(4,376,258)(79.78)(165.54)(189.03)

Dividends per share (Yen)

－

－

－

Net assets per share (Yen)

50.00

212.23143.07

Earnings (loss) per share (Yen)(Note) On July 1, 2019, the Company conducted a 1-for-4 consolidation of common stock. Earnings per share andnet assets per share have been calculated based on the assumption that this consolidation was conducted at
the beginning of FY 2018.
(2) Number of issued shares and dilutive shares (As of December 31, 2019)

26,437,681

Percentage relative to thenumber of issued shares
100%

2,791,950

10.56%－－－－

Number of shares
Number of issued shares
Number of dilutive shares at the conversion
price (exercise price) at present
Number of dilutive shares at the lower-limit of
the conversion price (exercise price)
Number of dilutive shares at the upper-limit of
the conversion price (exercise price)(Note) The number of dilutive shares above represents dilutive shares related to the Company’s stock option
arrangements (1,116,950 shares) as of December 31, 2019, plus dilutive shares related to the 47th Stock
Acquisition Rights (1,675,000 shares) as of December 31, 2019. As indicated in the February 12, 2020 news
release entitled “Completion, Monthly Exercise Status and Large Volume Exercise of the 47th Stock
Acquisition Rights (with Exercise Price Revision Clauses) Issued by way of Third Party Allotment,” as ofthat date all of the 47th Stock Acquisition Rights had been exercised, and no dilutive shares exist as ofFebruary 27, 2020.
(3) Recent stock prices
1) For the most recent three years
Year ended
December 2017

Year ended
December 2018Year ended
December 2019

Opening price

¥984

¥876

¥740

Highest price¥1,340¥1,156¥1,100

Lowest price

¥784

¥460

¥537

Closing price

¥876

¥760

¥607

(Notes) 1. Share prices are according to the Tokyo Stock Exchange JASDAQ (Growth).
2. On July 1, 2019, the Company conducted a 1-for-4 consolidation of common stock. These figures havebeen calculated based on the assumption that this consolidation was conducted at the beginning of FY
2017.
2) For the most recent six months
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

Opening price2019
September¥560

October¥682

November¥670

December¥641

2020
January¥600

February¥570

Highest price

¥695

¥692

¥874

¥654

¥653

¥620

Lowest price

¥546

¥600

¥622

¥600

¥563

¥541

Closing price

¥642

¥671

¥641

¥607

¥580

¥581

(Notes) 1. Share prices are according to the Tokyo Stock Exchange JASDAQ (Growth).
2. Share prices for February 2020 are those as of February 26, 2020.
3) Share prices on the business day immediately preceding the Resolution Date at the Board of Directors meeting
relative to said issuance
February 26, 2020
Opening price¥559

Highest price¥601

Lowest price¥558

Closing price¥581(Note) Share prices are according to the Tokyo Stock Exchange JASDAQ (Growth).
(4) Equity finances for the most recent three years
・Issuance of the 42nd Stock Acquisition Rights by third-party allotment
Date of allotment
Number of stock acquisition rights
issuedAugust 25, 2017
88,000 units

Issue priceTotal of ¥32,560,000 (¥370 per unit)

Planned amount of funding at the¥1,924,560,000

time of issuance(Breakdown)
Portion from the issuance of stock acquisition rights: ¥32,560,000
Portion from the exercise of stock acquisition rights:¥1,892,000,000

Allottee
Number of issued shares at the timeof subscription
Number of dilutive shares due tothe subscription
Exercise status at present

SBI Securities Co., Ltd.
48,983,324 shares
8,800,000 shares
Number of exercised shares: 8,800,000 shares(Remaining stock acquisition rights: 0; exercise price: ¥215)

Procured funds at present¥1,924,560,000

Initial use of funds at the time of(1) Expenses related to the development of TREAKISYM® (SyB

issuance

L-0501) for recurrent/refractory medium- to high-grade NHL(diffuse large B-cell lymphoma)(2) Expenses related to the acquisition of rights to the
TREAKISYM® oral formulation and for the development after
the rights have been acquired

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

Planned timing for disbursement at
the time of issuanceAppropriation status at present

From August 2017, as needed
In line with initial plans for funds usage, ¥915,560,000 has been
appropriated for the development of TREAKISYM® forrecurrent/refractory NHL and ¥1,009,000,000 for the acquisition ofrights to the TREAKISYM® oral formulation and development.

・Issuance of the 45th Stock Acquisition Rights by third-party allotment
Date of allotment
Number of stock acquisition rights
issuedApril 25, 2018
20,000,000 units

Issue priceTotal of ¥10,800,000 (¥0.54 per unit)

Planned amount of funding at the¥4,150,800,000

time of issuance(Breakdown)
Portion from the issuance of stock acquisition rights: ¥10,800,000
Portion from the exercise of stock acquisition rights:¥4,140,000,000

Allottee
Number of issued shares at the timeof subscription
Number of dilutive shares due tothe subscription
Exercise status at present

EVO FUND
54,049,224 shares
20,000,000 shares
Number of exercised shares: 20,000,000 shares(Remaining stock acquisition rights: 0; exercise price: ¥207)

Procured funds at present¥2,599,500,000

Initial use of funds at the time of(1) Development of in-licensed drugs

issuance(2) Establishment of the Company’s own salesforce(3) Investment in new in-licensing, M&A, and other means of
ensuring long-term growth opportunities

Planned timing for disbursement at
the time of issuanceAppropriation status at present

From April 2018, as needed
In line with initial plans for fund usage, ¥2,062,500,000 has been
appropriated for in-licensed drug development and ¥537,000,000 forestablishing the Company’s own salesforce.

・Issuance of the 46th Stock Acquisition Rights by third-party allotment
Date of allotment
Number of stock acquisition rights
issuedApril 25, 2018
15,000,000 units

Issue priceTotal of ¥6,600,000 (¥0.44 per unit)

Planned amount of funding at the¥3,141,600,000

time of issuance(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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

30

Portion from the issuance of stock acquisition rights: ¥6,600,000
Portion from the exercise of stock acquisition rights:¥3,135,000,000
Allottee
Number of issued shares at the timeof subscription
Number of dilutive shares due tothe subscription
Exercise status at present

EVO FUND
54,049,224 shares
15,000,000 shares
Number of exercised shares: 15,000,000 shares(Remaining stock acquisition rights: 0; exercise price: ¥209)

Amount of funds raised at present¥2,528,600,000

Initial use of funds at the time of(1) Development of in-licensed drugs

issuance(2) Establishment of the Company’s own salesforce(3) Investment in new in-licensing, M&A, and other means of
ensuring long-term growth opportunities

Planned timing for disbursement at
the time of issuanceAppropriation status at present

From April 2018, as needed
In line with initial plans for fund usage, ¥637,500,000 has been
appropriated for in-licensed drug development, ¥749,000,000 forestablishing the Company’s own salesforce, and ¥540,000,000 forinvestment in new in-licensing, M&A, and other uses. The
Company plans to appropriate the unappropriated portion of¥602,100,000 for in-licensed drug development by the end of
December 2020.

・Issuance of the 47th Stock Acquisition Rights by third-party allotment
Date of allotment
Number of stock acquisition rights
issuedApril 25, 2018
15,000,000 units

Issue priceTotal of ¥5,700,000 (¥0.38 per unit)

Planned amount of funding at the¥3,170,700,000

time of issuance(Breakdown)
Portion from the issuance of stock acquisition rights: ¥5,700,000
Portion from the exercise of stock acquisition rights:¥3,165,000,000

Allottee
Number of issued shares at the timeof subscription
Number of dilutive shares due tothe subscription
Exercise status at present

EVO FUND
13,512,306 shares
3,750,000 shares
Number of exercised shares: 3,750,000 shares(Remaining stock acquisition rights: 0; exercise price: ¥844)

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

Amount of funds raised at present¥2,198,225,000

Initial use of funds at the time of(1) Development of in-licensed drugs

issuance(2) Establishment of the Company’s own salesforce(3) Investment in new in-licensing, M&A, and other means of
ensuring long-term growth opportunities

Planned timing for disbursement at
the time of issuanceAppropriation status at present

From April 2018, as needed
In line with initial plans for fund usage, the Company plans toappropriate ¥797,900,000 for in-licensed drug development and¥1,400,325,000 for establishing the Company’s own salesforce by
the end of December 2020.

(Note) On July 1, 2019, the Company conducted a 1-for-4 consolidation of common stock. The number ofissued shares at the time of subscription, number of dilutive shares due to the subscription, andexecution status at present have been calculated based on the assumption that this consolidation was
conducted at the beginning of FY 2018.
12. Terms and Conditions
See attachment.
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

Attachment
Terms and Conditions for the Issuance of
SymBio Pharmaceuticals Limited’s 50th Stock Acquisition Rights
1.

Designation of the stock acquisition rights

SymBio Pharmaceuticals Limited’s 50th Stock Acquisition
Rights (the “Stock Acquisition Rights”)

2.

Total amount to be paid for the Stock¥7,420,000

Acquisition Rights
3.

Deadline for application

March 16, 2020

4.

Date of allotment and due date of payment

March 16, 2020

5.

Method for subscription

All the Stock Acquisition Rights shall be allotted to EVO
FUND via third-party allotment.

6.

Class and number of shares underlying the stock acquisition rights and the calculation method for thenumber(1) The class of shares underlying the Stock Acquisition Rights shall be common shares of SymBio.
(2) The number of shares underlying the Stock Acquisition Rights shall be 7,000,000 shares (one share perunit; the “Number of Shares Allotted”).
In the event SymBio conducts a stock split or a reverse stock split, the number of underlying sharesshall be adjusted according to the following formula. However, such adjustment shall be made on thenumber of shares underlying the Stock Acquisition Rights that have not been exercised at that point in
time, and fractional amounts of less than one share resulting from the adjustment shall be truncated.
Number of shares after adjustment = Number of shares before adjustment x Split or reverse-split ratio
Separately, if the need to adjust the number of underlying shares arises, the number of underlying
shares shall be adjusted appropriately and within reason by resolution of SymBio’s Board of Directors.

7.

Total number of the Stock Acquisition

7,000,000 units

Rights8.

Amount to be paid for each unit of the¥1.06

Stock Acquisition Rights
9.

Value of property contributed in exercising each unit of the Stock Acquisition Rights and the calculation
method(1) The value of property contributed in exercising each unit of the Stock Acquisition Rights shall be theexercise price (defined below) times the Number of Shares Allotted. However, resulting fractionalamounts of less than one yen shall be truncated.
(2) The value of property contributed per share when SymBio’s common shares are delivered(hereinafter, new issuance of SymBio’s common shares or disposal of those held by SymBio shall bereferred to as delivery) through exercise of the Stock Acquisition Rights (the “Exercise Price”) shallinitially be ¥547.

10.

Revision of the Exercise Price(1) The Exercise Price shall be initially revised on the trading day following the allotment date, and further
revisions shall take place after the passage of each subsequent five trading-day period (“trading day”
refers to a day on which trading sessions take place on the Tokyo Stock Exchange, Inc. (the “Tokyo
Stock Exchange”). In the event the Exercise Price is revised based on this paragraph, on the next trading

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

day following the fifth trading day counted from the date on which the Exercise Price was previously
revised (including that date; the “Revision Date”), the Exercise Price shall be revised to an amountobtained by multiplying the simple average value of the volume weighted average price of SymBio’s
common shares in regular trading announced by the Tokyo Stock Exchange on each trading day forthe five consecutive trading days prior to the Revision Date (the “Price Calculation Period”) by 94%,
truncating fractional amounts less than one yen (the “Standard Exercise Price”). However, the priceshall be revised to the minimum Exercise Price [defined below] if the Standard Exercise Price falls
below the minimum Exercise Price. In addition, in the event of a reason for adjustment based on theprovisions of Paragraph 11 during one of the Price Calculation Periods, the volume weighted average
price of SymBio’s common shares in regular trading announced by the Tokyo Stock Exchange for eachof the trading days for that Price Calculation Period shall be adjusted, taking that reason into
consideration.
(2) The minimum Exercise Price shall be ¥291. The minimum Exercise Price shall be adjusted inaccordance with the provisions of Paragraph 11.
11.

Adjustment of the Exercise Price(1) In the case SymBio’s common shares are delivered by reason of any event as stipulated in Item (2) ofthis paragraph after the allotment date of the Stock Acquisition Rights, and the number of issued
common shares of SymBio changes or could change, SymBio shall adjust the Exercise Price inaccordance with the following equation (the “Exercise Price Adjustment Formula”).
Exercise
Price
after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issued
×+

Amount to be paid
Number of common
×
per shareshares delivered
Market price

Number of shares already issued+

Number of common shares delivered(2) The cases in which the Exercise Price is adjusted according to the Exercise Price Adjustment Formulaand the timing for applying the Exercise Price after adjustment shall be as set forth below.
1)

If SymBio’s common shares are newly delivered at an amount to be paid lower than the market
price (set forth in Item (4), 2) of this paragraph), (except for the cases of (i) the delivery of
SymBio’s common shares in exchange for the acquisition of shares with a put option or theacquisition of shares subject to call or (ii) the delivery of SymBio’s common shares at the requestor exercise of stock acquisition rights, bonds with stock acquisition rights, or other instruments orrights that allow a request of 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 (such date shall be
the last day of the payment period for subscription if such a period for subscription is established;hereinafter, the same shall apply) or on or after the day following the date of allotment toshareholders for subscription, if such date is established.

2)

If SymBio’s common shares are issued through a stock split or a gratis allotment of shares, theExercise Price after adjustment shall apply on and after the day following the reference date forthe stock split; on and after the day following the reference date on which ordinary shareholders
are granted the right to receive the allotment in a gratis allotment of SymBio’s common shares, if
such a reference date exists; or on and after the day following the effective date for the allotment
if a reference date does not exist on which ordinary shareholders are granted the right to receive
the allotment in a gratis allotment of SymBio’s common shares, or in the event of a gratis
allotment of SymBio’s common shares to shareholders (excluding ordinary shareholders).

3)

In the event of an issue (including a gratis allotment) of SymBio’s common shares in exchange

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

for the acquisition of issued shares with a put option, for which the delivery of SymBio’s commonshares is at a price lower than the market price (set forth in Item (4), 2) of this paragraph) is
determined; or in the event of an issue (including a gratis allotment) of stock acquisition rights,
bonds with stock acquisition rights, or other instruments or rights that allow a request of thedelivery of SymBio’s common shares at a price lower than the market price (set forth in Item (4),2) of this paragraph), the Exercise Price after adjustment shall be calculated by applying theExercise Price Adjustment Formula mutatis mutandis on the assumption that all issued shareswith a put option, stock acquisition rights, bonds with stock acquisition rights, or other
instruments or rights are requested or exercised at the initial acquisition price or the Exercise Priceand that SymBio’s common shares are delivered, and the Exercise Price after adjustment shall beapplied on or after the day following the due date of payment (the date of allotment for stockacquisition rights or bonds with stock acquisition rights, and the effective date for gratis
allotments). However, if a reference date exists for this allotment of rights, the Exercise Priceafter adjustment shall be applied on or after the day following that date. Notwithstanding theabove, if consideration for SymBio’s common shares delivered upon request or exercise is notdetermined at the time shares acquired with a put option, stock acquisition rights, bonds withstock acquisition rights, and other instruments or rights are issued, the Exercise Price after
adjustment shall be calculated by applying the Exercise Price Adjustment Formula mutatis
mutandis on the assumption that all issued shares acquired with a put option, stock acquisitionrights, bonds with stock acquisition rights, and other instruments or rights are requested or
exercised on the conditions set at the time such consideration is determined, and that SymBio’s
common shares are delivered, and the Exercise Price after adjustment shall be applied on or after
the day following the date on which such consideration is determined.
4)

If SymBio’s common shares are delivered at a price lower than the market price (set forth in Item(4), 2) of this paragraph) in exchange for the acquisition of shares subject to call or stockacquisition rights subject to call (including those attached to bonds with stock acquisition rights)
issued by SymBio, the Exercise Price after adjustment shall be applied on or after the day
following the acquisition date.

5)

For transactions corresponding to Item 1), 2), or 3) of this section, if a reference date for the
allotment of rights is established, and approval by the General Meeting of Shareholders, the Boardof Directors, or other SymBio institution on a date after such reference date on which thetransaction becomes effective is set as a condition, the Exercise Price after adjustment shall beapplied on or after the day following the date of such approval, notwithstanding the provisions ofItems 1), 2), or 3) of this section. In such a case, the following formula shall be used to determine
the number of shares of SymBio’s common stock to be delivered to the holder of stock acquisitionrights corresponding to the Stock Acquisition Rights exercised from the day following suchreference date to the date of approval of such transaction.
(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

Fractional amounts of less than one share shall be truncated, and no cash adjustment shall be
made.
(3) If the difference between the Exercise Price after adjustment and the Exercise Price before adjustment,
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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

both of which have been calculated according to the Exercise Price Adjustment Formula, remains
below one yen, the Exercise Price shall not be adjusted. Provided, however, that if SymBio adjusts the
Exercise Price for any reason requiring such an adjustment thereafter, SymBio shall use the value that
deducts the aforementioned difference from the Exercise Price before adjustment instead of the
Exercise Price before adjustment in the Exercise Price Adjustment Formula.
(4) Calculations using the Exercise Price Adjustment Formula shall be performed according to thefollowing provisions.
1)

Fractional amounts of less than one yen shall be rounded off.

2)

The market price used in the Exercise Price Adjustment Formula shall be the average value of theclosing prices of SymBio’s common shares in regular trading (excluding the days without aclosing price as of the trading date) on the Tokyo Stock Exchange over 30 trading days that startfrom the 45th trading day prior to the day when the Exercise Price after adjustment is first applied(the reference date, in case of Item (2), 5) of this paragraph). In this case, when calculating the
average value, numbers below one yen shall be calculated to a second decimal place with theresulting numbers rounded off to the 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 the number of SymBio’s common shares held thereby on the reference date if it isestablished, or if not established, the day one month prior to the day when the Exercise Price after
adjustment is first applied. For cases corresponding to Item (2), 2) of this paragraph, the numberof common shares delivered that is used in the Exercise Price Adjustment Formula shall notinclude the number of SymBio’s common shares that are allotted to SymBio’s common shares
owned by SymBio as of the reference date.

(5) Except for cases that require an adjustment of the Exercise Price set forth in Item (2) of this paragraph,
SymBio may adjust the Exercise Price in the following cases, as required.
1)

When an adjustment of the Exercise Price becomes necessary due to consolidation of shares, amerger in which SymBio is the surviving company, an absorption-type company split in which
SymBio is the successor company, or a share exchange making SymBio the wholly owning parent
company;

2)

When an adjustment of the Exercise Price becomes necessary because of any other event thatcauses or might possibly cause a change to the number of issued common shares of SymBio has
occurred; and/or

3)

If two or more events that require the adjustment of the Exercise Price have occurred at extremely
short intervals, 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 or causes.

(6) Notwithstanding the provisions of Item (2) of this paragraph, if the date first applied for the Exercise
Price after adjustment based on Item (2) of this paragraph matches the Revision Date of the Exercise
Price based on Paragraph 10, SymBio shall make the necessary adjustments.
(7) SymBio shall inform, in advance, the rights holder in writing of the intent and reason(s) of such revisionor adjustment, the Exercise Price before revision or adjustment, the Exercise Price after revision or
adjustment, the commencement date to apply the Exercise Price after revision or adjustment and othernecessary matters by the day immediately preceding the date of the commencement date 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

application. Provided, however, that if SymBio cannot inform the rights holder of the aforementioned
information by the day immediately preceding the date of application, including in the case of Item (2),5) of this paragraph, SymBio shall inform promptly on and after the date for application.
12.

Exercise period for the Stock Acquisition Rights
The period during which the Stock Acquisition Rights can be exercised shall be from March 17, 2020
(including that date) to March 17, 2023 (including that date).

13.

Other conditions for exercising the Stock Acquisition Rights
Partial exercise of the Stock Acquisition Rights shall not be permitted.

14.

Reasons for acquiring stock acquisition rights
If SymBio’s Board of Directors resolves that the acquisition of the Stock Acquisition Rights is necessary,by notifying the rights holder 10 or more trading days before the date for acquiring the Stock Acquisition
Rights determined by SymBio’s Board of Directors (the “Acquisition Date”), SymBio may acquire the Stock
Acquisition Rights remaining as of the Acquisition Date, either in part or in full, by paying the same priceper unit of the Stock Acquisition Rights as received in payment. Fractional amounts of less than one yen
remaining after multiplying this figure by the number of units of the Stock Acquisition Rights shall be
rounded off. If a portion of the relevant Stock Acquisition Rights is acquired, a drawing of lots or otherrational method shall be employed.

15.

Issuance of instruments for stock acquisition rights
SymBio shall not issue certificates for stock acquisition rights relative to the Stock Acquisition Rights.

16.

Increase in capital stock and legal capital surplus in the case of the issuance of new shares through theexercise of stock acquisition rights
In the event of share issuance by exercising the Stock Acquisition Rights, the amount to be contributed tocapital stock 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 Rules of Corporate Accounting (with any fractionalamounts 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 Stock Acquisition Rights shall be the amount deducting theamount to be contributed to capital stock from the upper limit of an increase in capital stock and legal capitalsurplus.

17.

Method for the exercise request of stock acquisition rights(1) When making an exercise request of the Stock Acquisition Rights, the rights holder must provide
notification of necessary matters at the exercise request location stated in Paragraph 19 during theexercise period for the Stock Acquisition Rights provided in Paragraph 12.
(2) When making an exercise request of the Stock Acquisition Rights, the rights holder must provide
notification of necessary matters for the exercise request stated in the previous item. In addition, therights holder shall transfer the entire amount of the money, which is deemed to be the objective ofcontribution in exercising the Stock Acquisition Rights, to the account designated by SymBio at thepayment handling location set forth in Paragraph 20.
(3) The exercise request for the Stock Acquisition Rights shall become effective on the date when the
notification of all necessary matters for the exercise request have been provided to the exercise request
location stated in Paragraph 19, and the entire amount of money provided in the preceding item, which
is deemed to be the objective of contribution in exercising the Stock Acquisition Rights, has been
remitted. (If the revision of the Exercise Price provided in Paragraph 10 is conducted on the same day
as notification of necessary matters for the exercise request are submitted, the monetary amount shallNote: 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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

be calculated based on the Exercise Price following such revision.)
18.

Method for delivery of share certificates
After the exercise request becomes effective, SymBio shall deliver the shares by recording an increase intransfer shares in the holding column of the book-entry account of the book-entry transfer institution or
account management institution designed by the holder of the Stock Acquisition Rights.

19.

Exercise request location

Stock Transfer Agency Business Planning Dept., Sumitomo
Mitsui Trust Bank, Limited

20.

Payment handling location

Yotsuya Branch, MUFG Bank, Ltd.

21.

Basis for calculation of the amount to be paid for stock acquisition rights and the value of property
contributed in exercising the stock acquisition rights
The amount to be paid for each unit of the Stock Acquisition Rights shall be as stated in Paragraph 8, taking
into consideration the various conditions on the Stock Acquisition Rights and the purchase agreement
relative to the Stock Acquisition Rights, and with reference to the result of calculations using the Monte
Carlo simulation method, a commonly used price calculation model for stock options and the like.
Furthermore, the amount to be paid upon exercise of the Stock Acquisition Rights shall be as stated in
Paragraph 9.

22.

Application of the Act on Book-Entry of Company Bonds, Shares, etc.
The Stock Acquisition Rights shall be book-entry stock acquisition rights as provided in the Act on BookEntry of Company Bonds, Shares, etc., and the provisions of this act shall apply to all of the rights.
Furthermore, handling of the Stock Acquisition Rights shall be conducted in accordance with operating
regulations related to the book entry of shares and the like provided by Japan Securities Depository Center,
Inc., and in accordance with the center’s other rules.

23.

Name and location of the book-entry transfer institution
Japan Securities Depository Center, Inc.
2-1-1 Nihombashi Kayaba-cho, Chuo-ku, Tokyo, Japan

24.

Others(1) 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.
(2) The above paragraphs shall apply on the condition that the notification in accordance with the Financial
Instruments and Exchange Act becomes effective.
(3) Other necessary matters related to the issuance of the Stock Acquisition Rights shall be entrusted to
the representative director of SymBio.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

38

Terms and Conditions for the Issuance of
SymBio Pharmaceuticals Limited’s 51st Stock Acquisition Rights
1.

Designation of the stock acquisition rights

SymBio Pharmaceuticals Limited’s 51st Stock Acquisition
Rights (the “Stock Acquisition Rights”)

2.

Total amount to be paid for the Stock¥3,120,000

Acquisition Rights
3.

Deadline for application

March 16, 2020

4.

Date of allotment and due date of payment

March 16, 2020

5.

Method for subscription

All the Stock Acquisition Rights shall be allotted to EVO
FUND via third-party allotment.

6.

Class and number of shares underlying the stock acquisition rights and the calculation method for thenumber(1) The class of shares underlying the Stock Acquisition Rights shall be common shares of SymBio.
(2) The number of shares underlying the Stock Acquisition Rights shall be 3,000,000 shares (one share perunit; the “Number of Shares Allotted”).
In the event SymBio conducts a stock split or a reverse stock split, the number of underlying sharesshall be adjusted according to the following formula. However, such adjustment shall be made on thenumber of shares underlying the Stock Acquisition Rights that have not been exercised at that point in
time, and fractional amounts of less than one share resulting from the adjustment shall be truncated.
Number of shares after adjustment = Number of shares before adjustment x Split or reverse-split ratio
Separately, if the need to adjust the number of underlying shares arises, the number of underlying
shares shall be adjusted appropriately and within reason by resolution of SymBio’s Board of Directors.

7.

Total number of the Stock Acquisition

8.

Amount to be paid for each unit of the

3,000,000 units

Rights¥1.04

Stock Acquisition Rights
9.

Value of property contributed in exercising each unit of the Stock Acquisition Rights and the calculation
method(1) The value of property contributed in exercising each unit of the Stock Acquisition Rights shall be theexercise price (defined below) times the Number of Shares Allotted. However, resulting fractionalamounts of less than one yen shall be truncated.
(2) The value of property contributed per share when SymBio’s common shares are delivered(hereinafter, new issuance of SymBio’s common shares or disposal of those held by SymBio shall bereferred to as delivery) through exercise of the Stock Acquisition Rights (the “Exercise Price”) shallinitially be ¥547.

10.

Revision of the Exercise Price(1) The Exercise Price shall be initially revised on the trading day following the allotment date, and further
revisions shall take place after the passage of each subsequent five trading-day period (“trading day”
refers to a day on which trading sessions take place on the Tokyo Stock Exchange, Inc. (the “Tokyo
Stock Exchange”). In the event the Exercise Price is revised based on this paragraph, on the next trading
day following the fifth trading day counted from the date on which the Exercise Price was previously
revised (including that date; the “Revision Date”), the Exercise Price shall be revised to 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

39

obtained by multiplying the simple average value of the volume weighted average price of SymBio’s
common shares in regular trading announced by the Tokyo Stock Exchange on each trading day forthe five consecutive trading days prior to the Revision Date (the “Price Calculation Period”) by 94%,
truncating fractional amounts less than one yen (the “Standard Exercise Price”). However, the priceshall be revised to the minimum Exercise Price [defined below] if the Standard Exercise Price falls
below the minimum Exercise Price. In addition, in the event of a reason for adjustment based on theprovisions of Paragraph 11 during one of the Price Calculation Periods, the volume weighted average
price of SymBio’s common shares in regular trading announced by the Tokyo Stock Exchange for eachof the trading days for that Price Calculation Period shall be adjusted, taking that reason into
consideration.
(2) The minimum Exercise Price shall be ¥291. The minimum Exercise Price shall be adjusted inaccordance with the provisions of Paragraph 11.
11.

Adjustment of the Exercise Price(1) In the case SymBio’s common shares are delivered by reason of any event as stipulated in Item (2) ofthis paragraph after the allotment date of the Stock Acquisition Rights, and the number of issued
common shares of SymBio changes or could change, SymBio shall adjust the Exercise Price inaccordance with the following equation (the “Exercise Price Adjustment Formula”).
Exercise
Price
after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issued
×+

Amount to be paid
Number of common
×
per shareshares delivered
Market price

Number of shares already issued+

Number of common shares delivered(2) The cases in which the Exercise Price is adjusted according to the Exercise Price Adjustment Formulaand the timing for applying the Exercise Price after adjustment shall be as set forth below.
1)

If SymBio’s common shares are newly delivered at an amount to be paid lower than the market
price (set forth in Item (4), 2) of this paragraph), (except for the cases of (i) the delivery of
SymBio’s common shares in exchange for the acquisition of shares with a put option or theacquisition of shares subject to call or (ii) the delivery of SymBio’s common shares at the requestor exercise of stock acquisition rights, bonds with stock acquisition rights, or other instruments orrights that allow a request of 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 (such date shall be
the last day of the payment period for subscription if such a period for subscription is established;hereinafter, the same shall apply) or on or after the day following the date of allotment toshareholders for subscription, if such date is established.

2)

If SymBio’s common shares are issued through a stock split or a gratis allotment of shares, theExercise Price after adjustment shall apply on and after the day following the reference date forthe stock split; on and after the day following the reference date on which ordinary shareholders
are granted the right to receive the allotment in a gratis allotment of SymBio’s common shares, if
such a reference date exists; or on and after the day following the effective date for the allotment
if a reference date does not exist on which ordinary shareholders are granted the right to receive
the allotment in a gratis allotment of SymBio’s common shares, or in the event of a gratis
allotment of SymBio’s common shares to shareholders (excluding ordinary shareholders).

3)

In the event of an issue (including a gratis allotment) of SymBio’s common shares in exchange
for the acquisition of issued shares with a put option, for which the delivery of SymBio’s commonshares is at a price lower than the market price (set forth in Item (4), 2) of this paragraph) is

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

40

determined; or in the event of an issue (including a gratis allotment) of stock acquisition rights,
bonds with stock acquisition rights, or other instruments or rights that allow a request of thedelivery of SymBio’s common shares at a price lower than the market price (set forth in Item (4),2) of this paragraph), the Exercise Price after adjustment shall be calculated by applying theExercise Price Adjustment Formula mutatis mutandis on the assumption that all issued shareswith a put option, stock acquisition rights, bonds with stock acquisition rights, or other
instruments or rights are requested or exercised at the initial acquisition price or the Exercise Priceand that SymBio’s common shares are delivered, and the Exercise Price after adjustment shall beapplied on or after the day following the due date of payment (the date of allotment for stockacquisition rights or bonds with stock acquisition rights, and the effective date for gratis
allotments). However, if a reference date exists for this allotment of rights, the Exercise Priceafter adjustment shall be applied on or after the day following that date. Notwithstanding theabove, if consideration for SymBio’s common shares delivered upon request or exercise is notdetermined at the time shares acquired with a put option, stock acquisition rights, bonds withstock acquisition rights, and other instruments or rights are issued, the Exercise Price after
adjustment shall be calculated by applying the Exercise Price Adjustment Formula mutatis
mutandis on the assumption that all issued shares acquired with a put option, stock acquisitionrights, bonds with stock acquisition rights, and other instruments or rights are requested or
exercised on the conditions set at the time such consideration is determined, and that SymBio’s
common shares are delivered, and the Exercise Price after adjustment shall be applied on or after
the day following the date on which such consideration is determined.
4)

If SymBio’s common shares are delivered at a price lower than the market price (set forth in Item(4), 2) of this paragraph) in exchange for the acquisition of shares subject to call or stockacquisition rights subject to call (including those attached to bonds with stock acquisition rights)
issued by SymBio, the Exercise Price after adjustment shall be applied on or after the day
following the acquisition date.

5)

For transactions corresponding to Item 1), 2), or 3) of this section, if a reference date for the
allotment of rights is established, and approval by the General Meeting of Shareholders, the Boardof Directors, or other SymBio institution on a date after such reference date on which thetransaction becomes effective is set as a condition, the Exercise Price after adjustment shall beapplied on or after the day following the date of such approval, notwithstanding the provisions ofItems 1), 2), or 3) of this section. In such a case, the following formula shall be used to determine
the number of shares of SymBio’s common stock to be delivered to the holder of stock acquisitionrights corresponding to the Stock Acquisition Rights exercised from the day following suchreference date to the date of approval of such transaction.
(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

Fractional amounts of less than one share shall be truncated, and no cash adjustment shall be
made.
(3) If the difference between the Exercise Price after adjustment and the Exercise Price before adjustment,
both of which have been calculated according to the Exercise Price Adjustment Formula, remains
below one yen, the Exercise Price shall not be adjusted. Provided, however, that if SymBio adjusts 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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

41

Exercise Price for any reason requiring such an adjustment thereafter, SymBio shall use the value that
deducts the aforementioned difference from the Exercise Price before adjustment instead of the
Exercise Price before adjustment in the Exercise Price Adjustment Formula.
(4) Calculations using the Exercise Price Adjustment Formula shall be performed according to thefollowing provisions.
1)

Fractional amounts of less than one yen shall be rounded off.

2)

The market price used in the Exercise Price Adjustment Formula shall be the average value of theclosing prices of SymBio’s common shares in regular trading (excluding the days without aclosing price as of the trading date) on the Tokyo Stock Exchange over 30 trading days that startfrom the 45th trading day prior to the day when the Exercise Price after adjustment is first applied(the reference date, in case of Item (2), 5) of this paragraph). In this case, when calculating the
average value, numbers below one yen shall be calculated to a second decimal place with theresulting numbers rounded off to the 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 the number of SymBio’s common shares held thereby on the reference date if it isestablished, or if not established, the day one month prior to the day when the Exercise Price after
adjustment is first applied. For cases corresponding to Item (2), 2) of this paragraph, the numberof common shares delivered that is used in the Exercise Price Adjustment Formula shall notinclude the number of SymBio’s common shares that are allotted to SymBio’s common shares
owned by SymBio as of the reference date.

(5) Except for cases that require an adjustment of the Exercise Price set forth in Item (2) of this paragraph,
SymBio may adjust the Exercise Price in the following cases, as required.
1)

When an adjustment of the Exercise Price becomes necessary due to consolidation of shares, amerger in which SymBio is the surviving company, an absorption-type company split in which
SymBio is the successor company, or a share exchange making SymBio the wholly owning parent
company;

2)

When an adjustment of the Exercise Price becomes necessary because of any other event thatcauses or might possibly cause a change to the number of issued common shares of SymBio has
occurred; and/or

3)

If two or more events that require the adjustment of the Exercise Price have occurred at extremely
short intervals, 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 or causes.

(6) Notwithstanding the provisions of Item (2) of this paragraph, if the date first applied for the Exercise
Price after adjustment based on Item (2) of this paragraph matches the Revision Date of the Exercise
Price based on Paragraph 10, SymBio shall make the necessary adjustments.
(7) SymBio shall inform, in advance, the rights holder in writing of the intent and reason(s) of such revisionor adjustment, the Exercise Price before revision or adjustment, the Exercise Price after revision or
adjustment, the commencement date to apply the Exercise Price after revision or adjustment and othernecessary matters by the day immediately preceding the date of the commencement date forapplication. Provided, however, that if SymBio cannot inform the rights holder of the aforementioned
information by the day immediately preceding the date of application, including in the case of Item (2),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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

425) of this paragraph, SymBio shall inform promptly on and after the date for application.
12.

Exercise period for the Stock Acquisition Rights
The period during which the Stock Acquisition Rights can be exercised shall be from March 17, 2020
(including that date) to March 17, 2023 (including that date).

13.

Other conditions for exercising the Stock Acquisition Rights
Partial exercise of the Stock Acquisition Rights shall not be permitted.

14.

Reasons for acquiring stock acquisition rights
If SymBio’s Board of Directors resolves that the acquisition of the Stock Acquisition Rights is necessary,by notifying the rights holder 10 or more trading days before the date for acquiring the Stock Acquisition
Rights determined by SymBio’s Board of Directors (the “Acquisition Date”), SymBio may acquire the Stock
Acquisition Rights remaining as of the Acquisition Date, either in part or in full, by paying the same priceper unit of the Stock Acquisition Rights as received in payment. Fractional amounts of less than one yen
remaining after multiplying this figure by the number of units of the Stock Acquisition Rights shall be
rounded off. If a portion of the relevant Stock Acquisition Rights is acquired, a drawing of lots or otherrational method shall be employed.

15.

Issuance of instruments for stock acquisition rights
SymBio shall not issue certificates for stock acquisition rights relative to the Stock Acquisition Rights.

16.

Increase in capital stock and legal capital surplus in the case of the issuance of new shares through theexercise of stock acquisition rights
In the event of share issuance by exercising the Stock Acquisition Rights, the amount to be contributed tocapital stock 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 Rules of Corporate Accounting (with any fractionalamounts 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 Stock Acquisition Rights shall be the amount deducting theamount to be contributed to capital stock from the upper limit of an increase in capital stock and legal capitalsurplus.

17.

Method for the exercise request of stock acquisition rights(1) When making an exercise request of the Stock Acquisition Rights, the rights holder must provide
notification of necessary matters at the exercise request location stated in Paragraph 19 during theexercise period for the Stock Acquisition Rights provided in Paragraph 12.
(2) When making an exercise request of the Stock Acquisition Rights, the rights holder must provide
notification of necessary matters for the exercise request stated in the previous item. In addition, therights holder shall transfer the entire amount of the money, which is deemed to be the objective ofcontribution in exercising the Stock Acquisition Rights, to the account designated by SymBio at thepayment handling location set forth in Paragraph 20.
(3) The exercise request for the Stock Acquisition Rights shall become effective on the date when the
notification of all necessary matters for the exercise request have been provided to the exercise request
location stated in Paragraph 19, and the entire amount of money provided in the preceding item, which
is deemed to be the objective of contribution in exercising the Stock Acquisition Rights, has been
remitted. (If the revision of the Exercise Price provided in Paragraph 10 is conducted on the same day
as notification of necessary matters for the exercise request are submitted, the monetary amount shallbe calculated based on the Exercise Price following such revision.)

18.

Method for delivery of share certificates

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

43

After the exercise request becomes effective, SymBio shall deliver the shares by recording an increase intransfer shares in the holding column of the book-entry account of the book-entry transfer institution or
account management institution designed by the holder of the Stock Acquisition Rights.
19.

Exercise request location

Stock Transfer Agency Business Planning Dept., Sumitomo
Mitsui Trust Bank, Limited

20.

Payment handling location

Yotsuya Branch, MUFG Bank, Ltd.

21.

Basis for calculation of the amount to be paid for stock acquisition rights and the value of property
contributed in exercising the stock acquisition rights
The amount to be paid for each unit of the Stock Acquisition Rights shall be as stated in Paragraph 8, taking
into consideration the various conditions on the Stock Acquisition Rights and the purchase agreement
relative to the Stock Acquisition Rights, and with reference to the result of calculations using the Monte
Carlo simulation method, a commonly used price calculation model for stock options and the like.
Furthermore, the amount to be paid upon exercise of the Stock Acquisition Rights shall be as stated in
Paragraph 9.

22.

Application of the Act on Book-Entry of Company Bonds, Shares, etc.
The Stock Acquisition Rights shall be book-entry stock acquisition rights as provided in the Act on BookEntry of Company Bonds, Shares, etc., and the provisions of this act shall apply to all of the rights.
Furthermore, handling of the Stock Acquisition Rights shall be conducted in accordance with operating
regulations related to the book entry of shares and the like provided by Japan Securities Depository Center,
Inc., and in accordance with the center’s other rules.

23.

Name and location of the book-entry transfer institution
Japan Securities Depository Center, Inc.
2-1-1 Nihombashi Kayaba-cho, Chuo-ku, Tokyo, Japan

24.

Others(1) 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.
(2) The above paragraphs shall apply on the condition that the notification in accordance with the Financial
Instruments and Exchange Act becomes effective.
(3) Other necessary matters related to the issuance of the Stock Acquisition Rights shall be entrusted to
the representative director of SymBio.

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 50th and 51st 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 50th and 51st stock acquisition rights within the
United States. Regarding the 50th and 51st stock acquisition rights, SymBio has not registered, and is not scheduled to register, any of themunder the United States 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.

44