January 26th, 2023
NanoCarrier Co., Ltd.,
President & CEO : Shiro Akinaga(Code No. 4571 TSE Growth Market)
Contact: IR Chieko Tsuchiya
Phone 03-3241-0553
Axcelead, Inc.
President and CEO: Tomoyuki Fujisawa
Contact: IR Eri Yokota
Phone 070-2485-4358

NanoCarrier and Axcelead Signed Comprehensive Collaboration Agreement
NanoCarrier Co.,Ltd (President and CEO: Shiro Akinaga) ("NanoCarrier") and Axcelead,Inc. (President and CEO: Tomoyuki Fujisawa) ("Axcelead")have entered into anagreement to build a comprehensive collaborative relationship (the "Collaboration") for
the research, development and manufacture of mRNA drugs (the "Agreement").
NanoCarrier had been pursuing clinical development mainly of anti-cancer drugs
utilizing

micellar

nanoparticle

technology,but

successively

suspendeddevelopment(project)s due to failures to achieve key endpoints. In response, we havebeen considering restructuring our growth strategy. We have decided not to conduct latestage clinical development in-house and have decided to take the dynamic change inmodality caused by the new coronavirus pandemic as an opportunity to change ourbusiness model. By leverage our experience in nucleic acid drug R&D and the networks
we have built with global biotech ventures, academia, and Japanese government agencies,
NanoCarrier has decided to transform its business model into a revenue-generatingcompany by creating intellectual properties ("IP") on mRNA therapeutics and related
technologies and out-licensing them from the non-clinical stage.
Axcelead Drug Discovery Partners, Inc. ("Axcelead DDP"), a subsidiary of Axcelead andone of the largest integrated drug discovery platform companies in Japan, which wasincorporated by curving out of all IND-enabling functions from core team of over 200people from Takeda Pharmaceutical Company Limited (TSE1: 4502) (NYSE:TAK) , andARCALIS, Inc.("ARCALIS"), a joint venture with mRNA therapeutics company, Arcturus
Therapeutic Holdings Inc. (NASDAQ: ARCT).

Axcelead DDP 's team of experts has a track record of more than 100 Investigational
New Drug (“IND”) applications and 20 New Drug Applications (“NDA”). ARCALIS iscurrently constructing a plant in Minamisoma, Fukushima Prefecture, which will beequipped with state-of-the-art manufacturing and quality control systems that meetcurrent Good Manufacturing Practice ("cGMP") standards for pharmaceuticals and will be
used for contract manufacturing of mRNA vaccines and pharmaceutical products
worldwide.
To date, the two companies have established PrimRNA Inc. in April 2021, a joint venture
to develop mRNA-based therapies for osteoarthritis (“OA”), a project adopted by theJapan Agency for Medical Research and Development (“AMED”).
To promote the new mRNA therapeutics business, the two companies have signed thenewcomprehensive

collaborationagreementtoestablish

thecomprehensive

collaborative relationship in a series of operations related to mRNA therapeutics research,development, and manufacturing. Through this collaboration, the two companies will
promote R&D by maximizing the use of external resources to reduce fixed costs
associated with R&D and create attractive new mRNA therapeutics IP with a highprobability of out-licensing to pharmaceutical companies. Through this agreement, thetwo companies will promote an integrated business that encompasses the creation ofnew mRNA medicine targets that meet the R&D needs of pharmaceutical companies, theconduct of non-clinical studies, the creation of IP for new medicine candidates, and thesale of IP to pharmaceutical companies.
In response, NanoCarrier President Akinaga said, "We have been pioneering drug
discovery using the new modality of mRNA for about six years in Japan, ahead of ourcompetitors. By collaborating with Axcelead, we expect to dramatically improve ourChemistry, Manufacturing and Control (“CMC”) and non-clinical development capabilities
for mRNA therapeutics and create a series of new mRNA therapeutics that cover a varietyof disease areas and provide them globally. We expect that the collaboration between
Axcelead and NanoCarrier will enable us to efficiently conduct drug discovery research
for multiple mRNA therapeutics targets," commented Mr. Fujisawa, President of Axcelead,“It will be possible to rapidly acquire IPs for new mRNA therapeutics modalities based onan understanding of market needs. We expect we will be able to develop a drug discovery
IP development business for mRNA therapeutics modalities that will enable efficient outlicensing to global pharmaceutical companies in the non-clinical development stage fromclinical candidate compound determination to IND.”
Although the impact of this collaboration on NanoCarrier's business performance forthe fiscal year ending March 31, 2023 will be minimal, we believe that this collaboration
will contribute to the enhancement of our corporate value over the medium to long term.
If there is any impact on future business performance, it will be disclosed promptly. In
addition, we plan to disclose details of new mRNA drug candidates in due course,
including those that we are already promoting. Although this collaboration does not fallunder the standards for timely disclosure, we are voluntarily disclosing this informationbecause we believe it is useful.
In addition, in order to secure funds for this collaboration above and strengthen thecapital relationship with Whiz Partners, Inc., which owns 100% of Axcelead, NanoCarrier
through funds it manages as a general partner, has decided to issue its 6th Convertible
Bonds and its 20th Warrants to THE KENKO FUTURE Investment Limited LiabilityPartnership, of which Whiz Partners, Inc is a general partner. For details, please refer tothe "Notice Concerning the Offering of the 6th Convertible Bond (Refinancing) and the20th Warrant to be Issued by Third Party Allotment" released today.