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News Release

FOR IMMEDIATE RELEASE
May 23, 2000

Notice of Managerial Structure Reform and Introduction of Stock Option System

Listed Stock Name: Eisai Co., Ltd.
Head Office Location: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
President and CEO: Mr. Haruo Naito
Code: 4523
Listed Locations: First Sections of the Tokyo Stock Exchange & the Osaka Securities Exchange
Inquiries: Mr. Isao Okabayashi
In Charge of Public Relations & Legal Affairs
Member, Board of Directors
Phone 81-3-3817-5190

Notice of Managerial Structure Reform and Introduction of Stock Option System
At the Board of Directors' Meeting on May 23, 2000, the Company decided on the implementation of the corporate governance reforms, managerial structure reforms, and the implementation of a stock option system all noted below. The effective date for these measures is expected to be upon the completion of the General Shareholders' Meeting on June 29, 2000.

1. Corporate Governance and Managerial Structure Reform
1) Strengthening the Board of Directors' Meeting
(1) In order to facilitate speed and decision-making, the number of the Board of Directors will be reduced from the present 22 members to 10 members.
(2) In order to strengthen the supervisory functions and assure transparency, one Outside Board of Director Member will be appointed.
(3) Within the Board of Directors, a Corporate Governance Committee will be established. The Outside Board of Director member will be appointed as Chairman of the Corporate Governance Committee and the Committee will deliberate Board of Director/Corporate Officer nominations, and issues related to corporate governance including executive compensation, etc.

1) Introduction of a Corporate Officer System
Corporate officers will take responsibilities for the business activities of each area.
2) Corporate Meetings
In addition to the Board of Directors' Meeting, a Management Policy Committee Meeting, and a Corporate Operating Committee Meeting will be established.
(1) The Management Policy Committee will decide mid-term and long-term corporate strategy, important (material) investments, and corporate alliances.
(2) The Corporate Operating Committee will deliberate issues in each area and report on and confirm the status of business operations.
Board of Directors member changes will be announced in today's financial results report for the fiscal year ended March 31, 2000, Board of Director Changes.



Note: For additional specific information, please refer to the official Japanese language version of this release. This non-official English translation is provided as a courtesy only.


Unofficial English Version: For Reference Use Only.

1. Introduction of a Stock Option System
A stock option system, details appended, is expected to be implemented for Board of Directors and Corporate Officers to enhance motivation and increase corporate value.
Appended Information  

Notice on Providing Stock Options in the Form of New Stock Issuance

("New Stock Issuance for Stock Option as stipulated by Commercial Law 280-19)

At the Board of Directors' Meeting held on May 23, 2000, the Company decided on the following in terms of provision of stock options to the Board of Directors and other applicable persons.
1. Reasons for Implementation of a Stock Option System
The Company decided to implement a Stock Option system to serve as an incentive and motivation to the Board of Directors and other applicable persons to increase corporate value.
2. Names of Persons to receive Stock Options and number of issuance of New Stock for Stock Options.
The Company's nine (9) Board of Directors members will be allocated a maximum of 69,000 new stocks and other applicable persons in the Company will be allocated a maximum of 78,000 new stocks. (The names of eligible persons and applicable stocks to each person are noted in a separate table in this document.)
After the date of the option grant, in the event that a stock split or a consolidation of stocks occurs, an adjustment in stocks options granted will be made in accordance with the rate of stock split or stock consolidation.
In addition, after the date of the stock option grant, in the event the Company merges or consolidates with another company, the number of stocks granted will be adjusted as deemed necessary.
3. Type of Stock Applicable for Stock Option
Common Stock
4. Stock Option Exercise Price
The Stock Option Exercise price of the newly issued stock for the purpose of the stock option is determined by the average of the closing prices of the Company's common stock in the previous month in which the option is granted excluding non-trading days on the Tokyo Stock Exchange with numbers less than one (1) yen being rounded up. However, if the average of the closing prices in the previous month to the stock option grant is lower than the closing price on the grant date, the exercise stock price will be the closing price on the grant date.
After the date of the option grant, in the event of a stock split or stock consolidation, the stock option grant number will be adjusted according to the percentage change with amounts of less than 1 yen being rounded up.
In addition, after stock option grant, if the Company issues new stocks at the price less than the current price on the market (excluding new stock issuance for convertible bonds redemption, warrants with pre-emptive rights and the application of the Commercial Law 280-19), the exercise price will be adjusted with amounts of less than one (1) yen being rounded up.
Moreover, after the stock option grant, if the Company merges or consolidates with another company, the stocks option exercise price will be adjusted as deemed necessary.
5. Stock Option Exercise Term
From September 1, 2000 to June 29, 2010.
6. Stock Option Exercise Conditions
 (1) Stock Options can be exercised by the persons granted options even after they no longer have positions as Board of Directors or applicable persons in the Company. In the event of the death of the person authorized to exercise the stock option, the legally designated heir may exercise the option. However, the conditions stipulated in the stock option agreement (3) below concerning will be applicable.
 (2) The person granted the stock option may not assign or dispose, etc. of the options to a third person or party.
 (3) Other conditions concerning stock option rights will be subject to a stock option agreement which will be entered between the Company and the applicable person eligible for stock options based on the decisions of the General Shareholders' Meeting and the Board of Directors' Meeting both to be held on June 29, 2000.



Note: For additional specific information, please refer to the official Japanese language version of this release. This non-official English translation is provided as a courtesy only.


Separate Table (Persons Eligible for Stock Options)
9 Board of Directors (69,000 stock shares)
Name Share Number Name Share Number
Yuji Naito 16,000 shares Isao Okabayashi 4,000 shares
Haruo Naito 16,000 shares Teruo Osawa 4,000 shares
Hiromasa Nakai 9,000 shares Yoji Takaoka 4,000 shares
Soichi Matsuno 6,000 shares Hideaki Matsui 4,000 shares
Aishin Shinoda 6,000 shares
Applicable 17 Persons (78,000 stock shares)
Name Share Number Name Share Number
*Yoshito Kishi 9,000 shares *Koichi Katayama 4,000 shares
*Tatsuo Komaki 6,000 shares *Matsuo Ohara 4,000 shares
*Koichi Ogawa 5,000 shares *Jiro Hasegawa 4,000 shares
*Tadashi Nakai 5,000 shares *Kenji Toda 4,000 shares
*Ichiro Shinkai 5,000 shares Akiyoshi Uchiyama4,000 shares
*Yukio Akimoto 4,000 shares Yasuhiro Mita 4,000 shares
*Hiroshi Yamauchi 4,000 shares Makoto Shiina 4,000 shares
*Nobukatsu Hashimoto 4,000 shares Masao Jimbo 4,000 shares
*Mitsuhiro Ebata 4,000 shares
Notes: The 13 persons noted above by an( *) will resign as Board of Director Members and together with the remaining four (4) members (total 17) are expected to be appointed Corporate Officers at the Board of Directors' Meeting after the General Shareholders' Meeting on June 29, 2000.