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News Release

FOR IMMEDIATE RELEASE
May 14, 2002

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

  Listed Stock Name: Eisai Co., Ltd.
  Head Office Location: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
  President & CEO: Mr. Haruo Naito
  Code: 4523
  Listed Locations: First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
  Inquiries: Mr. Nobuo Deguchi
Corporate Officer (Vice President)
Public Relations & Legal Affairs
Phone 81-3-3817-5190

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

The Board of Directors of Eisai Co., Ltd. (hereinafter referred to as "Company") resolved at a meeting on May 14, 2002 to propose at the 90th Ordinary General Meeting of Shareholders to be held on June 27, 2002 the issuance of subscription rights as stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code.

1 . Reason for issuing subscription rights under specifically advantageous terms to parties other than shareholders

The subscription rights shall be issued free of charge to the Company's directors and other applicable persons as stock options in order to raise their morale and enhance motivation to promote the Company's corporate value.
2 . Terms for Issuing Subscription Rights

(1) Types and Numbers of Shares to be Issued by the Exercise of Subscription Rights

Up to 190,000 common shares in the Company

(2) Number of Subscription Rights

Up to 190,000 subscription rights

The number of shares (hereinafter referred to as "Number of Granted Shares") to be issued by the exercise of each share option shall be 100 shares. In the event that the Company's common shares are split or consolidated, the Number of Granted Shares shall be adjusted by the following formula, and any amount less than one yen resulting from such adjustment shall be rounded down.
   


(3) Subscription Rights Issuing Price

The subscription rights shall be issued free of charge.

(4) Amount Paid in upon the Exercise of Subscription Rights

The amounts paid in upon the exercise of the subscription rights shall be equal to the amount paid in (hereinafter referred to as "Exercise Price") per share issued or transferred by the exercise of the respective subscription rights multiplied by the Number of Granted Shares.

The Exercise Price shall be equal to the greater of (a) the average closing price of the Company's common shares traded in regular transactions at the Tokyo Stock Exchange on the respective days in the previous month (excluding the days on which no transactions were performed), or (b) the closing price of the subscription rights issuing date (or the most recent closing price if there is no transaction on the subscription rights issuing date).

Furthermore, in the event that the Company's common shares are split or consolidated, the Exercise Price shall be adjusted according to the following formula, and any amount less than 1 yen resulting from such adjustment shall be rounded down.

Furthermore, regarding the Company's common shares, if the Company is to issue new shares or dispose of its treasury shares at an amount lower than the market price the Exercise Price shall be adjusted according to the following formula and any amount less than 1 yen resulting from such adjustment shall be rounded down. Provided, however, that the foregoing shall not apply to the exercise of subscription rights, the conversion of convertible bonds pursuant to the Commercial Code before the enforcement of the Law concerning Partial Amendment to the Commercial Code (Law No. 128/2002), and the exercise of warrants pursuant to Article 280-19 of said law.

In the above formula, "Number of Previously Issued Shares" mean the number of the Company's issued and outstanding shares less the number of the Company's treasury shares. If the treasury shares are to be disposed of, the "Number of Newly Issued Shares" shall be read as the "Number of Treasury Shares Disposed."

Moreover, if the Exercise Price must be adjusted due to inevitable reasons, such as a merger or the split-up of the Company, the Exercise Price shall be adjusted within a reasonable extent, taking into consideration the terms of such merger or split-up.

(5) Period for Exercising the Subscription Rights

From July 1, 2002 to June 27, 2012

(6) Other Terms for Exercising Subscription Rights

Subscription rights may not be exercised in part.

(7) Redemption of Subscription Rights

The Company may at any time redeem free of charge the subscription rights held by the Company.

(8) Restrictions on Assignment of Subscription Rights

Assignment of subscription rights must be approved by the Board of Directors.
3 . Terms for Allotment of Subscription Rights

Upon the allocation of the subscription rights, those who are allotted the subscription rights shall enter into the "Share Option Agreement" which sets forth the following terms which are deemed reasonable by the Board of Directors for the purpose of the issuance of the subscription rights.

(1) A party who is allotted the subscription rights may exercise the subscription rights also when he/she is no longer the Company's director or employee. In the event that a party who is allotted the subscription rights passes away, his/her heir may exercise the Share Option. In both of these cases, the subscription rights shall be exercised in accordance with the Stock Option Agreement.

(2) The parties who are allotted the subscription rights may not assign or pledge to any third party, or otherwise dispose of the subscription rights.

(3) The Share Option Agreement shall set forth other restrictions on the exercise of the subscription rights.