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News Release

FOR IMMEDIATE RELEASE
June 24, 2003

Notice of Allotment of Stock Options

Listed Stock Name : Eisai Co., Ltd.
President and CEO : Mr. Haruo Naito
Code : 4 5 2 3
Listed Locations : First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
Inquiries: Mr. Hiroyuki Mitsui
Vice President
Public Relations, General Affairs,
Corporate Communications
Phone 81-3-3817-5085

Notice of Allotment of Stock Options


In accordance with Article 280, Sections 20 and 21, of the Commercial Code and a resolution by the General Meeting of Shareholders, the terms of stock options ("Shinkabu Yoyaku Ken") to be issued have been determined by the Board of Directors Meeting held on June 24, 2003 as outlined below.


1 . The name of the stock options

The second stock option of Eisai Co., Ltd.
2 . Type and number of shares to be used for stock options

210,000 ordinary shares of the Company

3 . Number of stock options

2,100 stock options.

In the event the total number of actual application comes short of the projected number of allotment stipulated above, the said total number of actual application shall be deemed the number of stock options in the aggregate.

The number of shares constituting one stock option (hereafter "number of shares") shall be 100 shares. However, in the event the Company carries out a stock split or reverse stock split, the number of shares will be adjusted according to the following formula. Amounts of less than one (1) share arising from this adjustment will be disregarded.

In addition, in the event of a certain occurrence, such as a merger or divestiture, which necessitates the Company to adjust the number of shares, the number of shares shall be adjusted rationally in consideration of the conditions of such an event, i.e. the merger or divestiture.
4 . Issuing price and issuance date of stock options

The stock options shall be issued gratis. The date of issuance shall be July 1, 2003.
5 . Amount to be paid for the exercise of stock options

The exercise price shall be determined on July 1, 2003.

The amount to be paid for the exercise of stock options will be the amount to be paid per share of stock issued or transferred as a result of the exercise of the stock option (hereafter "exercise price") multiplied by the number of shares per one stock option.

The exercise price will be the average closing price for the Company's ordinary shares on the Tokyo Stock Exchange of each day (excluding days on which no trades are concluded) of the month preceding the month during which the stock option is issued (with amounts of less than yen1 rounded up to the nearest yen). However, if this amount is less than the closing price on the issuance date (in the event no trades are concluded on that date, the immediately preceding day on which a trade is concluded), the closing price on the issue date shall be the exercise price.

6 . Adjustment of exercise price
  In the event the Company carries out a stock split or reverse stock split, the exercise price will be adjusted according to the following formula (with amounts of less than yen1 rounded up to the nearest yen).
 

However, in the event the Company issues new shares or disburses treasury stock shares at an amount less than the market price (excluding the conversion of convertible bonds as per the Commercial Code prior to the "Partial Revision of the Commercial Code" (2001 Law No. 128) (hereafter the "Previous Commercial Code") and the exercise of subscription rights for new shares as per Article 280-19 of the Previous Commercial Code), the exercise price shall be adjusted according to the following formula (with amounts of less than yen1 rounded up to the nearest yen).

In the above formula, "Number of previously issued shares" is the total number of shares issued by the Company excluding treasury stock shares held by the Company. In the event treasury stock shares are disbursed, "Number of new shares issued" and "Subscription price per share" shall be read as "Number of treasury stock shares disposed" and "Disposed price".
In addition, in the event of a certain occurrence such as a merger or spin-off which necessitates the Company to adjust the exercise price, the exercise price shall be adjusted rationally in consideration of the conditions of such an event.
7 . Exercise period for stock options

From July 1, 2003 until June 24, 2013
8 . Other conditions for the exercise of stock options

The partial exercise of stock options is not permitted.
9 . Cancellation of stock options

The Company may at any time acquire and cancel stock options that it acquires.
10 . Transfer restrictions on stock options

The transfer of stock options requires the approval of the Board of Directors.
11 . The total amount of ordinary shares to be issued or transferred by exercise of stock options.

The amount thereof shall be determined on July 1, 2003.
12 . The amount to be incorporated into capital out of the issuance amount in the event of issuance of ordinary shares by exercising stock options.

The amount thereof shall be determined on July 1, 2003.
13 . The number and breakdown of the counter party to be solicited for application.

To be allotted to 7 Company Board Members and 43 designated persons, totaling 50 persons.

(Note)

Date of resolution by the Board of Directors for proposing such agenda to the General Shareholders' Meeting: May 13, 2003

Date of resolution by the General Shareholders Meeting: June 24, 2003