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News Release

FOR IMMEDIATE RELEASE
June 24, 2004

Notice on Allotment of Stock Options (Stock Acquisition Rights)


Listed Stock Name: Eisai Co., Ltd.
President & CEO: Mr. Haruo Naito
Headquarters: 4-6-10 Koishikawa, Bunkyo-ku, Tokyo
Securities Code: 4523
Listed Locations: First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
Inquiries: Mr. Hiroyuki Mitsui
Vice President
Corporate Communications
Phone: +81-3-3817-5085


Notice on Allotment of Stock Options (Stock Acquisition Rights)

The Board of Directors of Eisai Co., Ltd. (hereinafter referred to as "Company") resolved at a meeting on June 24, 2004 the issuance of Stock Acquisition Rights ("Shinkabu Yoyaku Ken" under the Japanese Commercial Code), pursuant to the Articles 280-20, 280-21 of the Japanese Commercial Code and under the resolution by the Ordinary General Meeting of Shareholders. The details are as follows:

1. Name of Stock Acquisition Rights

The third Stock Acquisition Rights of Eisai Co., Ltd.

2. Type and Number of Shares to be Issued by the Exercise of Stock Acquisition Rights

238,000 common shares in the Company

3. Total Number of Stock Acquisition Rights

2,380 Stock Acquisition Rights

In the event that total number of exercised rights will not reach to the number of planned Stock Acquisition Rights, the number of exercised rights shall be the total number of the Stock Acquisition Rights.
It should be noted that 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.


In addition, in the event of a certain occurrence such as merger or spin-off ("Kaisha Bunkatsu" under the Commercial Code) which necessitates the Company to adjust Number of Granted Shares, Number of Granted Shares shall be adjusted rationally in consideration of the conditions, etc., of such an event.

4. Stock Acquisition Rights Issuing Price and Date

The Stock Acquisition Rights shall be issued without charge on July 1, 2004.

5. Amount Paid in upon the Exercise of Stock Acquisition Rights

The exercise price shall be determined on July 1, 2004.
The amounts paid in upon the exercise of the Stock Acquisition 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 Stock Acquisition Rights multiplied by the Number of Granted Shares.

The Exercise Price shall be equal to the average of each day's closing price of the Company's common shares traded in regular transactions at the Tokyo Stock Exchange (any amount less than 1 yen shall be rounded up) in the previous month of the issuing date (excluding the days on which no transactions were performed), provided that in the event that such amount is less than the closing price of the Stock Acquisition Rights issuing date (or the most recent closing price if there is no transaction on the Stock Acquisition Rights issuing date), the Exercise Price shall be the closing price of the Issuing Date.

6. Adjustment of the Exercise Price

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 up.


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 up. (Provided, however, that the foregoing shall not apply to the exercise of Stock Acquisition 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. 128/2001), or the exercise of warrants pursuant to Article 280-19 of said law.)


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 ("Kaisha Bunkatsu") which necessitates the Company to adjust the Exercise Price, the Exercise Price shall be adjusted rationally in consideration of the conditions, etc., of such an event.

7. Exercise Period for Stock Options

From July 1, 2004 until June 24, 2014.

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. Total Amount of Common Shares to be Issued or Transferred by Exercise of Stock Options

The amount thereof shall be determined on July 1, 2004.

12. Amount to be Incorporated into Capital out of the Issuance Amount in the event of Issuance of Common Shares by Exercising Stock Options.

The amount thereof shall be determined on July 1, 2004.

13. Number and Breakdown of those eligible for Stock Acquisition Rights.

To 11 Board Members, 18 Executive Officers, and 27 designated persons, for a total of 59 persons.

(Note)
1. Date of resolution by the Board of Directors for proposing such agenda to the General Shareholders' Meeting : May 11, 2004
2. Date of resolution by the General Shareholders' Meeting : June 24, 2004