Notice Concerning the Split-off of Management Function of the R&D Division and Other Relevant Function of Eisai Co., Ltd.
the R&D Division and Other Relevant Function of Eisai Co., Ltd.
Eisai Co., Ltd. (Headquarters: Tokyo, President & CEO: Haruo Naito) reached a resolution to split-off the management functions of the R&D Division and other relevant function into Eisai R&D Management Co., Ltd., a newly established wholly-owned subsidiary of Eisai Co., Ltd., as of April 1, 2006 (hereinafter referred to as the “Separation”) at the Executive Committee held on February 24, 2006. Details are noted below.
1. Purpose of the Separation
Eisai believes that the ideal condition to create innovation from research on new drugs will be realized by supporting small teams led by excellent leaders. As a result, the most important issue for the management of the R&D Division lies in empowering each project team to execute their project with prioritized resources provided by consistent management across R&D. The purpose of the split-off of the management of the R&D Division and other relevant function at this time is to support the activities of the team structure and create and develop new drugs efficiently. Eisai will establish a system in which the R&D management as a team will manage project through support of the International Project Team (IPT) for each theme to optimize the allocation of financial resources and manpower. Important decisions at the new company will be made by executives in charge of all R&D functions as well as marketing and safety in order to further improve the productivity and efficiency of the R&D activities.
Main operations at the new company include:
2. Overview of the Separation
(1)Schedule of the Separation
Date of the Executive Committee for approval of the Separation plan: February 24, 2006
Date of the Separation: April 1, 2006 (planned)
Date of registration of the Separation to the Legal Affairs Bureau: April 3, 2006 (planned)
Note: In accordance with the provisions of the Commercial Code Article 374-6 (simple incorporation-type separation), the company making the Separation is not required to obtain consent at the general shareholders' meeting.
(2)Method of the Separation
1.Method of the Separation
Eisai Co., Ltd. is defined as the company making the Separation; “Eisai R&D Management Co., Ltd.” is a newly incorporated subsidiary by the Separation. (“Kan-i Bunkatsu”)
2.Reason for Adoption of the Above Method
Eisai aims to further improve the productivity and efficiency of the global R&D activities by conducting the separation of R&D management function and other relevant function. For this purpose, Eisai decided to adopt the “Bunsha Gata Shinsetsu Bunkatsu” under which a newly incorporated subsidiary will succeed such business, while all shares issued by such subsidiary will be allotted to Eisai on the split-off of the management of the R&D Division.
(3)Allotment of Shares
All of 200 common stocks issued by the new company will be allotted to Eisai.
(4)Provision of Subsidy
No subsidy will be paid.
(5)Rights and Obligations Succeeded by the New Company
The new company will succeed assets (cash equivalents and intangible assets) in connection with the management functions of the R&D Division and management functions of intellectual properties excluding some products, and the associated rights and liabilities of Eisai. It should be noted that the employees of Eisai who are mainly engaged in the functions as of the date of the Separation will be temporarily transferred to the new company.
(6)Prospect on Fulfillment of Liabilities
As for obligations and liabilities, Eisai believes that no issue will be expected regarding the fulfillment of liabilities which Eisai and the new company should be charged with after the Separation. As for obligations and liabilities which will be transferred to the new company for assumption after the Separation, Eisai will jointly assume obligations and liabilities in accordance with the Separation plan.
(7)Directors and Officers of the New Company
The newly appointed members of the Directors, Statutory Auditors and Executive Officers are as follows:
<Directors and Auditor>
3. Profile of the Parties Involved in the Separation
(16) Business Results over the Last 3 Settlement Terms of Eisai Co., Ltd.
4. Details of the Functions to be Separated
Development and progress management of a plan on R&D activities of pharmaceutical products
Enforcement of licensing, trade, operation and maintenance of intellectual property rights
(2) The items and amounts of property for transfer and liabilities (as of September 30, 2005)
5. Condition of the Company after the Separation
There will be no change to the corporate name, nature of business, location of headquarters, capital or settlement terms of the company after the Separation. The Separation will have negligible effects on the company's consolidated performance. The company is predicted to incur no reduction in gross assets as a result of the Separation.