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22.03.2007 – 16:57

Eisai Co. Ltd.

Eisai to Acquire Morphotek

Tokyo, Japan, Woodcliff Lake, New Jersey and Exton, Pennsylvania
(ots/PRNewswire)

- Eisai's Dramatic Leap Towards Biologic Therapeutics Evidenced by
the Acquisition
Eisai Co., Ltd. (Tokyo, "Eisai", President and CEO: Haruo Naito),
Eisai Corporation of North America (Woodcliff Lake, NJ, "ECA",
President: Hajime Shimizu) and Morphotek(R) Inc. (Exton, PA,
"Morphotek", CEO: Nicholas Nicolaides) today announce that ECA has
signed a definitive agreement to acquire Morphotek for US$325 million
after excess net cash.
Morphotek develops therapeutic monoclonal antibodies through the
use of proprietary human antibody technologies, including Human
MORPHODOMA(R) and LibradomaTM. The company is leveraging these
technologies to enrich its pipeline that already includes therapeutic
antibody leads for the treatment of cancer, rheumatoid arthritis, and
infectious disease. Two of its programs are currently in early stage
clinical trials for the treatment of ovarian cancer and pancreatic
cancer, respectively, with several others in preclinical development.
Eisai currently has an extensive global oncology research program
for discovering small molecule anti-cancer agents, and upon
completion of the acquisition, will expand its capabilities into the
biologic therapeutics field. With this unique and strategic antibody
technology acquisition, Eisai can meet a variety of medical needs of
cancer patients, through the development of therapeutic antibodies,
small-molecule anti-cancer drugs, and potential combinations of both.
Mr. Naito said, "I sincerely respect Dr. Nicolaides' innovative
and courageous endeavor in developing human monoclonal antibody
therapeutics. He has made a tremendous contribution to that effort.
By combining Morphotek's proprietary technologies and promising
therapeutic antibodies with Eisai's existing research programs and
infrastructure, we will be able to meet our goal of addressing the
unmet medical needs of patients, especially cancer patients, all
around the world. Morphotek's rich pipeline, unique and proprietary
antibody generation technology platform, and highly skilled
management and scientific team will become the core of our R&D
efforts in biologics."
Dr. Nicolaides said, "Eisai's substantial intellectual and
managerial resources will enable us to accelerate the development of
our current therapeutic antibody pipeline as well as develop a number
of additional clinical compounds to targets accessed from our broad
network of research collaborations and to those discovered by Eisai
researchers globally."
Dr. Ivor Royston, Chairman of Morphotek and Managing Partner of
Forward Ventures added, "This is an excellent opportunity for
Morphotek to join the Eisai organization and to further its founding
mission of becoming a global leader in the development of innovative
immunotherapies to treat serious diseases and to establish solutions
for the health and well-being of people worldwide."
Upon completion of the transaction, Morphotek will become part of
Eisai's growing global discovery and development research network,
which is comprised of research laboratories in Japan, Europe and the
U.S. The addition of Morphotek further extends Eisai's research
presence in the U.S., which includes the Eisai Research Institute of
Boston, Inc., a discovery operation based in Andover, Massachusetts,
Eisai Medical Research Inc., for clinical development, located in
Ridgefield Park, New Jersey, and RTP laboratory for formulation
research, North Carolina.
"Morphotek will enjoy its autonomy in Eisai's discovery network
but I will encourage close collaboration among all Eisai R&D member
companies. We very much look forward to welcoming Morphotek to the
Eisai family of companies," Mr. Naito concluded.
This planned expansion of Eisai's discovery, research and clinical
capabilities complements Eisai's establishment of its oncology sales
and marketing operations in the U.S. under ECA. Aided in part through
its recent acquisition of four oncology-related products from Ligand
Pharmaceuticals in October 2006, which included the retention of key
oncology personnel and expertise including a sales force, Eisai has
developed its commercial oncology infrastructure and is well
positioned to market new oncology products that originate from
Eisai's research and discovery efforts or through future acquisition,
co-promotion or in-licensing opportunities.
The Morphotek acquisition, which has been approved by the boards
of directors of ECA and Morphotek, is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and other customary
closing conditions. It is expected to close sometime during Eisai's
first fiscal quarter of 2007.
Mitsubishi UFJ Securities Co., Ltd. and Montgomery & Co. LLC are
acting as financial advisors and Sullivan & Cromwell LLP is acting as
legal counsel to Eisai in this transaction.
Lehman Brothers Inc. is acting as financial advisor and Cozen
O'Conner LLP is acting as legal counsel to Morphotek in this
transaction.
About Eisai Co., Ltd.
Eisai Co., Ltd. is a research-based human health care (hhc)
company that discovers, develops and markets products throughout the
world. Eisai focuses its efforts in three areas of therapeutic focus:
Integrative neuroscience including neurology and psychiatric
medicines; gastrointestinal disorders; and integrative oncology
including oncotherapy and supportive-care treatments. Through a
global network of research facilities, manufacturing sites and
marketing subsidiaries, Eisai actively participates in all aspects of
the worldwide health care system. Eisai employs more than 9,000
people worldwide and forecasts the group sales of Yen668 billion in
FY2006. More than 50% of the group sales is derived from overseas
business. For more information, visit www.eisai.co.jp.
About Eisai Corporation of North America
Eisai Corporation of North America is a wholly owned subsidiary of
Eisai Co., Ltd. and supports the activities of its operating
companies in North America. These operating companies include: Eisai
Research Institute of Boston, Inc., a discovery operation with strong
organic chemistry capabilities; Eisai Medical Research Inc., for
clinical development; Eisai Inc. for manufacturing and
marketing/sales functions; and Eisai Machinery U.S.A. for marketing
and maintenance of pharmaceutical manufacturing machinery.
About Morphotek
Morphotek(R), which was founded in 2000 and is located in Exton,
Pennsylvania, and employs 45 people; is a privately held
biopharmaceutical company which discovers and develops monoclonal
antibodies for oncology, inflammatory and infectious diseases through
the use of a proprietary human antibody technology called Human
MORPHODOMA(R). The company has assembled a strong pipeline of lead
products in the area of cancer, inflammation and infectious diseases.
Morphotek's most advanced programs are MORAb-003, in Phase I/II for
ovarian cancer, and MORAb-009, in Phase I for pancreatic cancer.
There are several programs in preclinical stage moving towards IND
filing. Its partners to date have included world-renowned research
laboratories and leading biopharmaceutical companies. For further
information, visit www.morphotek.com.
Notes to Editors
Major Technology Platform of Morphotek:
Fully-human monoclonal antibody generation and optimization (Human
MORPHODOMA(R), Libradoma(TM))
About Human MORPHODOMA(R)
Human MORPHODOMA(R) is able to generate fully human monoclonal
antibodies. Furthermore, through the application of its proprietary
technology and know-how, Morphotek is able to optimize the titer of
its cell-lines, effect class switching, and enhance antibody
affinity.
About Libradoma(TM)
The Libradoma(TM) technology process utilizes Human MORPHODOMA(R)
and other propriety technologies to generate libraries potentially
comprised of thousands of hybridomas that can be rapidly screened
using high-throughput robotics to identify hybridomas expressing
human antibodies with target affinity profiles.

Contact:

For further media information in Europe, please contact: Andrew Day,
Eisai Europe Ltd, +44-(0)208-600-1400 Andrew_Day@eisai.net or Eisai
Contact Information, Corporate Communications Department, Eisai Co.,
Ltd., +81-3-3817-5120, webmaster@eisai.co.jp, ECA Contact
Information, Cathy Pollini, Corporate Planning and Communications,
Eisai Inc., +1-201-746-2052, cathy_pollini@eisai.com, Morphotek
Contact Information, Nicholas Nicolaides, President & CEO, Morphotek
Inc., +1-610-423-6100, nicolaides@morphotek.com