Takeda to Acquire Envoy Therapeutics, Inc.

  Takeda to Acquire Envoy Therapeutics, Inc.

   Gains Innovative Research Platform-bacTRAP technology and Adds Novel CNS
                                   Programs

Business Wire

OSAKA, Japan & JUPITER, Fla. -- November 06, 2012

Takeda Pharmaceutical Company Limited (Takeda) and Envoy Therapeutics Inc.
(Envoy) jointly announced today that Takeda’s wholly-owned subsidiary, Takeda
America Holdings, Inc. and Envoy have entered into a definitive agreement for
Takeda America Holdings to acquire Envoy. Takeda expects that the transaction
will be finalized in the next few days. Under the agreement, Takeda America
Holdings will acquire 100% of the equity in Envoy for total consideration of
up to $140MM, which includes an up-front payment and progress-dependent,
preclinical milestone payments.

Envoy is a privately-held drug discovery company focused on finding new drugs
with superior efficacy and fewer side effects than existing treatments. The
company’s proprietary bacTRAP technology^® combines innovative genetic
engineering with molecular biology techniques for labeling and extracting the
protein-making components of specific types of cells. The technology is
especially powerful in the brain where many hundreds of cell types are
intermingled but is applicable to therapeutic areas beyond the central nervous
system (CNS). Takeda’s corporate venture arm, Takeda Ventures, Inc. (TVI),
participated in Envoy’s series A financing in October 2009, in accordance with
TVI’s mission to nurture external innovation and help Takeda build on its
heritage of innovative drug discovery.

The acquisition of Envoy provides Takeda with proprietary bacTRAP technology,
know-how, materials, datasets and analysis techniques enabling the
identification of novel targets expressed in disease-relevant cell
populations. In addition, Takeda gains access to Envoy’s pre-clinical CNS
assets including programs for Parkinson’s Disease and Cognitive Impairment
Associated with Schizophrenia (CIAS).

“Since our initial investment in 2009, it has been clear to us that Envoy’s
scientific excellence in combination with their vision for the utilization of
bacTRAP technology have great potential to create and explore truly innovative
targets across multiple therapeutic areas,” said Dr. Paul Chapman, General
Manager of Pharmaceutical Research Division at Takeda. “Together with Envoy,
we will continue our efforts to contribute to the health of patients worldwide
by delivering innovative drugs.”

“Takeda’s expertise in so many disease areas, coupled with its strong
commitment to innovation in drug discovery, will enable the widespread
application of Envoy’s bacTRAP technology,” said Mr. Brad Margus, Chief
Executive Officer and Director of  Envoy. “Our scientists are thrilled by the
opportunity to deploy bacTRAP’s unique capabilities across numerous new
therapeutic areas.”

Takeda plans to continue operating Envoy in Jupiter, Florida through March
2013, and thereafter intends to transfer the majority of the Envoy scientific
staff and management team to Takeda California in San Diego as a part of
Takeda Pharmaceuticals Research Division.

Acquisition Summary

(1) Acquiring company: Takeda America Holdings, Inc.

(2) Owners of Envoy: 5AM Ventures, Roche Venture Fund, Takeda Ventures, Inc,
the founders (Nathaniel Heintz, Ph.D, Paul Greengard, Ph.D, Brad Margus,
Jeffrey Friedman, M.D., Ph.D.)

(3) Payment: Cash

(4) Acquisition amount: Up to US$140MM, including up-front and contingent
payments

(5) Planned date of completion: November 2012

(6) Financial advisor to Takeda: Ernst & Young

(7) Legal advisor to Takeda: Cooley, LLC

(8) Financial advisor to Envoy: Grant Thornton, LLP

(9) Legal advisor to Envoy: Latham and Watkins, LLP

Profile of Envoy:

(1) Corporate Name: Envoy Therapeutics, Inc.

(2) Location of executive offices: Jupiter, Florida

(3) Representative: Brad Margus, CEO and Member of the Board of Directors

(4) Year of establishment: 2009

(5) Capital Stock: US $8 million

(6) Number of employees: 21

(7) Relationship with Takeda:

i. Takeda Venture, Inc. invested in Envoy’s series A financing in October
2009, holding approximately 12.5 % ownership.

ii. The research collaboration with Takeda was formed in October 2010 with the
subsequent schizophrenia-focused research started in November of the same
year.

The impact from this acquisition on Takeda’s fiscal 2012 consolidated
financial statements is limited, and Takeda does not find it necessary to
revise such forecasts at this point of time.

About Takeda Pharmaceutical Company Limited

Located in Osaka, Japan, Takeda is a research-based global company with its
main focus on pharmaceuticals. As the largest pharmaceutical company in Japan
and one of the global leaders of the industry, Takeda is committed to strive
towards better health for patients worldwide through leading innovation in
medicine. Additional information about Takeda is available through its
corporate website, www.takeda.com.

About Envoy

Envoy’s mission is to discover new drugs with superior efficacy and fewer side
effects than existing treatments. The company’s bacTRAP^® technology enables
the identification of proteins in vivo that are produced by specific cell
types. The technology is especially powerful in tissues of the brain, where
many hundreds of cell types are intermingled. Because therapeutically
modulating the activity of a specific cell type in certain tissues has until
recently been limited, Envoy’s platform technology opens the window to new
frontiers in drug discovery. Additional information about Envoy is available
through its corporate website, www.envoytherapeutics.com.

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Contact:

Takeda Pharmaceutical Company Limited
Tel: 81-3-3278-2037
or
Envoy Therapeutics, Inc.
Robert Middlebrook, CFO, 561-210-7705
 
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