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Annual Review 2011 Year ended March 31, 2011 Profile Mochida Pharmaceutical Co., Ltd. responds to the widespread requirements of medical care by putting into practice its motto of “Foresighted, innovative research.” With the advent in Japan of the aging society and a stronger emphasis on the quality of life (QOL) and a continued focus on health, expectations regarding medical care are growing daily. We aim to do as much as one company can to contribute to the world of medical care. At Mochida Pharmaceutical, we embrace that objective as our mission, and are engaging proactively in the far-reaching areas that constitute medical care. Corporate Philosophy Throughout the Company’s history, it has stressed the importance of foresighted creativity to develop unique products and technologies for the medical and pharmaceutical world, thereby contributing to the improvement of human health. Contents 1 Consolidated Financial Highlights 2 Message f rom the President 4 The Year in R eview 6 Business Activities 8 Research & Development 1 0 Production 1 2 Licensing A ctivities 1 4 Pharmaceuticals 1 8 Skin C are P roducts 2 0 Nutraceuticals 2 1 Main Product L isting 2 2 Highlights o f O ur G rowth 2 4 Corporate Governance 2 6 Six-Year Summ ary 2 7 Consolidated Statements o f I ncome ( Unaud i t e d ) 2 8 Consolidated Balance S heets (Unaudited) 3 0 Consolidated Statements o f C hanges i n N e t As s e t s ( U n a u d i t e d ) 3 1 Consolidated Statements o f C ash Flows ( U n a u d i t e d ) 3 2 Management 3 3 Corporate Data Cover: The stained-glass window expresses a prayer for health and depicts St. Luke, the patron saint of the medical profession, administering medicine to people who are suffering. This window is on the first floor of our Nagoya Office. Consolidated Financial Highlights Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries Years ended March 31 Thousands of U.S. Dollars Millions of Yen 2010 2011 ¥ 78,549 $ 954,181 2011 Net sales ¥ 79,340 Operating income 11,509 13,949 138,414 Income before income taxes and minority interests 8,155 15,783 98,080 Income taxes 2,821*1 5,913*2 33,933 Net income 5,333 9,869 64,147 Total assets 108,577 106,845 1,305,799 11,642 9,589 140,019 R&D expenditures Capital expenditures 1,757 1,977 23,782 Yen Net income per share U.S. Dollars ¥ 48.4 ¥ 86.9 $ 0.58 22.0 25.0 0.26 Cash dividends per share *1: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥4,284 million), an income tax adjustment (-¥1,462 million) is included. *2: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,506 million), an income tax adjustment (+¥407 million) is included. Note: Unless otherwise indicated, all dollar figures herein refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥83.15=$1.00, the approximate exchange rate on March 31, 2011. Net Sales Net Income (Millions of Yen) 90,000 75,000 Net Income per Share (Millions of Yen) (Yen) 9,869 10,000 74,066 74,573 75,181 78,549 79,340 8,387 100 86.9 8,754 80 8,000 60,000 6,000 69.8 6,030 5,333 60 48.9 45,000 4,000 40 2,000 20 30,000 15,000 0 2007 2008 2009 2010 2011 0 2007 2008 2009 2010 2011 75.3 0 2007 48.4 2008 2009 2010 2011 Mochida Pharmaceutical Group 1 Message from the President The pharmaceutical industry’s operating environment remains harsh, due mainly to the continued advance of various measures to restrain pharmaceutical costs and intensified competition among domestic and overseas companies. In addition, Japan’s National Health Insurance (NHI) revised drug prices in April 2010 and introduced a new drug pricing system on a trial basis, thereby further spurring changes in the operating environment. Further, Japan’s economic conditions were suddenly changed by the Great East Japan Earthquake of March 11, 2011, and the pharmaceutical industry was severely affected. To achieve steady growth while responding to such changes in the operating environment, the Mochida Pharmaceutical Group placed priority on establishing competitive businesses and business fields, emphasizing partnerships, and thoroughly reviewing its resources, developing each business under the basic policy of emphasizing profit and continued investment for the future. As a result, for the fiscal year ended March 31, 2011, we succeeded in boosting net sales to ¥79,340 million, up 1.0% in comparison with the previous year. Operating income fell 17.5%, to ¥11,509 million, and recurring income was down 19.5%, to ¥12,017 million. Net income declined 46.0%, to ¥5,333 million , mostly because of the impact of the earthquake. Business Overview for the Fiscal Year under Review Pharmaceutical business segment sales rose at parent company Mochida Pharmaceutical Co., Ltd. on the growth of Dinagest, an oral progestin for the treatment of endometriosis, and increased sales of generics, despite the impact from large drug price reductions on our main products. The recognition of our leading drug Epadel, a treatment for hyperlipidemia and arteriosclerosis obliterans, is rising more and more following its inclusion in treatment guidelines based on the analytical results of the Japan EPA Lipid Intervention Study (JELIS) large-scale clinical trial. We are now moving forward with continued efforts to further increase the product value of Epadel. These include the launch of clinical trials to gain an additional indication, and the submission of applications to make an Epadel-based formulation available as a switch-OTC (over-the-counter) drug to meet self-medication demand. Sales of Dinagest are expected to grow further because the drug is being well received by medical professionals, and gaining support from patients as well. In research and development, applications were filed for approval to use the condyloma acuminatum therapeutic agent Beselna for the additional indication of actinic keratosis. We also initiated early Phase II trials to confirm the effectiveness of Dinagest for the additional indication of uterine adenomyosis. Other drugs are also steadily advancing through the development pipeline. We are taking on the challenge of developing drugs in new fields, such as cellular-based drugs and therapeutic agents for intractable diseases, while responding to biosimilars (follow-on biologics). We received manufacturing and sales approval for the antidepressant Lexapro® (escitalopram), which is expected to become a major new drug, in April 2011, and are working to launch sales within 2011. Our subsidiary Mochida Pharmaceutical Plant Co., Ltd. (MPP) is advancing highly reliable and efficient contract manufacturing of drugs using cutting-edge technologies and state-of-the-art manufacturing facilities that comply with global standards to meet diverse customer needs. Our subsidiary Mochida Healthcare Co., Ltd. (MHC) posted solid sales with contributions from new products, despite the stagnant skin care market. MHC will continue to strengthen its ties with 2 Mochida Pharmaceutical Group dermatologists, provide high-function skin care products based on dermatology, establish brands, and further develop the skin care market. Medium-Term Management Plan for Fiscal Years 2010 through 2012 The Mochida Pharmaceutical Group has drawn up a medium-term management plan covering the period from the fiscal years 2010 through 2012. Targets for FY2012 are net sales of ¥89,000 million, operating income of ¥13,500 million, and R&D expenditures of ¥11,500 million. In order to respond to more difficult changes in the business environment and to ensure continued profitable growth during the coming three years, starting in FY2010, we will continue to work hard to promote further structural reform in areas including the improvement of head office functions and the efficient management of the organization under the fundamental policy and aim to further boost productivity through stronger cooperation and bonds among Group departments. Targeting, in the long term, specialty pharmaceuticals that will be recognized for the value of their existence on a global scale, we are pursuing investment in business activities that will lead to future competitiveness. Furthermore, our core pharmaceutical business will focus its resources on the four major areas of cardiovascular medicine, obstetrics and gynecology, dermatology, and emergency medicine so as to further promote strategic alliances which stress the importance of lifecycle management and partnerships. Furthermore, we will develop high-value-added products which meet the needs of medical professionals as well as our customers by introducing and utilizing external technologies and technological seeds from outside sources. We will also challenge new medical fields such as the development of therapeutic drugs for intractable diseases and cellular pharmaceuticals and will embrace a commitment to biosimilars as well as generic drugs. As a leader in the manufacture of ethyl icosapentate (EPA-E) preparations, we will work toward having an Epadel-based drug offered as an OTC drug. To Our Shareholders and Investors The Mochida Pharmaceutical Group fulfills its social mission as a pharmaceutical company by creating and supplying high-value-added products that meet customer needs based on its corporate philosophy “Throughout the Company's history, it has stressed the importance of foresighted creativity to develop unique products and technologies for the medical and pharmaceutical world, thereby contributing to the improvement of human health” and we conduct our corporate activities with high ethical standards. We are working to become a specialty pharmaceutical company whose presence is recognized worldwide, and to boost corporate value over the long term. We thank our shareholders and other stakeholders for your continuing support. July 2011 Naoyuki Mochida President Mochida Pharmaceutical Group 3 T h e Ye a r i n R e v i e w Overview of Performance The Mochida Pharmaceutical Group (Mochida Pharmaceutical Co., Ltd. and its consolidated subsidiaries) has been directing its efforts toward business reforms across all areas of management. This entails improving the Group’s management system, achieving an appropriate level of staffing, and increasing productivity throughout the Company. In the pharmaceutical business, the Group has focused its resources on four major areas: cardiovascular medicine, obstetrics and gynecology, dermatology, and emergency medicine. With the aim of establishing itself as a specialty pharmaceutical company, the Group undertook an aggressive campaign to disseminate academic information concerning mainstay and other products. The Great East Japan Earthquake of March 11, 2011, struck the Head Office Plant of our consolidated subsidiary Mochida Pharmaceutical Plant Co., Ltd. (Otawara, Tochigi Prefecture) and caused major damages to production machinery and drug manufacturing building facilities. Subsequent recovery works proceeded smoothly, though, and operations have resumed. In the skin care business, the Group conducted business activities as an expert in basic skin care products for sensitive skin, and worked to further cultivate the market by stepping up its marketing activities. As a result of these efforts, in the fiscal year ended March 31, 2011, the Mochida Pharmaceutical Group realized consolidated net sales of ¥79,340 million, an increase of 1.0% from the previous year. Individual Business Segments In the pharmaceutical business segment, sales increased 0.8% year on year, to ¥75,642 million. While sales of our major products Epadel, a treatment for hyperlipidemia and arteriosclerosis obliterans, and Atelec®, a long-acting calcium channel blocker antihypertensive agent, declined as a result of NHI drug price revisions, sales of Dinagest, an oral progestin for the treatment of endometriosis, steadily increased, and sales of generics also rose. In the skin care business segment, sales rose 4.9%, to ¥3,697 million, despite the sluggish market, with increased sales of the Collage Furfur series of antifungal hair care and body care products. 4 Mochida Pharmaceutical Group Profit and Loss Operating income dropped 17.5%, to ¥11,509 million, mostly because gross profits on sales declined from NHI drug price revisions while R&D expenses increased. Recurring income fell 19.5%, to ¥12,017 million. Net income dropped 46.0%, to ¥5,333 million, mostly because of the extraordinary losses posted from damages as a result of the Great East Japan Earthquake. Research & Development The Pharmaceutical Research Center continued to focus its efforts on two fields—chronic pain, and diabetes and obesity—as it pursued the discovery and development of new and original therapeutic drugs for the global market. The center works to improve the efficiency of research by conducting joint research with Japanese and foreign organizations. The center is also actively working toward the introduction of an antibody drug for the treatment of sepsis, a pain medication, and an antidiabetic drug. In clinical development, applications were filed for approval to use the condyloma acuminatum therapeutic agent Beselna for the additional indication of actinic keratosis. We also initiated early Phase II trials to confirm the effectiveness of Dinagest for the additional indication of uterine adenomyosis. Activities for other drugs advancing steadily through the development pipeline included Phase III clinical trials for MD-0901, an agent to treat ulcerative colitis;Phase II/III clinical trials for MD-0701, a treatment for pulmonary arterial hypertension; Phase II/III clinical trials on the biosimilar Granulocyte Colony Stimulating Factor (G-CSF) FSK0808; Phase II clinical trials (in the United States) on Epadel as a treatment for non-alcoholic steatohepatitis; and Phase I/II clinical trials for JR-031, a cellular-based drug using human mesenchymal stem cells to treat graft versus host disease (GVHD). Applications were also filed for the manufacture and sale of an Epadel-based formulation as a switch-OTC drug. We received manufacturing and sales approval for the antidepressant Lexapro® (escitalopram) in April 2011. We initiated joint Phase III clinical trials for the hypertension medication AJH801 (a combination of cilnidipine and valsartan) together with Ajinomoto Pharmaceuticals Co., Ltd. in May 2011. During the fiscal year under review, consolidated R&D expenditures totaled ¥11,642 million. Pharmaceutical Research Center Mochida Pharmaceutical Group 5 Business Activities Aiming to Become a Comprehensive Healthcare Company As the focus of attention turns increasingly toward QOL and the aging society, health-related issues have moved to center stage in many people’s lives. As both a healthcare provider and conscientious corporate group, Mochida Pharmaceutical’s mission is to make a lasting contribution to the world of medical care. Thus, the Group is taking the initiative in providing innovative medical care over a wide range of fields. Through its activities as a key player in ethical drugs and diagnosis reagents, the Group has been able to develop an extensive and varied product line. Principal business activities include pharmaceuticals and diagnostic reagents, skin care products, and nutraceuticals. We endeavor to provide beneficial products that embody the Company’s approach of research based on innovation and vision. 6 Mochida Pharmaceutical Group •Pharmaceuticals Mochida Pharmaceutical Co., Ltd. Mochida Pharmaceutical Co., Ltd. has devoted unstinting effort to developing and marketing a broad spectrum of innovative new drugs. The Company’s line of proprietary products began with the development of an agent for ophthalmologic disorders and grew to encompass hormones, enzymes, and immunological products. Major successes include development of Japan’s first topical antiviral agent, Arasena-A; one of the world’s first human-derived enzyme inhibitors, Miraclid; and natural interferon preparations in the field of biotechnology. In the area of diagnostic reagents, the Company developed Japan’s first pregnancy test kit, Gonavis, and reagents based on monoclonal antibodies for use in the diagnosis of cancer. One of the main objectives of the Company is to make solid contributions to business performance through marketing efforts for its drugs, including the sector’s leading drug for hyperlipidemia (Epadel). One main focus for the future will be on treatment and medical care for cardiovascular diseases, including hyperlipidemia. As a result, we expect to achieve steady growth. Mochida Pharmaceutical Plant Co., Ltd. Mochida Pharmaceutical Plant Co., Ltd. (MPP) is engaged in contracted manufacturing of pharmaceutical products. The Head Office Plant manufactures injectable, solid (oral), and topical medicines. Due to their complex nature, injectable solutions are manufactured using the latest technology under FDA (U.S. Food and Drug Administration) and EMA (European Medicines Agency) quality control standards. •Skin Care Products Mochida Healthcare Co., Ltd. Mochida Healthcare Co., Ltd. (MHC) is able to draw on its extensive experience in the development of pharmaceuticals to create skin care products for the general public, and these are supplied through pharmacies and drugstores. The quality and reliability of the firm’s skin care products are widely recognized by physicians and pharmacists, as well as consumers. Our skin care products business is currently expanding product lines to meet growing demand for products in this field. Efforts are also focusing on increasing awareness of the Collage and Skina brands. Strengthening Business Foundations through Partnerships The companies of the Mochida Pharmaceutical Group are doing everything possible to achieve the Group’s aim of making significant contributions to the improvement of human health and welfare as a comprehensive healthcare corporate group. While working to strengthen the foundations for the sustainable growth of each business, we also emphasize the importance of partnerships with other companies to effectively complement and reinforce our businesses. Mochida Pharmaceutical Plant Co., Ltd. Head Office Plant Mochida Pharmaceutical Group 7 Research & Development Developing Innovative New Medicines for Tomorrow Mochida Pharmaceutical’s principal aim is to contribute to the health of the community by bringing innovative new drugs to market. The motivating force behind all Company endeavors begins with the initial quest for useful pharmaceuticals and continues through the often-lengthy R&D phase right up to the actual market launch of the product. Mochida Pharmaceutical applies to all R&D projects its unique resources, comprised of a broad spectrum of technical and developmental expertise cultivated over the years and an approach based on insight and originality. Work starts with an initial stage of probative studies and research. For successful products, the process culminates with clinical development and marketing. As of May 13, 2011 Code MTD-39 Name imiquimod Indications Actinic keratosis Formulation Topical Stage Submitted MD-0901 mesalazine Ulcerative colitis Oral Phase III AJH801 Hypertension Oral Phase III Injection Phase II/III FSK0808 G-CSF Pulmonary arterial hypertension Neutropenia Injection Phase II/III MND-21 ethyl icosapentate Non-alcoholic steatohepatitis Oral MR-20V ulinastatin MJR-35 dienogest Threatened Premature Delivery Uterine adenomyosis JR-031 Human Mesenchymal GVHD Stem Cells cilnidipine/valsartan combination MD-0701 treprostinil 8 Mochida Pharmaceutical Group Phase II Vaginal suppository Phase II Oral Injection Remarks Licensed-in from iNova Pharmaceuticals (Australia) Licensed-in from Shire Pharmaceuticals Group (UK) Co-development with Ajinomoto Pharmaceuticals Originator: United Therapeutics (USA) Biosimilar (Follow-on biologics) Co-development with Fuji Pharma Suspended Early Phase II Licensed-in from Jenapharm (Bayer Pharma AG) Phase I/II Cellular-based Drug Co-development with JCR Rapid Development of New Medicines Used Worldwide With its extensive technical resources and expertise, Mochida Pharmaceutical has established itself as a leader in developing pharmaceuticals utilizing natural bioactive substances, with successes in the development of Thrombin, Uronase, Miraclid, IFN Mochida, Epadel, and other products. To enable more rapid development of medicines for use throughout the world, we are currently focusing on research efforts in the fields of diabetes, obesity, and chronic pain, utilizing the latest in computer and high-throughput screening techniques. Overeating and sedentary lifestyles in developed countries have resulted in an accelerating increase in the number of people suffering from metabolic syndrome and diabetes. Given that these symptoms can ultimately lead to atherosclerotic disease, providing prevention and treatment methods for obesity and diabetes is an important mission for a healthcare company. Mochida is creating candidate substances for diabetes medicine, and introducing them worldwide. Worldwide, 75−80 million people suffer from chronic pain; many of them reported that pain had deleterious effects on their mental health, employment status, sleep, and personal relationships. The impact of pain on patient QOL and the unmet needs in pain management were fully recognized by physicians and healthcare companies. With an aging population and the simultaneous rise in the conditions that lead to chronic pain, along with the need for better efficacy and safety profiles, new therapeutics need to be developed. Mochida Pharmaceutical is also conducting Phase I clinical trials on an oral transient receptor potential vanilloid sub type 1 (TRPV1) receptor antagonist invented by Mochida Pharmaceutical as a potential treatment for pain. Extensive Links with Outside Research Organizations We are introducing and utilizing new technologies to provide effective medicines for patients as quickly as we can. Mochida Pharmaceutical has achieved many tangible results, not only in its in-house research but also through joint research frameworks with external research organizations. These include joint research with the Osaka Bioscience Institute on apoptosis (programmed physiological cell death needed to remove unnecessary cells within the body). The research effort bore fruit in patents on a Fas/Fas Ligand system, and Mochida Pharmaceutical is now licensing the patents to a number of pharmaceutical companies. Such joint research with and connection to other research organizations is seen as critical in increasing the pace at which medicines are created. As a member of the Pharmaceutical Consortium for Protein Structure Analysis, Mochida Pharmaceutical has since 2002 utilized “SPring-8,” a large-scale synchrotron radiation facility that operates at the world’s highest level of performance, to analyze the three-dimensional structure of target molecules and data on the bonding of therapeutic agents and their target. In addition, we are working to lay the foundation for boosting the probability of successful drug discovery, primarily by improving the environment for the usage of advanced research facilities in cooperation with academia through the Consortium. Epadel: The Outcome of Foresighted, Innovative Research A drug that epitomizes the unique and innovative strengths of Mochida Pharmaceutical’s R&D capabilities is Epadel, a drug for hyperlipidemia and arteriosclerosis obliterans. Epadel is the world’s first high-purity ethyl icosapentate (EPA-E). Working in cooperation with Nippon Suisan, Mochida Pharmaceutical made a historical breakthrough by turning purified EPA-E into a pharmaceutical. A global epidemiological study on the relationship between diet and disease has found that people who consume EPA as part of their diet are much less likely to suffer from such diseases as high blood pressure and arteriosclerosis-induced myocardial infarction than those who do not consume EPA. Mochida Pharmaceutical Group 9 Production Unrivaled Commitment to Quality A company operating in the pharmaceutical field must have advanced technological capabilities, not just in R&D but in the manufacturing process as well. While coordinating personnel, facilities, and technology of a high level, Mochida Pharmaceutical Plant Co., Ltd. (MPP) ensures hierarchical control over manufacturing and quality, from individual processes to the overall procedures. This is intrinsic to a quality assurance system designed to ensure that only products of outstanding quality leave the company. MPP takes a proactive approach to achieving superior quality in all aspects of operations. It is an approach that demonstrates the company’s indomitable spirit of originality and research based on a strong vision of the future. 10 Mochida Pharmaceutical Group State-of-the-Art Manufacturing and Quality Control In addition to efficacy and safety, high quality is essential to pharmaceutical products, which directly impact life and health. MPP ensures strict adherence to the quality standards on which marketing approval is based. It is by observing Good Manufacturing Practice (GMP) that the Company’s pharmaceutical manufacturing unit has achieved high levels in both manufacturing and quality control. MPP’s basic approach and a prerequisite for all manufacturing is to introduce products of superior quality to the market. While ensuring that each employee operates within the scope of these rules, MPP still maintains it own unique approach and continues to find new ways to achieve better quality. Utilizing the Latest Advances in “Hardware” and Technology The Head Office Plant (Otawara) manufactures injectable, solid (oral), and topical medicines. Conforming to FDA and EMA quality control standards, all phases of production at the Injectable Medicines building, from receipt of raw materials to the shipping of final products, are managed with computer systems. MPP utilizes this exacting production system in the manufacture of enzyme, protein, and biological products and other injectable drugs, processes which require the highest levels of technology. MPP’s flexible production system further enhances stability in production to cover the variable order sizes in contract manufacturing, including orders for oral and topical medicines. We are also actively working to improve packaging technology to prevent misuse of drugs and increase conformity with universal design. Extensive Experience in the Development and Manufacture of New Medicines As a manufacturer working in the development of new medicines, MPP has vast experience in scaling up manufacturing of products, both those developed in-house as well as through technology transfer, and has the ability to consult on matters such as industrialization and large-scale production. In addition, MPP can assist clients investigating any stage of production, from development to contract manufacturing, applying the Company’s experience in research, development, and pharmaceutical affairs to provide support in establishing efficient manufacturing processes. Giving Careful Consideration to Environmental Protection MPP’s commitment to protecting natural resources, maintaining natural beauty, and preserving the environment around us is not only a fundamental aspect of the company’s corporate activities, it is based on the company’s wish to contribute responsibly in its dealings with the larger community. As part of this awareness, in all its production activities, MPP places great emphasis on careful selection of raw materials for products, reduction of the amount of packaging used, and safe and proper disposal of waste. In recognition of these efforts, in March 2002 the Head Office Plant (Otawara) was awarded ISO 14001 certification by the International Standards Organization for its environmental management system. This plant, which used heavy oil as fuel, switched to liquefied natural gas (LNG) and electricity in March 2009, in an effort to further reduce the amount of carbon dioxide emissions. Mochida Pharmaceutical Plant Co., Ltd. / Head Office Plant Mochida Pharmaceutical Group 11 Licensing Activities Building Strong Partnerships Mochida Pharmaceutical actively engages in alliances with external partners to ensure that we deliver new medications that improve patients’ lives. Our partnerships extend from research to marketing, and we value highly these alliances of excellence as we take on challenges together to satisfy unmet medical needs. Strategic Planning & Coordination Licensing Intellectual Property Business Development Division Functions 12 Mochida Pharmaceutical Group Collaboration with Other Companies Mochida Pharmaceutical prioritizes cardiovascular medicine, obstetrics and gynecology, dermatology, and emergency medicine in its sales resource allocation for its core pharmaceutical business. The antidepressant Lexapro® (escitalopram) is scheduled to go on sale in 2011, and with this release the Company will focus on the psychiatric field as an addition to the existing four major areas. We are strengthening our product pipeline, maximizing product value, and advancing the development of high-value-added products to meet medical treatment needs and customer needs through numerous domestic and international partnerships. For example, sales of Atelec®, the long-acting calcium channel blocker antihypertensive drug licensed by Ajinomoto Co., Inc., are greatly increasing. Mochida Pharmaceutical has also developed and launched Beselna, the first condyloma acuminatum treatment in Japan licensed by iNova Pharmaceuticals (Australia) Pty Limited, and Dinagest, an oral progestin for the treatment of endometriosis licensed by Jenapharm (Bayer Pharma AG). We are also working on the development of drugs for intractable diseases, including the pulmonary hypertension treatment under an exclusive distribution license from United Therapeutics Corporation and the ulcerative colitis treatment licensed by Shire Pharmaceuticals Group (U.K.). In biopharmaceuticals, Mochida Pharmaceutical is jointly developing Japan’s first therapeutic cellularbased drug against GVHD together with JCR Pharmaceuticals Co., Ltd., and advancing joint development of a biosimilar G-CSF together with Fuji Pharma. In December 2010, the Company concluded a long-term comprehensive agreement for collaboration in biosimilar products with the Hungarian pharmaceutical company Gedeon Richter Plc. for the development and marketing of Richter's biosimilar product portfolio in Japan, and will now pursue the full-scale development of the biosimilars business. In April 2011, the Company obtained approval for the manufacturing and sale of Lexapro® (escitalopram), which was created by the Danish pharmaceutical company H. Lundbeck A/S and introduced and developed by Mochida Pharmaceutical. Mochida Pharmaceutical will sell the drug together with Mitsubishi Tanabe Pharma Corporation, and promote the drug together with Mitsubishi Tanabe Pharma Group company Yoshitomi Yakuhin Corporation. Through collaboration with our valuable partners, Mochida Pharmaceutical continues fulfilling our mission of providing pharmaceutical products to meet unmet medical needs. Some Collaborations Novo Nordisk Bayer HealthCare Pharmaceuticals Lundbeck Nippon Suisan Janssen Taisho Pharmaceutical Shire Ajinomoto Gedeon Richter Siemens KAINOS Medix Servier (Egis) United Therapeutics MOCHIDA MOCH UCB Fuji Pharma Sanofi Aventis Unitika JCR Mitsubishi Tanabe Pharma iNova Pharmaceuticals Mochida Pharmaceutical Group 13 Pharmaceuticals Pharmaceuticals That Contribute to the Communities in Which We Live A pharmaceutical company’s work does not end when the product is successfully launched. Drugs must be used properly in order to be fully effective. This means that there must be a process for providing appropriate information on drugs to medical institutions, for collecting feedback from the institutions once the drugs are in use, and for informing the various institutions of the Company’s evaluations and responses on key issues. Mochida Pharmaceutical sees this type of information-disseminating activity as a way to further contribute to society. 14 Mochida Pharmaceutical Group Cardiovascular medicine Obstetrics and Gynecology Dermatology Psychiatry Emergency Medicine Key Therapeutic Areas Producing Products with Beneficial Effects Tailored to Specific Fields •Cardiovascular medicine Epadel is the first drug in the world in which EPA-E (ethyl icosapentate: one of the poly-unsaturated fatty acids contained in fish oil) was successfully extracted and purified to a high degree. This drug has opened up a new field in the treatment for arteriosclerosis obliterans and hyperlipidemia. Atelec®, a calcium channel blocker that is presently considered the first choice for the treatment of high blood pressure, begins to work gradually in the morning and has a long-acting effect on lowering blood pressure during the day. Atelec® is a dual L/N type calcium channel blocker which, unlike regular L type channel blockers, has the unique property of also providing a renoprotective effect. Rocornal has a track record of more than 20 years of achievement in the cardiovascular field, and has established itself firmly as a treatment drug for angina pectoris. •Obstetrics and Gynecology Mochida Pharmaceutical has traditionally placed strong emphasis on the Ob/Gyn area, where it has built an impressive record with hormonal preparations and pregnancy test kits. Estriel is widely recognized for the treatment of post menopausal disorders, vaginitis, and geriatric osteoporosis. Some other examples are Mochida Pharmaceutical’s Ortho® 777-21 and Ortho® M-21, a low-dose triphasic oral contraceptive and a low-dose monophasic oral contraceptive, and Grandaxin, which has been used for autonomic dystonia, a common symptom of menopausal syndrome. The launch of Dinagest, a novel oral progestin, in January 2008 has expanded medication for patients suffering from endometriosis, in addition to Suprecur®, a GnRH analogue.The Company is presently conducting clinical trials on Dinagest to confirm its effectiveness for treating uterine adenomyosis as an additional indication. Epadel (ethyl icosapentate) Epadel is the world’s first ethical drug containing high-purity ethyl icosapentate extracted from fish oil. It is used for treating arteriosclerosis obliterans and hyperlipidemia. A capsule formulation, seamless capsule, was added in 1999. Atelec® (cilnidipine) Atelec® is a dual L/N type calcium channel blocker with a long-acting hypotensive effect that also provides a renoprotective effect. Rocornal (trapidil) Rocornal, a coronary vasodilator, has enjoyed a firm reputation since its launch in Japan in 1979, as a drug for angina pectoris. Ortho® 777-21 and Ortho® M-21 (norethisterone, ethinylestradiol) Ortho® 777-21 is a low-dose triphasic oral contraceptive. Ortho® M-21 is a low-dose monophasic oral contraceptive. Suprecur® (buserelin) Suprecur®, a GnRH analogue, is used for treating endometriosis, precocious puberty, and uterine myoma. Nasal spray and micro particle injection are available. Dinagest (dienogest) Dinagest is a novel and oral therapeutic agent for endometriosis that activates selectively progesterone receptors, and demonstrates its therapeutic effect by inhibiting ovarian function and proliferation of endometrial cells. Mochida Pharmaceutical Group 15 Pharmaceuticals •Dermatology Florid®, an antimycotic drug, is a leading product in this area. Mochida Pharmaceutical provides the topical formulation for dermatomycosis. Arasena-A is the first antiviral drug for the topical treatment of herpes zoster and herpes simplex to be developed in Japan. Beselna was launched in December 2007 as the first therapeutic agent for condyloma acuminatum (external genital and perianal warts) in Japan, which gives patients a new treatment option other than surgical therapies.The Company has applied for approval to use Beselna for the additional indication of actinic keratosis. •Emergency Medicine Miraclid has demonstrated excellent clinical efficacy as a drug for treatment of acute circulatory failure caused by shock, and acute pancreatitis. This drug represents the first commercial application of ulinastatin, which inhibits various enzyme activities. It reflects Mochida Pharmaceutical’s advanced technological capabilities in the development of new biologically active agents. Thrombin, a hemostatic agent, and Novo-Heparin, an anticoagulant agent, are also indispensable drugs to emergency medical care. Florid® (miconazole) Florid®-F injection is an antimycotic drug for treating systemic mycosis. An oral gel formulation was launched, expanding the indications to include candidiasis of the oral cavity and esophagus. Other formulations include a vaginal suppository and a cream. Arasena-A (vidarabine) Arasena-A, an antiviral agent, is used for treating herpes zoster, herpes simplex, and herpes simplex encephalitis. Arasena-A Ointment is the first topical antiviral drug developed in Japan. Other formulation includes a cream. Beselna (imiquimod) Beselna is the first therapeutic agent for condyloma acuminatum (external genital and perianal warts) in Japan. Miraclid (ulinastatin) Miraclid, a multivalent enzyme inhibitor, represents the first ethical drug using ulinastatin purified from human urine. Its indications are acute circulatory failure and acute pancreatitis. Liquid Thrombin MOCHIDA Softbottle (thrombin) These new concertina-shaped soft bottles are designed not only to greatly improve convenience of application, but also to prevent fatal medical accidents caused by possible inadvertent injection of the agent. Novo-Heparin Injection (heparin sodium) Novo-Heparin Injection, an anticoagulant derived from porcine intestinal mucosa, is indicated for the treatment of disseminated intravascular coagulation syndrome, and prevention of thromboembolism. 16 Mochida Pharmaceutical Group •Psychiatry The antidepressant Lexapro® (escitalopram), which is scheduled to go on sale in 2011, is a selective serotonoin reuptake inhibitor (SSRI). Lexapro® is used in over 100 countries worldwide, and has been highly evaluated overseas as an antidepressant that provides the best possible balance between efficacy and acceptability. Lexapro® is expected to be well received in Japan as a new treatment option. With the addition of Lexapro® to our tetracyclic antidepressant Tecipul and our autonomic dystonia drug Grandaxin, Mochida Pharmaceutical is commited to improving the QOL for psychiatric patients. •Diagnostic Reagents In the field of diagnostic reagents, Mochida Pharmaceutical pioneered immunological diagnostics in Japan, and developed Gonavis, the nation’s first pregnancy test kit. Since the launch of Gonavis, the Company has developed a number of products with its own technologies and through joint research and/or technology transfer with leading overseas companies. Our product lineup includes Gonastick W, a one-step, stick-type pregnancy test kit; and CanD-Tec, a candida antigen detection test. Lexapro® (escitalopram) Lexapro® selectively inhibits the reuptake of serotonin and has an antidepressant effect. It provides the best possible balance between efficacy and acceptability as a first-line therapy in the treatment of depression. Grandaxin (tofisopam) Grandaxin relieves various symptoms caused by tension imbalances between the sympathetic and para-sympathetic nervous systems. It has proved effective in treating a variety of stress-induced ailments. Gonastick W Gonastick W is a pregnancy test kit that employs immunochromatography, enabling one-step qualitative detection of human chorionic gonadotrophin (hCG) at two levels: higher than 25 IU/L and higher than 1,000 IU/L. •The Prominence of EBM Evidence-based medicine (EBM) has become a topic of increasing importance. Mochida Pharmaceutical has participated in a large-scale clinical trial, the Japan EPA Lipid Intervention Study (JELIS), investigating whether Epadel can prevent cardiovascular events in hyperlipidemic patients. In November 2005, the test results were presented in a late-breaking clinical trials session at the American Heart Association (AHA)’s Scientific Sessions 2005; results showing Epadel significantly suppressed onset of major coronary events received much attention from experts in the field. The high regard in which the efficacy of Epadel is held was confirmed in March 2007, when the study results were presented in the eminent British medical journal, The Lancet (2007, Vol. 369, pp. 1090–1098). Epadel was also recommended as a pharmaceutical treatment in the guidelines for treating atherosclerosis issued by the Japan Atherosclerosis Society in April 2007. A stream of useful information is being derived from JELIS. Utilizing these results, Mochida Pharmaceutical will provide beneficial and high-quality information to medical experts. Mochida Pharmaceutical Group 17 Skin Care Products Providing Truly Useful Skin Care Products In 2004, Mochida’s Skin Care Product Division was spun off as Mochida Healthcare Co., Ltd. (MHC), which undertakes the development, production, and marketing of skin care products. Employing its extensive expertise acquired in the development of pharmaceuticals, MHC specializes in areas of dermatology such as care for sensitive skin, antimicrobial personal care, baby care, and nursing products. To ensure that we provide products for our customers that are truly useful, we support the development process with clinical trials in close collaboration with dermatologists. Our products are sold at specialty pharmacies and drugstores. 18 Mochida Pharmaceutical Group Antimycotic Products Baby Care Products Skin Care Products Nursing Care Products Developing Products Based on Dermatological Research Truly Essential Products MHC’s mission is to develop useful products that benefit the community. The Company has extended its lineup of healthcare products to include various fields related to medicine. MHC’s skin care products are created to meet real requirements and are based on close cooperation with medical professionals. The basic prerequisites are that they should be useful and functional. S-Collagen, a First in Domestic Skin Care Products MHC’s foresight and originality are evident in the development of the Collage series, the nation’s first skin care products, containing natural soluble collagen (S-Collagen). After many years of research based on dermatological science, the Company has succeeded in developing the Collage S series using “trimethylglycine” to achieve further improvement of the moisturizing activity of the original Collage series. As with the original Collage series, Collage S products do not contain fragrances or coloring agents, so even customers with the most delicate skin can use them with confidence. The Company has also responded to the needs of customers with particularly sensitive skin types who wish to use a whitening treatment. It has developed the Collage Whitening series, Japan’s first hypoallergenic whitening series for sensitive skin types. It also began sales of Collage White Peel, a face wash that utilizes the power of enzymes to exfoliate dead skin cells. The Company is focusing on product development that responds to changing customer needs. For example, it has released a hypoallergenic soap series, which provides a choice of products suited to a range of skin types and uses. Medically Based Technology and Experience MHC’s dermatological products, including Collage soap, a non-irritating soap formulated for each specific skin type, and the Collage D series, moisturizing products for dry skin, enjoy a high reputation among consumers for their effectiveness. The Company provides customers suffering from dandruff and itchy scalp with Collage Furfur, the first shampoo in Japan containing an antimycotic agent. MHC now also provides an antibacteriological series, with hair conditioner and liquid soap in addition to shampoo. Through these products, MHC will continue to better the QOL for people with skin problems. Collage S series Collage Whitening series From Baby Care to Geriatric Care In the field of baby care products, Skina Babe, having the biggest share in baby bath oil, has continued to protect infants’ skin since it was introduced 40 years ago. From these early days, MHC has also been developing products for senior citizens, and these will become even more necessary in the future. The Company markets Skina Fukifuki and Skina Clen, skin cleansing and bed bath products, and Skina Dry Shampoo, a foam-type hair shampoo that eliminates the need for rinsing. These products contribute to the betterment of nursing care for the bedridden. The Company aims to continue developing products that will be beneficial to the skin care of every generation. Collage Furfur series Skina Babe and Skina series Mochida Pharmaceutical Group 19 Nutraceuticals Supporting a Healthy Life with High-Quality Nutritional Supplements Aiming to be a comprehensive healthcare provider, Mochida Pharmaceutical is developing nutritional supplements as a new line of business. We select raw materials based on expertise acquired through our drug research and development and offer products that have been manufactured with strict attention to quality. Mochida Pharmaceutical continues to explore opportunities in new areas. Vitacollage Series The Vitacollage series employs high-quality raw materials and carefully selected combinations of ingredients. Reflecting heightened interest in lifestyle habits, the Vitacollage series provides an extensive lineup of supplements which help improve dietary balance, enhance beauty, and maintain health, including Peccoriina, which is a new easy-to-use nutritional supplement specially suited to people who are dieting or careful about excessive carbohydrate intake. 20 Mochida Pharmaceutical Group Vitacollage series Main Product Listing Ethical Drugs Cardiovascular Agents •Epadel [ethyl icosapentate] (capsule) Arteriosclerosis obliterans, Hyperlipidemia •Rocornal [trapidil] (tablet, fine granule) Angina pectoris •Atelec® [cilnidipine] (tablet) Hypertension Anti-Infectives •Florid® [miconazole] (injection, vaginal suppository, ointment, oral gel) Mycosis •Arasena-A [vidarabine] (injection, ointment, cream) Herpes zoster, Herpes simplex, Herpes simplex encephalitis •Isoprinosine® [inosine pranobex] (tablet) Subacute sclerosing panencephalitis (SSPE) •Francetin [fradiomycin sulfate] (powder) Antibiotic •Beselna [imiquimod] (cream) Condyloma acuminatum Neurological Agents •Grandaxin [tofisopam] (tablet, fine granule) Autonomic dystonia •Tecipul [setiptiline maleate] (tablet) Depression •Lexapro® [escitalopram] (tablet) Depression Hormone Preparations •Estriel [estriol] (tablet, vaginal tablet, depot injection) Hormone replacement therapy (HRT), Osteoporosis •Desopan® [trilostane] (tablet) Antiadrenal cortical hormone •Ortho® 777-21/M-21 [norethisterone, ethinylestradiol] (tablet) Oral contraceptive •HCG Mochida [human chorionic gonadotropin] (injection) hCG •Suprecur® [buserelin] (nasal spray, micro particle injection) Endometriosis, Precocious puberty, Uterine myoma •Dinagest [dienogest] (tablet) Endometriosis •Divigel® [estradiol] (gel) Menopausal symptoms such as hot flash treatment and hydrosis •Novo-Heparin [heparin sodium] (injection) Thrombosis •Uronase [urokinase] (injection) Acute myocardial infarction Diagnostic Reagents Reagents for Fertility/Infertility •Gonastick25 (hCG) •Gonastick W (hCG) Other Reagents •CanD-Tec (Candida antigen) Skin Care Products Mochida Healthcare Co., Ltd. Collage Series Face and Body Care • Collage S Skin Care series (Moisture lotion, essence, moisture milk, cream, UV protection, cleansing) • Collage Whitening series • Collage Soap series • Collage Hand Moisture • Collage D Body Cream • Collage D Bath Moisture • Collage Furfur Soap series Hair Care • Collage Furfur series (Shampoo for dandruff and conditioner) • Collage Shampoo S • Collage Rinse S • Collage Rich (Hair growth tonic for women) Skina Babe and Skina Series • Skina Babe (Baby bath oil) • Skina (Cleanser) • Skina Clen (Gentle skin cleanser) • Skina Fukifuki (Cleanser) • Skina Dry Shampoo Nutraceuticals •Vitacollage series (Nutraceutical) Biological Preparations •Miraclid [ulinastatin] (injection) Acute circulatory failure, Acute pancreatitis •Thrombin Mochida [thrombin] (liquid, fine granule) Hemostatic Mochida Pharmaceutical Group 21 Highlights of Our Growth Ryokichi Mochida Nobuo Mochida Ei Mochida 22 Mochida Pharmaceutical Group 1913 Mochida was established by Ryokichi Mochida, and started production and marketing of Luestin (antiluetic) and Ogoko (ophthalmic ointment). 1918 The Company was renamed Mochida Pharmaceutical Company. 1930 Pelanin (first estrogen preparation developed in Japan) 1945 The Company was incorporated. 1951 Sprase (first hyaluronidase preparation developed in Japan) 1954 Began overseas marketing with exports to Taiwan. 1956 Thrombin Mochida (hemostatic enzyme) 1959 Transferred focus of sales strategy to obstetrics and gynecology. 1962 Established the Immunology Division. 1963 Listed on the Second Section of the Tokyo Stock Exchange (TSE). 1964 Nobuo Mochida was appointed president. Gonavis (Japan’s first immunological pregnancy test kit); Kimotab (anti-inflammatory) 1967 Completed the Research Laboratory in Oji. 1970 Established the Paramedical Division. Gonavislide (pregnancy test kit); Uronase (fibrinolytic); Skina Babe (baby bath oil) 1972 Established the Medical Electronics and Equipment Division. Completed the Shizuoka Plant. 1975 Listed on the First Section of the TSE. 1976 Completed the new headquarters office building in Yotsuya. 1978 Received a Noteworthy Invention Testimonial from the Science and Technology Agency for the Medilaser balance-type surgical laser head. 1979 Rocornal 1980 Developed monoclonal antibody technology for an immunodiagnostic test. Medilaser-S 1981 Signed an agreement with Hayashibara Biochemical Laboratory, Inc. for joint research of interferon. 1982 Completed the Fuji Central Research Laboratory. 1983 Established the Mochida Memorial Foundation for Medical and Pharmaceutical Research. 1984 Nobuo Mochida was awarded the Medal with Purple Ribbon for research on the first surgical laser unit developed in Japan. Arasena-A 1985 Ei Mochida was appointed president. Miraclid 1986 Florid®-F injection; Grandaxin 1987 Ei Mochida was awarded the Medal with Purple Ribbon for R&D activities on an immunochemical diagnostic reagent. 1988 Signed an agreement with Taisho Pharmaceutical Co., Ltd., allowing that company to market Dermarin, an OTC drug for treating dermatomycosis. Collage Soap series; Isoprinosine®; IFNß Mochida 1989 Finalized agreements with Upjohn Co. for developing and marketing its prostaglandin derivative. Tecipul 1990 Susumu Watanabe was appointed president. Concluded a marketing agreement with Matsushita Electric Industrial Co., Ltd. for the Medilaser-10S fiber-optic carbon dioxide surgical laser unit. Epadel Capsule 300 1991 Commenced operations at the Otawara Plant. Concluded agreement of an antimycotic agent with Imperial Chemical Industries, PLC. Mammotec 1992 Signed agreements with Ostex International, Inc. for the commercialization and marketing of Osteomark®; and with Yokogawa-Hewlett-Packard, Ltd. to market an obstetric care unit. Arasena-A Ointment; Thrombin Oral Fine Granules; Bathquina Commenced J-MIC (EBM study for Rocornal). 1993 Florid® Oral Gel; Sonotec-IV; Collage Liquid Soap 1994 Additional indication for Epadel (for hyperlipidemia) was approved. Miraclid liquid formulation for injection 1995 Signed agreements with Smithkline Beecham Seiyaku K.K. for the co-marketing of Arasena-A. 1996 Signed agreements with Norian Corporation for the development and marketing in Japan of Norian SRS®; and with Dainippon Pharmaceutical Co., Ltd. for the co-marketing of Epadel in Japan. Commenced JELIS (EBM study for Epadel). 1997 Concluded distribution agreement with Ajinomoto Co., Inc. for Atelec®. Atelec®; Gonastick 1998 Co-marketed Dainippon Pharmaceutical’s Cetapril® (ACE inhibitor). Osteomark®; Amtec 1999 Naoyuki Mochida was appointed president. Concluded distribution agreement with Janssen Kyowa Co., Ltd. for Ortho® 777-28/M-21; licensed a patent of Fas/FasL (for gene therapy) to Novartis. Licensed a patent of Fas/FasL (for screening) to Bristol Myers Squibb. Epadel S 300 and 600; Collage Furfur; Miotecter® 2000 Signed agreements with RIKEN for co-research in structural genomics. 2001 Signed agreements with 3M for the development and marketing of Aldara. Arasena-A 3% cream; Gonastick25; Collage Essence 2002 Signed agreements with Aventis Pharma Ltd. for the distribution and co-promotion of Suprecur®; and with Lundbeck A/S for the co-development and co-marketing of escitalopram. Established the nutraceutical business. Obtained ISO 14001 certification for the Otawara Plant. Suprecur® 2003 Signed agreements with Novo Nordisk for the distribution of Novo-Heparin; and with Medix Biochemica Oy and Unitika Ltd. for the distribution of a diagnostic test kit for acute pancreatitis. Started operation of Mochida Medical Systems Co., Ltd. Thrombin Mochida Soft bottle; Novo-Heparin; Collage S series 2004 Started operation of Mochida Healthcare Co., Ltd. Started operation of Mochida Siemens Medical Systems Co., Ltd. Epadel S 900 2005 Started operation of Mochida Pharmaceutical Plant Co., Ltd. 2006 Collage Furfur Liquid Soap; Collage Furfur S 2007 Signed agreements with JCR Pharmaceuticals Co., Ltd. for co-development and commercialization of a cellular-based drug; with Novartis Pharma K.K. for co-promotion of Diovan® (agreement terminated end of 2008); and with United Therapeutics Corporation for the distribution of Remodulin®. Beselna Cream 5% Signed a license agreement with Wyeth Pharmaceuticals Inc. for TRPV1 receptor antagonists (agreement terminated 2010). Dinagest; Divigel®; Collage White Peel 2009 Signed a license agreement with Shire Pharmaceuticals Group plc (U.K.) for LIALDA®. Gonastick W, Collage Furfur Next 2010 Signed agreement with Fuji Pharma Co., Ltd. for co-development of G-CSF; and with Mitsubishi Tanabe Pharma Corporation for co-marketing of Escitalopram. 2008 Susumu Watanabe Naoyuki Mochida Mochida Pharmaceutical Group 23 Re eo arc l oapnm C o sr p ah t e &GDo ev ve er n cent Basic Policy on Corporate Governance The Mochida Pharmaceutical Group strives to increase its corporate value by placing the fulfillment of corporate governance and the reinforcement of compliance at the axis of its overall Group management, to better respond to its stakeholders’ trust and expectations. As part of measures for fulfilling corporate governance, important management decisions are made at meetings of the Board of Executive Managing Directors and the Board of Group Management, which are held weekly respectively, based on the outcome of sufficient discussions at the Management Policy Meeting. We clearly separate the functions of the Board of Directors into management decision-making and the supervision of business operations. For the purpose of expediting management decision-making and business operations, the Group has introduced an Executive Director (Officer) system. Governance Structure Mochida Pharmaceutical put in place the Board of Directors (including Outside Directors) and the Board of Statutory Auditors (including Outside Statutory Auditors) as organizations under the Companies Act. Corporate Governance Structure Meeting of Shareholders Election/Dismissal Election/Dismissal Election/Dismissal Confirmation of Appropriate Execution of Audits Report Board of Statutory Auditors Full-Time Statutory Auditor Board of Directors Representative Director Audit Report Accounting Auditor Director Audit Outside Statutory Auditor Outside Director Supervision Audit Ethics Committee Election/Dismissal Representative Director, President Risk Management Committee and Various Committees Board of Executive Managing Directors Board of Group Management Excecutive Director (Officer) Meeting Executive Director (Officer) Audit Internal Audit Department Corporate Ethics Promotion Department Each Department and Group Company 24 Mochida Pharmaceutical Group Management Policy Meeting Compliance Promotion As reasons for adopting this governance structure, considering the Company’s size and business nature, we judged that at this point in time, the most suitable governance structure (1) to ensure the appropriate function of checking the management and (2) to pursue management efficiency simultaneously requires: (1) management decision-making by the Board of Directors with a reasonable number of members, comprising Inside Directors with thorough knowledge of the Company and its business and Outside Directors with abundant knowledge and experience in specialized fields, and (2) the system for checking the management by Statutory Auditors including Outside Statutory Auditors. Internal Control System, Risk Management System, Compliance System, and CSR The Mochida Pharmaceutical Group constructs, maintains, and evaluates its internal control system based on resolutions by the Board of Directors under the Companies Act and on the Financial Instruments and Exchange Act. Specifically, we maintain a companywide risk management system based on the “Mochida Pharmaceutical Group Risk Management Rules” to manage major risks affecting our overall business, as part of our internal control system based on the Companies Act. As measures for reinforcing compliance, we maintain our compliance system by (1) establishing “Code of Conduct of Mochida Pharmaceutical Group”, (2) holding regular meetings of the Ethics Committee which includes outside experts, (3) establishing the Corporate Ethics Promotion Department etc.; and we run regular training programs on compliance for our group employees. The Mochida Pharmaceutical Group will continue striving to ensure full compliance, and to respond promptly to various environmental changes, by receiving appropriate advice from our attorneys and Accounting Auditor as necessary etc. While the concerned departments are earnestly addressing Corporate Social Responsibility (CSR), we have also established the CSR Promotion Liaison Committee as a basic body to promote CSR throughout the Mochida Pharmaceutical Group and to meet more precisely the social demands. Audit Structure Mochida Pharmaceutical has established the Internal Audit Department as an organization which implements internal audits of the Pharmaceutical Business (Sales) Division, Research Division and other divisions as necessary. To secure lawfulness and transparency of management decision-making and business operations, in accordance with fiscal year auditing policy and plans, each Statutory Auditor strives to (1) smoothly communicate with Board Directors, the Internal Audit Department etc., (2) collect the relevant information and (3) improve the auditing environments, attends meetings of the Board of Directors and other important meetings, and investigates business operations and assets at the headquarters, main business offices and subsidiaries of Mochida Pharmaceutical—including supervision and verification of the status of the internal control system, the independence of the Accounting Auditor and the appropriate execution of audits by the Accounting Auditor. Mochida Pharmaceutical is also audited by our Accounting Auditor, Deloitte Touche Tohmatsu LLC, based on the provisions of the Companies Act and the Financial Instruments and Exchange Act. the Internal Audit Department, Statutory Auditors and Accounting Auditor work closely to secure effectiveness of the audits. Mochida Pharmaceutical Group 25 S i x - Ye a r S u m m a r y Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries Years ended March 31 Millions of Yen 2009 2010 2011 Years ended March 31 2008 2007 2006 For the Year: Net sales ¥79,340 ¥78,549 Cost of sales 30,387 29,100 28,503 28,321 29,084 26,789 Selling, general and administrative expenses 37,443 35,500 33,694 34,427 34,586 35,040 Income before income taxes and minority interests 11,509 13,949 Operating Income 12,982 11,824 10,396 8,797 8,155 15,783 13,727 14,153 10,282 8,864 5,913*2 4,973*3 5,836*4 4,376*5 3,932*6 9,869 8,754 8,387 6,030 4,988 Income taxes 2,821*1 Net income 5,333 At Year-End: ¥75,181 ¥ 74,573 ¥ 74,066 ¥ 70,627 Total current assets ¥77,191 ¥73,812 Total current liabilities 23,099 21,050 21,439 20,456 21,812 19,784 Working capital 54,092 52,762 46,678 48,831 45,997 44,395 Total tangible fixed assets 17,630 18,036 18,805 17,934 19,172 19,329 Total long-term liabilities 7,348 6,027 6,752 8,959 12,131 13,081 Minority interests – – – – – 615 Total net assets*7 78,129 79,768 74,151 74,113 75,763 72,763 Total assets 108,577 106,845 102,344 103,528 109,707 106,245 ¥68,118 ¥ 69,287 ¥ 67,810 ¥ 64,180 Other Statistics: Capital expenditures ¥ 1,977 ¥ 1,757 ¥ 3,272 ¥ 1,286 ¥ 2,280 ¥ 1,105 Yen Per Share Data: Net income ¥48.4 ¥86.9 ¥75.3 ¥ 69.8 ¥ 48.9 ¥ 39.6 Cash dividends 22.0 25.0 22.0 20.0 17.0 12.0 1,727 1,702 1,692 1,792 1,762 Number of employees Number of shares outstanding at end of year 119,000 123,000 1,721 125,800 125,800 131,223 137,223 *1: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥4,284 million), an income tax adjustment (-¥1,462 million) is included. *2: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,506 million), an income tax adjustment (+¥407 million) is included. *3: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,022 million), an income tax adjustment (-¥49 million) is included. *4: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,345 million), an income tax adjustment (+¥491 million) is included. *5: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥4,381 million), an income tax adjustment (-¥5 million) is included. *6: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥3,972 million), an income tax adjustment (-¥39 million) is included. *7: The amount of total net assets at March 31, 2006 represents the value of total shareholders’ equity. 26 Mochida Pharmaceutical Group Consolidated Statement of Income / Consolidated Statements of Comprehensive Income (Unaudited) Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries For the years ended March 31 Years ended March 31 Net Sales Cost of Sales Gross profit Selling, General and Administrative Expenses Operating income Other Income (Expenses): Interest and dividend income Interest and discount expenses Royalty income Real estate rent Loss on disposal of inventory Equity in net losses of affiliated company Others Thousands of U.S. Dollars Millions of Yen Consolidated Statements of Income (Unaudited) 2011 ¥ 79,340 30,387 48,952 37,443 11,509 2010 ¥ 78,549 29,100 49,449 35,500 13,949 2009 ¥ 75,181 28,503 46,677 33,694 12,982 2011 $ 954,181 365,457 588,723 450,308 138,414 Recurring income 234 (71) 166 75 – – 103 508 12,017 253 (141) 910 78 – (230) 100 971 14,921 297 (58) 584 81 (156) (236) 67 579 13,561 2,819 (863) 2,003 909 – – 1,249 6,118 144,533 Extraordinary Gains (Losses): Gains on sales of affiliated company stock Gain on reversal of allowance for doubtful accounts Compensation income Profit on sales of property, plant and equipment Loss on sales and disposal of fixed assets Loss on impairment of fixed assets Loss on disaster Revaluation of investments in securities – 4 – 4 (50) – (3,093) (174) 1,139 0 – 0 (102) (157) – – – – 230 59 (119) – – – – 48 – 54 (607) – (37,199) (2,102) (2,282) (2,669) (1,692) (46,452) 98,080 33,933 – $64,147 Loss on adjustment for changes of accounting standard for asset retirement obligations (189) (221) (140) (3,862) Income before income taxes and minority interests Income taxes Minority interests Net income 8,155 2,821 *1 – ¥5,333 Special retirement expenses Others Years ended March 31 Total comprehensive income attributable to: Owners of parent Minority interests – (5) 165 15,783 5,913*2 – ¥9,869 13,727 4,973*3 – ¥8,754 ) – Thousands of U.S. Dollars Millions of Yen Consolidated Statements of Comprehensive Income Income before minority interests Other comprehensive income,net of tax Valuation difference on available for sale securities Total:Other comprehensive income,net of tax Total comprehensive income – (19) 862 – 2011 ¥ 5,333 2010 2011 – $64,147 (793) (793) 4,540 – – – (9,538) (9,538) 54,608 4,540 – – – 54,608 - *1: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥4,284 million), an income tax adjustment (-¥1,462 million) is included. *2: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,506 million), an income tax adjustment (+¥407 million) is included. *3: As a result of tax effect accounting, corporate tax, resident tax and business tax (total ¥5,022 million), an income tax adjustment (-¥49 million) is included. Note: Unless otherwise indicated, all dollar figures herein refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥83.15 = $1.00, the approximate exchange rate on March 31, 2011. Mochida Pharmaceutical Group 27 Re C o sn es ao rl c i dha & teD d eBv ae ll ao np cmee nS th e e t s ( U n a u d i t e d ) Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries March 31 Thousands of U.S. Dollars Millions of Yen 2010 2011 2011 ASSETS Current Assets: Cash and time deposits ¥ 24,538 ¥ 24,633 $295,106 Notes and accounts receivable 25,271 23,672 303,931 Marketable securities 9,325 9,321 112,154 Inventories 10,670 11,672 128,332 Deferred income taxes 4,503 2,829 54,158 Other current assets 2,882 1,687 34,661 Allowance for doubtful accounts Total current assets 77,191 73,812 928,345 Buildings and other structures 7,248 7,216 87,174 Machinery and equipment and transportation equipment 3,103 2,724 37,328 Land 6,093 6,088 73,279 Construction in progress 127 694 1,531 Others 1,057 1,311 12,715 Intangible fixed assets 1,167 1,404 14,037 Total fixed assets 18,797 19,441 226,067 Investments in securities 7,289 8,805 87,672 Deferred income taxes 3,258 2,893 39,183 Long-term guarantee deposits and other investments 2,039 1,893 24,531 Total investments and other assets 12,587 13,591 151,387 Total Assets ¥ 108,577 (0) (4) (0) Fixed Assets: Property, plant and equipment: Investments and Other Assets: ¥ 106,845 $ 1,305,799 Note: Unless otherwise indicated, all dollar figures herein refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥83.15=$1.00, the approximate exchange rate on March 31, 2011. 28 Mochida Pharmaceutical Group Thousands of U.S. Dollars Millions of Yen 2010 2011 2011 LIABILITIES Current Liabilities: Notes and accounts payable ¥ 7,993 ¥ 7,396 $ 96,136 Short-term debt 875 500 10,523 Income taxes payable 1,809 3,161 21,755 Reserve 6,163 3,570 74,129 Other current liabilities 6,258 6,422 75,263 Total current liabilities 23,099 21,050 277,808 Long-term loans payable 1,125 – 13,529 Reserve for retirement benefits 4,882 4,929 58,722 Deferred income taxes 147 107 1,775 991 14,344 Long-Term Liabilities: Other long-term liabilities 1,192 Total long-term liabilities 7,348 6,027 88,372 Total liabilities 30,447 27,077 366,180 Paid-in capital 7,229 7,229 86,950 Capital surplus 1,871 1,871 22,503 Retained earnings 79,494 80,577 956,036 Treasury stock (10,142) (10,380) (121,981) Total Shareholders’ equity 78,452 79,298 943,509 NET ASSETS Shareholders’ equity Valuation and translation adjustment: Unrealized gain (loss) on available-for-sale securities (323) 469 (3,889) Total valuation and translation adjustments (323) 469 (3,889) Minority interests – – – Total net assets 78,129 79,768 939,619 Total Liabilities and Net Assets ¥ 108,577 ¥ 106,845 $ 1,305,799 Mochida Pharmaceutical Group 29 Consolidated Statements of Changes in Net Assets (Unaudited) Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries For the years ended March 31 Thousands of U.S. Dollars Millions of Yen 2010 2011 Shareholders’ equity Paid-in capital: Balance at the previous year-end Change in the fiscal year: Total change in the fiscal year Balance at the current year-end Capital surplus: Balance at the previous year-end Change in the fiscal year: Total change in the fiscal year Balance at the current year-end Retained earnings: Balance at the previous year-end Change in the fiscal year: Dividends from surplus Net income Disposal of treasury stock Retirement of treasury stock Total change in the fiscal year Balance at the current year-end Treasury stock: Balance at the previous year-end Change in the fiscal year: Acquisition of treasury stock Disposal of treasury stock Retirement of treasury stock Total change in the fiscal year Balance at the current year-end Total shareholders’ equity: Balance at the previous year-end Change in the fiscal year: Dividends from surplus Net income Acquisition of treasury stock Disposal of treasury stock Retirement of treasury stock Total change in the fiscal year Balance at the current year-end Valuation and translation adjustments: Unrealized gain (loss) on available-for-sale securities: Balance at the previous year-end Change in the fiscal year: Net changes of items other than shareholders’ equity Total change in the fiscal year Balance at the current year-end Total net assets Balance at the previous year-end Change in the fiscal year: Dividends from surplus Net income Acquisition of treasury stock Disposal of treasury stock Net changes of items other than shareholders’ equity Total change in the fiscal year Balance at the current year-end 2011 ¥ 7,229 ¥7,229 $ 86,950 – 7,229 – 7,229 – 86,950 1,871 1,871 22,503 – 1,871 – 1,871 – 22,503 80,577 75,889 969,063 (2,779) 5,333 (0) (3,636) (1,083) 79,494 (2,626) 9,869 (1) (2,552) 4,688 80,577 (33,425) 64,147 (10) (43,738) (13,027) 956,036 (10,380) (10,675) (124,837) (3,421) 22 3,636 237 (10,142) (2,308) 51 2,552 295 (10,380) (41,150) 267 43,738 2,855 (121,981) 79,298 74,314 953,680 (2,779) 5,333 (3,421) 21 – (845) 78,452 (2,626) 9,869 (2,308) 49 – 4,983 79,298 (33,425) 64,147 (41,150) 257 – (10,171) 943,509 469 (162) 5,649 (793) (793) (323) 632 632 469 (9,538) (9,538) (3,889) 79,768 74,151 959,330 (2,779) 5,333 (3,421) 21 (793) (1,638) ¥ 78,129 (2,626) 9,869 (2,308) 49 632 5,616 ¥ 79,768 (33,425) 64,147 (41,150) 257 (9,538) (19,710) $ 939,619 Note: Unless otherwise indicated, all dollar figures herein refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥83.15=$1.00, the approximate exchange rate on March 31, 2011. 30 Mochida Pharmaceutical Group Consolidated Statements of Cash Flows (Unaudited) Mochida Pharmaceutical Co., Ltd. and Consolidated Subsidiaries For the years ended March 31 Thousands of U.S. Dollars Millions of Yen 2010 2011 Cash flows from operating activities: Income before income taxes and minority interests Depreciation Imparement loss Loss on disaster Loss on adjustment for changes of accounting standard for asset retirement obligations Special retirement expence Loss on sales and disposal of fixed assets Revaluation of investments in securities Gain on sales of investment securities Investment loss on equity method Decrease in doubtful accounts Decrease in reserve for bonuses Decrease (increase) in accrued retirement benefits Increase in reserve for retirement benefits for directors Interest and dividend income Interest and charge (commission) expense Loss (gain) on foreign exchange (Increase) decrease in accounts receivable – trade Decrease in inventories Increase in other current assets (Decrease) increace in accounts paybable (Decrease) increase in other current liabilities Other Subtotal Interest and dividends received Interest and commission paid Payments for loss on disaster Payments for special retirement expenses Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Payments into time deposits Proceeds from refunds on time deposits Payment for purchases of tangible and intangible fixed assets Loss on sales of property, plant and equipment Proceeds from sale of shares in affiliates following change in scope of consolidation Other Net cash used in investing activities Cash flows from financing activities: Proceeds from long-term loans payable Repayment of long-term debt Dividends paid Payment for acquisition of treasury stock Proceeds from disposal of treasury stock Other Net cash used in financing activities Effect of Exchange Rate Changes on Cash and Cash Equivalents Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year 2011 ¥ 8,155 2,866 – 3,093 189 221 46 174 – – (4) (6) (49) 3 (234) 71 (0) (1,599) 857 (1,183) 597 (38) (435) 12,726 237 (76) (175) (50) (5,599) 7,061 ¥ 15,783 2,828 157 – – – 101 – (1,139) 230 (0) (1) 101 0 (253) 141 0 16 800 (187) (293) 108 (766) 17,628 256 (134) – – (5,533) 12,217 $ 98,080 34,471 – 37,199 2,282 2,669 553 2,102 – – (49) (77) (601) 42 (2,819) 863 (0) (19,231) 10,315 (14,231) 7,188 (468) (5,240) 153,050 2,859 (921) (2,109) (604) (67,346) 84,928 (7,020) 7,520 (2,458) 5 – 17 (1,935) (7,120) 7,220 (1,901) 0 1,170 (6) (638) (84,425) 90,438 (29,567) 62 – 215 (23,276) 1,500 – (2,775) (3,421) 21 (41) (4,716) 0 409 26,434 ¥ 26,843 – (600) (2,623) (2,313) 49 (34) (5,521) (0) 6,056 20,377 ¥ 26,434 18,039 – (33,373) (41,150) 257 (500) (56,728) 0 4,923 317,911 $ 322,834 Note: Unless otherwise indicated, all dollar figures herein refer to U.S. currency. Yen amounts have been translated into U.S. dollars, for convenience only, at the rate of ¥83.15=$1.00, the approximate exchange rate on March 31, 2011. Mochida Pharmaceutical Group 31 Management Members of the Board Executive Directors (As of June 29, 2011) Kazuhisa Takayanagi President Naoyuki Mochida Senior Executive Managing Directors Makoto Aoki Kaoru Sasaki Pharmaceutical Business Business Development Executive Managing Directors Yasuo Isomura, Ph.D. Ryuji Deguchi Business Development Koichi Funaki Clinical Research and Development Hiroshi Nakamura Quality Assurance Shouji Furusako, Ph.D. Research Kenshi Tomita Planning and Administration Research Clinical Research and Development Kazuhiro Miyaji Yoichi Kono Takayuki Katou Production Skincare Business Tamio Nakamura Audit and Corporate Ethics Executive Directors Akira Hirata, D. Med. Sc. Clinical Research and Development Keiichi Sagisaka Pharmaceutical Business Chu Sakata Planning and Administration Outside Director Kazumasa Kishi Corporate Auditors Hiroshi Ogawa Takashi Inagaki Kiyotaka Ishikawa Hiroshi Watanabe Tetsuya Kobayashi 32 Mochida Pharmaceutical Group Corporate Planning Finance Business Development Corporate Data Founded Subsidiaries April 16, 1913 Mochida Pharmaceutical Plant Co., Ltd. 431, Nakadawara, Otawara, Tochigi 324-0062, Japan Incorporated April 28, 1945 Mochida Healthcare Co., Ltd. Paxxs Building, 2-12, Ichigaya-Honmura cho, Shinjuku-ku, Tokyo 162-8451, Japan Paid-in Capital ¥7.2 billion Stock Exchange Listing Tokyo Stock Exchange, First Section Employees Mochida International Co., Ltd. Y.S. Building, 9, San-eicho, Shinjuku-ku, Tokyo 160-0008, Japan 1,721 (Consolidated) Head Office 7, Yotsuya 1-chome, Shinjuku-ku, Tokyo 160-8515, Japan Phone: +81-3-3358-7211 Facsimile: +81-3-3358-7887 Internet Home Page: http://www.mochida.co.jp/ Technonet Co., Ltd. 7, Yotsuya 1-chome, Shinjuku-ku, Tokyo 160-8515, Japan Affiliated Companies and Organizations •Medical View Co., Ltd. •Mochida Memorial Foundation for Medical and Pharmaceutical Research Research Laboratories •Pharmaceutical Research Center (Gotemba, Shizuoka) •Pharmaceutical Laboratory (Fujieda, Shizuoka) “Plaisir” This sculpture is “Plaisir” (Joy), a work created by the well-known Japanese artist Taro Okamoto (1911–1996) for the Company’s 65th anniversary in 1978. “Plaisir” was named after our wish to be tied to people with joy, and our joy in contributing to human health and welfare, as a comprehensive healthcare company. Mochida’s Head Office in Tokyo Mochida Pharmaceutical Group 33 http://www.mochida.co.jp/ Printed in Japan 2011.7