• MBC, located at Itabashi-ku, Tokyo; President: Naotoshi Sagawa;
• MKI, at Shinjuku-ku, Tokyo; President: Toshihiko Yoshitomi; and
• MSI, at Minato-ku, Tokyo; President: Hiromi Ogawa

have agreed on the modified framework of their contemplated business integration, in line with the already agreed basic principle as announced on January 16, 2006 (See the Attachment).

For purposes to smoothly implement the proposed business integration and to pursue the projected synergies at an earliest stage as possible without negative impact on the continuity of their respective businesses under the various regulatory requirements applicable to MBC, MKI and MSI, it is considered most appropriate to go by the holding-company structure, as outlined below.

The legal entity of MBC will be used as the holding company of its current business and the entire stock of MKI and MSI by means of stock exchange, as shown in Figure 1 referred to the end of this paper. MBC will be renamed and its management structure will be renewed so as to be more appropriate as holding company and to reflect the equality of the three business units. (MBC is hereinafter referred to as “New Company”)

• Name of New Company:  To be separately announced
• Paid-in capital:  3 billion yen
• Major shareholder:  Mitsubishi Chemical Corporation (94%)
• President and CEO:  Toshihiko Yoshitomi
• Address of head office:  4-2-8, Shibaura, Minato-ku, Tokyo
• Employees (whole group):  3,153 (as of April 1, 2006)
• Net sales (whole group):  78.8 billion yen (combined fiscal year 2005)

The New Company Group is to develop and expand the following two business segments: [1] diagnostics (manufacturing and sale of diagnostic reagents and instruments) and clinical testing; and [2] services (non- clinical and clinical tests) for new drug development of pharmaceutical industry.

The closing date of the subject integration is now scheduled to be April 1, 2007.

Figure 1 Consolidation process