Sumitomo Dainippon Pharma Annual Report 2017

Millions of yenThousands of U.S. dollars$ 197,893$ 314,902$ 512,795¥ 22,164¥ 35,269¥ 57,433Purchase Consideration (cash)Fair value of contingent considerationAcquisition costMillions of yenThousands of U.S. dollars$ — (29,125) (29,125)¥ —(3,262)(3,262)SalesIncome before income taxesNet income i. Estimated impact on the consolidated statement of income in the current consolidated scal year, if it is assumed that the business combination was concluded on April 1, 2016, and the method of calculation(Method by which estimated amounts were calculated)The estimated amounts were calculated as the differences between sales and income calculated on the assumption that the business combination was concluded on the rst day of this consolidated scal year and information on sales and income contained in the consolidated statement of income of the acquiring company. The estimated amounts of impact have not been audited.Tolero Pharmaceuticals, Inc.a. Summary of the business combination1. Name of the acquired company and the contents of its business operationsName of the acquired company: Tolero Pharmaceuticals, Inc.Contents of the business operations: Research and Development of pharmaceuticals in the areas of oncology and hematological disorders2. Main reason for the business combinationTolero Pharmaceuticals, Inc. (Tolero) is a biotechnology company in the U.S. specializing in research and development of therapeutic agents in the areas of oncology and hematological disorders. Tolero possesses excellent drug discovery capabilities for kinase inhibitors and other drug targets, and they are developing six compounds, including cyclin-dependent kinase 9 (CDK9) inhibitor alvocidib, which is under clinical development for hematologic malignancies. It is expected that this acquisition will help the Company to reinforce our oncology pipeline to add these compounds. And also high drug discovery abilities in Tolero contribute to create a continuous ow of development compounds going forward to achieve sustainable growth of the Group.3. Date of business combinationJanuary 25, 2017 (U.S. Pacic Standard Time)4. Legal form of business combinationAcquisition of shares for cash consideration5. Name of the company after combinationTolero Pharmaceuticals, Inc.6. Ratio of voting rights acquired100%7. Main grounds for reaching a decision on the acquiring companyIt is because Dainippon Sumitomo Pharma America Holdings, Inc. which is the U.S. holding Company wholly-owned by the Company, acquired shares in exchange for cash.b. Period of performance of the acquired company included in the consolidated nancial statementsFrom January 25, 2017 to March 31, 2017c. Acquisition cost and consideration of the acquired company and the breakdown thereofNotes to Consolidated Financial StatementsSumitomo Dainippon Pharma Co., Ltd. and Consolidated SubsidiariesYears Ended March 31, 2017 and 2016Financial SectionSumitomo Dainippon Pharma Co., Ltd. Annual Report 201791

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