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Executive Summary

YAMANOUCHI INVESTING $95 MIL. IN ROBERTS PHARMACEUTICAL in exchange for a 29% equity stake, the Eatontown, N.J.-based firm announced. Under the agreement, which is at the letter-of-intent stage, Yamanouchi will receive 4 mil. newly issued shares of Roberts stock as well as up to two seats on the Roberts board of directors. Roberts said the deal is expected to be concluded in February 1992. Roberts said it will use the proceeds from the Yamanouchi deal "for the acceleration of new product development programs, possible future acquisitions and other corporate expansion purposes." Yamanouchi, a Japanese R&D-based pharmaceutical company, will apparently use Roberts' growing drug development and marketing infrastructure to introduce pharmaceutical products in the U.S., Roberts indicated. Roberts Pharmaceutical Chairman and CEO Robert Vukovich noted that the deal "provides Roberts with substantial financial support and potential access to a pipeline of exciting new chemical entities." He added that Roberts' drug development capabilities in North America and the company's "growing sales and marketing strengths will provide Yamanouchi with an option for further expansion in the U.S. and Canadian markets." Yamanouchi has been one of the more aggressive Japanese drug companies in developing a U.S. presence. In May 1989, the Japanese firm entered the U.S. vitamin/nutritional market with the $395 mil. acquisition of Shaklee Corp. In addition, Yamanouchi also holds an equity stake in Northvale, N.J. pharmaceutical R&D start- up Alteon (formerly called Geritech) and has worked with other U.S. biotech firms, including T-Cell Sciences and Biogen. However, Yamanouchi does not have a U.S. pharmaceutical marketing arm unlike Takeda, with its TAP joint venture with Abbott, and Fujisawa, which acquired Lyphomed in 1990. In recent years, three Yamanouchi-discovered pharmaceuticals have been launched in the U.S. by licensing partners -- cefotetan, a cepahalosporin antibiotic marketed by ICI under the tradename Cefotan; nicardipine, a calcium channel blocker marketed by Syntex under the tradename Cardene; and famotidine, an H-2 antagonist anti-ulcer drug marketed by Merck under the tradename Pepcid. Roberts is pursuing an aggressive in-licensing program of already marketed low-revenue drug products and developmental compounds in order to build a product line and drug R&D pipeline. In recent weeks, Roberts announced the acquisition of two non- prescription topical skin products -- Myciguent and Baciguent -- from Upjohn and an agreement in principle to acquire four Wyeth prescription products marketed in the U.K. and Ireland -- Meptid, Baratol, Isordil and HRF.

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