N/A

In arriving at its opinion, Merrill Lynch made qualitative judgments as to the significance and relevance of each analysis and factor considered by it. Accordingly, Merrill Lynch believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create an incomplete view of the processes underlying such analyses and its opinion. In its analyses, Merrill Lynch made numerous assumptions with respect to Kyowa Hakko, Kirin Pharma, industry performance and regulatory environment, general business, economic, market and financial conditions, as well as other matters, many of which are beyond the control of Kyowa Hakko and involve the application of complex methodologies and educated judgment.

The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances, and therefore, such an opinion is not readily susceptible to partial analysis or summary description. No company, business or transaction used in those analyses as a comparison is identical to Kyowa Hakko, Kirin Pharma or the Share Exchange, nor is an evaluation of the results of those analyses entirely mathematical; rather, it involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the transactions, public trading or other values of the companies, business segments or transactions being analyzed. The estimates contained in those analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual results or values or predictive of future results or values, which may be significantly more or less favorable than those suggested by those analyses. In addition, analyses relating to the value of businesses or securities are not appraisals and may not reflect the prices at which businesses, companies or securities actually may be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty.

Merrill Lynch's opinion is for the use and benefit of the Board of Directors of Kyowa Hakko. Merrill Lynch's opinion does not address the merits of the underlying decision by Kyowa Hakko to engage in the Share Exchange and does not constitute a recommendation to any shareholder of Kyowa Hakko as to how such shareholder should exercise his or her voting or other rights with respect to the proposed share exchange (including whether dissenting shareholders should exercise the right to redeem their shares). In addition, Kyowa Hakko did not ask Merrill Lynch to address, and Merrill Lynch's opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Kyowa Hakko, other than the holders of Kyowa Hakko's shares of common stock. Merrill Lynch does not express any opinion as to the prices at which the shares of Kyowa Hakko will trade following the announcement of the Share Exchange Agreement or the consummation of the Share Exchange.

In giving this opinion, JPMorgan relied upon and assumed, without duty to independently verify, the accuracy and completeness of all information that was publicly available or was furnished to JPMorgan by Kirin Holdings, Kirin Pharma or Kyowa Hakko, or information discussed with Kirin Holdings, Kirin Pharma or Kyowa Hakko and information that JPMorgan reviewed or which was reviewed for JPMorgan. JPMorgan has not conducted any valuation or appraisal of any asset or liabilities and have not been provided with any such valuations or appraisals, nor has JPMorgan evaluated the solvency of Kirin Holdings, Kirin Pharma or Kyowa Hakko or any of their respective subsidiaries under applicable laws and regulations relating to bankruptcy, insolvency or similar matters. JPMorgan has relied on financial analyses and forecasts provided (including synergies) from Kirin Holdings, Kirin Pharma and Kyowa Hakko, and has assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial conditions of Kirin Holdings, Kirin Pharma and Kyowa Hakko. JPMorgan does not express any view on such financial analyses or forecasts provided (including synergies) or on the assumptions forming the basis of such financial analyses or forecasts. JPMorgan has assumed that the execution copy of the Integration Agreement and the Share Exchange Agreement will not differ, in any material respect, from the drafts furnished to JPMorgan. JPMorgan relied as to all legal matters relevant to rendering their opinion upon the advice of counsel. Furthermore, JPMorgan assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Strategic Alliance will be obtained without any adverse effect on Kirin Holdings, Kirin Pharma, and Kyowa Hakko, or on any anticipated profits of the implementation of the Strategic Alliance.

This opinion expressed by JPMorgan is necessarily based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that JPMorgan does not have any obligation to update, revise, or reaffirm this opinion. JPMorgan's opinion is limited to the fairness, from a financial point of view, of the total purchase price of the common stock of Kyowa Hakko to the shareholders of Kirin Holdings, and do not express any opinion as to other security holders, creditors or other constituencies of Kirin Holding on their fairness of the Strategic Alliance or the total purchase price or the appropriateness of the underlying decision by Kirin Holdings to proceed with the Strategic Alliance. JPMorgan does not express any opinion as to the prices at which the common shares of Kirin Holdings or common shares of Kyowa Hakko will trade in the future.

JPMorgan has acted as financial advisor to Kirin Holdings with respect to the Strategic Alliance and will receive fees from Kirin Holdings. Furthermore, Kirin Holdings has agreed to indemnify JPMorgan against certain liabilities arising out of its role as a financial advisor. JPMorgan or its affiliates have, to date, provided other investment banking services to Kirin Holdings. JPMorgan or its affiliates may, during the ordinary course of business, engage in transactions for its own account or for customers' accounts with respect to bond certificates or equity securities of Kirin Holdings, Kirin Pharma or Kyowa Hakko. Accordingly, JPMorgan or its affiliates may possibly hold a long position or short position with respect to these shares at any time.