Signing of an acquisition of a controlling interest in Novagali Pharma S.A. by Santen Pharmaceutical Co., Ltd.

Osaka, Japan and Évry, France, September 28, 2011 – Santen Pharmaceutical Co., Ltd. (Osaka, Ticker Code 4536JP) (hereafter “Santen”), a leading Japanese pharmaceutical company, and Novagali Pharma S.A. (hereafter “Novagali”), a French biopharmaceutical company specializing in ophthalmology and focusing on new ocular therapeutics, announce today that Santen, Novagali and certain of its shareholders, including the funds managed by Edmond de Rothschild Investment Partners, Auriga Partners, IdInvest Partners and CDC Innovation, have entered into a share purchase agreement (hereafter “SPA”), whereby Santen shall acquire shares representing 50.55%1 of the share capital of Novagali for a cash consideration of €6.15 per share, representing a premium of 71.3% over the last traded price as of September 27, 2011, which may be increased to €6.25 as described below (the “Block Purchase”). The Block Purchase is not subject to any conditions and is expected to be completed in the next few days. The shares of Novagali Pharma are listed on NYSE Euronext Paris - Compartment C.

 Santen intends to promptly purchase all remaining shares of Novagali at the same price per share and will consequently file a mandatory tender offer (offre publique obligatoire) with the French Autorité des marchés financiers (“AMF”) in accordance with article 234-2 et seq. of the general regulations of the AMF (the “Tender Offer”). Santen intends to implement a mandatory squeeze-out of remaining shares of Novagali in the event, Santen would hold, following the Tender Offer, at least 95%of the shares and voting rights of Novagali.

In the event that upon completion of the Tender Offer Santen holds at least 95% of the share capital and voting rights of Novagali, the price per Novagali share to be paid to all Novagali shareholders who sold their shares as part of the Block Purchase or tendered their shares into the Tender Offer shall be increased by an additional €0.10 per share, representing an aggregate price of €6.25 and a premium of 74.1% over the last traded price as of September 27, 2011... [PDF] Santen Pharmaceutical's Press Release - [PDF] Novagali Pharma社の買収（子会社化）について - [PDF] Novagali Pharma's Press Release - PDF du communiqué de presse de Novagali Pharma -