UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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EGALET CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.001 per Share
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(Title of Class of Securities)
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28226B104
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(CUSIP Number)
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Shinya Matsuzawa
Corporate Officer, Vice President
Legal Affairs Department
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku,
Osaka 541-0045, Japan
+81 6 6202 2161
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Takashi Takenoshita
Chief Executive Officer
Shionogi Limited
33 Kingsway
London, WC2B 6UF, United Kingdom
+44 20 3053 4199
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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April 1, 2014
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No.
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28226B104
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1.
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Names of Reporting Person:
Shionogi & Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6.
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Citizenship or Place of Organization:
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
1,250,000
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
1,250,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,250,000
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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o
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13.
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Percent of Class Represented by Amount in Row (11):
7.24%*
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14.
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Type of Reporting Person (See Instructions):
CO
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CUSIP No.
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28226B104
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1.
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Names of Reporting Person:
Shionogi Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6.
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Citizenship or Place of Organization:
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power:
0
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8.
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Shared Voting Power:
1,250,000
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9.
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Sole Dispositive Power:
0
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10.
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Shared Dispositive Power:
1,250,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,250,000
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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o
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13.
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Percent of Class Represented by Amount in Row (11):
7.24%*
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14.
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Type of Reporting Person (See Instructions):
CO
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Exhibit Number
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Description
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1.
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Joint Filing Agreement dated as of July 14, 2014 by and between Shionogi & Co., Ltd. and Shionogi Limited
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Shionogi & Co., Ltd.
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By:
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/s/ Shinya Matsuzawa
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Name:
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Shinya Matsuzawa
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Title:
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Corporate Officer
Vice President
Legal Affairs Department
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Shionogi Limited
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By:
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/s/ Takashi Takenoshita
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Name:
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Takashi Takenoshita
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Title:
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Chief Executive Officer
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Name
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Principal Occupation or Employment
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Name, Principal Business and Address of Other Corporation or Organization (if different)
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Citizenship
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Motozo Shiono
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Chairman of the Board and Representative Director
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Japan
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Isao Teshirogi, Ph.D.
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President and CEO, Members of the Board
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Japan
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Akio Nomura
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Members of the Board
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The Royal Hotel, Ltd.
3-68, Nakanoshima 5-chome, Kita-ku, Osaka 530-0005 Japan
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Japan
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Teppei Mogi
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Members of the Board
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Oh-Ebashi LPC & Partners
27F Nakanoshima Festival Tower
3-18, Nakanoshima 2-chome, Kita-ku, Osaka 530-0005 Japan
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Japan
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Katsuhiko Machida
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Members of the Board
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Sekisui House, Ltd.
1-88, Oyodonaka 1-chome, Kita-ku, Osaka, 531-0076, Japan
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Japan
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Takuko Sawada
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Senior Executive Officer
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Japan
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Takuo Fukuda
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Executive Officer
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Japan
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Ryuichi Kume, Ph.D.
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Executive Officer
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Japan
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Yoshiaki Kamoya
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Executive Officer
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Japan
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Hirosato Kondo, Ph.D.
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Corporate Officer
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Japan
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Kohji Hanasaki, Ph.D.
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Corporate Officer
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Japan
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Takayuki Yoshioka, Ph.D.
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Corporate Officer
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Japan
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Kiyoshi Nagata, Ph.D.
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Corporate Officer
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Japan
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Kazuhiro Hatanaka
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Corporate Officer
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Japan
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Masaaki Takeyasu
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Corporate Officer
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Japan
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John Keller, Ph.D.
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Corporate Officer
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Shionogi Inc.
300 Campus Drive, Florham Park,
NJ 07932, USA
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United States
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Shinya Matsuzawa
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Corporate Officer
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Japan
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Name
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Principal Occupation or Employment
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Name, Principal Business and Address of Other Corporation or Organization (if different)
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Citizenship
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Takashi Takenoshita
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Chief Executive Officer, Members of the Board
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Japan
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Isao Teshirogi, Ph. D.
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Members of the Board
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Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
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Japan
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Takuko Sawada
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Members of the Board
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Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
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Japan
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Masaaki Takeyasu
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Members of the Board
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Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
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Japan
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Yuji Hosogai
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Members of the Board
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Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
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Japan
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EXHIBIT 1
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Shionogi & Co., Ltd.
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By:
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/s/ Shinya Matsuzawa
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Name:
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Shinya Matsuzawa
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Title:
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Corporate Officer
Vice President
Legal Affairs Department
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Shionogi Limited
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By:
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/s/ Takashi Takenoshita
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Name:
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Takashi Takenoshita
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Title:
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Chief Executive Officer
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