FUJIFILM to Acquire Merck Biomanufacturing Network

TOKYO and WHITEHOUSE STATION, NJ., February 28, 2011 – FUJIFILM Corporation and Merck (NYSE:MRK), known as MSD outside the United States and Canada, today announced they have entered into a definitive agreement by which FUJIFILM will acquire the Merck BioManufacturing Network, a leading provider of contract manufacturing and development services for the biopharmaceutical industry and wholly owned by Merck.

“FUJIFILM continues to build upon its ongoing commitment to delivering pharmaceutical business,” said Shigetaka Komori, president and chief executive officer of FUJIFILM Corporation. “This acquisition provides an important addition to our pharmaceutical business with diverse capabilities and technical expertise in production of protein therapeutics.”

Under the terms of the agreement, FUJIFILM will purchase all of the equity interests in two Merck subsidiaries (Diosynth RTP, LLC and MSD Biologics (UK) Limited) which together own all assets of the Merck BioManufacturing Network comprising facilities located in Research Triangle Park, North Carolina (Diosynth RTP, LLC) and Billingham, UK (MSD Biologics (UK) Limited); and including manufacturing contracts; business support operations and a highly skilled workforce. As part of the agreement with FUJIFILM, Merck/ MSD has committed to certain continued development and manufacturing activities with these two companies. Financial details of the transaction were not disclosed.

“When Merck/ MSD combined its biopharmaceutical manufacturing services businesses in the United States and U.K, into the Merck BioManufacturing Network, we established one of the world’s leading biopharmaceutical contract manufacturing organizations,” said Willie A. Deese,executive vice president and president, Merck Manufacturing Division. “With this transaction, Merck/ MSD becomes a key customer that will continue to benefit from the expertise and experience of the combined businesses in biologics development and manufacturing.”

The effectiveness of the agreement is subject to the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, if applicable, as well as other customary closing conditions