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Charter of Corporate Conduct

April 1, 2005

The Astellas Group seeks to enhance its enterprise value in a sustainable manner through its worldwide business activities and to gain the trust of all stakeholders, including its customers, shareholders, employees, and the global community. To achieve this, we must not only continuously provide stakeholders with value through our business activities, but we must also proactively take measures to ensure legal compliance and corporate accountability and to conserve the environment, based on our recognition of our corporate social responsibility.

This Charter states the Astellas Group's business philosophy (raison d'être, mission, and beliefs) in concrete terms of specific business conduct, and clarifies to our business partners, customers, and society how we will conduct ourselves in our activities.

Senior management within the member companies of the Astellas Group fully recognize that they, first and foremost, must assume responsibility for implementing this Charter in the Group's actual business activities. Executives shall not only lead by example, but shall also take necessary action to ensure that all employees are aware of the Charter and to develop and implement internal systems and training that will ensure ethical corporate conduct at all times. In the event of a violation of the principles of this Charter, the company executives shall investigate the cause of the violation and implement reforms designed to prevent its recurrence. In addition to the timely disclosure of appropriate information regarding the violation, responsibility for the violation shall be attributed and disciplinary action taken including senior management, where necessary.

The member companies of the Astellas Group shall observe both the spirit as well as the letter of all laws and regulations applying to their activities and conduct themselves in accordance with the following ten principles based on high ethical standards.

  1. Providing beneficial products
  2. Maintaining high ethical standards
  3. Fulfilling disclosure requirements and transparency
  4. Fair and free competition
  5. Ensuring sustainable benefits
  6. Promoting employee welfare
  7. Respect for different cultures
  8. Promoting environmental conservation
  9. Engaging in philanthropic activities
  10. Selecting ethical business partners

[Scope of Applicability]
This Charter applies to Astellas Pharma Inc. and all member companies of the Astellas Group located in Japan or overseas.