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YAMANOUCHI PHARMACEUTICAL CO. AND ROBERTS PHARMACEUTICALS SIGN DEFINITIVE EQUITY INVESTMENT AGREEMENT

 YAMANOUCHI PHARMACEUTICAL CO. AND ROBERTS PHARMACEUTICALS SIGN
 DEFINITIVE EQUITY INVESTMENT AGREEMENT
 EATONTOWN, N.J., Jan. 22 /PRNewswire/ -- As a follow-up to the previously announced Letter of Intent (Dec. 23, 1991), Roberts Pharmceutical Corporation (NASDAQ: RPCX) of Eatontown announced today that Roberts and Yamanouchi Pharmaceutical Co., Ltd. of Tokyo, Japan, have signed a definitive agreement for the purchase, by a U.S. subsidiary of Yamanouchi, of 4,000,000 newly issued shares of the company's common stock for an aggregate purchase price of approximately $95 million.
 The per share purchase price of $23.84 represents the average of the closing sale prices of Roberts common stock for the 20 trading days ended Dec. 19, 1991, the day prior to signing of the previously announced Letter of Intent between the two companies. The purchase price may be reduced upon the occurrence of certain conditions. The stock purchase will increase the number of shares of Roberts common stock outstanding from 9.8 million to 13.8 million shares and will result in Yamanouchi having an approximately 29 percent ownership interest in Roberts. The investment, which is expected to be concluded in March 1992, will provide Yamanouchi with up to two seats on Roberts' board of directors. The transaction is subject to final approval by Roberts shareholders and the obtaining of regulatory approvals.
 The signed agreement provides that Yamanouchi will not increase its percentage ownership in Roberts above 30 percent for a three-year period; however, Yamanouchi does have the right to purchase additional shares of Roberts common stock to maintain its percentage ownership in the event Roberts issues additional shares of its common stock. Yamanouchi will have a right of first refusal, subject to customary exceptions, to acquire any shares sold by Robert A. Vukovich, the company's founder, chairman and CEO, and currently the largest shareholder, provided Yamanouchi's ownership does not exceed the 30 percent standstill limit. Yamanouchi also has been granted certain customary stock registration rights.
 The agreement provides that Roberts will not take any action to prevent the acquisition by Yamanouchi of additional shares of Roberts common stock following the three-year standstill period, provided that the acquisition is made by a tender offer for all the outstanding shares of Roberts common stock. In this connection, Vukovich, in his capacity as a shareholder of Roberts, has agreed that if following the three-year standstill period Yamanouchi makes an offer to acquire Roberts, and the offer is fair to the shareholders of Roberts, Vukovich will support the offer. However, Yamanouchi has no obligation to make an offer to acquire Roberts.
 The agreement also provides that Yamanouchi and the company will consult on certain major transactions by the company and will explore potential areas of commercial cooperation, including among others use of the company's drug development, marketing and sales infrastructure for Yamanouchi's products, mutual assistance in obtaining governmental approvals for product sales, and utilization by the company of the manufacturing capabilities of Yamanouchi or its affiliates.
 The proceeds to Roberts of the investment, net of expenses, will be used by Roberts for the acceleration of new product development programs, possible future acquisitions and other corporate expansion purposes.
 Vukovich stated, "Yamanouchi and Roberts have developed an excellent spirit of cooperation. We look forward to the growth channels which will be opened to both Roberts and Yamanouchi."
 Yamanouchi Pharmaceutical Co., Ltd., a leader in Japan's growing pharmaceutical industry, is engaged in the research, manufacture, and marketing of a broad range of ethical and over-the-counter drugs. Current worldwide annual sales exceed $2 billion. Yamanouchi has expanded its worldwide operations through licensing, research activities, manufacturing in Ireland and the acquisitions of Shaklee Corporation in the United States and Brocades Pharma BV in Europe. These activities represent important steps for Yamanouchi to build a global healthcare presence.
 Roberts Pharmaceutical Corporation is engaged in the business of acquiring, developing and marketing human pharmaceuticals in the United States and abroad. The company is developing late stage pharmaceuticals for the treatment of cancer, respiratory disease, endocrine disorders, pain management, cardiovascular and urologic conditions. Roberts currently markets a line of prescription and non-prescription pharmaceuticals in the United States and abroad.
 -0- 1/22/92
 /CONTACT: Anthony P. Maris of Roberts Pharmaceuticals, 908-389-1182/
 (RPCX) CO: Roberts Pharmaceutical Corporation; Yamanouchi Pharmaceutical Co. ST: New Jersey IN: MTC SU:


GK-OH -- NY017 -- 2117 01/22/92 09:32 EST
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Date:Jan 22, 1992
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