An email I sent to the former President and CEO KN

From: Miki [mailto: miki@jig-inc.com]
Sent: Wednesday, December 26, 2007 8:36 AM
To: KN
Cc:'t-masayama@scskk.com';' h-nakahara@scskk.com'
Subject: About this matter

Mr. KN

Good evening.

This time, I asked Mr. N and Mr. KN about this series of contents.

It is not the kind of allegation that Mr. Nakajima makes.

I became involved in a company called Stem Cell Science , and I was working with a sincere attitude.

Of course, as I said at the shareholder briefing, I believed in the future of Stem Cell Science with Mr. Nakajima.

In response to the expectations of shareholders who have invested 1.4 billion yen, for the goal of IPO

We have been making efforts to popularize diabetes treatment.

At the same time, for the IPO planned next year, we will unravel the history of stem cell science so far.

Furthermore, based on these, as problems and disadvantages of stem cell science,

Why Stem Cell Science is in a state of depression on the verge of bankruptcy

It was necessary to grasp it perfectly, and I verified it with a tax accountant, a certified accountant, a lawyer, etc.

In the process, Mr. Nakajima gave a presentation on hMADS cells this summer.

The problem that the content may come into contact with the law has surfaced, and while it turns out that hMADS cells are ineffective.

He did not file a formal complaint with the University of Nice, made a further press release, and (appeared in the media).

The act of blindly investing investment in research and development, which is not expected to be effective,

It is undeniable that shareholders may file a shareholder proceeding, and for the purpose of collecting investment money this summer.

Even though the clinical content in the presentation was perjury and failed to raise funds,

If that is the case, even if it is attempted, it may come into contact with the law, and we,

If you do not ask Mr. Nakajima and Mr. Nakahara while recognizing that there was an act of these contents,

Later, when this fact was discovered, even we could be said to be in breach of the law, and I asked.

As long as I recognize the content that may touch the law,

The act of asking questions in social responsibility is common sense, and it can be a victim.

After consulting with a lawyer, I decided that I would have to explain to the shareholders.

We are currently working to introduce diabetes treatment to hospitals, and there is also the content that we have introduced diabetes to stem cell science.

Based on this, it is a negative factor for us as well, and of course there is a feeling that we do not want to create such a stain, but

However, as Mr. Nakahara said, "pretending not to see" cannot be done even if you think legally.

I also asked from social responsibility.

Isn't it not the case to say it like an allegation?

Actually, when I started this story with Mr. Nakajima, I asked Mr. Nakajima at the Imperial Hotel.

• How much debt do you have?

• Do you have any other major problems?

I asked. (These two points are important factors in conducting M & A.

Because our diabetes technology is our main technology, and we use it for companies that have problems.

I didn't want to introduce it.

Therefore, even if you accept the content of exchange for shares as suggested by Mr. Nakajima, it will be a problem in the future.

This is because the company that owns the content has decided that it must be refused.

However, at that point, Mr. Nakajima said, "There is nothing wrong with it. Because you said

We have decided to accept the talk because it is a reliable introduction of Professor Gojo.

So, of course, with regard to payment, it means that you will pay after investigating the payee and payment amount.

I have spoken to Mr. Nakajima over and over again.

As a result, the treatise was forged at the payee. I had a question because it included hMADS, which you should know.

At the same time, I was told that there is no contract for a company called Urahama, who was asked to pay in a hurry.

When I heard it and asked it with surprise, the answer changed, such as whether there was a contract or not (what's going on ???????)

I consulted with a lawyer, a certified accountant, etc.

result,

"The scariest thing about M & A is the existence of payees without contracts and unclear debts, etc.

Considering common sense, it is unthinkable that a trader will do the amount of 5 million without a contract. 』\

I was told.

I was surprised and confirmed with Urahama, but after all, I was told that there was no contract.

It is said that he is making a statement, but he should have stopped his research because he was accused of 5 million yen without a contract and forgery of a treatise.

There was a question about why it was necessary to pay, such as the research cost of hMads of about 21 million yen.

I had a feeling of distrust.

At that time, I found a statement from the Board of Directors in the presentation that Dr. Gojo touched the law.

Mr. Nakajima must not be aware of the rudimentary fact that uncertainties cannot be included in documents such as fund raising.

Even if you are not a researcher, if you write something that you can not do and collect money, it violates the law such as fraud.

Everyone knows.

For example, if we raise money from venture capital to say that diabetes treatment has not been successful, but it has been successful.

It's natural to touch the law.

If such content is in writing and submitted by the board of directors, isn't it natural to ask it?

If you are told that you are making a point, for example, we have not been successful in treating diabetes.

He raised money from venture capital on the grounds that he was successful and said, "It touches the law. To those who advised me

"I'm making a statement. It is the same thing as saying, and no matter who thinks, it is far from common sense and social ideas.

Or, even if you recognize such an important content, like Mr. Nakahara's content,

"There is no problem if clinical practice is performed and profits are obtained. 』\

Should I keep the silence even if the act is far from the common sense?

At least we couldn't do that.

While receiving an investment of 1.4 billion from 32 venture capital companies, social responsibility has been laid down.

For those who have acted legitimately, "It's an argument! ".

If these series of contents are actions taken by Mr. Nakajima, not Stem Cell Science,

It may not have been a problem, but at least in the corporate entity called Stem Cell Science aiming for an IPO.

If the wrong thing was done, of course, ask, but if there is a need to clarify the cause and make a mistake,

We need to apologize to our shareholders.

We believe that it is for Stem Cell Science and for shareholders such as Mr. Nakajima.

Our mission is to rebuild this company, Stem Cell Science.

Explain the situation to shareholders who have made an IPO and made an investment that could be a victim

If you need to refund the investment for that amount, refund it and leave it in a pure white state with no stains.

Strived for the spread and listing (reverse merger) of diabetes introduced in stem cell science,

At the same time, we believe that it is to popularize cell transplantation therapy for patients.

At the meeting yesterday, Mr. Nakahara served as an Audit & Supervisory Board Member at a shareholder briefing session.

"Misleading presentation"

He promised that he would make a mistake in what he did.

Mr. Nakajima also eagerly asks shareholders to make mistakes in what they need to make mistakes.

Previously, Mr. Nakajima told me a lie in front of Mr. Shinada and Mr. Murai at the Imperial Hotel.

(Mr. Nakajima told me, "I will sell the holdings of Sosei and Stem Cell Science for 1 yen."

Despite saying, "I didn't say a word like that. ], Is the case that was declared. )

Mr. Nakajima admitted this lie and made a mistake, but it was different from the content at that time.

This case is undeniable that it may come into contact with the law, and considering social responsibility,

I hope that you will make mistakes in the parts that need to be mistaken, and act with the highest public attitude.

I believe in Mr. Nakajima's passion for cell transplantation treatment, which I visited when I first met him.

What should be changed should be changed, and if the presentation is misleading, correct it.

We made mistakes with a sincere attitude toward shareholders, and we couldn't communicate well.

Shouldn't it be repaired?

As you know, Professor Gojo has a very straightforward personality and cannot tolerate lies or lies.

Mr. Nakajima should be well aware that he is a truly reliable person.

In this way, it has become a form of conflict, but please, trust in Professor Gojo.

We sincerely hope that you will continue to do so in the future.

I, Dr. Gojo, and Mr. Nakajima are comrades who sincerely hope for the spread of cell transplantation therapy for patients.

I don't have time to fight like this.

During this time, the patient is suffering and dying.

In fact, when Mr. Nakajima called me the day before yesterday, Mr. Nakajima gave a presentation at this time.

"It was wrong to write it in a misleading way," stating that it was in a clinically feasible state. 』\

At that point, I thought that this matter had been resolved.

I also tell Mr. Nakahara and Mr. Gojo after the phone call.

Life is long.

Of course, Mr. Nakajima is more familiar with that fact than I am, but it's really a trivial matter.

You may make a mistake in the repair method, and for a long time you may feel guilty and regret it.

Mr. Gojo, Mr. Nakajima, and I are not bad people.

Please keep these things in mind and misunderstand the miscommunication caused by this miscommunication.

We kindly ask you to make a decision to unravel as soon as possible.

Ryan Miki