SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

SEPRACOR INC.

(Name of Subject Company)

APTIOM, INC.

DAINIPPON SUMITOMO PHARMA CO., LTD.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(INCLUDING ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

(Title of Class of Securities)

817315104

(CUSIP Number of Class of Securities)

Noriaki Okuda

Director, Legal Affairs

Dainippon Sumitomo Pharma Co., Ltd.

6-8, Doshomachi 2-Chome, Chuo-Ku, Osaka, 541-0045, Japan

Tel: +81-6-6203-4690

Fax: +81-6-6203-2129

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Toby S. Myerson, Esq.

Ariel J. Deckelbaum, Esq.

1285 Avenue of the Americas

New York, NY 10019-6064

United States

Phone 212-373-3000

Fax 212-757-3990

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,580,590,247	$143,996.94

*Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $23.00 cash per share (i) all 110,992,118 outstanding shares of common stock of Sepracor; (ii) all restricted stock units with respect to 58,711 shares of common stock of Sepracor; and (iii) all outstanding options with an exercise price equal to or less than $23.00 with respect to 4,376,328 shares of common stock of Sepracor net of the weighted average exercise price of $16.96 per share option, in each case as of August 31, 2009, the most recent practicable date.

**The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00005580.

xCheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$143,996.94	Filing Party:	Aptiom, Inc. and Dainippon Sumitomo Pharma Co., Ltd.
Form or Registration No.:	Schedule TO	Date Filed:	September 15, 2009

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on September 15, 2009, as amended and supplemented by Amendment No. 1 filed on September 24, 2009 and Amendment No. 2 filed on October 2, 2009 (as so amended and supplemented, the “Schedule TO”) filed by Aptiom, Inc. (“Offeror”), a Delaware corporation and an indirect wholly-owned subsidiary of Dainippon Sumitomo Pharma Co., Ltd. (“DSP”), a corporation organized under the laws of Japan, to purchase all of the outstanding shares of common stock, par value $0.10 per share (together with the associated preferred stock purchase rights, each a “Share” and collectively, the “Shares”), of Sepracor Inc., a Delaware corporation (“Sepracor”), at a purchase price of $23.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 15, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). The Schedule TO was filed on behalf of Offeror and DSP.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

The information in the Offer to Purchase and the Letter of Transmittal is incorporated into this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.

ITEM 11.  ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

“The initial period of the Offer expired at 12:00 Midnight, New York City time, on Tuesday, October 13, 2009.  According to the Depositary, as of the expiration of the initial offering period, a total of approximately 86,913,744 Shares were validly tendered and not properly withdrawn in the Offer (excluding Shares tendered through notices of guaranteed delivery), which represent approximately 78.2% of all issued and outstanding shares of Sepracor common stock.  13,881,625 additional Shares were tendered through notices of guaranteed delivery.  Offeror has accepted for payment all Shares that were validly tendered and not properly withdrawn in the Offer, and payment for such Shares will be made promptly, in accordance with the terms of the Offer.

On October 14, 2009, DSP and Sepracor issued a joint press release and DSP issued an additional press release in Japan announcing the results of the Offer and that Offeror has commenced a Subsequent Offering Period for all remaining untendered Shares expiring at 5:00 p.m., New York City time, on Monday, October 19, 2009.  During the Subsequent Offering Period, holders of Shares who did not previously tender their Shares in the Offer may do so and will promptly receive the same $23.00 per Share cash consideration paid during the initial offering period.  Offeror will immediately accept for payment all Shares validly tendered during this Subsequent Offering Period, and payment will be made promptly after acceptance, in accordance with the terms of the Offer.  The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period are the same as those described for the Offer in the Offer to Purchase, except that (i) guaranteed delivery procedures may not be used during the Subsequent Offering Period and (ii) Shares tendered during the Subsequent Offering Period may not be withdrawn.

The full texts of the joint press release issued by DSP and Sepracor and the additional press release issued in Japan by DSP announcing, among other things, the Subsequent Offering Period are filed as Exhibit (a)(5)(C) and Exhibit (a)(5)(D), respectively, hereto and are incorporated herein by reference.”

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(C)  Joint Press Release, dated October 14, 2009, issued by DSP and Sepracor.

(a)(5)(D)  Additional Press Release, dated October 14, 2009, issued by DSP.”

2

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 14, 2009	APTIOM, INC.
	By:	/s/ Nobuhiko Tamura
		Name: Nobuhiko Tamura
		Title: President
Dated: October 14, 2009	DAINIPPON SUMITOMO PHARMA CO., LTD.
	By:	/s/ Yutaka Takeuchi
		Name: Yutaka Takeuchi
		Title: Member, Board of Directors,and Executive Officer

3

EXHIBIT INDEX

Exhibit Number	Document
(a)(1)(A)*	Offer to Purchase, dated September 15, 2009.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(1)(C)*	Form of Notice of Guaranteed Delivery.
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*	Form of Summary Advertisement as published in The Wall Street Journal on September 15, 2009.
(a)(5)(A)*	Joint Press Release, dated September 3, 2009, issued by DSP and Sepracor (incorporated by reference to the Schedule TO-C filed by Offeror and DSP with the SEC on September 3, 2009).
(a)(5)(B)*	Additional Press Release, dated September 3, 2009, issued by DSP (incorporated by reference to the Schedule TO-C filed by Offeror and DSP with the SEC on September 3, 2009).
(a)(5)(C)**	Joint Press Release, dated October 14, 2009, issued by DSP and Sepracor.
(a)(5)(D)**	Additional Press Release, dated October 14, 2009, issued by DSP.
(b)(1)*	Debt Commitment Letter between Sumitomo Mitsui Banking Corporation and DSP, dated August 31, 2009.
(c)	Not applicable.
(d)(1)*	Agreement and Plan of Merger, dated as of September 3, 2009, among DSP, Offeror and Sepracor (incorporated by reference to Exhibit 2.1 to Sepracor’s Current Report on Form 8-K, File No. 000-19410, filed with the SEC on September 3, 2009).
(d)(2)*	Confidentiality Agreement, dated June 13, 2009, between Sepracor and DSP (incorporated by reference to Exhibit (e)(3) to Schedule 14D-9 filed by Sepracor with the SEC on September 15, 2009).
(d)(3)*	Exclusivity Agreement, dated as of August 17, 2009 (incorporated by reference to Exhibit (e)(4) to the Schedule 14D-9 filed by Sepracor with the SEC on September 15, 2009).
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

*  Previously filed.

** Filed herewith.

4

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Joint Press Release

For Immediate Release

Company Name:  Dainippon Sumitomo Pharma Co., Ltd.

Representative:  Masayo Tada, President

(Securities Code: 4506, 1st Section of TSE and OSE)

Contact:  Atsuko Higuchi, Director, Public Relations

Phone: 06-6203-1407

Company Name:  Sepracor Inc.

Representative:  Adrian Adams, President and Chief Executive Officer

Contact:  Jonaé R. Barnes,

Sr. Vice President, Investor Relations and Corporate Communications

Phone:   (508) 481-6700

DAINIPPON SUMITOMO PHARMA CO., LTD. AND SEPRACOR INC.

ANNOUNCE SUCCESSFUL TENDER OFFER AND
COMMENCEMENT OF SUBSEQUENT OFFERING PERIOD

OSAKA, Japan and MARLBOROUGH, Mass. – Oct. 14, 2009 - Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc. (“Sepracor”) (NASDAQ: SEPR) today announce the successful completion of the tender offer by DSP’s indirect wholly-owned subsidiary, Aptiom, Inc. (“Offeror”), to acquire all outstanding shares of common stock of Sepracor for $23.00 per share in cash.  The initial offering period expired, as scheduled, at 12:00 midnight, New York City time, at the end of the day on Tuesday, October 13, 2009.  The depositary for the tender offer has advised DSP that, as of the expiration of the initial offering period, a total of approximately 86,913,744 shares (excluding shares tendered through notices of guaranteed delivery) were validly tendered to Offeror and not properly withdrawn, representing approximately 78.2% of the shares outstanding.  13,881,625 additional shares were tendered through notices of guaranteed delivery.  Offeror has accepted all shares that were validly tendered and not properly withdrawn during the initial offering period.  Payment for such shares will be made promptly, in accordance with the terms of the offer.

DSP also announced that Offeror will provide a subsequent offering period for all remaining shares of Sepracor common stock to permit stockholders who have not yet tendered their shares to do so.  This subsequent offering period will expire at 5:00 p.m., New York City time, on Monday, October 19, 2009.  The same $23.00 per share cash consideration offered during the initial offering period will be paid to holders of Sepracor’s common stock who tender their shares during the subsequent offering period.  The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.

Additional Information and Where to Find It

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL SEPRACOR’S COMMON STOCK.  THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) THAT WAS FILED BY OFFEROR WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON SEPTEMBER 15, 2009.  THESE MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED WITH THE SEC BY SEPRACOR ON SEPTEMBER 15, 2009, AS THEY HAVE BEEN AMENDED AND SUPPLEMENTED AND MAY FURTHER BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.  INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY OFFEROR WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.  THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, GEORGESON INC., AT 1-212-440-9800

FOR BANKS AND BROKERS AND TOLL FREE AT 1-888-877-5330 FOR STOCKHOLDERS AND ALL OTHERS, OR BY WRITING TO 199 WATER STREET, 26TH FLOOR, NEW YORK, NY 10038.  INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THESE DOCUMENTS THAT ARE FILED WITH THE SEC FROM SEPRACOR AT HTTP://WWW.SEPRACOR.COM.

About DSP

DSP is a multi-billion dollar, top-ten listed pharmaceutical company in Japan with a diverse portfolio of pharmaceutical, animal health and food and specialty products. DSP’s strong research and development presence in the areas of central nervous system, diabetes, cardiovascular disease, and inflammation/allergy, is based on the merger in 2005 between Sumitomo Pharmaceuticals Co., Ltd., and Dainippon Pharmaceutical Co., Ltd. Today, DSP has approximately 5,000 employees worldwide. Additional information about DSP is available through its corporate web site at http://www.ds-pharma.co.jp.

About Sepracor

Sepracor is a fully integrated specialty pharmaceutical company dedicated to treating and preventing human disease by discovering, developing and commercializing innovative pharmaceutical products that are directed toward serving large and growing markets and unmet medical needs. Sepracor’s drug development, corporate development, and licensing efforts have yielded a portfolio of pharmaceutical products and candidates with a focus on respiratory and central nervous system disorders. Sepracor’s currently marketed products in the U.S. include LUNESTA® brand eszopiclone, XOPENEX® brand levalbuterol HCl Inhalation Solution, XOPENEX HFA® brand levalbuterol tartrate Inhalation Aerosol, BROVANA® brand arformoterol tartrate Inhalation Solution, OMNARIS® brand ciclesonide Nasal Spray and ALVESCO® brand ciclesonide HFA Inhalation Aerosol. Sepracor’s wholly owned subsidiary, Sepracor Pharmaceuticals, Inc., markets several additional products in Canada that are focused in the cardiovascular, central nervous system, pain and infectious disease therapeutic areas. Sepracor has approximately 2,100 employees worldwide. Additional information about Sepracor is available through its corporate web site at http://www.sepracor.com.

Forward-Looking Statements

This announcement contains forward-looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “plans,” “expects”, “could”, “should” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; statements regarding the anticipated timing of payment for shares validly tendered and not properly withdrawn in the offer; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect DSP’s or Sepracor’s (as applicable) current perspective on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond Sepracor’s or DSP’s control. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Sepracor stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities, other business effects, including the effects of industry, economic or political conditions outside of Sepracor’s or DSP’s control; transaction costs; actual or contingent liabilities; or other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by Sepracor, as well as the tender offer documents filed by Offeror and the Solicitation/Recommendation Statement filed by Sepracor. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on either Sepracor’s or DSP’s results of operations or financial condition. Neither Sepracor nor DSP undertakes any obligation to update or revise any forward-looking statements as a result of new information, future developments or otherwise.

Lunesta, Xopenex, Xopenex HFA and Brovana are registered trademarks of Sepracor Inc.  Omnaris and Alvesco are registered trademarks of Nycomed GmbH.

For a copy of this release or any recent release, visit Sepracor’s web site at http://www.sepracor.com.

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

October 14, 2009

For Immediate Release

Company Name:  Dainippon Sumitomo Pharma Co., Ltd.

Representative:  Masayo Tada, President

(Securities Code: 4506, 1st Section of TSE and OSE)

Contact:  Atsuko Higuchi, Director, Public Relations

(Phone: +816-6203-1407)

Dainippon Sumitomo Pharma Co., Ltd. Completes Tender Offer for Sepracor Inc.

Dainippon Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; President: Masayo Tada; hereafter, “DSP”) today announced the successful completion of a tender offer (the “Tender Offer”) launched by Aptiom, Inc. (Head Office: Delaware, USA; hereafter, “Aptiom”), a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc. (Head Office: New Jersey, USA; hereafter, “U.S. Holding Company”), which is a holding company wholly owned by DSP, for all of the outstanding common shares of Sepracor Inc. (Head Office: Marlborough, Massachusetts, USA; President and CEO: Adrian Adams; listed on NASDAQ; hereafter, “Sepracor”).  The Tender Offer was launched on September 15, 2009 (New York City Time) and was completed at midnight at the end of the day on October 13, 2009 (New York City Time).

1.  Outline of the Tender Offer

(1)Acquirer:  Aptiom

(2)Tender Offer Target:  Sepracor

(3)Type of Stock to be Purchased:  Common Stock (including the associated preferred stock purchase rights)

(4)Tender Offer Period:

From September 15, 2009 through October 13, 2009 (20 business days)

(5)Tender Offer Price:  $23.00 per share in cash, without interest, subject to applicable withholding of taxes

(6)Minimum Number of Shares to be Purchased:

The number of tendered shares must be equal to at least a majority of the total outstanding shares of Sepracor’s common stock on a fully diluted basis (as defined in the definitive agreement) as of the expiration of the Tender Offer.

2.Results of the Tender Offer

(1)Status of Tendered Shares (as of 00:00, October 14, 2009, New York City Time)

Ratio of the number of shares planned to be purchased to the number of outstanding shares:  100%

Ratio of the number of currently tendered shares to the number of outstanding shares: approximately 78.2%

(Excluding approximately 12.5% (13,881,625 shares) tendered through Notice of Guaranteed Delivery (*1))

(2)Outcome of the Tender Offer:

Since the number of tendered shares satisfies the Minimum Condition set forth in 1.(6), DSP will purchase all tendered shares.

(3)Funds necessary for the payment for all tendered shares:  Approximately $2.0 billion

3.After Completion of the Tender Offer

Aptiom has commenced a subsequent offering period (*2) to acquire all of the remaining shares of Sepracor that were not tendered in the initial offering period. The subsequent offering period will commence on October 14, 2009 and will expire at 17:00, October 19, 2009 (New York City Time). During the subsequent offering period, holders of shares of Sepracor common stock who did not previously tender their shares in the offer may do so under the same conditions as during the initial offering period except: (1) shares cannot be delivered by using the guaranteed delivery procedure, and (2) pursuant to applicable law, shares tendered during the subsequent offer period may not be withdrawn.

After expiration of the subsequent offering period, if Aptiom obtains at least 90% of the outstanding shares of Sepracor, Aptiom will implement a short-form merger (a merger procedure permitted under Delaware law which does not require a general shareholders’ meeting), whereby Aptiom will be merged into Sepracor and Sepracor will continue as the surviving company.  As a result, Sepracor will become a wholly-owned subsidiary of U.S. Holding Company and trading of Sepracor common stock on the NASDAQ Global Select Market will cease and Sepracor’s reporting obligations will be suspended. Upon the short-form merger, non-tendered shares of Sepracor will automatically be cancelled and, subject to the exercise of statutory appraisal rights under Delaware law, converted into the right to receive $23.00 per share in cash, without interest, subject to applicable withholding of taxes.

Details of the financial impact from the Tender Offer will be announced in due course.

(*1)  Notice of Guaranteed Delivery

Notice of Guaranteed Delivery is a document enabling a stockholder who is unable for certain reasons to complete the required procedures to tender shares prior to the expiration of the tender offer to do so through an eligible financial institution within three trading days following the closing of the tender offer.

(*2)  Subsequent Offering Period

After the initial offering period, a subsequent offering period during which shares may be tendered may be provided to shareholders of the tender offer target who did not tender their shares prior to the expiration of the initial offering period.

Forward-Looking Statements

This announcement contains forward-looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “will,” “believes,” “anticipates,” “plans,” “expects,” “could,” “should” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the merger and the other transactions discussed herein; statements regarding the ability to complete the transaction considering the various closing conditions; statements regarding the anticipated timing of payment for shares validly tendered and not properly withdrawn in the offer; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect DSP’s current perspective on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond DSP’s control. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the merger; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities, other business effects, including the effects of industry, economic or political conditions outside of DSP’s control; transaction costs; actual or contingent liabilities; or other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission (SEC) by Sepracor, as well as the tender offer documents filed by Aptiom and the Solicitation/Recommendation Statement filed by Sepracor. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on DSP’s results of operations or financial condition. DSP does not undertake any obligation to update or revise any forward-looking statements as a result of new information, future developments or otherwise.

Additional Information

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL SEPRACOR’S COMMON STOCK.  THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) THAT WAS FILED BY APTIOM WITH THE SEC ON SEPTEMBER 15, 2009.  THESE MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED WITH THE SEC BY SEPRACOR ON SEPTEMBER 15, 2009, AS THEY HAVE BEEN AMENDED AND SUPPLEMENTED AND MAY FURTHER BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.  INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY APTIOM WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV.  THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, GEORGESON INC., AT 1-212-440-9800 FOR BANKS AND BROKERS AND TOLL FREE AT 1-888-877-5330 FOR STOCKHOLDERS AND ALL OTHERS, OR BY WRITING TO 199 WATER STREET, 26TH FLOOR, NEW YORK, NY 10038.  INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THESE DOCUMENTS THAT ARE FILED WITH THE SEC FROM SEPRACOR AT HTTP://WWW.SEPRACOR.COM.