Aventis Pharma Japan: Restructuring of Fujisawa Fisons and Intal® Business

12-Dec-2000

Aventis Pharma Ltd. (Aventis Pharma), Fujisawa Pharmaceutical Co., Ltd. (Fujisawa), and Fujisawa-Fisons Co., Ltd. (Fujisawa Fisons) had been in discussion on a new cooperative relationship in Japan and now have reached the final agreement. The outline of the agreement is as follows:

Outline

1. Contents of Agreement

A therapeutic drug Intal® has been developed and marketed by Fujisawa since 1969 when it obtained the right on its manufacturing, import and sales from Fisons of UK. Although its promotion activities have been so far transferred to Fujisawa Fisons step by step, Fujisawa shall take care of all Intal® business including its promotion activities as from January 2001. Along with the continuation of Intal® business at Fujisawa, half of MRs (approx. 100 MRs) as well as several staffs of present Fujisawa Fisons' employees shall transfer to Fujisawa. Other employees of Fujisawa Fisons shall engage in product promotion activities as well as in respective administrative jobs of Aventis Pharma. Fujisawa Fisons shall purchase and redeem all Fujisawa Fisons' shares presently held by the Fujisawa Group (accordingly, Fujisawa Fison's share will be held wholly by the Aventis Group).

2. Background of Agreement

Fujisawa Fisons was established as a joint venture between Fisons of UK (acquired by Rhône-Poulenc Rorer in 1995) and Fujisawa Pharmaceutical in 1980, and has been promoting Intal® in the Japanese market. Today Fujisawa Fisons is promoting Intal® to general practitioners and co-promoting it with Fujisawa to hospitals. However, Aventis Pharma, created as a result of the merger between Hoechst Marion Roussel and Rhône-Poulenc Rorer, reached to a conclusion based on its strategy to expand the business by focusing on its global strategic brands that it would be better to opt for establishing a different set-up for the Intal® business in Japan. Then, three companies have reached to an agreement that Fujisawa would take over all the Intal® business as it was judged most appropriate for the benefit of patients and healthcare professionals in view of the business experiences of Fujisawa. Upon request from Fujisawa that it would require MRs, scientific staffs, etc. who have been deeply engaged in the Intal® business to continue its business, it was agreed that appr

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