New business model that implements managerial autonomy
In 2002 Chugai completed a strategic alliance with the global pharmaceutical company, Roche, making us a member of the Roche Group.
In October 2002, Chugai merged with Nippon Roche based on a strategic alliance agreement with Roche, one of the world’s leading pharmaceutical companies, and Roche acquired a majority of Chugai’s stock. Chugai became a member of the Roche Group.
Established in 1896 and headquartered in Basel, Switzerland, Roche is the No. 1 pharmaceutical company in the world by revenues, with business operations in more than 150 countries. The Roche Group contributes to medicine through its two business segments of pharmaceuticals and diagnostics.
Successful new business model featuring management autonomy and no change in company name or CEO.
Roche holds 59.89% of Chugai’s outstanding shares based on the strategic alliance agreement. (61.16% of the total number of shares issued excluding treasury stock) However, unlike typical mergers, the company name and CEO of Chugai were not changed, and the agreement allowed Chugai to maintain its management autonomy. In addition, both parties agreed to cooperate to keep Chugai a listed company on the first section of the Tokyo Stock Exchange.
About limits on Roche’s holding of Chugai stock
|Period||Maximum Shareholding Percentage|
|Oct. 1, 2002 – Sept. 30, 2007||50.1%|
|Oct. 1, 2007 – Sept. 30, 2012||59.9%|
|Oct. 1, 2012 and thereafter||Cooperate in maintaining Chugai’s listing|
The new revenue base enables Chugai to concentrate investments on highly innovative technologies.
The strategic alliance gives Chugai the exclusive right to develop and market Roche products in Japan and allows Chugai’s own products to reach global markets
Through the strategic alliance with Roche, Chugai gained exclusive right to develop and market Roche products in Japan. At the same time, Chugai gains access to the global market for its in-house products by out-licensing them to Roche. This stable earnings foundation is a significant advantage of the strategic alliance.
Meanwhile, Roche can market Chugai products – which we create through highly innovative, specialized research – in the global market. It is a win-win relationship.
Agreement on products
- Chugai has first refusal rights to develop and sell Roche products in Japan
- Roche has first refusal rights to develop and sell Chugai products in all countries of the world
- excluding Japan, South Korea and Taiwan
- all of its products to Roche at the achievement of early PoC*2
- Chugai retains co-promotion rights in the United Kingdom, Germany and France
(a co-promotion right in China is to be discussed on a product-by-product basis)
- *2 A demonstration that the therapeutic effect conceived in the research stage is effective in humans. Early PoC means that in addition to safety, signs of efficacy or pharmacological effect have been confirmed in a limited number of cases.
The stable earnings foundation allows Chugai to concentrate investment on highly innovative proprietary technologies and drug discovery.
Since the strategic alliance, the in-licensing of Roche products has expanded our product lineup and our development pipeline. Chugai has gained the No. 1 share of the oncology market in Japan.1
In addition to R&D, other business operations were strengthened as well, and products from Chugai’s own research were able to grow into global products through the Roche Group’s network. This stable earnings foundation allowed Chugai to concentrate investment on highly innovative technologies and drug discovery.
- 1 Copyright © 2021 IQVIA. Source: JPM 2020. Reprinted with permission. Unauthorized reproduction or copying prohibited. The scope of the market is defined by Chugai.
The success of the alliance has helped Chugai to establish world-class antibody engineering technology and pursue the development of technologies for mid-size molecule drugs discovery.
The stable revenues gained through the strategic alliance with Roche has enabled Chugai to establish world-class antibody engineering technologies and strive to create the capabilities for mid-size molecule drugs.
Also, since the strategic alliance began with Roche, products discovered by Chugai have received wide acclaim, including breakthrough therapy designations by the U.S. Food and Drug Administration (FDA).
To strengthen collaboration with Roche from the early stages of research and development, Chugai and Roche made a partial amendment to the licensing agreement in August 2014 with regard to the out-licensing of Chugai’s in-house products to Roche.