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 revenue, 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. 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 Prime Market 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*
- 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)
- * 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.
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Features of the Strategic Alliance and Business Model “Alliance with Roche”
In 2002, Chugai started a strategic alliance with the Swiss company Roche, one of the world’s leading pharmaceutical companies. Under its unique business model, Chugai has realized its continuous growth.
While a member of the Roche Group, Chugai maintains its autonomous management and listing on the Tokyo Stock Exchange, enabling Chugai to focus on innovation with an emphasis on originality. This unprecedented business model contributes to enhancing Chugai’s corporate value and developing the Roche Group.
In this video, we will show the strategic alliance with Roche that forms the basis for this unique business model.
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.*
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.
- * Copyright © 2023 IQVIA. Source: JPM 2022. Reprinted with permission. Unauthorized reproduction or copying prohibited. The scope of the market is defined by Chugai.
Features of the Strategic Alliance and Business Model “Transactions with Roche”
In 2002, Chugai started a strategic alliance with the Swiss company Roche, one of the world’s leading pharmaceutical companies.
Under its unique business model, Chugai has realized its continuous growth.
In this video, we will present the financial impact that transactions with Roche under the strategic alliance have on Chugai.
The explanation will be divided into two parts: “out-licensing of in-house products to Roche” and “in-licensing of products from Roche.”
For more information, click here (PDF)
- Chugai reports its results on a Core basis from 2013 in conjunction with its decision to adopt IFRS. Core basis results are the IFRS basis results adjusted by excluding non-Core items. The items regarded as non-Core by Chugai may differ from those considered as such by Roche due to differences in business scale and range as well as other factors.
The success of the alliance has helped Chugai to establish world-class drug discovery capabilities and pursue the development of new technologies.
The stable revenue 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).
Chugai shares the Roche Group mission of “providing solutions to patients” and will continue to pursue innovation independently.
Chugai and the Roche Group companies are pursuing innovation based on their own strategies that leverage their respective strengths. At the same time, we make use of each other’s basic drug discovery technologies and share information on current projects and our latest knowledge at the early stages of drug discovery.
By going our own way rather than dividing up the domains, and then sharing the knowledge we have with each other, Chugai can take on the challenge of diverse innovation which can bring diverse possibilities to the Roche Group, allowing us to respond to changes and achieve sustainable growth.
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.
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