Jenner & Block represented Takeda Pharmaceutical Company Limited, the largest pharmaceutical company in Japan, in its just-announced agreement with Abbott Laboratories to conclude the two companies’ long-standing TAP Pharmaceutical Products Inc. joint venture. TAP is widely viewed as one of the most successful joint ventures in the history of American business. The transaction was announced on March 19, 2008.
Under the terms of the agreement, the two companies will equally divide the value of the joint venture, which was started in 1977. According to a company statement, Abbott will receive rights to the cancer drug Lupron, while Takeda will receive rights to Prevacid, an antacid widely used to treat heartburn and other acid reflux diseases. Both pharmaceuticals were invented by Takeda and licensed to TAP. Sales of Lupron and Prevacid accounted for $3.1 billion in revenues for the joint venture in 2007.
Following the completion of the transaction, Takeda plans to integrate TAP into two of its wholly-owned U.S. subsidiaries, Takeda Pharmaceuticals North America, Inc. and Takeda Global Research and Development Center, Inc. The Lupron franchise will become part of Abbott's U.S. pharmaceutical business.
Jenner & Block assisted Takeda in all aspects of structuring, negotiating and documenting the transactions. The Jenner & Block team was led by Partner Donald E. Batterson, a member of the Firm’s Corporate Practice. In addition to Mr. Batterson, the core team representing Takeda included Partner Paul F. Jock II and Associates Thomas R. Failor, Marc E. Harrison and Erik R. Daly. Many other Jenner & Block attorneys assisted in the transaction, including Partner Joseph P. Gromacki, Chair of the Firm’s Corporate Practice; Partners Thomas P. Sullivan, Robert R. Stauffer, John F. Kinney, and Edward F. Malone, members of the Firm’s Litigation Department; Partner S. Tony Ling, a member of the Firm’s Employee Benefits and Executive Compensation Practice; Of Counsel Darren M. Mungerson, a member of the Firm’s Litigation Department; Partners Elizabeth A. Davidson and Adam Petravicius, members of the Firm’s Corporate Practice; and Partner Everett S. Ward, a member of the Firm’s Real Estate Practice. Partners Arnold S. Harrison and Barbara M. Flom also provided tax-related advice.