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Tokyo, Japan (July 30, 2010) - Daiichi Sankyo Company, Limited (head office: Chuo-ku, Tokyo; hereafter; Daiichi Sankyo) announced that its board of directors passed a resolution at a meeting today on a basic agreement with Sanofi Pasteur S.A. (head office: Lyon, France; hereafter; SP) of the Sanofi-aventis Group (hereafter; SA Group) of France to terminate the existing shareholders agreement for the affiliate company, Sanofi Pasteur Daiichi Sankyo Vaccine Co., Ltd. (head office: Edogawa-ku, Tokyo; hereafter; SPDS Vaccine).
1. Reason for Termination of the Shareholders Agreement
Daiichi Sankyo and SP established a joint venture company C-D Vac Co., Ltd. (currently SPDS Vaccine) with the purpose of developing and marketing in Japan advanced vaccines which are available overseas. Today, SPDS Vaccine is engaged in the import and sale of ActHIB®, a conjugate vaccine for Hemophilus influenza Type b, and the development of a quad combination vaccine (IPV-DTP) for inactivated poliomytelitis (IPV) and diphtheria-tetanus-pertussis.
After holding discussions in advance of the termination date of December 31, 2010, Daiichi Sankyo and SP have decided, under the precondition that SPDS Vaccine’s existing businesses be continued, to terminate the shareholder agreement concerning SPDS Vaccine, effective October 31, 2010, because SPDS Vaccine has achieved its initial mission.
Moving forward, Daiichi Sankyo will continue to work with the SA Group to develop and commercialize vaccines.
2. Details of the Shareholder Agreement Termination
(1) Outline
Daiichi Sankyo’s shareholdings in SPDS Vaccine will be transferred to the SA Group. This will result in SPDS becoming a wholly owned operating subsidiary (hereafter New Company) of the SA Group.
(2) Transition of Business Activities
Concerning the vaccine ActHIB® currently being marketed, the New Company will be given approval to manufacture the vaccine, while Daiichi Sankyo will continue to engage in its marketing.
Concerning the IPV-DTP quad combination vaccine currently under development, Daiichi Sankyo, the SA Group (including the New Company) and The Kitasato Institute will continue to develop the combination vaccine jointly.
(3) Joint Venture Company (SPDS Vaccine) Profile
(1) Company Name
Sanofi Pasteur Daiichi Sankyo Vaccine Co., Ltd.
(2) Location
1-16-13 Kita-Kasai, Edogawa-ku, Tokyo
(3) Representative
Patrick Chocat, Representative Director and Chairman
Tsutomu Une, Ph.D, Representative Director and President
(4) Principal Businesses
Clinical development, manufacturing, import and marketing of medical vaccines, etc.
(5) Paid-in Capital
310 million yen
(6) Established
April 30, 1987
(7) Investment Ratio
Daiichi Sankyo 50%, SP 50%
3. Shareholders Agreement Termination Date
October 31, 2010 (planned)
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