Print（PDF/148KB） Jun. 26, 2025 Corporate
Notice of Assignment of Assets for Key Products in the U.S. within Sumitomo Pharma Group
Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; Representative Director, President and CEO: Toru Kimura, the "Company") announced today that the Company has decided to assign substantially all assets, including patent rights, for the three key products in the U.S. (the "Assets"), to the Company from its wholly-owned subsidiaries, Sumitomo Pharma Switzerland GmbH ("SMPS") and a subsidiary of SMPS, Urovant Sciences GmbH ("USG"), as described below.
1. Reason for the Assignment of the Assets
Given that the revenue in the U.S. from the three key products sold by the Company's subsidiary, Sumitomo Pharma America, Inc. ("SMPA"), ORGOVYX®, GEMTESA®, and MYFEMBREE®, will support the revenue of the Company’s group (the "Group") for the time being, the Company conducted a capital reorganization in March 2025 to establish a structure where the Company can be more directly involved in the management and operation of the U.S. business, which is becoming increasingly important for the Company, by making SMPA and SMPS its direct subsidiaries. Through this assignment of the Assets, the Company will be deeply committed to the revenue of the U.S. business.
2. Overview of the Assets to be Assigned to the Company
(1) The Assets Subject to the Assignment
Intangible assets such as patent rights and trademarks related to ORGOVYX®, GEMTESA®, MYFEMBREE®, and RETHYMIC® and ownership of related raw materials, work-in-process, and finished products, as well as receivables and payables.
(2) Assignment Price and Settlement Method
The assignment price is expected to be approximately USD 1.8 billion, and the assignment will be settled through the offset of the loan from the Company to SMPS, among other methods.
3．Overview of the Counterparty Assigning the Assets to the Company (as of March 31, 2025)
Sumitomo Pharma Switzerland GmbH (SMPS)
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| 1) Company Name | Sumitomo Pharma Switzerland GmbH | |
|---|---|---|
| 2) Location | Basel, Switzerland | |
| 3) Representative name and title |
(Chair) Managing Director： Tsutomu Nakagawa | |
| 4) Business | Manufacturing and sales of pharmaceuticals | |
| 5) Capital | US$20 thousand | |
| 6) Establishment | August 2016 | |
| 7) Net assets | (US$947,728 thousand) | |
| 8) Total assets | US$665,946 thousand | |
| 9) Major shareholders and shareholding ratio |
The Company 100% | |
| 10) Relationship between the Company and SMPS |
Capital relationship | The Company holds 100% of the outstanding shares of SMPS. |
| Personal relationship | One of the Company's directors serves as a director of SMPS. | |
| Business relationship | The Company provides a loan to SMPS. | |
| Applicability to related parties | SMPS is a consolidated subsidiary of the Company and falls under the category of a related party. | |
Urovant Sciences GmbH (USG)
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| 1) Company Name | Urovant Sciences GmbH | |
|---|---|---|
| 2) Location | Basel, Switzerland | |
| 3) Representative name and title |
(Chair) Managing Director： Tsutomu Nakagawa | |
| 4) Business | Manufacturing and sales of pharmaceuticals | |
| 5) Capital | US$20 thousand | |
| 6) Establishment | November 2016 | |
| 7) Net assets | US$74,223 thousand | |
| 8) Total assets | US$404,046 thousand | |
| 9) Major shareholders and shareholding ratio |
SMPS 100% | |
| 10) Relationship between the Company and USG |
Capital relationship | SMPS, a sub-subsidiary of the Company, holds 100% of the outstanding shares of USG. |
| Personal relationship | One of the Company's directors serves as a director of USG. | |
| Business relationship | A patent license agreement has been executed. | |
| Applicability to related parties | USG is a consolidated subsidiary of the Company and falls under the category of a related party. | |
4. Schedule of the Assignment (Japan time)
| 1) Board of Directors' Resolution | June 26, 2025 |
|---|---|
| 2) Execution of Assignment Agreement | June 26, 2025 |
| 3) Effective Date of the Assignment | August 1, 2025 |
5. Future Outlook
The assignment of the Assets within the Group will have a minor impact on the Company's consolidated financial results.
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