Founded in 1925. Grew through the detoxifying agent 'Guronsan,' then entered biopharmaceuticals in earnest by acquiring EPO manufacturing and sales rights. Strengthened R&D capabilities through a strategic alliance with Roche, and produced Japan's first domestically developed antibody drug 'Actemra.' A leading Japanese biopharmaceutical company.
1925
Strategic Decision
Founded Chugai Shinyaku Shokai
The 'all-in on Zarsoblocanon' concentration strategy under capital constraints
1951
Strategic Decision
Launched detoxifying agent 'Guronsan'
The structure of 'Guronsan dependence' built through patents and manufacturing technology
1956
Listed shares on the Tokyo Stock Exchange
1956Listed shares on the Tokyo Stock Exchange
1960
Established General Research Laboratory
1960Established General Research Laboratory
1966
Suspended dividends and solicited early retirees
1966Suspended dividends and solicited early retirees
1971
Entered the clinical diagnostics reagent business
1971Entered the clinical diagnostics reagent business
1984
Invested in U.S. Genetics Institute and acquired EPO manufacturing and sales rights
1984Invested in U.S. Genetics Institute and acquired EPO manufacturing and sales rights
1987
Sued by competitor U.S. Amgen over EPO; entered patent dispute
1987Sued by competitor U.S. Amgen over EPO; entered patent dispute
1987
Established Fuji Gotemba Research Laboratory
1987Established Fuji Gotemba Research Laboratory
1989
Acquired U.S. Gen-Probe (DNA diagnostic reagents)
1989Acquired U.S. Gen-Probe (DNA diagnostic reagents)
1990
Constructed Utsunomiya Plant
1990Constructed Utsunomiya Plant
1991
Strategic Decision
Launched biopharmaceutical 'Neutrogin'
The bio drug discovery foundation brought by more than a decade of continued research
1992
Osamu Nagayama appointed as President and Representative Director
1992Osamu Nagayama appointed as President and Representative Director
1995
Established local subsidiary in the U.S. (biopharmaceuticals)
1995Established local subsidiary in the U.S. (biopharmaceuticals)
2001
Established Tsukuba Research Laboratory
2001Established Tsukuba Research Laboratory
2002
Strategic Decision
Concluded strategic alliance with Roche
The cost design of drug discovery concentration through 'accepting majority investment'
2003
Closed Takada Research Laboratory and Matsunaga Plant
2003Closed Takada Research Laboratory and Matsunaga Plant
2004
Transferred OTC pharmaceutical business to Lion Corporation
2004Transferred OTC pharmaceutical business to Lion Corporation
2005
Closed Tsukuba Research Laboratory
2005Closed Tsukuba Research Laboratory
2005
Launched Japan's first domestically developed antibody drug 'Actemra'
2005Launched Japan's first domestically developed antibody drug 'Actemra'
2006
Transferred pharmaceutical manufacturing operations to subsidiary
2006Transferred pharmaceutical manufacturing operations to subsidiary
2015
Reorganized overseas subsidiaries
2015Reorganized overseas subsidiaries
2015
Launched antibody drug and hemophilia A treatment 'Hemlibra' (emicizumab)
2015Launched antibody drug and hemophilia A treatment 'Hemlibra' (emicizumab)
2023
Chugai Life Science Park Yokohama commenced operations
2023Chugai Life Science Park Yokohama commenced operations
View Performance
RevenueChugai Pharmaceutical:Revenue
Non-consol. | Consolidated (Unit: ¥100M)
-
Revenue:2024/12
ProfitChugai Pharmaceutical:Net Profit Margin
Non-consol. | Consolidated (Unit: %)
%
Margin:2024/12
View Performance
PeriodTypeRevenueProfit*Margin
1950/12Non-consol. Revenue / Net Income---
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1990/12Non-consol. Revenue / Net Income---
1991/12Non-consol. Revenue / Net Income---
1992/12Consolidated Revenue / Net Income¥152B¥5B3.1%
1992/12Consolidated Revenue / Net Income¥159B¥7B4.3%
1993/3Consolidated Revenue / Net Income¥171B¥8B4.7%
1994/3Consolidated Revenue / Net Income¥39B¥3B6.7%
1995/3Consolidated Revenue / Net Income¥182B¥10B5.3%
1996/3Consolidated Revenue / Net Income¥186B¥12B6.1%
1997/3Consolidated Revenue / Net Income¥186B¥10B5.2%
1998/3Consolidated Revenue / Net Income¥190B¥8B4.2%
1999/3Consolidated Revenue / Net Income¥196B¥9B4.4%
2000/3Consolidated Revenue / Net Income¥203B¥16B7.6%
2001/3Consolidated Revenue / Net Income¥203B¥16B7.6%
2002/3Consolidated Revenue / Net Income¥212B¥15B6.8%
2003/3Consolidated Revenue / Net Income¥237B-¥20B-8.5%
2003/12Consolidated Revenue / Net Income¥233B¥28B12.2%
2004/12Consolidated Revenue / Net Income¥295B¥34B11.5%
2005/12Consolidated Revenue / Net Income¥327B¥54B16.3%
2006/12Consolidated Revenue / Net Income¥326B¥38B11.7%
2007/12Consolidated Revenue / Net Income¥145B¥40B27.6%
2008/12Consolidated Revenue / Net Income¥327B¥39B11.9%
2009/12Consolidated Revenue / Net Income¥429B¥57B13.1%
2010/12Consolidated Revenue / Net Income¥380B¥41B10.9%
2011/12Consolidated Revenue / Net Income¥374B¥35B9.4%
2012/12Consolidated Revenue / Net Income¥387B¥47B12.1%
2013/12Consolidated Revenue / Net Income¥424B¥52B12.2%
2014/12Consolidated Revenue / Net Income¥461B¥52B11.2%
2015/12Consolidated Revenue / Net Income¥499B¥62B12.4%
2016/12Consolidated Revenue / Net Income¥192B¥54B28.3%
2017/12Consolidated Revenue / Net Income¥534B¥74B13.7%
2018/12Consolidated Revenue / Net Income¥580B¥93B16.0%
2019/12Consolidated Revenue / Net Income¥686B¥158B22.9%
2020/12Consolidated Revenue / Net Income¥787B¥215B27.2%
2021/12Consolidated Revenue / Net Income¥1,000B¥303B30.2%
2022/12Consolidated Revenue / Net Income¥1.3T¥374B29.7%
2023/12Consolidated Revenue / Net Income¥1.1T¥325B29.2%
2024/12Consolidated Revenue / Net Income---

Author's Insights

Designing the cost of autonomy — the paradox of surrendering capital to protect drug discovery
Why Chugai Pharmaceutical, which entrusted a majority stake to Roche, managed to retain leadership in drug discovery

In 2002, Chugai Pharmaceutical accepted a majority investment from Roche. The foreign ownership ratio ultimately exceeded 73%, making Chugai formally a subsidiary of a foreign pharmaceutical company. However, more than 20 years later, Chugai Pharmaceutical continues to lead its own decision-making in drug discovery and early development, maintaining research facilities and research personnel domestically. Despite having a majority of its capital held by a foreign company, it has preserved the autonomy of its drug discovery function. This structure is the antithesis of a 'sellout,' but what should it be called? Behind it lay the structural constraints that Osamu Nagayama faced. In the late 1990s, the antibody drug 'Actemra' had entered the clinical stage, but the scale of investment required for late-stage clinical trials and overseas sales exceeded the company's own capital. The manufacture of biopharmaceuticals required massive investment in cell culture, purification technology, and dedicated facilities, yet remaining confined to the domestic market would mean falling out of competition in the biopharmaceutical era. Access to the global market was necessary, but the company lacked the funds to independently build overseas distribution networks.

What Nagayama chose was a division of roles: specializing in the functions where the company had an advantage—drug discovery and early development—and entrusting everything else to Roche. Roche would bear the costs of late-stage clinical trials, and Roche's global network would handle overseas sales. Meanwhile, Chugai Pharmaceutical retained the decision-making authority over what to research and what to develop. In exchange for surrendering a majority of capital, it protected leadership in drug discovery. This was not an equal partnership but a functional division under an asymmetric capital relationship—a design that intentionally separated 'capital autonomy' from 'drug discovery autonomy.'

The background to why this structure has functioned for over 20 years lies in Roche's own logic. As seen in its relationship with U.S. subsidiary Genentech, Roche had a management practice of granting a degree of autonomy to subsidiaries with drug discovery capabilities. For Roche, Chugai Pharmaceutical's value lay not in its sales capability in the Japanese market but in its drug discovery pipeline centered on antibody technology. Suppressing the drug discovery function would drain the pipeline and eliminate the very purpose of the investment. This logic of mutual dependence has sustained the unique equilibrium of being a subsidiary in capital terms while remaining autonomous in R&D. In the case of Kyowa Kirin, another specialty pharma in a parent-subsidiary listing, the parent company Kirin Holdings transferred the high-profit subsidiary Kyowa Hakko Bio under its group strategy, structurally constraining the subsidiary's functional autonomy. The difference between the two comes down to what the parent company demanded of the subsidiary. What Roche demanded was a drug discovery pipeline, and allowing autonomy was a precondition for investment return. What Kirin Holdings demanded was incorporation of the pharmaceutical business, and the subsidiary's business composition was subject to group optimization.

Osamu Nagayama has reflected, 'I did not have certainty.' The fact that accepting a majority investment has continued to produce the result of connecting to the global market while maintaining drug discovery autonomy is due not only to the ingenuity of the design but also to the unbroken equilibrium of mutual dependence with Roche. This equilibrium depends on the quality of Chugai Pharmaceutical's pipeline and the stability of Roche's management policy. The paradox of surrendering capital to protect drug discovery is a conditional design that holds only as long as drug discovery capability is maintained.

2026-02-21 | by author
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1925
3

Founded Chugai Shinyaku Shokai

The 'all-in on Zarsoblocanon' concentration strategy under capital constraints

Chugai Pharmaceutical's founding originated in the entry decision by Juzo Ueno, who recognized pharmaceutical demand after the Great Kanto Earthquake. After building market knowledge and business partner trust through import agency, he transitioned to in-house manufacturing of injectable drugs and maintained an operation of concentrating management resources on a single product throughout the prewar period. The background to choosing not to diversify and instead repeatedly expanding facilities based on sales volume included constraints in R&D capability and capital limitations, and the sequential decisions made under these constraints formed the preconditions for postwar product development.

BackgroundDecision to enter the pharmaceutical business in post-earthquake Tokyo

The Great Kanto Earthquake of 1923 broadly destroyed Tokyo's urban functions and industrial activity. Juzo Ueno, who was working at a trading company, witnessed the devastated cityscape and the disruption of pharmaceutical supply, and turned his attention to the pharmaceutical field where demand would continue during the reconstruction phase. In post-earthquake Tokyo, rebuilding medical institutions and improving sanitary conditions were urgent needs, and demand for pharmaceuticals was expected to be not temporary but structurally sustained.

In March 1925, Ueno founded Chugai Shinyaku Shokai as a sole proprietorship and began importing pharmaceutical products as an agent for the German pharmaceutical company Gehe. Import sales did not require owning manufacturing facilities, enabling market entry with limited capital investment. Through sales activities, Ueno gained an understanding of the demand structure in the medical field and built trust relationships with business partners.

However, import dependence inherently carried the risks of exchange rate fluctuations and changes in trade conditions. Entering the 1930s, international instability increased, and uncertainty grew regarding stable procurement from overseas. Ueno envisioned expanding into domestic manufacturing using the business base and product knowledge gained through imports. He chose injectable drugs, for which there was constant demand in the medical field, and started with a segment where there was room for entry on the supply side.

DecisionLeveraged import agency as a foothold to enter in-house manufacturing of injectable drugs

In May 1926, Ueno constructed a new factory in Ikebukuro and began manufacturing the medical injectable drug 'Zarsoblocanon.' The transition from import agency to manufacturing was a risk-taking move involving fixed asset investment, and short-term investment recovery was uncertain. Nevertheless, Ueno chose to concentrate management resources on a single product. In the prewar pharmaceutical market, where demand for individual products was limited, it was judged more rational to operate manufacturing, quality control, and sales of a single product as an integrated unit rather than pursuing a multi-product lineup.

Ueno later positioned Zarsoblocanon as 'our company's banner' and spoke of it as the core of sales. On the other hand, he reflected that 'the drugs we couldn't create were treatments for heart and liver,' indicating that constraints in R&D capability and talent limited the product range. Under these constraints, Ueno focused on market penetration and volume expansion of the existing product, intentionally maintaining a business structure dependent on a small number of products.

Subsequently, capital investment was advanced incrementally in response to increasing demand. In 1936, the Takada Plant was constructed to expand production scale, and in 1943, the organization was converted to a joint-stock company to establish a foundation for capital procurement. These decisions were incremental capacity building based on sales volume projections, and a consistent policy of allocating resources to manufacturing and distribution of existing products rather than diversification or R&D investment was maintained.

ResultThe business foundation and constraints brought by single-product concentration on Zarsoblocanon

Prewar Chugai Pharmaceutical accumulated manufacturing and sales experience through concentration on the single product Zarsoblocanon. By concentrating resources on a small number of products, it was possible to improve the precision of quality control and cost management, establishing a certain supply system with limited capital. On the other hand, a business structure with high dependence on a specific product inherently carried vulnerability to demand fluctuations.

During the prewar period, the company operated by repeatedly expanding share and supply capacity for a single product, without choosing product diversification or entry into new domains. R&D investment remained limited, and the expansion into adjacent areas such as cardiac and liver drugs, which Ueno himself recognized, was not realized. The pattern of decision-making established during this period—'efficiently integrating manufacturing and sales of a small number of products'—also influenced postwar business development.

The sequence of business development established in the founding period was: market entry through import agency, transition to manufacturing, concentrated investment in a single product, and incremental capacity building through facility expansion. These were not systematically planned but rather the accumulation of sequential decisions made in response to capital constraints and market opportunities. This founding-period experience formed the preconditions for the postwar development of industrializing research results in the Guronsan development.

The 'all-in on Zarsoblocanon' concentration strategy under capital constraints

Chugai Pharmaceutical's founding originated in the entry decision by Juzo Ueno, who recognized pharmaceutical demand after the Great Kanto Earthquake. After building market knowledge and business partner trust through import agency, he transitioned to in-house manufacturing of injectable drugs and maintained an operation of concentrating management resources on a single product throughout the prewar period. The background to choosing not to diversify and instead repeatedly expanding facilities based on sales volume included constraints in R&D capability and capital limitations, and the sequential decisions made under these constraints formed the preconditions for postwar product development.

TestimonyJuzo Ueno (Chugai Pharmaceutical, founder)

Before the war, we went all-in on Zarsoblocanon. Well, it was like our company's banner, and of course it still sells well today. But the drugs we couldn't create were treatments for heart and liver.

TimelineFounded Chugai Shinyaku Shokai — Key Events
3/1925Founded Chugai Shinyaku Shokai
1926Constructed new factory in Ikebukuro
1927Started pharmaceutical manufacturing
1936Constructed Takada Plant (Tokyo)
3/1943Reorganized as Chugai Pharmaceutical Co., Ltd.
1951
9

Launched detoxifying agent 'Guronsan'

The structure of 'Guronsan dependence' built through patents and manufacturing technology

The commercialization of Guronsan was a case of enclosing academic research through patent acquisition and manufacturing technology to build a monopolistic market. By expanding from medical injectable drugs to OTC drugs, sales grew, but in the process, dependence on the product deepened, leading to dividend suspension when sales slumped in 1966. The efficiency during phases of stable demand and the lack of resilience to change appeared as two sides of the same coin inherent in a single-product concentrated business structure.

BackgroundPostwar demand for liver function drugs and the potential for industrializing University of Tokyo glucuronic acid research

In postwar Japan, medical demand related to liver function expanded due to deteriorating nutritional conditions and the spread of infectious diseases. The liver drew attention in the medical field as an organ responsible for detoxification and metabolism within the body, but the stable supply of effective treatments had not progressed, and dependence on imported drugs and alternative therapies continued. In academia, Professor Morizo Ishidate of the Faculty of Pharmaceutical Sciences at the University of Tokyo was advancing research focused on glucuronic acid, and the elucidation of liver components and the possibility of their pharmaceutical application were being discussed.

Chugai Pharmaceutical had manufacturing experience with injectable drugs since before the war and had conducted production operations focused on a single product. Converting research results into products required an entire system from raw material procurement to establishment of manufacturing processes and quality control, but the company already possessed injectable drug production technology and equipment. The technical preconditions for converting academic research into industrial products were coming together within the company.

DecisionAcquired patent for glucuronic acid preparation and initiated exclusive commercialization

In 1950, Chugai Pharmaceutical acquired the patent rights for a liver function-enhancing agent based on glucuronic acid as its main ingredient. This was a decision to secure the legal foundation in advance for exclusively developing academic results as proprietary products, and also served as a condition for enabling recovery of research and manufacturing investment. In September 1951, the detoxifying agent 'Guronsan' was launched as an injectable solution and supply to medical institutions began.

Guronsan was initially distributed only to medical institutions as an injectable drug, but as demand expanded, manufacturing method improvements were advanced. In 1954, a synthesis method using starch and dilute nitric acid was established, alleviating constraints on raw material procurement and production volume. This made sales to general consumers possible, and Guronsan's market expanded from medical institutions to over-the-counter drugs. Patent-based competitor exclusion and in-house manufacturing technology formed barriers to entry.

ResultExpansion to OTC drugs and structural vulnerability caused by single-product dependence

Guronsan grew sales volume in the clearly defined demand area of liver function drugs and became the central product in Chugai Pharmaceutical's revenue mix. By expanding from injectable drugs to over-the-counter drugs, the customer base broadened from medical institutions to consumers, and the sales scale expanded. As a case of handling everything from industrializing academic research to patent acquisition, manufacturing, and sales in an integrated manner, it shaped the company's business operations pattern.

On the other hand, the high level of dependence on Guronsan materialized as a management risk in later years. In 1966, declining Guronsan sales caused business performance to deteriorate, leading to dividend suspension and the solicitation of 420 early retirees. While concentrated investment in a single product functioned efficiently during phases of stable demand, it was also a structure lacking resilience to changes in the market environment. This experience served as a catalyst for diversifying R&D and reconsidering the business portfolio.

The structure of 'Guronsan dependence' built through patents and manufacturing technology

The commercialization of Guronsan was a case of enclosing academic research through patent acquisition and manufacturing technology to build a monopolistic market. By expanding from medical injectable drugs to OTC drugs, sales grew, but in the process, dependence on the product deepened, leading to dividend suspension when sales slumped in 1966. The efficiency during phases of stable demand and the lack of resilience to change appeared as two sides of the same coin inherent in a single-product concentrated business structure.

TestimonyJuzo Ueno (Chugai Pharmaceutical, founder)

For human beings to sustain life, the heart and liver are extremely important organs, which is why the saying 'most vital' has existed since ancient times. Accordingly, various drugs for these organs have been researched and announced since long ago, with new drugs emerging only to be replaced by the next ones. Recently, Professor Ishidate of the Faculty of Pharmaceutical Sciences at the University of Tokyo developed a substance called glucuronic acid, a component found in the liver, into a pharmaceutical, and we at 'Chugai' succeeded in industrializing it. As a result of years and years of research in the medical and pharmaceutical academic community, this glucuronic acid preparation, Guronsan, has come to be recognized as the best indispensable medicine for the body.

TimelineLaunched detoxifying agent 'Guronsan' — Key Events
1927Professor Ishidate (University of Tokyo) focused on glucuronic acid
9/1950Chugai Pharmaceutical acquired patent for liver function-enhancing agent
1951Launched as injectable solution
1954Succeeded in synthesis using starch and dilute nitric acid. Launched for general consumers
1956
Listed shares on the Tokyo Stock Exchange
1960
Established General Research Laboratory
1966
Suspended dividends and solicited early retirees
1971
Entered the clinical diagnostics reagent business
1984
Invested in U.S. Genetics Institute and acquired EPO manufacturing and sales rights
1987
Sued by competitor U.S. Amgen over EPO; entered patent dispute
1987
Established Fuji Gotemba Research Laboratory
1989
Acquired U.S. Gen-Probe (DNA diagnostic reagents)
1990
Constructed Utsunomiya Plant
1991

Launched biopharmaceutical 'Neutrogin'

The bio drug discovery foundation brought by more than a decade of continued research

The development of Neutrogin was the product of a management decision to continue research for more than a decade despite no foreseeable timeline for commercialization. The decision by Kimio Ueno and Hajime Sano to continue investment was difficult to justify by short-term financial metrics, but it resulted in accumulating technology and talent in biopharmaceutical research and manufacturing within the company. Without this accumulation, the later Actemra development and the drug discovery-focused strategy in the alliance with Roche would not have been possible.

BackgroundBeginning of recombinant biopharmaceutical research in an era dominated by small-molecule drugs

From the 1970s through the 1980s, drug discovery centered on small-molecule compounds was the mainstream in the Japanese pharmaceutical industry. Development methods starting from compound libraries were common, and biopharmaceuticals with large molecular weights were difficult to select as investment targets due to high uncertainty in both development timelines and manufacturing processes. Development of preparations using recombinant DNA technology differed fundamentally from small-molecule drugs in manufacturing facilities and quality control systems, requiring long-term technology accumulation for commercialization.

Chugai Pharmaceutical had been advancing research from the mid-1970s on 'Neutrogin,' a recombinant biopharmaceutical that increases white blood cells. Its molecular weight was dozens of times that of small-molecule drugs, and the manufacturing method was not yet established. At the early 1980s stage, no contribution to sales or profits could be expected, and a management decision was needed to continue the research. The question of how long to continue investing in basic research that did not directly contribute to short-term revenue was being posed to management.

DecisionManagement decided to continue investing in bio research with no foreseeable timeline for commercialization

In the early 1980s, then-president Kimio Ueno and R&D director Hajime Sano made the decision to continue research on Neutrogin. The timeline for investment recovery was unclear, and additional investment in clinical trials and manufacturing facilities was needed, but discontinuation of research was not chosen. Osamu Nagayama, who later became president, reflected: 'If the management at that time had not made the decision to continue that development, today's Chugai would not exist.'

Clinical trials began in 1987, and Neutrogin was launched as a biopharmaceutical in 1991. The process from research initiation to launch took more than a decade, during which Chugai Pharmaceutical accumulated knowledge in the development and manufacturing of recombinant biopharmaceuticals. The experience of quality control systems and manufacturing process design different from small-molecule drugs became embedded within the organization.

ResultBio drug discovery technology and talent accumulated through Neutrogin development

The launch of Neutrogin not only generated revenue from a single product but also resulted in retaining the technology and talent necessary for biopharmaceutical research, development, and manufacturing within the company. Having experienced the practical application of preparations using recombinant DNA technology, the company acquired the technical prerequisites for initiating subsequent biopharmaceutical development. The development of the antibody drug 'Actemra,' which entered the clinical stage in the late 1990s, was on the extension of the knowledge accumulated through Neutrogin.

At the same time, the Neutrogin development process clarified the scale of investment and the length of time required for biopharmaceutical commercialization. Chugai Pharmaceutical's capital scale had limitations for independently handling everything from late-stage clinical trials to overseas expansion. This recognition led to the conception of the role division in the 2002 strategic alliance with Roche: concentrating internal resources on drug discovery and early development while entrusting late-stage development and overseas sales to an external partner.

The bio drug discovery foundation brought by more than a decade of continued research

The development of Neutrogin was the product of a management decision to continue research for more than a decade despite no foreseeable timeline for commercialization. The decision by Kimio Ueno and Hajime Sano to continue investment was difficult to justify by short-term financial metrics, but it resulted in accumulating technology and talent in biopharmaceutical research and manufacturing within the company. Without this accumulation, the later Actemra development and the drug discovery-focused strategy in the alliance with Roche would not have been possible.

TestimonyOsamu Nagayama (Chugai Pharmaceutical, then president)

Looking back, I think it was significant that Kimio Ueno, who was president at the time, and Hajime Sano, the director in charge of R&D (later president), made the decision in the early 1980s to continue investing in bio research.

Chugai Pharmaceutical had been researching 'Neutrogin,' a recombinant biopharmaceutical that increases white blood cells, since the mid-1970s. Compared to small-molecule drugs with molecular weights under 500, its molecular weight was around 20,000. Both development and manufacturing were completely different from small-molecule drugs, so it was tremendously challenging, but by the 1980s it had reached a stage where it looked like it could become a drug. If the management at that time had not made the decision to continue that development, today's Chugai would not exist, I think.

Clinical trials for Neutrogin began in 1987 and it was launched in 1991, so it took quite a long time from the start of research, but we were able to accumulate a great deal of knowledge and technology in biopharmaceutical development.

1992
Osamu Nagayama appointed as President and Representative Director
1995
Established local subsidiary in the U.S. (biopharmaceuticals)
2001
Established Tsukuba Research Laboratory
2002
10

Concluded strategic alliance with Roche

The cost design of drug discovery concentration through 'accepting majority investment'

Accepting majority investment from Roche was a choice to offer capital autonomy as the cost of connecting the company's drug discovery capability to the global market. Chugai Pharmaceutical specialized in drug discovery and early development and entrusted late-stage development and overseas sales to Roche, constructing a structure that concentrated limited capital on research. As Osamu Nagayama stated, 'I did not have certainty,' this decision was derived not from a highly certain outlook but from a structural recognition of the investment scale required in the biopharmaceutical era.

BackgroundSoaring development costs and lack of overseas distribution in the biopharmaceutical era

In the late 1990s, the pharmaceutical industry was in a transitional period shifting from small-molecule compound-centered development to biopharmaceuticals. Biopharmaceuticals including antibody drugs required large amounts of capital and long periods for development, while post-launch sales potential was substantial and global market deployment was becoming a prerequisite. Major Western pharmaceutical companies were leveraging their scale to advance global development, but many Japanese pharmaceutical companies could not commit to independent global expansion due to the burden of development costs and lack of overseas distribution networks.

Chugai Pharmaceutical had continued bio research since the 1970s and, building on the technology accumulated through Neutrogin development, had its antibody drug 'Actemra' in the clinical stage by the late 1990s. While the company possessed leading domestic accumulation in R&D capability, late-stage clinical trials and overseas market sales required investment beyond its own capital scale. A business structure was being explored that would maintain drug discovery capability while reaching the global market.

President Osamu Nagayama and Franz Humer, CEO of Swiss-based Roche, had been exchanging views on the future of the pharmaceutical industry even before then. Their shared recognition was that 'in the 21st century, the difficulty of new drug development will increase, R&D costs will escalate, while success rates will decline.' Roche was also leading Europe in biopharmaceutical research, with its subsidiary Genentech being a major U.S. biopharmaceutical company. The idea of two companies with strengths in bio drug discovery complementing each other's resources became the starting point for alliance negotiations.

DecisionAccepted Roche's majority investment and divided roles between drug discovery and sales

In December 2001, Chugai Pharmaceutical announced a basic agreement regarding an alliance with Roche. In September 2002, Roche acquired Chugai Pharmaceutical shares through a tender offer and third-party allotment, holding 50.13% as of the end of March 2003. While formally becoming a subsidiary of Roche, conditions were set for maintaining the stock exchange listing and management autonomy, with a 10-year restriction on additional share purchases.

The backbone of this alliance was the division of roles in R&D and sales. Chugai Pharmaceutical would concentrate management resources on drug discovery and early development, while late-stage clinical trials and overseas sales would be entrusted to Roche's global network. Meanwhile, Roche would deploy new drug candidates created by Chugai in the global market and utilize Chugai Pharmaceutical's sales capability in the Japanese market. In October 2002, Chugai merged with Roche's Japanese subsidiary, establishing a system where Chugai Pharmaceutical also handled domestic sales of Roche products.

Nagayama later said of this decision: 'I did not have certainty.' The fundamental reasoning behind the decision was a structural recognition that the manufacturing of biopharmaceuticals required massive investment in cell culture, purification technology, and dedicated facilities, and that the company could not sustain this burden independently. A capital structure with majority foreign ownership was exceptional for a Japanese company, but it was chosen as a method to connect to the global market while keeping the drug discovery function in Japan.

ResultA business model of drug discovery concentration constructed in exchange for capital autonomy

After the alliance, Chugai Pharmaceutical strengthened resource allocation to R&D and established a system for simultaneously developing multiple antibody drugs. With the structure where Roche bore the costs of late-stage clinical trials and overseas sales, Chugai Pharmaceutical was able to concentrate its invested capital on drug discovery and early development. In 2005, it launched Japan's first domestically developed antibody drug 'Actemra,' and global market deployment progressed under the framework of this alliance.

The foreign ownership ratio reached 73.34% as of the end of March 2003, an exceptional capital structure for a listed Japanese pharmaceutical company. However, decision-making in drug discovery and early development continued to be led by Chugai Pharmaceutical, and research facilities and research personnel were maintained domestically. This division of labor guaranteed research continuity through the sharing of development risk and sales investment, and was an alliance structure designed by separating capital composition and functional placement.

This strategic alliance presented one solution for pharmaceutical companies of inferior scale to participate in the global market. The choice to specialize in functions where the company had an advantage and entrust everything else to an external partner was a business model different from the full-integration type where all processes are completed in-house. The decision to construct a drug discovery-focused system at the cost of partially relinquishing capital autonomy defined the subsequent business direction of Chugai Pharmaceutical.

The cost design of drug discovery concentration through 'accepting majority investment'

Accepting majority investment from Roche was a choice to offer capital autonomy as the cost of connecting the company's drug discovery capability to the global market. Chugai Pharmaceutical specialized in drug discovery and early development and entrusted late-stage development and overseas sales to Roche, constructing a structure that concentrated limited capital on research. As Osamu Nagayama stated, 'I did not have certainty,' this decision was derived not from a highly certain outlook but from a structural recognition of the investment scale required in the biopharmaceutical era.

TestimonyOsamu Nagayama (Chugai Pharmaceutical, then president)

I did not have certainty. I had known Franz Humer, who became CEO of Roche in 1998, from before, and after he became CEO, every time he came to Japan we would have meals together, and when I traveled to Europe I would visit him, exchanging views on the current state and future outlook of the pharmaceutical industry. In the 21st century, drug development would become increasingly difficult, R&D costs would become enormous. What determines a pharmaceutical company's growth is whether it can produce new drugs, but since the success rate of new drug development would decline, the management risk would grow. That was the shared recognition between the two of us.

Meanwhile, Chugai Pharmaceutical had been working on biopharmaceutical development from early on, and had strengths in bio, with the rheumatoid arthritis treatment 'Actemra' entering clinical trials, among others. Roche was also leading Europe in biopharmaceutical research, with the anticancer antibody drug 'Avastin' advancing to Phase 3 clinical trials. Its subsidiary Genentech was also a biopharmaceutical maker competing for the top position in the U.S.

The creation of biopharmaceuticals required massive investment, not only in acquiring new drug discovery technologies but also in the production stage, requiring new technology and facilities for culturing and purifying cells. Since both Mr. Humer and I believed that biotechnology would become the mainstream of drug discovery heading into the 21st century, we decided on a strategic alliance, seeing that we could generate significant synergies by working together.

2003
Closed Takada Research Laboratory and Matsunaga Plant
2004
Transferred OTC pharmaceutical business to Lion Corporation
2005
Closed Tsukuba Research Laboratory
2005
Launched Japan's first domestically developed antibody drug 'Actemra'
2006
Transferred pharmaceutical manufacturing operations to subsidiary
2015
Reorganized overseas subsidiaries
2015
Launched antibody drug and hemophilia A treatment 'Hemlibra' (emicizumab)
2023
Chugai Life Science Park Yokohama commenced operations
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