Kyowa Kirin, a global leading R&D company for innovative drugs, announced on August 1, 2024, that it has reached a series of asset restructuring arrangements with Winhealth. Under the terms of the agreement with WinHealth, Kyowa Kirin China Pharmaceutical Co., Ltd., including its five established brands in China, will be transferred to a special-purpose company that will inherit them under Winhealth at a transfer price of up to RMB 720 million. Additionally, Kyowa Kirin has entered into a promotion and distribution agreement with WinHealth for commercial rights to Kyowa Kirin’s global products (CRYSViTA® and POTELIGEO®). The equity transfer under this transaction is expected to be completed by September 30, 2024.

Fangda acted as Kyowa Kirin’s legal counsel in the transaction, leveraging our extensive experience in equity acquisitions, asset spin-offs, pipeline licensing, and commercial partnership transactions within the life sciences and healthcare industry, as well as leveraging our multilingual capabilities to efficiently communicate with all transaction parties in Japanese, English, and Chinese. We fully participated in the drafting, revision, and negotiation of all transaction documents, providing Kyowa Kirin with comprehensive one-stop, high-quality legal services.

Kyowa Kirin aims to discover novel medicines with life-changing value. As a Japan-based Global Specialty Pharmaceutical Company, Kyowa Kirin has invested in drug discovery and biotechnology innovation for more than 70 years and is currently working to engineer the next generation of antibodies and cell and gene therapies with the potential to help patients affected by a severe or rare disease. Kyowa Kirin’s commitment to its values, to its sustainable growth, and to its helping people smile unites it across four regions — Japan, Asia Pacific, North America, and EMEA/International.

Hong Kong Winhealth Pharma Group is a leading biopharmaceutical company based in Hong Kong, with commercial operations across the Greater China Area and an expanding regional footprint in Asia and Europe. Specializing in the commercialization of innovative medicines, the company is dedicated to delivering breakthrough therapies for patients with cardio-renal, gastrointestinal, respiratory and anti-infectious and rare diseases, as well as other unmet and severely underserved medical needs.

The Fangda team was led by Corporate partners Haiping Sun and Chen Lu, with Life Sciences & Healthcare partners Josh Shin and Henry He providing support for the drafting, revision, and negotiation of the license agreement and related ancillary agreements. Team members included counsel Echo Qin and associates Jiali Yang, Elisa Liu, Jinjin Lu and Yixin Li.