Our IP practice in China - Freshfields

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Merck/MSD on a pharmaceuticals joint venture with Simcere Pharmaceutical Group Our life sciences practice acts for many of the leading pharmaceutical, biotechnology and medical device companies in China. We believe that we are one of the few international law firms in China to present the full cross-practice offering at the highest level, including antitrust and pharma regulatory and compliance advice in this vital growth market. Merck/MSD’s joint venture with Simcere, a leading emerging pharmaceutical company in the PRC which is listed on the NYSE, will provide significantly improved access to quality medicines in major cardiovascular and metabolic therapeutic areas. The joint venture will offer a combined portfolio of selected medicines from both companies. The deal structure also included a co-marketing agreement, believed to be one of the first of its kind in China. Pharmaceutical co‐marketing agreements involve a uniquely challenging interplay of IP, antitrust, regulatory and commercial considerations. Drawing on our experience of advising on similar co-marketing arrangements in Europe and Japan, we helped Merck/MSD to execute this deal in less than a month from term sheet to signed agreement. Imagi International’s acquisition of Toon Express Group Imagi International is an animated motion picture producer and distributor listed on the Hong Kong Stock Exchange. Toon Express Group owns and manages various animation character assets, including the popular Chinese animation characters ‘ 喜羊羊与灰太郎 Pleasant Goat and Big Big Wolf’ loved by children across Asia. We were involved in detailed analysis of the IP portfolio (around 1,000 trade marks and several hundred copyright works), as well as of some 150 outbound licences. We also advised on structuring the key strategic brand management co-operation arrangement between Toon Express and Creative Power Entertaining, the creator and distributor of the Pleasant Goat and Big Big Wolf TV series and feature films, and on the agreement between Toon Express and the Disney Group for the worldwide merchandising of Toon Express’ animation assets. This is the first time that indigenous Chinese content has been exported internationally. Zhejiang Geely Holding Group on its $1.8bn acquisition of Volvo Car Corporation Geely’s acquisition of Sweden’s Volvo automobiles was the first takeover of a global premium carmaker by a Chinese corporation. The transaction was awarded the FT Innovative Lawyer Award for 2010. In its 2010 innovation report, issued in February 2011 and based on client interviews, the Financial Times described the Freshfields’ work on this transaction as ‘stellar’. Members of our IP practice were part of the large cross-practice and international team that was assembled to make this deal happen. 4 Freshfields Bruckhaus Deringer llp Create, protect and maximise your IP
The FT innovation report stated that ‘In the largest ever international industrial acquisition by a private Chinese company, the firm overcame both technical intellectual property hurdles and cultural barriers to complete what many had considered to be an impossible transaction. Deals of this complexity in terms of IP issues and size had never been done before because of the suspicions of Western corporates regarding letting some of their most valuable IP rights fall into the hands of Chinese companies… ‘This outstanding deal showed lawyers acting in a new way, as much as diplomatic dealbrokers as technical legal advisors. It was clear that without the presence of Freshfields’ lawyers, this transaction was likely to have fallen apart.’ Hong Kong 11th floor Two Exchange Square Central, Hong Kong Beijing 3705 China World Tower Two 1 Jianguomenwai Avenue Beijing 100004, People’s Republic of China Shanghai 34th floor, Jin Mao Tower 88 Century Boulevard Shanghai 200121, People’s Republic of China Your Freshfields contacts in China Connie Carnabuci Partner T +852 2846 3300 E connie.carnabuci@freshfields.com Mark Parsons Partner T +852 2846 3341 E mark.parsons@freshfields.com Deal of the Year China Business Law Journal 2011 Richard Bird Counsel T +852 2913 2660 E richard.bird@freshfields.com Freshfields Bruckhaus Deringer llp Create, protect and maximise your IP 5
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Our IP practice in China - Freshfields

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