Merck Signs Sale Agreement with Santen for Merck’s Ophthalmology Products in Japan and Key Markets in Europe and Asia Pacific


May 13, 2014 1:15 am ET

Merck (NYSE:MRK), known as MSD outside the United States and Canada,
announced today that it signed an agreement for Santen Pharmaceutical
Co., Ltd. (Santen) to purchase Merck’s ophthalmology products, COSOPT®
(dorzolamide hydrochloride – timolol maleate ophthalmic solution),
COSOPT PF® (dorzolamide hydrochloride-timolol maleate
ophthalmic solution) 2%/0.5%, TRUSOPT® (dorzolamide
hydrochloride ophthalmic solution) sterile ophthalmic solution 2%,
TRUSOPT PF® (dorzolamide hydrochloride ophthalmic solution)
preservative-free, TIMOPTIC® (timolol maleate ophthalmic
solution), TIMOPTIC PF® (timolol maleate preservative free ophthalmic
solution in unit dose dispenser), TIMOPTIC XE® (timolol
maleate ophthalmic gel forming solution), SAFLUTAN®
(tafluprost) and TAPTIQOM® (tafluprost-timolol maleate
ophthalmic solution, in development) in Japan and key markets in Europe
and Asia Pacific.

“The decision to divest our ophthalmics business is part of our ongoing
strategy to sharpen our commercial focus and improve our operational
effectiveness,” said Jay Galeota, president, Hospital and Specialty
Care, Merck. “This transaction provides products that complement
Santen’s portfolio and is designed to ensure continued access for
physicians and patients to these medicines around the world.”

Santen will make an upfront payment of approximately $600 million and
additional payments based on defined sales milestones as needed. The
annual sales of these ophthalmology products in the markets within the
scope of the agreement are approximately $400 million. Santen will also
purchase supply of the ophthalmology products covered by this agreement
from Merck for a two- to five-year period. The agreement is subject to
certain closing conditions, including obtaining antitrust clearance in
Japan and other closing conditions related to specific markets or
regions. The agreement is expected to close in most markets in a few

Merck divested its U.S. ophthalmology business to Akorn Pharmaceuticals
in 2013 and 2014. Merck will continue to sell its ophthalmology products
in Latin America, Canada, Australia, the Middle East, Africa and other

About Merck

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Merck Forward-Looking Statement

This news release includes “forward-looking statements” within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. These statements are based
upon the current beliefs and expectations of Merck’s management and are
subject to significant risks and uncertainties. If underlying
assumptions prove inaccurate or risks or uncertainties materialize,
actual results may differ materially from those set forth in the
forward-looking statements.

Risks and uncertainties include but are not limited to, general industry
conditions and competition; general economic factors, including interest
rate and currency exchange rate fluctuations; the impact of
pharmaceutical industry regulation and health care legislation in the
United States and internationally; global trends toward health care cost
containment; technological advances, new products and patents attained
by competitors; challenges inherent in new product development,
including obtaining regulatory approval; Merck’s ability to accurately
predict future market conditions; manufacturing difficulties or delays;
financial instability of international economies and sovereign risk;
dependence on the effectiveness of Merck’s patents and other protections
for innovative products; and the exposure to litigation, including
patent litigation, and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be
found in Merck’s 2013 Annual Report on Form 10-K and the company’s other
filings with the Securities and Exchange Commission (SEC) available at
the SEC’s Internet site (

®, SAFLUTAN® and
® are trademarks of Merck, Sharp &
Dohme Corp., a subsidiary of Merck & Co., Inc., Whitehouse Station, N.J.

Caroline Lappetito, 267-218-1584
Mamoru Ohara, 81-3-6272-1001
Carol Ferguson, 908-423-4465

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