This document introduces an association consulting business that supports business alliance activities between companies. The principal consultant has experience in business development and legal compliance at large pharmaceutical companies. Consulting services include building business schemes for alliances, financial analysis and contract valuation, preparing legal documents like NDAs and term sheets, developing negotiation strategies, and joining negotiations. The consulting process supports all stages from planning through contract execution. Trends show alliances shifting from capital-based models like M&A to non-capital models like licensing and joint research. Example cases presented are a pharmaceutical licensing alliance and joint R&D alliance between a research institute and pharmaceutical company. In summary, the association offers full-service support for clients' business alliance processes and negotiations.

1. Association Consulting
Introduction of the Business

2. Business Concept
Compan
y
Compan
y
Create new value
by supporting
business alliance
activities between
the companies.

3. Introduction of Principal Consultant
 Job Experience：
Experienced Business Development (BD) =
Business Alliance activities at global
pharmaceutical companies (GSK, Roche, Abbott
and Mylan) and JT (Japan Tobacco Inc.)
In addition to the BD activities, handled
compliance and risk management issues as
inside legal counsel.
 Education：
Widener University Delaware Law School (LL.M
of Corporate Law and Finance 1991）
Shizuoka University (B.A. of Law 1987)

4. Outline of Consulting
 Consulting for building business scheme of
business alliance
 Financial analysis and valuation of business
alliance
 Support preparation of legal documents such as
CDA (Confidential Disclosure Agreement), LOI
(Letter of Intent), Term Sheet and Definitive
Agreements
 Consulting for making tactics and strategy for
negotiation with business partners
 Join the negotiation with the business partners

5. Consulting Flow
Start Up of the
Planning
Execution
of CDA
Analysis of
Confidential
Information
Building
Business
Scheme
Valuation
Contract
Negotiation
Execution
of the
Contract
Support all process from start up through
completion of the contract

6. Trend of Business Alliance
Business Alliance
Capital Based
Alliance
Ｍ＆Ａ
Joint Venture
Non Capital Based
Alliance
License
OEM
Joint Research
Major Business Alliance will be shifted
from Capital Based to Non Capital Based Alliances

7. Business Alliance Case 1
 License Alliance in the field of pharmaceutical business
Licensor：
・Research and development of new
pharmaceutical Products
・Application and registration of the related
patents and other intellectual properties
・Grant to Licensee the right to use intellectual
properties and clinical data
Licensee：
・Granted from Licensor the right to use
intellectual properties and clinical data
・NDA application of the new
pharmaceutical Products
・Manufacturing and sales of the new
pharmaceutical products
・Payment of License Fee to the Licensor

8. Business Alliance Case 2
 Joint Research and Development (R&D) Alliance of
New Pharmaceutical Products
• Joint R&D of the new drug
• Grant license right to the
partner company
• Receipt of License Fee
Research
Institute
• Joint R&D of the new drug
• Granted license right from the
research institute
• Manufacturing and sales of the
new pharmaceutical products
• Payment of License Fee to the
Licensor
Pharmaceutical
Company

9. Summary of Association’s Service
 We will support all of business process of
your business alliance from initiation
through completion.
 Especially, we will support:
Building business alliance scheme;
Financial evaluation to the alliance business;
Setting tactics and strategy of the negotiation
and
Negotiation with business partners.

10. Thank you !