Baxter International Inc. and Takeda Pharmaceutical Company Limited announced that the parties have completed a Development, License and Technology Transfer Agreement. Under the terms of the agreement, Takeda and Baxter will expand upon their previously announced collaboration to bring Vero cell culture-based influenza vaccines to the Japanese market.

Specifically: Baxter will exclusively license to Takeda its proprietary Vero cell-based influenza vaccine technology for the Japanese market. The companies will jointly pursue development and licensure of an H5N1 influenza vaccine in Japan. With assistance from Baxter, Takeda will pursue funding from the Japanese government for the construction of a Vero cell-based influenza manufacturing facility in Japan in order to fully implement the agreement. Baxter and Takeda will undertake a technology transfer to enable Takeda to manufacture the H5N1 influenza vaccine at full-scale by the end of Takeda’s 2013 fiscal year (ending March 31, 2014).

The agreement includes payments by Takeda to Baxter consisting of upfront cash payments, development cost reimbursements; payments upon the achievement of certain development, technology transfer, regulatory and commercial milestones; and royalties on the sale by Takeda of Vero cell-based influenza vaccines. Neither Baxter nor Takeda expect to revise earnings guidance for their respective 2010 fiscal years in connection with entering into this agreement.

“The agreement with Takeda is an important milestone in extending the field of cell culture-based vaccine development and production,” said Robert L. Parkinson, Jr., chairman and chief executive officer of Baxter. “We believe our joint efforts will help support Japan’s public health efforts, particularly in the high-priority area of pandemic preparedness.”

“By collaborating with Baxter, a global leader in cell culture-based vaccine technology for influenza, we plan to establish an infrastructure for the production of pandemic vaccines in Japan,” said Yasuchika Hasegawa, president and CEO of Takeda. “We are committed to fulfilling our social responsibility as a pharmaceutical company by delivering vaccine to the Japanese market as soon as possible.”

Takeda has previously been selected as a recipient of a subsidy of up to 3.6 billion yen that the Japanese government offered publicly under its primary supplementary budget in order to support the investment associated with the development and production of pandemic influenza vaccines. As a result of this new agreement with Baxter, Takeda will apply for the government’s public offering under the secondary supplementary budget for the establishment of commercial facilities for vaccine production.

Baxter International Inc. through its subsidiaries, develops, manufactures and markets products that save and sustain the lives of people with haemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions.

Located in Osaka, Japan, Takeda is a research-based global company with its main focus on pharmaceuticals. As the largest pharmaceutical company in Japan and one of the global leaders of the industry, Takeda is committed to strive towards better health for patients worldwide through leading innovation in medicine.