Executive Summary

Johnson & Johnson says the details of Merck's complicated reverse merger with Schering-Plough do not circumvent changing control of a J&J-Schering partnership for a blockbuster rheumatoid arthritis franchise. On May 27, J&J requested an American Arbitration Association ruling that the March 9 Merck-Schering merger agreement constitutes a change of control that would terminate J&J subsidiary Centocor Ortho Biotech's 1998 deal with Schering about rheumatoid arthritis drug Remicade (infliximab) and the investigational follow-up Simponi (golimumab). Market analysts predicted J&J is capable of making a competing bid for Schering's consumer health business, but the firm was more likely to seek control of the Remicade partnership in response to the $41.1 billion merger agreement (1"The Tan Sheet" March 16, 2009, p. 4). J&J, which currently has U.S. marketing rights to the anti-TNFs, seeks Schering's marketing rights outside the U.S., excluding Japan and some Asian markets