Sanofi Wins Complete Victory in Actonel Arbitration

John D. Feerick in Weil, July 20, 2011

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Last week, Sanofi won a complete victory in an arbitration involving a multi-hundred million dollar contract dispute with Warner Chilcott, which was triggered by Warner Chilcott’s attempt to prematurely terminate a long-standing collaboration agreement under which both parties had promoted, marketed, distributed, and sold the billion-dollar osteoporosis medication Actonel for over 14 years. Weil, Gotshal & Manges represented Sanofi in the arbitration.

Warner Chilcott claimed that its termination of a tablet supply agreement automatically resulted in the termination of the Collaboration Agreement. Sanofi maintained that Warner Chilcott had no right to unilaterally terminate the collaboration agreement, depriving Sanofi of its ability to market and sell Actonel after May, 2012.

The Arbitral Panel consisted of former Fordham Law Dean John D. Feerick, former Federal Judge John S. Martin and former United States Attorney General and Federal Judge, Michael B. Mukasey. Following lengthy written submissions, and a full day hearing, the Panel issued its finding on July 14, 2011, Bastille Day, rejecting Warner Chilcott’s claim and concluding that there was “nothing in the negotiations of the TSA, or the operating history under the … Collaboration Agreement, or in application of principles of commercial reasonableness that supports the position advanced by Warner Chilcott.” Thus, the panel found that “the Parties did not manifest in the TSA an intention to terminate the Collaboration Agreement when the TSA terminated.”

The Weil Litigation team was led by partners Richard Rothman and David Fertig; and included associates Yehudah Buchweitz, Sabrina Perelman, Rachel Sherman, P.J. Kee, and Shrutee Raina.