Understanding the flexibility of a prospective partner’s negotiated deals terms provides critical insight into the negotiation process in terms of what you can expect to achieve during the negotiation of terms. Whilst many smaller companies will be seeking details of the payments clauses, the devil is in the detail in terms of how payments are triggered – contract documents provide this insight where press releases and databases do not.
This report contains a comprehensive listing of all asset purchase deals announced since 2009 as recorded in the Current Agreements deals and alliances database, including financial terms where available, plus links to online copies of actual asset purchase contract documents as submitted to the Securities Exchange Commission by companies and their partners.
Contract documents provide the answers to numerous questions about a prospective partner’s flexibility on a wide range of important issues, many of which will have a significant impact on each party’s ability to derive value from the deal.
The initial chapters of this report provide an orientation of asset purchase dealmaking and business activities. Chapter 1 provides an introduction to the report, whilst chapter 2 provides an analysis of the trends in asset purchase as well as a discussion on the merits of the type of deal.
Chapter 3 provides an overview of the structure of asset purchase deals. The chapter includes numerous case studies to enable understanding of both pure asset purchase deals and multicomponent deals where asset purchase forms a part.
Chapter 4 provides a review of the leading asset purchase deals since 2009. Deals are listed by headline value, signed by bigpharma and biobiotech, most of all biopharma companies. Where the deal has an agreement contract published at the SEC a link provides online access to the contract via the Current Agreements deals and alliances database.
Chapter 5 provides a comprehensive listing of the top 50 bigpharma companies with a brief summary followed by a comprehensive listing of asset purchase deals available in the public domain. Where available, each deal title links via Current Agreements deals and alliances database to an online version of the actual contract document, providing easy access to each contract document on demand.
Chapter 6 provides a comprehensive listing of the top 50 big biotech companies with a brief summary followed by a comprehensive listing of asset purchase deals available in the public domain. Where available, each deal title links via Current Agreements deals and alliances database to an online version of the actual contract document, providing easy access to each contract document on demand.
Chapter 7 provides a comprehensive and detailed review of asset purchase deals signed and announced since 2009 where a contract document is available. Contract documents provide an indepth insight into the actual deal terms agreed between the parties with respect to the asset purchase deal.
In addition the report includes a comprehensive listing of all asset purchase deals announced since 2009.
Each listing is organized as an appendix by company A-Z, stage of development at signing, and therapeutic area. Each deal title links via hyperlink to an online version of the deal record including, where available, the actual contract document.
The report also includes numerous table and figures that illustrate the trends and activities in asset purchase dealmaking since 2009.
In conclusion, this report provides everything a prospective dealmaker needs to know about asset purchase alliances.
CHAPTER 1 – INTRODUCTION
CHAPTER 2 – TRENDS IN ASSET PURCHASE DEALMAKING
2.2. Types of assets purchased
2.3. Trends in asset purchase deals since 2009
2.3. Reasons for entering into asset purchase partnering deals
2.3.1. Business assets
2.3.2. Product assets
2.3.3. Royalty assets
2.4 The emergence of royalty asset purchase deals
2.4.1. Primary players in royalty asset purchase deals
2.4.2. Recent royalty asset purchase deals
2.4.3. The future of royalty asset purchase deals
2.5. The role of IP auction houses in asset purchase deals
2.5.1. Leading IP auction companies
2.6. The future of asset purchase agreements
CHAPTER 3 – OVERVIEW OF ASSET PURCHASE DEAL STRUCTURE
3.2. Asset purchase agreement structure
3.3. Example asset purchase agreements
3.3.1. Case study 1: Product asset: QLT – Valeant Pharmaceuticals
3.3.2. Case study 2: Business asset: Enzon Pharmaceuticals – Sigma-Tau
3.4. Anatomy of a royalty asset purchase agreement
3.5. Example royalty asset purchase agreements
3.5.1. Case study 3: Royalty asset: DRI Capital – NPS Pharmaceuticals
CHAPTER 4 – LEADING ASSET PURCHASE DEALS
4.2. Top asset purchase deals by value
4.3. Most active asset purchase dealmakers
4.4. Bigpharma asset purchase deal activity
4.5. Bigbiotech asset purchase deal activity
CHAPTER 5 – BIGPHARMA ASSET PURCHASE DEALS
5.2. How to use asset purchase deals
5.3. Bigpharma company asset purchase deal profiles
Johnson & Johnson
Kyowa Hakko Kirin
Merck & Co
CHAPTER 6 – BIGBIOTECH COMPANY ASSET PURCHASE DEALS
6.2. How to use bigbiotech partnering deals
6.3. Bigbiotech asset purchase partnering company profiles
CHAPTER 7 – ASSET PURCHASE CONTRACTS DIRECTORY
7.2. Company A-Z
7.3. By stage of development
7.4. By therapeutic target
7.5. By technology type
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Appendix 1- Company A-Z
Appendix 2- By therapy area
Appendix 3-By stage of development at signing
Appendix 4- By technology type
Appendix 5- Asset purchase dealmaking references
Appendix 6- Resources
Appendic 7- Deal type definitions
Appendix 8-Example asset purchase contract document
TABLE OF FIGURES
Figure 1: Definition of assets purchased
Figure 2: Trends in asset purchase deal announcements, 2009-2013
Figure 3: Leading royalty asset investors
Figure 4: Recent royalty asset purchase agreements
Figure 5: Leading IP auction companies
Figure 6: Components of the asset purchase deal structure
Figure 7: Components of the royalty asset purchase deal structure
Figure 8: Top asset purchase deals by value since 2009
Figure 9: Most active asset purchase dealmakers 2009-2013
Figure 10: Bigpharma – top 50 – asset purchase deals 2009 to 2013
Figure 11: Bigpharma asset purchase deal frequency - 2009 to 2013
Figure 12: Bigbiotech – top 50 – asset purchase deals 2009 to 2013
Figure 13: Bigbiotech asset purchase deal frequency - 2009 to 2013
Product and asset purchase deals are a common method of one company disposing of an unwanted or surplus to requirements part of its business. In some cases, these assets can transfer hands for substantial sums. Such assets are predominantly business divisions that are successful businesses but now outside the core focus of the selling company. In many instances, the business asset sale is the result of a tendering process whereby the sum paid is as a result of competitive bidding amongst several competitor companies.
Most active asset purchase dealmakers
A useful means of understanding best practice in asset purchase dealmaking is to follow the activities and deal terms used by the most active companies in a certain type of deal.
The material was prepared in October, 2013.