Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics

Date: December 1, 2014
Pages: 1445
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Publisher: CurrentPartnering
Report type: Strategic Report
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ID: PB11A019A33EN
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Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics
SUMMARY

The Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics report provides a detailed understanding and analysis of how and why companies enter business, product, technology and royalty asset purchase deals.

DESCRIPTION

The Asset Purchase Partnering Terms and Agreements in Pharma, Biotech and Diagnostics report provides comprehensive understanding and unprecedented access to the asset purchase agreements entered into by the worlds leading biopharma companies. The report provides a detailed understand and analysis of how and why companies enter asset purchase deals.

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 big pharma and big biotech, 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 big pharma 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, technology 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.

BENEFITS

Asset Purchase Partnering Terms and Agreements in Pharma, Biotech and Diagnostics provides the reader with the following key benefits:
  • In-depth understanding of asset purchase partnering deal trends since 2009
  • Insight into the terms included in an asset purchase agreement, together with real world clause examples
  • Identify leading asset purchase deals by value since 2009
  • Identify the most active asset purchase dealmakers since 2009
  • Analysis of key deal financials including headline value, upfront, milestone payments and royalty rates
  • Full listing of asset purchase deals by company A-Z, deal value, phase of development, deal type, therapy and technology focus
  • Comprehensive access to over 1,000 asset purchase deals entered into by the world’s biopharma companies, together with contract documents if available
  • Detailed access to actual asset purchase contracts entered into by the leading fifty big pharma and big biotech companies
  • Understand the key deal terms companies have agreed in previous deals
  • Undertake due diligence to assess suitability of your proposed deal terms for partner companies
EXECUTIVE SUMMARY

CHAPTER 1 – INTRODUCTION

CHAPTER 2 – TRENDS IN ASSET PURCHASE DEALMAKING

2.1. Introduction
2.2. Types of assets purchased
2.3. Trends in asset purchase deals since 2009
2.4. Reasons for entering into asset purchase partnering deals
  2.4.1. Business assets
  2.4.2. Product assets
  2.4.3. Royalty assets
  2.4.4.Technology assets
2.5 The emergence of royalty asset purchase deals
  2.5.1. Primary players in royalty asset purchase deals
  2.5.2. Recent leading royalty asset purchase deals
  2.5.3. The future of royalty asset purchase deals
2.6. The role of IP auction houses in asset purchase deals
  2.6.1. Leading IP auction companies
2.7. The future of asset purchase agreements

CHAPTER 3 – OVERVIEW OF ASSET PURCHASE DEAL STRUCTURE

3.1. Introduction
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: BioTime Acquisition Corporation– Geron Corporation

CHAPTER 4 – LEADING ASSET PURCHASE DEALS

4.1. Introduction
4.2. Top asset purchase deals by value
4.3. Most active asset purchase dealmakers
4.4. Big pharma asset purchase deal activity
4.5. Big biotech asset purchase deal activity

CHAPTER 5 – BIG PHARMA ASSET PURCHASE DEALS

5.1. Introduction
5.2. How to use asset purchase deals
5.3. Big pharma company asset purchase deal profiles

CHAPTER 6 – BIG BIOTECH COMPANY ASSET PURCHASE DEALS

6.1. Introduction
6.2. How to use big biotech partnering deals
6.3. Big biotech asset purchase partnering company profiles

CHAPTER 7 – ASSET PURCHASE CONTRACTS DIRECTORY

7.1. Introduction
7.2. Asset purchase deals with contract by company A-Z
7.3. Asset purchase deals with contract by stage of development
7.4. Asset purchase deals with contract by therapeutic target
7.5. By technology type
Note: For full list of asset purchase deals announced - see appendices 1-4

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APPENDICES

Appendix 1: Asset purchase deals by company A-Z
Appendix 2: Asset purchase deals by therapy
Appendix 3: Asset purchase deals by stage of development
Appendix 4: Asset purchase deals by technology type
Appendix 5: Dealmaking references
Appendix 6: Dealmaking resources
Appendix 7: Deal type definitions

Introduction

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.

TABLE OF FIGURES

Figure 1: Definition of assets purchased
Figure 2: Trends in asset purchase deal announcements, 2009-2014
Figure 3: Leading royalty asset investors
Figure 4: Recent leading 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 2009-2014
Figure 10: Big pharma – top 50 – asset purchase deals 2009 to 2014
Figure 11: Big pharma asset purchase deal frequency - 2009 to 2014
Figure 12: Big biotech – top 50 – asset purchase deals 2009 to 2014
Figure 13: Big biotech asset purchase deal frequency - 2009 to 2014

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