Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics

Report Summary

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

• Product purchase contract documents
• Asset purchase contract documents
• Product and asset purchase agreement terms
• Product and asset purchase agreement structure
• Top Product and asset purchase deals by value
• Most active Product and asset purchase dealmakers

Description

The report provides a detailed understanding and analysis of how and why companies enter business, product, technology and royalty assets.

The focus of the report is on partnerships for business, product, technology and royalty assets where partners have entered an agreement to dispose of or acquire said assets.

The report focuses on four primary types of asset available for purchase:

• Business assets - the most common asset exchanging hands. Business assets are in the form of a business unit or subsidiary of a parent company. Common assets include territorial businesses or non-core businesses such as an OTC or diagnostics business, separate from the core business operations
• Product assets - in the form of marketed product, clinical phase development compound, or drug delivery-compound combination. These assets are commonly available as a result of a merger or change in direction of the selling company. The buyer acquires the asset for global or territorial exploitation. It is often the case that the acquiring company is normally a competitor to the seller, but in this situation the trade is of mutual benefit
• Royalty assets - where a specialist investment company acquires the rights to future royalty payments in return for payment of a lump sum payment to the licensor for the product
• Technology assets - where a buyer is acquiring a technology platform, research program, patent portfolio or other intellectual property asset. The acquisition is often due to the technology being surplus to a sellers interests, but may also be as a consequence of a sale of assets in advance of the seller entering liquidation

This report contains over 600 links to online copies of actual asset purchase contract documents as submitted to the Securities Exchange Commission by biopharma companies and their partners.

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 dealmaking as well as a discussion on the merits and attributes of asset dealmaking.

Chapter 3 provides an overview of the structure of asset purchase deal contracts. The chapter includes numerous case studies to enable understanding of asset purchase deals for business, product, technology and royalty assets.

Chapter 4 provides a review of the leading asset purchase deals since 2000. Deals are listed by headline value, signed by bigpharma, most active bigpharma, and most active of all biopharma companies. Where the deal has an agreement contract published at the SEC a link provides online access to the contract.

Chapter 5 provides a comprehensive listing of the top 50 bigpharma companies with a brief summary followed by a comprehensive listing of asset purchase contract documents available in the public domain. Each deal title links via Weblink 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 all asset purchase agreement contracts since 2003 available in the public domain, respectively. Each chapter is organized by company A-Z, therapeutic area, and asset type: business, product, technology, royalty. Each deal title links via Weblink to an online version of the actual contract document, providing easy access to each contract document on demand.

The report also includes numerous tables and figures that illustrate the trends and activities in asset purchase dealmaking.

In conclusion, this report provides everything a prospective dealmaker needs to know about asset partnering, enabling thorough learning, education and due diligence prior and during the asset purchase dealmaking process.

Key Benefits

Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics report provides the reader with the following key benefits:

• In-depth understanding of product and asset purchase deal trends since 2000
• Analysis of the structure of product and asset purchase agreements with numerous real life case studies
• Comprehensive access to over 600 actual product and asset purchase contracts entered into by the world’s biopharma companies
• Detailed access to actual product and asset purchase contracts enter into by the leading fifty bigpharma companies
• Insight into the payment and deal terms included in a product and asset purchase agreement, together with real world clause examples
• 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

Report scope

Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics is intended to provide the reader with an in-depth understanding of product and asset purchase trends and structure of deals entered into by leading biopharma companies worldwide.

Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics includes:

• Trends in product and asset purchase dealmaking in the biopharma industry since 2000
• Analysis of product and asset purchase deal structure
• Average payment terms for product and asset purchase deals
• Case studies of real-life product and asset purchase deals
• Access to over 600 product and asset purchase contract documents
• The leading product and asset purchase deals by value since 2000
• Most active product and asset purchase dealmakers since 2000
• The leading product and asset purchase resources

In Asset Purchase Terms and Agreements in Pharma, Biotech and Diagnostics, the available contracts are listed by:

• Company A-Z
• Headline value
• Asset type: business, product, technology, royalty
• Therapeutic area
• Each deal title links via Weblink to an online version of the actual contract document, providing easy access to each contract document on demand.

Table Of Contents

Executive Summary

Chapter 1 – Introduction

Chapter 2 – Trends in asset purchase dealmaking
2.1. Introduction
2.2. Types of asset purchased
2.2.1. Trends in asset purchase deals since 2000
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
2.3.4.Technology 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
3.1. Introduction
3.2. Anatomy of an asset purchase deal
3.3. Example asset purchase agreements
3.3.1. Case study 1: Business asset: King Pharmaceuticals – JHP Pharmaceuticals – July 2007
3.3.2. Case study 2: Product asset: Eisai – Ligand – September 2006
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 – July 2007

Chapter 4 – Leading product and asset purchase deals
4.1. Introduction
4.2. Top business asset deals by value
4.3. Top product asset deals by value
4.4. Top royalty asset deals by value
4.5. Bigpharma asset purchase deal activity

Chapter 5 – Bigpharma product and asset purchase agreements
5.1. Introduction
5.2. How to use product and asset purchase agreements
5.3. Company product and asset purchasing agreement listings
Abbott
Actavis
Alcon Labs
Allergan
Amgen
Apotex
Astellas
AstraZeneca
Baxter International
Bayer
Biogen Idec
Boehringer Ingelheim
Bristol-Myers Squibb
Celgene
Cephalon
Chugai
CSL
Daiichi Sankyo
Dainippon Sumitomo
Eisai
Eli Lilly
Forest Laboratories
Genzyme
Gilead Sciences
GlaxoSmithKline
Hospira
Johnson & Johnson
Kyowa Hakko Kirin
Lundbeck
Meda
Menarini
Merck & Co
Merck KGaA
Mitsubishi Tanabe
Mylan
Novartis
Novo Nordisk
Nycomed Pharma
Otsuka
Pfizer
Ratiopharm
Roche
Sanofi-Aventis
Servier
Shionogi
Shire
Takeda
Teva
UCB
Watson

Chapter 6 – Product and asset purchase partnering agreement directory 2000-2010
6.1. Introduction
6.2. Company A-Z
6.3. By asset type
Business asset
Product asset
Royalty asset
Technology asset
6.4. By therapy area
Accident/Hospital/Trauma
Blood/Lymphatic System
Cardiovascular
Central nervous System
Dermatology
Gastrointestinal
Genetic
Genitourinary
Autoimmune/Inflammatory
Infection
Metabolism
Musculoskeletal
Oncology
Respiratory
Sensory Organ / Oral Health
Delivery
Diagnostics
Appendices

Appendix 1 – Product and asset partnering references
Appendix 2 – Resources
Appendix 3 – Deal type definitions
Appendix 4 – Example product asset purchase contract
About CurrentPartnering

List  of figures

Figure 1: Definition of assets purchased
Figure 2: Trends in asset purchase deal announcements, 2000-2010
Figure 3: Leading royalty asset investors
Figure 4: Recent royalty asset purchase agreement
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 business asset deals by value since 2003
Figure 9: Top product asset deals since 2003
Figure 10: Top royalty asset deals since 2003
Figure 11: Bigpharma – top 50 – asset purchase deals since 2003
Figure 12: Online partnering resources
Figure 13: Deal type definitions
Figure 14: Sample asset purchase agreement: Epoch Biosciences – Nanogen – DRI Capital – Sept 2006 - Asset purchase agreement for royalty interest in minor groove binder technology