Product and Asset Purchase Agreements in Pharma, Biotech and Diagnostics

Summary

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

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 asset - 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 500 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 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.

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
    • Amgen
    • Astellas
    • AstraZeneca
    • Barr Pharmaceuticals
    • Baxter International
    • Bayer
    • Biogen Idec
    • Boehringer Ingelheim
    • Bristol-Myers Squibb
    • Chugai
    • CSL
    • Daiichi Sankyo
    • Eisai
    • Eli Lilly
    • Forest Laboratories
    • Genentech
    • Genzyme
    • Gilead Sciences
    • GlaxoSmithKline
    • Johnson & Johnson
    • King
    • Lundbeck
    • Menarini
    • Merck & Co
    • Merck - Serono KGaA
    • Mitsubishi
    • Mundipharma
    • Novartis AG
    • Novo Nordisk
    • Nycomed Pharma
    • Otsuka
    • Pfizer
    • Procter & Gamble
    • Ratiopharm
    • Roche
    • Sanofi-Aventis
    • Schering Plough
    • Servier
    • Shire
    • Solvay
    • Stada
    • Takeda
    • Teva
    • UCB
    • Watson
    • Wyeth
• Chapter 6 - Product and asset purchase partnering agreement directory 2000-2008
  • 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
    • Recent report titles from CurrentPartnering
    • Order Form - Reports
    • Order form - Company Dealmaking Profiles
• Table of figures
  • Figure 1: Definition of assets purchased
  • Figure 2: Trends in asset purchase deal announcements, 2000-2008
  • 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 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