世界の合弁事業・事業提携の動向：製薬企業、バイオテクノロジー企業、診断企業の場合

当レポートでは、世界の最大手バイオテクノロジー（ライフサイエンス）企業における合弁事業（ジョイントベンチャー）取引や事業提携（パートナーシップ）取引の動向について分析し、合弁事業締結の理由・契機や方法、目的の達成度、契約・取引の条件、関係企業の一覧とプロファイル（コンタクト情報など）といった情報をお届けいたします。

エグゼクティブ・サマリー

第1章 イントロダクション

第2章 合弁事業提携の傾向

• イントロダクション
• 合弁事業（ジョイントベンチャー）取引の定義
• 合弁事業提携の成功要因
• 合弁事業提携が役立つ場合
• 合弁事業提携の特性
• 合弁事業の業務を推進させるためのパートナーとの提携
• 2009年以降の合弁事業提携の傾向
• 合弁事業提携の今後

第3章 合弁事業の取引構造：概要

• イントロダクション
• 合弁事業の契約構造
• 業弁事業契約の事例
  • ケーススタディ1：Agila Specialties・Pfenex間（2013年4月）
  • ケーススタディ2：Dance Biopharm・Harmony Asse間（2013年10月）

第4章 代表的な合弁事業取引

• イントロダクション
• 主な合弁事業取引（金額別）
• 合弁事業に最も積極的な企業

第5章 大手製薬企業にとっての合弁事業取引

• イントロダクション
• 合弁事業取引の利用方法
• 合弁事業契約を締結した企業の一覧（全31社）

第6章 大手バイオテクノロジー企業の合弁事業取引

• イントロダクション
• 合弁事業取引の利用方法
• 合弁事業契約を締結した企業の一覧（全50社）

第7章 合弁事業提携の一覧（過去6年間分）

• イントロダクション
• 企業名順
• 治療領域別
• 締結時の治験の進行段階別
• 技術領域別

付録

図表一覧

The Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 report provides comprehensive understanding and unprecedented access to the joint venture partnering agreements entered into by the worlds leading healthcare companies

The Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 report provides comprehensive understanding and unprecedented access to the joint venture deals and agreements entered into by the worlds leading life science companies.

This report provides details of the latest joint venture agreements announced in the pharmaceutical, biotechnology and diagnostic sectors. Fully up to date, the report provides details of joint venture agreements from 2010.

There is an increasing willingness for parties to enter joint venture deals; such deals enable both parties to benefit from the upside of a big product win, whereas traditional licensing deals forfeit upside for near term upfront, milestone and royalty payments.

Joint venture partnering allow the parties to securitize value and reduce risk, but keep a part of the potential upside should the product reach the market. Event if the licensor does not commercialize the project they can either sell those rights to the licensee partner or another partner for an amount higher than would have been achieved at an earlier stage licensing deal.

Another reason for joint venture deals is the joint origin of a project. Drug development projects often require various scientific and technological novelties that stem from different companies. If both companies contributed to the origination of the project, then both have from the beginning a stake in the project.

The report provides a detailed understanding and analysis of how and why companies enter joint venture 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 joint venture deals announced since 2010 as recorded in the Current Agreements deals and alliances database, including financial terms where available, plus links to online copies of actual joint venture 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 joint venture dealmaking and business activities. Chapter 1 provides an introduction to the report, whilst chapter 2 provides an analysis of the trends in joint venture as well as a discussion on the merits of the type of deal.

Chapter 3 provides an overview of the structure of joint venture deals. The chapter includes numerous case studies to enable understanding of joint venture deals.

Chapter 4 provides a review of the leading Joint venture deals since 2010. Deals are listed by headline value. 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 most active Joint venture dealmaker companies. Each deal title links via Current Agreements deals and alliances database to an online version of the full deal record, and where available, the actual contract document, providing easy access to each deal record on demand.

Chapter 6 provides a comprehensive and detailed review of Joint venture deals organized by company A-Z, therapy, technology and industry type signed and announced since 2010 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 Joint venture deal.

The appendices to the report includes a comprehensive listing of all Joint venture deals announced since 2010. Each listing is organized as an appendix by company A-Z, stage of development at signing, therapeutic area and industry type. 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 Joint venture dealmaking since 2010.

In conclusion, this report provides everything a prospective dealmaker needs to know about Joint venture alliances.

Key benefits

Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 provides the reader with the following key benefits:

• In-depth understanding of joint venture partnering deal trends since 2010
• Analysis of the structure of joint venture agreements with numerous real life case studies
• Comprehensive listing of all joint venture deals since 2010, together with deal terms, value and press release
• Comprehensive access to actual joint venture contracts entered into by the world's life science companies
• Insight into the terms included in a joint venture 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

• Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 is intended to provide the reader with an in-depth understanding of the joint venture trends and structure of deals entered into by leading life science companies worldwide.

Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 includes:

• Trends in joint venture dealmaking in the biopharma industry since 2010
• Analysis of joint venture deal structure
• Case studies of real-life joint venture deals
• Comprehensive listing of joint venture deals since 2010
• Access to joint venture contract documents
• The leading joint venture deals by value since 2010
• Most active joint venture dealmakers since 2010
• The leading joint venture partnering resources

In Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 available deals and contracts are listed by:

• Company A-Z
• Headline value
• Therapeutic area
• Technology type
• Each deal title links via Weblink to an online version of the actual deal record and where available, contract document, providing easy access to each contract document on demand.

The Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 report provides comprehensive access to available contract documents for joint venture deals. Analyzing actual contract agreements allows assessment of the following:

• What are the precise rights granted or optioned?
• What is actually granted by the agreement to the partner company?
• What exclusivity is granted?
• What is the payment structure for the deal?
• How do milestone align with clinical stage development phases?
• How are salesand payments audited?
• What is the deal term?
• How are the key terms of the agreement defined?
• How are IPRs handled and owned?
• Who is responsible for commercialization?
• Who is responsible for development, supply, and manufacture?
• How is confidentiality and publication managed?
• How are disputes to be resolved?
• Under what conditions can the deal be terminated?
• What happens when there is a change of ownership?
• What sublicensing and subcontracting provisions have been agreed?
• Which boilerplate clauses does the company insist upon?
• Which boilerplate clauses appear to differ from partner to partner or deal type to deal type?
• Which jurisdiction does the company insist upon for agreement law?

Benefits

Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2010-2016 provides the reader with the following key benefits:

• In-depth understanding of joint venture deal trends since 2010
• Analysis of the structure of joint venture agreements with numerous real life case studies
• Comprehensive access to over 500 joint venture deals entered into by the world's biopharma companies, together with contract documents if available
• 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
• Identify leading joint venture deals by value since 2010
• Identify the most active joint venture dealmakers since 2010
• Full listing of joint venture deals by company A-Z, headline value, phase of development, deal type, therapy and technology focus

Table of Contents

Executive Summary

Chapter 1 - Introduction

Chapter 2 - Trends in joint venture partnerships

• 2.1. Introduction
• 2.2. Definition of joint venture deals
• 2.3. Success factors for joint venture partnerships
• 2.4. When joint venture partnerships can be useful
• 2.5. Attributes of joint venture partnerships
• 2.6. Aligning partners to make the joint venture work
• 2.7. Trends in joint venture partnerships since 2010
  • 2.7.1. Joint venture dealmaking by year, 2010 to 2016
  • 2.7.2. Joint venture dealmaking by stage of development 2010 to 2016
  • 2.7.3. Joint venture dealmaking by industry sector 2010 to 2016
  • 2.7.4. Joint venture dealmaking by therapy area, 2010 to 2016
  • 2.7.5. Joint venture dealmaking by technology type, 2010 to 2016
  • 2.7.6. Joint venture dealmaking by most active company, 2010 to 2016
• 2.8. The future of joint venture partnerships

Chapter 3 - Overview of joint venture deal structure

• 3.1. Introduction
• 3.2. Joint venture agreement structure
• 3.3. Example joint venture agreements
  • 3.3.1. Case study 1: Agila Specialties - Pfenex
  • 3.3.2. Case study 2: Dance Biopharm - Harmony Asset

Chapter 4 - Leading joint venture deals

• 4.1. Introduction
• 4.2. Top joint venture deals by value

Chapter 5 - Top 50 most active active joint venture dealmakers

• 5.1. Introduction
• 5.2. Top 50 most active joint venture dealmakers

Chapter 6 - Joint venture deals including contracts directory

• 6.1. Introduction
• 6.2. Joint venture deals with contracts 2010 to 2016

Appendices

• Appendix 1 - Joint venture dealmaking by companies A-Z
• Appendix 2 - Joint venture dealmaking by industry sector
• Appendix 3 - Joint venture dealmaking by stage of development
• Appendix 4 - Joint venture dealmaking by therapy area
• Appendix 5 - Joint venture dealmaking by technology type
• Appendix 6 - Joint venture references
• Appendix 7 - Resources
• Appendix 8 - Deal type definitions
• About Wildwood Ventures
• Current Partnering
• Current Agreements
• Recent report titles from CurrentPartnering

TABLE OF FIGURES

• Figure 1: Definition of joint venture
• Figure 2: Situations where joint venture partnerships can prove useful
• Figure 3: Key components of a joint venture partnership
• Figure 4: Issues in implementing joint venture partnership agreements
• Figure 5: Trends in joint venture deal announcements, 2010- 2016
• Figure 6: Joint venture deals signed at each phase of development, 2010- 2016
• Figure 7: Joint venture deals by industry sector, 2010 to 2016
• Figure 8: Joint venture deals by therapy area, 2010 to 2016
• Figure 9: Joint venture deals by technology type, 2010 to 2016
• Figure 10: Top 50 most active joint venture dealmakers, 2010 to 2016
• Figure 11: Joint venture shareholder agreements - what should a contract include?
• Figure 12: Components of the joint venture deal structure
• Figure 13: Top joint venture deals by value since 2010
• Figure 14: Most active joint venture dealmakers 2010 to 2016
• Figure 15: Online partnering resources
• Figure 16: Deal type definitions