医薬品・バイオテクノロジー・診断関連事業者による合弁事業：提携条件・合意内容

当レポートでは、医薬品・バイオテクノロジー・診断関連事業者による合弁事業提携の契約動向を調査し、合弁事業提携の構造、成功因子、ケーススタディ、近年の提携契約の動向、開発フェーズ・治療分野・技術など各種区分別の内訳、主な大型契約、提携契約に積極的な企業のプロファイルなどをまとめています。

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 合弁事業提携の動向

• イントロダクション
• 共同R&D提携：定義
• 合弁事業提携の成功因子
• 合弁事業提携が有効な事例
• 合弁事業提携の属性
• パートナー選定
• 合弁事業提携の動向
  • 年別
  • 開発フェーズ別
  • 産業部門別
  • 治療分野別
  • 技術タイプ別
  • 主要企業別
• 将来の展望

第3章 合弁事業契約の構造：概要

• イントロダクション
• 合弁事業契約の構造
• 合弁事業契約の例

第4章 主要契約

• イントロダクション
• 主要契約：契約額別

第5章 主要25社

• イントロダクション
• もっとも活発な事業者25社

第6章 契約ディレクトリ

付録

The Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2014-2020 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 2014-2020 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 2014.

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 2014 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 2014. 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 25 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 2014 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 2014. 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 2014.

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 2014-2020 provides the reader with the following key benefits:

• In-depth understanding of joint venture partnering deal trends since 2014
• Analysis of the structure of joint venture agreements with numerous real life case studies
• Comprehensive listing of all joint venture deals since 2014, 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 2014-2020 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 2014-2020 includes:

• Trends in joint venture dealmaking in the biopharma industry since 2014
• Analysis of joint venture deal structure
• Case studies of real-life joint venture deals
• Comprehensive listing of joint venture deals since 2014
• Access to joint venture contract documents
• The leading joint venture deals by value since 2014
• Most active joint venture dealmakers since 2014
• The leading joint venture partnering resources

In Global Joint Venture Partnering Terms and Agreements in Pharma, Biotech and Diagnostics 2014-2020 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 2014-2020 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 sales and 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 2014-2020 provides the reader with the following key benefits:

• In-depth understanding of joint venture deal trends since 2014
• Analysis of the structure of joint venture agreements with numerous real life case studies
• Comprehensive access to over 350 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 2014
• Identify the most active joint venture dealmakers since 2014
• 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 2014
  • 2.7.1. Joint venture dealmaking by year, 2014 to 2020
  • 2.7.2. Joint venture dealmaking by stage of development 2014 to 2020
  • 2.7.3. Joint venture dealmaking by industry sector 2014 to 2020
  • 2.7.4. Joint venture dealmaking by therapy area, 2014 to 2020
  • 2.7.5. Joint venture dealmaking by technology type, 2014 to 2020
  • 2.7.6. Joint venture dealmaking by most active company, 2014 to 2020
• 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 25 most active active joint venture dealmakers

• 5.1. Introduction
• 5.2. Top 25 most active joint venture dealmakers

Chapter 6 - Joint venture deals including contracts directory

• 6.1. Introduction
• 6.2. Joint venture deals with contracts 2014 to 2020

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, 2014- 2020
• Figure 6: Joint venture deals signed at each phase of development, 2014- 2020
• Figure 7: Joint venture deals by industry sector, 2014 to 2020
• Figure 8: Joint venture deals by therapy area, 2014 to 2020
• Figure 9: Joint venture deals by technology type, 2014 to 2020
• Figure 10: Top 25 most active joint venture dealmakers, 2014 to 2020
• 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 2014
• Figure 14: Most active joint venture dealmakers 2014 to 2020
• Figure 15: Online partnering resources
• Figure 16: Deal type definitions