The Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, 4th edition report provides comprehensive understanding and unprecedented access to the merger and acquisition (M&A) agreements entered into by the worlds leading biopharma companies.

Fully revised and updated, the report provides details of merger and acquisition agreements from 2003 to end 2009

• Trends in merger and acquisition
• Merger and acquisition agreement structure
• M&A contract documents
• M&A agreement terms
• Top M&A deals by value
• Most active M&A dealmakers
• Bigpharma M&A dealmaking activity

The Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics report provides a detailed understand and analysis of how and why companies enter merger and acquisition deals. The majority of deals are acquisitions whereby the acquirer acquires the target company in a cash and/or equity transaction.

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 over 750 links to online copies of actual merger and acquisition contract documents as submitted to the Securities Exchange Commission by biopharma 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 merger and acquisition dealmaking and business activities. Chapter 1 provides an introduction to the report, whilst chapter 2 provides an analysis of the trends in mergers and acquisitions as well as a discussion on the merits of each type of deal.

Chapter 3 provides an overview of the structure of merger and acquisition deals. The chapter includes numerous case studies to enable understanding of both pure merger/acquisition deals and multicomponent deals where acquisition forms a part.

Chapter 4 provides a review of the leading M&A 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 including M&A frequency and acquired companies since 2000 followed by a comprehensive listing of M&A 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 merger and acquisition agreement contracts available in the public domain, respectively. The chapter is organized by company A-Z. Each deal title links via Weblink to an online version of the actual contract document, providing easy access to each contract document on demand.

Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, 4th edition is intended to provide the reader with an in-depth understanding of the merger and acquisition trends and structure of deals entered into by leading biopharma companies worldwide.

Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, 4th edition includes:

• Trends in merger and acquisition dealmaking in the biopharma industry since 2000
• Analysis of merger and acquisition deal structure
• Case studies of real-life merger and acquisition deals
• Access to over 750 merger and acquisition contract documents
• The leading merger and acquisition deals by value since 2000
• Most active merger and acquisition dealmakers since 2000
• The leading merger and acquisition partnering resources

In Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, 4th edition, the available contracts are listed by:

• Company A-Z
• Headline value

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 Merger and Acquisition Terms and Agreements in Pharma, Biotech and Diagnostics, 4th edition report provides comprehensive access to available contract documents for over 750 merger and acquisition deals. Analyzing actual contract agreements allows assessment of the following:

• What are the precise merger or acquisition terms agreed between the parties?
• What is the plan of merger and how will it be implemented?
• What is actually being acquired by the acquiring company?
• What is the payment structure for the deal?
• What are conditions of merger or acquisition?
• What are the rights of shareholders and dissenters?
• How are the key terms of the agreement defined?
• How are IPRs handled and owned?
• Who is responsible for what in the acquisition?
• How is confidentiality and publicity managed?
• Under what conditions can the deal be terminated?
• Which boilerplate clauses does the company insist upon?
• Which boilerplate clauses appear to differ from acquisition to acquisition?
• Which jurisdiction does the company insist upon for agreement law?

Executive Summary

Chapter 1 – Introduction

Chapter 2 – Trends in M&A dealmaking

• 2.1. Introduction
• 2.2. Difference between merger and acquisition deals
• 2.3. Trends in M&A deals since 2000
• 2.3.1. Japanese M&A accelerates
• 2.3.2. Option to acquire the new acquisition?
• 2.3.3. Case study 1: Cephalon – Ception
• 2.3.4. Case study 2: Endo – Indevus
• 2.4. When M&A can be useful
• 2.5. Attributes of M&A deals
• 2.6. Partnering deals with M&A component
• 2.6.1. Partnering as a precursor to M&A
• 2.6.1.a. Case study 3: Shire – New River
• 2.6.2. Equity as part of partnering deal
• 2.6.2.a. Case study 4: Merck – Gtx
• 2.6.2.b. Case study 5: Pfizer – Icagen
• 2.6.2.c. Case study 6: Genentech – Tercica
• 2.6.3. Conversion of partnership to acquisition
• 2.6.4. But M&A is not always the route followed
• 2.7. Bigpharma mega mergers – are we at the end of the road?
• 2.7.1. Growth of Pfizer through M&A
• 2.7.2. Growth of GlaxoSmithKline through M&A
• 2.8. Accessing innovation through M&A
• 2.8.1. Bigpharma acquisitions of small companies
• 2.8.1a. Case study 7: Abbott – Kos Pharmaceuticals
• 2.8.1.b. Case study 8: Merck – Sirna Therapeutics
• 2.8.2. Medium and small biopharma – use of M&A
• 2.8.2.a. Case study 9: Merck KgaA – Serono
• 2.8.2.b. Case study 10: Nycomed – Altana
• 2.8.3. Using M&A to build a company
• 2.8.3.a. Case study 11: Shire – built from M&A
• 2.8.3.b. Case study 12: Zeneus - acquiring a ready-made European capability
• 2.8.3.c. Case study 13: Novartis – from pure pharma to half generic
• 2.8.4. Emergence of biotech-biotech mergers
• 2.8.4.a. Case study 14: Merger between Biogen and Idec
• 2.8.4.b. Case study 15: Amgen acquisition activity
• 2.9. The emerging role of private equity in M&A
• 2.10. Implementing M&A transactions
• 2.11. Joint ventures as alternative to M&A
• 2.12. The future of M&A in biopharma

Chapter 3 – Overview of M&A deal structure

• 3.1. Introduction
• 3.2. Pure versus multi-component acquisition deals
• 3.3. Pure M&A agreement structure
• 3.3.1. Example acquisition agreements
• 3.3.1.a. Case study 16: Novartis – Eon Labs – February 2005
• 3.4. Acquisition as part of a wider alliance agreement
• 3.4.1. Example acquisition option clauses
• 3.4.1.a. Case study 16: MGI Pharma – AkaRx – October 2007
• 3.5. Merger agreements
• 3.5.1. Example merger agreements
• 3.5.1.a. Case study 18: Corgentech – AlgoRx – September 2005

Chapter 4 – Leading M&A deals

• 4.1. Introduction
• 4.2. Top M&A deals by value
• 4.3. Top merger deals
• 4.4. Top M&A deals signed by bigpharma
• 4.5. Most active M&A dealmakers
• 4.5.1 Inverness Medical Innovations
• 4.5.2. Johnson & Johnson
• 4.5.3. Novartis
• 4.6. Bigpharma M&A deal activity
• 4.7. Bigpharma created through M&A
• 4.7.1. Forcing Japanese pharma into the M&A game

Chapter 5 – Bigpharma M&A agreements

• 5.1. Introduction
• 5.2. How to use M&A agreements
• 5.3. Company M&A agreement listings
• Abbott
• Actavis
• Alcon Labs
• Allergan
• Amgen
• Astellas
• AstraZeneca
• Baxter
• Bayer
• Biogen Idec
• Boehringer Ingelheim
• Bristol-Myers Squibb
• Cephalon
• Chugai
• CSL
• Daiichi Sankyo
• Dainnipon Sumitomo
• Eisai
• Eli Lilly
• Forest Laboratories
• Genentech
• Genzyme
• Gilead Sciences
• GlaxoSmithKline
• Hospira
• Johnson & Johnson
• Lundbeck
• Menarini
• Merck & Co
• Merck Serono
• Mitsubishi-Tanabe
• Mylan
• Novartis
• Novo Nordisk
• Nycomed Pharma
• Otsuka
• Pfizer
• Procter & Gamble
• Ratiopharm
• Roche
• Sanofi-Aventis
• Schering Plough
• Servier
• Shire
• Solvay
• Takeda
• Teva
• UCB
• Watson
• Wyeth

Chapter 6 – M&A agreement directory 2003-2010

• 6.1. Introduction
• 6.2. Company A-Z

Appendices

• Appendix 1 – M&A references
• Appendix 2 – Resources
• Appendix 3 – Deal type definitions
• Appendix 4 – Example M&A contract document – mega acquisition
• Appendix 5 - Example M&A contract document – acquisition

Figures

• Figure 1: Definition of merger and acquisition
• Figure 2: Trends in M&A deal announcements, 2000-2009
• Figure 3: Merger specific deals 2000-2009
• Figure 4: Key recent M&A trends – 2005 to present
• Figure 5: Recent Japanese M&A
• Figure 6: Recent ‘option to acquire’ deals
• Figure 7: Situations where M&A can prove useful
• Figure 8: Recent private biotech acquisitions
• Figure 9: Partnering deals including equity stake – 2000 to 2009
• Figure 10: Recent partnering deals involving equity participation in the licensor
• Figure 11: Equity investments converting to acquisitions
• Figure 12: Pfizer’s growth through M&A since 2000
• Figure 13: GSK’s growth through M&A
• Figure 14: Shire’s M&A history
• Figure 15: Amgen’s biotech-biotech acquisition trail
• Figure 16: Private equity M&A activity, 2007-2009
• Figure 17: Issues in implementing M&A agreements
• Figure 18: Joint venture agreements, 2000-2009
• Figure 19: Example joint ventures in the biopharma sector
• Figure 20: Future trends in M&A in biopharma
• Figure 21: Components of the acquisition deal structure
• Figure 22: Components of the merger deal structure
• Figure 23: Top 50 M&A deals by value since 2000
• Figure 24: Top merger deals by value since 2000
• Figure 25: Top 50 M&A deals signed by bigpharma value since 2000
• Figure 26: Growing by acquisition - most active M&A dealmakers 2003-2009
• Figure 27: Building through M&A – Inverness Medical Innovations
• Figure 28: Building through M&A – Johnson & Johnson
• Figure 29: Building through M&A – Novartis
• Figure 30: Bigpharma – top 50 – M&A deals since 2003
• Figure 31: New companies out of old – the role of M&A in bigpharma league promotion
• Figure 32: Japanese pharma plays the M&A game
• Figure 33: Online partnering resources
• Figure 34: Deal type definitions
• Figure 35: M&A agreement between Ligand and Metabasis, October 2009

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