There are three basic categories of biopharma Deal Types:

Possession

  • Acquisition – ownership of one legal entity by another legal entity
  • Asset Purchase – ownership of an asset or business unit by a legal entity
  • Assignment – permanent conveyance of an asset or right
  • Equity – purchase of a share of ownership of one legal entity by another legal entity
  • Loan – payment by one legal entity to another legal entity with obligation of repayment
  • Warrant – conditional purchase of a share of ownership of one legal entity by another legal entity

Access

  • Co-Market – two legal entities with independent rights to price, book and sell product
  • Co-Promotion – two legal entities with the joint right to sell a single product
  • Cross-License – exchange of license grants between two legal entities
  • Distribution – right to access supply and sell product
  • Joint Venture – establishment of a partnership, LLC or separate legal entity for developing, approving and/or selling product
  • Letter of Intent – two legal entities’ intention to convey access rights (may or may not be binding)
  • License – license grant from one legal entity to another
  • Option – conditional license grant from one legal entity to another
  • Restatement – significant change in terms governing a pre-existing conveyance of access
  • Sub-license – downstream license grant of a license that emanated from an upstream licensor
  • Settlement – resolution of a dispute regarding license access rights
  • Termination – ending a license grant or other access rights

Responsibility

  • Co-Development – the licensor performs unfunded development activities post-signing
  • CRO (“Contract Research Organization”) – the client funds services related to clinical trials
  • CSO (“Contract Sales Organization”) – the client funds services related to sales of product
  • CVR (“Contingent Value Rights”) – the legal entity taking possession has contingent financial obligations to the seller of the asset or legal entity
  • Development – the licensor performs funded development activities post-signing
  • Research – the licensor performs funded research activities post-signing
  • Services – the client funds services not generally termed research, development or supply
  • Supply – the client funds development and/or production related to product supply