The top 10 biotech deal terminations of 2011

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In biotech, the right partnering deal can make a company, bringing in cash, expert help and a major league endorsement for the science involved. If deals go bad, as they often do, the subsequent turmoil can break a company.

Anyone with any doubts about the stakes involved should take a close look at the top partnering deals that went bad in 2011. A number of the companies that had to watch their pharma mates walk away from the development marriage have openly struggled to survive the fallout. At least one won't survive the breakup, and more could follow.

This year's list, which we asked Deloitte Recap to crunch for us, includes a number of top deals from ‘07 and ‘08. So it's no wonder that some high profile partnerships went astray in the meantime. As Big Pharma retools its pipeline, shifts disease focuses and starts to demand a better return on the billions invested in drug development, it's not surprising to see more licensing deals breaking up under the pressure.

The heightened focus on productivity, says Deloitte Recap senior biotech analyst Chris Dokomajilar, has created a new mantra for the business: "Terminate often, terminate early."

If a drug program is going sour, the quicker you pull the plug, the more money can be saved. And one clean and easy way to engineer a public breakup, for any reason, is to file it under the heading of a "reprioritization."

"If something comes up that's not so favorable, the partners will terminate and that many times will be called a re-prioritization," says Dokomajilar, even if the real reason is a fundamental lack of confidence in efficacy. Whatever the real motivation, though, biotechs are better off when they make their ex-partner leave everything on the table before he leaves out the back door.

"The key here and the thing we're still seeing is a clean reversion of these deals," says the analyst. "The licensor gets back all rights and gets it back cleanly, so they don't have to pay an ongoing reverse royalty. It's very important for the licensor to go on and re-partner that compound."

The simple fact is that about half of the partnerships don't work as hoped for. But terminations aren't necessarily the kiss of death.

About 1 in 5 of the programs partnered up make it all the way through Phase III. About the same number flunk a key safety or efficacy standard and get killed. Of the remaining 60% of the deals that are terminated, roughly half are re-partnered and pushed ahead. Focusing just on the blockbusters in the mix, Deloitte Recap concluded that 8% had been partnered, re-partnered and then pushed on to major success.

"Upfronts have not actually been getting much smaller," adds the analyst. "The upfront payments along with equity and research support have been going up for a year or two. What's been going down are the milestones, so the deal value is coming down."

And keep an eye on the fine print.

"Any changes in terms of contract language should be to strengthen obligations on the larger partners and that can be harder to do. Licensees are paying the bills most of the time. I think biotechs have been giving, to let pharma run with it."

1. GlaxoSmithKline and Targacept
2. Shire and Renovo
3. Merck and Addex Pharmaceuticals
4. J&J's Janssen Pharmaceutical and Diamyd Medical
5. Cephalon and ImmuPharma
6. Novartis and Peptimmune
7. Novartis/Paratek Pharmaceuticals
8. Merck and Portola Pharmaceuticals
9. Eli Lilly and Amylin
10. Solvay and Depomed