* 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?
Table of ContentsNumber of pages: 338Executive SummaryChapter 1 – IntroductionChapter 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 throu
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