Transaction Case Studies
LICENSE AND COLLABORATION AGREEMENT TO ACCESS DIGITAL MEDICINE PLATFORM
CLIENT: Otsuka
PARTNER: Proteus
TRANSACTION:
Worldwide License and Collaboration Agreement
Situation Assessment
- Otsuka Pharmaceutical Co., Ltd is a global healthcare company that researches, develops, manufactures and markets innovative and original products, with a focus on pharmaceutical products for the treatment of diseases and consumer products for the maintenance of everyday health.
- Proteus Digital Health of Redwood City, CA, develops wearable and ingestible sensor technology that is used to deliver digital medications and other health and wellness products.
- Otsuka America Pharmaceutical, Inc. (OAPI) selected Locust Walk Partners as its exclusive business and corporate development advisor for this transaction.
Process Execution
- Led negotiations on financial terms (including equity) and in face-to-face negotiations of the term sheet
- Actively participated in face-to-face negotiations of the definitive agreement
- Developed robust sales and NPV models for the Client
- Supported financial and corporate due diligence on Proteus including scenario analysis
- Prepared BoD documents for the deal
Successful Outcome
- Collaboration and License agreement with Proteus Digital Health concluded June 25, 2012 after four months of due diligence and negotiations
- Exclusive collaboration to develop commercial products in two defined therapeutic areas
- Undisclosed total deal value but client was pleased with the outcome