Healthcare and life sciences companies are changing their dealmaking playbooks as collaborative structures offer a fresh route to innovation.

Traditional M&A remains important, but companies across the global healthcare and life sciences sector are increasingly using licensing and collaborative structures to access innovation without the cost, integration risk and capital commitment of full acquisitions.

This post examines how healthcare companies are deploying deal structures to access innovation efficiently, and how these dynamics are playing out in Japan.

Dealmaking structures as new routes to innovation

Many companies are asking how to access innovation efficiently if the most valuable ideas increasingly sit outside their organisations, and potentially outside their home market.

This trend is not unique to any one market: it is a global phenomenon driven by rising development costs and breakthrough technologies emerging increasingly from smaller biotechs.

Licensing, co-development, strategic collaborations, minority investments and targeted acquisitions now play a prominent role in how companies build pipelines and expand capabilities.

Why access may become more valuable than ownership

Historically, acquiring a company (and with it, a product pipeline or platform) was often seen as the clearest route to strategic advantage. Today, that calculation is more nuanced.

Emerging therapies and technologies carry significant development, regulatory and commercialisation risk, and their value may lie not in a single product but in a platform, dataset or research capability that develops over time.

Against this backdrop, collaborative transactions offer important advantages. Licensing arrangements can provide access to promising technology without acquiring an entire business, co-development agreements allow parties to share costs and risk, and minority investments may provide strategic visibility into a platform while preserving entrepreneurial agility.

How the dealmaking toolkit is being deployed in practice: a spotlight on Japan

A deeper look at recent Japanese transactions makes this shift visible. Companies are selecting transaction structures to match what they are actually seeking to acquire, including full commercial rights, a late-stage asset, or early-stage scientific synergy.

• Daiichi Sankyo's collaboration with AstraZeneca, announced in March 2019 for the global co-development and commercialisation of its antibody drug conjugate (ADC) [fam-] trastuzumab deruxtecan [-nxki] (Enhertu), illustrates access to shared value across the full R&D-to-market lifecycle. In this transaction, AstraZeneca agreed to pay Daiichi Sankyo up to US$6.9 billion, sharing development and commercialisation costs and profits worldwide except in Japan. Enhertu is now approved in more than 95 countries and has grown into an expanding franchise with eight FDA-approved indications, and Daiichi Sankyo replicated the collaboration model with Merck in 2023 for three further ADCs.

• Takeda's global licence and collaboration agreement with Innovent Biologics, signed in October 2025, instead shows access to a third party's late-stage pipeline. In this model, Takeda secured rights to two clinical-stage oncology assets (IBI363, IBI343) plus an option on a third, paying US$1.2 billion upfront (including US$100 million as equity investment in Innovent) against a total potential deal value of up to US$11.4 billion.

• A third pattern appears in Shionogi's 50/50 joint venture with Apnimed, formed in November 2023, to combine each company's science and to co-develop early-stage treatments for sleep apnea. Once the JV had advanced two clinical-stage candidate drugs, Shionogi paid US$100 million in March 2026 to buy out Apnimed's stake and take full ownership, illustrating how a collaborative structure can convert into full control once shared research produces results.

Together, these deals show how Japanese companies are aligning their deal structure to their desired access (commercial reach, a de-risked asset, or a partner's discovery capability) rather than defaulting to a single model.

A review of global healthcare deals involving Japanese acquirers over the past five years, based on Mergermarket transaction data, confirms that this is a broader pattern, not isolated examples.

Kyowa Kirin, Shionogi, Takeda, Otsuka and Astellas have all entered into collaborative structures in the last five years, suggesting a move away from reliance on any one transaction structure. Kyowa Kirin pursued three different modalities in its recent deals, including a technology licence, a company acquisition and a JV-based development collaboration; Shionogi employed rights acquisitions, minority investments, full acquisitions and joint venture structures; Takeda relied on licensing and asset acquisitions; and Otsuka and Astellas combined licensing, acquisitions and minority investments.

A similar dynamic is emerging in medical technology, where outbound transactions involve diagnostics, imaging, ophthalmology, endoscopy and healthcare equipment businesses, including activity by Olympus, Hoya, Canon Medical, Terumo, Menicon and Santen. Collaborations with digital health developers and AI companies are also enabling established players to access capabilities which would otherwise take years to build internally.

Examined collectively, this activity reveals not a preference for any single structure, but a willingness to deploy acquisitions, licences, collaborations and strategic investments depending on the opportunity involved, and increasingly on a global basis, with the United States the dominant destination, accounting for 41 of the 94 transactions in the dataset. Contrary to the assumption that collaborative structures are inherently lower value than acquisitions, several of the largest disclosed transactions in the dataset are licences or collaborations rather than outright acquisitions, including exclusive licences and strategic collaborations valued at more than US$1 billion.

Regulation follows substance, not labels

As deal values converge across structures, so too does regulatory scrutiny. Regulatory complexity remains a constant, but its form may shift.

Importantly, collaboration is not inherently easier to execute than acquisition from a regulatory perspective. Where a structure carries an equity, control or voting-rights component, it can trigger the same foreign-investment or sector-specific screening regimes that apply to outright acquisitions.

An acquisition may require merger control, foreign investment and sector-specific approvals; a minority investment or joint venture with a control component may attract the very same approvals; and licensing or co-development arrangements raise their own questions around competition law, IP and data sharing, particularly across borders.

One important consideration is that even if a minority investment falls below merger control filing thresholds, it does not necessarily follow that the parties can exchange information freely. Where the parties compete (including in jurisdictions outside the one where the investment takes place), the ongoing exchange of competitively sensitive information (such as pipeline data, pricing or commercial strategy) may be a standalone violation of competition law. Companies structuring minority investments for the purpose of accessing a partner’s technology or data should consider from the outset whether information barriers or clean team arrangements are needed to manage the antitrust risk, even in transactions that require no prior regulatory filing.

No structure is inherently simpler from a regulatory standpoint. The appropriate model must be assessed transaction by transaction, following the substance of the arrangement, including its equity, control and data elements, rather than its label.

Designing collaboration as a source of value

As healthcare and life sciences organisations focus less on ownership and more on securing access to technologies and capabilities wherever they emerge, legal structuring becomes more important.

The key questions often extend beyond valuation and economics, and towards:

• What rights and capabilities does each party actually need?

• How are IP rights, including background IP and improvements, allocated, and what data can be accessed, used and transferred across borders?

• How are milestones and funding shared, and what happens if priorities diverge, a programme fails or one party changes control?

• Which merger control, foreign investment, competition and sector-specific rules are engaged by the proposed rights?

Governance frameworks become just as important as the underlying technology. Well-designed arrangements align incentives, allocate risk and preserve flexibility as technologies evolve.

The next generation of healthcare and life sciences deals may not be defined by the size of acquisitions, but by the ability to bring together the right expertise using the right commercial and legal structures.