Cooley M&A (Cooley LLP)

Cooley’s 2026 Year Ahead for Life Sciences M&A: Competition and Creativity in a Dynamic Environment

Life‑sciences M&A rebounded in 2025 after a brief slowdown, highlighted by J&J’s $14.6 billion Intra‑Cellular acquisition and a surge in platform‑focused deals addressing $150 billion of patent‑cliff risk. Regulatory dynamics shifted as the FTC adopted a more predictable, traditional antitrust approach, while CFIUS scrutiny grew for cross‑border transactions. Deal structures evolved with heightened pre‑signing competition, aggressive break‑up and match provisions, and a sharp rise in contingent value rights, which appeared in 43.6% of public‑company deals. Looking ahead to 2026, the market is expected to stay robust, with global buyers pursuing pipeline replenishment and Chinese biotech emerging as a key source of innovation.