The pharmaceutical industry is experiencing a resurgence in merger and acquisition activity as major drugmakers seek to counter the approaching expiration of key patents, known as the "patent cliff." This trend has driven increased demand for sophisticated legal expertise to navigate the complex regulatory, competitive, and intellectual property challenges inherent in these deals.
Lawyers specializing in mergers and acquisitions (M&A) play critical roles, including verifying the condition of assets, assessing regulatory and litigation risks, and negotiating solutions to facilitate smooth transactions. Robert Darwin, a partner at the law firm Sidley Austin, compares the role of M&A lawyers to that of aircraft engineers, emphasizing their responsibility to ensure deals conclude successfully.
This wave of consolidation has been notably pronounced in the biotech sector. According to the US investment firm Stifel, the number of biotech companies acquired for at least $1 billion in 2026 has already surpassed the total for all of 2025, which saw a record 35 such deals.
One of the most significant mergers last year was the acquisition of CureVac by its fellow German biotech, BioNTech. The two firms had a public history of competition, initially pitting themselves against each other to develop the first mRNA vaccine during the Covid-19 pandemic. BioNTech emerged as the clear winner in December 2020 through its partnership with Pfizer, generating substantial revenue and contributing to the global effort to contain the virus.
In contrast, CureVac’s Covid-19 vaccine candidate failed to meet the required efficacy threshold in clinical trials, resulting in a sharp decline in its share price. The rivalry intensified in 2022 when CureVac filed a patent infringement lawsuit against BioNTech, alleging unauthorized use of its intellectual property in the development of BioNTech’s successful vaccine and seeking financial compensation.
Despite these disputes, the companies announced a strategic alliance in 2025, culminating in BioNTech’s acquisition of CureVac for approximately $1.25 billion in an all-stock transaction. This move marked a significant realignment for both companies as they shifted focus from Covid-19 vaccines to the development of mRNA-based cancer therapies. CureVac had previously divested its influenza and Covid-19 vaccine programs to the British pharmaceutical company GlaxoSmithKline (GSK) in 2024.
The transaction, which took about a year to finalize, involved intricate legal scrutiny. Sibel Yilmaz, a Brussels-based partner at the law firm Covington that advised BioNTech, noted that her legal team engaged in detailed assessments as part of the process.
Overall, the pharmaceutical sector’s current deal-making surge reflects broader industry dynamics where patent expirations threaten revenue streams, prompting larger firms to acquire innovative smaller companies to maintain growth and competitive advantage. However, these deals frequently navigate complex regulatory frameworks and intellectual property disputes, underlining the vital role of legal professionals in facilitating these transactions.