The Dog That Stopped Barking

Here’s a piece of biopharma trivia that, like the dog that didn’t bark in Conan Doyle’s Silver Blaze — “the dog did nothing in the night-time” / “that was the curious incident” — is most interesting for what isn’t happening: the most recent biopharma alliance contracts that will ever appear in unredacted form on the SEC’s website are for deals filed in 2015, 2016, and (in a small number of cases) 2017. Whatever was filed afterwards has either been held back, redacted past meaningful use, or lawfully destroyed.

For four decades, biopharma BD&L practitioners worked with the assumption that any material alliance entered into by a US-listed biopharma company would, in time, surface in unredacted form via the SEC’s FOIA office. The mechanism was straightforward. Companies filed two copies of each material contract: a redacted version made public, and an unredacted version held under confidential treatment by the SEC. The duration of confidentiality and the level of redaction were both negotiated with SEC attorneys, typically resulting in a confidentiality period of three to ten years from the date of filing — most often three to five years for biopharma alliances. Once confidentiality expired, the unredacted version became subject to FOIA requests. Separately, the SEC was obligated to retain unredacted contracts for ten years past expiry of confidentiality, which meant that even contracts not promptly requested would remain available for an extended window. A 2008 filing with a three-year confidentiality period would have been FOIA-releasable in 2011; one with a ten-year period (initially or by extension) in 2018.

Three changes in 2020 ended this.

First, the SEC’s FOIA office stopped releasing newly-expired FOIA documents. Pending requests were canceled; new requests went unprocessed. Second, the SEC changed the rules so that biopharma companies were no longer required to send unredacted versions of alliance contracts to the SEC at all — the confidential-treatment process that had produced the unredacted record for forty years effectively ended. Third, and most consequentially for the existing record, the SEC reduced its post-confidentiality retention obligation from ten years to three. Combined with a 2019 US Supreme Court decision (Argus Leader) that limited what counts as “confidential” for FOIA purposes, the practical effect of the three 2020 changes was that contracts already at the SEC with confidentiality not yet expired in 2020 could be lawfully destroyed once their confidentiality periods ran out, contracts signed afterwards would not arrive at the SEC in unredacted form to begin with, and contracts already FOIA-eligible but not yet requested were no longer being released.

The horizon is now fixed. The most recent FOIA-released versions of biopharma alliance contracts are for deals filed as late as 2015 in the typical case, with a small number filed as late as 2017. Every alliance entered into over the past several years — and every alliance to be entered into going forward — has no FOIA-released contract record. None.

The numbers around this transition tell their own story. For deals commenced 2018-2020, public records contain more than 1,000 SEC-filed alliance contracts. For deals commenced 2021-2023, fewer than 300. Of $325 billion in potential alliance payments announced over 2021-2023, only $100 billion is covered by SEC-filed contracts in any form, redacted or otherwise; the remaining $225 billion (69%) was disclosed via press release alone. Two-thirds of that residual SEC filing happened in 2021, with a precipitous drop-off in 2022 and 2023.

Meanwhile, the industry has hummed along. According to J.P. Morgan, biopharma announced $454.6 billion in licensing deal value across 2024 and 2025 combined, with another $82.7 billion in Q1 2026 alone. Biotech IPOs over the same two years raised $5.4 billion across 28 issuers, with $1.8 billion and 6 issuers more in Q1 2026 — a quarterly figure already exceeding the entirety of 2025. Mega-alliances remain the dominant correlate of biotech survival, just as they have been for the past dozen years. Whatever else changed in 2020, the dependence of the biopharma industry on alliances did not.

What changed is the substrate underneath every BD&L decision.

When I started in this business, a BD&L professional preparing a comparable-deals analysis ahead of a partnering negotiation could pull thirty unredacted SEC-filed contracts in an afternoon and have a defensible read on what royalty rates, upfronts, and stacking provisions had cleared for similar assets. That BD&L professional can still pull thirty contracts — but the most recent one will be from 2015 or 2016 in the typical case, and the analysis will rest on a record that captures the world before mRNA vaccines launched, before GLP-1 obesity went mainstream, before the IRA, before the latest wave of China-originated assets reshaped global deal flow, before Inflation Reduction Act price negotiations changed how late-life-cycle product economics work. The market has moved; the comparability dataset has not.

For most biopharma BD&L practitioners, the response to this shift has been a quiet retreat to qualitative substitutes: reputation, prior dealings, “tribal knowledge” about who pays what. These substitutes have always been part of the work. What’s new is that they are now most of the work — because the objective record that previously kept the qualitative substitutes honest has gone dark.

The implication runs deeper than missing contract terms. Royalty stacking, third-party patent obligations, milestone slippage, diligence enforcement — every one of these is now negotiated against a counterparty’s reputation for behaving a certain way, rather than against a record of how that counterparty actually behaved in similar deals. The multiple of a deal’s press release over its actual terms has always reflected the filer’s personality. There has always been a multiple. In the absence of FOIA, personalities and multiples will evolve very quickly.

There is, however, one set of records about post-2020 biopharma alliances that did not go dark.

Patents are filed publicly. They are prosecuted in the open, examined against prior art that is itself disclosed, and litigated on a docket. Across the thirty-plus jurisdictions where any meaningful biopharma asset is protected, every alliance leaves a trail of composition-of-matter claims, method-of-use claims, divisional filings, oppositions, IPRs, family-member geographies, and citation neighborhoods. None of this depended on FOIA. None of it has gone dark.

What this means for partner-of-choice analysis, for asset valuation, and for the post-signing royalty and offset mechanics that determine whether a “successful alliance” actually enriches the originator — that’s the next four articles in this series.

For now, the dog that stopped barking is the contract record. The thing worth listening to is the patent record. Much of the biopharma industry hasn’t yet learned the new pitch.

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This is the first of five articles on what biopharma BD&L practitioners can read from the patent record now that the FOIA-disclosed contract record has ended. The next article looks at what a published patent specification reveals about an asset that the press release never will.