Understanding the Deal Journey in the Context of Asymmetric Pharmaceutical R&D

This research addresses a significant gap in deal structuring: how are deals structured before being codified into contractual agreements. Focusing deals structuring in the context asymmetric pharmaceutical R&D, this study follows a process based perspective to map the temporal architecture of deal structuring as a phased, iterative, dyadic sequence of decision gates—Deal Viability (DVD), Early Alignment (EAD), and Deal Configuration (DCD). At EAD, a preliminary deal format is defined via the Shift of Property and Control (SPC), distinguishing full, partial, collaborative, and optional architectures implemented through asset- or equity-based focus. At DCD, the Control Rights Allocation Framework and Typology (CRAFT) operationalizes SPC into 11 empirically identified and executable control rights across. Integrating Transaction Cost Economics (TCE), Resource-Based View (RBV), Real Options (RO), and Incomplete Contract Theory (ICT), the thesis shows that these theories guide different phases conditionally and in sequence: RBV at DVD, TCE/ICT at EAD–DCD, and RO for optionality design. Empirically, it explains why comparable deals diverge by tracing how small differences in SPC and CRAFT propagate into distinct contractual forms and outcomes. Methodologically, it renders intermediary governance structures observable and analytically tractable. Theoretically, it inverts the contract–governance relationship: contracts codify, rather than generate, governance. Practically, the framework reduces renegotiation risk and improves execution readiness by sequencing strategy, architecture, and control design prior to legal drafting.