Goodwill

Goodwill

Is the immaterial value derived from factors such as the customers, efficiency, organization, credits, prestige, experience, and the position of the enterprise or business before third parties, a good location, quality merchandise or services, good relationships with the workers, labor stability, and the trust achieved in the financial sector because of good management.
It is a highly valued asset since it enhances the possibility to obtain new clients, suppliers, credits and places the enterprise in an advantageous position in relation to competitors.
The former standard points out the following restrictions
1. Only acquired intangibles are valued
2. Goodwill is often not identified
3. Intangibles are undervalued
4. The increased value of the intangible assets is not acknowledged
Examples of the terms of negotiations of intangible assets under the contract frameworks of the biopharmaceutical enterprises
1. Biotech company / Pharmaceutical company
  1. Gentium (Italia) Sigma-Tau Pharmaceuticals (Italia)
    1. Type of agreement (Date)
      1. License Manufacture Distribution and marketing (2010-01-12)
    2. Compound/ Disease
      1. Defibrotide occlusive arterial disease
    3. Nature of the agreement and financial terms
      1. Gentium amended a License Agreement they had with the Italian company Sigma-Tau Pharmaceuticals. The amendment consisted of including the development and commercialization in America (North, Central and South America) of the Defibrotide intra-venous formulation. Gentium will maintain the exclusive rights on the product in Europe and the rest of the world. The two companies will share the costs of development. Sigma Tau will pay Gentium: - 7 million dollars to the when signing the license agreement - 6 million dollars when FDA approves the commercialization of the product in the United States - 2 million dollars when Gentium transfers the approved non-disclosure agreement (NDA) to Sigma-Tau - 7 % in royalties on net sales in America and a margin of 31 % of the net sales in the United States or in Euros at 50 % per unit sold in that territory.
2. Biotech company / Pharmaceutical company
  1. Lonza (Switzerland)
    1. Nature of the agreement and financial terms
      1. GSK and Lonza subscribed a new agreement under which the former will support the development of the biopharmaceutical portfolio in progress of the latter; placing the productive capacity at the disposal of GSK for the production of five monoclonal antibodies at early stages of their development. Lonza will initially produce the five lots for the clinical trials of the five components and will later give access to that capacity to GSK so that they may respond to the demand of the product.
  2. Type of agreement (Date)
    1. Manufacture (2010-09-08)
  3. Compound/ Disease
    1. Five monoclonal antibodies
3. Biotech company / Pharmaceutical company
  1. Oxford BioTherapeutics, previously known as Oxford Genome Sciences (United Kingdom)
  2. GSK (United Kingdom)
  3. GSK (United Kingdom)
  4. Type of agreement (Date
    1. Research and development Marketing and distribution (2009-05-18)
  5. Compound/ Disease
    1. Unidentified
    2. Therapeutic antibodies
    3. Cancer
  6. Nature of the agreement and financial terms
    1. GSK and Oxford BioTherapeutics signed a strategic partnership for research, development and marketing novel therapeutic antibodies for the treatment of primary and metastatic cancers. GSK will develop a new therapy with antibodies, in close relationship with the new developments of Oxford. At the same time, Oxford will develop an antibody for the therapy that GSK will develop. On carrying out the test of concept, GSK will take over the clinical development and later the marketing of the product. Oxford BioTherapeutics will receive 370 million dollars (272.4 million Euros) on completing the development, registration and marketing of the product.
Examples
1. When Proctor and Gamble purchased Gillette in 63 billion dollars in 2005, the intangible assets were valued in 55 billion dollars, of which 35 billion corresponded to goodwill, representing 63.6 % of the intangible value. Hence, there was an overestimation of the intangible goodwill assets and an underestimation of the identified intangible assets.
2. Walt Disney paid 7.5 billion dollars for the Pixar digital animation studio. The intangible assets, brand and commercial names were valued in only 200 million dollars while the goodwill assets were valued in 5.6 billion dollars. This is another example of overestimation of goodwill assets and underestimation of the identified intangible assets
3. In 2006, Google purchased YouTube for 1.2 billion dollars, which reached the headlines of the brand stock exchange. Out of the entire purchase, only 200 million were attributed to the identified intangible assets and 83.4 % to goodwill. It is known that the success of YouTube is due to the expertise of the brand to attract subscribers, and theref

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