Pfizer's Departure from ViiV: A Giant's Turnaround Amid the $400 Billion Patent Cliff

2026-01-26 09:23

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The 17-year partnership between two pharmaceutical giants, Pfizer and GSK, has officially come to an end.

 

On January 20, Pfizer formally divested its stake in ViiV Healthcare, with Shionogi set to take its place as the second-largest shareholder. ViiV Healthcare will issue new shares to Shionogi while canceling the 11.7% equity held by Pfizer. The total consideration for the transaction amounts to $2.125 billion, of which Pfizer will receive $1.875 billion and GSK, the other shareholder, will get a special dividend of $250 million.

 

Upon the completion of the deal, ViiV's shareholding structure will be streamlined. GSK will maintain its 78.3% stake, while Shionogi's shareholding will increase to 21.7%. On the surface, this appears to be a routine equity adjustment. However, taking a broader view reveals that divesting non-core assets while actively pursuing external mergers and acquisitions has been a common practice among multinational corporations (MNCs) over the past decade. Pfizer's exit this time is precisely a microcosm of this trend.

 

Instead of clinging to the narrative of "expansive diversification" that pursues scale and comprehensiveness, MNCs are now opting to consolidate their business focus and deepen their competitive moats.

 

 

 

 

 

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Pfizer's Strategic Divestiture and Focus

 

 

 

Let us trace back to the very beginning of this story. In 2009, GSK and Pfizer co-founded ViiV Healthcare with a joint investment, focusing on the research and development of new anti-HIV drugs to provide novel treatment options for AIDS patients. At its inception, GSK held an 85% stake and Pfizer owned the remaining 15%. In 2012, ViiV acquired Shionogi's HIV product portfolio, and in return, Shionogi obtained a 10% equity stake in ViiV.

 

Two decades ago, diversification strategies that pursued scale and comprehensiveness were prevalent among multinational corporations (MNCs). Back then, Pfizer claimed it would cover 25 therapeutic areas and built a sprawling pharmaceutical empire spanning pharmaceuticals, vaccines, consumer health, animal health, and other businesses through a series of mergers and acquisitions. Particularly in 2009, Pfizer acquired Wyeth for $68 billion. This transaction not only significantly enriched Pfizer's product pipeline but also helped it navigate the previous round of the "patent cliff" crisis smoothly.

 

However, Pfizer's strategy has undergone a quiet shift in recent years. In 2019, Pfizer and GSK merged their consumer health businesses to establish Haleon. Over the following years, Pfizer gradually divested its stake in Haleon, eventually exiting completely to finalize the spin-off of this business segment. In 2020, Pfizer spun off its traditional generic drug and off-patent drug businesses, transferring products including Lipitor and Norvasc into Viatris, a company formed through its merger with Mylan. This stands as Pfizer's most significant asset divestiture in recent years. Looking back on these divestment moves, it becomes easy to understand Pfizer's decision to withdraw from ViiV this time.

 

Since its establishment, ViiV has remained dedicated to the development of new anti-HIV drugs and currently has 15 approved medications in its portfolio. For GSK, ViiV's products serve as the core growth driver for its HIV business. In 2008, the year before ViiV's founding, GSK's HIV product sales reached £1.6 billion; by the first three quarters of 2025, this product portfolio had generated sales of £5.538 billion, accounting for approximately 23% of GSK's total product sales during the same period. GSK stated that the growth in HIV sales primarily stems from three drugs: Dovato, Cabenuva, and Apretude, all of which are developed by ViiV.

 

For Pfizer, however, the HIV business was merely an attempt to expand pipeline diversification in the past. Following its exit from ViiV, Pfizer no longer holds any HIV-related pipeline assets. At the recently concluded J.P. Morgan (JPM) Healthcare Conference, Pfizer CEO Albert Bourla revealed that Pfizer's top priority in 2026 is to maximize the value of its key transactions. These key transactions specifically refer to its acquisitions of Biohaven, Seagen, and Metsera, targeting the central nervous system (CNS), oncology, and metabolic therapy areas respectively.

 

In 2022, Pfizer acquired Biohaven for approximately $11.6 billion, with a strong focus on bolstering its presence in neuroscience and migraine treatment. The core product brought by this acquisition is Rimegepant (Nurtec ODT/Vydura), a CGRP receptor antagonist, which achieved sales of $1.019 billion in the first three quarters of 2025, representing a year-on-year increase of 17%.

 

In 2023, Pfizer made an even bolder move, acquiring Seagen for a high price of $43 billion, thereby gaining access to several crucial antibody-drug conjugate (ADC) pipelines in one fell swoop, including Adcetris, Padcev, and Tivdak. Among these, Padcev, a Nectin-4-targeting ADC, recorded sales of $1.432 billion in the first three quarters of 2025, a year-on-year surge of 25%.

 

After a brief lull, in 2025, Pfizer outbid Novo Nordisk and successfully acquired Metsera for $10 billion, securing MET-097i, an ultra-long-acting GLP-1 receptor agonist requiring only once-monthly administration, as well as an oral GLP-1 molecule. This acquisition has positioned Pfizer well in the future weight-loss market ahead of time.

 

Bourla emphasized that these three key transactions account for 80% of Pfizer's total investments. "We will ensure that these investigational products scale up more rapidly and accelerate the advancement of their R&D pipelines," he stated.

 

 

 

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The "Collective Streamlining" of MNCs

 

 

 

Pfizer is not an isolated case; accelerating the divestiture of non-core assets has become a shared trend among multinational corporations (MNCs). For instance, as mentioned earlier, GSK also gradually sold off its stake in Haleon—the consumer health joint venture established with Pfizer—in the subsequent years, recycling capital to inject into core R&D initiatives.

 

Johnson & Johnson is another player that spun off its consumer health brands. In 2023, J&J hived off all its consumer health portfolios, including Tylenol, Band-Aid, and Neutrogena, into Kenvue, an independent entity that was later listed on the stock market. In 2025, Sanofi signed an agreement with private equity giant Clayton, Dubilier & Rice (CD&R) to sell a 50% controlling stake in its consumer healthcare business Opella to CD&R.

 

Additionally, Bayer divested its animal health division to Elanco in a deal worth $6.89 billion; Merck & Co. also spun off its women’s health products, along with a portfolio of generic drugs and off-patent medicines, integrating these assets to form Organon, an independent publicly traded company.

 

These divestment moves share a highly consistent strategic direction: exiting mature consumer markets or non-core therapeutic areas characterized by slowing growth and low profit margins, and redirecting valuable cash flow and management resources toward high-growth, high-margin innovative R&D.

 

This strategic pivot among MNCs is largely driven by the pressure of the "patent cliff". Data from American Bazaar indicates that between 2025 and 2030, the pharmaceutical industry may face the most severe patent cliff crisis in its history—nearly 200 blockbuster drugs will lose patent protection, resulting in a staggering revenue loss. As these blockbusters go off-patent, MNCs are projected to suffer a combined revenue decline of $400 billion, with individual companies facing potential losses ranging from $6 billion to $38 billion. Five out of the top 10 pharmaceutical companies globally will see losses exceeding 50% of their current revenues.

 

Bourla openly acknowledged that Pfizer will enter a Loss of Exclusivity (LOE) period in 2026. At the end of last year, Pfizer announced a downward revision of its 2025 full-year revenue guidance, adjusting the previously projected range of $61 billion to $64 billion to approximately $62 billion. For 2026, Pfizer provided a revenue guidance range of $59.5 billion to $62.5 billion.

 

"All our efforts in fiscal years 2026, 2027, and 2028 are aimed at maintaining revenue at a reasonable level to the greatest extent possible—ensuring that the decline does not exceed 3%-4% in 2028 and is even smaller in other years. After navigating this period, we anticipate achieving industry-leading exponential revenue growth," Bourla stated.

 

Clearly, relying solely on the slow organic growth of internal R&D pipelines is far from sufficient to fill the massive revenue gap caused by the patent cliff. Therefore, rapidly acquiring innovative products in late-stage development or already on the market through external mergers, acquisitions, and licensing deals has emerged as the most direct and effective "weapon" for MNCs to combat this crisis.

 

CNBC pointed out that approximately half of the blockbuster new drugs approved between 2014 and 2023 originated from acquisitions or licensing collaborations rather than full in-house development by pharmaceutical companies.

 

Although no anticipated mega-mergers materialized at the J.P. Morgan (JPM) Healthcare Conference in early 2026, market expectations for a recovery in the M&A landscape in 2026 remain strong.

 

On one hand, the industry still boasts ample capital reserves. A report from Ernst & Young (EY) indicated that the life sciences sector holds a record $2.1 trillion in available capital, enabling it to accelerate M&A transactions in 2026 and beyond.

 

Vas Narasimhan, CEO of Novartis, recently commented: "I believe we are now in a phase where we need to reinvigorate our pipeline with innovative assets. With annual free cash flow approaching $20 billion, we face virtually no financial constraints when evaluating the scale of potential transactions."

 

On the other hand, IQVIA estimates that emerging biotech companies hold 70% of clinical-stage pipeline assets, but most of these assets have not yet secured partners. Furthermore, as U.S. stock market IPOs have not fully recovered and venture capital investment remained sluggish in 2025, many biotechs are grappling with funding pressures— a situation that may prompt them to seek partnerships or exit through mergers and acquisitions.

 

 

 

 

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From Horizontal Expansion to Precision M&A

 

 

 

Looking back at the M&A boom among multinational corporations (MNCs) in recent years, the evolution of their investment rationale is clearly discernible. Between 2018 and 2019, the market witnessed a spate of mega-mergers worth over $50 billion each. For instance, Bristol Myers Squibb (BMS) acquired Celgene for an unprecedented $74 billion; AbbVie purchased Allergan for $63 billion; and Takeda Pharmaceutical acquired Shire for $62 billion.

 

The core logic underpinning these deals was to rapidly secure blockbuster product pipelines, expand revenue bases, and achieve short-term synergies to hedge against the looming risk of patent expirations. However, over the past five years—particularly since 2024—such "megalodon-style" acquisitions have vanished from the market. The largest transaction post-2024 was Johnson & Johnson’s acquisition of Intra-Cellular for $14.6 billion.

 

While MNCs still boast abundant capital reserves, their investment philosophy has undergone a paradigm shift. They have become more prudent and focused, preferring to acquire targets that either generate synergies or fill pipeline gaps within their established areas of strength.

 

Case in point: in 2025, Sanofi executed two major vaccine-focused acquisitions to solidify its leadership position in the vaccine space. It acquired Vicebio for $1.15 billion to gain access to its respiratory vaccine pipeline, and purchased Dynavax for $2.2 billion to secure its hepatitis B and shingles vaccine portfolios.

 

Also in 2025, Novartis announced a cash acquisition of Avidity for approximately $12 billion at a premium, to bolster its presence in the oligonucleotide therapeutics sector. Avidity’s Antibody-Oligonucleotide Conjugate (AOC) platform stands as its most valuable asset: by targeting the TfR1 receptor, this platform enables efficient delivery of therapeutics to extrahepatic tissues such as muscle, achieving 3–5 times the efficiency of competing platforms.

 

In addition, "gap-filling" M&As aimed at seizing emerging future track have been highly active. A prime example is Pfizer’s acquisition of Metsera, as mentioned earlier. More recently, GSK acquired Rapt Therapeutics for $2.2 billion, gaining rights to ozureprubart—a long-acting anti-IgE monoclonal antibody primarily indicated for the treatment of food allergies.

 

Looking ahead to 2026, artificial intelligence (AI) will undoubtedly emerge as a non-negotiable investment and M&A priority for MNCs. At the JPM Healthcare Conference, Bourla revealed that AI will also be a key focus for Pfizer going forward. Driven by AI technologies, Pfizer has achieved cost savings of $5.6 billion—a figure set to rise further when manufacturing-related efficiencies are included.

 

A report from Ernst & Young (EY) also emphasizes that pharmaceutical companies must place AI at the core of their M&A strategies to bridge growth gaps in an increasingly competitive landscape. This trend has already been validated by a flurry of recent collaborations.

 

During the JPM Healthcare Conference, Eli Lilly and NVIDIA announced a five-year collaboration plan with over $1 billion in investment, aiming to establish a joint AI innovation lab and build a continuously learning AI system to accelerate drug discovery. Additionally, Insilico Medicine entered into an AI-powered oncology drug discovery partnership with Servier, with a total potential value of up to $888 million. Genmab also announced a partnership with Anthropic, seeking to leverage cutting-edge AI capabilities to enhance its R&D processes.

 

 In Closing 
  

History has a striking way of repeating itself.

 

Two decades ago, amid a major patent cliff crisis, a wave of small-molecule "blockbuster drugs" lost patent protection. Meanwhile, companies focusing on biologics and specialty therapeutics—such as AbbVie, Gilead, and Amgen—seized the historic opportunity to overtake competitors in the race.

 

Now, another patent cliff, projected to be larger in scale and deeper in impact, is looming once again. As biologics like Humira and Keytruda come off patent, the competitive landscape and pecking order of the pharmaceutical industry are bound to undergo another profound reshuffle. The industry’s future structure is being written by the strategic choices made today.

 

参考文章:
1、Pfizer sells its stake in GSK's ViiV for $1.9B, with Shionogi upping its ante in the HIV-focused company;Fierce Pharma

 

2、2026 forecast: After a surge of M&A in Q4, will the trend continue?;Fierce Pharma

 

3、辉瑞:医药“投机”之王;医曜

 

4、Pfizer Inc at JPMorgan Healthcare Conference

 

5、Big Pharma race to snap up biotech assets as $170 billion patent cliff looms;CNBC

 

6、The $400 Billion Patent Cliff: Big Pharma’s Revenue Crisis;American Bazaar

 

7、Biopharma M&A: Outlook for 2026;IQVIA

 

8、Life sciences M&A spending accelerates, as the industry faces growth gaps and looks to AI and China for innovation;EY

 

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