A Breakout Year for CVRs: 2025 and First-Half 2026 Trends in Life Sciences Public M&A

As we look back on 2025 and the first half of 2026, the life sciences M&A market demonstrated renewed vigor, with announced transaction volume rising meaningfully and deal activity spanning a broad range of therapeutic areas. Of the 59 public life sciences transactions announced in 2025— the most in any single year in our dataset, going back to 2018—a significant number exceeded $1 billion in equity value, with acquirers ranging from large-cap biopharma and diversified pharmaceutical companies to private equity sponsors.

Contingent Value Rights (CVRs), the public company analog to the earnout, remain a critical tool for bridging valuation gaps in life sciences transactions, where value is often contingent on binary or uncertain events. In 2025, 28 (or 47%) of those 59 transactions included a CVR, the highest share in any year of our survey. While CVR frequency has declined in the first half of 2026 as compared to 2025, the deals that do include CVRs are getting bigger.

For years, CVRs were most commonly associated with smaller or more speculative deals. That is changing: nearly 40% of all public life sciences CVR deals above $1 billion in our full dataset were announced in 2025 and the first half of 2026 alone. In several of the largest transactions in our survey period, the CVR was not a minor addition to the deal economics but a meaningful portion of the total consideration available to target shareholders, and in more deals than any prior year in our survey, the maximum potential CVR payout exceeded 100% of the upfront consideration.

The market is also broadening. Biopharma remains the center of CVR activity, with CVRs appearing in over half of all announced biopharma public deals in 2025. However, medical-device CVR use rose sharply in 2025, and repeat strategic buyers are increasingly treating CVRs as a standard part of the deal toolkit. CVRs have evolved from a niche tool to a routine feature of life sciences M&A.

This article updates CVR deal statistics and trends from our article in the May–June 2023 issue of Deal Lawyers and our December 2024 survey, reviewing all public life sciences transactions announced through the first half of 2026. In addition to updated analysis of CVR prevalence, deal size, and sector distribution, we present a contract-level examination of how CVR agreements themselves are evolving, including shifts in post-closing efforts provisions and other key structural terms.