$药明生物(02269)$ 知名国际律所Baker McKenzie对于Biosecure Act的法律建议。有缘人解读吧。“药明完了“？”美国市场彻底丢了”？“美国药企都不会签合同了“? 呵呵。

Key takeaways and potential impact

In light of the Act’s prohibitions, pharmaceutical and life sciences companies should monitor and assess the potentially disruptive impact of the Act if they (1) have or may enter into contracts with federal “executive agencies” and (2) source “biotechnology equipment or services” from listed Chinese biotechnology companies or from potentially targeted biotechnology-related companies with ties to the governments of China, Russia, Iran, or North Korea.

Companies that are concerned about their relationships with “biotechnology companies of concern” should assess in advance how to mitigate its potential effects. The long lead times often associated with projects that rely on such “biotechnology services and equipment” from listed Chinese biotechnology companies or potentially targeted companies make this advance planning more urgent.

Depending on the legislation’s final form and implementation, certain companies could be forced to choose between foregoing relationships with biotechnology companies of concern or foregoing contracts with the U.S. federal government.

Companies should consider the benefits of accelerating agreements with “biotechnology companies of concern,” particularly in light of the uncertainty of the final form any grandfathering provisions in the Act will take.

Companies should include termination rights and technology transfer provisions in contracts being entered into with current or potential “biotechnology companies of concern.”

Given that it may not always be readily apparent whether a counterparty could be designated in the future as a “biotechnology company of concern,” as part of transactional due diligence, companies should consider screening potential counterparties to seek to identify entities that may be at risk of meeting the criteria for “biotechnology companies of concern” under the Act. In the event that such a counterparty is identified, companies should explore whether the potential relationship with the counterparty could impact their contracts with U.S. federal “executive agencies.”

For companies that are concerned about potentially becoming designated as “biotechnology companies of concern” in the future, it would be prudent to proactively develop and implement mitigation strategies to minimize the risk of designation. For example, such companies should evaluate whether they have joint research with or being supported by a “foreign adversary’s” military, internal security forces, or intelligence agencies; by providing multiomic data to a “foreign adversary’s” government; or by obtaining multiomic data without express and informed consent.