Pharma and life sciences businesses rarely fail because the science is weak or the commercial opportunity is poor. More often, the real problem is that the structure underneath the business cannot support the ambitions placed on it.

A regional group may already be active in the UAE, GCC and wider MENA markets, but still operate through a patchwork of local trading companies, informal IP ownership, distributor arrangements and manufacturing relationships embedded in day-to-day operating entities. That may be workable in the early stages. It becomes much harder once investors, lenders, regulators and licensing partners start looking closely.

A DIFC structure can bring order to that patchwork. A DIFC holding company can sit above the regional subsidiaries, a managing office can coordinate regulatory and procurement functions, and a set of SPVs can ring-fence intellectual property, manufacturing joint ventures and product-specific liability. The result is a platform that is clearer to finance, easier to license and more resilient as the business scales.

Why pharma and life sciences structures become inefficient

Regional pharma groups often expand market by market. One company handles UAE trading and approvals. Another handles GCC distribution. A third is used for wider MENA expansion. Local approvals are sometimes held through nominee structures or distributor-led arrangements. Manufacturing relationships are documented inside operating entities because that is where the business first developed.

Over time, this creates a structural drag on growth.

One issue is fragmented approvals. Regulatory work is managed jurisdiction by jurisdiction with no real central coordination layer. Market entry slows down, duplication increases, and group oversight becomes inconsistent.

Another is IP ownership. Formulations, trademarks, dossiers and related rights are often held informally across the group. Sometimes they are recorded inconsistently. Sometimes they are not licensed back through a clean holding entity at all. That creates material risk in any financing, licensing or exit event.

Nominee and distributor arrangements add another layer of opacity. Local structures may obscure the true ownership trail, which makes lender due diligence and investor onboarding more difficult than it needs to be.

Product liability is also a major concern. When that exposure sits across multiple trading entities with no formal separation from the wider group’s assets, one serious product issue can contaminate a much larger part of the business than it should.

Manufacturing and toll-manufacturing relationships create their own complications. These arrangements need clean counterparties, especially where joint venture economics, quality obligations and supply commitments are involved. When they sit inside ordinary trading OpCos, manufacturing exposure gets tangled with everyday commercial risk.

There is also a governance problem. Multi-market regulatory approvals, pharmacovigilance, import licensing and group procurement all need coordination. Country teams alone cannot run that consistently once the platform reaches a certain scale.

The DIFC structure for pharma and life sciences groups

A DIFC-led structure separates ownership, regulation, operating activity and risk into clearer layers.

At the top sits a DIFC holding company. This acts as the regional parent and creates a single platform above the UAE, GCC and wider MENA subsidiaries. It becomes the central counterparty for investors, lenders and strategic partners, while also simplifying group reporting.

Alongside the holding company sits a DIFC managing office. This is where regulatory coordination, procurement and group-level oversight can be organised. Instead of every country team working in isolation, the managing office provides a central governance layer for approvals, pharmacovigilance, licensing coordination and policy consistency.

Below that sit the regional operating subsidiaries. These continue to handle local trading, distribution, approvals and market-facing activity. They remain the right place for local execution, customer relationships and operational regulation.

Then comes the SPV layer.

A dedicated IP holding SPV can own the formulations, trademarks, dossiers and related intangible assets. Those rights can then be licensed back to the regional operating companies through a cleaner chain.

A manufacturing JV SPV can hold the relationship with a toll-manufacturing partner or contract manufacturer. That keeps manufacturing economics and obligations in a dedicated vehicle rather than leaving them buried in a trading company.

A separate product liability SPV can be used to ring-fence product-specific exposure. That does not eliminate liability, but it creates a clearer structural boundary so that one product issue is less likely to contaminate the wider group without limit.

The underlying logic is simple: the business keeps trading in the right places, but the valuable and sensitive elements of the platform are lifted into more disciplined vehicles above it.

What this structure achieves

The first benefit is the creation of a true regional parent. Instead of a collection of trading companies linked only by common shareholders or informal coordination, the group has one holding platform that investors and partners can actually underwrite.

The second benefit is a clean IP ownership trail. When formulations, trademarks and dossiers are held in a dedicated SPV and licensed back to operating entities, the group is easier to diligence and easier to value. This matters in licensing discussions, fundraising rounds and eventual exit processes.

The third benefit is better handling of manufacturing relationships. Contract manufacturing and toll-manufacturing arrangements become easier to govern when they are housed in dedicated vehicles rather than embedded inside a UAE trading company or another local OpCo.

The fourth benefit is risk separation. Product-specific exposure can be ring-fenced more deliberately rather than left to sit across the group in an uncontrolled way. This creates a stronger platform for lenders, insurers and sophisticated counterparties.

The fifth benefit is better regulatory coordination. A managing office can give the group a practical center of gravity for regulatory approvals, procurement and group oversight, which becomes increasingly important as the business moves across multiple jurisdictions.

The sixth benefit is transaction readiness. A private equity investor, licensing partner or strategic acquirer usually wants a clean entry point. A DIFC parent with dedicated IP and JV structures presents a far more investable and licensable profile than a patchwork of local entities with blurred ownership and liability lines.

How this works in practice

A typical pharma or life sciences structure may include:

• A DIFC holding company as the regional parent.
• A DIFC managing office coordinating regulatory, procurement and group oversight functions.
• Regional subsidiaries in the UAE, GCC and wider MENA markets handling local trading, distribution and approvals.
• An IP holding SPV owning formulations, trademarks and dossiers.
• A manufacturing JV SPV holding toll-manufacturing or contract manufacturing arrangements.
• A product liability SPV ring-fencing exposure around specific products or product lines.

This allows the operating subsidiaries to stay focused on local execution while the more strategic elements of the business sit in dedicated entities above them.

It also means the group can speak more clearly to different stakeholders. A licensing partner can see where IP sits. A lender can see the group perimeter more clearly. A PE investor can see a genuine parent platform. A future buyer can see a cleaner target.

Worked scenario: regional pharma group with UAE, GCC and MENA operations and a PE round planned

Consider a regional pharma group with three main operating subsidiaries covering the UAE, GCC and wider MENA markets. Each runs its own trading, distribution and local approvals. There is no common regional parent above them.

The group’s IP — including formulations, trademarks and dossiers — is held informally and inconsistently. It is not licensed back through a dedicated IP-holding entity. The manufacturing JV with a contract manufacturer has been signed by the UAE operating company, meaning manufacturing exposure and trading risk sit on the same balance sheet. Product liability also sits directly on the trading entities, with no clean PE-ready entry point for investors.

Commercially, the group is active. Structurally, it is vulnerable.

Under a DIFC structure, a holding company is introduced as the regional parent. It becomes the single counterparty for the PE investor, the licensing partner and group-level reporting. A DIFC managing office coordinates multi-market regulatory approvals, pharmacovigilance, procurement and governance.

The group’s formulations, trademarks and dossiers are transferred into an IP holding SPV, which licenses them back to the operating subsidiaries. A manufacturing JV SPV contracts with the toll-manufacturing partner, while a separate product liability SPV ring-fences product-specific exposure.

The result is a much cleaner platform. The PE investor can subscribe into the DIFC parent. The licensing partner can diligence a dedicated IP owner. The eventual buyer sees a more coherent and segregated target.

DIFC SPV or DIFC private company?

The answer depends on what each vehicle is meant to do.

A DIFC SPV is generally the right vehicle where the role is passive and ring-fenced. In a pharma structure, that often means an IP holding entity, a manufacturing JV vehicle or a product-specific liability SPV.

A DIFC private company is more appropriate where the entity needs a broader role. The regional holding company and the managing office usually fit here, because they coordinate people, contracts, procurement and group-level activity.

In practice, many pharma structures use both. The private companies provide the group architecture and management layer. The SPVs provide the protected and disciplined asset and risk layer underneath.

Regulatory and tax context

Pharma and life sciences structures need to work across more than one regulatory dimension at the same time.

At the market level, local trading, import, distribution and approval rules remain central. Those obligations still sit with the operating entities and cannot simply be shifted into an offshore or holding layer.

At the group level, regulatory coordination becomes increasingly important. Approvals, pharmacovigilance, manufacturing arrangements and procurement all need to be managed in a more standardised way once the business spans multiple jurisdictions.

At the IP level, ownership and licensing need to be documented clearly. Informal ownership may be tolerated in the early stages of a business, but it becomes a clear weakness when investors, acquirers or licensing partners begin their diligence.

At the tax level, the holding, SPV and operating layers need to be positioned sensibly from the outset. This matters not only for ownership and licensing flows, but also for procurement, service arrangements and broader investor structuring.

Because of this overlap between regulation, IP, manufacturing and liability, pharma groups often discover that what looked like a simple operating structure is actually the main thing slowing down their next stage of growth.

Implementation path

 

A restructuring exercise in this sector usually begins with mapping. The group’s operating entities, approvals, distributor relationships, manufacturing arrangements, IP ownership and current financing picture all need to be documented properly.

The next step is structure design. That means deciding what belongs in the DIFC parent, what sits in the managing office, what should move into SPVs, and how the regional subsidiaries should contract with those higher-level entities.

Once the structure is agreed, the relevant DIFC entities are incorporated and the documentation is prepared. This may include IP transfer and licence documentation, JV arrangements, governance documents, intra-group agreements and investor-facing materials.

The implementation phase then involves moving or documenting the assets and relationships correctly. IP may need to be formally assigned. Manufacturing relationships may need to be novated. Distributor and regulatory arrangements may need to be aligned with the new structure.

After that, ongoing maintenance becomes important. The structure needs to be kept current as new markets are entered, new products are launched, new investors come in, or licensing arrangements evolve.

How 10 Leaves supports pharma and life sciences structures

Pharma and life sciences structures are difficult to get right if the work is fragmented between different providers. The corporate chart, the legal documents and the tax logic all need to support the same commercial reality.

10 Leaves supports this by bringing the DIFC structuring, entity setup and ongoing maintenance into one coordinated process. Through Legability, the legal documents that support the structure can be prepared alongside the structuring itself, rather than being treated as an afterthought.

That matters in this sector because the structure is only useful if the ownership trail, IP chain, manufacturing arrangements and investor entry points all line up properly. A neat chart on paper is not enough if the licensing or JV documentation tells a different story.

For founders, family-backed groups, investors and advisers, the goal is to create a platform that is clearer to regulate, easier to finance and better suited to regional expansion.

Get in touch. 

About the Authors

Rohit Ghai is the Founder of 10 Leaves and Legability. Over two decades, he has advised founders, family offices, and institutional clients on structuring regulated businesses across the UAE — spanning DIFC and ADGM authorisations, SPVs, Foundations, and compliance frameworks. He works directly on mandates, not at arm's length. Connect with Rohit on LinkedIn.

Bishr Shiblaq is Head of Structuring at 10 Leaves  and Legability and advises on cross-border wealth structures across DIFC, ADGM, Luxembourg, and Mauritius. He was previously with Arendt & Medernach, Luxembourg. 

10 Leaves submitted a formal response to DIFC Consultation Paper No. 1 of 2026.

FREQUENTLY ASKED QUESTIONS

Why use a DIFC structure for a pharma or life sciences group?

A DIFC structure helps create a proper regional parent, separate IP from trading operations, ring-fence manufacturing and product liability exposure, and provide a cleaner platform for investors, lenders and licensing partners.

What is the role of the managing office?

The managing office acts as the coordination layer for regulatory approvals, procurement, pharmacovigilance and broader group oversight. It helps centralise functions that are otherwise duplicated or inconsistently handled across markets.

Why should IP sit in a dedicated SPV?

When formulations, trademarks and dossiers are held in a dedicated SPV, the ownership trail becomes much clearer. That improves licensing discussions, investor diligence and eventual exit readiness.

What does a manufacturing JV SPV do?

A manufacturing JV SPV holds the relationship with a toll-manufacturing partner or contract manufacturer in a dedicated vehicle. This separates manufacturing obligations from ordinary trading risk.

Can product liability really be ring-fenced?

A structure does not eliminate liability, but it can create clearer boundaries around product-specific exposure. That is generally better than allowing liability to sit informally across multiple trading entities with no separation.

Do local operating companies still matter?

Yes. Local operating companies remain essential for trading, approvals, distribution and country-level execution. The DIFC structure sits above them and organises ownership, oversight and risk more effectively.

Why is this useful for private equity or strategic investors?

Investors typically want a clean regional parent and a clear ownership trail for IP and key commercial relationships. A DIFC-led structure gives them a more credible and scalable platform to invest into.

When should a pharma group restructure?

The best time is usually before a financing, licensing deal, manufacturing JV expansion, regional rollout or investor round. Restructuring is much easier before those events than during them.

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