穿越医疗科技投资格局：“先建后买”是否成为新前沿？

Is build-to-buy the next frontier? Traversing the medtech investment landscape|Is build-to-buy the next frontier? Contents Introduction31.Medtech market trends: How are traditionalinvestment streams changing?42.Build-to-buy and otherco-development arrangements63.Governance insights for complex deal structures84.The current investment landscape in medtech95.Words of wisdom for today’s innovators12Authors and Acknowledgments13Endnotes14 Introduction Eight years ago, Deloitte raised the issue about fading investmentactivity in early-stage medical technology (medtech) companies.Our2017 papernoted that some entrepreneurs were finding itincreasingly challenging to secure venture capital (VC) investment,which made it difficult to push some innovations to the nextstage of development. Many startup companies were caught between their initial roundsof funding and the development of a commercially viable product.Since then, the journey has become longer, more treacherous, andless certain for early-stage medtech companies. Even if productdevelopment runs smoothly and capital flows steadily, it can takea decade or more to bring a new device to market. In addition tofinancial challenges, some companies can face regulatory challengesand reimbursement uncertainties prior to commercialization. Alternative financing models are being discussed more frequentlyamong stakeholders. Case in point: At LSI’s annual EmergingMedtech Summit in March 2025, three conference sessions weredevoted to build-to-buy.2However, conference panelists notedthat the model is still relatively new in medtech. Both failuresand successes were highlighted during those sessions. Deloitte recently interviewed 16 leaders of VC, private equity (PE),and corporate venture capital (CVC) firms, along with strategicinvestors, to learn more about the shifting investment landscapein medtech. During the interviews, we explored five key topics: In the years since our 2017 paper, we have suggested that investors,strategic/incumbent medtech companies, and entrepreneursconsider a co-development deal structure—such as build-to-buy—as a possible alternative to more traditional investment strategies.While the build-to-buy model has been used for decades in thepharmaceutical sector,1it is just beginning to gain some traction inmedtech. Under this model, a strategic medtech company agreesto acquire a startup company, or its assets, at a predeterminedprice once the startup reaches certain milestones. If that startupsucceeds, the strategic company can exercise a call option to acquireit at the pre-negotiated price. While this arrangement can providethe startup with some financial security and a path forward, thereare no guarantees it will be acquired. A build-to-buy model couldalso limit the upside for the innovator if a product exceeds marketexpectations. For the strategic, outsourcing innovation to a startupcan create an off-the-balance-sheet way to fund innovation whileavoiding internal research and development (R&D) expenses. Beforeentering into this type of arrangement, expectations and risksshould be clearly outlined for all parties involved. 1.Medtech market trends2.Build-to-buy and other co-development arrangements3.Governance insights for complex deal structures4.The current investment landscape in medtech5.Words of wisdom for today’s innovators 1.Medtech market trends: How aretraditional investment streams changing? Medtech investments and deal activity peaked in 2021 as theCOVID-19 pandemic boosted demand for digital tools, diagnostics,remote patient-monitoring devices, and other innovations. Evenback then, the majority of investment capital went toward later-stagediagnostic and digital companies.3Since 2021, the number of deals,their value, and the number of startups that have been acquiredor gone public has declined steadily (figure 1). Several factors mighthave caused investors to change their investment strategies.Low interest rates, which hovered near 0% in 2021,4may haveencouraged some venture capitalists to consider riskierinvestments.Greg Garfield, senior managing director at KCKMedTech, suggested that some investment dollars during thatperiod came from investors outside of traditional medtech.He refers to this as “tourist capital.” By 2023, interest rates topped 5%,5which likely created a morerisk-averse investment landscape. The cost of capital is now at itshighest rate in more than two decades.6As a result, many of theso-called tourist investors likely left the health space, potentiallyto pursue better understood opportunities. After peaking in 2021, there has also been a significant downturn inVC funding and exits.7At the same time, there has been an increasein PE funding for less risky, mid-to-late-stage medtech innovation.8Our secondary research suggests that VC and CVC funding poolsfor medtech are shrinking and potentially shifting toward later-stageand more mature innovators. But without early-stage investors, thepipeline for new, poten