International Group Structuring for Pharmaceutical Chain
Client
Major pharmaceutical chain (CIS and UAE)


Challenge
A major pharmaceutical chain operating across the CIS and the UAE was running intercompany flows between group entities in two very different legal environments. Cross-border contractual arrangements between UAE and CIS companies carried exposure on multiple fronts: substance of intragroup transactions, allocation of IP and marketing functions, and consistency of the paper trail across jurisdictions. The client needed a clean contractual backbone that would hold up to scrutiny from tax authorities and counterparties on both sides — before scaling further activity through the group.
Solution
We structured the group's intercompany framework end-to-end, aligning contracts with the actual flow of value between the UAE and CIS entities:
- Cross-border review — analyzed existing contractual schemes between UAE and CIS companies inside the group, mapped intercompany flows, and identified weak points in how functions and risks were allocated.
- License agreements — drafted intragroup license agreements covering the rights used across the chain, with terms aligned to the group's operating model in both regions.
- Marketing services agreements — prepared marketing services contracts between group entities, calibrating scope, deliverables, and pricing logic for cross-border use.
- Documentation package — assembled a consistent set of templates and supporting documents so future transactions inside the group follow the same contractual logic.
Result
The client received legal protection for intercompany transactions across the UAE and CIS and a sustainable contractual framework for the entire group.
Beyond the immediate paperwork, the structure gives the chain a defensible backbone for future expansion — with intragroup flows that hold up to regulatory and counterparty scrutiny on both sides of the border.
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