KBP BIOSCIENCES PTE. LTD. & Anor v NOVO NORDISK A/S
4 cases cited
Catchwords
Practice Areas
Judges (2)
Counsel (11)
Drew & Napier LLC Firm Setia Law LLC Firm Belle Tan Ling Yi Counsel Appellant Cavinder Bull Counsel Appellant Gerald Paul Seah Yong Sing Counsel Appellant Lee Jin Loong Counsel Respondent Ong Tun Wei Danny Counsel Respondent Tan Jui Yang Benedict Counsel Appellant Tan Yuan Kheng (Chen Yuanqing) Counsel Appellant Teo Jason Counsel Respondent Zhang Haowei Elvis Counsel Respondent
Case Significance
KBP Biosciences Pte Ltd and another v Novo Nordisk A/S [2026] SGCA(I) 2 is an appeal decided by the Court of Appeal on 14 May 2026, with Lady Arden IJ delivering the judgment (sitting with Judith Prakash SJ). The appeal arose from the Singapore International Commercial Court, where Philip Jeyaretnam J had on 12 August 2025 refused to set aside a worldwide freezing order made on 14 February 2025 against the appellants, KBP Biosciences Pte Ltd and its founder Dr Huang Zhenhua. The underlying dispute concerns the sale of rights to the drug Ocedurenone: KBP sold those rights to Danish pharmaceutical company Novo Nordisk A/S pursuant to an Asset Purchase Agreement executed on 11 October 2023, governed by New York law and subject to New York arbitration. Novo's claim, that the appellants had misled it in connection with that acquisition, prompted the worldwide freezing order. The Court of Appeal addressed whether the Mareva injunction should be set aside and the scope of the court's powers to grant interim relief in aid of arbitration under s 12A of the International Arbitration Act 1994. The appellants were represented by Cavinder Bull and others from Drew & Napier LLC, and Novo by Ong Tun Wei Danny and others from Setia Law LLC.
Summary
SUPREME COURT OF SINGAPORE
14 May 2026
Case summary
KBP Biosciences Pte Ltd and another v Novo Nordisk A/S [2026] SGCA(I) 2
Court of Appeal — Civil Appeal from the Singapore International Commercial Court No 3 of 2025
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Decision of the Court of Appeal (delivered by Lady Arden IJ):
Outcome: The Court of Appeal dismissed the appeal against a decision of a judge sitting in the Singapore International Commercial Court (“Judge”) to refuse to set aside a worldwide freezing order granted against the appellants, KBP Biosciences Pte Ltd ("KBP") and its founder, Dr Huang Zhenhua ("Dr Huang").
Pertinent and significant points of the judgment
• In relation to a Court’s assessment of the materiality of alleged non-disclosures, where the Court directs itself in accordance with the applicable principles, takes account of (only) relevant matters (and does not omit to consider any relevant matter), and exercises a discretion available to it, and no procedural fairness or irregularity is in issue, the Court’s assessment cannot be set aside on appeal except where the Court was plainly wrong, that is, exceeded the generous ambit within which reasonable disagreement is possible, and thus acted outside the ambit of its authority. The same applies where the Court relies on matters which require its evaluation such as the materiality of a particular fact, or comes to its conclusion by balancing the factors. Where the decision of the lower Court is in accordance with these principles, the appellate Court will exercise restraint in setting aside the lower Court’s determination: at [71].
• Section 12A of the International Arbitration Act 1994 (2020 Rev Ed) (“IAA”) may be invoked where a party to an arbitration agreement applies to the Singapore courts for interim relief against a non-party to the arbitration to preserve assets pending resolution of the disputes agreed to be submitted to arbitration and the non-party will not clearly be bound by any order made by an emergency arbitrator. Section 12A also applies where interim relief is sought against a party to the arbitration agreement without giving any prior notice to the party because that party may then act to defeat the purpose of the relief: at [88].
Background to the appeal
1 The respondent, Novo Nordisk A/S ("Novo"), purchased the rights to a drug, Ocedurenone, from the first appellant, KBP, pursuant to an Asset Purchase Agreement executed on 11 October 2023 ("APA"). The APA is subject to New York law and provides for arbitration in New York. Novo paid US$700m to KBP and deposited US$100m in escrow. The development of Ocedurenone involved clinical trials conducted in phases in various parts of the world. At the time of the purchase, Phase 2 trials had been completed and Phase 3 trials were about to begin.
2 Novo's primary case is that it purchased the rights to Ocedurenone as a result of fraudulent breaches of warranty and misrepresentations by KBP and Dr Huang. In particular, Novo alleges that KBP failed to disclose that the positive results of the Phase 2 trials were driven entirely by data from a single site in Bulgaria, the results of which were anomalous and inconsistent with those of the other 61 global sites.
3 Post-closing, in April 2024, an interim analysis of the Phase 3 trials showed that Ocedurenone lacked efficacy, leading to a public announcement by Novo in June 2024 of Phase 3's failure and an impairment loss of over US$800m.
4 Pursuant to s 12A of the IAA, Novo obtained a worldwide freezing order against the appellants on 14 February 2025 in support of a New York-seated arbitration. The appellants applied to set aside the freezing order. The Judge dismissed the application, save for a minor variation to the disclosure provisions.
5 The appellants appealed on the grounds that: (a) the respondent did not have a good arguable case; (b) there was no real risk of dissipation of assets; (c) Novo had breached its duty of full and frank disclosure to the Court; and (d) the requirements for interim relief under s 12A of the IAA were not satisfied.
Decision on appeal
Good arguable case
6 The Court upheld the Judge's finding that there was a good arguable case that KBP breached s 4.8(h) of the APA, which required KBP to make available "true, complete and accurate copies of … all material information in any KBP Group Entity's possession or control concerning the safety, efficacy, side effects, toxicity, or manufacturing quality and controls of any Compound or Product." The inconsistency between the Bulgarian site results and those of all other sites was objectively material information, as consistency of results was crucial to evaluating the risk which an acquirer would undertake: at [43].
7 The Court further upheld the Judge's finding that there was a good arguable case that the non-disclosure was deliberate and dishonest. KBP had not disclosed the Phase 2 Interim Analysis, which showed no statistically significant treatment effect, despite a statement in the data room that no interim analysis had been planned. KBP was also aware from prior negotiations with a potential buyer, Otsuka, that the Bulgarian site anomaly was a material concern for prospective acquirers, yet did not disclose those negotiations to Novo: at [44]–[48].
Risk of dissipation
8 The Court found that the Judge was entitled to conclude that Dr Huang's belief that he was entitled to approximately US$300m of the proceeds of sale – without any contractual basis and without accounting for the company's liabilities – was itself evidence of a risk that he might unjustifiably transfer assets to prevent recovery of claims: at [65].
9 The Court also rejected the appellants' argument that the Judge had impermissibly made a finding of dishonesty at the interlocutory stage. The Judge's references to "cogent evidence" of dishonesty were properly understood as going to the good arguable case requirement and the requirement that dishonesty bears on the risk of dissipation, and not as final findings of fact: at [67]–[70].
Novo’s alleged failure to make full and frank disclosure at the ex parte hearing
10 The Court upheld the Judge's conclusions on each of the five heads of alleged non-disclosure raised by the appellants on appeal. The appellants’ case was not that Judge misunderstood material facts, took account of irrelevant facts, or omitted relevant facts, but was essentially a dispute with the Judge's assessment of materiality. To succeed, they must show that the Judge’s conclusions were wrong or unreasonable, but they failed to do so. In particular, the Court agreed with the Judge that Novo’s failure to disclose the appellants’ case that efficacy for Ocedurenone had been shown at other sites was not a material omission, as Novo’s case was about the non-disclosure of the outlier results at the Bulgarian site: at [73]–[79].
Section 12A of the IAA
11 The Court held that, contrary to the appellants’ argument, there was no delay on the part of Novo in filing the application for a worldwide freezing order, as the critical facts grounding the risk of dissipation were not known to Novo until around December 2024. In any event, the statutory question is not whether there is delay, but whether the urgency of the situation justified the application made. The decision on urgency in this case involved (among other matters) an evaluation by the Court on the information then available of the risk of dissipation, and in addition the potential limitations on the powers of the emergency arbitrator: at [83]–[84].
12 The Court further held that interim relief by the courts was justified because the tribunal and emergency arbitrator could not act “effectively” within the meaning of s 12A(6) of the IAA. First, the emergency arbitrator could not grant a freezing order on an ex parte basis and could not clearly bind Dr Huang as a non-signatory to the arbitration agreement. Second, giving prior notice of the application in respect of the US$218m fixed deposit held under a charge in favour of DBS Bank Ltd would have risked defeating the purpose of the relief: at [87]–[88].
13 Accordingly, the Judge had jurisdiction to make orders under s 12A of the IAA, and the appellants had not shown that his exercise of discretion in doing so was plainly wrong: at [89].
Conclusion
14 The Court dismissed the appeal on all grounds. The worldwide freezing order against KBP and Dr Huang was upheld.
This summary is provided to assist in the understanding of the Court’s grounds of decision. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s grounds of decision.
What was the dispute between KBP Biosciences and Novo Nordisk in SGCA(I) 2 of 2026?
The dispute arose from Novo Nordisk A/S's acquisition of rights to the drug Ocedurenone from KBP Biosciences Pte Ltd under an Asset Purchase Agreement dated 11 October 2023. Novo obtained a worldwide freezing order on 14 February 2025 against KBP and Dr Huang Zhenhua, which KBP sought to set aside in this Court of Appeal appeal decided on 14 May 2026.
What powers under the International Arbitration Act did the Court of Appeal consider in KBP Biosciences v Novo Nordisk?
Lady Arden IJ, delivering the judgment of the Court of Appeal in [2026] SGCA(I) 2, considered the court's powers to grant and maintain interim injunctive relief in aid of arbitration under s 12A of the International Arbitration Act 1994, in the context of a worldwide Mareva injunction made on 14 February 2025 against KBP Biosciences Pte Ltd and Dr Huang Zhenhua.
Statutes Cited
Arbitration Act (Cap 10)
International Arbitration Act (Cap 143A)
Cases Cited (4)
SG (1)
[2010] SGHC 112
SLR (3)
[2000] 1 SLR(R) 786 [2000] 2 SLR(R) 926 [2015] 5 SLR 558
Judgment
Read the full judgment on the official Singapore Courts portal.
Read on eLitigationSource: eLitigation ([2026] SGCA(I) 2)