KBP BIOSCIENCES PTE. LTD. & Anor v NOVO NORDISK A/S

Facts

KBP Biosciences Pte Ltd, a Singapore company founded by Dr Huang Zhenhua, sold its rights to a blood pressure drug candidate, Ocedurenone, to Novo Nordisk A/S under an Asset Purchase Agreement executed on 11 October 2023, governed by New York law with arbitration in New York. Novo paid US$700m and placed US$100m in escrow. In 2024 an interim analysis of the Phase 3 trials found the drug lacked efficacy, and Novo announced an impairment loss of over US$800m. Novo's case is that the positive Phase 2 results depended on data from a single Bulgarian trial site, and that KBP withheld material information: its own analyses, an unplanned interim analysis showing no clear treatment effect, quality concerns at the Bulgarian site, and the fact that an earlier potential buyer, Otsuka, had walked away over the Bulgarian data. KBP said the raw data was in the data room.

On 14 February 2025 a judge of the Singapore International Commercial Court granted Novo a worldwide freezing order against KBP and Dr Huang under s 12A of the International Arbitration Act 1994 in support of the intended arbitration, which Novo began on 26 March 2025. The judge found that about US$330m of the proceeds had been moved from KBP to Dr Huang personally. On 12 August 2025 he refused to set the order aside, apart from a minor variation. KBP and Dr Huang appealed in Civil Appeal from the Singapore International Commercial Court No 3 of 2025.

Issues

1. Whether Novo showed a good arguable case, including one of deliberate non-disclosure, without a trial
2. Whether a real risk of dissipation was shown apart from the alleged dishonesty, consistently with Bouvier
3. Whether Novo breached its duty of full and frank disclosure at the without-notice hearing
4. Whether the conditions in s 12A of the International Arbitration Act for court-ordered interim relief were met

Holding

The Court of Appeal (Judith Prakash SJ and Lady Arden IJ) dismissed the appeal on all grounds, leaving the worldwide freezing order in place. No order was made on a variation the appellants had sought in writing but did not pursue at the hearing. The court stressed that the merits of Novo's claims and all defences remain for the arbitration.

Reasoning

On good arguable case, the standard is a case more than barely capable of serious argument, not one likely to succeed. The agreement required KBP to make available all material information on efficacy. Inconsistency between the Bulgarian site and other sites was objectively material, as Otsuka's withdrawal showed, and the interim analysis was not disclosed although the data room stated that no interim analysis was planned. No rule bars finding a good arguable case of fraud merely because it is contested, though the court must proceed with caution. The judge had not made findings of dishonesty but only identified evidence from which inferences might be drawn at trial.

On dissipation, Bouvier, Yves Charles Edgar v Accent Delight International Ltd [2015] 5 SLR 558 requires that alleged dishonesty bear on the risk of dissipation; an allegation alone is not enough. Here there was independent evidence: Dr Huang's own affidavit said he believed he was entitled to the sums transferred to him as sole indirect shareholder, without any agreement to that effect and without regard to the company's liabilities. The court read the judge's key paragraph as a statement of cogent evidence at an interlocutory stage, not a finding of fraud.

On disclosure, the judge applied the correct principles from JTrust and reviewed each alleged omission; the appellants mainly disputed his view of materiality, which was open to him and not plainly wrong.

On s 12A, urgency was satisfied because Novo could not be faulted for delay before it learned of the relevant transfers around December 2024. The emergency arbitrator could not act effectively because it could not grant relief without notice or clearly bind a non-party such as Dr Huang, who was not formally a signatory to the arbitration agreement.

From the judgment