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Acquisitions and Divestitures | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestitures | Acquisitions and Divestitures We engage in various forms of business development activities to enhance our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales should products be approved for commercialization and/or milestones based on the successful progress of compounds through the development process. In December 2022, we completed the acquisition of Akouos, Inc. (Akouos). This transaction, as further discussed below in Acquisition of a Business, was accounted for as a business combination under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated condensed financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets, where applicable, has been recorded as goodwill. The results of operations of this acquisition is included in our consolidated condensed financial statements from the date of acquisition. We also acquired assets in development which are further discussed below in Asset Acquisitions. Upon each acquisition, the cost allocated to acquired IPR&D was immediately expensed if the compound has no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound are expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurs. We recognized acquired IPR&D charges of $105.0 million and $165.6 million for the three months ended March 31, 2023 and 2022, respectively. Acquisition of a Business Akouos Acquisition Overview of Transaction In December 2022, we acquired all shares of Akouos for a purchase price that included $12.50 per share in cash (or an aggregate of $327.2 million, net of cash acquired) plus one non-tradable contingent value right (CVR) per share. The CVR entitles the Akouos shareholders up to an additional $3.00 per share in cash (or an aggregate of approximately $122 million) payable, subject to certain terms and conditions, upon the achievement of certain specified milestones. Under the terms of the agreement, we acquired potential gene therapy treatments for hearing loss and other inner ear conditions. The lead gene therapies in clinical development that we acquired included GJB2 (which encodes connexin 26) for a common form of monogenic deafness and hearing loss; AK-OTOF for hearing loss due to mutations in the otoferlin gene; AK-CLRN1 for Usher Type 3A, an autosomal recessive disorder characterized by progressive loss of both hearing and vision; and AK-antiVEGF for vestibular schwannoma. Assets Acquired and Liabilities Assumed Our access to Akouos information was limited prior to the acquisition. As a consequence, we are in the process of determining fair values and tax bases of a significant portion of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures. The final determination of these amounts will be completed as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized. The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at December 1, 2022 |
Cash | $ | 153.2 |
Acquired IPR&D(1) | 184.0
Goodwill(2) | 181.2
Other assets and liabilities, net | 28.9 |
Acquisition date fair value of consideration transferred | 547.3
Less: |
Cash acquired | (153.2) |
Fair value of CVR liability(3) | (66.9) |
Cash paid, net of cash acquired | $ | 327.2 |
(1) Acquired IPR&D intangibles primarily relate to GJB2. (2) The goodwill recognized from this acquisition is attributable primarily to future unidentified projects and products and the assembled workforce for Akouos and is not deductible for tax purposes. (3) See Note 5 for a discussion on the estimation of the CVR liability. The results of operations attributable to Akouos for the three months ended March 31, 2023 were immaterial. Pro forma information has not been included as this acquisition did not have a material impact on our consolidated condensed statements of operations for the three months ended March 31, 2022. Asset Acquisitions In February 2022, we acquired a Priority Review Voucher from BioMarin Pharmaceutical Inc. for $110.0 million. We recognized no other significant acquired IPR&D charges during the three months ended March 31, 2023 and 2022. Subsequent Events - Divestitures In April 2023, we entered into an agreement to sell the rights of the olanzapine portfolio, including Zyprexa®, to Cheplapharm Arzneimittel GmbH. Under the terms of the agreement, we will receive $1.05 billion in cash upon successful closing of the transaction and an additional $305 million in cash upon the one year anniversary of closing. We are also eligible to receive milestone payments of up to $50 million in aggregate. In April 2023, we entered into an agreement to sell the rights of Baqsimi® to Amphastar Pharmaceuticals, Inc. Under the terms of the agreement, we will receive $500 million in cash upon successful closing of the transaction and an additional $125 million in cash upon the one year anniversary of closing. We are also eligible to receive sales-based milestone payments of up to $450 million in aggregate. These transactions are subject to customary closing conditions and regulatory approval.
Acquisitions and Divestitures | Acquisitions and Divestitures We engage in various forms of business development activities to enhance our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales should products be approved for commercialization and/or milestones based on the successful progress of compounds through the development process. In December 2022, we completed the acquisition of Akouos, Inc. (Akouos). This transaction, as further discussed below in Acquisition of a Business, was accounted for as a business combination under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated condensed financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets, where applicable, has been recorded as goodwill. The results of operations of this acquisition is included in our consolidated condensed financial statements from the date of acquisition. We also acquired assets in development which are further discussed below in Asset Acquisitions. Upon each acquisition, the cost allocated to acquired IPR&D was immediately expensed if the compound has no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound are expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurs. We recognized acquired IPR&D charges of $105.0 million and $165.6 million for the three months ended March 31, 2023 and 2022, respectively. Acquisition of a Business Akouos Acquisition Overview of Transaction In December 2022, we acquired all shares of Akouos for a purchase price that included $12.50 per share in cash (or an aggregate of $327.2 million, net of cash acquired) plus one non-tradable contingent value right (CVR) per share. The CVR entitles the Akouos shareholders up to an additional $3.00 per share in cash (or an aggregate of approximately $122 million) payable, subject to certain terms and conditions, upon the achievement of certain specified milestones. Under the terms of the agreement, we acquired potential gene therapy treatments for hearing loss and other inner ear conditions. The lead gene therapies in clinical development that we acquired included GJB2 (which encodes connexin 26) for a common form of monogenic deafness and hearing loss; AK-OTOF for hearing loss due to mutations in the otoferlin gene; AK-CLRN1 for Usher Type 3A, an autosomal recessive disorder characterized by progressive loss of both hearing and vision; and AK-antiVEGF for vestibular schwannoma. Assets Acquired and Liabilities Assumed Our access to Akouos information was limited prior to the acquisition. As a consequence, we are in the process of determining fair values and tax bases of a significant portion of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures. The final determination of these amounts will be completed as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized. The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at December 1, 2022 |
Cash | $ | 153.2 |
Acquired IPR&D(1) | 184.0
Goodwill(2) | 181.2
Other assets and liabilities, net | 28.9 |
Acquisition date fair value of consideration transferred | 547.3
Less: |
Cash acquired | (153.2) |
Fair value of CVR liability(3) | (66.9) |
Cash paid, net of cash acquired | $ | 327.2 |
(1) Acquired IPR&D intangibles primarily relate to GJB2. (2) The goodwill recognized from this acquisition is attributable primarily to future unidentified projects and products and the assembled workforce for Akouos and is not deductible for tax purposes. (3) See Note 5 for a discussion on the estimation of the CVR liability. The results of operations attributable to Akouos for the three months ended March 31, 2023 were immaterial. Pro forma information has not been included as this acquisition did not have a material impact on our consolidated condensed statements of operations for the three months ended March 31, 2022. Asset Acquisitions In February 2022, we acquired a Priority Review Voucher from BioMarin Pharmaceutical Inc. for $110.0 million. We recognized no other significant acquired IPR&D charges during the three months ended March 31, 2023 and 2022. Subsequent Events - Divestitures In April 2023, we entered into an agreement to sell the rights of the olanzapine portfolio, including Zyprexa®, to Cheplapharm Arzneimittel GmbH. Under the terms of the agreement, we will receive $1.05 billion in cash upon successful closing of the transaction and an additional $305 million in cash upon the one year anniversary of closing. We are also eligible to receive milestone payments of up to $50 million in aggregate. In April 2023, we entered into an agreement to sell the rights of Baqsimi® to Amphastar Pharmaceuticals, Inc. Under the terms of the agreement, we will receive $500 million in cash upon successful closing of the transaction and an additional $125 million in cash upon the one year anniversary of closing. We are also eligible to receive sales-based milestone payments of up to $450 million in aggregate. These transactions are subject to customary closing conditions and regulatory approval.

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