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Hemophilia Spin-Off Hemophilia Spin-Off | 12 Months Ended
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Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract] |
Hemophilia Spin-Off | Hemophilia Spin-Off On February 1, 2017, we completed the spin-off of our hemophilia business, Bioverativ, as an independent, publicly traded company trading under the symbol "BIVV" on the Nasdaq Global Select Market. The spin-off was accomplished through the distribution of all the then outstanding shares of common stock of Bioverativ to Biogen shareholders, who received one share of Bioverativ common stock for every two shares of Biogen common stock they owned. The separation and distribution was structured to be tax-free for shareholders for federal income tax purposes. Bioverativ assumed all of our rights and obligations under our collaboration agreement with Swedish Orphan Biovitrum AB (Sobi) and our collaboration and license agreement with Sangamo Biosciences Inc. (Sangamo). In connection with the distribution, Biogen and Bioverativ entered into a separation agreement and various other agreements (including a transition services agreement, a tax matters agreement, a manufacturing and supply agreement, an employee matters agreement, an intellectual property matters agreement and certain other commercial agreements). These agreements govern the separation and distribution and the relationship between the two companies going forward. They also provide for the performance of services by each company for the benefit of the other for a period of time. In addition, under the separation agreement, Bioverativ is obligated to indemnify us for liabilities that may exist relating to its business activities, whether incurred prior to or after the distribution, including any pending or future litigation. The services under these agreements generally commenced on February 1, 2017 (the distribution date), and terminate within 12 months of the distribution date, with the exception of the manufacturing and supply agreement, which has an initial term of 5 years, with a 5 year extension at Bioverativ's sole discretion and a further 5 year extension with Bioverativ's and our consent. In connection with the distribution we made a net cash contribution to Bioverativ, during the first quarter of 2017, totaling $302.7 million. The following table summarizes the assets and liabilities that were charged against equity as a result of the spin-off of our hemophilia business:
(In millions) |
Assets |
Cash | $ | 302.7 |
Accounts receivable | 144.7 |
Inventory | 116.1 |
Property, plant and equipment, net | 20.2 |
Intangible assets, net | 56.8 |
Goodwill | 314.1 |
Other, net | 53.7 |
Assets transferred, net | $ | 1,008.3 |
Liabilities |
Accrued expenses and other current liabilities | $ | 87.8 |
Other long-term liabilities | 67.7 |
Liabilities transferred, net | $ | 155.5 |
Pursuant to the terms of our agreements with Bioverativ, upon completion of the spin-off, we distributed ALPROLIX and ELOCTATE on behalf of Bioverativ until Bioverativ obtained appropriate regulatory authorizations in certain countries, including a Biologics License Application transfer in the U.S., which was received in September 2017. Accordingly, commencing October 2017, we ceased distribution of ALPROLIX and ELOCTATE on behalf of Bioverativ under this arrangement. Under the manufacturing and supply agreement, we manufacture and supply certain products and materials to Bioverativ. For the year ended December 31, 2017, we recognized $64.8 million in revenues in relation to these contract manufacturing services, which is reflected as a component of other royalty and corporate revenues in our consolidated statements of income. We also recorded $15.1 million as cost of sales in relation to these services during the year ended December 31, 2017. Amounts earned under the non-manufacturing and supply related transaction service agreements are recorded as a reduction of costs and expenses in their respective expense line items. These amounts, which were primarily reflected as a reduction to selling, general and administrative expenses in our consolidated statements of income, were not significant for the year ended December 31, 2017. Hemophilia related product revenues reflected in our consolidated statements of income for the years ended December 31, 2017, 2016 and 2015 totaled $74.4 million, $846.9 million and $554.2 million, respectively. Results for the year ended December 31, 2017 only reflect hemophilia-related product revenues through January 31, 2017. Patents Prior to the spin-off of our hemophilia business, we were awarded various methods of treatment and composition of matter patents related to ELOCTATE and ALPROLIX. Upon completion of the spin-off, these patents were transferred to the patent portfolio of Bioverativ.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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