INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2024:


(In thousands)	Weighted Average Remaining Life (Years)	Cost		Accumulated Amortization		Net Balance at December 31, 2024
Finite-lived intangible assets
Trade name	10.8	$	104,000	$	(35,153)	$	68,847
Customer relationships	6.0	4,000		(1,333)		2,667
Patents and licenses	9.5	56,542		(12,963)		43,579
Acquired developed technology (1)	6.4	887,104		(412,504)		474,600
Total finite-lived intangible assets		1,051,646		(461,953)		589,693
In-process research and development	n/a	420,000		—		420,000
Total intangible assets		$	1,471,646	$	(461,953)	$	1,009,693

The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023:


(In thousands)	Weighted Average Remaining Life (Years)	Cost		Accumulated Amortization		Net Balance at December 31, 2023
Finite-lived intangible assets
Trade name	11.6	$	104,000	$	(27,903)	$	76,097
Customer relationships	7.0	4,000		(889)		3,111
Patents and licenses	4.5	11,542		(9,600)		1,942
Acquired developed technology (1)	7.3	887,789		(328,543)		559,246
Total finite-lived intangible assets		1,007,331		(366,935)		640,396
In-process research and development	n/a	1,250,000		—		1,250,000
Total intangible assets		$	2,257,331	$	(366,935)	$	1,890,396

______________

(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”).

As of December 31, 2024, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:


(In thousands)
2025	$	96,361
2026	95,300
2027	95,300
2028	95,300
2029	89,177
Thereafter	118,255
Total	$	589,693

There were no impairment losses recorded on finite-lived intangible assets during the year ended December 31, 2024.

The Company recorded an IPR&D asset of $1.25 billion related to a project associated with the development of a blood-based, multi-cancer screening test (“MCED”) as part of the acquisition of Thrive Earlier Detection Corporation (“Thrive”) in January 2021. During the fourth quarter of 2024, the Company performed a quantitative impairment assessment for the IPR&D asset, which required a fair value measurement as of the Company's annual test date, November 15, 2024. The Company determined that the fair value of the IPR&D was $420.0 million and recorded a non-cash, pre-tax impairment charge of $830.0 million. The impairment charge recorded was the result of a decrease in projected cash flows for the asset due to external factors since the acquisition, primarily an expected decline in reimbursement rates. The ongoing legislation discussion around the proposed MCED Act legislation gave the Company new information on how reimbursement may develop. The fair value of the IPR&D asset was measured using the multi-period excess earnings method approach, which utilizes significant unobservable inputs (Level 3 inputs) including projected revenues, projected gross margin, projected operating expenses, discount rate, tax rate, obsolescence factor, and probability of commercial success. The discount rate utilized in the fair value measurement was 18.0%.

On August 2, 2022, the Company completed a sale of the developed technology intangible asset related to the GPS test to MDxHealth SA (“MDxHealth”), which was measured using the income approach to determine the fair value. The gross value of the intangible asset was $59.0 million with accumulated amortization of $16.1 million as of the closing date, resulting in a carrying value of $42.9 million, which was derecognized from intangible assets, net in the consolidated balance sheets upon completion of the divestiture. Refer to Note 18 for further information on this sale.

During the third quarter of 2022, the remaining carrying value of $2.0 million related to the supply agreement intangible asset acquired as part of the combination with Genomic Health, Inc. (“Genomic Health”) was recorded as a non-cash, pre-tax impairment loss due to the termination of the agreement. The Company previously recorded a non-cash, pre-tax impairment loss of $20.2 million during the third quarter of 2021 due to lower than anticipated performance of the underlying product.

During the second quarter of 2022, the remaining carrying value of $6.6 million related to the developed technology intangible asset acquired as a result of the acquisition of Paradigm Diagnostics, Inc. was recorded as a non-cash, pre-tax impairment loss due to lower than anticipated performance of the underlying product.

The Company utilized the income approach to measure the fair value of the impaired finite-lived intangible assets, which involved significant unobservable inputs (Level 3 inputs), including revenue projections, cash flow projections, and discount rates.

Impairment losses recorded on intangible assets are included in impairment of long-lived and indefinite-lived assets in the Company’s consolidated statement of operations.

Goodwill

The change in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 is as follows:


(In thousands)
Balance, January 1, 2023	$	2,346,040
Resolution Bioscience acquisition (1)	20,692
Effects of changes in foreign currency exchange rates (2)	388
Balance, December 31, 2023	2,367,120
Resolution Bioscience acquisition adjustments	225
Effects of changes in foreign currency exchange rates	(669)
Balance, December 31, 2024	$	2,366,676

_________________________________

(1) Refer to Note 18 for further discussion on the Company’s acquisition of Resolution Bioscience, Inc. (“Resolution Bioscience”)

(2) Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra.

There were no impairment losses recorded on goodwill for the years ended December 31, 2024, 2023, and 2022.