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2. Acquisitions | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Mergers, Acquisitions and Dispositions Disclosures | 2. ACQUISITIONS Curiosity Diagnostics Acquisition: On August 3, 2022 (the "Acquisition Date"), we acquired all equity interests of Curiosity Diagnostics, sp.z o.o. ("Curiosity") for a total consideration of $137.1 million, including the estimated fair value of contingent consideration. The contingent consideration of up to $70.0 million is payable upon achievement of certain technological development and sales-related milestones. Curiosity Diagnostics, a late-stage, pre-commercial platform company, is in the process of developing a sample-to-answer, rapid diagnostics PCR system for the molecular diagnostics market. The strategic rationale for the transaction was to facilitate our entry into the molecular disease testing market with a differentiated platform. We believe this acquisition will complement our Clinical Diagnostics product offerings. The acquisition was included in our Clinical Diagnostics segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material. The acquisition of Curiosity was accounted for as a business combination. The fair value of consideration transferred for the Curiosity acquisition consists of the following (in millions):
Purchase price (cash) |  | $ | 101.0 |  |  |
Fair value of contingent consideration (earn-out) |  | 36.1 |  |  |
Fair value of total consideration transferred |  | $ | 137.1 |  |  |
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Acquisition Date (in millions):
|  | Preliminary Fair Value |  |
In-process research and development |  | $ | 99.0 |  |  |
Deferred tax liabilities |  | (18.8) |  |  |
Other identifiable assets acquired, net |  | 1.0 |  |  |
Net identifiable assets acquired |  | 81.2 |  |  |
Goodwill |  | 55.9 |  |  |
Net assets acquired |  | $ | 137.1 |  |  |
Goodwill related to the acquisition is primarily attributable to opportunities to further develop and enhance the rapid diagnostics PCR systems and combining the operations and technologies of Bio-Rad and Curiosity, and is not deductible for tax purposes. In-process research and development (IPR&D) is accounted for as an indefinite-lived asset. Once the project is completed, the carrying value of the IPR&D will be amortized over the estimated useful life of the asset. IPR&D is assessed for impairment on an annual basis until the project is completed. As additional information becomes available, such as finalization of the estimated fair value of the assets acquired and liabilities assumed that may affect the total consideration transferred, we may revise the preliminary estimates of fair values of the tangible and intangible assets acquired and liabilities assumed during the remainder of the measurement period (which will not exceed 12 months from the Acquisition Date). Any such revisions or changes may be material as we finalize the fair values of the assets acquired and liabilities assumed, including the related tax effects. We included Curiosity's estimated fair value of assets acquired and liabilities assumed in our consolidated balance sheets beginning on the Acquisition Date. The results of operations for Curiosity subsequent to the Acquisition Date have been included in, but are immaterial to, our consolidated statements of income (loss) for the year ended December 31, 2022. Pro forma results of operations for the Curiosity a cquisition have not been presented because they are not material to the consolidated statements of income (loss). Dropworks Acquisition: On October 15, 2021 (the "Acquisition Date"), we acquired all equity interests of Dropworks, Inc. ("Dropworks") for a total consideration of $125.5 million. Dropworks is a development stage company focused on developing a digital PCR product. The strategic rationale for the transaction was to address additional opportunities in the PCR market. We believe this acquisition will complement our Life Science product offerings. The acquisition was included in our Life Science segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material. The acquisition of Dropworks was accounted for as a business combination. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the Acquisition Date (in millions):
|  | Fair Value |  |
Intangible assets |  | $ | 83.6 |  |  |
Deferred tax assets |  | 5.6 |  |  |
Deferred tax liabilities |  | (19.5) |  |  |
Other identifiable assets acquired, net |  | 0.4 |  |  |
Net identifiable assets acquired |  | 70.1 |  |  |
Goodwill |  | 55.4 |  |  |
Net assets acquired |  | $ | 125.5 |  |  |
Goodwill related to the acquisition is primarily attributable to the opportunities in the digital PCR market from combining the know-how and technologies of Bio-Rad and Dropworks, and is not deductible for tax purposes. The following table summarizes the final fair values and estimated useful life of the components of identifiable intangible assets acquired as of the Acquisition Date (in millions):
|  | Fair Value |  | Estimated Useful Life (years)
In-process research and development |  | $ | 81.7 |  |  |
Covenants not to compete |  | 1.9 |  |  | 4.7
Total identifiable intangible assets acquired |  | $ | 83.6 |  |  |
The acquired covenants not to compete are being amortized over its estimated useful life using the straight-line method of amortization, which is the term based on the legal rights associated with the covenants not to compete asset. Amortization of the acquired covenants not to compete of $0.4 million and $0.1 million for the years ended December 31, 2022 and December 31, 2021, respectively, are included in Selling, general and administrative expense in the consolidated statements of income (loss). In-process research and development (IPR&D) is accounted for as an indefinite-lived asset. Once the project is completed, the carrying value of the IPR&D will be amortized over the estimated useful life of the asset. IPR&D is assessed for impairment on an annual basis until the project is completed. We included Dropworks' estimated fair value of assets acquired and liabilities assumed in our consolidated balance sheets beginning on the Acquisition Date. The results of operations for Dropworks subsequent to the Acquisition Date have been included in, but are immaterial to, our consolidated statements of income (loss) for the years ended December 31, 2022 and December 31, 2021. Pro forma results of operations for the Dropworks acquisition have not been presented because they are not material to the consolidated statements of income (loss).

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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