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Acquisition
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisition

16. ACQUISITION

 

On November 18, 2019, the Company entered into a definitive agreement to acquire Rodin, a privately held biopharmaceutical company focused on developing novel, small molecule therapeutics for synaptopathies. The acquisition was completed on November 25, 2019 and, under the terms of the agreement, the Company made an upfront cash payment of $98.1 million to Rodin's security holders and may make up to $850.0 million in future payments, $225.0 million of which are triggered upon achievement by the development candidates acquired in the acquisition of Rodin of certain specified clinical milestones, $300.0 million of which are triggered by the development candidates acquired in the acquisition of Rodin of certain regulatory milestones and $325.0 million of which are triggered upon the attainment of certain sales thresholds.

 

The Company accounted for the transaction, as an asset acquisition as substantially all of the fair value of Rodin’s gross assets acquired were concentrated in its in-process research and development (“IPR&D”), which is largely in the pre-clinical stage. As the IPR&D was determined to not have an alternative future use, the Company recorded a charge to R&D expense in the accompanying consolidated statements of operations and comprehensive loss of $86.6 million, which was the amount determined to be the relative fair value of the $98.1 million payment attributed to the acquired IPR&D. The Company has not recorded any of the $850.0 million in contingent consideration as a liability in the accompanying consolidated balance sheet as none of the future events which would trigger a milestone payment are considered probable of occurring at December 31, 2019.

 

The following were the amounts allocated to the assets acquired, liabilities assumed and amounts expensed at the acquisition date based on their respective fair values:

 

(In thousands)

 

 

 

 

Cash

 

 

2,658

 

Prepaid expenses and other current assets

 

 

461

 

Deferred tax assets

 

 

11,642

 

Right-of-use assets

 

 

637

 

Other assets

 

 

137

 

Accounts payable and accrued expenses

 

 

(3,364

)

Operating lease liabilities—short-term

 

 

(400

)

Operating lease liabilities—long-term

 

 

(237

)

Research and development expense

 

 

86,594