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LICENSING AGREEMENTS AND ACQUISITIONS | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
LICENSING AGREEMENTS AND ACQUISITIONS | LICENSING AGREEMENTS AND ACQUISITIONS Licensing Agreements In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions. Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated. Acquisition of DURECT In July 2025, the Company announced that it had entered into an agreement to acquire the biopharmaceutical company DURECT Corporation (“DURECT”) for: (i) an upfront cash payment of approximately $63 million due at closing and (ii) potential future milestone payments of up to $350 million in the aggregate (subject to certain adjustments in respect of a retention plan) if certain milestones are achieved before the earlier of the 10 year anniversary of the first commercial sale in the United States and December 31, 2045. DURECT’s lead drug candidate Larsucosterol, is a novel therapeutic molecule that has demonstrated promising results in Phase 2 trials for the treatment of alcohol-associated hepatitis and has been granted both Fast Track and Breakthrough Therapy designations by the FDA. If approved and successfully launched, Larsucosterol will expand the Company’s gastrointestinal portfolio. The acquisition is expected to close in the third quarter of 2025, subject to the satisfaction of certain closing conditions included in the agreement. Acquisition of Whitecap Biosciences During January 2025, Bausch + Lomb, through an affiliate, acquired Whitecap Biosciences, LLC (“Whitecap Biosciences”) for an upfront payment of approximately $28 million and potential future milestone and royalty payments. The acquisition is expected to expand Bausch + Lomb’s clinical-stage pipeline as Whitecap Biosciences is currently developing two innovative therapies for potential use in glaucoma and geographic atrophy. Bausch + Lomb accounted for the transaction as an asset acquisition and during the six months ended June 30, 2025, Bausch + Lomb expensed the upfront payment of approximately $28 million as acquired in-process research and development costs, as included within Other (income) expense, net on the Condensed Consolidated Statements of Operations. Acquisition of Elios Vision During December 2024, Bausch + Lomb, through an affiliate, acquired Elios Vision, Inc. (“Elios Vision”) for (i) a cash payment of approximately $99 million and (ii) potential future milestone obligations. Elios Vision, is the developer of the ELIOS® procedure, the first clinically validated, minimally invasive glaucoma surgery procedure using an excimer laser. This acquisition is expected to bolster Bausch + Lomb’s glaucoma treatment portfolio. The acquisition of Elios Vision was accounted for as a business combination under the acquisition method of accounting. As of the acquisition date, the potential future milestone obligations, included as part of the aggregate purchase consideration, were recognized as a contingent consideration liability of $89 million, of which $11 million was recorded as a current liability. Bausch + Lomb reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value. See Note 6, “FAIR VALUE MEASUREMENTS” for additional information regarding the fair value assessment of the acquisition-related contingent consideration liabilities. In addition, as of the acquisition date, Bausch + Lomb allocated the aggregate purchase consideration of $188 million based on estimated fair values, which included recording $177 million of identifiable intangible assets, $16 million of other net liabilities and $27 million of goodwill. The valuation of the assets acquired and liabilities assumed as part of the acquisition of Elios Vision has not been finalized as of June 30, 2025. The areas that could be subject to change primarily relate to income tax matters. Bausch + Lomb will finalize these amounts no later than one year from the acquisition date. Acquisition of Trukera Medical During July 2024, Bausch + Lomb, through an affiliate, acquired TearLab Corporation, d/b/a Trukera Medical (“Trukera Medical”). Trukera Medical, a U.S.-based ophthalmic medical diagnostic company, commercializes ScoutPro®, a point-of-care portable device for precisely measuring osmolarity, the salt content of a person’s tears. This acquisition expands Bausch + Lomb’s presence in the dry eye market. The acquisition of Trukera Medical has been accounted for as a business combination under the acquisition method of accounting. See Note 3, “ACQUISITIONS AND LICENSING AGREEMENTS” to the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC and the CSA on February 19, 2025 for additional information regarding the 2024 Bausch + Lomb acquisitions, including details regarding the assets acquired and liabilities assumed.

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