ACQUISITION–RELATED (GAINS) CHARGES, PRODUCT DISCONTINUATION AND OTHER

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Acquisition-related (gains) charges, product discontinuation and other for the three and six months ended June 30, 2022 and 2021 summarized below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Severance-related expenses	$	950	$	—	$	4,065	$	—
Acquisition-related fees	2,168		7		4,013		7
Other acquisition expenses	104		—		552		—
Total acquisition-related charges	3,222		7		8,630		7
Flexion contingent consideration	(12,523)		—		(13,317)		—
MyoScience contingent consideration	(8,757)		139		(9,034)		(988)
Nuance Biotech Co. Ltd. agreement dissolution costs	—		—		—		3,000
Total acquisition-related (gains) charges, product discontinuation and other	$	(18,058)	$	146	$	(13,721)	$	2,019

Flexion Acquisition

The Company recognized acquisition-related costs of $3.2 million and $8.6 million during the three and six months ended June 30, 2022, respectively, primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition. See Note 4, Flexion Acquisition, for more information.

On November 19, 2021, as part of the purchase price consideration related to the Flexion Acquisition, the Company recorded contingent consideration of $45.2 million, which represents the Company’s potential achievement of meeting regulatory and sales-based milestones. During the three and six months ended June 30, 2022, the Company recorded $12.5 million and $13.3 million gains, respectively, due to a decrease to the fair value of its contingent consideration, which was included in acquisition-related (gains) charges in the condensed consolidated statements of operations. See Note 10, Financial Instruments, for information regarding the method, key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

MyoScience Acquisition

The Company recognized $8.8 million and $9.0 million contingent consideration gains during the three and six months ended June 30, 2022, respectively. The Company recognized a $0.1 million contingent consideration charge and a $1.0 million gain during the three and six months ended June 30, 2021, respectively. See Note 10, Financial Instruments, for information regarding the method, key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

Nuance Biotech Co. Ltd.

In June 2018, the Company entered an agreement with Nuance Biotech Co. Ltd., or Nuance, a China-based specialty pharmaceutical company, to advance the development and commercialization of EXPAREL in China. Under the terms of the agreement, the Company had granted Nuance the exclusive rights to develop and commercialize EXPAREL. In April 2021, the Company and Nuance agreed to a mutual termination of the agreement due to the lack of a viable regulatory pathway that adequately safeguards the Company’s intellectual property against the risk of a generic product. Dissolution costs of $3.0 million were included in other operating expenses in the condensed consolidated statements of operations for the six months ended June 30, 2021.