CONTINGENT CONSIDERATION (GAINS) CHARGES, ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER

6 Months Ended

Jun. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONTINGENT CONSIDERATION (GAINS) CHARGES, ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER

Contingent consideration (gains) charges, acquisition-related expenses, restructuring and other for the six months ended June 30, 2025 and 2024 summarized below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Contingent consideration (gains) charges	$	(357)	$	1,509	$	(3,032)	$	(2,297)
Restructuring charges	—		996		—		6,531


Acquisition-related expenses	991		230		2,502		404

Legal settlement	—		—		7,000		—




Total contingent consideration (gains) charges, acquisition-related expenses, restructuring and other	$	634	$	2,735	$	6,470	$	4,638

Flexion Acquisition Contingent Consideration

The Company recognized gains of $0.4 million and $3.0 million related to contingent consideration arising from the Flexion Acquisition during the three and six months ended June 30, 2025, respectively. The Company recognized $1.5 million of charges and $2.3 million of gains related to contingent consideration during the three and six months ended June 30, 2024, respectively. See Note 10, Financial Instruments, for information regarding the method and key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

Restructuring Charges

In February 2024, the Company initiated a restructuring plan designed to ensure it is well positioned for long-term growth. The restructuring plan included: (i) reshaping the executive team, (ii) reallocating efforts and resources from its ex-U.S. and certain early-stage development programs to its U.S. commercial portfolio in the U.S. market and (iii) reprioritizing investments to enhance key commercial capabilities and expand EXPAREL utilization. The Company recognized $1.0 million and $6.5 million of restructuring charges for the three and six months ended June 30, 2024, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

The Company’s restructuring charges, including the beginning and ending liability balances, are summarized below (in thousands):


	Employee Termination Benefits (1)		Contract Termination Costs		Total
Balance at December 31, 2023	$	—	$	—	$	—
Charges incurred	3,220		1,709		4,929

Cash payments made / settled	(1,985)		(20)		(2,005)
Balance at December 31, 2024	1,235		1,689		2,924


Cash payments made / settled	(1,095)		(1,689)		(2,784)
Balance at June 30, 2025	$	140	$	—	$	140
(1) During the year ended December 31, 2024, there was $3.6 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

In July 2025, the Company announced it decommissioned its 45-liter EXPAREL batch manufacturing suite located at its Science Center Campus in San Diego, California and reduced its workforce accordingly. Refer to Note 18, Subsequent Events, for information on this restructuring.

Acquisition-Related Expenses

The Company recognized acquisition-related expenses of $1.0 million and $2.5 million during the three and six months ended June 30, 2025, respectively. These costs primarily related to third-party services and legal fees associated with the GQ Bio Acquisition. See Note 3, GQ Bio Therapeutics Acquisition, for more information.

The Company recognized acquisition-related expenses of $0.2 million and $0.4 million during the three and six months ended June 30, 2024, respectively. These costs primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

Legal Settlement

The Company recognized $7.0 million of costs during the six months ended June 30, 2025 related to the legal settlement of the patent infringement suits against eVenus, Jiangsu Hengrui and Fresenius (each as defined below). For more information, see Note 16, Commitments and Contingencies.