v3.22.4
ACQUISITION-RELATED CHARGES (GAINS), IMPAIRMENT AND OTHER
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ACQUISITION-RELATED CHARGES (GAINS), IMPAIRMENT AND OTHER ACQUISITION-RELATED CHARGES (GAINS), IMPAIRMENT AND OTHER
Acquisition-related charges (gains), impairment and other for the years ended December 31, 2022, 2021 and 2020 are summarized below (in thousands):
Year Ended December 31,
202220212020
Severance-related expenses$4,494 $26,371 $— 
Acquisition-related fees1,032 10,963 — 
Other acquisition expenses5,719 3,566 150 
Total acquisition-related charges11,245 40,900 150 
Flexion contingent consideration(18,292)1,174 — 
MyoScience contingent consideration(11,184)(2,163)5,204 
Impairment of acquired IPR&D26,134 — — 
Termination of license agreement3,000 — — 
Nuance Biotech Co. Ltd. agreement dissolution costs— 3,000 — 
Discontinuation of DepoCyt(e)— — (188)
Total acquisition-related charges (gains), impairment and other$10,903 $42,911 $5,166 
Flexion Acquisition
The Company recognized acquisition-related and other costs of $11.2 million and $40.2 million during the years ended December 31, 2022 and 2021, respectively, primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition. See Note 5, Flexion Acquisition, for more information.
On November 19, 2021, as part of the purchase price consideration related to the Flexion Acquisition, the Company recorded a contingent consideration of $45.2 million, which represents the Company’s potential achievement of meeting regulatory and sales-based milestones. For the year ended December 31, 2022, the Company recognized a contingent consideration gain of $18.3 million due to a decrease to the fair value of its contingent consideration. From the date of the acquisition through December 31, 2021, the Company recorded a contingent consideration charge of $1.2 million. See Note 12, Financial Instruments, for information regarding the method and key assumptions used in the fair value measurements of the Company’s contingent consideration.
MyoScience Acquisition
The Company recognized contingent consideration gains of $11.2 million and $2.2 million for the years ended December 31, 2022 and 2021, respectively, and a contingent consideration charge of $5.2 million for the year ended December 31, 2020. See Note 12, 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.
The Company recognized acquisition-related and other charges of $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively, related to one-time termination benefits and fees associated with the MyoScience Acquisition.
Impairment of Acquired IPR&D
For the year ended December 31, 2022, an impairment of $26.1 million for an acquired IPR&D intangible asset related to ZILRETTA for the treatment of OA pain of the shoulder was recognized based on the amount its previous carrying value of $60.0 million exceeded its fair value of $33.9 million. See Note 9, Goodwill and Intangible Assets, for more information.
Termination of License Agreement
The Company recognized expense of $3.0 million in the year ended December 31, 2022 related to the termination of a license agreement. See Note 20, Commitments and Contingencies, for more information.
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, which included dissolution costs of $3.0 million during the year ended December 31, 2021.
DepoCyt(e) Discontinuation
In April 2018, the Company received formal notice of the termination of a Supply Agreement and a Distribution Agreement (and all related agreements as subsequently amended) from Mundipharma International Corporation Limited and Mundipharma Medical Company, respectively (collectively, “Mundipharma”). In November 2019, the Company reached a settlement with Mundipharma and made a $5.3 million payment related to the DepoCyt(e) discontinuation which had previously been accrued.
The Company recorded a gain of $0.2 million during the year ended December 31, 2020 related to the discontinuation of its DepoCyt(e) manufacturing activities in June 2017. The foregoing references to DepoCyt(e) mean DepoCyt® when discussed in the context of the U.S. and Canada and DepoCyte® when discussed in the context of the E.U.