On November 12, 2024, the Company and ICU Medical Sales, Inc., a Delaware corporation (collectively, the "ICU Medical Entities") entered into a purchase agreement (the "Agreement") with Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation ("OPF"). Pursuant to the Agreement, prior to the closing, the ICU Medical Entities were required to form a Delaware limited liability company (the "LLC") and the ICU Medical Entities, and the LLC were to enter into a contribution agreement under which the ICU Medical Entities would transfer the assets, liabilities and operations that comprise the IV Solutions product line to the LLC. The Agreement provided that, at the closing, OPF would acquire a 60% equity interest in the LLC from the ICU Medical Entities. Pursuant to the Agreement, the consideration receivable by the ICU Medical Entities is comprised of (a) estimated cash consideration of approximately $209.5 million at closing and (b) a potential milestone payment paid by OPF to the Company for any incremental revenue and incremental gross profit recognized by the LLC, as calculated under the terms of the Agreement upon the final determination of the LLC's audited financial statements for the year-ending and as of December 31, 2026. In connection with the closing under the Agreement, on May 1, 2025, the ICU Medical Entities and OPF entered into an Amended and Restated Operating Agreement of the LLC (the "Operating Agreement"). Pursuant to the Operating Agreement, the Board of Directors of the LLC shall initially consist of five Directors, of which the ICU Medical Entities, based upon their ownership of units of the LLC at the time of Closing, shall appoint two Directors. As provided under the Operating Agreement, each of OPF and the ICU Medical Entities have granted certain exclusive call and put options with respect to the ICU Medical Entities' remaining ownership interest in the LLC. Such options are exercisable at certain specified dates and for such amounts as are set forth in the Operating Agreement beginning five years after the closing. Additionally, at the closing, the LLC, and the Company entered into certain commercial agreements, a services agreement and a license agreement, which provide for, among other things, certain administrative, marketing, distribution, sales support and logistic services to the LLC for a specified period of time. Based upon initial estimates, no impairment in the assets held for sale was identified and the expected gain from the sale will be recognized upon close of the transaction.


	As of
Assets:	March 31, 2025		December 31, 2024
Accounts receivable, net of allowance of $907 and $465 at March 31, 2025 and December 31, 2024, respectively	$	5,958	$	13,331
Inventories	97,413		88,656
Prepaid expenses and other current assets	2,766		4,140
Property, plant and equipment, net	157,152		155,426
Other assets	22,833		22,829
Total assets held for sale	$	286,122	$	284,382

Liabilities:
Accounts payable	$	16,832	$	13,533
Accrued liabilities	12,832		19,378
Total liabilities held for sale	$	29,664	$	32,911

Net assets held for sale	$	256,458	$	251,471