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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Acquisitions We engage in various forms of business development activities to enhance or refine our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales if the products are approved for commercialization and/or milestones based on the successful progress of compounds through the development process. We account for each arrangement as either a business combination or an asset acquisition in accordance with GAAP. Business Combination When an acquisition met the definition of a business under GAAP, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated condensed financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill. The results of operations of the acquisition are included in our consolidated condensed financial statements from the date of acquisition. Manufacturing Facility Acquisition Overview of Transaction In May 2024, we acquired NexPharm Parent HoldCo, LLC and Isopro Holdings, LLC, which together own the assets of a manufacturing site in Wisconsin, for a purchase price of $924.7 million, net of cash acquired. The facility expands our global parenteral (injectable) product manufacturing network. Assets Acquired and Liabilities Assumed The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
(1) The goodwill recognized from this acquisition is primarily attributable to the synergies between the manufacturing capabilities of the site and our products as well as the assembled workforce of the site, which is deductible for tax purposes. We are unable to provide the results of operations for the three and six months ended June 30, 2025 attributable to this acquisition as the operations were substantially integrated into our legacy business. Pro forma information has not been included as this acquisition did not have a material impact on our consolidated condensed statements of operations for the three and six months ended June 30, 2024. Asset Acquisitions Upon each asset acquisition, the cost allocated to acquired in-process research and development (IPR&D) was immediately expensed as acquired IPR&D if the compound had no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound were expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurred. We recognized acquired IPR&D charges of $153.8 million and $1.73 billion for the three and six months ended June 30, 2025, respectively, and $154.3 million and $264.8 million for the three and six months ended June 30, 2024, respectively. The acquired IPR&D charges for the six months ended June 30, 2025 were primarily related to the first quarter acquisition of Scorpion Therapeutics, Inc.'s (Scorpion's) PI3Kα inhibitor program STX-478, currently being evaluated in a Phase 1/2 clinical trial for breast cancer and other advanced solid tumors. We recognized no other significant acquired IPR&D charges during the three and six months ended June 30, 2025 and 2024. Subsequent Events In July 2025, we acquired all shares of Verve Therapeutics, Inc. (Verve) for a purchase price of $10.50 per share in cash (or an aggregate of approximately $1.0 billion), plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share, for a total potential consideration of up to $13.50 per share in cash without interest (or an aggregate of up to approximately $1.3 billion), subject to certain terms and conditions, upon the achievement of a certain specified milestone. Verve is developing genetic medicines for cardiovascular disease. In July 2025, we acquired SiteOne Therapeutics, Inc. (SiteOne). Under the terms of the agreement, we could pay up to $1.0 billion in cash, inclusive of an upfront payment and subsequent payments upon achievement of certain regulatory and commercial milestones. Through the acquisition we acquired STC-004, a Nav1.8 inhibitor being studied for the treatment of pain. Our access to Verve and SiteOne information was limited prior to the acquisitions. As a consequence, we are in the process of determining the fair values of the assets acquired and liabilities assumed and the associated accounting treatments.
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| Acquisitions | Acquisitions We engage in various forms of business development activities to enhance or refine our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales if the products are approved for commercialization and/or milestones based on the successful progress of compounds through the development process. We account for each arrangement as either a business combination or an asset acquisition in accordance with GAAP. Business Combination When an acquisition met the definition of a business under GAAP, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated condensed financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill. The results of operations of the acquisition are included in our consolidated condensed financial statements from the date of acquisition. Manufacturing Facility Acquisition Overview of Transaction In May 2024, we acquired NexPharm Parent HoldCo, LLC and Isopro Holdings, LLC, which together own the assets of a manufacturing site in Wisconsin, for a purchase price of $924.7 million, net of cash acquired. The facility expands our global parenteral (injectable) product manufacturing network. Assets Acquired and Liabilities Assumed The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
(1) The goodwill recognized from this acquisition is primarily attributable to the synergies between the manufacturing capabilities of the site and our products as well as the assembled workforce of the site, which is deductible for tax purposes. We are unable to provide the results of operations for the three and six months ended June 30, 2025 attributable to this acquisition as the operations were substantially integrated into our legacy business. Pro forma information has not been included as this acquisition did not have a material impact on our consolidated condensed statements of operations for the three and six months ended June 30, 2024. Asset Acquisitions Upon each asset acquisition, the cost allocated to acquired in-process research and development (IPR&D) was immediately expensed as acquired IPR&D if the compound had no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound were expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurred. We recognized acquired IPR&D charges of $153.8 million and $1.73 billion for the three and six months ended June 30, 2025, respectively, and $154.3 million and $264.8 million for the three and six months ended June 30, 2024, respectively. The acquired IPR&D charges for the six months ended June 30, 2025 were primarily related to the first quarter acquisition of Scorpion Therapeutics, Inc.'s (Scorpion's) PI3Kα inhibitor program STX-478, currently being evaluated in a Phase 1/2 clinical trial for breast cancer and other advanced solid tumors. We recognized no other significant acquired IPR&D charges during the three and six months ended June 30, 2025 and 2024. Subsequent Events In July 2025, we acquired all shares of Verve Therapeutics, Inc. (Verve) for a purchase price of $10.50 per share in cash (or an aggregate of approximately $1.0 billion), plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share, for a total potential consideration of up to $13.50 per share in cash without interest (or an aggregate of up to approximately $1.3 billion), subject to certain terms and conditions, upon the achievement of a certain specified milestone. Verve is developing genetic medicines for cardiovascular disease. In July 2025, we acquired SiteOne Therapeutics, Inc. (SiteOne). Under the terms of the agreement, we could pay up to $1.0 billion in cash, inclusive of an upfront payment and subsequent payments upon achievement of certain regulatory and commercial milestones. Through the acquisition we acquired STC-004, a Nav1.8 inhibitor being studied for the treatment of pain. Our access to Verve and SiteOne information was limited prior to the acquisitions. As a consequence, we are in the process of determining the fair values of the assets acquired and liabilities assumed and the associated accounting treatments.
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