v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
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 Combinations
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.
For the nine months ended September 30, 2026 and 2025, our significant acquisitions that were accounted for as business combinations were Kelonia Therapeutics, Inc. (Kelonia), Centessa Pharmaceuticals plc (Centessa), and Ventyx Biosciences, Inc. (Ventyx) and are summarized in the following table:
KeloniaCentessaVentyx
Acquisition dateJune 25, 2026June 24, 2026
March 4, 2026
Business descriptionIn vivo chimeric antigen receptor T-cell (CAR-T) therapiesOrexin receptor 2 agonists for sleep-wake disorders Oral therapies for inflammatory-mediated diseases
Estimated fair value as of acquisition date:
Cash$46 $233 $120 
Acquired in-process research and development (IPR&D)4,695 6,058 977 
Goodwill(1)
1,052 1,655 232 
Deferred tax liabilities, net(822)(1,279)(150)
Other assets and liabilities, net(74)(74)(1)
Acquisition date fair value of consideration4,897 6,593 1,178 
Less:
Cash acquired(46)(233)(120)
Fair value of contingent consideration(1,765)(402)N/A
Cash consideration paid, net of cash acquired$3,086 $5,958 $1,058 
Contingent consideration(2)
$3,750 $1,542 N/A
Primary acquired IPR&D intangibleKLN-1010ORX750VTX3232
(1) The goodwill recognized from these acquisitions is primarily attributable to future unidentified projects and products, the assembled workforce for the companies, and the recognition of deferred tax liabilities, which is not deductible for tax purposes.
(2) These amounts represent the maximum amount of potential payments and are subject to the achievement of certain specified milestones. See Note 8 for additional information related to contingent consideration amounts.
N/A - Not applicable
We are in the process of determining fair values and tax bases of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures, as our access to information was limited prior to each acquisition. The final determination of these amounts will be completed as soon as practicable but no later than one year from each acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.
Asset Acquisitions
Upon each asset acquisition, the cost allocated to acquired 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 $4.2 billion and $7.5 billion for the three and nine months ended September 30, 2026, respectively, and $656 million and $2.4 billion for the three and nine months ended September 30, 2025, respectively.
The following table summarizes our significant acquired IPR&D charges during 2026 and 2025:
CounterpartyCompound, Therapy, or AssetAcquisition Month
Phase of Development(1)
Acquired IPR&D Charge
AtaiBeckley Inc. (AtaiBeckley)
BPL-003 (mebufotenin benzoate), synthetic form of 5-MeO-DMT for treatment-resistant depressionSeptember 2026Phase 2$2,610 
Curevo Inc. (Curevo)Amezosvatein, adjuvanted subunit vaccine for the prevention of shinglesJuly 2026Phase 2954 
Ajax Therapeutics, Inc. (Ajax)AJ1-11095, oral, Type II JAK2 inhibitor for the treatment of myelofibrosis and polycythemia veraJune 2026Phase 1909 
Orna Therapeutics, Inc. (Orna)ORN-252, CD19 targeting in vivo CAR-T therapy designed to treat B cell-driven autoimmune diseasesMay 2026Phase 11,233 
SiteOne Therapeutics, Inc.(SiteOne)STC-004, Nav1.8 inhibitor for the treatment of painJuly 2025Phase 1494 
Scorpion Therapeutics, Inc. (Scorpion)STX-478, PI3Kα inhibitor for the treatment of breast cancer and other advanced solid tumorsMarch 2025Phase 11,412 
(1) The phase of development presented is as of the date of the arrangement and represents the phase of development of the most advanced asset acquired, where applicable.
Subsequent Events
In October 2026, we acquired Merida Biosciences, Inc. (Merida) for up to $2.9 billion in aggregate, inclusive of an upfront payment and additional potential payments based upon the achievement of certain clinical and regulatory milestones. Our access to information was limited prior to the acquisition. As a consequence, we are in the process of determining the fair values of the assets acquired and liabilities assumed and the associated accounting treatment.
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 Combinations
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.
For the nine months ended September 30, 2026 and 2025, our significant acquisitions that were accounted for as business combinations were Kelonia Therapeutics, Inc. (Kelonia), Centessa Pharmaceuticals plc (Centessa), and Ventyx Biosciences, Inc. (Ventyx) and are summarized in the following table:
KeloniaCentessaVentyx
Acquisition dateJune 25, 2026June 24, 2026
March 4, 2026
Business descriptionIn vivo chimeric antigen receptor T-cell (CAR-T) therapiesOrexin receptor 2 agonists for sleep-wake disorders Oral therapies for inflammatory-mediated diseases
Estimated fair value as of acquisition date:
Cash$46 $233 $120 
Acquired in-process research and development (IPR&D)4,695 6,058 977 
Goodwill(1)
1,052 1,655 232 
Deferred tax liabilities, net(822)(1,279)(150)
Other assets and liabilities, net(74)(74)(1)
Acquisition date fair value of consideration4,897 6,593 1,178 
Less:
Cash acquired(46)(233)(120)
Fair value of contingent consideration(1,765)(402)N/A
Cash consideration paid, net of cash acquired$3,086 $5,958 $1,058 
Contingent consideration(2)
$3,750 $1,542 N/A
Primary acquired IPR&D intangibleKLN-1010ORX750VTX3232
(1) The goodwill recognized from these acquisitions is primarily attributable to future unidentified projects and products, the assembled workforce for the companies, and the recognition of deferred tax liabilities, which is not deductible for tax purposes.
(2) These amounts represent the maximum amount of potential payments and are subject to the achievement of certain specified milestones. See Note 8 for additional information related to contingent consideration amounts.
N/A - Not applicable
We are in the process of determining fair values and tax bases of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures, as our access to information was limited prior to each acquisition. The final determination of these amounts will be completed as soon as practicable but no later than one year from each acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.
Asset Acquisitions
Upon each asset acquisition, the cost allocated to acquired 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 $4.2 billion and $7.5 billion for the three and nine months ended September 30, 2026, respectively, and $656 million and $2.4 billion for the three and nine months ended September 30, 2025, respectively.
The following table summarizes our significant acquired IPR&D charges during 2026 and 2025:
CounterpartyCompound, Therapy, or AssetAcquisition Month
Phase of Development(1)
Acquired IPR&D Charge
AtaiBeckley Inc. (AtaiBeckley)
BPL-003 (mebufotenin benzoate), synthetic form of 5-MeO-DMT for treatment-resistant depressionSeptember 2026Phase 2$2,610 
Curevo Inc. (Curevo)Amezosvatein, adjuvanted subunit vaccine for the prevention of shinglesJuly 2026Phase 2954 
Ajax Therapeutics, Inc. (Ajax)AJ1-11095, oral, Type II JAK2 inhibitor for the treatment of myelofibrosis and polycythemia veraJune 2026Phase 1909 
Orna Therapeutics, Inc. (Orna)ORN-252, CD19 targeting in vivo CAR-T therapy designed to treat B cell-driven autoimmune diseasesMay 2026Phase 11,233 
SiteOne Therapeutics, Inc.(SiteOne)STC-004, Nav1.8 inhibitor for the treatment of painJuly 2025Phase 1494 
Scorpion Therapeutics, Inc. (Scorpion)STX-478, PI3Kα inhibitor for the treatment of breast cancer and other advanced solid tumorsMarch 2025Phase 11,412 
(1) The phase of development presented is as of the date of the arrangement and represents the phase of development of the most advanced asset acquired, where applicable.
Subsequent Events
In October 2026, we acquired Merida Biosciences, Inc. (Merida) for up to $2.9 billion in aggregate, inclusive of an upfront payment and additional potential payments based upon the achievement of certain clinical and regulatory milestones. Our access to information was limited prior to the acquisition. As a consequence, we are in the process of determining the fair values of the assets acquired and liabilities assumed and the associated accounting treatment.