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We have acquired, and expect to continue to
acquire, intangible assets through the acquisition of
biotechnology companies or through the consolidation
of variable interest entities. These intangible assets
primarily consist of technology associated with human
therapeutic products and IPR&D product candidates.
When significant identifiable intangible assets are
acquired, we generally engage an independent third-
party valuation firm to assist in determining the fair
values of these assets as of the acquisition date.
Management will determine the fair value of less
significant identifiable intangible assets acquired.
Discounted cash flow models are typically used in
these valuations, and these models require the use of
significant estimates and assumptions including but
not limited to:
• estimating the timing of and expected costs to
complete the in-process projects;
• projecting regulatory approvals;
• estimating future cash flows from product sales
resulting from
completed products and in
process projects; and
• developing appropriate discount rates and
probability rates by project.
We believe the fair values assigned to the
intangible assets acquired are based upon
reasonable estimates and assumptions given
available facts and circumstances as of the
acquisition dates.
If these projects are not successfully developed,
the sales and profitability of the company may be
adversely affected in future periods. Additionally, the
value of the acquired intangible assets may become
impaired. We believe that the foregoing assumptions
used in the IPR&D analysis were reasonable. No
assurance can be given that the underlying
assumptions used to estimate expected project sales,
development costs or profitability, or the events
associated with such projects, will transpire as
estimated.
Certain IPR&D programs have a fair value that is
not significantly
in excess of carrying value, including
our program for the treatment of TGN. Such programs
could become impaired if assumptions used in
determining the fair value change.
Impairment and Amortization of Long-lived Assets
and Accounting for Goodwill
Long-lived Assets Other than Goodwill
Long-lived assets to be held and used include
property, plant and equipment as well as intangible
assets, including IPR&D and trademarks. Property,
plant and equipment are reviewed for impairment
whenever events or changes in circumstances
indicate that the carrying amount of the assets may
not be recoverable. We review our intangible assets
with indefinite lives for impairment annually, as of
October 31, and whenever events or changes in
circumstances indicate that the carrying value of an
asset may not be recoverable.
When performing our impairment assessment,
we calculate the fair value using the same
methodology as described above under "Acquired
Intangible Assets, including In-process Research and
Development (IPR&D)".
If the carrying value of our
acquired IPR&D exceeds its fair value, then the
intangible asset is written-down to its fair value.
Certain IPR&D programs have a fair value that is not
significantly in excess of carrying value, including
treatments for forms of neuropathic pain, such as
TGN. Such programs could become impaired if
assumptions used in determining the fair value
change.
Our most significant intangible assets are our
acquired and in-licensed rights and patents and
developed technology. Acquired and in-licensed rights
and patents primarily relate to obtaining the fair value
of the U.S. and rest of world licenses to Forward
Pharma's intellectual property, including Forward
Pharma's intellectual property related to TECFIDERA,
and our acquisition of all remaining rights to TYSABRI
from Elan. Developed technology primarily relates to
our AVONEX product, which was recorded in
connection
with the merger of Biogen, Inc.
and IDEC
Pharmaceuticals Corporation in 2003. We amortize
the intangible assets related to TECFIDERA, TYSABRI
and AVONEX using the economic consumption method
based on revenues generated from the products
underlying the related intangible assets. An analysis
of the anticipated lifetime revenues of TECFIDERA,
TYSABRI and AVONEX is performed annually during
our long-range planning cycle, which is generally
updated in the third quarter of each year, and
whenever events or changes in circumstances would
significantly affect the anticipated lifetime revenues of
TECFIDERA, TYSABRI or AVONEX.
For additional information on the impairment
charges related to our long-lived assets during 2017
and 2016, please read Note 7, Intangible Assets and
Goodwill, to our consolidated financial statements
included in this report. Impairment charges related to
our long-lived assets during 2015 were insignificant.
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Goodwill
Goodwill relates largely to amounts that arose in
connection with the merger of Biogen, Inc. and IDEC
Pharmaceuticals Corporation in 2003 and amounts
that are being paid in connection with the acquisition
of Fumapharm AG. Our goodwill balances represent
the difference between the purchase price and the fair
value of the identifiable tangible and intangible net
assets when accounted for using the purchase
method of accounting.
We assess our goodwill balance within our
single reporting unit annually, as of October 31, and
whenever events or changes in circumstances
indicate the carrying value of goodwill may not be
recoverable to determine whether any impairment in
this asset may exist and, if so, the extent of such
impairment. We compare the fair value of our
reporting unit to its carrying value. If the carrying
value of the net assets assigned to the reporting unit
exceeds the fair value of our reporting unit, we would
record an impairment loss equal to the difference.
We completed our required annual impairment
test in the fourth quarters of 2017, 2016 and 2015,
respectively, and determined
in each of those periods
that the carrying value of goodwill was not impaired.
In each year, the fair value of our reporting unit, which
includes goodwill, was significantly in excess of the
carrying value of our reporting unit.
Investments, including Fair Value Measures and
Impairments
We invest in various types of securities,
including short-term and long-term marketable
securities, principally corporate notes, government
securities including government sponsored enterprise
mortgage-backed securities and credit card and auto
loan asset-backed securities, in which our excess
cash balances are invested.
In accordance with the accounting standard for
fair value measurements, we have classified our
financial assets as Level 1, 2 or 3 within the fair value
hierarchy. Fair values determined by Level 1 inputs
utilize quoted prices (unadjusted) in active markets for
identical assets that we have the ability to access.
Fair values determined by Level 2
inputs utilize data
points that are observable such as quoted prices,
interest rates, yield curves and foreign currency spot
rates. Fair values determined by Level 3 inputs utilize
unobservable data points for the asset.
As noted in Note 8, Fair Value Measurements, to
our consolidated financial statements included in this
report, a majority of our financial assets have been
classified as Level 2. These assets have been initially
valued at the transaction price and subsequently
valued utilizing third-party pricing services. The pricing
services use many observable market inputs to
determine value, including reportable trades,
benchmark yields, credit spreads, broker/dealer
quotes, bids, offers, current spot rates and other
industry and economic events. We validate the prices
provided by our third-party pricing services by
understanding the models used, obtaining market
values from other pricing sources and analyzing
pricing data in certain instances.
Impairment
We conduct periodic reviews to identify and
evaluate each investment
that has an unrealized loss,
in accordance with the meaning of other-than-
temporary impairment and its application to certain
investments. An unrealized loss exists when the
current fair value of an individual security is less than
its amortized cost basis. Unrealized losses on
available-for-sale debt securities that are determined
to be temporary, and not related to credit loss, are
recorded, net of tax, in accumulated other
comprehensive income.
For available-for-sale debt securities with
unrealized losses, management performs an analysis
to assess whether we intend to sell or whether we
would more likely than not be required to sell the
security before the expected recovery of the
amortized cost basis. Where we intend to sell a
security, or may be required to do so, the security’s
decline in fair value is deemed to be other-than-
temporary and the full amount of the unrealized loss
is reflected within earnings as an impairment loss.
Regardless of
our intent to sell a security, we
perform additional analysis on all securities with
unrealized losses to evaluate losses associated with
the creditworthiness of the security. Credit losses are
identified where we do not expect to receive cash
flows sufficient to recover the amortized cost basis of
a security and are reflected within earnings as an
impairment loss.
Share-Based Compensation
We make certain assumptions in order to value
and record expense associated with awards made
under our share-based compensation arrangements.
Changes in these assumptions may lead to variability
with respect to the amount of expense we recognize
in connection with share-based payments.