United states securities and exchange commission



Yüklə 4,82 Kb.
Pdf görüntüsü
səhifə58/83
tarix03.05.2018
ölçüsü4,82 Kb.
#41067
1   ...   54   55   56   57   58   59   60   61   ...   83

Table of Contents
BIOGEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F- 22
operations or statement of cash flows; however, it has resulted in the reclassification of certain prior year amounts in 
our consolidated statements of cash flows to conform to our current year presentation. Specifically, amounts 
previously disclosed in net cash flows used in financing activities related to our excess tax benefit from share-based 
compensation have been reclassified to net cash flows provided by operating activities and amounts related to cash 
paid when withholding shares for tax withholding purposes, previously disclosed in net cash flows provided by 
operating activities, have been reclassified to net cash flows used in financing activities.
In October 2016 the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets 
Other Than Inventory. This new standard eliminates the deferral of the tax effects of intra-entity asset transfers other 
than inventory. As a result, the income tax consequences from the intra-entity transfer of an asset other than 
inventory and associated changes to deferred taxes will be recognized when the transfer occurs. This new standard 
became effective for us on January 1, 2018. We will adopt this new standard using the modified retrospective 
method, through a cumulative-effect adjustment directly to retained earnings as of the beginning of that date. Based 
on currently enacted tax rates, upon adoption, we will record additional deferred tax assets of approximately $0.5 
billion and an increase to retained earnings of approximately $0.5 billion. We will recognize incremental deferred 
income tax expense thereafter as these net deferred tax assets are utilized.
In January 2017 the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition 
of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an 
integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair 
value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar 
identifiable assets, the set is not a business. We elected to early adopt this new standard as of January 1, 2017, 
with prospective application to any business development transactions, including our recent asset acquisition of 
BIIB093 from Remedy Pharmaceuticals Inc. (Remedy) in May 2017. For additional information on this transaction, 
please read Note 2, Acquisitions, to these consolidated financial statements.
In January 2017 the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the 
Test of Goodwill Impairment. This new standard eliminates Step 2 from the goodwill impairment test. Under the 
amendments in ASU No. 2017-04, an entity should recognize an impairment charge for the amount by which the 
carrying amount of a reporting unit exceeds that reporting unit’s fair value; however, the loss recognized should not 
exceed the total amount of goodwill allocated to that reporting unit. We elected to early adopt this new standard as 
of October 31, 2017, during our annual review of goodwill. The adoption of this new standard resulted in a change to 
our accounting policy; however, did not have an impact on our consolidated financial position or results of operations.
In March 2017 the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 
310-20): Premium Amortization on Purchased Callable Debt Securities. This new standard amends the amortization 
period for certain purchased callable debt securities held at a premium by shortening the amortization period for the 
premium to the earliest call date. This new standard will become effective for us on January 1, 2019. We are 
currently evaluating the potential impact that this new standard may have on our consolidated financial position and 
results of operations.
In August 2017 the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements 
to Accounting for Hedging Activities. This new standard is intended to simplify hedge accounting by better aligning 
how an entity’s risk management activities and hedging relationships are presented in its financial statements and 
simplifies the application of hedge accounting guidance in certain situations. This new standard expands and refines 
hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of 
the effects of the hedging instrument and the hedged item in the financial statements. This new standard will 
become effective for us on January 1, 2019; however, early adoption is permitted. For cash flow hedges existing at 
the adoption date, this new standard requires adoption on a modified retrospective basis with a cumulative-effect 
adjustment to retained earnings as of the effective date. The amendments to presentation guidance and disclosure 
requirements are required to be adopted prospectively. We are currently evaluating the date upon which we will adopt 
this new standard and the impact this new standard may have on our consolidated financial statements. 


Table of Contents
BIOGEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F- 23
2.      Acquisitions
Remedy Pharmaceuticals Inc.
In May 2017 we completed an asset purchase of the Phase 3-ready candidate, BIIB093 (intravenous 
glibencamide) (formerly known as CIRARA), from Remedy. The target indication for BIIB093 is large hemispheric 
infarction (LHI), a severe form of ischemic stroke where brain swelling (cerebral edema) often leads to a 
disproportionately large share of stroke-related morbidity and mortality. The U.S. Food and Drug Administration (FDA) 
recently granted BIIB093 Orphan Drug designation for severe cerebral edema in patients with acute ischemic stroke. 
The FDA has also granted BIIB093 Fast Track designation. 
Under this agreement, we are responsible for the future development and commercialization of BIIB093 and 
Remedy will share in the cost of development for the target indication for BIIB093 in LHI stroke.
We accounted for this transaction as an asset acquisition as we did not acquire any employees from Remedy 
nor did we acquire any significant processes required in the development of BIIB093. In connection with the closing 
of this transaction, we made an upfront payment of $120.0 million to Remedy, which was recorded as acquired in-
process research and development in our consolidated statements of income as BIIB093 has not yet reached 
technological feasibility. We also have agreed to pay Remedy certain development and sales based milestone 
payments that are substantially payable upon or after regulatory approval, as well as royalties on future commercial 
sales. 
Convergence Pharmaceuticals
In February 2015, we completed our acquisition of all of the outstanding stock of Convergence Pharmaceuticals 
(Convergence), a clinical-stage biopharmaceutical company with a focus on developing product candidates for 
neuropathic pain. Convergence’s lead candidate was a Phase 2 clinical candidate BIIB074 (formerly known as 
CNV1014802), which had demonstrated clinical activity in proof-of-concept studies for TGN. Additionally, BIIB074 had 
potential applicability in several other neuropathic pain states, including lumbosacral radiculopathy and 
erythromelalgia. 
The purchase price consisted of a $200.1 million cash payment at closing, plus contingent consideration in the 
form of development and approval milestones up to a maximum of $450.0 million, of which $350.0 million is 
associated with the development and approval of BIIB074 for the treatment of TGN. In connection with the closing of 
this transaction, we recorded a liability of $274.5 million representing the fair value of the contingent consideration 
resulting in an adjusted purchase price of $474.6 million. The separately identifiable assets and liabilities acquired 
were primarily comprised of $424.6 million and $128.3 million attributed to in-process research and development 
and goodwill, respectively. These amounts were partially offset by the establishment of a deferred tax liability for the 
acquired IPR&D intangible assets which had no tax basis. 
We attributed the goodwill recognized to the Convergence workforce's expertise in chronic pain research and 
clinical development and to establishing a deferred tax liability for the acquired IPR&D intangible assets. The 
goodwill was not tax deductible.
3. 
Hemophilia Spin-Off
On February 1, 2017, we completed the spin-off of our hemophilia business, Bioverativ, as an independent, 
publicly traded company trading under the symbol "BIVV" on the Nasdaq Global Select Market. The spin-off was 
accomplished through the distribution of all the then outstanding shares of common stock of Bioverativ to Biogen 
shareholders, who received one share of Bioverativ common stock for every two shares of Biogen common stock 
they owned. The separation and distribution was structured to be tax-free for shareholders for federal income tax 
purposes. Bioverativ assumed all of our rights and obligations under our collaboration agreement with Swedish 
Orphan Biovitrum AB (Sobi) and our collaboration and license agreement with Sangamo Biosciences Inc. (Sangamo).
In connection with the distribution, Biogen and Bioverativ entered into a separation agreement and various 
other agreements (including a transition services agreement, a tax matters agreement, a manufacturing and supply 
agreement, an employee matters agreement, an intellectual property matters agreement and certain other 
commercial agreements). These agreements govern the separation and distribution and the relationship between the 
two companies going forward. They also provide for the performance of services by each company for the benefit of 
the other for a period of time. In addition, under the separation agreement, Bioverativ is obligated to indemnify us for 


Yüklə 4,82 Kb.

Dostları ilə paylaş:
1   ...   54   55   56   57   58   59   60   61   ...   83




Verilənlər bazası müəlliflik hüququ ilə müdafiə olunur ©genderi.org 2024
rəhbərliyinə müraciət

    Ana səhifə