ABII » Topics » Investments in Expression Pathology

This excerpt taken from the ABII 10-K filed Mar 12, 2010.

Investments in Expression Pathology

In April 2009, we acquired preferred stock in Expression Pathology, Inc. (EPI), providing us with a 61% ownership interest, for an aggregate purchase price of $6.7 million. EPI is a developer of technology for tissue protein analysis and is developing proprietary, personalized medicine clinical assays that relate measurement of protein biomarkers to specific patient treatment decisions. EPI’s proprietary technologies include the Liquid Tissue® technology for the extraction of proteins from formalin-fixed tissue and the Director™ technology for the laser microdissection of tissue. We accounted for EPI as a business combination and the assets, liabilities and results of operation of EPI are consolidated in our financial statements from the date of acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities recorded after our investment at the acquisition date on April 1, 2009 (in thousands):

 

Current assets (including cash of $6.6 million)

   $ 6,675

Property, plant and equipment

     72

Intangible and other long-term assets

     8,861
      

Total assets

   $ 15,608
      

Current liabilities

   $ 621

Deferred tax liability

     2,899

Other long-term liabilities

     88
      

Total liabilities

     3,608

Non-controlling interest

     5,275

Abraxis’ investment in Expression Pathology

     6,725
      

Total liabilities and equity

   $ 15,608
      

Acquired intangible assets of $8.9 million represent technologies used by EPI to develop new assays for use in testing drug efficacy of certain drugs with certain cancer types. The intangible assets are all definite-lived intangibles and have weighted average lives of approximately 16 years.

The fair value of the 48% noncontrolling interest in EPI was estimated to be $5.3 million at the time of the acquisition and was determined using a cash flow model. As EPI is a private company, the fair value is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in FASB ASC 820, Fair Value Measurements and Disclosures.

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