LLY » Topics » Allocation of Purchase Price

This excerpt taken from the LLY 10-K filed Feb 22, 2010.
Allocation of Purchase Price
The purchase price was allocated based on the fair value of assets acquired and liabilities assumed as of the date of acquisition.
 
         
    Fair Value
 
    at November 24,
 
    2008  
   
 
Cash and short-term investments
  $ 982.9  
Inventories
    136.2  
Developed product technology (Erbitux)1
    1,057.9  
Goodwill
    425.9  
Property and equipment
    338.9  
Debt assumed
    (600.0 )
Deferred taxes
    (311.5 )
Deferred income
    (127.7 )
Other assets and liabilities—net
    (81.1 )
Acquired in-process research and development
    4,685.4  
         
Total purchase price
  $ 6,506.9  
         
 
1 This intangible asset is being amortized on a straight-line basis through 2023 in the U.S. and 2018 in the rest of the world.
 
All of the estimated fair value of the acquired IPR&D was attributable to oncology-related products in development, including $1.33 billion to line extensions for Erbitux. A significant portion (81 percent) of the remaining value of acquired IPR&D was attributable to ramucirumab, necitumumab, and cixutumumab. At the time of the acquisition, ramucirumab was in Phase III clinical testing, while necitumumab and cixutumumab were in Phase II clinical testing. The discount rate we used in valuing the acquired IPR&D projects was 13.5 percent, and the charge for acquired IPR&D of $4.69 billion recorded in the fourth quarter of 2008 was not deductible for tax purposes.
 
These excerpts taken from the LLY 10-K filed Feb 27, 2009.
Allocation of Purchase Price
 
We are currently determining the fair values of a significant portion of these net assets. The purchase price has been preliminarily allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the date of acquisition. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to our financial results.
 
         
Estimated Fair Value at November 24, 2008      
   
 
Cash and short-term investments
  $ 982.9  
Inventories
    136.2  
Developed product technology (Erbitux)1
    1,057.9  
Goodwill
    419.5  
Property and equipment
    339.8  
Debt assumed
    (600.0 )
Deferred taxes
    (315.0 )
Deferred income
    (127.7 )
Other assets and liabilities — net
    (72.1 )
Acquired in-process research and development
    4,685.4  
         
Total purchase price
  $ 6,506.9  
         
 
 
1 This intangible asset will be amortized on a straight-line basis through 2023 in the U.S. and 2018 in the rest of the world.
 
All of the estimated fair value of the acquired IPR&D is attributable to oncology-related products in development, including $1.33 billion to line extensions for Erbitux. A significant portion (81 percent) of the remaining value of acquired IPR&D is attributable to two compounds in Phase III clinical testing and one compound in Phase II clinical testing, all targeted to treat various forms of cancers. The discount rate we used in valuing the acquired IPR&D projects was 13.5 percent, and the charge for acquired IPR&D of $4.69 billion recorded in the fourth quarter of 2008, was not deductible for tax purposes.


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Allocation
of Purchase Price



 



We are currently determining the fair values of a significant
portion of these net assets. The purchase price has been
preliminarily allocated based on an estimate of the fair value
of assets acquired and liabilities assumed as of the date of
acquisition. The final determination of these fair values will
be completed as soon as possible but no later than one year from
the acquisition date. Although the final determination may
result in asset and liability fair values that are different
than the preliminary estimates of these amounts included herein,
it is not expected that those differences will be material to
our financial results.


 




















































































































         

Estimated Fair Value at November 24, 2008

 

 

 

 

 
 


Cash and short-term investments


 

$

982.9

 


Inventories


 

 

136.2

 


Developed product technology
(Erbitux)1



 

 

1,057.9

 


Goodwill


 

 

419.5

 


Property and equipment


 

 

339.8

 


Debt assumed


 

 

(600.0

)


Deferred taxes


 

 

(315.0

)


Deferred income


 

 

(127.7

)


Other assets and liabilities — net


 

 

(72.1

)


Acquired in-process research and development


 

 

4,685.4

 

 

 

 

 

 


Total purchase price


 

$

6,506.9

 

 

 

 

 

 






 




 



















1

This intangible asset will be
amortized on a straight-line basis through 2023 in the U.S. and
2018 in the rest of the world.


 



All of the estimated fair value of the acquired IPR&D is
attributable to oncology-related products in development,
including $1.33 billion to line extensions for Erbitux. A
significant portion (81 percent) of the remaining value of
acquired IPR&D is attributable to two compounds in
Phase III clinical testing and one compound in
Phase II clinical testing, all targeted to treat various
forms of cancers. The discount rate we used in valuing the
acquired IPR&D projects was 13.5 percent, and the
charge for acquired IPR&D of $4.69 billion recorded in
the fourth quarter of 2008, was not deductible for tax purposes.





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