Long-Term Contingent Consideration Payable (Tables)

3 Months Ended

Mar. 31, 2016

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

Long-term contingent consideration payable and related activity are reported at fair value and consist of the following at March 31, 2016 and December 31, 2015:

			Activity During Quarter Ended March 31, 2016
							Changes in Fair Value of Contingent Consideration
	Balance,						Operating Expense;		Interest Expense;		Balance,
	December 31, 2015		Additions		Payments to Related Parties		Acquisition- Related		Financing- Related		March 31, 2016

Acquisition-related:
Warrants - Éclat Pharmaceuticals (a)	$	20,617	$	-	$	-	$	(3,535)	$	-	$	17,082
Earn-out payments - Éclat Pharmaceuticals (b)		90,468		-		(8,014)		11,451		-		93,905
Financing-related:
Royalty agreement - Deerfield (c)		7,862		-		(739)		-		1,038		8,161
Royalty agreement - Broadfin (d)		3,746		-		(353)		-		496		3,889
Royalty agreement - FSC (e)		-		7,695		-		-		327		8,022
Total contingent consideration	$	122,693	$	7,695	$	(9,106)	$	7,916	$	1,861	$	131,059
Less: Current portion		(28,614)										(28,403)
Total long-term contingent consideration payable	$	94,079									$	102,656

(a)

As part of the consideration for the Company’s acquisition of Éclat Pharmaceuticals, LLC on March 13, 2012, the Company issued two warrants with a six-year term which allow for the purchase of a combined total of 3,300 ordinary shares of Flamel. One warrant is exercisable for 2,200 shares at an exercise price of $7.44 per share, and the other warrant is exercisable for 1,100 shares at an exercise price of $11.00 per share.

(b)

As part of the consideration for the Company’s acquisition of Éclat Pharmaceuticals, LLC in March 2012, the Company committed to provide quarterly earn-out payments equal to 20% of any gross profit generated by certain Éclat Pharmaceuticals products. These payments will continue in perpetuity, to the extent revenues of the related product also continue in perpetuity.

(c)

As part of a February 2013 debt financing transaction conducted with Deerfield Management, a related party and current shareholder, the Company received cash of $2,600 in exchange for entering into a royalty agreement whereby the Company shall pay quarterly a 1.75% royalty on the net sales of certain Éclat Pharmaceuticals products until December 31, 2024.

(d)

As part of a December 2013 debt financing transaction conducted with Broadfin Healthcare Master Fund, a related party and current shareholder, the Company received cash of $2,200 in exchange for entering into a royalty agreement whereby the Company shall pay quarterly a 0.834% royalty on the net sales of certain Éclat Pharmaceuticals products until December 31, 2024.

(e)

As part of the consideration for the Company’s acquisition of FSC Holdings, LLC in February 2016, the Company entered into a royalty agreement whereby the Company shall pay quarterly a 15% royalty on the net sales of certain FSC products, up to $12,500 for a period not exceeding ten years.

Schedule Of Fair Value Assumptions Of Warrant [Table Text Block]

The fair value of the warrants is estimated on a quarterly basis using a Black-Scholes option pricing model with the following assumptions as of March 31,:

	2016			2015
Weighted average exercise price per share	$	8.63		$	8.63
Expected term (years)		2.00			3.00
Expected volatility		70.50	%		61.80	%
Risk-free interest rate		0.73	%		0.89	%
Expected dividend yield		-			-