Dropworks is a development stage company focused on developing a digital PCR product. The strategic rationale for the transaction was to address additional opportunities in the PCR market. We believe this acquisition will complement our Life Science product offerings. The acquisition was included in our Life Science segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material.


	Fair Value
Intangible assets	$	83.6
Deferred tax assets	5.6
Deferred tax liabilities	(19.5)
Other identifiable assets acquired, net	0.4
Net identifiable assets acquired	70.1
Goodwill	55.4
Net assets acquired	$	125.5

Goodwill related to the acquisition is primarily attributable to the opportunities in the digital PCR market from combining the know-how and technologies of Bio-Rad and Dropworks, and is not deductible for tax purposes.

The following table summarizes the final fair values and estimated useful life of the components of identifiable intangible assets acquired as of the Acquisition Date (in millions):


	Fair Value		Estimated Useful Life (years)
Covenants not to compete	$	1.9	4.7
In-process research and development	81.7
Total identifiable intangible assets acquired	$	83.6

The acquired covenants not to compete are being amortized over its estimated useful life using the straight-line method of amortization, which is the term based on the legal rights associated with the covenants not to compete asset. Amortization of the acquired covenants not to compete of $0.1 million, during the year ended December 31, 2021, is included in Selling, general and administrative expense in the consolidated statements of income.

In-process research and development (IPR&D) is accounted for as an indefinite-lived asset. Once the project is completed, the carrying value of the IPR&D will be amortized over the estimated useful life of the asset. IPR&D is assessed for impairment on an annual basis until the project is completed.

We believe the values of acquired intangible assets reported above represent their fair values and approximate the amounts a market participant would pay for these intangible assets as of the Acquisition Date.

We included Dropworks' estimated fair value of assets acquired and liabilities assumed in our consolidated balance sheets beginning on the Acquisition Date. The results of operations for Dropworks subsequent to the Acquisition Date have been included in, but are immaterial to, our consolidated statements of income for the year ended December 31, 2021. Pro forma results of operations for the Dropworks acquisition have not been presented because they are not material to the consolidated statements of income.

On April 1, 2020 (the "Acquisition Date"), we acquired all equity interests of Celsee, Inc. ("Celsee") for total consideration of $99.3 million (as described in the table below), including the estimated fair value of contingent consideration. The contingent consideration of up to $60.0 million is payable in cash, upon the achievement of certain net revenues for the period beginning on January 1, 2021 and ending on December 31, 2022.

Celsee is a manufacturer of instruments and consumables for the isolation, detection, and analysis of single cells. We believe this acquisition will complement our Life Science product offerings. The acquisition was included in our Life Science segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was minimal as Bio-Rad primarily represented itself during the acquisition process.


	Fair Value
Cash and cash equivalents	$	0.6
Intangible assets	79.9
Deferred tax assets	8.4
Deferred tax liabilities	(19.7)
Other identifiable assets acquired, net	0.3
Net identifiable assets acquired	69.5
Goodwill	29.8
Net assets acquired	$	99.3

Goodwill related to the acquisition is primarily attributable to opportunities and economies of scale from combining the operations and technologies of Bio-Rad and Celsee, and is not deductible for tax purposes.

The following table summarizes the final fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Acquisition Date (in millions):


	Fair Value		Estimated Useful Life (years)
Developed product technology	$	70.3	18.9
Customer relationships	3.6		4.0
Covenants not to compete	1.4		3.0
In-process research and development	4.6
Total identifiable intangible assets acquired	$	79.9

Intangible assets acquired as a result of the Celsee acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible assets. Amortization of acquired developed technology of $3.7 million and $2.8 million for the years ended December 31, 2021 and December 31, 2020, respectively, are included in Cost of goods sold in the consolidated statements of income. Amortization of the acquired customer relationships of $0.9 million and $0.7 million and covenants not to compete of $0.5 million and $0.4 million for the years ended December 31, 2021 and December 31, 2020, respectively, are included in Selling, general and administrative expense in the consolidated statements of income.

We included Celsee's fair value of assets acquired and liabilities assumed in our consolidated balance sheets beginning on the Acquisition Date. The results of operations for Celsee subsequent to the Acquisition Date have been included in, but are immaterial to, our consolidated statements of income for the years ended. Pro forma results of operations for the Celsee acquisition have not been presented because they are not material to the consolidated statements of income.

In April 2020, we received $12.2 million for the sale of our Informatics division, which focused on providing and developing comprehensive, high-quality spectral databases and associated software. The division was part of our Other Operations segment. In connection with this sale, we recorded an $11.7 million gain in Other income, net, in the consolidated statements of income for the year ended December 31, 2020.