ACQUISITIONS AND DIVESTITURES

All of the below acquisitions, with the exception of the generic Benzaclin™ product purchase, have been accounted for under the acquisition method of accounting based on our analysis of the acquired inputs and processes, and the related assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.

Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets and liabilities assumed, as well as asset lives, can materially impact our results of operations.

The effects of all of the acquisitions described below were included in the Condensed Consolidated Financial Statements prospectively from the date of each acquisition. Unless otherwise indicated, acquisition costs incurred were immaterial and were recorded in Administration expense.

Prior Year Acquisitions

Generic Benzaclin™ Product

On August 2, 2016, we purchased the remaining 60.9% product rights to a generic Benzaclin™ product ("Generic Benzaclin™"), which we had developed and marketed in collaboration with Barr Laboratories, Inc. ("Barr"), a subsidiary of Teva Pharmaceuticals, for $62.0 million in cash. In September 2007, we entered into an initial development, marketing and commercialization agreement with Barr, in which Barr contributed to the product's development costs and we developed and marketed the product in the U.S. and Israel. Under this agreement, we paid Barr a percentage of net income from the product's sales in these territories, adjusted for Barr's contributions to the product's development costs. By purchasing the remaining product rights from Barr, we are now entitled to 100% of income from sales of the product. Operating results attributable to Generic Benzaclin™ are included within our Prescription Pharmaceuticals ("RX ") segment. The intangible asset acquired is a distribution and license agreement with a nine-year useful life.

Tretinoin Product Portfolio

On January 22, 2016, we acquired a portfolio of generic dosage forms and strengths of Retin-A^®(tretinoin), a topical prescription acne treatment, from Matawan Pharmaceuticals, LLC, for $416.4 million in cash ("Tretinoin Products"), which further expanded our standard topical products such as creams, lotions, and gels, as well as our inhalants and injections ("extended topicals") portfolio. We were the authorized generic distributor of these products from 2005 to 2013. Operating results attributable to the acquisition are included within our RX segment. The intangible assets acquired included generic product rights valued using the multi-period excess earnings method and assigned a 20-year useful life, and non-compete agreements valued using the lost income method and assigned a five-year useful life. The goodwill acquired is deductible for tax purposes.

Development-Stage Rx Products

In May 2015, we entered into an agreement with a clinical stage biotechnology company for two specialty pharmaceutical products in development ("Development-Stage Rx Products"). We paid $18.0 million for an option to acquire the two products, which was recorded in Research and Development expense. On March 1, 2016, to further invest in our specialty "prescription only" ("Rx") portfolio, we exercised the option for both products, which requires us to make contingent payments if we obtain regulatory approval and achieve certain sales milestones. We are also obligated to make certain royalty payments over periods ranging from seven to ten years from the launch of each product.

We accounted for the option exercise as a business acquisition within our RX segment, recording In Process Research and Development ("IPR&D") and contingent consideration on the balance sheet. The IPR&D was valued using the multi-period excess earnings method and has an indefinite useful life until such time as the research is completed (at which time it will become a definite-lived intangible asset), or is determined to have no future use (at which time it would be impaired). The contingent consideration is an estimate of the future milestone payments and royalties based on probability-weighted outcomes, sensitivity analysis, and discount rates reflective of the risk involved. The amount of contingent consideration recognized was $24.9 million and was recorded in Other non-current liabilities.

Purchase Price Allocation of Prior Year Acquisitions

The Tretinoin Products, Development-Stage Rx Products and four small product acquisitions (included in "All Other" in the table below) are final.

The below table indicates the purchase price allocation for acquisitions completed during the year ended December 31, 2016 (in millions):



	Tretinoin Products		Development-Stage Rx Products		All Other⁽¹⁾
Purchase price paid	$	416.4	$	—	$	17.1
Contingent consideration	—		24.9		26.2
Total purchase consideration	$	416.4	$	24.9	$	43.3

Assets acquired:
Cash and cash equivalents	$	—	$	—	$	3.8
Accounts receivable	—		—		4.9
Inventories	1.4		—		7.1
Prepaid expenses and other current assets	—		—		0.1
Property and equipment	—		—		1.2
Goodwill	1.7		—		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		—		1.8
Developed product technology, formulations, and product rights	411.0		—		18.0
Customer relationships and distribution networks	—		—		8.2
Non-compete agreements	2.3		—		—
Indefinite-lived intangibles:
In-process research and development	—		24.9		4.9
Total intangible assets	$	413.3	$	24.9	$	32.9
Total assets	$	416.4	$	24.9	$	50.0
Liabilities assumed:
Accounts payable	$	—	$	—	$	2.8
Accrued liabilities	—		—		0.1
Long-term debt	—		—		3.3
Net deferred income tax liabilities	—		—		0.5
Total liabilities	$	—	$	—	$	6.7
Net assets acquired	$	416.4	$	24.9	$	43.3


(1)	Consists of four product acquisitions in our Consumer Healthcare Americas ("CHCA"), Consumer Healthcare International ("CHCI") and RX segments

Current Year Divestitures

On February 1, 2017, we completed the sale of the Animal Health pet treats plant fixed assets, which were previously classified as held-for sale, and received $7.7 million in proceeds.

On January 3, 2017, we sold certain Abbreviated New Drug Applications ("ANDAs") for $15.0 million to a third party, which was recorded in Other operating income on the Condensed Consolidated Statement of Operations.

Prior Year Divestitures

On August 5, 2016, we completed the sale of our U.S. Vitamins, Minerals, and Supplements ("VMS") business within our CHCA segment to International Vitamins Corporation ("IVC") for $61.8 million inclusive of an estimated working capital adjustment. Prior to closing the sale, we determined that the carrying value of the VMS business exceeded its fair value less the cost to sell, resulting in an impairment charge of $6.2 million, which was recorded in Impairment charges on the Condensed Consolidated Statements of Operations during the year ended December 31, 2016.