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BUSINESS COMBINATIONS (Tables)
9 Months Ended
Sep. 30, 2013
Business Combinations  
Summary of amounts and useful lives assigned to identifiable intangible assets
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 

Amounts
Recognized as of
Acquisition Date

Product brands
 
10
 
$
1,770,164

Product rights
 
8
 
855,402

Corporate brand
 
Indefinite
 
1,690,551

Total identifiable intangible assets acquired
 
9
 
$
4,316,117

The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method.
B&L
 
Business Combinations  
Schedule of acquisitions
 
 
Amounts
Recognized as of
Acquisition Date
Cash and cash equivalents
 
$
209,522

Accounts receivable(a)
 
547,873

Inventories(b)
 
675,818

Other current assets(c)
 
146,574

Property, plant and equipment, net(d)
 
761,410

Identifiable intangible assets, excluding acquired IPR&D(e)
 
4,316,117

Acquired IPR&D(f)
 
398,130

Other non-current assets
 
58,757

Current liabilities(g)
 
(885,578
)
Long-term debt, including current portion(h)
 
(4,209,852
)
Deferred income taxes, net(i)
 
(1,410,931
)
Other non-current liabilities(j)
 
(280,195
)
Total identifiable net assets
 
327,645

Noncontrolling interest(k)
 
(102,300
)
Goodwill(l)
 
4,387,981

Total fair value of consideration transferred
 
$
4,613,326

________________________
(a)
The fair value of trade accounts receivable acquired was $547.9 million, with the gross contractual amount being $556.4 million, of which the Company expects that $8.5 million will be uncollectible.
(b)
Includes an estimated fair value adjustment to inventory of $285.5 million.
(c)
Includes primarily prepaid expenses.
(d)
The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment:
 
 
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date

Land
 
NA
 
$
47,407

Buildings
 
19
 
273,180

Machinery and equipment
 
6
 
273,509

Leasehold improvements
 
6
 
22,455

Equipment on operating lease
 
4
 
13,792

Construction in progress
 
NA
 
131,067

Total property, plant and equipment acquired
 
 
 
$
761,410


(e)
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 

Amounts
Recognized as of
Acquisition Date

Product brands
 
10
 
$
1,770,164

Product rights
 
8
 
855,402

Corporate brand
 
Indefinite
 
1,690,551

Total identifiable intangible assets acquired
 
9
 
$
4,316,117

The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method.
(f)
The significant components of the acquired in-process research and development (“IPR&D”) assets primarily relate to the development of (i) various vision care products ($193.4 million in the aggregate), such as a novel silicone hydrogel planned replacement lens, (ii) various pharmaceutical products ($170.5 million, in the aggregate), such as latanoprostene bunod, a nitric oxide-donating prostaglandin for reduction of elevated intraocular pressure in patients with glaucoma or ocular hypertension, and (iii) various surgical products ($34.2 million, in the aggregate). See note 5 titled “COLLABORATION AGREEMENTS” for further information related to the worldwide licensing agreement with NicOx, S.A. (“NicOx”) for latanoprostene bunod. A multi-period excess earnings methodology (income approach) was used to determine the estimated fair values of the acquired IPR&D assets from market participant perspective. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. A risk-adjusted discount rate of 10% was used to present value the projected cash flows. As of the acquisition date, the Company estimated that it will incur development costs, including certain milestone payments, of approximately $100 million, in the aggregate, to complete the development of the IPR&D assets. In determining fair value for latanoprostene bunod and the novel silicone hydrogel planned replacement lens, the Company assumed that material cash inflows for these products would commence in 2016 and 2014, respectively.
(g)
Includes accrued liabilities, including reserves for sales returns, rebates and managed care, accounts payable and accrued compensation-related liabilities.
(h)
The following table summarizes the fair value of long-term debt assumed as of the acquisition date:
 
 
Amounts
Recognized as of
Acquisition Date
Holdco unsecured term loan(1)
 
$
707,010

U.S. dollar-denominated senior secured term loan(1)
 
1,915,749

Euro-denominated senior secured term loan(1)
 
603,952

U.S. dollar-denominated delayed draw term loan(1)
 
398,003

U.S. dollar-denominated revolver loan(1)
 
170,000

9.875% senior notes(1)
 
350,000

Multi-currency denominated revolver loan(1)
 
15,000

Japanese revolving credit facility
 
33,835

Debentures
 
11,803

Other(1)
 
4,500

Total long-term debt assumed
 
$
4,209,852

____________________________________
(1)
The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013.
(i)
Comprises current deferred tax assets ($49.5 million) and non-current deferred tax liabilities ($1,460.4 million).
(j)
Includes $223.0 million related to the estimated fair value of pension and other benefits liabilities.
(k)
Represents the estimated fair value of B&L’s noncontrolling interest related primarily to Chinese joint ventures. A discounted cash flow methodology was used to determine the estimated fair values as of the acquisition date.
(l)
Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following:
the Company’s expectation to develop and market new product brands, product lines and technology;
cost savings and operating synergies expected to result from combining the operations of B&L with those of the Company;
the value of the continuing operations of B&L’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and
intangible assets that do not qualify for separate recognition (for instance, B&L’s assembled workforce).
The provisional amount of goodwill has been allocated to the Company’s Developed Markets segment ($3,271.6 million) and Emerging Markets segment ($1,116.4 million).
Summary of amounts and useful lives assigned to property, plant and eqipment
The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment:
 
 
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date

Land
 
NA
 
$
47,407

Buildings
 
19
 
273,180

Machinery and equipment
 
6
 
273,509

Leasehold improvements
 
6
 
22,455

Equipment on operating lease
 
4
 
13,792

Construction in progress
 
NA
 
131,067

Total property, plant and equipment acquired
 
 
 
$
761,410

Fair Value of Consideration Transferred
The following table indicates the consideration transferred to effect the B&L Acquisition:
 
 
Fair Value
Enterprise value
 
$
8,700,000

Adjusted for the following:
 
 
B&L’s outstanding debt, including accrued interest
 
(4,248,310
)
B&L’s company expenses
 
(6,377
)
Payment in B&L’s performance-based option(a)
 
(48,478
)
Payment for B&L’s cash balance(b)
 
149,000

Additional cash payment(b)
 
75,000

Other
 
(3,189
)
Equity purchase price
 
4,617,646

Less: Cash consideration paid for B&L’s unvested stock options(c)
 
(4,320
)
Total fair value of consideration transferred
 
$
4,613,326

___________________________________
(a)
The cash consideration paid for previously cancelled B&L’s performance-based options was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013.
(b)
As defined in the Merger Agreement.
(c)
The cash consideration paid for B&L stock options and restricted stock attributable to pre-combination services has been included as a component of purchase price. The remaining $4.3 million balance related to the acceleration of unvested stock options for B&L employees was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013.
Summary of fair value of long-term debt assumed
The following table summarizes the fair value of long-term debt assumed as of the acquisition date:
 
 
Amounts
Recognized as of
Acquisition Date
Holdco unsecured term loan(1)
 
$
707,010

U.S. dollar-denominated senior secured term loan(1)
 
1,915,749

Euro-denominated senior secured term loan(1)
 
603,952

U.S. dollar-denominated delayed draw term loan(1)
 
398,003

U.S. dollar-denominated revolver loan(1)
 
170,000

9.875% senior notes(1)
 
350,000

Multi-currency denominated revolver loan(1)
 
15,000

Japanese revolving credit facility
 
33,835

Debentures
 
11,803

Other(1)
 
4,500

Total long-term debt assumed
 
$
4,209,852

____________________________________
(1)
The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013.
Schedule of pro forma impact of merger and acquisition
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Revenues
$
1,805,197

 
$
1,910,348

 
$
5,602,093

 
$
5,745,192

Net loss attributable to Valeant Pharmaceuticals International, Inc.
(960,328
)
 
(113,069
)
 
(1,045,224
)
 
(543,133
)
 
 
 
 
 
 
 
 
Loss per share attributable to Valeant Pharmaceuticals International, Inc.:
 
 
 
 
 
 
 
Basic and diluted
$
(2.88
)
 
$
(0.34
)
 
$
(3.13
)
 
$
(1.63
)
Obagi, Eisai, Natur Produkt and other smaller acquisitions
 
Business Combinations  
Schedule of acquisitions
 
 
Amounts
Recognized as of
Acquisition Dates
Cash
 
$
43,069

Accounts receivable(a)
 
64,049

Inventories
 
33,108

Other current assets
 
13,965

Property, plant and equipment
 
13,950

Identifiable intangible assets, excluding acquired IPR&D(b)
 
689,302

Acquired IPR&D(c)
 
18,714

Indemnification assets
 
3,201

Other non-current assets
 
185

Current liabilities
 
(36,234
)
Short-term borrowings(d)
 
(33,321
)
Long-term debt(d)
 
(24,018
)
Deferred tax liability, net
 
(147,801
)
Other non-current liabilities
 
(1,453
)
Total identifiable net assets
 
636,716

Noncontrolling interest(e)
 
(11,196
)
Goodwill(f)
 
222,926

Total fair value of consideration transferred
 
$
848,446

________________________
(a)
The fair value of trade accounts receivable acquired was $64.0 million, with the gross contractual amount being $66.2 million, of which the Company expects that $2.2 million will be uncollectible.
(b)
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 


Amounts
Recognized as of
Acquisition Dates

Product brands
 
7
 
$
483,592

Corporate brand
 
13
 
86,129

Patents
 
3
 
71,676

Royalty Agreement
 
5
 
26,466

Partner relationships
 
5
 
16,000

Technology
 
10
 
5,439

Total identifiable intangible assets acquired
 
8
 
$
689,302


(c)
The acquired IPR&D assets relate to the Obagi and Natur Produkt acquisitions. Obagi’s acquired IPR&D assets primarily relate to the development of dermatology products for anti-aging and suncare. Natur Produkt’s acquired IPR&D assets include a product indicated for the prevention of viral diseases, specifically cold and flu, and a product indicated for the treatment of inflammation and muscular disorders.
(d)
Short-term borrowings and long-term debt primarily relate to the Natur Produkt acquisition. In March 2013, the Company settled all of Natur Produkt’s outstanding third party short-term borrowings and long-term debt.
(e)
Represents the estimated fair value of noncontrolling interest related to a smaller acquisition completed in the third quarter of 2013.
(f)
The goodwill relates primarily to the Obagi and Natur Produkt acquisitions. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of Obagi’s and Natur Produkt’s goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Obagi and the Natur Produkt acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company.
The amount of goodwill from the Eisai acquisition has been allocated to the Company’s Developed Markets segment. The provisional amount of goodwill from the Natur Produkt acquisition has been allocated to the Company’s Emerging Markets segment. The amount of goodwill from the Obagi acquisition has been allocated primarily to the Company’s Developed Markets segment.
Summary of amounts and useful lives assigned to identifiable intangible assets
 
 
Weighted-
 Average
Useful Lives
(Years)
 


Amounts
Recognized as of
Acquisition Dates

Product brands
 
7
 
$
483,592

Corporate brand
 
13
 
86,129

Patents
 
3
 
71,676

Royalty Agreement
 
5
 
26,466

Partner relationships
 
5
 
16,000

Technology
 
10
 
5,439

Total identifiable intangible assets acquired
 
8
 
$
689,302

Medicis
 
Business Combinations  
Schedule of acquisitions
 
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)(a)
 
Measurement
Period
Adjustments(b)
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
Cash and cash equivalents
 
$
169,583

 
$

 
$
169,583

Accounts receivable(c)
 
81,092

 
9,116

 
90,208

Inventories(d)
 
145,157

 
(7,635
)
 
137,522

Short-term and long-term investments(e)
 
626,559

 

 
626,559

Income taxes receivable
 
40,416

 

 
40,416

Other current assets(f)
 
74,622

 

 
74,622

Property and equipment, net
 
8,239

 
(5,625
)
 
2,614

Identifiable intangible assets, excluding acquired IPR&D(g)
 
1,390,724

 
(21,843
)
 
1,368,881

Acquired IPR&D(h)
 
153,817

 
5,992

 
159,809

Other non-current assets
 
616

 

 
616

Current liabilities(i)
 
(453,909
)
 
(12,375
)
 
(466,284
)
Long-term debt, including current portion(j)
 
(777,985
)
 

 
(777,985
)
Deferred income taxes, net
 
(205,009
)
 
12,204

 
(192,805
)
Other non-current liabilities
 
(8,841
)
 

 
(8,841
)
Total identifiable net assets
 
1,245,081

 
(20,166
)
 
1,224,915

Goodwill(k)
 
1,333,798

 
20,166

 
1,353,964

Total fair value of consideration transferred
 
$
2,578,879

 
$

 
$
2,578,879

______________________
(a)
As previously reported in the 2012 Form 10-K.
(b)
The measurement period adjustments primarily reflect: (i) reductions in the estimated fair value of a product brand intangible asset and property and equipment; (ii) changes in estimated inventory reserves; (iii) changes in certain assumptions impacting the fair value of acquired IPR&D; (iv) additional information obtained with respect to the valuation of certain pre-acquisition contingent assets, as well as legal and milestone obligations; and (v) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements.
(c)
The fair value of trade accounts receivable acquired was $90.2 million, with the gross contractual amount being $90.3 million, of which the Company expects that $0.1 million will be uncollectible.
(d)
Includes an estimated fair value adjustment to inventory of $104.6 million.
(e)
Short-term and long-term investments consist of corporate and various government agency and municipal debt securities, investments in auction rate floating securities (student loans), and investments in equity securities. Subsequent to the acquisition date, the Company liquidated these investments for proceeds of $615.4 million, $9.0 million and $8.0 million in the fourth quarter of 2012, the first quarter of 2013, and the second quarter of 2013, respectively.
(f)
Includes prepaid expenses and an asset related to a supplemental executive retirement program. The supplemental executive retirement program was settled as of December 31, 2012.
(g)
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
In-licensed products
 
11
 
$
633,429

 
$
2,283

 
$
635,712

Product brands
 
8
 
491,627

 
(24,877
)
 
466,750

Patents
 
5
 
224,985

 
1,148

 
226,133

Corporate brands
 
14
 
40,683

 
(397
)
 
40,286

Total identifiable intangible assets acquired
 
9
 
$
1,390,724

 
$
(21,843
)
 
$
1,368,881


(h)
The significant components of the acquired IPR&D assets primarily relate to the development of dermatology products, such as Luliconazole, a new imidazole, antimycotic cream for the treatment of tinea cruris, pedis and corporis, and Metronidazole 1.3%, a topical antibiotic for the treatment of bacterial vaginosis ($136.9 million, in the aggregate), and the development of aesthetics programs ($22.9 million). A New Drug Application (“NDA”) for Luliconazole was submitted to the U.S. Food and Drug Administration (“FDA”) on December 11, 2012. A multi-period excess earnings methodology (income approach) was primarily used to determine the estimated fair values of the acquired IPR&D assets. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. Risk-adjusted discount rates of 10% - 11% were used to present value the projected cash flows. On April 30, 2013, the Company agreed to sell the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for approximately $55 million, which includes upfront and certain milestone payments, and minimum royalties for the first three years of commercialization. For further details, see note 21 titled “PENDING TRANSACTION”.
(i)
Includes accounts payable, a liability for a supplemental executive retirement program, a liability for stock appreciation rights, deferred revenue, accrued liabilities, and reserves for sales returns, rebates, managed care and Medicaid. The supplemental executive retirement program was settled as of December 31, 2012.
(j)
The following table summarizes the fair value of long-term debt assumed as of the acquisition date:
 
 
Amounts
Recognized as of
Acquisition Date
1.375% Convertible Senior Notes(1)
 
$
546,668

2.50% Contingent Convertible Senior Notes(1)
 
231,111

1.50% Contingent Convertible Senior Notes(1)
 
206

Total long-term debt assumed
 
$
777,985


____________________________________
(1)
During the period from the acquisition date to September 30, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 11 titled “LONG-TERM DEBT”.
(k)
Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following:
cost savings, operating synergies and other benefits expected to result from combining the operations of Medicis with those of the Company;
the value of the continuing operations of Medicis’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and
intangible assets that do not qualify for separate recognition (for instance, Medicis’ assembled workforce).
The goodwill has been allocated to the Company’s Developed Markets segment.
Summary of amounts and useful lives assigned to identifiable intangible assets
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
In-licensed products
 
11
 
$
633,429

 
$
2,283

 
$
635,712

Product brands
 
8
 
491,627

 
(24,877
)
 
466,750

Patents
 
5
 
224,985

 
1,148

 
226,133

Corporate brands
 
14
 
40,683

 
(397
)
 
40,286

Total identifiable intangible assets acquired
 
9
 
$
1,390,724

 
$
(21,843
)
 
$
1,368,881

Fair Value of Consideration Transferred
(Number of shares, stock options and restricted
share units in thousands)
 
Conversion
Calculation
 
Fair
Value
Number of common shares of Medicis outstanding as of acquisition date
 
57,135

 
 

Multiplied by Medicis Per Share Consideration
 
$
44.00

 
$
2,513,946

Number of stock options of Medicis cancelled and exchanged for cash(a)
 
3,152

 
33,052

Number of outstanding restricted shares cancelled and exchanged for cash(a)
 
1,974

 
31,881

Total fair value of consideration transferred
 
 

 
$
2,578,879

____________________________________
(a)
The cash consideration paid for Medicis stock options and restricted shares attributable to pre-combination services has been included as a component of purchase price. The remaining $77.3 million balance related to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control was recognized as a post-combination expense within Restructuring, integration and other costs in the fourth quarter of 2012.
Summary of fair value of long-term debt assumed
 
 
Amounts
Recognized as of
Acquisition Date
1.375% Convertible Senior Notes(1)
 
$
546,668

2.50% Contingent Convertible Senior Notes(1)
 
231,111

1.50% Contingent Convertible Senior Notes(1)
 
206

Total long-term debt assumed
 
$
777,985


____________________________________
(1)
During the period from the acquisition date to September 30, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 11 titled “LONG-TERM DEBT”.
Other Business Combinations
 
Business Combinations  
Schedule of acquisitions
 
 
Amounts
Recognized as of
Acquisition Dates
 
Measurement
Period
Adjustments(a)
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
Cash and cash equivalents
 
$
7,255

 
$
(258
)
 
$
6,997

Accounts receivable(b)
 
29,846

 
(17
)
 
29,829

Assets held for sale(c)
 
15,566

 

 
15,566

Inventories
 
64,819

 
(8,091
)
 
56,728

Other current assets
 
2,524

 

 
2,524

Property, plant and equipment
 
9,027

 

 
9,027

Identifiable intangible assets, excluding acquired IPR&D(d)
 
666,619

 
1,527

 
668,146

Acquired IPR&D
 
1,234

 

 
1,234

Indemnification assets(e)
 
27,901

 

 
27,901

Other non-current assets
 
21

 

 
21

Current liabilities
 
(32,146
)
 
(350
)
 
(32,496
)
Long-term debt
 
(920
)
 

 
(920
)
Liability for uncertain tax position
 
(6,682
)
 
6,682

 

Other non-current liabilities(e)
 
(28,523
)
 

 
(28,523
)
Deferred income taxes, net
 
(10,933
)
 
373

 
(10,560
)
Total identifiable net assets
 
745,608

 
(134
)
 
745,474

Goodwill(f)
 
70,600

 
(8,587
)
 
62,013

Total fair value of consideration transferred
 
$
816,208

 
$
(8,721
)
 
$
807,487

________________________
(a)
The measurement period adjustments primarily relate to the Probiotica acquisition and primarily reflect: (i) the elimination of the liability for uncertain tax positions; (ii) the changes in the estimated fair value of the corporate brand intangible asset; and (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements.
(b)
The fair value of trade accounts receivable acquired was $29.8 million, with the gross contractual amount being $31.1 million, of which the Company expects that $1.3 million will be uncollectible.
(c)
Assets held for sale relate to a product brand acquired in the Atlantis acquisition. Subsequent to that acquisition, the plan of sale changed, and the Company no longer intends to sell the asset. Consequently, the product brand is not classified as an asset held for sale as of September 30, 2013.
(d)
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
Product brands
 
10
 
$
456,720

 
$
(1,325
)
 
$
455,395

Corporate brands
 
12
 
31,934

 
3,725

 
35,659

Product rights
 
10
 
109,274

 
(873
)
 
108,401

Royalty agreement
 
9
 
36,277

 

 
36,277

Partner relationships
 
5
 
32,414

 

 
32,414

Total identifiable intangible assets acquired
 
10
 
$
666,619

 
$
1,527

 
$
668,146


(e)
Other non-current liabilities, and the corresponding indemnification assets, primarily relate to certain asserted and unasserted claims against Probiotica, which include potential tax-related obligations that existed at the acquisition date. The Company is indemnified by the sellers in accordance with indemnification provisions under its contractual arrangements. Indemnification assets and contingent liabilities were recorded at the same amount and classified in the same manner, as components of the purchase price, representing our best estimates of these amounts at the acquisition date, in accordance with guidance for loss contingencies and uncertain tax positions. Under the Company’s contractual arrangement with Probiotica, there is no limitation on the amount or value of indemnity claims that can be made by the Company; however there is a time restriction of either two or five years, depending on the nature of the claim. Approximately $12.9 million (R$22.5 million) of the purchase price for the Probiotica transaction from the date of acquisition had been placed in escrow in accordance with the indemnification provisions. The escrow account will be maintained for two years, of which 50% was released to the sellers in February 2013 and the remaining balance will be released after the second year. The Company expects the total amount of such indemnification assets to be collectible from the sellers.
(f)
The goodwill relates primarily to the Probiotica acquisition. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that the Probiotica’s goodwill will be deductible for tax purposes. The goodwill recorded from the J&J ROW, J&J North America, QLT, University Medical, Atlantis and Gerot Lannach acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. Probiotica’s goodwill recorded represents the following:
the Company’s expectation to develop and market new product brands and product lines in the future;
the value associated with the Company’s ability to develop relationships with new customers;
the value of the continuing operations of Probiotica’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and
intangible assets that do not qualify for separate recognition (for instance, Probiotica’s assembled workforce).
The amount of the goodwill from the J&J North America, QLT and University Medical acquisitions has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the J&J ROW, Probiotica, Atlantis and Gerot Lannach acquisitions has been allocated to the Company’s Emerging Markets segment.
Summary of amounts and useful lives assigned to identifiable intangible assets
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
September 30, 2013
(as adjusted)
Product brands
 
10
 
$
456,720

 
$
(1,325
)
 
$
455,395

Corporate brands
 
12
 
31,934

 
3,725

 
35,659

Product rights
 
10
 
109,274

 
(873
)
 
108,401

Royalty agreement
 
9
 
36,277

 

 
36,277

Partner relationships
 
5
 
32,414

 

 
32,414

Total identifiable intangible assets acquired
 
10
 
$
666,619

 
$
1,527

 
$
668,146