DIVESTITURES

Ruconest®

On December 7, 2016, the Company sold all North American commercialization rights to Ruconest® (recombinant human C1 esterase inhibitor) for up to $125 million in consideration, consisting of $60 million paid at closing and future sales-based milestone payments of up to $65 million. These assets were included in the Branded Rx segment and in the second quarter of 2016, were classified as held for sale. At that time, the assets were written down to the fair value of the expected consideration and a loss of $199 million was recorded in Asset impairments in the consolidated statement of loss. Upon consummation of the transaction in the fourth quarter, an additional loss of $22 million was recognized in Other expense (income) in the consolidated statement of loss. The additional loss of $22 million represents the estimated fair value of the contingent consideration recorded as the Company does not recognize contingent payments until such amounts are realizable.

Portfolio of Neurology Medical Device Products

On April 1, 2016, the Company sold a portfolio of neurology medical device products, including product rights and related fixed assets, for an upfront payment and certain future milestone payments. These assets were included in the Bausch + Lomb /International segment and a nominal loss on sale in the second quarter of 2016 was recorded.

Other 2016 Divestitures

On November 9, 2016, the Company completed the divestiture of Paragon Holdings I, Inc. (“Paragon”). In connection with the divestiture, the Company recognized a loss of $19 million in the third quarter of 2016, when the assets of the divested business were classified as held for sale. See Note 20 for additional information on the divestiture of Paragon.

In addition, the Company has classified a number of small businesses as held for sale as of December 31, 2016 as it expects to consummate the divestiture of these businesses within the next twelve months. The assets related to these businesses were included in the Company’s Bausch + Lomb/International segment. As a result, the carrying values of the assets related to these businesses, including the associated goodwill, were written down to fair value less costs to sell and a loss of $76 million, in the aggregate, was recognized in Asset impairments in 2016.

Facial Aesthetic Fillers and Toxins

On July 10, 2014, the Company sold all rights to Restylane®, Perlane®, Emervel®, Sculptra®, and Dysport® owned or held by the Company to Galderma S.A. (“Galderma”) for approximately $1,400 million in cash. These assets were included primarily in the Company’s former Developed Markets segment. As a result of this transaction, the Company recognized a net gain on sale of $324 million in the third quarter of 2014 within Other expense (income) in the consolidated statement of (loss) income. The costs to sell for this divestiture of approximately $43 million were recognized in the third quarter of 2014 and included as part of the net gain on sale (and netted against the proceeds in the consolidated statement of cash flows).

Metronidazole 1.3%

On July 1, 2014, the Company sold the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for upfront and certain milestone payments of $10 million, in the aggregate, and minimum royalties for the first three years of commercialization. This asset was included in the Company’s former Developed Markets segment. In addition, royalties are payable to the Company beyond the initial three-year commercialization period. In the event of generic competition on Metronidazole 1.3%, should Actavis Specialty Brands choose to launch an authorized generic product, Actavis Specialty Brands would share the gross profits of the authorized generic with the Company. The FDA approved the NDA for Metronidazole 1.3% in March 2014. In connection with the sale of the Metronidazole 1.3%, the Company recognized a loss on sale of $59 million in the third quarter of 2014, as the Company’s accounting policy is to not recognize contingent payments until such amounts are realizable. The loss on sale was included within Other expense (income) in the consolidated statement of (loss) income.

Tretin-X® and Generic Tretinoin

In connection with the PreCision Acquisition, the Company was required by the FTC to divest the rights to PreCision’s Tretin-X® (tretinoin) cream product and PreCision’s generic tretinoin gel and cream products. In July 2014, the Tretin-X product rights were sold to Watson Laboratories, Inc. for an up-front purchase price of $70 million, and the generic tretinoin products rights were sold to Matawan Pharmaceuticals, LLC (“Matawan”) for an up-front purchase price of $45 million plus additional contingent payments. In connection with the sale of the generic tretinoin product rights to Matawan, the Company recognized a loss on sale of $9 million in the third quarter of 2014 within Other expense (income) in the consolidated statement of (loss) income, as the Company’s accounting policy is to not recognize contingent payments until such amounts are realizable. There was no gain or loss associated with the sale of the Tretin-X product rights.

ASSETS AND LIABILITIES HELD FOR SALE

The components of assets held for sale, as of December 31, 2016 were as follows:



(in millions)
Current assets held for sale:
Cash	$	1
Trade receivables	86
Inventories	147
Other	27
Current assets held for sale	$	261

Non-current assets held for sale:
Identifiable intangible assets	$	680
Goodwill	1,355
Other	97
Non-current assets held for sale	$	2,132

Current and non-current liabilities held for sale as of December 31, 2016, consists of deferred tax liabilities and other liabilities of $57 million and $57 million, respectively.