ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2021

ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE

Option to Purchase All Ophthalmology Assets of Allegro Ophthalmics, LLC ("Allegro")

On September 21, 2020, the Company announced that it had entered into an agreement to acquire an option to purchase all of the ophthalmology assets of Allegro (the "Option"), a privately held biopharmaceutical company focused on the development of therapies that regulate integrin functions for the treatment of ocular diseases. Among the assets to be acquired if the Option is exercised, is the worldwide rights to risuteganib (Luminate®), Allegro's lead investigational compound in retina, which is believed to simultaneously act on the angiogenic, inflammatory and mitochondrial metabolic pathways implicated in diseases such as intermediate dry Age-related Macular Degeneration ("AMD"). A U.S. Phase 2a study with risuteganib in intermediate dry AMD met its primary endpoint of vision recovery and Phase 3 testing is in the planning stages. The aggregate payments to acquire the Option are $50 million and include an upfront payment of $10 million and a second payment of $40 million should Allegro raise additional funding. During the three months ended September 30, 2020, the Company made and expensed the upfront payment of $10 million as acquired in-process research and development ("IPR&D") in Other (income) expense, net. If the Option is exercised, additional payments to acquire all ophthalmology assets of Allegro will be due.

Licensing Agreements

In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions. Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated.

Assets Held for Sale

On March 31, 2021, the Company announced that it and certain of its affiliates had entered into a definitive agreement to sell all of its equity interests in Amoun Pharmaceutical Company S.A.E ("Amoun") for total gross consideration of approximately $740 million (including the assignment to the purchasing entity of an intercompany loan granted by the Company to Amoun), subject to certain adjustments (the “Amoun Sale”). As part of the Amoun Sale, cash generated by Amoun during the period from the locked-box date of January 1, 2021 through closing will be for the benefit of the purchasing entity, subject to working capital during such period. Amoun manufactures, markets and distributes branded generics of human and animal health products. The transaction, which is expected to close in the first half of 2021, remains subject to certain customary closing conditions, including receipt of applicable regulatory approvals. The Amoun business was part of the International Rx segment (formerly included within the Bausch + Lomb/International segment) and was reclassified as held for sale as of

December 31, 2020. As a result of meeting the criteria for held for sale classification, the carrying value of the Amoun business, was adjusted to its estimated fair value, less costs to sell, and the Company recognized an impairment loss of $96 million during the three months ended December 31, 2020. During the three months ended March 31, 2021, the Company recognized an additional impairment loss of $68 million. The total loss of $164 million was primarily due to the anticipated release of non-cash cumulative foreign currency translation losses of $340 million, which were included as part of the carrying value of the Amoun business when measuring for impairment. These losses will be reclassified from Accumulated other comprehensive loss to Net loss upon completion of the sale.

Included in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 are the following carrying amounts of the Amoun business' assets and liabilities held for sale.


(in millions)	March 31, 2021		December 31, 2020
Prepaid expenses and other current assets:
Cash and cash equivalents	$	54	$	—
Trade receivables, net	90		91
Inventories, net	70		63
Prepaid expenses and other current assets	11		8
	$	225	$	162
Other non-current assets:
Property, plant and equipment, net	$	69	$	68
Goodwill and Intangible assets, net	186		245
Deferred tax assets, net	2		2
	$	257	$	315


Accrued and other current liabilities:
Accounts payable	$	10	$	7
Accrued and other current liabilities	29		28
	$	39	$	35
Other non-current liabilities:
Deferred tax liabilities, net	$	36	$	36
Other non-current liabilities	22		21
	$	58	$	57