ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2012

ACQUISITION [Abstract]

Total purchase price

The following table summarizes the accounting treatment of the purchase price paid (in thousands):

	Before					After
	Adjustment					Adjustment
	of Final		Measurement			of Final
	Determination		Period			Determination
	of Fair Value		Adjustments			of Fair Value
Purchase consideration	$	306,841	$	(215	)	$	306,626
Share-based compensation expense		8,265		-			8,265
Total purchase price	$	315,106	$	(215	)	$	314,891

Provisional fair values of assets acquired, liabilities assumed and goodwill

The following table summarizes the fair values of assets acquired, liabilities assumed and goodwill (in thousands), as well as retrospective measurement period adjustments made during the year ended December 31, 2012:

	Before						After
	Adjustment						Adjustment
	of Final			Measurement			of Final
	Determination			Period			Determination
	of Fair Value(1)			Adjustments(2)			of Fair Value
Cash and cash equivalents	$	7,095		$	-		$	7,095
Accounts receivable, net		9,488			(8	)		9,480
Inventories		52,060			(1,380	)		50,680
Prepaid expenses and other assets		7,844			575			8,419
Property and equipment		5,969			551			6,520
Intangible assets		159,755			(22,155	)		137,600
Other non-current assets		1,769			(328	)		1,441
Identifiable assets acquired		243,980			(22,745	)		221,235
Accounts payable and accrued liabilities		(18,681	)		(2,691	)		(21,372	)
Deferred tax liability		(55,542	)		8,658			(46,884	)
Other non-current liabilities		(3,241	)		(225	)		(3,466	)
Identifiable liabilities acquired		(77,464	)		5,742			(71,722	)
Goodwill		140,325			16,788			157,113
Purchase consideration	$	306,841		$	(215	)	$	306,626

(1) As previously reported in the notes to the Condensed Consolidated Financial Statements included in the Company's Quarterly Report on Form 10-Q as of June 30, 2012 and for the three and six months then ended.

(2) During the second half of 2012, the Company finalized the valuations of the fair value of certain asset and liabilities included in the Acquisition resulting in the measurement period adjustments detailed above, including reducing the fair  value of certain intangible assets by $22.2 million to better reflect market participant assumptions about the facts and circumstances existing as of the Acquisition Date.

Definite-lived intangible assets acquired and their estimated useful lives

The following table summarizes the fair value of definite-lived intangible assets acquired at the Acquisition Date and their estimated useful lives (in thousands, except for estimated useful lives):

				Estimated
	Fair Value			Useful Life
Purchased intangible assets:
Customer base		$	61,100	12 years
Developed technologies			58,000	12 years
Trademarks and tradenames			15,500	5 years
Other contractual agreements			3,000	2 years
Total		$	137,600

Unaudited pro forma financial information

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations for the years ended December 31, 2012 and 2011 as if the Acquisition had been completed on January 1, 2011, with adjustments to give effect to pro forma events that are directly attributable to the Acquisition. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and eBioscience. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands, except per share data):

	Years Ended December 31,
	2012			2011
Revenue	$	331,370		$	338,416
Net loss		(35,500	)		(24,529	)
Basic and diluted net loss per share		(0.50	)		(0.35	)