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Agreements and Transactions with Baxter
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
Agreements and Transactions with Baxter
Agreements and Transactions with Baxter

In connection with Baxalta’s separation from Baxter on July 1, 2015, Baxalta and Baxter entered into several separation-related agreements that provided a framework for Baxalta’s relationship with Baxter after the separation. As a result of the acquisition of Baxalta, the Company became party to the separation-related agreements with Baxter. These agreements, among others, included a manufacturing and supply agreement, a transition services agreement, an international commercial operations agreement and tax matters agreement.

Under the terms of the manufacturing and supply agreement, the Company manufactures certain products and materials and sells them to Baxter at an agreed-upon price reflecting the Company’s cost plus a mark-up for certain products and materials. The Company reported revenues associated with the manufacturing and supply agreement with Baxter of approximately $81 million from the June 3, 2016 acquisition date through December 31, 2016.

Under the terms of the transition services agreement, the Company and Baxter provide various services to each other on an interim, transitional basis. The services provided by Baxter to the Company include certain finance, information technology, human resources, quality, supply chain and other administrative services and functions, and are generally provided on a cost-plus basis. The services generally extend for approximately two years following the July 1, 2015 separation except for certain information technology services that may extend for three years following the July 1, 2015 separation. The Company reported SG&A expenses associated with the transition services agreement with Baxter of approximately $54 million from the June 3, 2016 acquisition date through December 31, 2016.

For a certain portion of Baxalta’s non U.S. operations, the legal transfer of net assets from Baxter had not occurred by the June 3, 2016 acquisition date due to the time required to transfer marketing authorizations and other regulatory requirements in each of these countries. Under the terms of the international commercial operations agreement with Baxter, the Company is responsible for the business activities conducted by Baxter on its behalf, and is subject to the risks and entitled to the benefits generated by these operations and assets. As a result, the related assets and liabilities and results of operations are reported in the Company’s Consolidated Financial Statements following the acquisition of Baxalta. The Company reported net sales related to these operations of $101 million from the June 3, 2016 acquisition date through December 31, 2016. As of December 31, 2016, the assets and liabilities of these operations consisted of inventories of $11 million, which are reported in Inventories on the Consolidated Balance Sheet, other assets of $50 million, which are reported as Prepaid expenses and other current assets, and liabilities of $3 million, which are reported in Other current liabilities. The majority of these operations have been transferred to the Company as of December 31, 2016 and the remaining are expected to transfer in 2017 or 2018. 

The tax matters agreement governs Baxter and Baxalta’s and now the Company’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on or before the distribution date, as well as tax periods beginning before and ending after the distribution date. In addition, the tax matters agreement addresses the allocation of liability for taxes that were incurred as a result of restructuring activities undertaken to effectuate the distribution and provides for Baxalta to indemnify Baxter against any tax liabilities resulting from Baxalta’s action or inaction that causes the merger-related transactions to be taxable. The net tax-related indemnification amount reported by the Company as of December 31, 2016 was $26 million.

As of December 31, 2016, the Company had total amounts due from or to Baxter of $189 million reported in Prepaid expenses and other current assets, $34 million reported in Other non-current assets, $72 million reported in Other current liabilities and $92 million reported in Other non-current liabilities. These balances include the net tax-related indemnification liabilities and assets and liabilities of certain operations that have not transferred to the Company.