Annual report pursuant to Section 13 and 15(d)

Acquisitions, Investments, and Licenses

v2.4.0.6
Acquisitions, Investments, and Licenses
12 Months Ended
Dec. 31, 2012
Acquisitions, Investments, and Licenses [Abstract]  
Acquisitions, Investments, and Licenses

Note 3 Acquisitions, Investments, and Licenses

OURLab acquisition

In October 2012, we entered into a definitive merger agreement to acquire OURLab, a Nashville-based CLIA laboratory with 18 phlebotomy sites throughout the U.S. In December 2012, we paid $9.4 million in cash and delivered 7,072,748 shares of our Common Stock at closing valued at $32.9 million based on the closing sales price per share of our Common Stock as reported by the NYSE on the actual closing date of the acquisition, or $4.65 per share. The number of shares issued was based on the average closing sales price per share of our Common Stock as reported on the NYSE for the 15 trading days immediately preceding the execution of the purchase agreement, or $4.33 per share. Pursuant to the merger agreement, 1,732,102 shares of the stock consideration issued in the transaction are being held in a separate escrow account to secure the indemnification obligations of OURLab.

Farmadiet acquisition

In August 2012, we entered into a stock purchase agreement pursuant to which we acquired all of the outstanding stock of Farmadiet, a Spanish company engaged in the development, manufacture, marketing, and sale of pharmaceutical, nutraceutical, and veterinary products in Europe (the “Farmadiet Transaction”).

In connection with the Farmadiet Transaction, we agreed to pay an aggregate purchase price of €13.5 million (approximately $16.0 million), of which (i) 50% ($8.4 million) was paid in cash at closing, and (ii) 50% (the “Deferred Payments”) will be paid, at our option, in cash or shares of our Common Stock as follows: (x) 25% to be paid on the first anniversary of the closing date; and (y) 25% to be paid 18 months after the closing date. On the date of acquisition, we recorded the €6.8 million Deferred Payments at $7.8 million, net of a discount of $0.6 million. The discount will be amortized as interest expense through the respective payment dates. The Deferred Payments are required to be paid in Euro and as such, the final U.S. dollar amount to be paid will be based on the exchange rate at the time the Deferred Payments are made. In the event we elect to pay the Deferred Payments in shares of our Common Stock, the number of shares issuable shall be calculated using the average closing sales price per share of our Common Stock as reported on the NYSE for the ten trading days immediately preceding the applicable payment date. We have the right to hold back up to $3.4 million from the Deferred Payment to satisfy indemnity claims.

In connection with the Farmadiet Transaction, we also entered into two ancillary transactions (the “Ancillary Transactions”). In exchange for a 40% interest held by one of the sellers in one of Farmadiet’s subsidiaries, we agreed to issue up to an aggregate of 250,000 shares of our Common Stock, of which (a) 125,000 shares were issued on the closing date, and (b) 125,000 will be issued upon achieving certain milestones. In addition, we acquired an interest held by an affiliate of Farmadiet in a product in development in exchange for which we agreed to pay up to an aggregate of €1.0 million ($1.3 million) payable at our option in cash or shares of our Common Stock, of which (a) 25% ($0.3 million) was paid at closing through delivery of 70,421 shares of our Common Stock, and 75% ($1.0 million) will be paid in cash or shares of our Common Stock upon achieving certain milestones. As a result, we recorded $1.2 million, as contingent consideration for future consideration. We evaluate the contingent consideration on an ongoing basis and the changes in fair value are recognized in earnings until the milestones are achieved. Refer to Note 18. The final U.S. dollar amount to be paid will be based on the exchange rate at the time the milestones are achieved. The number of shares of our Common Stock issued is determined based on the average closing sales price for our Common Stock on the NYSE for the ten trading days preceding the required payment date.

ALS acquisition

In April 2012, we completed the acquisition of ALS, a privately-held Chilean pharmaceutical company, pursuant to a stock purchase agreement entered into in January 2012. In connection with the transaction, we agreed to pay up to a total of $4.0 million in cash to the sellers. Pursuant to the purchase agreement, we paid (i) $2.4 million in cash at the closing, less certain liabilities, and (ii) $0.8 million in cash at the closing into a separate escrow account to satisfy possible indemnity claims. We agreed to pay the remaining $0.8 million upon the legal registration in the name of ALS of certain trademarks and product registrations previously held by Arama Laboratorios y Compañía Limitada.

The following table summarizes the preliminary fair value of the net assets acquired and liabilities assumed in the acquisitions of OURLab, Farmadiet and ALS at the dates of acquisition, which are subject to change while contingencies that existed on the acquisition date are resolved:

 

                         

(in thousands)

  OURLab     Farmadiet     ALS  

Current assets (1) (2)

  $ 6,020     $ 8,367     $ 767  

Intangible assets:

                       

Customer relationships

    3,860       436       —    

Technology

    1,370       3,017       —    

In-process research and development

    —         1,459       —    

Product registrations

    —         2,930       2,300  

Licenses

    70       —         —    

Covenants not to compete

    6,900       187       —    

Tradename

    1,830       349       680  
   

 

 

   

 

 

   

 

 

 

Total intangible assets

    14,030       8,378       2,980  

Goodwill

    29,629       8,062       458  

Property, plant and equipment

    2,117       7,205       24  

Other assets

    37       611       —    

Accounts payable and accrued expenses (2)

    (3,214     (3,438     (229

Deferred tax liability

    (6,356     (3,169     —    

Debt assumed

    —         (7,829     —    
   

 

 

   

 

 

   

 

 

 

Total purchase price

  $ 42,263     $ 18,187     $ 4,000  
   

 

 

   

 

 

   

 

 

 

 

(1) 

Current assets include cash of $1.1 million, $0.2 million and $33 thousand related to the OURLab, Farmadiet and ALS acquisitions, respectively.

(2) 

Current assets, accounts payable and accrued expenses include $1.9 million, respectively for a contingency loss and offsetting indemnification asset. Refer to Note 14.

 

FineTech acquisition

In December 2011, we purchased all of the issued and outstanding shares of FineTech, a privately-held Israeli company focused on the development and production of APIs. At closing, we delivered to the seller $27.7 million, of which $10.0 million was paid in cash and $17.7 million was paid in shares of our Common Stock. The shares delivered at closing were valued at $17.7 million based on the closing sales price per share of our Common Stock as reported by the NYSE on the actual closing date of the acquisition, or $4.90 per share. The number of shares issued was based on the average closing sales price per share of our Common Stock as reported on the NYSE for the ten trading days immediately preceding the execution of the purchase agreement, or $4.84 per share. Upon finalization of the closing financial statements of FineTech, we accrued an additional $0.5 million purchase price adjustment related to a working capital surplus, as defined in the purchase agreement, which was paid to the seller in February 2012. In addition, the purchase agreement provides for the payment of additional cash consideration subject to the achievement of certain sales milestones. We evaluate the contingent consideration on an ongoing basis and the changes in fair value are recognized in earnings until the contingencies are resolved. Refer to Note 18.

The following table summarizes the estimated fair value allocation of the net assets acquired and liabilities assumed in the acquisition of FineTech at the date of acquisition, which are subject to change while contingencies that existed on the acquisition date are resolved:

 

         

(In thousands)

     

Current assets (including cash of $2,000)

  $ 3,358  

Intangible assets:

       

Customer relationships

    14,200  

Technology

    2,700  

Non-compete

    1,500  

Tradename

    400  
   

 

 

 

Total intangible assets

    18,800  

Goodwill

    11,623  

Plant and equipment

    1,358  

Other assets

    1,154  

Accounts payable and accrued expenses

    (910

Deferred tax liability

    (2,457

Contingent consideration

    (4,747
   

 

 

 

Total purchase price

  $ 28,179  
   

 

 

 

OPKO Diagnostics acquisition

In October 2011, we acquired OPKO Diagnostics pursuant to an agreement and plan of merger. We paid $10.0 million in cash, subject to certain set-offs and deductions, and $22.5 million in shares of our Common Stock, based on the closing sales price per share of our Common Stock as reported by the NYSE on the closing date of the merger, or $5.04 per share. The number of shares issued was based on the average closing sales price per share of our Common Stock as reported by the NYSE for the ten trading days immediately preceding the date of the merger, or $4.45 per share. Pursuant to the merger agreement, $5.0 million of the stock consideration was held in a separate escrow account until October 2012 to secure the indemnification obligations of OPKO Diagnostics under the OPKO Diagnostics merger agreement. In December 2011, we made a $0.2 million claim against the escrow for certain undisclosed liabilities. In addition, the merger agreement provides for the payment of up to an additional $19.1 million in shares of our Common Stock upon and subject to the achievement of certain milestones. We evaluate the contingent consideration on an ongoing basis and the changes in fair value are recognized in earnings until the milestones are achieved. Refer to Note 18.

 

The following table summarizes the estimated fair value allocation of the net assets acquired and liabilities assumed in the acquisition of OPKO Diagnostics at the date of acquisition, which are subject to change while contingencies that existed on the acquisition date are resolved:

 

         

(In thousands)

     

Current assets (including cash of $351)

  $ 378  

Technology

    44,400  

Goodwill

    17,977  

Equipment

    333  

Other assets

    18  

Accounts payable and accrued expenses

    (655

Deferred tax liability

    (17,254

Contingent consideration

    (12,745
   

 

 

 

Total purchase price

  $ 32,452  
   

 

 

 

CURNA acquisition

In January 2011, we acquired all of the outstanding stock of CURNA in exchange for $10.0 million in cash, plus $0.6 million in liabilities, of which, $0.5 million was paid at closing. In addition to the cash consideration, we have agreed to pay to the CURNA sellers a portion of any consideration we receive in connection with certain license, partnership or collaboration agreements we may enter into with third parties in the future relating to the CURNA technology, including, license fees, upfront payments, royalties and milestone payments. As a result, we recorded $0.6 million, as contingent consideration for the future consideration. We evaluate the contingent consideration on an ongoing basis and the changes in fair value are recognized in earnings until the milestones are achieved. Refer to Note 18. CURNA was a privately-held company based in Jupiter, Florida, engaged in the discovery of new drugs for the treatment of a wide variety of illnesses, including cancer, heart disease, metabolic disorders and a range of genetic anomalies.

The following table reflects the estimated fair value allocation of the net assets acquired at the date of acquisition, which are subject to change while contingencies that existed on the acquisition date are resolved:

 

         

(In thousands)

     

Current assets (including cash of $5)

  $ 38  

Fixed assets

    21  

Intangible assets

       

In-process research and development

    10,000  

Patents

    290  
   

 

 

 

Total intangible assets

    10,290  

Goodwill

    4,827  

Accounts payable and accrued expenses

    (54

Deferred tax liability

    (3,999

Contingent consideration

    (580
   

 

 

 

Total purchase price

  $ 10,543  
   

 

 

 

Pro forma disclosures for acquisitions

The following table includes the pro forma results for the years ended December 31, 2011 and 2010 of the combined companies as though the acquisitions of FineTech and OPKO Diagnostics had been completed as of the beginning of each period, respectively.

 

                 
    For the years Ended December 31,  

(In thousands, except per share amounts)

  2011     2010  

Revenue

  $ 36,238     $ 34,102  

Loss from continuing operations

  $ (20,879   $ (12,606

Net loss attributable to common shareholders

  $ (1,368   $ (23,295

Basic and diluted loss from continuing operations per share

  $ (0.00   $ (0.08

Basic and diluted loss from discontinued operations per share

  $ (0.00   $ (0.04

Basic and diluted loss per share

  $ (0.00   $ (0.12

 

This unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated each company as of the beginning of the periods presented.

Equity method investments and available for sale investments

In February 2012, we made a $1.0 million investment in ChromaDex Corporation (“ChromaDex”), a publicly-traded company and leading provider of proprietary ingredients and products for the dietary supplement, nutraceutical, food and beverage, functional food, pharmaceutical and cosmetic markets, in exchange for 1,333,333 shares of ChromaDex common stock, at $0.75 per share. In connection with our investment, we also entered into a license, supply and distribution agreement with ChromaDex pursuant to which we obtained exclusive distribution rights to certain of its products in Latin America. Our investment was part of a $3.7 million private placement by ChromaDex. Other investors participating in the private financing included certain related parties. Refer to Note 12. In connection with a consulting agreement with ChromaDex, we received 500,000 shares of ChromaDex to provide certain consulting services.

We have determined that our ownership, along with that of our related parties, does not provide us with significant influence over the operations of ChromaDex and as a result, we account for ChromaDex as an investment, available for sale, and we record changes in the fair value of ChromaDex as an unrealized gain or loss in Other comprehensive loss each reporting period. Refer to Note 18. The closing price of ChromaDex was $0.53 per share on December 31, 2012.

In August 2011, we made an investment in Neovasc, a medical technology company based in Vancouver, Canada, a Canadian publicly-traded company. Neovasc is developing devices to treat cardiovascular diseases and is also a leading supplier of tissue components for the manufacturers of replacement heart valves. We invested $2.0 million and received two-million Neovasc common shares, and two-year warrants to purchase an additional one-million shares for $1.25 a share. We recorded the warrants on the date of the grant at their estimated fair value of $0.7 million using the Black-Scholes-Merton Model. Prior to the warrants being readily convertible into cash, we recorded an unrealized gain of $0.2 million in Other comprehensive loss. We record changes in fair value for the Neovasc warrants in Other income (expense), net in our Consolidated Statement of Operations. We also entered into an agreement with Neovasc to provide strategic advisory services to Neovasc as it continues to develop and commercialize its novel cardiac devices. In connection with the consulting agreement, Neovasc granted us 913,750 common stock options. The options were granted at (Canadian) $1.00 per share and vest annually over three years. We valued the options using the Black-Scholes-Merton Model at $0.8 million on the date of grant and will recognize the revenue over four years as Other revenue. In August 2012, Neovasc granted us an additional 86,250 common stock options. The options were granted at (Canadian) $1.30 per share and vested immediately. We valued the options using the Black-Scholes-Merton Model at $0.1 million on the date of grant and will recognize the revenue over three years as Other revenue. We record changes in the fair value of Neovasc options as an unrealized gain or loss in Other comprehensive loss each reporting period. Refer to Note 18. The closing price of Neovasc was (Canadian) $1.60 per share on December 31, 2012.

In December 2010, we entered into a license agreement (the “TESARO License”) with TESARO, Inc. (“TESARO”) granting TESARO exclusive rights to the development, manufacture, commercialization and distribution of rolapitant and a related compound. Under the terms of the TESARO License, we are eligible for payments of up to $121.0 million, including an up-front payment of $6.0 million, which has been received, and additional payments based upon achievement of specified regulatory and commercialization milestones. In addition, TESARO will pay us double digit tiered royalties on sales of licensed products. We will share future profits from the commercialization of licensed products in Japan with TESARO and we will have an option to market the products in Latin America. In connection with the TESARO License, we also acquired an equity position in TESARO. We recorded the equity position at $0.7 million, the estimated fair value based on a discounted cash flow model.

Neither we nor our related parties have the ability to significantly influence TESARO and as such, we accounted for our investment in TESARO under the cost method until June 2012 on which date, TESARO had an initial public offering. As a result of the initial public offering, we determined TESARO had a readily determinable fair value and we changed the accounting for our investment in TESARO from a cost method investment to an investment, available for sale, and we recorded an unrealized gain in Other comprehensive loss of $5.3 million. We record changes in the fair value as an unrealized gain or loss in Other comprehensive loss. Refer to Note 18. The closing price of TESARO was $16.95 per share in December 31, 2012.

In accounting for the license of rolapitant to TESARO, we determined that we did not have any continuing involvement in the development of rolapitant or any other future performance obligations and, as a result, during the year ended December 31, 2010 recognized the $6.0 million up-front payment and the $0.7 million equity position as license revenue.

In September 2009, we entered into an agreement pursuant to which we invested $2.5 million in cash in Cocrystal Discovery, Inc. (“Cocrystal”), a privately-held biopharmaceutical company in exchange for 1,701,723 shares of Cocrystal’s Convertible Series A Preferred Stock. Cocrystal is focused on the discovery and development of novel antiviral drugs using a combination of protein structure-based approaches. Refer to Note 12. In October 2011, Cocrystal received an investment of $7.5 million from Teva Pharmaceutical Industries Ltd. (“Teva”). Dr. Phillip Frost, our Chief Executive Officer and Chairman of our Board of Directors, is Chairman of the Board of Directors of Teva. In connection with that investment, we determined Cocrystal no longer meets the definition of a variable interest entity as it had sufficient capital to carry out its principal activities without additional financial support. As a result of our and our related parties’ ownership interest, we and our related parties have the ability to significantly influence Cocrystal, and we account for our investment under the equity method.

In June 2009, we entered into a stock purchase agreement with Sorrento Therapeutics, Inc. (“Sorrento”), a publicly-held company with a technology for generating fully human monoclonal antibodies, pursuant to which we invested $2.3 million in Sorrento. The closing stock price for Sorrento’s common stock, a thinly traded stock, as quoted on the over-the-counter markets was $0.15 per share on December 31, 2012. Refer to Note 12.

Investments in variable interest entities

We have determined that we hold variable interests in Fabrus, BZNE and SciGen. We made this determination as a result of our assessment that they do not have sufficient resources to carry out their principal activities without additional financial support.

In February 2012, we purchased from Biozone Pharmaceuticals, Inc., a publicly-traded company that specializes in drug development, manufacturing, and marketing (“BZNE”), $1.7 million of 10% secured convertible promissory notes (the “BZNE Notes”), convertible into BZNE common stock at a price equal to $0.20 per common share, which BZNE Notes are due and payable on February 24, 2014 and ten year warrants (the “BZNE Warrants”) to purchase 8.5 million shares of BZNE common stock at an exercise price of $0.40 per share. In July 2012, we exercised the BZNE Warrants utilizing the net exercise feature and received 7,650,000 shares of BZNE common stock. The BZNE Notes are secured pursuant to a security agreement by a first priority lien in the assets of BZNE, including the stock of its subsidiaries. We also entered into a license agreement pursuant to which we acquired a world-wide license for the development and commercialization of products utilizing BZNE’s proprietary drug delivery technology, including a technology called QuSomes, exclusively for OPKO in the field of ophthalmology and non-exclusive for all other therapeutic fields, subject in each case to certain excluded products. Refer to Note 12.

We have accounted for the BZNE Notes as an investment, available for sale. We recorded the BZNE Notes and BZNE Warrants at fair value on the date of acquisition. We record changes in fair value for the BZNE Notes as an unrealized gain or loss in Other comprehensive loss for each reporting period and we record changes in fair value for the beneficial conversion feature of the BZNE Notes in Other income (expense), net in our Consolidated Statements of Operations. Refer to Note 18. The stock market trading activity in BZNE does not represent an active market and as such, we determined the fair market value utilizing a business enterprise valuation approach in order to determine the fair value of our investment. Upon the conversion of the BZNE Warrants to BZNE common stock, we account for the common stock as an equity method investment.

In order to determine the primary beneficiary of BZNE, we evaluated our investment and our related parties’ investments, as well as our investment combined with the related party group’s investments to identify if we had the power to direct the activities that most significantly impact the economic performance of BZNE. We determined that power to direct the activities that most significantly impact BZNE’s economic performance is conveyed through the board of directors of BZNE and no entity is able to appoint the BZNE governing body that oversees its executive management team. Based on the capital structure, governing documents and overall business operations of BZNE, we determined that, while a VIE, no single entity has the power to direct the activities that most significantly impact BZNE’s economic performance. However, we determined that we and our related parties can significantly influence

the success of BZNE through our voting power. As such, we account for investment in BZNE under the equity method.

In November 2010, we made a $0.7 million investment in Fabrus, Inc. (“Fabrus”), a privately-held early stage biotechnology company with next generation therapeutic antibody drug discovery and development capabilities. Fabrus is using its proprietary antibody screening and engineering approach to discover promising lead compounds against several important oncology targets. Our investment was part of a $2.1 million financing for Fabrus and included other related parties. Refer to Note 12.

In order to determine the primary beneficiary of Fabrus, we evaluated our investment and our related parties’ investment, as well as our investment combined with the related party group’s investment to identify if we had the power to direct the activities that most significantly impact the economic performance of Fabrus. The related party group when considering our investment in Fabrus includes the Company, Frost Gamma Investments Trust, of which Dr. Frost is the sole trustee (the “Gamma Trust”), Hsu Gamma Investment, L.P., of which Dr. Jane Hsiao is the general partner (“Hsu Gamma”), and the Richard Lerner Family Trust, of which Dr. Richard Lerner is the general partner. Drs. Frost, Hsiao and Lerner are all members of our Board of Directors. As of December 31, 2012, we own approximately 13% of Fabrus and Drs. Frost, Hsiao and Lerner own a total of 24% of Fabrus’ voting stock on an “as converted” basis, including 16% held by the Gamma Trust. Drs. Frost and Hsiao currently serve on the board of directors of Fabrus and represent 40% of its board. Based on this analysis, we determined that neither we nor our related parties have the power to direct the activities of Fabrus. However, we did determine that our related parties can significantly influence the success of Fabrus through our board representation and voting power. Accordingly, as we and our related parties have the ability to exercise significant influence over Fabrus’ operations, we account for our investment in Fabrus under the equity method.

Consolidated variable interest entities

In June 2012, we entered into a share and debt purchase agreement whereby in exchange for $0.7 million we acquired shares representing a 45% stock ownership in SciGen (I.L.) Ltd (“SciGen”) from FDS Pharma LLP (“FDS”). SciGen is a privately-held Israeli company that produces a third-generation hepatitis B-vaccine. In November 2012 and March 2013, we loaned to SciGen a combined of $0.8 million for working capital purposes. We have determined that we hold variable interests in SciGen based on our assessment that SciGen does not have sufficient resources to carry out their principal activities without financial support. In order to determine the fair market value of our investment in SciGen, we have utilized a business enterprise valuation approach.

In order to determine the primary beneficiary of SciGen, we evaluated our investment to identify if we had the power to direct the activities that most significantly impact the economic performance of SciGen. We have determined that the power to direct the activities that most significantly impact the economic performance of SciGen is conveyed through SciGen’s board of directors. SciGen’s board of directors appoint and oversee SciGen’s management team who carryout the activities that most significantly impact the economic performance of SciGen. As part of the share and debt purchase agreement, SciGen’s board of directors will be constituted by 5 members, of which 3 members will be appointed by us, representing 60% of SciGen’s board. Based on this analysis, we determined that we have the power to direct the activities of SciGen and as such we are the primary beneficiary. As a result of this conclusion, we have consolidated the results of SciGen and record a reduction of equity for the portion of SciGen we do not own.

 

The following table represents the consolidated assets and non-recourse liabilities related to SciGen as of December 31, 2012. Those assets are owned by, and those liabilities are obligations of, SciGen, not us.

 

         

(In thousands)

  December 31,
2012
 

Assets

       

Current assets:

       

Cash and cash equivalents

  $ 174  

Accounts receivable, net

    387  

Inventories, net

    1,092  

Prepaid expenses and other current assets

    199  
   

 

 

 

Total current assets

    1,852  

Property, plant and equipment, net

    1,539  

Intangible assets, net

    1,154  

Goodwill

    796  

Other assets

    231  
   

 

 

 

Total assets

  $ 5,572  
   

 

 

 

Liabilities

       

Current liabilities:

       

Accounts payable

  $ 1,108  

Accrued expenses

    2,859  
   

 

 

 

Total current liabilities

    3,967  

Other long-term liabilities

    1,529  
   

 

 

 

Total liabilities

  $ 5,496  
   

 

 

 

The following table summarizes the estimated fair value allocation of the net assets acquired and liabilities assumed in the consolidation of SciGen at the investment date:

 

         

(In thousands)

     

Current assets (including cash of $54)

  $ 1,493  

Intangible assets:

       

Customer relationships

    40  

Technology

    1,090  
   

 

 

 

Total intangible assets

    1,130  

Goodwill

    760  

Plant and equipment

    1,520  

Accounts payable and accrued expenses

    (1,970

Deferred tax liability

    (283
   

 

 

 

Total

  $ 2,650  
   

 

 

 

The total assets and liabilities of our equity method investees as of December 31, 2012 were $26.3 million and $12.8 million, respectively. The total assets and liabilities of our equity method investees as of December 31, 2011 were $22.9 million and $1.9 million, respectively. The net losses of our equity method investees for the years ended December 31, 2012 and 2011 were $13.4 million and $9.1 million, respectively. The following tables reflect our maximum exposure, accounting method, ownership interest and underlying equity in net assets of each of our unconsolidated investments as of December 31, 2012:

 

                                     

(Dollars in thousands)

Investee name

  Year
invested
   

Accounting method

  Ownership at
December 31,
2012
    Investment     Underlying
equity in
net assets
 

Sorrento

    2009     Equity method     20   $ 2,300     $ 1,219  

Cocrystal

    2009     Equity method     16     2,500       1,012  

Neovasc

    2011     Equity method     4     2,013       144  

Fabrus

    2010     VIE, equity method     13     650       11  

BZNE common stock

    2012     VIE, equity method     12     1,276     $ (301

Less accumulated losses in investees

  

    (4,718        
                       

 

 

         

Total carrying value of equity method investees

  

  $ 4,021          
                       

 

 

         

TESARO

    2010     Investment available for sale     2   $ 731          

Neovasc options

    2011     Investment available for sale     N/A       925          

BZNE Note and conversion feature

    2012     VIE, investment available for sale     N/A       1,700          

ChromaDex

    2012     Investment available for sale     1     1,320          

Plus unrealized gains on investments, options and warrants, net

  

    6,939          
                       

 

 

         

Total carrying value of investments, available-for-sale

  

  $ 11,615          
                       

 

 

         

Total

                      $ 15,636