SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 14. SUBSEQUENT EVENTS On April 2, 2015, the Company consummated the transactions contemplated by the previously announced Asset Purchase Agreement dated January 15, 2015 with Janssen Pharma pursuant to which the Company acquired from Janssen Pharma and its affiliates the U.S. rights to the NUCYNTA® franchise of pharmaceutical products, as well as certain related assets, for $1.05 billion in cash (the Purchase Price). Upon the consummation of the transactions, the $500.0 million deposit delivered by the Company to JP Morgan Chase Bank, N.A., (Escrow Agent) in accordance with an Escrow Agreement, dated January 15, 2015, by and among the Company, Janssen Pharma and the Escrow Agent, was released to Janssen Pharma and credited against the Purchase Price. The remaining $550.0 million of the Purchase Price was delivered to Janssen Pharma using $550.0 million of the net proceeds received by the Company upon the completion of its previously announced sale of the Senior Secured Notes as described below. In connection with the consummation of the acquisition of NUCYNTA® ER and NUCYNTA® on April 2, 2015, the Company entered into (i) a Transitional Supply Agreement with Janssen Pharma and Janssen Ortho LLC, an affiliate of Janssen (Janssen Ortho), pursuant to which Janssen Ortho will manufacture and supply the Company’s requirements for NUCYNTA® ER and NUCYNTA® in the U.S. until the Company, or its contract manufacturer, begins commercial production of NUCYNTA® ER and NUCYNTA®, following which the Company will manufacture and supply its own requirements for NUCYNTA® ER and NUCYNTA® in the U.S. and Janssen’s requirements for NUCYNTA® ER and NUCYNTA® outside of the U.S. and (ii) a Supply Agreement with Noramco, Inc., an affiliate of Janssen Pharma (Noramco), pursuant to which Noramco will manufacture and supply the Company with the active pharmaceutical ingredient contained in NUCYNTA® ER and NUCYNTA®. On April 2, 2015, the Company sold an aggregate of $575.0 million principal amount of senior secured notes (Senior Secured Notes) for an aggregate purchase price of approximately $562.0 million pursuant to a Note Purchase Agreement dated March 12, 2015 (Note Purchase Agreement) between the Company and Deerfield Private Design Fund III, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., BioPharma Secured Investments III Holdings Cayman LP, Inteligo Bank Ltd. and Phemus Corporation (collectively, the Purchasers) and Deerfield Private Design Fund III, L.P., as collateral agent (the Senior Secured Credit Facility). The Company used $550.0 million of the net proceeds received upon the sale of the Senior Secured Notes to fund a portion of the Purchase Price paid to Janssen Pharma. The Senior Secured Credit Facility has a term of seven years, is secured by all of the Company’s assets, and bears interest at the rate of 9.75% over the three month London Inter-Bank Offer Rate (LIBOR), subject to a floor of 1.0% and certain thresholds. The interest rate is determined at the first business day of each fiscal quarter, commencing with the first such date following April 2, 2015. The Senior Secured Credit Facility can be prepaid under certain conditions and at the Company’s discretion any time after the second anniversary. The Senior Secured Credit Facility may be paid down by $100.0 million after the first year. The Company incurred debt issuance costs of $0.5 million during the three months ended March 31, 2015. Pursuant to the Note Purchase Agreement, upon the consummation of the sale of the Senior Secured Notes on April 2, 2015, the Company and Depo NF Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Depo NF Sub), entered into a Pledge and Security Agreement with the Collateral Agent (Security Agreement) pursuant to which the Company and Depo NF Sub each granted the Collateral Agent (on behalf of the Purchasers) a security interest in substantially all of their assets, other than specifically excluded assets.

NOTE 14. SUBSEQUENT EVENTS

On April 2, 2015, the Company consummated the transactions contemplated by the previously announced Asset Purchase Agreement dated January 15, 2015 with Janssen Pharma pursuant to which the Company acquired from Janssen Pharma and its affiliates the U.S. rights to the NUCYNTA® franchise of pharmaceutical products, as well as certain related assets, for $1.05 billion in cash (the Purchase Price). Upon the consummation of the transactions, the $500.0 million deposit delivered by the Company to JP Morgan Chase Bank, N.A., (Escrow Agent) in accordance with an Escrow Agreement, dated January 15, 2015, by and among the Company, Janssen Pharma and the Escrow Agent, was released to Janssen Pharma and credited against the Purchase Price. The remaining $550.0 million of the Purchase Price was delivered to Janssen Pharma using $550.0 million of the net proceeds received by the Company upon the completion of its previously announced sale of the Senior Secured Notes as described below.

In connection with the consummation of the acquisition of NUCYNTA® ER and NUCYNTA® on April 2, 2015, the Company entered into (i) a Transitional Supply Agreement with Janssen Pharma and Janssen Ortho LLC, an affiliate of Janssen (Janssen Ortho), pursuant to which Janssen Ortho will manufacture and supply the Company’s requirements for NUCYNTA® ER and NUCYNTA® in the U.S. until the Company, or its contract manufacturer, begins commercial production of NUCYNTA® ER and NUCYNTA®, following which the Company will manufacture and supply its own requirements for NUCYNTA® ER and NUCYNTA® in the U.S. and Janssen’s requirements for NUCYNTA® ER and NUCYNTA® outside of the U.S. and (ii) a Supply Agreement with Noramco, Inc., an affiliate of Janssen Pharma (Noramco), pursuant to which Noramco will manufacture and supply the Company with the active pharmaceutical ingredient contained in NUCYNTA® ER and NUCYNTA®.

On April 2, 2015, the Company sold an aggregate of $575.0 million principal amount of senior secured notes (Senior Secured Notes) for an aggregate purchase price of approximately $562.0 million pursuant to a Note Purchase Agreement dated March 12, 2015 (Note Purchase Agreement) between the Company and Deerfield Private Design Fund III, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., BioPharma Secured Investments III Holdings Cayman LP, Inteligo Bank Ltd. and Phemus Corporation (collectively, the Purchasers) and Deerfield Private Design Fund III, L.P., as collateral agent (the Senior Secured Credit Facility). The Company used $550.0 million of the net proceeds received upon the sale of the Senior Secured Notes to fund a portion of the Purchase Price paid to Janssen Pharma.

The Senior Secured Credit Facility has a term of seven years, is secured by all of the Company’s assets, and bears interest at the rate of 9.75% over the three month London Inter-Bank Offer Rate (LIBOR), subject to a floor of 1.0% and certain thresholds. The interest rate is determined at the first business day of each fiscal quarter, commencing with the first such date following April 2, 2015. The Senior Secured Credit Facility can be prepaid under certain conditions and at the Company’s discretion any time after the second anniversary. The Senior Secured Credit Facility may be paid down by $100.0 million after the first year. The Company incurred debt issuance costs of $0.5 million during the three months ended March 31, 2015.

Pursuant to the Note Purchase Agreement, upon the consummation of the sale of the Senior Secured Notes on April 2, 2015, the Company and Depo NF Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Depo NF Sub), entered into a Pledge and Security Agreement with the Collateral Agent (Security Agreement) pursuant to which the Company and Depo NF Sub each granted the Collateral Agent (on behalf of the Purchasers) a security interest in substantially all of their assets, other than specifically excluded assets.