INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2013

5. INTANGIBLE ASSETS

Goodwill

As a result of the Merger (Note 2), the Company recorded goodwill of $1.8 million in its one reporting unit. Management assesses the recoverability of the carrying value of goodwill on an annual basis as of October 31 of each year, and whenever events occur or circumstances changes that would, more likely than not, reduce the fair value of the Company’s reporting unit below its carrying value.

For the goodwill impairment analysis performed at October 31, 2013, management performed a qualitative assessment to determine whether it was more likely than not that the Company’s goodwill asset was impaired in order to determine the necessity of performing a quantitative impairment test, under which management would calculate the asset’s fair value. When performing the qualitative assessment, management evaluates events and circumstances that would affect the significant inputs used to determine the fair value of the goodwill. Events and circumstances evaluated include: macroeconomic conditions that could affect the Company, industry and market considerations for the generic pharmaceutical industry that could affect the Company, cost factors that could affect the Company’s performance, the Company’s financial performance (including share price), and consideration of any Company-specific events that could negatively affect the Company, its business, or its fair value. Based on management’s assessment of the aforementioned factors, it was determined that it was more likely than not that the fair value of the Company’ one reporting unit is greater than its carrying amount as of October 31, 2013, and therefore no quantitative testing for impairment was required.

In addition to the qualitative impairment analysis performed at October 31, 2013, there were no events or changes in circumstances that could have reduced the fair value of the Company’s reporting unit below its carrying value from October 31, 2013 to December 31, 2013. No impairment loss was recognized during the year ended December 31, 2013.

Definite-lived Intangible Assets

The components of net definite-lived intangible assets are as follows:

	December 31, 2013				December 31, 2012
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Amortization Period
Acquired ANDA intangible asset	$	60	$	(55)	$	60	$	-		3 years
Reglan^® intangible asset		100		(100)		100		(75)		2 years
Teva license intangible asset		10,900		(496)		-		-		11 years
	$	11,060	$	(651)	$	160	$	(75)

The acquired ANDA and Reglan^® intangible assets consist of the exclusive rights, including all of the applicable technical data and other relevant information, to produce certain pharmaceutical products which the Company acquired from various companies. The Teva license was acquired as part of the Merger (Note 2). Intangible assets are stated at the lower of cost or fair value, net of amortization using the straight line method over the expected useful lives of the product rights. Amortization expense was $0.6 million and $50 thousand for the years ended December 31, 2013 and 2012, respectively.

The Company tests for impairment of definite-lived intangible assets when events or circumstances indicate that the carrying value of the assets may not be recoverable. No such triggering events were identified in 2013 and 2012, and therefore no impairment loss was recognized during those periods.

Expected future amortization expense is as follows for the years ending December 31:

(in thousands)
2014	$	996
2015		991
2016		991
2017		991
2018		991
2019 and thereafter		5,449
Total	$	10,409

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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