Contingent Consideration

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

The following table sets forth the contingent consideration for the USWM Acquisition and Adamas Acquisition (as defined below) (dollars in thousands):


	March 31, 2025		December 31, 2024
	(unaudited)
Reported under the following captions in the consolidated balance sheets:
Contingent consideration, current portion	$	30,000	$	47,340
Total	$	30,000	$	47,340

The Company's contingent consideration liabilities are related to the USWM Acquisition in 2020 and the Adamas Acquisition in 2021. The contingent consideration liabilities are measured at fair value using either a Monte Carlo simulation or the income approach. The Company classifies contingent consideration liabilities as Level 3 fair value measurements in the period where significant unobservable inputs were used to estimate fair value. These reflect the inputs and assumptions the Company believes would be made by market participants. Changes in any of those inputs together or in isolation may result in significantly lower or higher fair value measurement. The change in fair value is reported on the condensed consolidated statement of earnings (loss) in Contingent consideration loss (gain).

USWM Contingent Consideration

On June 9, 2020 (the USWM Closing Date), the Company completed its acquisition of all the outstanding equity of USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). The USWM Acquisition included potential additional contingent consideration payments for regulatory and development milestones and sales-based milestones. In February 2025, the FDA approved ONAPGO. As such, the Company paid the $25 million milestone related to the FDA's approval of the SPN-830 NDA in February 2025. As of March 31, 2025, the remaining potential contingent consideration payment is the $30 million related to the commercial product launch. ONAPGO was launched in April 2025. As such, the Company expects the remaining $30 million milestone payment to be due and paid in 2025, subject to certain holdbacks as permitted under the Sale and Purchase Agreement Relating to USWM Enterprises, LLC, dated April 28, 2020, by and between US WorldMeds Partners, LLC and Supernus Pharmaceuticals, Inc. The fair value level of the remaining USWM contingent consideration was transferred from Level 3 to Level 1 as of March 31, 2025.

Prior to March 31, 2025, when the milestone payment amount related to the commercial launch of ONAPGO was a known amount as above mentioned, the key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, and the discount rate.

Adamas Contingent Consideration

On November 24, 2021 (the Adamas Closing Date), the Company completed its acquisition of all the outstanding equity of Adamas (Adamas Acquisition). The Adamas Acquisition included payment of two non-tradable contingent value rights (CVRs) each of which represents the contractual right to receive a contingent payment upon the achievement of the applicable aggregate worldwide net product sales of GOCOVRI.

Each CVR represents the contractual right to receive a contingent payment of $0.50 per share in cash, less any applicable withholding taxes and without interest, upon the achievement of the applicable milestone (each such amount, a Milestone Payment) in accordance with the terms of a Contingent Value Rights Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as further defined in the CVR agreement. One Milestone Payment was payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $150 million during any consecutive 12-month period ending on or before December 31, 2024 (2024 Milestone). The 2024 Milestone was not met. Another Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $225 million during any consecutive 12-month period ending on or before December 31, 2025 (2025 Milestone). The 2025 Milestone may only be achieved once.

As of March 31, 2025, the possible outcomes for the remaining 2025 Milestone contingent consideration is $0 or $25.0 million on an undiscounted basis. As of March 31, 2025, the probability of achievement of 2025 Milestone is remote.

The key assumptions considered in estimating the fair value of the Adamas sales-based milestones include the estimated revenue projections, volatility, estimated discount rates and risk-free interest rate.

Change in the Fair Value of Contingent Consideration

The following tables provide a reconciliation of the beginning and ending balances related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2024	$	47,340	$	—	$	47,340
Change in fair value recognized in earnings	7,660		—		7,660
Milestone payment	(25,000)		—		(25,000)
Balance at March 31, 2025 (unaudited)	$	30,000	$	—	$	30,000


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2023	$	46,400	$	7,050	$	53,450
Change in fair value recognized in earnings	680		(1,775)		(1,095)
Balance at March 31, 2024 (unaudited)	$	47,080	$	5,275	$	52,355

The Company recorded the following changes in fair value of the contingent consideration liability for the USWM milestones:

•The Company recorded a $7.7 million expense due to the change in fair value of contingent consideration liabilities for the USWM milestones for the three months ended March 31, 2025, respectively. The change in fair value of contingent consideration was primarily due to accretion to the full milestone payment amount with the achievement of the milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.

•The Company recorded a $0.7 million expense due to the change in the fair value of the contingent consideration liabilities for the USWM milestones for the three months ended March 31, 2024, respectively. The change in fair value of contingent consideration for the USWM milestones was primarily due to passage of time.

The Company recorded the following changes in fair value of the contingent consideration liabilities for the Adamas CVRs:

•The Company recorded a $1.8 million gain due to the change in fair value of the contingent consideration liabilities for the Adamas CVRs for the three months ended March 31, 2024. The change in fair value of contingent consideration was primarily due to passage of time