Acquisitions and License Agreements (Tables)

12 Months Ended

Dec. 29, 2017

Schedule of Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The following amounts represent the allocation of the fair value of the identifiable assets acquired and liabilities assumed for the respective acquisitions:



	Ocera ⁽²⁾		InfaCare ⁽²⁾		Stratatech		Hemostasis⁽¹⁾		Therakos		Ikaria
Acquisition Date	December 2017		September 2017		August 2016		February 2016		September 2015		April 2015
Cash	$	1.0	$	1.3	$	0.2	$	3.3	$	41.3	$	77.3
Accounts receivable	—		—		1.3		—		22.0		73.8
Inventory	—		—		—		94.6		23.5		26.3
Intangible assets	64.5		113.5		99.8		132.7		1,170.0		1,971.0
Goodwill (non-tax deductible)	25.1		11.4		55.1		3.3		429.9		795.0
Other assets, current and non-current	0.4		0.1		1.9		7.9		18.2		100.5
Total assets acquired	91.0		126.3		158.3		241.8		1,704.9		3,043.9
Current liabilities	14.5		14.5		4.3		3.6		24.7		33.0
Other liabilities (non-current)	—		—		—		10.6		0.6		15.8
Deferred tax liabilities, net (non-current)	23.2		8.7		22.1		2.1		315.7		620.5
Contingent consideration (non-current)	12.8		35.0		54.9		52.0		—		—
Total debt	—		30.0		1.0		—		344.8		1,121.0
Total liabilities assumed	50.5		88.2		82.3		68.3		685.8		1,790.3
Net assets acquired	$	40.5	$	38.1	$	76.0	$	173.5	$	1,019.1	$	1,253.6


(1)	During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to one of its intangible assets and reduced the associated contingent consideration. Refer to Note 12 and 20, respectively, for further information.


(2)	The fair value allocations for these acquisitions are preliminary and subject to measurement period adjustments.

^[1],[2]

Schedule of Reconciliation of Total Consideration

The following reconciles the total consideration to net assets acquired:



	Ocera			InfaCare			Stratatech			Hemostasis			Therakos		Ikaria
Total consideration, net of cash	$	63.4		$	71.8		$	130.7		$	222.2		$	977.8	$	1,176.3
Plus: cash assumed in acquisition	1.0			1.3			0.2			3.3			41.3		77.3
Total consideration	64.4			73.1			130.9			225.5			1,019.1		1,253.6
Less: unpaid purchase consideration	(1.9		)	—			—			—			—		—
Less: non-cash contingent consideration	(22.0		)	(35.0		)	(54.9		)	(52.0		)	—		—
Net assets acquired	$	40.5		$	38.1		$	76.0		$	173.5		$	1,019.1	$	1,253.6

Schedule of Earnings by Acquiree

Financial Results - The amount of net sales and earnings included in the Company's results for the periods presented were as follows:



	Fiscal Year Ended							Three Months Ended
Net sales	December 29, 2017			September 30, 2016		September 25, 2015		December 30, 2016
Ocera	$	—		$	—	$	—	$	—
InfaCare	—			—		—		—
Therakos	214.9			207.6		—		47.4
Ikaria	515.1			491.5		191.9		121.4
Total	$	730.0		$	699.1	$	191.9	$	168.8
Operating income
Ocera	$	(0.4	)	$	—	$	—	$	—
InfaCare	(5.4		)	—		—		—
Therakos	27.0			12.5		—		9.2
Ikaria	202.8			201.1		47.1		51.0
Total	$	224.0		$	213.6	$	47.1	$	60.2

Schedule of Acquisition Cost

Acquisition-Related Costs - Acquisition-related costs incurred for each of the acquisitions discussed above were as follows:



	Fiscal Year Ended						Three Months Ended
Acquisition-related costs	December 29, 2017		September 30, 2016		September 25, 2015		December 30, 2016
Ocera	$	0.9	$	—	$	—	$	—
Xenon Licensing Agreement	0.1		—		—		—
InfaCare	1.2		—		—		—
Stratatech	—		3.7		—		—
Hemostasis Products	—		2.7		—		0.1
Therakos	—		0.3		22.5		—
Ikaria	—		0.2		30.9		—
Total acquisition-related costs	$	2.2	$	6.9	$	53.4	$	0.1

Business Combination Intangible Asset Amortization By Acquiree

The amount of amortization on acquired intangible assets included within operating income (loss) for the periods presented was as follows:



	Fiscal Year Ended						Three Months Ended
Intangible asset amortization	December 29, 2017		September 30, 2016		September 25, 2015		December 30, 2016
Ocera	$	—	$	—	$	—	$	—
InfaCare	—		—		—		—
Therakos	61.7		78.0		—		19.5
Ikaria	124.5		124.5		57.1		31.1
Total	$	186.2	$	202.5	$	57.1	$	50.6

Schedule of Intangible Assets Acquired

Intangible assets acquired consist of the following:



Acquisition	Intangible Asset Acquired	Amount		Amortization Period	Discount Rate
Ocera	In-process research and development - MNK-6105	$	64.5	Non-Amortizable	15.5	%
InfaCare	In-process research and development - stannsoporfin	113.5		Non-Amortizable	13.5	%
Stratatech	In-process research and development - StrataGraft	99.8		Non-Amortizable	16.5	%
Hemostasis	Completed technology - Raplixa⁽¹⁾	73.0		15 years	17.0	%
Hemostasis	Completed technology - Recothrom	42.7		13 years	16.0	%
Hemostasis	Completed technology - PreveLeak	17.0		13 years	17.0	%
Therakos	Completed technology - Extracorporeal photopheresis treatment therapies	1,170.0		15 years	17.0	%
Ikaria	Completed technology	1,820.0		15 years	14.5	%
Ikaria	Trademark	70.0		22 years	14.5	%
Ikaria	In-process research and development - Terlipressin	81.0		Non-Amortizable	17.0	%


(1)	During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to the Raplixa intangible asset. Refer to Note 12 for further information.

^[3]

[1]	(1)During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to one of its intangible assets and reduced the associated contingent consideration. Refer to Note 12 and 20, respectively, for further information.
[2]	(2)The fair value allocations for these acquisitions are preliminary and subject to measurement period adjustments.
[3]	(1)During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to the Raplixa intangible asset. Refer to Note 12 for further information.