Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of fair value of consideration transferred

The total cash consideration for the acquisition of Receptos is summarized as follows:



	Total Consideration
Cash paid for outstanding common stock	$	7,311.3
Cash for equity compensation attributable to pre-combination service	314.9
Total consideration	$	7,626.2

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective preliminary fair values summarized below. During the fourth quarter of 2015, adjustments have been recorded to increase the amounts initially recorded for deferred tax assets, deferred tax liabilities and goodwill as of the Acquisition Date. The amounts recognized will be finalized as the information necessary to complete the analyses is obtained, but no later than one year from the Acquisition Date.



	Amounts Recognized as of the Acquisition Date (Provisional)
Working capital ⁽¹⁾	$	479.2
Property, plant and equipment	5.0
In-process research and development product rights	6,842.0
Current deferred tax assets	241.3
Other non-current assets	7.9
Non-current deferred tax liabilities⁽²⁾	(2,519.2		)
Total identifiable net assets	5,056.2
Goodwill	2,570.0
Total net assets acquired	$	7,626.2

⁽¹⁾ Includes cash and cash equivalents, available-for-sale marketable securities, other current assets, accounts payable and other current liabilities.

Schedule of Included Business Acquisition Expenses

From the Acquisition Date through December 31, 2015, our Consolidated Statements of Income included expenses of $380.5 million associated with the acquisition and operations of Receptos as follows⁽¹⁾:



Statements of Income Location	Acquisition Date Through December 31, 2015
Research and development	$	78.6
Selling, general and administrative	5.1
Acquisition related charges and restructuring, net ⁽²⁾	296.8
Total	$	380.5

⁽¹⁾ In addition, Celgene incurred $19.9 million of acquisition related costs prior to the acquisition date.

⁽²⁾ Consists of acquisition-related compensation expense and transaction costs.

Business Acquisition, Pro Forma Information

The following table provides unaudited pro forma financial information for the twelve-month periods ended December 31, 2015 and 2014 as if the acquisition of Receptos had occurred on January 1, 2014.



	Twelve-Month Periods Ended December 31,
	2015		2014
Total revenue	$	9,256.0	$	7,676.3
Net income	$	1,630.8	$	1,499.9

Net income per common share: basic	$	2.06	$	1.87
Net income per common share: diluted	$	1.98	$	1.79

Quanticel

Business Acquisition [Line Items]

Schedule of fair value of consideration transferred

The fair value of consideration transferred in the acquisition of Quanticel is shown in the table below:



	Fair Value at the Acquisition Date
Cash	$	95.9
Fair value of pre-existing equity ownership	11.4
Contingent consideration	166.0
Total fair value of consideration	$	273.3

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective preliminary fair values summarized below. The amounts recognized will be finalized as the information necessary to complete the analyses is obtained, but no later than one year from the acquisition date.



	Fair Value at October 19, 2015 (Provisional)
Working capital ⁽¹⁾	$	7.0
Property, plant and equipment	1.9
Other non-current assets	0.8
Technology platform intangible asset⁽²⁾	232.0
Debt obligations	(13.9		)
Non-current deferred tax liabilities	(72.3		)
Total identifiable net assets	155.5
Goodwill	117.8
Total net assets acquired	$	273.3

⁽¹⁾ Includes cash and cash equivalents, available-for-sale marketable securities, other current assets, accounts payable and other current liabilities.

⁽²⁾ Technology platform related to Quanticel’s proprietary technology platform for the single-cell genomic analysis of human cancer.

Nogra Pharma Limited

Business Acquisition [Line Items]

Schedule of fair value of consideration transferred

The fair value of consideration transferred to acquire the license amounted to:



	Fair Value at the Acquisition Date
Cash	$	710.0
Contingent consideration	1,060.0
Total fair value of consideration	$	1,770.0

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase price allocation resulted in the following amounts being allocated to the assets acquired at the acquisition date based on their respective fair values:



	Fair Value at the Acquisition Date
In-process research and development product rights	$	1,620.0
Current deferred tax assets	1.3
Non-current deferred tax liabilities, net	(1.3		)
Total identifiable net assets	1,620.0
Goodwill	150.0
Total net assets acquired	$	1,770.0