Business Combinations (Tables)

12 Months Ended

Sep. 29, 2012

Dec. 31, 2011

GEN-PROBE INCORPORATED [Member]

Purchase Price Consideration

The purchase price consideration was as follows:

Cash paid	$	3,967,866
Deferred payment		1,655
Fair value of stock options exchanged		2,655
Total purchase price	$	3,972,176

Components of Purchase Price Allocation

The components of the preliminary purchase price allocation are as follows:

Cash	$	205,463
Accounts receivable		80,301
Inventory		153,416
Property, plant and equipment		274,095
Other assets		191,868
Assets held-for-sale, net		87,465
Accounts payable		(19,671	)
Accrued expenses		(131,102	)
Other liabilities		(19,255	)
Identifiable intangible assets:
Developed technology		1,565,000
In-process research and development		227,000
Customer contract		585,000
Trade names		97,000
Deferred income taxes, net		(976,950	)
Goodwill		1,652,546
Purchase Price	$	3,972,176

Assets Groups Classified as Held For Sale

The following represents the components of the asset groups classified as held-for-sale as of September 29, 2012:

Assets:
Cash	$	2,563
Accounts receivable		8,520
Inventory		15,680
Property, plant and equipment		13,259
Other assets		3,083
Intangible assets and goodwill		51,398
Total assets held-for-sale	$	94,503
Liabilities:
Accrued liabilities		(7,622	)
Net assets held-for-sale	$	86,881

Schedule of Unaudited Pro Forma Information, Assumptions

The following unaudited pro forma information presents the combined financial results for the Company and Gen-Probe as if the acquisition of Gen-Probe had been completed at the beginning of the prior fiscal year, September 26, 2010:

	Year Ended September 29, 2012			Year Ended September 24, 2011
Revenue	$	2,526,336		$	2,310,384
Net loss	$	(164,539	)	$	(127,240	)
Basic and diluted net loss per common share	$	(0.62	)	$	(0.49	)

Changes in Goodwill

Changes in goodwill for the years ended December 31, 2011 and 2010 were as follows (in thousands):

Goodwill balance as of December 31, 2009	$	122,680
Additional goodwill recognized		28,005
Changes due to foreign currency translation		(377	)
Goodwill balance as of December 31, 2010		150,308
Purchase accounting adjustments to goodwill		(1,203	)
Impairment loss on goodwill recognized		(8,752	)
Changes due to foreign currency translation		51
Goodwill balance as of December 31, 2011	$	140,404

GEN-PROBE INCORPORATED [Member] | GTI Diagnostics [Member]

Components of Purchase Price Allocation

The final purchase price allocation for the Company’s acquisition of GTI Diagnostics is as follows (in thousands):

Total purchase price	$	53,000
Net working capital	$	7,882
Fixed assets		922
Goodwill		26,801
Deferred tax liabilities		(10,862	)
Other intangible assets		32,100
Liabilities assumed		(3,843	)
Allocated purchase price	$	53,000

Fair Values of the Acquired Identifiable Intangible Assets

The fair values of the acquired identifiable intangible assets with definite lives included in the final purchase price allocation are as follows (in thousands):

Patents	$	10,600
In-process research and development		11,900
Customer relationships		3,500
Trade secrets		6,100
Total	$	32,100

GEN-PROBE INCORPORATED [Member] | Prodesse [Member]

Components of Purchase Price Allocation

The final allocation of the purchase price for the acquisition of Prodesse is as follows (in thousands):

Total purchase price	$	62,005
Net working capital	$	10,240
Fixed assets		644
Goodwill		32,981
Deferred tax liabilities		(21,369	)
Other intangible assets		58,570
Liabilities assumed		(1,067	)
Contingent consideration		(17,994	)
Allocated purchase price	$	62,005

Fair Values of the Acquired Identifiable Intangible Assets

The fair values of the acquired identifiable intangible assets with definite lives are as follows (in thousands):

In-process research and development	$	1,070
Developed technology		24,500
Customer relationships		31,800
Trademarks / trade names		1,200
Total	$	58,570

GEN-PROBE INCORPORATED [Member] | Tepnel Life Sciences Plc [Member]

Components of Purchase Price Allocation

The final allocation of the purchase price for the acquisition of Tepnel is as follows (in thousands):

Total purchase price	$	137,093
Exchange rate differences (1)		(568	)
Allocated purchase price	$	136,525
Net working capital	$	14,811
Fixed assets		11,352
Goodwill		70,395
Deferred tax liabilities		(14,148	)
Other intangible assets		57,497
Liabilities assumed		(3,382	)
Allocated purchase price	$	136,525

Fair Values of the Acquired Identifiable Intangible Assets

The fair values of the acquired identifiable intangible assets with definite lives are as follows (in thousands):

Patents	$	294
Software		441
Customer relationships		45,439
Trademarks / trade names		11,323
Total	$	57,497

Sentinelle Medical Inc. [Member]

Purchase Price Consideration

The purchase price was as follows:

Cash	$	84,751
Contingent consideration		29,500
Total purchase price	$	114,251

Components of Purchase Price Allocation

The components and allocation of the purchase price consisted of the following:

Cash	$	429
Inventory, including fair value adjustments		9,899
Other tangible assets		7,247
Accounts payable and accrued expenses		(6,304	)
Deferred revenue, including fair value adjustments		(2,056	)
Developed technology		60,900
In-process research and development		4,800
Trade names		1,600
Non-compete agreements		300
Deferred taxes, net		(11,181	)
Goodwill		48,617
Purchase Price	$	114,251

TCT International Co., Ltd. [Member]

Components of Purchase Price Allocation

The components of the purchase price allocation consisted of the following:

Cash	$	27,961
Accounts receivable		17,811
Inventory		5,301
Property and equipment		4,710
Other tangible assets		1,082
Accrued taxes		(14,874	)
Accounts payable and accrued expenses		(6,641	)
Customer relationships		45,780
Business licenses		2,500
Trade names		2,110
Deferred taxes, net		(12,473	)
Goodwill		75,161
Purchase Price	$	148,428

Interlace Medical, Inc [Member]

Purchase Price Consideration

The purchase price consideration was as follows:

Cash	$	126,798
Contingent consideration		86,600
Total purchase price	$	213,398

Components of Purchase Price Allocation

The components of the purchase price allocation consisted of the following:

Cash	$	9,070
Inventory, including fair value adjustments		1,795
Other tangible assets		1,291
Accounts payable and accrued expenses		(1,988	)
Developed technology		158,741
Trade names		1,750
Deferred taxes, net		(45,342	)
Goodwill		88,081
Purchase Price	$	213,398